Us Congress House Bill HB4763 Latest Draft

                            118THCONGRESS 
2
DSESSION H. R. 4763 
AN ACT 
To provide for a system of regulation of digital assets by 
the Commodity Futures Trading Commission and the 
Securities and Exchange Commission, and for other pur-
poses. 
Be it enacted by the Senate and House of Representa-1
tives of the United States of America in Congress assembled, 2 2 
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SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 1
(a) S
HORTTITLE.—This Act may be cited as the 2
‘‘Financial Innovation and Technology for the 21st Cen-3
tury Act’’. 4
(b) T
ABLE OFCONTENTS.—The table of contents for 5
this Act is as follows: 6
Sec. 1. Short title; table of contents. 
TITLE I—DEFINITIONS; RULEMAKING; NOTICE OF INTENT TO 
REGISTER 
Sec. 101. Definitions under the Securities Act of 1933. 
Sec. 102. Definitions under the Securities Exchange Act of 1934. 
Sec. 103. Definitions under the Commodity Exchange Act. 
Sec. 104. Definitions under this Act. 
Sec. 105. Rulemakings. 
Sec. 106. Notice of intent to register for digital commodity exchanges, brokers, 
and dealers. 
Sec. 107. Notice of intent to register for digital asset brokers, dealers, and 
trading systems. 
Sec. 108. Commodity Exchange Act savings provisions. 
Sec. 109. Administrative requirements. 
Sec. 110. International harmonization. 
Sec. 111. Implementation. 
Sec. 112. Application of the Bank Secrecy Act. 
TITLE II—CLARITY FOR ASSETS OFFERED AS PART OF AN 
INVESTMENT CONTRACT 
Sec. 201. Short title. 
Sec. 202. Treatment of investment contract assets. 
TITLE III—OFFERS AND SALES OF DIGITAL ASSETS 
Sec. 301. Exempted transactions in digital assets. 
Sec. 302. Requirements for offers and sales of certain digital assets. 
Sec. 303. Enhanced disclosure requirements. 
Sec. 304. Certification of certain digital assets. 
Sec. 305. Effective date. 
TITLE IV—REGISTRATION FOR DIGITAL ASSET INTERMEDIARIES 
AT THE SECURITIES AND EXCHANGE COMMISSION 
Sec. 401. Treatment of digital commodities and other digital assets. 
Sec. 402. Authority over permitted payment stablecoins and restricted digital 
assets. 
Sec. 403. Registration of digital asset trading systems. 
Sec. 404. Requirements for digital asset trading systems. 
Sec. 405. Registration of digital asset brokers and digital asset dealers. 
Sec. 406. Requirements of digital asset brokers and digital asset dealers.  3 
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Sec. 407. Rules related to conflicts of interest. 
Sec. 408. Treatment of certain digital assets in connection with federally regu-
lated intermediaries. 
Sec. 409. Exclusion for decentralized finance activities. 
Sec. 410. Registration and requirements for notice-registered digital asset 
clearing agencies. 
Sec. 411. Treatment of custody activities by banking institutions. 
Sec. 412. Effective date; administration. 
Sec. 413. Discretionary Surplus Fund. 
Sec. 414. Studies on foreign adversary participation. 
TITLE V—REGISTRATION FOR DIGITAL ASSET INTERMEDIARIES 
AT THE COMMODITY FUTURES TRADING COMMISSION 
Sec. 501. Commission jurisdiction over digital commodity transactions. 
Sec. 502. Requiring futures commission merchants to use qualified digital com-
modity custodians. 
Sec. 503. Trading certification and approval for digital commodities. 
Sec. 504. Registration of digital commodity exchanges. 
Sec. 505. Qualified digital commodity custodians. 
Sec. 506. Registration and regulation of digital commodity brokers and dealers. 
Sec. 507. Registration of associated persons. 
Sec. 508. Registration of commodity pool operators and commodity trading ad-
visors. 
Sec. 509. Exclusion for decentralized finance activities. 
Sec. 510. Funding for implementation and enforcement. 
Sec. 511. Effective date. 
Sec. 512. Sense of the Congress. 
TITLE VI—INNOVATION AND TECHNOLOGY IMPROVEMENTS 
Sec. 601. Findings; sense of Congress. 
Sec. 602. Codification of the SEC Strategic Hub for Innovation and Financial 
Technology. 
Sec. 603. Codification of LabCFTC. 
Sec. 604. CFTC-SEC Joint Advisory Committee on Digital Assets. 
Sec. 605. Study on decentralized finance. 
Sec. 606. Study on non-fungible digital assets. 
Sec. 607. Study on expanding financial literacy amongst digital asset holders. 
Sec. 608. Study on financial market infrastructure improvements. 
TITLE I—DEFINITIONS; RULE-1
MAKING; NOTICE OF INTENT 2
TO REGISTER 3
SEC. 101. DEFINITIONS UNDER THE SECURITIES ACT OF 4
1933. 5
Section 2(a) of the Securities Act of 1933 (15 U.S.C. 6
77b(a)) is amended by adding at the end the following: 7 4 
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‘‘(20) AFFILIATED PERSON.— 1
‘‘(A) I
N GENERAL.—The term ‘affiliated 2
person’ means a person (including a related 3
person) that— 4
‘‘(i) with respect to a digital asset 5
issuer— 6
‘‘(I) directly, or indirectly 7
through one or more intermediaries, 8
controls, or is controlled by, or is 9
under common control with, such dig-10
ital asset issuer; or 11
‘‘(II) was described under clause 12
(i) at any point in the previous 3- 13
month period; or 14
‘‘(ii) with respect to any digital 15
asset— 16
‘‘(I) beneficially owns 5 percent 17
or more of the units of such digital 18
asset that are then outstanding; or 19
‘‘(II) was described under clause 20
(i) at any point in the previous 3- 21
month period. 22
‘‘(B) B
ENEFICIAL OWNERSHIP DISCLO -23
SURE.—The Commission shall issue rules to re-24
quire a person that beneficially owns 5 percent 25 5 
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or more of the units of a digital asset that are 1
then outstanding to file with the Commission a 2
report at such time as the Commission deter-3
mines appropriate. 4
‘‘(21) B
LOCKCHAIN.—The term ‘blockchain’ 5
means any technology— 6
‘‘(A) where data is— 7
‘‘(i) shared across a network to create 8
a public ledger of verified transactions or 9
information among network participants; 10
‘‘(ii) linked using cryptography to 11
maintain the integrity of the public ledger 12
and to execute other functions; and 13
‘‘(iii) distributed among network par-14
ticipants in an automated fashion to con-15
currently update network participants on 16
the state of the public ledger and any other 17
functions; and 18
‘‘(B) composed of source code that is pub-19
licly available. 20
‘‘(22) B
LOCKCHAIN PROTOCOL .—The term 21
‘blockchain protocol’ means any executable software 22
deployed to a blockchain composed of source code 23
that is publicly available and accessible, including a 24
smart contract or any network of smart contracts. 25 6 
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‘‘(23) BLOCKCHAIN SYSTEM .—The term 1
‘blockchain system’ means any blockchain or 2
blockchain protocol. 3
‘‘(24) D
ECENTRALIZED GOVERNANCE SYS -4
TEM.— 5
‘‘(A) I
N GENERAL.—The term ‘decentral-6
ized governance system’ means, with respect to 7
a blockchain system, any rules-based system 8
permitting persons using the blockchain system 9
or the digital assets related to such blockchain 10
system to form consensus or reach agreement 11
in the development, provision, publication, man-12
agement, or administration of such blockchain 13
system. 14
‘‘(B) R
ELATIONSHIP OF PERSONS TO DE -15
CENTRALIZED GOVERNANCE SYSTEMS .—Per-16
sons acting through a decentralized governance 17
system shall be treated as separate persons un-18
less such persons are under common control. 19
‘‘(C) E
XCLUSION.—The term ‘decentral-20
ized governance system’ does not include a sys-21
tem in which— 22
‘‘(i) a person or group of persons 23
under common control have the ability 24
to— 25 7 
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‘‘(I) unilaterally alter the rules of 1
consensus or agreement for the 2
blockchain system; or 3
‘‘(II) determine the final outcome 4
of decisions related to the develop-5
ment, provision, publication, manage-6
ment, or administration of such 7
blockchain system; 8
‘‘(ii) a person or group of persons is 9
directly engaging in an activity that re-10
quires registration with the Commission or 11
the Commodity Futures Trading Commis-12
sion other than— 13
‘‘(I) developing, providing, pub-14
lishing, managing, or administering a 15
blockchain system; or 16
‘‘(II) an activity with respect to 17
which the organization is exempt from 18
such registration; or 19
‘‘(iii) a person or group of persons 20
seeking to knowingly evade the require-21
ments imposed on a digital asset issuer, a 22
related person, an affiliated person, or any 23
other person registered (or required to be 24
registered) under the securities laws, the 25 8 
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Financial Innovation and Technology for 1
the 21st Century Act, or the Commodity 2
Exchange Act. 3
‘‘(25) D
ECENTRALIZED SYSTEM .—With respect 4
to a blockchain system to which a digital asset re-5
lates, the term ‘decentralized system’ means the fol-6
lowing conditions are met: 7
‘‘(A) During the previous 12-month period, 8
no person— 9
‘‘(i) had the unilateral authority, di-10
rectly or indirectly, through any contract, 11
arrangement, understanding, relationship, 12
or otherwise, to control or materially alter 13
the functionality or operation of the 14
blockchain system; or 15
‘‘(ii) had the unilateral authority to 16
restrict or prohibit any person who is not 17
a digital asset issuer, related person, or an 18
affiliated person from— 19
‘‘(I) using, earning, or transmit-20
ting the digital asset; 21
‘‘(II) deploying software that 22
uses or integrates with the blockchain 23
system; 24 9 
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‘‘(III) participating in a decen-1
tralized governance system with re-2
spect to the blockchain system; or 3
‘‘(IV) operating a node, validator, 4
or other form of computational infra-5
structure with respect to the 6
blockchain system. 7
‘‘(B) During the previous 12-month pe-8
riod— 9
‘‘(i) no digital asset issuer or affiliated 10
person beneficially owned, in the aggre-11
gate, 20 percent or more of the total 12
amount of units of such digital asset 13
that— 14
‘‘(I) can be created, issued, or 15
distributed in such blockchain system; 16
and 17
‘‘(II) were freely transferrable or 18
otherwise used or available to be used 19
for the purposes of such blockchain 20
system; 21
‘‘(ii) no digital asset issuer or affili-22
ated person had the unilateral authority to 23
direct the voting, in the aggregate, of 20 24
percent or more of the outstanding voting 25 10 
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power of such digital asset or related de-1
centralized governance system; or 2
‘‘(iii) the digital asset did not include 3
voting power with respect to any decentral-4
ized governance system of the blockchain 5
system. 6
‘‘(C) During the previous 3-month period, 7
the digital asset issuer, any affiliated person, or 8
any related person has not implemented or con-9
tributed any intellectual property to the source 10
code of the blockchain system that materially 11
alters the functionality or operation of the 12
blockchain system, unless such implementation 13
or contribution to the source code— 14
‘‘(i) addressed vulnerabilities, errors, 15
regular maintenance, cybersecurity risks, 16
or other technical changes to the 17
blockchain system; or 18
‘‘(ii) were adopted through the con-19
sensus or agreement of a decentralized 20
governance system. 21
‘‘(D) During the previous 3-month period, 22
neither any digital asset issuer nor any affili-23
ated person described under paragraph (20)(A) 24 11 
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has marketed to the public the digital assets as 1
an investment. 2
‘‘(E) During the previous 12-month period, 3
all issuances of units of such digital asset 4
through the programmatic functioning of the 5
blockchain system were end user distributions. 6
For purposes of the previous sentence, any 7
units of such digital asset that are made avail-8
able over time and were created in the initial 9
block of the blockchain system shall be consid-10
ered issued at the point in time of creation. 11
‘‘(26) D
IGITAL ASSET.— 12
‘‘(A) I
N GENERAL.—The term ‘digital 13
asset’ means any fungible digital representation 14
of value that can be exclusively possessed and 15
transferred, person to person, without necessary 16
reliance on an intermediary, and is recorded on 17
a cryptographically secured public distributed 18
ledger. 19
‘‘(B) E
XCLUSIONS.—The term ‘digital 20
asset’ does not include— 21
‘‘(i) any note, stock, treasury stock, 22
security future, security-based swap, bond, 23
debenture, evidence of indebtedness, cer-24
tificate of interest or participation in any 25 12 
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profit-sharing agreement, collateral-trust 1
certificate, preorganization certificate or 2
subscription, transferable share, voting- 3
trust certificate, certificate of deposit for a 4
security, fractional undivided interest in 5
oil, gas, or other mineral rights, any put, 6
call, straddle, option, privilege on any secu-7
rity, certificate of deposit, or group or 8
index of securities (including any interest 9
therein or based on the value thereof); or 10
‘‘(ii) any asset which, based on its 11
terms and other characteristics, is, rep-12
resents, or is functionally equivalent to an 13
agreement, contract, or transaction that 14
is— 15
‘‘(I) a contract of sale of a com-16
modity (as defined under section 1a of 17
the Commodity Exchange Act) for fu-18
ture delivery or an option thereon; 19
‘‘(II) a security futures product; 20
‘‘(III) a swap; 21
‘‘(IV) an agreement, contract, or 22
transaction described in section 23
2(c)(2)(C)(i) or 2(c)(2)(D)(i) of the 24
Commodity Exchange Act; 25 13 
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‘‘(V) a commodity option author-1
ized under section 4c of the Com-2
modity Exchange Act; or 3
‘‘(VI) a leverage transaction au-4
thorized under section 19 of the Com-5
modity Exchange Act. 6
‘‘(C) R
ULE OF CONSTRUCTION .—Nothing 7
in this paragraph shall be construed to create 8
a presumption that a digital asset is a represen-9
tation of any type of security not excluded from 10
the definition of digital asset. 11
‘‘(D) R
ELATIONSHIP TO A BLOCKCHAIN 12
SYSTEM.—A digital asset is considered to relate 13
to a blockchain system if the digital asset is in-14
trinsically linked to the blockchain system, in-15
cluding— 16
‘‘(i) where the digital asset’s value is 17
reasonably expected to be generated by the 18
programmatic functioning of the 19
blockchain system; 20
‘‘(ii) where the digital asset has voting 21
rights with respect to the decentralized 22
governance system of the blockchain sys-23
tem; or 24 14 
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‘‘(iii) where the digital asset is issued 1
through the programmatic functioning of 2
the blockchain system. 3
‘‘(E) T
REATMENT OF CERTAIN DIGITAL 4
ASSETS SOLD PURSUANT TO AN INVESTMENT 5
CONTRACT.—A digital asset offered or sold or 6
intended to be offered or sold pursuant to an 7
investment contract is not and does not become 8
a security as a result of being sold or otherwise 9
transferred pursuant to that investment con-10
tract. 11
‘‘(27) D
IGITAL ASSET ISSUER.— 12
‘‘(A) I
N GENERAL.—With respect to a dig-13
ital asset, the term ‘digital asset issuer’ means 14
any person that, in exchange for any consider-15
ation— 16
‘‘(i) issues or causes to be issued a 17
unit of such digital asset to a person; or 18
‘‘(ii) offers or sells a right to a future 19
issuance of a unit of such digital asset to 20
a person. 21
‘‘(B) E
XCLUSION.—The term ‘digital asset 22
issuer’ does not include any person solely be-23
cause such person deploys source code that cre-24 15 
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ates or issues units of a digital asset that are 1
only distributed in end user distributions. 2
‘‘(C) P
ROHIBITION ON EVASION .—It shall 3
be unlawful for any person to knowingly evade 4
classification as a ‘digital asset issuer’ and fa-5
cilitate an arrangement for the primary purpose 6
of effecting a sale, distribution, or other 7
issuance of a digital asset. 8
‘‘(28) D
IGITAL ASSET MATURITY DATE .—The 9
term ‘digital asset maturity date’ means, with re-10
spect to any digital asset, the first date on which 20 11
percent or more of the total units of such digital 12
asset that are then outstanding as of such date 13
are— 14
‘‘(A) digital commodities; or 15
‘‘(B) digital assets that have been reg-16
istered with the Commission. 17
‘‘(29) D
IGITAL COMMODITY.—The term ‘digital 18
commodity’ has the meaning given that term under 19
section 1a of the Commodity Exchange Act (7 20
U.S.C. 1a). 21
‘‘(30) E
ND USER DISTRIBUTION.— 22
‘‘(A) I
N GENERAL.—The term ‘end user 23
distribution’ means an issuance of a unit of a 24
digital asset that— 25 16 
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‘‘(i) does not involve an exchange of 1
more than a nominal value of cash, prop-2
erty, or other assets; and 3
‘‘(ii) is distributed in a broad, equi-4
table, and non-discretionary manner based 5
on conditions capable of being satisfied by 6
any participant in the blockchain system, 7
including, as incentive-based rewards— 8
‘‘(I) to users of the digital asset 9
or any blockchain system to which the 10
digital asset relates; 11
‘‘(II) for activities directly related 12
to the operation of the blockchain sys-13
tem, such as mining, validating, stak-14
ing, or other activity directly tied to 15
the operation of the blockchain sys-16
tem; or 17
‘‘(III) to the existing holders of 18
another digital asset, in proportion to 19
the total units of such other digital 20
asset as are held by each person. 21
‘‘(B) P
ROHIBITION ON EVASION .—It shall 22
be unlawful for any person to facilitate an end 23
user distribution to knowingly evade classifica-24
tion as a digital asset issuer, related person, or 25 17 
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an affiliated person, or the requirements related 1
to a digital asset issuance. 2
‘‘(31) F
UNCTIONAL SYSTEM.—With respect to a 3
blockchain system to which a digital asset relates, 4
the term ‘functional system’ means the network al-5
lows network participants to use such digital asset 6
for— 7
‘‘(A) the transmission and storage of value 8
on the blockchain system; 9
‘‘(B) the participation in services provided 10
by or an application running on the blockchain 11
system; or 12
‘‘(C) the participation in the decentralized 13
governance system of the blockchain system. 14
‘‘(32) P
ERMITTED PAYMENT STABLECOIN .— 15
‘‘(A) I
N GENERAL.—The term ‘permitted 16
payment stablecoin’ means a digital asset— 17
‘‘(i) that is or is designed to be used 18
as a means of payment or settlement; 19
‘‘(ii) the issuer of which— 20
‘‘(I) is obligated to convert, re-21
deem, or repurchase for a fixed 22
amount of monetary value; or 23
‘‘(II) represents will maintain or 24
creates the reasonable expectation 25 18 
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that it will maintain a stable value rel-1
ative to the value of a fixed amount of 2
monetary value; 3
‘‘(iii) the issuer of which is subject to 4
regulation by a Federal or State regulator 5
with authority over entities that issue pay-6
ment stablecoins; and 7
‘‘(iv) that is not— 8
‘‘(I) a national currency; or 9
‘‘(II) a security issued by an in-10
vestment company registered under 11
section 8(a) of the Investment Com-12
pany Act of 1940 (15 U.S.C. 80a– 13
8(a)). 14
‘‘(B) M
ONETARY VALUE DEFINED .—For 15
purposes of subparagraph (A), the term ‘mone-16
tary value’ means a national currency, deposit 17
(as defined under section 3 of the Federal De-18
posit Insurance Act), or an equivalent instru-19
ment that is denominated in a national cur-20
rency. 21
‘‘(33) R
ELATED PERSON.—With respect to a 22
digital asset issuer, the term ‘related person’ 23
means— 24 19 
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‘‘(A) a founder, promoter, employee, con-1
sultant, advisor, or person serving in a similar 2
capacity; 3
‘‘(B) any person that is or was in the pre-4
vious 6-month period an executive officer, direc-5
tor, trustee, general partner, advisory board 6
member, or person serving in a similar capacity; 7
‘‘(C) any equity holder or other security 8
holder; or 9
‘‘(D) any other person that received a unit 10
of digital asset from such digital asset issuer 11
through— 12
‘‘(i) an exempt offering, other than an 13
offering made in reliance on section 14
4(a)(8); or 15
‘‘(ii) a distribution that is not an end 16
user distribution described under section 17
42(d)(1) of the Securities Exchange Act of 18
1934. 19
‘‘(34) R
ESTRICTED DIGITAL ASSET.— 20
‘‘(A) I
N GENERAL.—The term ‘restricted 21
digital asset’ means— 22
‘‘(i) prior to the first date on which 23
each blockchain system to which a digital 24
asset relates is a functional system and 25 20 
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certified to be a decentralized system 1
under section 44 of the Securities Ex-2
change Act of 1934, any unit of the digital 3
asset held by a person, other than the dig-4
ital asset issuer, a related person, or an af-5
filiated person, that was— 6
‘‘(I) issued to such person 7
through a distribution, other than an 8
end user distribution described under 9
section 42(d)(1) of the Securities Ex-10
change Act of 1934; or 11
‘‘(II) acquired by such person in 12
a transaction that was not executed 13
on a digital commodity exchange; 14
‘‘(ii) during any period when any 15
blockchain system to which a digital asset 16
relates is not a functional system or not 17
certified to be a decentralized system 18
under section 44 of the Securities Ex-19
change Act of 1934, any digital asset held 20
by a related person or an affiliated person; 21
and 22
‘‘(iii) any unit of a digital asset held 23
by the digital asset issuer. 24 21 
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‘‘(B) EXCLUSION.—The term ‘restricted 1
digital asset’ does not include a permitted pay-2
ment stablecoin. 3
‘‘(35) S
ECURITIES LAWS.—The term ‘securities 4
laws’ has the meaning given that term under section 5
3(a) of the Securities Exchange Act of 1934 (15 6
U.S.C. 78c(a)). 7
‘‘(36) S
OURCE CODE.—With respect to a 8
blockchain system, the term ‘source code’ means a 9
listing of commands to be compiled or assembled 10
into an executable computer program.’’. 11
SEC. 102. DEFINITIONS UNDER THE SECURITIES EX-12
CHANGE ACT OF 1934. 13
Section 3(a) of the Securities Exchange Act of 1934 14
(15 U.S.C. 78c(a)) is amended— 15
(8) by redesignating the second paragraph (80) 16
(relating to funding portals) as paragraph (81); and 17
(9) by adding at the end the following: 18
‘‘(82) B
ANK SECRECY ACT .—The term ‘Bank 19
Secrecy Act’ means— 20
‘‘(A) section 21 of the Federal Deposit In-21
surance Act (12 U.S.C. 1829b); 22
‘‘(B) chapter 2 of title I of Public Law 91– 23
508 (12 U.S.C. 1951 et seq.); and 24 22 
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‘‘(C) subchapter II of chapter 53 of title 1
31, United States Code. 2
‘‘(83) D
IGITAL ASSET BROKER.—The term ‘dig-3
ital asset broker’— 4
‘‘(A) means any person engaged in the 5
business of effecting transactions in restricted 6
digital assets for the account of others; and 7
‘‘(B) does not include— 8
‘‘(i) a blockchain protocol or a person 9
or group of persons solely because of their 10
development of a blockchain protocol; or 11
‘‘(ii) a bank engaging in certain bank-12
ing activities with respect to a restricted 13
digital asset in the same manner as a bank 14
is excluded from the definition of a broker 15
under paragraph (4). 16
‘‘(84) D
IGITAL ASSET CUSTODIAN .—The term 17
‘digital asset custodian’ means an entity in the busi-18
ness of providing custodial or safekeeping services 19
for restricted digital assets for others. 20
‘‘(85) D
IGITAL ASSET DEALER.—The term ‘dig-21
ital asset dealer’— 22
‘‘(A) means any person engaged in the 23
business of buying and selling restricted digital 24 23 
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assets for such person’s own account through a 1
broker or otherwise; and 2
‘‘(B) does not include— 3
‘‘(i) a person that buys or sells re-4
stricted digital assets for such person’s 5
own account, either individually or in a fi-6
duciary capacity, but not as a part of a 7
regular business; 8
‘‘(ii) a blockchain protocol or a person 9
or group of persons solely because of their 10
development of a blockchain protocol; or 11
‘‘(iii) a bank engaging in certain 12
banking activities with respect to a re-13
stricted digital asset in the same manner 14
as a bank is excluded from the definition 15
of a dealer under paragraph (5). 16
‘‘(86) D
IGITAL ASSET TRADING SYSTEM .—The 17
term ‘digital asset trading system’— 18
‘‘(A) means any organization, association, 19
person, or group of persons, whether incor-20
porated or unincorporated, that constitutes, 21
maintains, or provides a market place or facili-22
ties for bringing together purchasers and sellers 23
of restricted digital assets or for otherwise per-24
forming with respect to restricted digital assets 25 24 
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the functions commonly performed by a stock 1
exchange within the meaning of section 240.3b– 2
16 of title 17, Code of Federal Regulations, as 3
in effect on the date of enactment of this para-4
graph; and 5
‘‘(B) does not include a blockchain protocol 6
or a person or group of persons solely because 7
of their development of a blockchain protocol. 8
‘‘(87) N
OTICE-REGISTERED DIGITAL ASSET 9
CLEARING AGENCY .—The term ‘notice-registered 10
digital asset clearing agency’ means a clearing agen-11
cy that has registered with the Commission pursuant 12
to section 17A(b)(9). 13
‘‘(88) A
DDITIONAL DIGITAL ASSET -RELATED 14
TERMS.— 15
‘‘(A) S
ECURITIES ACT OF 1933 .—The 16
terms ‘affiliated person’, ‘blockchain system’, 17
‘decentralized governance system’, ‘decentral-18
ized system’, ‘digital asset’, ‘digital asset 19
issuer’, ‘digital asset maturity date’, ‘end user 20
distribution’, ‘functional system’, ‘permitted 21
payment stablecoin’, ‘related person’, ‘restricted 22
digital asset’, and ‘source code’ have the mean-23
ing given those terms, respectively, under sec-24 25 
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tion 2(a) of the Securities Act of 1933 (15 1
U.S.C. 77b(a)). 2
‘‘(B) C
OMMODITY EXCHANGE ACT .—The 3
terms ‘digital commodity’, ‘digital commodity 4
broker’, ‘digital commodity dealer’, and ‘digital 5
commodity exchange’ have the meaning given 6
those terms, respectively, under section 1a of 7
the Commodity Exchange Act (7 U.S.C. 1a).’’. 8
SEC. 103. DEFINITIONS UNDER THE COMMODITY EX-9
CHANGE ACT. 10
Section 1a of the Commodity Exchange Act (7 U.S.C. 11
1a) is amended— 12
(1) in paragraph (10)(A)— 13
(A) by redesignating clauses (iii) and (iv) 14
as clauses (iv) and (v), respectively; and 15
(B) by inserting after clause (ii) the fol-16
lowing: 17
‘‘(iii) digital commodity;’’; 18
(2) in paragraph (11)— 19
(A) in subparagraph (A)(i)— 20
(i) by redesignating subclauses (III) 21
and (IV) as subclauses (IV) and (V), re-22
spectively; and 23
(ii) by inserting after subclause (II) 24
the following: 25 26 
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‘‘(III) digital commodity;’’; and 1
(B) by redesignating subparagraph (B) as 2
subparagraph (C) and inserting after subpara-3
graph (A) the following: 4
‘‘(B) E
XCLUSION.—The term ‘commodity 5
pool operator’ does not include— 6
‘‘(i) a decentralized governance sys-7
tem; or 8
‘‘(ii) any excluded activity, as de-9
scribed in section 4v.’’; 10
(3) in paragraph (12)(A)(i)— 11
(A) in subclause (II), by adding at the end 12
a semicolon; 13
(B) by redesignating subclauses (III) and 14
(IV) as subclauses (IV) and (V), respectively; 15
and 16
(C) by inserting after subclause (II) the 17
following: 18
‘‘(III) a digital commodity;’’; 19
(4) in paragraph (40)— 20
(A) by striking ‘‘and’’ at the end of sub-21
paragraph (E); 22
(B) by striking the period at the end of 23
subparagraph (F) and inserting ‘‘; and’’; and 24
(C) by adding at the end the following: 25 27 
•HR 4763 EH
‘‘(G) a digital commodity exchange reg-1
istered under section 5i.’’; and 2
(5) by adding at the end the following: 3
‘‘(52) A
SSOCIATED PERSON OF A DIGITAL COM -4
MODITY BROKER.— 5
‘‘(A) I
N GENERAL.—Except as provided in 6
subparagraph (B), the term ‘associated person 7
of a digital commodity broker’ means a person 8
who is associated with a digital commodity 9
broker as a partner, officer, employee, or agent 10
(or any person occupying a similar status or 11
performing similar functions) in any capacity 12
that involves— 13
‘‘(i) the solicitation or acceptance of 14
an order for the purchase or sale of a dig-15
ital commodity; or 16
‘‘(ii) the supervision of any person en-17
gaged in the solicitation or acceptance of 18
an order for the purchase or sale of a dig-19
ital commodity. 20
‘‘(B) E
XCLUSION.—The term ‘associated 21
person of a digital commodity broker’ does not 22
include any person associated with a digital 23
commodity broker the functions of which are 24
solely clerical or ministerial. 25 28 
•HR 4763 EH
‘‘(53) ASSOCIATED PERSON OF A DIGITAL COM -1
MODITY DEALER.— 2
‘‘(A) I
N GENERAL.—Except as provided in 3
subparagraph (B), the term ‘associated person 4
of a digital commodity dealer’ means a person 5
who is associated with a digital commodity deal-6
er as a partner, officer, employee, or agent (or 7
any person occupying a similar status or per-8
forming similar functions) in any capacity that 9
involves— 10
‘‘(i) the solicitation or acceptance of 11
an order for the purchase or sale of a dig-12
ital commodity; or 13
‘‘(ii) the supervision of any person en-14
gaged in the solicitation or acceptance of 15
an order for the purchase or sale of a dig-16
ital commodity. 17
‘‘(B) E
XCLUSION.—The term ‘associated 18
person of a digital commodity dealer’ does not 19
include any person associated with a digital 20
commodity dealer the functions of which are 21
solely clerical or ministerial. 22
‘‘(54) B
ANK SECRECY ACT .—The term ‘Bank 23
Secrecy Act’ means— 24 29 
•HR 4763 EH
‘‘(A) section 21 of the Federal Deposit In-1
surance Act (12 U.S.C. 1829b); 2
‘‘(B) chapter 2 of title I of Public Law 91– 3
508 (12 U.S.C. 1951 et seq.); and 4
‘‘(C) subchapter II of chapter 53 of title 5
31, United States Code. 6
‘‘(55) D
IGITAL COMMODITY.— 7
‘‘(A) I
N GENERAL.—The term ‘digital com-8
modity’ means— 9
‘‘(i) any unit of a digital asset held by 10
a person, other than the digital asset 11
issuer, a related person, or an affiliated 12
person, before the first date on which each 13
blockchain system to which the digital 14
asset relates is a functional system and 15
certified to be a decentralized system 16
under section 44 of the Securities Ex-17
change Act of 1934, that was— 18
‘‘(I) issued to the person through 19
an end user distribution described 20
under section 42(d)(1) of the Securi-21
ties Exchange Act of 1934; or 22
‘‘(II) acquired by such person in 23
a transaction that was executed on a 24
digital commodity exchange; 25 30 
•HR 4763 EH
‘‘(ii) any unit of a digital asset held 1
by a person, other than the digital asset 2
issuer, a related person, or an affiliated 3
person, after the first date on which each 4
blockchain system to which the digital 5
asset relates is a functional system and 6
certified to be a decentralized system 7
under section 44 of the Securities Ex-8
change Act of 1934; and 9
‘‘(iii) any unit of a digital asset held 10
by a related person or an affiliated person 11
during any period when any blockchain 12
system to which the digital asset relates is 13
a functional system and certified to be a 14
decentralized system under section 44 of 15
the Securities Exchange Act of 1934. 16
‘‘(B) E
XCLUSION.—The term ‘digital com-17
modity’ does not include a permitted payment 18
stablecoin. 19
‘‘(C) T
REATMENT OF ADJUDICATED NON - 20
SECURITIES.—If, before enactment of this para-21
graph, a Federal court in a Securities and Ex-22
change Commission enforcement action deter-23
mines that a digital asset transaction is not an 24
offer or sale of a security, any unit of a digital 25 31 
•HR 4763 EH
asset transferred pursuant to the transaction 1
shall be considered a digital commodity, unless 2
the determination is overturned. 3
‘‘(56) D
IGITAL COMMODITY BROKER .— 4
‘‘(A) I
N GENERAL.—The term ‘digital com-5
modity broker’ means any person who, in a dig-6
ital commodity cash or spot market, is— 7
‘‘(i) engaged in soliciting or accepting 8
orders for the purchase or sale of a unit of 9
a digital commodity from a person that is 10
not an eligible contract participant; 11
‘‘(ii) engaged in soliciting or accepting 12
orders for the purchase or sale of a unit of 13
a digital commodity from a person on or 14
subject to the rules of a registered entity; 15
or 16
‘‘(iii) registered with the Commission 17
as a digital commodity broker. 18
‘‘(B) E
XCEPTIONS.—The term ‘digital 19
commodity broker’ does not include a person 20
solely because the person— 21
‘‘(i) enters into a digital commodity 22
transaction the primary purpose of which 23
is to make, send, receive, or facilitate pay-24 32 
•HR 4763 EH
ments, whether involving a payment service 1
provider or on a peer-to-peer basis; 2
‘‘(ii) validates a digital commodity 3
transaction, operates a node, or engages in 4
similar activity to participate in facili-5
tating, operating, or securing a blockchain 6
system; or 7
‘‘(iii) is a bank (as defined under sec-8
tion 3(a) of the Securities Exchange Act of 9
1934) engaging in certain banking activi-10
ties with respect to a digital commodity in 11
the same manner as a bank is excluded 12
from the definition of a broker under sec-13
tion 3(a)(4) of the Securities Exchange Act 14
of 1934. 15
‘‘(57) D
IGITAL COMMODITY CUSTODIAN .—The 16
term ‘digital commodity custodian’ means an entity 17
in the business of holding, maintaining, or safe-18
guarding digital commodities for others. 19
‘‘(58) D
IGITAL COMMODITY DEALER .— 20
‘‘(A) I
N GENERAL.—The term ‘digital com-21
modity dealer’ means any person who— 22
‘‘(i) in digital commodity cash or spot 23
markets— 24 33 
•HR 4763 EH
‘‘(I) holds itself out as a dealer in 1
a digital commodity; 2
‘‘(II) makes a market in a digital 3
commodity; 4
‘‘(III) has an identifiable busi-5
ness of dealing in a digital commodity 6
as principal for its own account; or 7
‘‘(IV) engages in any activity 8
causing the person to be commonly 9
known in the trade as a dealer or 10
market maker in a digital commodity; 11
‘‘(ii) has an identifiable business of 12
entering into any agreement, contract, or 13
transaction described in subsection 14
(c)(2)(D)(i) involving a digital commodity; 15
or 16
‘‘(iii) is registered with the Commis-17
sion as a digital commodity dealer. 18
‘‘(B) E
XCEPTION.—The term ‘digital com-19
modity dealer’ does not include a person solely 20
because the person— 21
‘‘(i) enters into a digital commodity 22
transaction with an eligible contract partic-23
ipant; 24 34 
•HR 4763 EH
‘‘(ii) enters into a digital commodity 1
transaction on or through a registered dig-2
ital commodity exchange; 3
‘‘(iii) enters into a digital commodity 4
transaction for the person’s own account, 5
either individually or in a fiduciary capac-6
ity, but not as a part of a regular business; 7
‘‘(iv) enters into a digital commodity 8
transaction the primary purpose of which 9
is to make, send, receive, or facilitate pay-10
ments, whether involving a payment service 11
provider or on a peer-to-peer basis; 12
‘‘(v) validates a digital commodity 13
transaction, operates a node, or engages in 14
similar activity to participate in facili-15
tating, operating, or securing a blockchain 16
system; or 17
‘‘(vi) is a bank (as defined under sec-18
tion 3(a) of the Securities Exchange Act of 19
1934) engaging in certain banking activi-20
ties with respect to a digital commodity in 21
the same manner as a bank is excluded 22
from the definition of a dealer under sec-23
tion 3(a)(5) of the Securities Exchange Act 24
of 1934. 25 35 
•HR 4763 EH
‘‘(59) DIGITAL COMMODITY EXCHANGE .—The 1
term ‘digital commodity exchange’ means a trading 2
facility that offers or seeks to offer a cash or spot 3
market in at least 1 digital commodity. 4
‘‘(60) D
IGITAL ASSET-RELATED DEFINI -5
TIONS.— 6
‘‘(A) S
ECURITIES ACT OF 1933 .—The 7
terms ‘affiliated person’, ‘blockchain system’, 8
‘decentralized governance system’, ‘decentral-9
ized system’, ‘digital asset’, ‘digital asset 10
issuer’, ‘end user distribution’, ‘functional sys-11
tem’, ‘permitted payment stablecoin’, ‘related 12
person’, and ‘restricted digital asset’ have the 13
meaning given the terms, respectively, under 14
section 2(a) of the Securities Act of 1933 (15 15
U.S.C. 77b(a)). 16
‘‘(B) S
ECURITIES EXCHANGE ACT OF 17
1934.—The terms ‘digital asset broker’ and ‘dig-18
ital asset dealer’ have the meaning given those 19
terms, respectively, under section 3(a) of the 20
Securities Exchange Act of 1934 (15 U.S.C. 21
78c(a)). 22
‘‘(61) M
IXED DIGITAL ASSET TRANSACTION .— 23
The term ‘mixed digital asset transaction’ means an 24 36 
•HR 4763 EH
agreement, contract, or transaction involving a dig-1
ital commodity and— 2
‘‘(A) a security; or 3
‘‘(B) a restricted digital asset.’’. 4
SEC. 104. DEFINITIONS UNDER THIS ACT. 5
In this Act: 6
(1) D
EFINITIONS UNDER THE COMMODITY EX -7
CHANGE ACT.—The terms ‘‘digital commodity’’, 8
‘‘digital commodity broker’’, ‘‘digital commodity 9
dealer’’, ‘‘digital commodity exchange’’, and ‘‘mixed 10
digital asset transaction’’ have the meaning given 11
those terms, respectively, under section 1a of the 12
Commodity Exchange Act (7 U.S.C. 1a). 13
(2) D
EFINITIONS UNDER THE SECURITIES ACT 14
OF 1933.—The terms ‘‘affiliated person’’, 15
‘‘blockchain’’, ‘‘blockchain system’’, ‘‘blockchain pro-16
tocol’’, ‘‘decentralized system’’, ‘‘digital asset’’, ‘‘dig-17
ital asset issuer’’, ‘‘digital asset maturity date’’, 18
‘‘digital asset trading system’’, ‘‘end user distribu-19
tion’’, ‘‘functional system’’, ‘‘permitted payment 20
stablecoin’’, ‘‘restricted digital asset’’, ‘‘securities 21
laws’’, and ‘‘source code’’ have the meaning given 22
those terms, respectively, under section 2(a) of the 23
Securities Act of 1933 (15 U.S.C. 77b(a)). 24 37 
•HR 4763 EH
(3) DEFINITIONS UNDER THE SECURITIES EX -1
CHANGE ACT OF 1934 .—The terms ‘‘Bank Secrecy 2
Act’’, ‘‘digital asset broker’’, ‘‘digital asset dealer’’, 3
‘‘digital asset trading system’’, and ‘‘self-regulatory 4
organization’’ have the meaning given those terms, 5
respectively, under section 3(a) of the Securities Ex-6
change Act of 1934 (15 U.S.C. 78c(a)). 7
SEC. 105. RULEMAKINGS. 8
(a) D
EFINITIONS.—The Commodity Futures Trading 9
Commission and the Securities and Exchange Commission 10
shall jointly issue rules to further define the following 11
terms: 12
(1) The terms ‘‘affiliated person’’, 13
‘‘blockchain’’, ‘‘blockchain system’’, ‘‘blockchain pro-14
tocol’’, ‘‘decentralized system’’, ‘‘decentralized gov-15
ernance system’’, ‘‘digital asset’’, ‘‘digital asset 16
issuer’’, ‘‘digital asset maturity date’’, ‘‘end user dis-17
tribution’’, ‘‘functional system’’, ‘‘related person’’, 18
‘‘restricted digital asset’’, and ‘‘source code’’, as de-19
fined under section 2(a) of the Securities Act of 20
1933. 21
(2) The term ‘‘digital commodity’’, as defined 22
under section 1a of the Commodity Exchange Act. 23
(b) J
OINTRULEMAKING FOR EXCHANGES AND 24
I
NTERMEDIARIES.—The Commodity Futures Trading 25 38 
•HR 4763 EH
Commission and the Securities and Exchange Commission 1
shall jointly issue rules to exempt persons dually registered 2
with the Commodity Futures Trading Commission and the 3
Securities and Exchange Commission from duplicative, 4
conflicting, or unduly burdensome provisions of this Act, 5
the securities laws, and the Commodity Exchange Act and 6
the rules thereunder, to the extent such exemption would 7
foster the development of fair and orderly markets in dig-8
ital assets, be necessary or appropriate in the public inter-9
est, and be consistent with the protection of investors. 10
(c) J
OINTRULEMAKING FOR MIXEDDIGITALASSET 11
T
RANSACTIONS.—The Commodity Futures Trading Com-12
mission and the Securities and Exchange Commission 13
shall jointly issue rules applicable to mixed digital asset 14
transactions under this Act and the amendments made by 15
this Act, including by further defining such term. 16
(d) P
ROTECTION OFSELF-CUSTODY.— 17
(1) I
N GENERAL.—The Financial Crimes En-18
forcement Network may not issue any rule or order 19
that would prohibit a U.S. individual from— 20
(A) maintaining a hardware wallet, soft-21
ware wallet, or other means to facilitate such 22
individual’s own custody of digital assets; or 23
(B) conducting transactions with and self- 24
custody of digital assets for any lawful purpose. 25 39 
•HR 4763 EH
(2) RULE OF CONSTRUCTION .—Paragraph (1) 1
may not be construed to limit the ability of Finan-2
cial Crimes Enforcement Network to carry out any 3
enforcement action. 4
(e) J
OINTRULEMAKING, PROCEDURES, ORGUID-5
ANCE FORDELISTING.—Not later than 30 days after the 6
date of the enactment of this Act, the Commodity Futures 7
Trading Commission and the Securities and Exchange 8
Commission shall jointly issue rules, procedures, or guid-9
ance (as determined appropriate by the Commissions) re-10
garding the process to delist an asset for trading under 11
sections 106 and 107 of this Act if the Commissions deter-12
mine that the listing is inconsistent with the Commodity 13
Exchange Act, the securities laws (including regulations 14
under those laws), or this Act. 15
(f) J
OINTRULEMAKING FOR CAPITALREQUIRE-16
MENTS.—The Commodity Futures Trading Commission 17
and the Securities and Exchange Commission shall jointly 18
issue rules to require a person with multiple registrations 19
with the Commodity Futures Trading Commission, the 20
Securities and Exchange Commission, or both such agen-21
cies to maintain sufficient capital to comply with the 22
stricter of any applicable capital requirements to which 23
such person is subject to by reason of such registrations. 24 40 
•HR 4763 EH
SEC. 106. NOTICE OF INTENT TO REGISTER FOR DIGITAL 1
COMMODITY EXCHANGES, BROKERS, AND 2
DEALERS. 3
(a) I
NGENERAL.— 4
(1) N
OTICE OF INTENT TO REGISTER .—Any 5
person may file a notice of intent to register with 6
the Commodity Futures Trading Commission (in 7
this subsection referred to as the ‘‘Commission’’) as 8
a— 9
(A) digital commodity exchange, for a per-10
son intending to register as a digital commodity 11
exchange under section 5i of the Commodity 12
Exchange Act; 13
(B) digital commodity broker, for a person 14
intending to register as a digital commodity 15
broker under section 4u of such Act; or 16
(C) digital commodity dealer, for a person 17
intending to register as a digital commodity 18
dealer under section 4u of such Act. 19
(2) C
ONDITIONS.—A person filing a notice of 20
intent to register under paragraph (1) shall be in 21
compliance with this section if the person— 22
(A) submits to the Commission and con-23
tinues to materially update a statement of the 24
nature of the registrations the filer intends to 25
pursue; 26 41 
•HR 4763 EH
(B) submits to the Commission and con-1
tinues to materially update the information re-2
quired by subsections (b) and (c); 3
(C) complies with subsection (d); 4
(D) is a member of a futures association 5
registered under section 17 of the Commodity 6
Exchange Act, and complies with the rules of 7
the association, including the rules of the asso-8
ciation pertaining to customer disclosures and 9
protection of customer assets; and 10
(E) pays all fees and penalties imposed on 11
the person under section 510 of this Act. 12
(b) D
ISCLOSURE OF GENERALINFORMATION.—A 13
person filing a notice of intent to register under subsection 14
(a) shall disclose to the Commission the following: 15
(1) Information concerning the management of 16
the person, including information describing— 17
(A) the ownership and management of the 18
person; 19
(B) the financial condition of the person; 20
(C) affiliated entities; 21
(D) potential conflicts of interest; 22
(E) the address of the person, including— 23
(i) the place of incorporation; 24
(ii) principal place of business; and 25 42 
•HR 4763 EH
(iii) an address for service of process; 1
and 2
(F) a list of the States in which the person 3
has operations. 4
(2) Information concerning the operations of 5
the person, including— 6
(A) a general description of the person’s 7
business and the terms of service for United 8
States customers; 9
(B) a description of the person’s account 10
approval process; 11
(C) any rulebook or other customer order 12
fulfilment rules; 13
(D) risk management procedures; 14
(E) a description of the product listing 15
process; and 16
(F) anti-money laundering policies and 17
procedures. 18
(c) L
ISTINGINFORMATION.—A person filing a notice 19
of intent to register under subsection (a) shall provide to 20
the Commission and the Securities and Exchange Com-21
mission a detailed description of— 22
(1) the specific characteristics of each digital 23
asset listed or offered by the person, including infor-24 43 
•HR 4763 EH
mation regarding the digital asset’s market activity, 1
distribution, and functional use; and 2
(2) the product listing determination made by 3
the person for each asset listed or offered for trad-4
ing by the person. 5
(d) R
EQUIREMENTS.—A person filing a notice of in-6
tent to register under subsection (a) shall comply with the 7
following requirements: 8
(1) S
TATUTORY DISQUALIFICATIONS .—Except 9
to the extent otherwise specifically provided by Com-10
mission or registered futures association rule, regu-11
lation, or order, the person shall not permit an indi-12
vidual who is subject to a statutory disqualification 13
under paragraph (2) or (3) of section 8a of the 14
Commodity Exchange Act to effect or be involved in 15
effecting transactions on behalf of the person, if the 16
person knew, or in the exercise of reasonable care 17
should have known, of the statutory disqualification. 18
(2) B
OOKS AND RECORDS .—The person shall 19
keep their books and records open to inspection and 20
examination by the Commission and by any reg-21
istered futures association of which the person is a 22
member. 23
(3) C
USTOMER DISCLOSURES .—The person 24
shall disclose to customers— 25 44 
•HR 4763 EH
(A) information about the material risks 1
and characteristics of the assets listed for trad-2
ing on the person; 3
(B) information about the material risks 4
and characteristics of the transactions facili-5
tated by the person; 6
(C) information about the location and 7
manner in which the digital assets of the cus-8
tomer will be and are custodied; 9
(D) information concerning the policies 10
and procedures of the person that are related to 11
the protection of the data of customers of the 12
person; and 13
(E) in their disclosure documents, offering 14
documents, and promotional material— 15
(i) in a prominent manner, that they 16
are not registered with or regulated by the 17
Commission; and 18
(ii) the contact information for the 19
whistleblower, complaint, and reparation 20
programs of the Commission. 21
(4) C
USTOMER ASSETS.— 22
(A) I
N GENERAL.—The person shall— 23
(i) hold customer money, assets, and 24
property in a manner to minimize the risk 25 45 
•HR 4763 EH
of loss to the customer or unreasonable 1
delay in customer access to money, assets, 2
and property of the customer; 3
(ii) treat and deal with all money, as-4
sets, and property, including any rights as-5
sociated with any such money, assets, or 6
property, of any customer received as be-7
longing to the customer; 8
(iii) calculate the total digital asset 9
obligations of the person, and at all times 10
hold money, assets, or property equal to or 11
in excess of the total digital asset obliga-12
tions; and 13
(iv) not commingle such money, assets 14
and property held to meet the total com-15
modity obligation with the funds of the 16
person or use the money, assets, or prop-17
erty to margin, secure, or guarantee any 18
trade or contract, or to secure or extend 19
the credit, of any customer or person other 20
than the one for whom the same are held, 21
except that— 22
(I) the money, assets, and prop-23
erty of any customer may be commin-24 46 
•HR 4763 EH
gled with that of any other customer, 1
if separately accounted for; and 2
(II) the share of the money, as-3
sets, and property, as in the normal 4
course of business are necessary to 5
margin, guarantee, secure, transfer, 6
adjust, or settle a contract of sale of 7
a commodity asset, may be withdrawn 8
and applied to do so, including the 9
payment of commissions, brokerage, 10
interest, taxes, storage, and other 11
charges lawfully accruing in connec-12
tion with the contract of sale of a dig-13
ital commodity. 14
(B) A
DDITIONAL RESOURCES .— 15
(i) I
N GENERAL.—This section shall 16
not prevent or be construed to prevent the 17
person from adding to the customer 18
money, assets, and property required to be 19
segregated under subparagraph (A), addi-20
tional amounts of money, assets, or prop-21
erty from the account of the person as the 22
person determines necessary to hold 23
money, assets, or property equal to or in 24 47 
•HR 4763 EH
excess of the total digital asset obligations 1
of the person. 2
(ii) T
REATMENT AS CUSTOMER 3
FUNDS.—Any money, assets, or property 4
deposited pursuant to clause (i) shall be 5
considered customer property within the 6
meaning of this subsection. 7
(e) C
OMPLIANCE.— 8
(1) I
N GENERAL.—A person who has filed a no-9
tice of intent to register under this section and is in 10
compliance with this section shall be exempt from 11
Securities and Exchange Commission rules and reg-12
ulations pertaining to registering as a national secu-13
rities exchange, broker, dealer, or clearing agency, 14
for activities related to a digital asset. 15
(2) N
ONCOMPLIANCE.—Paragraph (1) shall not 16
apply if, after notice from the Commission and a 17
reasonable opportunity to correct the deficiency, a 18
person who has submitted a notice of intent to reg-19
ister is not in compliance with this section. 20
(3) A
NTI-FRAUD AND ANTI -MANIPULATION.— 21
Paragraph (1) shall not be construed to limit any 22
anti-fraud, anti-manipulation, or false reporting en-23
forcement authority of the Commission, the Securi-24 48 
•HR 4763 EH
ties and Exchange Commission, a registered futures 1
association, or a national securities association. 2
(4) D
ELISTING.—Paragraph (1) shall not be 3
construed to limit the authority of the Commission 4
and the Securities and Exchange Commission to 5
jointly require a person to delist an asset for trading 6
if the Commission and the Securities and Exchange 7
Commission determines that the listing is incon-8
sistent with the Commodity Exchange Act, the secu-9
rities laws (including regulations under those laws), 10
or this Act. 11
(f) R
EGISTRATION.— 12
(1) I
N GENERAL.—A person may not file a no-13
tice of intent to register with the Commission after 14
the Commission has finalized its rules for the reg-15
istration of digital commodity exchanges, digital 16
commodity brokers, or digital commodity dealers, as 17
appropriate. 18
(2) T
RANSITION TO REGISTRATION .—Sub-19
section (e)(1) shall not apply to a person who has 20
submitted a notice of intent to register if— 21
(A) the Commission— 22
(i) determines that the person has 23
failed to comply with the requirements of 24
this section; or 25 49 
•HR 4763 EH
(ii) denies the application of the per-1
son to register; or 2
(B) the digital commodity exchange, digital 3
commodity broker, or digital commodity dealer 4
that filed a notice of intent to register failed to 5
apply for registration as such with the Commis-6
sion within 180 days after the effective date of 7
the final rules of the Commission for the reg-8
istration of digital commodity exchanges, digital 9
commodity brokers, or digital commodity deal-10
ers, as appropriate. 11
(g) R
ULEMAKING.— 12
(1) I
N GENERAL.—Within 180 days after the 13
date of the enactment of this Act, a registered fu-14
tures association shall adopt and enforce rules appli-15
cable to persons required by subsection (a)(3) to be 16
members of the association. 17
(2) F
EES.—The rules adopted under paragraph 18
(1) may provide for dues in accordance with section 19
17(b)(6) of the Commodity Exchange Act. 20
(3) E
FFECT.—A registered futures association 21
shall submit to the Commission any rule adopted 22
under paragraph (1), which shall take effect pursu-23
ant to the requirements of section 17(j) of the Com-24
modity Exchange Act. 25 50 
•HR 4763 EH
(h) LIABILITY OF THEFILER.—It shall be unlawful 1
for any person to provide false information in support of 2
a filing under this section if the person knew or reasonably 3
should have known that the information was false. 4
(i) W
HISTLEBLOWERENFORCEMENT.—For purposes 5
of section 23 of the Commodity Exchange Act, the term 6
‘‘this Act’’ includes this section. 7
SEC. 107. NOTICE OF INTENT TO REGISTER FOR DIGITAL 8
ASSET BROKERS, DEALERS, AND TRADING 9
SYSTEMS. 10
(a) I
NGENERAL.— 11
(1) N
OTICE OF INTENT TO REGISTER .—Any 12
person may file a notice of intent to register with 13
the Securities and Exchange Commission (in this 14
section referred to as the ‘‘Commission’’) as— 15
(A) a digital asset trading system, for a 16
person intending to register as a digital asset 17
trading system under section 6(m) of the Secu-18
rities Exchange Act of 1934; 19
(B) a digital asset broker, for a person in-20
tending to register as a digital asset broker 21
under section 15H of the Securities Exchange 22
Act of 1934; or 23
(C) a digital asset dealer, for a person in-24
tending to register as a digital asset dealer 25 51 
•HR 4763 EH
under section 15H of the Securities Exchange 1
Act of 1934. 2
(2) C
ONDITIONS.—A person filing a notice of 3
intent to register under paragraph (1) shall be in 4
compliance with this section if the person— 5
(A) submits to the Commission and con-6
tinues to materially update a statement of the 7
nature of the registrations the filer intends to 8
pursue; 9
(B) submits to the Commission and con-10
tinues to materially update the information re-11
quired by subsections (b) and (c); 12
(C) complies with the requirements of sub-13
section (d); and 14
(D) is a member of a national securities 15
association registered under section 15A of the 16
Securities Exchange Act of 1934 (15 U.S.C. 17
78o–3) and complies with the rules of the asso-18
ciation, including the rules of the association 19
pertaining to customer disclosures and protec-20
tion of customer assets. 21
(b) D
ISCLOSURE OF GENERALINFORMATION.—A 22
person filing a notice of intent to register under subsection 23
(a) shall disclose to the Commission the following: 24 52 
•HR 4763 EH
(1) Information concerning the management of 1
the person, including information describing— 2
(A) the ownership and management of the 3
person; 4
(B) the financial condition of the person; 5
(C) affiliated entities; 6
(D) potential conflicts of interest; 7
(E) the address of the person, including— 8
(i) the place of incorporation; 9
(ii) the principal place of business; 10
and 11
(iii) an address for service of process; 12
and 13
(F) a list of the States in which the person 14
has operations. 15
(2) Information concerning the operations of 16
the person, including— 17
(A) a general description of the person’s 18
business and the terms of service for United 19
States customers; 20
(B) a description of the person’s account 21
approval process; 22
(C) any rulebook or other customer order 23
fulfilment rules; 24
(D) risk management procedures; 25 53 
•HR 4763 EH
(E) a description of the product listing 1
process; and 2
(F) anti-money laundering policies and 3
procedures. 4
(c) L
ISTINGINFORMATION.—A person filing a notice 5
of intent to register under subsection (a) shall provide to 6
the Commission and the Commodity Futures Trading 7
Commission a detailed description of— 8
(1) the specific characteristics of each digital 9
asset listed or offered for trading by the person, in-10
cluding information regarding the digital asset’s 11
market activity, distribution, and functional use; and 12
(2) the product listing determination made by 13
the person for each asset listed or offered for trad-14
ing by the person. 15
(d) R
EQUIREMENTS.—A person filing a notice of in-16
tent to register under subsection (a) shall comply with the 17
following requirements: 18
(1) S
TATUTORY DISQUALIFICATION .—Except to 19
the extent otherwise specifically provided by Com-20
mission or a national securities association rule, reg-21
ulation, or order, the person may not permit an indi-22
vidual who is subject to a statutory disqualification 23
(as defined under section 3(a) of the Securities Ex-24
change Act of 1934) to effect or be involved in ef-25 54 
•HR 4763 EH
fecting transactions on behalf of the person if the 1
person knows, or in the exercise of reasonable dis-2
cretion should know, the individual is subject to a 3
statutory disqualification. 4
(2) B
OOKS AND RECORDS .—The person shall 5
keep their books and records open to inspection and 6
examination by the Commission and any national se-7
curities association of which they are a member. 8
(3) C
USTOMER DISCLOSURES .—The person 9
shall disclose to customers— 10
(A) information about the material risks 11
and characteristics of the assets listed for trad-12
ing on the person; 13
(B) information about the material risks 14
and characteristics of the transactions facili-15
tated by the person; 16
(C) information about the location and 17
manner in which the digital assets of the cus-18
tomer will be and are custodied; 19
(D) information concerning the person’s 20
policies and procedures related to the protection 21
of customers’ data; and 22
(E) in their disclosure documents, offering 23
documents, and promotional material— 24 55 
•HR 4763 EH
(i) in a prominent manner, that they 1
are not registered with or regulated by the 2
Commission; and 3
(ii) the contact information for the 4
whistleblower, complaint, and reparation 5
programs of the Commission. 6
(4) C
USTOMER ASSETS.— 7
(A) I
N GENERAL.—The person shall— 8
(i) hold customer money, assets, and 9
property in a manner to minimize the risk 10
of loss to the customer or unreasonable 11
delay in customer access to money, assets, 12
and property of the customer; 13
(ii) treat and deal with all money, as-14
sets, and property, including any rights as-15
sociated with any such money, assets, or 16
property, of any customer received as be-17
longing to the customer; 18
(iii) segregate all money, assets, and 19
property received from any customer of the 20
person from the funds of the person, ex-21
cept that— 22
(I) the money, assets, and prop-23
erty of any customer may be commin-24 56 
•HR 4763 EH
gled with that of any other customer, 1
if separately accounted for; and 2
(II) the share of the money, as-3
sets, and property, as in the normal 4
course of business are necessary to 5
margin, guarantee, secure, transfer, 6
adjust, or settle a contract of sale of 7
a digital asset, may be withdrawn and 8
applied to do so, including the pay-9
ment of commissions, brokerage, in-10
terest, taxes, storage, and other 11
charges lawfully accruing in connec-12
tion with the contract of sale of a dig-13
ital asset. 14
(B) A
DDITIONAL RESOURCES .— 15
(i) I
N GENERAL.—This section shall 16
not prevent or be construed to prevent the 17
person from adding to the customer 18
money, assets, and property required to be 19
segregated under subparagraph (A) addi-20
tional amounts of money, assets, or prop-21
erty from the account of the person as the 22
person determines necessary to hold 23
money, assets, or property equal to or in 24 57 
•HR 4763 EH
excess of the total digital asset obligation 1
of the person. 2
(ii) T
REATMENT AS CUSTOMER 3
FUNDS.—Any money, assets, or property 4
deposited pursuant to clause (i) shall be 5
considered customer property within the 6
meaning of this subsection. 7
(e) C
OMPLIANCE.— 8
(1) I
N GENERAL.—A person who has filed a no-9
tice of intent to register under this section and is in 10
compliance with this section shall be exempt from 11
Commission rules and regulations pertaining to reg-12
istering as a national securities exchange, broker, 13
dealer, or clearing agency, for activities related to a 14
digital asset. 15
(2) N
ONCOMPLIANCE.—Paragraph (1) shall not 16
apply if, after notice from the Commission and a 17
reasonable opportunity to correct the deficiency, a 18
person who has submitted a notice of intent to reg-19
ister is not in compliance with this section. 20
(3) A
NTI-FRAUD AND ANTI -MANIPULATION.— 21
Paragraph (1) shall not be construed to limit any 22
fraud, anti-manipulation, or false reporting enforce-23
ment authority of the Commission, the Commodity 24 58 
•HR 4763 EH
Futures Trading Commission, a registered futures 1
association, or a national securities association. 2
(4) D
ELISTING.—Paragraph (1) shall not be 3
construed to limit the authority of the Commission 4
and the Commodity Futures Trading Commission to 5
jointly require a person to delist an asset for trading 6
if the Commission and the Commodity Futures 7
Trading Commission determines that the listing is 8
inconsistent with the Commodity Exchange Act, the 9
securities laws (including regulations under those 10
laws), or this Act. 11
(f) R
EGISTRATION.— 12
(1) I
N GENERAL.—A person may not file a no-13
tice of intent to register with the Commission after 14
the Commission has finalized its rules for the reg-15
istration of digital asset brokers, digital asset deal-16
ers, digital asset trading systems, and notice-reg-17
istered clearing agencies, as appropriate. 18
(2) T
RANSITION TO REGISTRATION .—Sub-19
section (e)(1) shall not apply to a person who has 20
submitted a notice of intent to register if— 21
(A) the Commission— 22
(i) determines that the person has 23
failed to comply with the requirements of 24
this section; or 25 59 
•HR 4763 EH
(ii) denies the application of the per-1
son to register; or 2
(B) the digital asset broker, digital asset 3
dealer, or digital asset trading system that filed 4
a notice of intent to register failed to apply for 5
registration as such with the Commission within 6
180 days after the effective date of the Com-7
mission’s final rules for the registration of dig-8
ital asset brokers, digital asset dealers, and dig-9
ital asset trading systems, as appropriate. 10
(g) L
IABILITY OF THEFILER.—It shall be unlawful 11
for any person to provide false information in support of 12
a filing under this section if the person knew or reasonably 13
should have known that the information was false. 14
(h) N
ATIONALSECURITIESASSOCIATION.— 15
(1) I
N GENERAL.—A national securities asso-16
ciation may adopt and enforce rules written specifi-17
cally for persons filing a notice of intent to register 18
under subsection (a), including rules that prescribe 19
reasonable fees and charges to defray the costs of 20
the national securities association related to over-21
seeing such persons. 22
(2) A
PPROVAL BY THE COMMISSION .—With re-23
spect to a provisional rule described under para-24 60 
•HR 4763 EH
graph (1) filed with the Commission, the Commis-1
sion shall— 2
(A) not later than 90 days following the 3
date of such filing, approve the rule if the Com-4
mission determines that the rule effectuates the 5
purposes of this section; and 6
(B) make such approval on a summary 7
basis pursuant to section 19(b)(3)(B) of the Se-8
curities Exchange Act of 1934. 9
(i) W
HISTLEBLOWERENFORCEMENT.—For purposes 10
of section 21F of the Securities Exchange Act of 1934 11
(15 U.S.C. 78u-6), the term ‘‘securities laws’’ includes 12
this section. 13
SEC. 108. COMMODITY EXCHANGE ACT SAVINGS PROVI-14
SIONS. 15
(a) I
NGENERAL.—Nothing in this Act shall affect 16
or apply to, or be interpreted to affect or apply to— 17
(1) any agreement, contract, or transaction that 18
is subject to the Commodity Exchange Act as— 19
(A) a contract of sale of a commodity for 20
future delivery or an option on such a contract; 21
(B) a swap; 22
(C) a security futures product; 23
(D) an option authorized under section 4c 24
of such Act; 25 61 
•HR 4763 EH
(E) an agreement, contract, or transaction 1
described in section 2(c)(2)(C)(i) of such Act; 2
or 3
(F) a leverage transaction authorized 4
under section 19 of such Act; or 5
(2) the activities of any person with respect to 6
any such agreement, contract, or transaction. 7
(b) P
ROHIBITIONS ON SPOTDIGITALCOMMODITY 8
E
NTITIES.—Nothing in this Act authorizes, or shall be in-9
terpreted to authorize, a digital commodity exchange, dig-10
ital commodity broker, or digital commodity dealer to en-11
gage in any activities involving any transaction, contract, 12
or agreement described in subsection (a)(1), solely by vir-13
tue of being registered or filing notice of intent to register 14
as a digital commodity exchange, digital commodity 15
broker, or digital commodity dealer. 16
(c) D
EFINITIONS.—In this section, each term shall 17
have the meaning provided in the Commodity Exchange 18
Act or the regulations prescribed under such Act. 19
SEC. 109. ADMINISTRATIVE REQUIREMENTS. 20
(a) S
ECURITIES AND EXCHANGEACT OF1934.— 21
Section 21A of the Securities and Exchange Act of 1934 22
(15 U.S.C. 78u-1) is amended by adding at the end the 23
following: 24 62 
•HR 4763 EH
‘‘(j) DUTY OFMEMBERS ANDFEDERALEMPLOYEES 1
R
ELATED TODIGITALASSETS.— 2
‘‘(1) I
N GENERAL.—Solely for purposes of the 3
insider trading prohibitions arising under this Act, 4
including section 10 and Rule 10b–5 thereunder, 5
each individual who is a Member of Congress, an 6
employee of Congress, or an employee or agent of 7
any department or agency of the Federal Govern-8
ment owes a duty arising from a relationship of 9
trust and confidence to the Congress, the United 10
States Government, and the citizens of the United 11
States with respect to material, nonpublic informa-12
tion related to a restricted digital asset that is de-13
rived from such individual’s position as a Member of 14
Congress, employee of Congress, or as an employee 15
or agent of a department or agency of the Federal 16
Government or gained from the performance of such 17
individual’s official responsibilities. 18
‘‘(2) D
EFINITIONS.—ln this subsection, the 19
terms ‘Member of Congress’ and ‘employee of Con-20
gress’ have the meaning given those terms, respec-21
tively, under subsection (g)(2).’’. 22
(b) C
OMMODITYEXCHANGEACT.—Section 4c(a) of 23
the Commodity Exchange Act (7 U.S.C. 6c(a)) is amend-24
ed— 25 63 
•HR 4763 EH
(1) in paragraph (3)— 1
(A) in subparagraph (B), by striking ‘‘or’’ 2
at the end; 3
(B) in subparagraph (C), by striking the 4
period and inserting ‘‘; or’’; and 5
(C) by adding at the end the following: 6
‘‘(D) a contract of sale of a digital com-7
modity.’’; 8
(2) in paragraph (4)— 9
(A) in subparagraph (A)— 10
(i) in clause (ii), by striking ‘‘or’’ at 11
the end; 12
(ii) in clause (iii), by striking the pe-13
riod and inserting ‘‘; or’’; and 14
(iii) by adding at the end the fol-15
lowing: 16
‘‘(iv) a contract of sale of a digital 17
commodity.’’; 18
(B) in subparagraph (B)— 19
(i) in clause (ii), by striking ‘‘or’’ at 20
the end; 21
(ii) in clause (iii), by striking the pe-22
riod and inserting ‘‘; or’’; and 23
(iii) by adding at the end the fol-24
lowing: 25 64 
•HR 4763 EH
‘‘(iv) a contract of sale of a digital 1
commodity.’’; and 2
(C) in subparagraph (C)— 3
(i) in clause (ii), by striking ‘‘or’’ at 4
the end; 5
(ii) by striking ‘‘(iii) a swap, provided 6
however,’’ and inserting the following: 7
‘‘(iii) a swap; or 8
‘‘(iv) a contract of sale of a digital 9
commodity, 10
provided, however,’’; and 11
(iii) by striking ‘‘clauses (i), (ii), or 12
(iii)’’ and insert ‘‘any of clauses (i) 13
through (iv)’’. 14
SEC. 110. INTERNATIONAL HARMONIZATION. 15
In order to promote effective and consistent global 16
regulation of digital assets, the Commodity Futures Trad-17
ing Commission and the Securities and Exchange Com-18
mission, as appropriate— 19
(1) shall consult and coordinate with foreign 20
regulatory authorities on the establishment of con-21
sistent international standards with respect to the 22
regulation of digital assets, restricted digital assets, 23
and digital commodities; and 24 65 
•HR 4763 EH
(2) may agree to such information-sharing ar-1
rangements as may be deemed to be necessary or 2
appropriate in the public interest or for the protec-3
tion of investors, customers, and users of digital as-4
sets. 5
SEC. 111. IMPLEMENTATION. 6
(a) G
LOBALRULEMAKINGTIMEFRAME.—Unless oth-7
erwise provided in this Act or an amendment made by this 8
Act, the Commodity Futures Trading Commission and the 9
Securities and Exchange Commission, or both, shall indi-10
vidually, and jointly where required, promulgate rules and 11
regulations required of each Commission under this Act 12
or an amendment made by this Act not later than 360 13
days after the date of enactment of this Act. 14
(b) R
ULES ANDREGISTRATIONBEFOREFINALEF-15
FECTIVEDATES.— 16
(1) I
N GENERAL.—In order to prepare for the 17
implementation of this Act, the Commodity Futures 18
Trading Commission and the Securities and Ex-19
change Commission may, before any effective date 20
provided in this Act— 21
(A) promulgate rules, regulations, or or-22
ders permitted or required by this Act; 23
(B) conduct studies and prepare reports 24
and recommendations required by this Act; 25 66 
•HR 4763 EH
(C) register persons under this Act; and 1
(D) exempt persons, agreements, contracts, 2
or transactions from provisions of this Act, 3
under the terms contained in this Act. 4
(2) L
IMITATION ON EFFECTIVENESS .—An ac-5
tion by the Commodity Futures Trading Commission 6
or the Securities and Exchange Commission under 7
paragraph (1) shall not become effective before the 8
effective date otherwise applicable to the action 9
under this Act. 10
SEC. 112. APPLICATION OF THE BANK SECRECY ACT. 11
(a) I
NGENERAL.—Section 5312 of title 31, United 12
States Code, is amended— 13
(1) in subsection (a)(2)(G), by striking ‘‘or 14
dealer’’ and inserting ‘‘, dealer, digital asset broker, 15
digital asset dealer, or digital asset trading system’’; 16
and 17
(2) in subsection (c)(1)(A)— 18
(A) by inserting ‘‘digital commodity 19
broker, digital commodity dealer,’’ after ‘‘fu-20
tures commission merchant,’’; and 21
(B) by inserting before the period the fol-22
lowing: ‘‘and any digital commodity exchange 23
registered, or required to register, under the 24 67 
•HR 4763 EH
Commodity Exchange Act which permits direct 1
customer access’’. 2
(b) GAO S
TUDY.— 3
(1) I
N GENERAL.—The Comptroller General of 4
the United States, in consultation with the Secretary 5
of the Treasury, shall conduct a study to— 6
(A) assess the risks posed by centralized 7
intermediaries that are primarily located in for-8
eign jurisdictions that provide services to U.S. 9
persons without regulatory requirements that 10
are substantially similar to the requirements of 11
the Bank Secrecy Act; and 12
(B) provide any regulatory or legislative 13
recommendations to address these risks under 14
subparagraph (A). 15
(2) R
EPORT.—Not later than 1 year after the 16
date of enactment of this Act, the Comptroller Gen-17
eral shall issue a report to Congress containing all 18
findings and determinations made in carrying out 19
the study required under paragraph (1). 20 68 
•HR 4763 EH
TITLE II—CLARITY FOR ASSETS 1
OFFERED AS PART OF AN IN-2
VESTMENT CONTRACT 3
SEC. 201. SHORT TITLE. 4
This title may be referred to as the ‘‘Securities Clar-5
ity Act of 2024’’. 6
SEC. 202. TREATMENT OF INVESTMENT CONTRACT ASSETS. 7
(a) S
ECURITIESACT OF1933.—Section 2(a) of the 8
Securities Act of 1933 (15 U.S.C. 77b(a)), as amended 9
by section 101, is further amended— 10
(1) in paragraph (1), by adding at the end the 11
following: ‘‘The term ‘security’ does not include an 12
investment contract asset.’’; and 13
(2) by adding at the end the following: 14
‘‘(37) The term ‘investment contract asset’ 15
means a fungible digital representation of value— 16
‘‘(A) that can be exclusively possessed and 17
transferred, person to person, without necessary 18
reliance on an intermediary, and is recorded on 19
a cryptographically secured public distributed 20
ledger; 21
‘‘(B) sold or otherwise transferred, or in-22
tended to be sold or otherwise transferred, pur-23
suant to an investment contract; and 24 69 
•HR 4763 EH
‘‘(C) that is not otherwise a security pur-1
suant to the first sentence of paragraph (1).’’. 2
(b) I
NVESTMENTADVISERSACT OF1940.—Section 3
202(a)(18) of the Investment Advisers Act of 1940 (15 4
U.S.C. 80b–2(a)(18)) is amended by adding at the end 5
the following: ‘‘The term ‘security’ does not include an in-6
vestment contract asset (as such term is defined under 7
section 2(a) of the Securities Act of 1933).’’. 8
(c) I
NVESTMENTCOMPANYACT OF1940.—Section 9
2(a)(36) of the Investment Company Act of 1940 (15 10
U.S.C. 80a–2(a)(36)) is amended by adding at the end 11
the following: ‘‘The term ‘security’ does not include an in-12
vestment contract asset (as such term is defined under 13
section 2(a) of the Securities Act of 1933).’’. 14
(d) S
ECURITIESEXCHANGEACT OF1934.—Section 15
3(a)(10) of the Securities Exchange Act of 1934 (15 16
U.S.C. 78c(a)(10)) is amended by adding at the end the 17
following: ‘‘The term ‘security’ does not include an invest-18
ment contract asset (as such term is defined under section 19
2(a) of the Securities Act of 1933).’’. 20
(e) S
ECURITIESINVESTORPROTECTIONACT OF 21
1970.—Section 16(14) of the Securities Investor Protec-22
tion Act of 1970 (15 U.S.C. 78lll(14)) is amended by add-23
ing at the end the following: ‘‘The term ‘security’ does 24
not include an investment contract asset (as such term 25 70 
•HR 4763 EH
is defined under section 2(a) of the Securities Act of 1
1933).’’. 2
TITLE III—OFFERS AND SALES 3
OF DIGITAL ASSETS 4
SEC. 301. EXEMPTED TRANSACTIONS IN DIGITAL ASSETS. 5
(a) I
NGENERAL.—The Securities Act of 1933 (15 6
U.S.C. 77a et seq.) is amended— 7
(1) in section 4(a), by adding at the end the 8
following: 9
‘‘(8) transactions involving the offer or sale of 10
units of a digital asset by a digital asset issuer, if— 11
‘‘(A) the aggregate amount of units of the 12
digital asset sold by the digital asset issuer in 13
reliance on the exemption provided under this 14
paragraph, during the 12-month period pre-15
ceding the date of such transaction, including 16
the amount sold in such transaction, is not 17
more than $75,000,000 (as such amount is an-18
nually adjusted by the Commission to reflect 19
the change in the Consumer Price Index for All 20
Urban Consumers published by the Bureau of 21
Labor Statistics of the Department of Labor); 22
‘‘(B) with respect to a transaction involv-23
ing the purchase of units of a digital asset by 24
a person who is not an accredited investor, the 25 71 
•HR 4763 EH
aggregate amount of all units of digital assets 1
purchased by such person during the 12-month 2
period preceding the date of such transaction, 3
including the unit of a digital asset purchased 4
in such transaction, does not exceed the greater 5
of— 6
‘‘(i) 10 percent of the person’s annual 7
income or joint income with that person’s 8
spouse or spousal equivalent; or 9
‘‘(ii) 10 percent of the person’s net 10
worth or joint net worth with the person’s 11
spouse or spousal equivalent; 12
‘‘(C) after the completion of the trans-13
action, the purchaser does not own more than 14
10 percent of the total amount of the units of 15
the digital asset sold in reliance on the exemp-16
tion under this paragraph; 17
‘‘(D) the transaction does not involve the 18
offer or sale of any digital asset not offered as 19
part of an investment contract; 20
‘‘(E) the transaction does not involve the 21
offer or sale of a unit of a digital asset by a 22
digital asset issuer that— 23 72 
•HR 4763 EH
‘‘(i) is not organized under the laws of 1
a State, a territory of the United States, 2
or the District of Columbia; 3
‘‘(ii) is a development stage company 4
that either— 5
‘‘(I) has no specific business plan 6
or purpose; or 7
‘‘(II) has indicated that the busi-8
ness plan of the company is to merge 9
with or acquire an unidentified com-10
pany; 11
‘‘(iii) is an investment company, as 12
defined in section 3 of the Investment 13
Company Act of 1940 (15 U.S.C. 80a-3), 14
or is excluded from the definition of invest-15
ment company by section 3(b) or section 16
3(c) of that Act (15 U.S.C. 80a–3(b) or 17
80a–3(c)); 18
‘‘(iv) is issuing fractional undivided 19
interests in oil or gas rights, or a similar 20
interest in other mineral rights; 21
‘‘(v) is, or has been, subject to any 22
order of the Commission entered pursuant 23
to section 12(j) of the Securities Exchange 24 73 
•HR 4763 EH
Act of 1934 during the 5-year period be-1
fore the filing of the offering statement; or 2
‘‘(vi) is disqualified pursuant to sec-3
tion 230.262 of title 17, Code of Federal 4
Regulations; and 5
‘‘(F) the issuer meets the requirements of 6
section 4B(a).’’; and 7
(2) by inserting after section 4A the following: 8
‘‘SEC. 4B. REQUIREMENTS WITH RESPECT TO CERTAIN DIG-9
ITAL ASSET TRANSACTIONS. 10
‘‘(a) R
EQUIREMENTS FOR DIGITALASSET 11
I
SSUERS.— 12
‘‘(1) I
NFORMATION REQUIRED IN STATE -13
MENT.—A digital asset issuer offering or selling a 14
unit of digital asset in reliance on section 4(a)(8) 15
shall file with the Commission a statement con-16
taining the following information: 17
‘‘(A) The name, legal status (including the 18
jurisdiction in which the issuer is organized and 19
the date of organization), and website of the 20
digital asset issuer. 21
‘‘(B) The address and telephone number of 22
the issuer or a legal representative of the 23
issuer. 24 74 
•HR 4763 EH
‘‘(C) A certification that the digital asset 1
issuer meets the relevant requirements de-2
scribed under section 4(a)(8). 3
‘‘(D) An overview of the material aspects 4
of the offering. 5
‘‘(E) A description of the purpose and in-6
tended use of the offering proceeds. 7
‘‘(F) A description of the plan of distribu-8
tion of any unit of a digital asset that is to be 9
offered. 10
‘‘(G) A description of the material risks 11
surrounding ownership of a unit of a digital 12
asset. 13
‘‘(H) A description of the material aspects 14
of the digital asset issuer’s business. 15
‘‘(I) A description of exempt offerings con-16
ducted within the past three years by the digital 17
asset issuer. 18
‘‘(J) A description of the digital asset 19
issuer and the current number of employees of 20
the digital asset issuer. 21
‘‘(K) A description of any material trans-22
actions or relationships between the digital 23
asset issuer and affiliated persons. 24 75 
•HR 4763 EH
‘‘(L) A description of exempt offerings 1
conducted within the past three years. 2
‘‘(2) I
NFORMATION REQUIRED FOR PUR -3
CHASERS.—A digital asset issuer that has filed a 4
statement under paragraph (1) to offer and sell a 5
unit of a digital asset in reliance on section 4(a)(8) 6
shall disclose the information described under sec-7
tion 43 of the Securities Exchange Act of 1934 on 8
a freely accessible public website. 9
‘‘(3) O
NGOING DISCLOSURE REQUIREMENTS .— 10
A digital asset issuer that has filed a statement 11
under paragraph (1) to offer and sell a unit of a dig-12
ital asset in reliance on section 4(a)(8) shall file the 13
following with the Commission: 14
‘‘(A) A
NNUAL REPORTS .—An annual re-15
port that includes any material changes to the 16
information described under paragraph (2) for 17
the current fiscal year and for any fiscal year 18
thereafter, unless the issuer is no longer obli-19
gated to file such annual report pursuant to 20
paragraph (4). 21
‘‘(B) S
EMIANNUAL REPORTS .—Along with 22
each annual report required under subpara-23
graph (A), and separately six months there-24
after, a report containing— 25 76 
•HR 4763 EH
‘‘(i) an updated description of the cur-1
rent state and timeline for the development 2
of the blockchain system to which the dig-3
ital asset relates, showing how and when 4
the blockchain system intends or intended 5
to be considered a functional system and a 6
decentralized system; 7
‘‘(ii) the amount of money raised by 8
the digital asset issuer in reliance on sec-9
tion 4(a)(8), how much of that money has 10
been spent, and the general categories and 11
amounts on which that money has been 12
spent; and 13
‘‘(iii) any material changes to the in-14
formation in the most recent annual re-15
port. 16
‘‘(C) C
URRENT REPORTS .—A current re-17
port shall be filed with the Commission reflect-18
ing any material changes to the information 19
previously reported to the Commission by the 20
digital asset issuer. 21
‘‘(4) T
ERMINATION OF REPORTING REQUIRE -22
MENTS.— 23
‘‘(A) I
N GENERAL.—The ongoing reporting 24
requirements under paragraph (3) shall not 25 77 
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apply to a digital asset issuer 180 days after 1
the end of the covered fiscal year. 2
‘‘(B) C
OVERED FISCAL YEAR DEFINED .— 3
In this paragraph, the term ‘covered fiscal year’ 4
means the first fiscal year of an issuer in which 5
the blockchain system to which the digital asset 6
relates is a functional system and certified to be 7
a decentralized system under section 44 of the 8
Securities Exchange Act of 1934. 9
‘‘(b) R
EQUIREMENTS FOR INTERMEDIARIES.— 10
‘‘(1) I
N GENERAL.—A person acting as an 11
intermediary in a transaction involving the offer or 12
sale of a unit of a digital asset in reliance on section 13
4(a)(8) shall— 14
‘‘(A) register with the Commission as a 15
digital asset broker; and 16
‘‘(B) be a member of a national securities 17
association registered under section 15A of the 18
Securities Exchange Act of 1934 (15 U.S.C. 19
78o–3). 20
‘‘(2) P
URCHASER QUALIFICATION .— 21
‘‘(A) I
N GENERAL.—Each time, before ac-22
cepting any commitment (including any addi-23
tional commitment from the same person), an 24
intermediary or digital asset issuer shall have a 25 78 
•HR 4763 EH
reasonable basis for believing that the pur-1
chaser satisfies the requirements of section 2
4(a)(8). 3
‘‘(B) R
ELIANCE ON PURCHASER ’S REP-4
RESENTATIONS.—For purposes of subpara-5
graph (A), an intermediary or digital asset 6
issuer may rely on a purchaser’s representa-7
tions concerning the purchaser’s annual income 8
and net worth and the amount of the pur-9
chaser’s other investments made, unless the 10
intermediary or digital asset issuer has reason 11
to question the reliability of the representation. 12
‘‘(C) R
ELIANCE ON ISSUER.—For purposes 13
of determining whether a transaction meets the 14
requirements described under subparagraph (A) 15
through (C) of section 4(a)(8), an intermediary 16
may rely on the efforts of a digital asset issuer. 17
‘‘(c) A
DDITIONALPROVISIONS.— 18
‘‘(1) A
CCEPTANCE OF WRITTEN OFFERS ; 19
SALES.—After an issuer files a statement under 20
paragraph (1) to offer and sell a digital asset in reli-21
ance on section 4(a)(8)— 22
‘‘(A) written offers of the digital asset may 23
be made; and 24 79 
•HR 4763 EH
‘‘(B) the issuer may sell the digital assets 1
in reliance on section 4(a)(8), if such sales meet 2
all other requirements. 3
‘‘(2) S
OLICITATION OF INTEREST.— 4
‘‘(A) I
N GENERAL.—At any time before 5
the filing of a statement under paragraph (1), 6
a digital asset issuer may communicate orally 7
or in writing to determine whether there is any 8
interest in a contemplated offering. Such com-9
munications are deemed to be an offer of a unit 10
of a digital asset for sale for purposes of the 11
anti-fraud provisions of the Federal securities 12
laws. No solicitation or acceptance of money or 13
other consideration, nor of any commitment, 14
binding or otherwise, from any person is per-15
mitted until the statement is filed. 16
‘‘(B) C
ONDITIONS.—In any communication 17
described under subparagraph (A), the digital 18
asset issuer shall— 19
‘‘(i) state that no money or other con-20
sideration is being solicited, and if sent in 21
response, will not be accepted; 22
‘‘(ii) state that no offer to buy a unit 23
of a digital asset can be accepted and no 24
part of the purchase price can be received 25 80 
•HR 4763 EH
until the statement is filed and then only 1
through an intermediary; and 2
‘‘(iii) state that a person’s indication 3
of interest involves no obligation or com-4
mitment of any kind. 5
‘‘(C) I
NDICATIONS OF INTEREST .—Any 6
written communication described under sub-7
paragraph (A) may include a means by which 8
a person may indicate to the digital asset issuer 9
that such person is interested in a potential of-10
fering. A digital asset issuer may require a 11
name, address, telephone number, or email ad-12
dress in any response form included with a 13
communication described under subparagraph 14
(A). 15
‘‘(3) D
ISQUALIFICATION PROVISIONS .—The 16
Commission shall issue rules to apply the disquali-17
fication provisions under section 230.262 of title 17, 18
Code of Federal Regulations, to the exemption pro-19
vided under section 4(a)(8).’’. 20
(b) A
DDITIONALEXEMPTIONS.— 21
(1) C
ERTAIN REGISTRATION REQUIREMENTS .— 22
Section 12(g)(6) of the Securities Exchange Act of 23
1934 (15 U.S.C. 78l(g)(6)) is amended by striking 24 81 
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‘‘under section 4(6)’’ and inserting ‘‘under section 1
4(a)(6) or 4(a)(8)’’. 2
(2) E
XEMPTION FROM STATE REGULATION .— 3
Section 18(b)(4) of the Securities Act of 1933 (15 4
U.S.C. 77r(b)(4)) is amended— 5
(A) in section (B), by striking ‘‘section 6
4(4)’’ and inserting ‘‘section 4(a)(4)’’; 7
(B) in section (C), by striking ‘‘section 8
4(6)’’ and inserting ‘‘section 4(a)(6)’’; 9
(C) in subparagraph (F)— 10
(i) by striking ‘‘section 4(2)’’ each 11
place such term appears and inserting 12
‘‘section 4(a)(2)’’; 13
(ii) by striking ‘‘or’’ at the end; 14
(D) in subparagraph (G), by striking the 15
period and inserting ‘‘; or’’; and 16
(E) by adding at the end the following: 17
‘‘(H) section 4(a)(8).’’. 18
SEC. 302. REQUIREMENTS FOR OFFERS AND SALES OF CER-19
TAIN DIGITAL ASSETS. 20
(a) I
NGENERAL.—Title I of the Securities Exchange 21
Act of 1934 (15 U.S.C. 78a et seq.) is amended by adding 22
at the end the following: 23 82 
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‘‘SEC. 42. REQUIREMENTS FOR OFFERS AND SALES OF CER-1
TAIN DIGITAL ASSETS. 2
‘‘(a) O
FFERS ANDSALES OFCERTAINRESTRICTED 3
D
IGITALASSETS.— 4
‘‘(1) I
N GENERAL.—Notwithstanding any other 5
provision of law, subject to paragraph (2), a re-6
stricted digital asset may be offered and sold on a 7
digital asset trading system by any person other 8
than a digital asset issuer if, at the time of such 9
offer or sale, any blockchain system to which the re-10
stricted digital asset relates is a functional system 11
and the information described in section 43 has been 12
certified and made publicly available for any 13
blockchain system to which the restricted digital 14
asset relates. 15
‘‘(2) A
DDITIONAL RULES FOR RELATED PER -16
SONS AND AFFILIATED PERSONS .—Except as pro-17
vided under subsection (c), a restricted digital asset 18
owned by a related person or an affiliated person 19
may only be offered or sold after 12 months after 20
the later of— 21
‘‘(A) the date on which such restricted dig-22
ital asset was acquired; or 23
‘‘(B) the digital asset maturity date. 24
‘‘(b) O
FFERS ANDSALES OFCERTAINDIGITALCOM-25
MODITIES.— 26 83 
•HR 4763 EH
‘‘(1) IN GENERAL.—Subject to paragraph (2), a 1
digital commodity may be offered and sold by any 2
person. 3
‘‘(2) R
ULES FOR RELATED AND AFFILIATED 4
PERSONS.—Except as provided under subsection (c), 5
a digital commodity may only be offered or sold by 6
a related person or an affiliated person if— 7
‘‘(A) the holder of the digital commodity 8
originally acquired the digital asset while it was 9
a restricted digital asset not less than 12 10
months after the later of— 11
‘‘(i) the date on which such restricted 12
digital asset was acquired; or 13
‘‘(ii) the digital asset maturity date; 14
‘‘(B) any blockchain system to which the 15
digital commodity relates is certified to be a de-16
centralized system under section 44; and 17
‘‘(C) the digital commodity is offered or 18
sold on or subject to the rules of a digital com-19
modity exchange registered under section 5i of 20
the Commodity Exchange Act. 21
‘‘(3) N
OT AN INVESTMENT CONTRACT .—For 22
purposes of the securities laws, an offer or sale of 23
a digital commodity that does not violate paragraph 24 84 
•HR 4763 EH
(2) shall not be a transaction in an investment con-1
tract. 2
‘‘(c) S
ALESRESTRICTIONS FOR AFFILIATEDPER-3
SONS.—A digital asset may be offered and sold by an af-4
filiated person under subsection (a) or (b) if— 5
‘‘(1) the aggregate amount of such digital as-6
sets sold in any 3-month period by the affiliated per-7
son is not greater than one percent of the digital as-8
sets then outstanding; or 9
‘‘(2) the affiliated person promptly, following 10
the placement of an order to sell one percent or 11
more of the digital assets then outstanding during 12
any 3-month period, reports the sale to— 13
‘‘(A) the Commodity Futures Trading 14
Commission, in the case of an order to sell a 15
digital commodity on or subject to the rules of 16
a digital commodity exchange; or 17
‘‘(B) the Securities and Exchange Commis-18
sion, in the case of a sell order for a restricted 19
digital asset placed with a digital asset trading 20
system. 21
‘‘(d) T
REATMENT OFCERTAINENDUSERDISTRIBU-22
TIONSUNDER THESECURITIESLAWS.— 23 85 
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‘‘(1) IN GENERAL.—With respect to a digital 1
asset, an end user distribution is described under 2
this paragraph if— 3
‘‘(A) each blockchain system to which such 4
digital asset relates is a functional system; and 5
‘‘(B) with respect to the digital asset and 6
each blockchain system to which such digital 7
asset relates, the information described in sec-8
tion 43 has been certified and made publicly 9
available. 10
‘‘(2) N
OT AN INVESTMENT CONTRACT .—For 11
purposes of the securities laws, an end user distribu-12
tion described under paragraph (1) shall not be a 13
transaction in an investment contract. 14
‘‘(3) E
XEMPTION.—Section 5 of the Securities 15
Act of 1933 (15 U.S.C. 77e) shall not apply to an 16
end user distribution described under paragraph (1) 17
or a transaction in a unit of digital asset issued in 18
such a distribution.’’. 19
(b) R
ULE OFCONSTRUCTION.—Nothing in this Act 20
or the amendments made by this Act may be construed 21
to restrict the use of a digital asset, except as expressly 22
provided in connection with— 23
(1) the offer or sale of a restricted digital asset 24
or digital commodity; or 25 86 
•HR 4763 EH
(2) an intermediary’s custody of a restricted 1
digital asset or digital commodity. 2
SEC. 303. ENHANCED DISCLOSURE REQUIREMENTS. 3
Title I of the Securities Exchange Act of 1934 (15 4
U.S.C. 78a et seq.), as amended by section 302, is further 5
amended by adding at the end the following: 6
‘‘SEC. 43. ENHANCED DISCLOSURE REQUIREMENTS WITH 7
RESPECT TO DIGITAL ASSETS. 8
‘‘(a) D
ISCLOSUREINFORMATION.—With respect to a 9
digital asset and any blockchain system to which the dig-10
ital asset relates, the information described under this sec-11
tion is as follows: 12
‘‘(1) S
OURCE CODE.—The source code for any 13
blockchain system to which the digital asset relates. 14
‘‘(2) T
RANSACTION HISTORY.—A description of 15
the steps necessary to independently access, search, 16
and verify the transaction history of any blockchain 17
system to which the digital asset relates. 18
‘‘(3) D
IGITAL ASSET ECONOMICS .—A descrip-19
tion of the purpose of any blockchain system to 20
which the digital asset relates and the operation of 21
any such blockchain system, including— 22
‘‘(A) information explaining the launch 23
and supply process, including the number of 24
digital assets to be issued in an initial alloca-25 87 
•HR 4763 EH
tion, the total number of digital assets to be 1
created, the release schedule for the digital as-2
sets, and the total number of digital assets then 3
outstanding; 4
‘‘(B) information on any applicable con-5
sensus mechanism or process for validating 6
transactions, method of generating or mining 7
digital assets, and any process for burning or 8
destroying digital assets on the blockchain sys-9
tem; 10
‘‘(C) an explanation of governance mecha-11
nisms for implementing changes to the 12
blockchain system or forming consensus among 13
holders of such digital assets; and 14
‘‘(D) sufficient information for a third 15
party to create a tool for verifying the trans-16
action history of the digital asset. 17
‘‘(4) P
LAN OF DEVELOPMENT .—The current 18
state and timeline for the development of any 19
blockchain system to which the digital asset relates, 20
showing how and when the blockchain system in-21
tends or intended to be considered a functional sys-22
tem and decentralized system. 23
‘‘(5) D
EVELOPMENT DISCLOSURES .—A list of 24
all persons who are related persons or affiliated per-25 88 
•HR 4763 EH
sons who have been issued a unit of a digital asset 1
by a digital asset issuer or have a right to a unit of 2
a digital asset from a digital asset issuer. 3
‘‘(6) R
ISK FACTOR DISCLOSURES .—A descrip-4
tion of the material risks surrounding ownership of 5
a unit of a digital asset. 6
‘‘(b) C
ERTIFICATION.— 7
‘‘(1) I
N GENERAL.—With respect to a digital 8
asset and any blockchain system to which the digital 9
asset relates, the information described under this 10
section has been certified if the digital asset issuer, 11
an affiliated person, a decentralized governance sys-12
tem, or a digital commodity exchange certifies on a 13
quarterly basis to the Commodity Futures Trading 14
Commission and the Securities and Exchange Com-15
mission that the information is true and correct. 16
‘‘(2) P
RIOR DISCLOSURES .—Information de-17
scribed under this section which was made available 18
to the public prior to the date of enactment of this 19
section may be certified as true and correct on the 20
date such information was published in final form. 21
‘‘(3) R
ULEMAKING.—The Commission and the 22
Commodity Futures Trading Commission may joint-23
ly issue rules regarding the certification process de-24
scribed under paragraph (1).’’. 25 89 
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SEC. 304. CERTIFICATION OF CERTAIN DIGITAL ASSETS. 1
Title I of the Securities Exchange Act of 1934 (15 2
U.S.C. 78a et seq.), as amended by section 303, is further 3
amended by adding at the end the following: 4
‘‘SEC. 44. CERTIFICATION OF CERTAIN DIGITAL ASSETS. 5
‘‘(a) C
ERTIFICATION.—Any person may certify to the 6
Securities and Exchange Commission that the blockchain 7
system to which a digital asset relates is a decentralized 8
system. 9
‘‘(b) F
ILINGREQUIREMENTS.—A certification de-10
scribed under subsection (a) shall be filed with the Com-11
mission, and include— 12
‘‘(1) information regarding the person making 13
the certification; 14
‘‘(2) a description of the blockchain system and 15
the digital asset which relates to such blockchain 16
system, including— 17
‘‘(A) the operation of the blockchain sys-18
tem; 19
‘‘(B) the functionality of the related digital 20
asset; 21
‘‘(C) any decentralized governance system 22
which relates to the blockchain system; and 23
‘‘(D) the process to develop consensus or 24
agreement within such decentralized governance 25
system; 26 90 
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‘‘(3) a description of the development of the 1
blockchain system and the digital asset which relates 2
to the blockchain system, including— 3
‘‘(A) a history of the development of the 4
blockchain system and the digital asset which 5
relates to such blockchain system; 6
‘‘(B) a description of the issuance process 7
for the digital asset which relates to the 8
blockchain system; 9
‘‘(C) information identifying the digital 10
asset issuer of the digital asset which relates to 11
the blockchain system; and 12
‘‘(D) a list of any affiliated person related 13
to the digital asset issuer; 14
‘‘(4) an analysis of the factors on which such 15
person based the certification that the blockchain 16
system is a decentralized system, including— 17
‘‘(A) an explanation of the protections and 18
prohibitions available during the previous 12 19
months against any one person being able to— 20
‘‘(i) control or materially alter the 21
blockchain system; 22
‘‘(ii) exclude any other person from 23
using or participating on the blockchain 24
system; and 25 91 
•HR 4763 EH
‘‘(iii) exclude any other person from 1
participating in a decentralized governance 2
system; 3
‘‘(B) information regarding the beneficial 4
ownership of the digital asset which relates to 5
such blockchain system and the distribution of 6
voting power in any decentralized governance 7
system during the previous 12 months; 8
‘‘(C) information regarding the history of 9
upgrades to the source code for such blockchain 10
system during the previous 3 months, includ-11
ing— 12
‘‘(i) a description of any consensus or 13
agreement process utilized to process or 14
approve changes to the source code; 15
‘‘(ii) a list of any material changes to 16
the source code, the purpose and effect of 17
the changes, and the contributor of the 18
changes, if known; and 19
‘‘(iii) any changes to the source code 20
made by the digital asset issuer, a related 21
person, or an affiliated person; 22
‘‘(D) information regarding any activities 23
conducted to market the digital asset which re-24
lates to the blockchain system during the pre-25 92 
•HR 4763 EH
vious 3 months by the digital asset issuer or an 1
affiliated person of the digital asset issuer; and 2
‘‘(E) information regarding any issuance of 3
a unit of the digital asset which relates to such 4
blockchain system during the previous 12 5
months; and 6
‘‘(5) with respect to a blockchain system for 7
which a certification has previously been rebutted 8
under this section or withdrawn under section 5i(m) 9
of the Commodity Exchange Act, specific informa-10
tion relating to the analysis provided in subsection 11
(f)(2) in connection with such rebuttal or such sec-12
tion 5i(m)(1)(C) in connection with such withdrawal. 13
‘‘(c) R
EBUTTABLEPRESUMPTION.—The Commission 14
may rebut a certification described under subsection (a) 15
with respect to a blockchain system if the Commission, 16
within 60 days of receiving such certification, determines 17
that the blockchain system is not a decentralized system. 18
‘‘(d) C
ERTIFICATIONREVIEW.— 19
‘‘(1) I
N GENERAL.—Any blockchain system that 20
relates to a digital asset for which a certification has 21
been made under subsection (a) shall be considered 22
a decentralized system 60 days after the date on 23
which the Commission receives a certification under 24
subsection (a), unless the Commission notifies the 25 93 
•HR 4763 EH
person who made the certification within such time 1
that the Commission is staying the certification due 2
to— 3
‘‘(A) an inadequate explanation by the per-4
son making the certification; or 5
‘‘(B) any novel or complex issues which re-6
quire additional time to consider. 7
‘‘(2) P
UBLIC NOTICE.—The Commission shall 8
make the following available to the public and pro-9
vide a copy to the Commodity Futures Trading 10
Commission: 11
‘‘(A) Each certification received under sub-12
section (a). 13
‘‘(B) Each stay of the Commission under 14
this section, and the reasons therefore. 15
‘‘(C) Any response from a person making 16
a certification under subsection (a) to a stay of 17
the certification by the Commission. 18
‘‘(3) C
ONSOLIDATION.—The Commission may 19
consolidate and treat as one submission multiple cer-20
tifications made under subsection (a) for the same 21
blockchain system which relates to a digital asset 22
which are received during the review period provided 23
under this subsection. 24
‘‘(e) S
TAY OFCERTIFICATION.— 25 94 
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‘‘(1) IN GENERAL.—A notification by the Com-1
mission pursuant to subsection (d)(1) shall stay the 2
certification once for up to an additional 120 days 3
from the date of the notification. 4
‘‘(2) P
UBLIC COMMENT PERIOD .—Before the 5
end of the 60-day period described under subsection 6
(d)(1), the Commission may begin a public comment 7
period of at least 30 days in conjunction with a stay 8
under this section. 9
‘‘(f) D
ISPOSITION OFCERTIFICATION.— 10
‘‘(1) I
N GENERAL.—A certification made under 11
subsection (a) shall— 12
‘‘(A) become effective— 13
‘‘(i) upon the publication of a notifica-14
tion from the Commission to the person 15
who made the certification that the Com-16
mission does not object to the certification; 17
or 18
‘‘(ii) at the expiration of the certifi-19
cation review period; and 20
‘‘(B) not become effective upon the publi-21
cation of a notification from the Commission to 22
the person who made the certification that the 23
Commission has rebutted the certification. 24 95 
•HR 4763 EH
‘‘(2) DETAILED ANALYSIS INCLUDED WITH RE -1
BUTTAL.—The Commission shall include, with each 2
publication of a notification of rebuttal described 3
under paragraph (1)(B), a detailed analysis of the 4
factors on which the decision was based. 5
‘‘(g) R
ECERTIFICATION.—With respect to a 6
blockchain system for which a certification has been rebut-7
ted under this section, no person may make a certification 8
under subsection (a) with respect to such blockchain sys-9
tem during the 90-day period beginning on the date of 10
such rebuttal. 11
‘‘(h) A
PPEAL OFREBUTTAL.— 12
‘‘(1) I
N GENERAL.—If a certification is rebut-13
ted under this section, the person making such cer-14
tification may appeal the decision to the United 15
States Court of Appeals for the District of Colum-16
bia, not later than 60 days after the notice of rebut-17
tal is made. 18
‘‘(2) R
EVIEW.—In an appeal under paragraph 19
(1), the court shall have de novo review of the deter-20
mination to rebut the certification.’’. 21
SEC. 305. EFFECTIVE DATE. 22
Unless otherwise provided in this title, this title and 23
the amendments made by this title shall take effect 360 24
days after the date of enactment of this Act, except that, 25 96 
•HR 4763 EH
to the extent a provision of this title requires a rule-1
making, the provision shall take effect on the later of— 2
(1) 360 days after the date of enactment of this 3
Act; or 4
(2) 60 days after the publication in the Federal 5
Register of the final rule implementing the provision. 6
TITLE IV—REGISTRATION FOR 7
DIGITAL ASSET INTER-8
MEDIARIES AT THE SECURI-9
TIES AND EXCHANGE COM-10
MISSION 11
SEC. 401. TREATMENT OF DIGITAL COMMODITIES AND 12
OTHER DIGITAL ASSETS. 13
(a) S
ECURITIESACT OF1933.—Section 2(a)(1) of 14
the Securities Act of 1933 (15 U.S.C. 77b(a)(1)) is 15
amended by adding at the end the following: ‘‘The term 16
does not include a digital commodity or permitted pay-17
ment stablecoin.’’. 18
(b) S
ECURITIESEXCHANGEACT OF1934.—Section 19
3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 20
78c(a)) is amended— 21
(1) in paragraph (1), by adding at the end the 22
following: ‘‘The term ‘exchange’ does not include a 23
digital asset trading system or a blockchain protocol 24
offering digital assets, or any person or group of 25 97 
•HR 4763 EH
persons solely because of their development of such 1
a blockchain protocol.’’; 2
(2) in paragraph (2), by adding at the end the 3
following: ‘‘A digital asset trading system is not a 4
‘facility’ of an exchange.’’; 5
(3) in paragraph (4)(A), by inserting ‘‘, other 6
than restricted digital assets,’’ after ‘‘securities’’; 7
(4) in paragraph (5)(A), by inserting ‘‘re-8
stricted digital assets or’’ after ‘‘not including’’; 9
(5) in paragraph (26) by inserting ‘‘(other than 10
a notice-registered digital asset clearing agency)’’ 11
after ‘‘or registered clearing agency’’; 12
(6) in paragraph (28) by inserting ‘‘(other than 13
a notice-registered digital asset clearing agency)’’ 14
after ‘‘registered clearing agency’’; and 15
(7) in paragraph (10), by adding at the end the 16
following: ‘‘The term does not include a digital com-17
modity or permitted payment stablecoin.’’. 18
(c) I
NVESTMENTADVISERSACT OF1940.—Section 19
202(a) of the Investment Advisers Act of 1940 (15 U.S.C. 20
80b–2) is amended— 21
(1) in paragraph (18), by adding at the end the 22
following: ‘‘The term does not include a digital com-23
modity or permitted payment stablecoin.’’; 24 98 
•HR 4763 EH
(2) by redesignating the second paragraph (29) 1
(relating to commodity pools) as paragraph (31); 2
(3) by adding at the end, the following: 3
‘‘(32) D
IGITAL ASSET-RELATED TERMS .—The 4
terms ‘digital commodity’ and ‘permitted payment 5
stablecoin’ have the meaning given those terms, re-6
spectively, under section 2(a) of the Securities Act 7
of 1933 (15 U.S.C. 77b(a)).’’. 8
(d) I
NVESTMENTCOMPANYACT OF1940.—Section 9
2(a) of the Investment Company Act of 1940 (15 U.S.C. 10
80a–2) is amended— 11
(1) in paragraph (36), by adding at the end the 12
following: ‘‘The term does not include a digital com-13
modity or permitted payment stablecoin.’’; and 14
(2) by adding at the end, the following: 15
‘‘(55) D
IGITAL ASSET-RELATED TERMS .—The 16
terms ‘digital commodity’ and ‘permitted payment 17
stablecoin’ have the meaning given those terms, re-18
spectively, under section 2(a) of the Securities Act 19
of 1933 (15 U.S.C. 77b(a)).’’. 20
SEC. 402. AUTHORITY OVER PERMITTED PAYMENT 21
STABLECOINS AND RESTRICTED DIGITAL AS-22
SETS. 23
(a) I
NGENERAL.—Section 10 of the Securities Ex-24
change Act of 1934 (15 U.S.C. 78j) is amended— 25 99 
•HR 4763 EH
(1) by moving subsection (c) so as to appear 1
after subsection (b); 2
(2) by designating the undesignated matter at 3
the end of that section as subsection (d); and 4
(3) by adding at the end the following: 5
‘‘(e)(1) Rules promulgated under subsection (b) that 6
prohibit fraud, manipulation, or insider trading (but not 7
rules imposing or specifying reporting or recordkeeping re-8
quirements, procedures, or standards as prophylactic 9
measures against fraud, manipulation, or insider trading), 10
and judicial precedents decided under subsection (b) and 11
rules promulgated thereunder that prohibit fraud, manip-12
ulation, or insider trading, shall apply with respect to per-13
mitted payment stablecoin transactions and restricted dig-14
ital assets transactions engaged in by a broker, dealer, 15
digital asset broker, or digital asset dealer or through an 16
alternative trading system or digital asset trading system 17
to the same extent as they apply to securities transactions. 18
‘‘(2) Judicial precedents decided under section 17(a) 19
of the Securities Act of 1933 and sections 9, 15, 16, 20, 20
and 21A of this title, and judicial precedents decided 21
under applicable rules promulgated under such sections, 22
shall apply to permitted payment stablecoins and re-23
stricted digital assets with respect to those circumstances 24
in which the permitted payment stablecoins or restricted 25 100 
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digital assets are brokered, traded, or custodied by a 1
broker, dealer, digital asset broker, digital asset dealer, 2
or through an alternative trading system or digital asset 3
trading system to the same extent as they apply to securi-4
ties. 5
‘‘(3) Nothing in this subsection may be construed to 6
provide the Commission authority to make any rule, regu-7
lation, or requirement or impose any obligation or limita-8
tion on a permitted payment stablecoin issuer or a digital 9
asset issuer regarding any aspect of the operations of a 10
permitted payment stablecoin issuer, a digital asset issuer, 11
a permitted payment stablecoin, or a restricted digital 12
asset.’’. 13
(b) T
REATMENT OF PERMITTED PAYMENT 14
S
TABLECOINS.—Title I of the Securities Exchange Act of 15
1934 (15 U.S.C. 78a et seq.), as amended by section 404, 16
is amended by inserting after section 6B the following: 17
‘‘SEC. 6C. TREATMENT OF TRANSACTIONS IN PERMITTED 18
PAYMENT STABLECOINS. 19
‘‘(a) A
UTHORITY TOBROKER, TRADE, ANDCUSTODY 20
P
ERMITTEDPAYMENTSTABLECOINS.—Permitted pay-21
ment stablecoins may be brokered, traded, or custodied by 22
a broker, dealer, digital asset broker, or digital asset deal-23
er or through an alternative trading system or digital asset 24
trading system. 25 101 
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‘‘(b) COMMISSIONJURISDICTION.—The Commission 1
shall only have jurisdiction over a transaction in a per-2
mitted payment stablecoin with respect to those cir-3
cumstances in which a permitted payment stablecoin is 4
brokered, traded, or custodied— 5
‘‘(1) by a broker, dealer, digital asset broker, or 6
digital asset dealer; or 7
‘‘(2) through an alternative trading system or 8
digital asset trading system. 9
‘‘(c) L
IMITATION.—Subsection (b) shall only apply to 10
a transaction described in subsection (b) for the purposes 11
of regulating the offer, execution, solicitation, or accept-12
ance of a permitted payment stablecoin in those cir-13
cumstances in which the permitted payment stablecoin is 14
brokered, traded, or custodied— 15
‘‘(1) by a broker, dealer, digital asset broker, or 16
digital asset dealer; or 17
‘‘(2) through an alternative trading system or 18
digital asset trading system.’’. 19
SEC. 403. REGISTRATION OF DIGITAL ASSET TRADING SYS-20
TEMS. 21
Section 6 of the Securities Exchange Act of 1934 (15 22
U.S.C. 78f) is amended by adding at the end the following: 23
‘‘(m) D
IGITALASSETTRADINGSYSTEM.— 24 102 
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‘‘(1) IN GENERAL.—It shall be unlawful for any 1
digital asset trading system to make use of the mails 2
or any means or instrumentality of interstate com-3
merce within or subject to the jurisdiction of the 4
United States to effect any transaction in a re-5
stricted digital asset, unless such digital asset trad-6
ing system is registered with the Commission. 7
‘‘(2) A
PPLICATION.—A person desiring to reg-8
ister as a digital asset trading system shall submit 9
to the Commission an application in such form and 10
containing such information as the Commission may 11
require for the purpose of making the determina-12
tions required for approval. 13
‘‘(3) E
XEMPTIONS.—A digital asset trading sys-14
tem that offers or seeks to offer at least one re-15
stricted digital asset shall not be required to register 16
under this section (and paragraph (1) shall not 17
apply to such digital asset trading system) if the 18
trading system satisfies any exemption contained on 19
a list of exemptions prepared by the Commission to 20
be as close as practicable to those exemptions set 21
forth in section 240.3b–16(b) of title 17, Code of 22
Federal Regulations, applicable to the definition of 23
an exchange. 24
‘‘(4) A
DDITIONAL REGISTRATIONS .— 25 103 
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‘‘(A) WITH THE COMMISSION.— 1
‘‘(i) I
N GENERAL.—A registered dig-2
ital asset trading system shall be permitted 3
to maintain any other registration with the 4
Commission relating to the other activities 5
of the registered digital asset trading sys-6
tem, including as a— 7
‘‘(I) national securities exchange; 8
‘‘(II) broker; 9
‘‘(III) dealer; 10
‘‘(IV) alternative trading system, 11
pursuant to part 242 of title 17, Code 12
of Federal Regulations, as in effect on 13
the date of enactment of this sub-14
section; 15
‘‘(V) digital asset broker; or 16
‘‘(VI) digital asset dealer. 17
‘‘(ii) R
ULEMAKING.—The Commission 18
shall prescribe rules for an entity with 19
multiple registrations described under 20
clause (i) to exempt the entity from dupli-21
cative, conflicting, or unduly burdensome 22
provisions of this Act and the rules under 23
this Act, to the extent such an exemption 24
would protect investors, maintain fair, or-25 104 
•HR 4763 EH
derly, and efficient markets, and facilitate 1
capital formation. 2
‘‘(B) W
ITH THE COMMODITY FUTURES 3
TRADING COMMISSION .—A registered digital 4
asset trading system shall be permitted to 5
maintain a registration with the Commodity 6
Futures Trading Commission as a digital com-7
modity exchange to offer contracts of sale for 8
digital commodities.’’. 9
SEC. 404. REQUIREMENTS FOR DIGITAL ASSET TRADING 10
SYSTEMS. 11
Title I of the Securities Exchange Act of 1934 (15 12
U.S.C. 78a et seq.) is amended by inserting after section 13
6 the following: 14
‘‘SEC. 6A. REQUIREMENTS FOR DIGITAL ASSET TRADING 15
SYSTEMS. 16
‘‘(a) H
OLDING OFCUSTOMERASSETS.— 17
‘‘(1) Q
UALIFIED DIGITAL ASSET CUSTODIAN 18
REQUIRED.—A digital asset trading system shall 19
hold customer restricted digital assets with a quali-20
fied digital asset custodian described under section 21
6B. 22
‘‘(2) C
USTODY PROHIBITED .—A digital asset 23
trading system, in its capacity as such, may not hold 24
custody of customer money, assets, or property. 25 105 
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‘‘(3) CUSTODY IN OTHER CAPACITY .—Nothing 1
in this Act may be construed to prohibit a person 2
registered as a digital asset trading system from 3
holding custody of customer money, assets, or prop-4
erty in any other permitted capacity, including as a 5
digital asset broker, digital asset dealer, or qualified 6
digital asset custodian in compliance with the re-7
quirements of this Act. 8
‘‘(b) R
ULEMAKING.—The Commission shall prescribe 9
rules for digital asset trading systems relating to the fol-10
lowing: 11
‘‘(1) N
OTICE.—Notice to the Commission of the 12
initial operation of a digital asset trading system or 13
any material change to the operation of the digital 14
asset trading system. 15
‘‘(2) O
RDER DISPLAY.—The thresholds at 16
which a digital asset trading system is required to 17
display the orders of the digital asset trading sys-18
tem, and the manner of such display. 19
‘‘(3) F
AIR ACCESS.—The thresholds at which a 20
digital asset trading system is required to have poli-21
cies regarding providing fair access to the digital 22
asset trading system. 23
‘‘(4) C
APACITY, INTEGRITY, AND SECURITY OF 24
AUTOMATED SYSTEMS .—Policies and procedures rea-25 106 
•HR 4763 EH
sonably designed to ensure the capacity, integrity, 1
and security of the digital asset trading system, tak-2
ing into account the particular nature of digital 3
asset trading systems. 4
‘‘(5) E
XAMINATIONS, INSPECTIONS, AND INVES-5
TIGATIONS.—The examination and inspection of the 6
premises, systems, and records of the digital asset 7
trading system by the Commission or by a self-regu-8
latory organization of which such digital asset trad-9
ing system is a member. 10
‘‘(6) R
ECORDKEEPING.—The making, keeping 11
current, and preservation of records related to trad-12
ing activity on the digital asset trading system. 13
‘‘(7) R
EPORTING.—The reporting of trans-14
actions in digital assets that occur through the dig-15
ital asset trading system. 16
‘‘(8) P
ROCEDURES.—The establishment of ade-17
quate written safeguards and written procedures to 18
protect confidential trading information. 19
‘‘(c) N
AMEREQUIREMENT.—A digital asset trading 20
system may not use the word ‘exchange’ in the name of 21
the digital asset trading system, unless the digital asset 22
trading system— 23
‘‘(1) is operated by a registered national securi-24
ties exchange; and 25 107 
•HR 4763 EH
‘‘(2) is clearly indicated as being provided out-1
side of the system’s capacity as a national securities 2
exchange. 3
‘‘SEC. 6B. REQUIREMENTS FOR QUALIFIED DIGITAL ASSET 4
CUSTODIANS. 5
‘‘(a) I
NGENERAL.—A digital asset custodian is a 6
qualified digital asset custodian if the digital asset custo-7
dian complies with the requirements of this section. 8
‘‘(b) S
UPERVISIONREQUIREMENT.—A digital asset 9
custodian that is not subject to supervision and examina-10
tion by an appropriate Federal banking agency, the Na-11
tional Credit Union Administration, the Commodity Fu-12
tures Trading Commission, or the Securities and Ex-13
change Commission shall be subject to adequate super-14
vision and appropriate regulation by— 15
‘‘(1) a State bank supervisor (within the mean-16
ing of section 3 of the Federal Deposit Insurance 17
Act); 18
‘‘(2) a State credit union supervisor, as defined 19
under section 6003 of the Anti-Money Laundering 20
Act of 2020; or 21
‘‘(3) an appropriate foreign governmental au-22
thority in the home country of the digital asset cus-23
todian. 24
‘‘(c) O
THERREQUIREMENTS.— 25 108 
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‘‘(1) NOT OTHERWISE PROHIBITED .—The dig-1
ital asset custodian has not been prohibited by a su-2
pervisor of the digital asset custodian from engaging 3
in an activity with respect to the custody and safe-4
keeping of digital assets. 5
‘‘(2) I
NFORMATION SHARING .— 6
‘‘(A) I
N GENERAL.—A digital asset custo-7
dian shall share information with the Commis-8
sion on request and comply with such require-9
ments for periodic sharing of information re-10
garding customer accounts that the digital asset 11
custodian holds on behalf of an entity registered 12
with the Commission as the Commission deter-13
mines by rule are reasonably necessary to effec-14
tuate any of the provisions, or to accomplish 15
any of the purposes, of this Act. 16
‘‘(B) P
ROVISION OF INFORMATION .—Any 17
entity that is subject to regulation and exam-18
ination by an appropriate Federal banking 19
agency may satisfy any information request de-20
scribed in subparagraph (A) by providing the 21
Commission with a detailed listing, in writing, 22
of the restricted digital assets of a customer 23
within the custody or use of the entity. 24 109 
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‘‘(d) ADEQUATESUPERVISION AND APPROPRIATE 1
R
EGULATION.— 2
‘‘(1) I
N GENERAL.—For purposes of subsection 3
(b), the terms ‘adequate supervision’ and ‘appro-4
priate regulation’ mean such minimum standards for 5
supervision and regulation as are reasonably nec-6
essary to protect the digital assets of customers of 7
an entity registered with the Commission, including 8
standards relating to the licensing, examination, and 9
supervisory processes that require the digital asset 10
custodian to, at a minimum— 11
‘‘(A) receive a review and evaluation of 12
ownership, character and fitness, conflicts of in-13
terest, business model, financial statements, 14
funding resources, and policies and procedures 15
of the digital asset custodian; 16
‘‘(B) hold capital sufficient for the finan-17
cial integrity of the digital asset custodian; 18
‘‘(C) protect customer assets; 19
‘‘(D) establish and maintain books and 20
records regarding the business of the digital 21
asset custodian; 22
‘‘(E) submit financial statements and au-23
dited financial statements to the applicable su-24
pervisor described in subsection (b); 25 110 
•HR 4763 EH
‘‘(F) provide disclosures to the applicable 1
supervisor described in subsection (b) regarding 2
actions, proceedings, and other items as deter-3
mined by such supervisor; 4
‘‘(G) maintain and enforce policies and 5
procedures for compliance with applicable State 6
and Federal laws, including those related to 7
anti-money laundering and cybersecurity; 8
‘‘(H) establish a business continuity plan 9
to ensure functionality in cases of disruption; 10
and 11
‘‘(I) establish policies and procedures to re-12
solve complaints. 13
‘‘(2) R
ULEMAKING WITH RESPECT TO DEFINI -14
TIONS.— 15
‘‘(A) I
N GENERAL.—For purposes of this 16
section, the Commission may, by rule, further 17
define the terms ‘adequate supervision’ and ‘ap-18
propriate regulation’ as necessary in the public 19
interest, as appropriate for the protection of in-20
vestors, and consistent with the purposes of this 21
Act. 22
‘‘(B) C
ONDITIONAL TREATMENT OF CER -23
TAIN CUSTODIANS BEFORE RULEMAKING .—Be-24
fore the effective date of a rulemaking under 25 111 
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subparagraph (A), a trust company is deemed 1
subject to adequate supervision and appropriate 2
regulation if— 3
‘‘(i) the trust company is expressly 4
permitted by a State bank supervisor to 5
engage in the custody and safekeeping of 6
digital assets; 7
‘‘(ii) the State bank supervisor has es-8
tablished licensing, examination, and su-9
pervisory processes that require the trust 10
company to, at a minimum, meet the con-11
ditions described in subparagraphs (A) 12
through (I) of paragraph (1); and 13
‘‘(iii) the trust company is in good 14
standing with its State bank supervisor. 15
‘‘(C) T
RANSITION PERIOD FOR CERTAIN 16
CUSTODIANS.—In implementing the rulemaking 17
under subparagraph (A), the Commission shall 18
provide a transition period of not less than two 19
years for any trust company which is deemed 20
subject to adequate supervision and appropriate 21
regulation under subparagraph (B) on the ef-22
fective date of the rulemaking.’’. 23 112 
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SEC. 405. REGISTRATION OF DIGITAL ASSET BROKERS AND 1
DIGITAL ASSET DEALERS. 2
The Securities Exchange Act of 1934 (15 U.S.C. 78a 3
et seq.) is amended by inserting after section 15G the fol-4
lowing: 5
‘‘SEC. 15H. REGISTRATION OF DIGITAL ASSET BROKERS 6
AND DIGITAL ASSET DEALERS. 7
‘‘(a) R
EGISTRATION.— 8
‘‘(1) I
N GENERAL.—It shall be unlawful for any 9
digital asset broker or digital asset dealer (other 10
than a natural person associated with a registered 11
digital asset broker or registered digital asset dealer, 12
and other than such a digital asset broker or digital 13
asset dealer whose business is exclusively intrastate 14
and who does not make use of a digital asset trading 15
system) to make use of the mails or any means or 16
instrumentality of interstate commerce to effect any 17
transactions in, or to induce or attempt to induce 18
the purchase or sale of, any restricted digital asset 19
unless such digital asset broker or digital asset deal-20
er is registered in accordance with this section. 21
‘‘(2) A
PPLICATION.—A person desiring to reg-22
ister as a digital asset broker or digital asset dealer 23
shall submit to the Commission an application in 24
such form and containing such information as the 25 113 
•HR 4763 EH
Commission may require for the purpose of making 1
the determinations required for approval. 2
‘‘(b) N
ATIONALSECURITIESASSOCIATIONMEMBER-3
SHIP.— 4
‘‘(1) I
N GENERAL.—A digital asset broker or 5
digital asset dealer may not register or maintain reg-6
istration under this section unless such digital asset 7
broker or digital asset dealer is a member of a na-8
tional securities association registered under section 9
15A. 10
‘‘(2) T
REATMENT UNDER SECTION 15A .— 11
‘‘(A) I
N GENERAL.—For purposes of sec-12
tion 15A— 13
‘‘(i) the term ‘broker’ includes a dig-14
ital asset broker and the term ‘registered 15
broker’ includes a registered digital asset 16
broker; 17
‘‘(ii) the term ‘dealer’ includes a dig-18
ital asset dealer and the term ‘registered 19
dealer’ includes a registered digital asset 20
dealer; and 21
‘‘(iii) the term ‘security’ includes a re-22
stricted digital asset. 23
‘‘(B) C
LARIFICATION.—Notwithstanding 24
subparagraph (A), a national securities associa-25 114 
•HR 4763 EH
tion shall, with respect to the restricted digital 1
asset activities of a digital asset broker or a 2
digital asset dealer, only examine for and en-3
force against such digital asset broker or digital 4
asset dealer— 5
‘‘(i) rules of such national securities 6
association written specifically for digital 7
asset brokers or digital asset dealers; 8
‘‘(ii) the provisions of the Financial 9
Innovation and Technology for the 21st 10
Century Act and rules issued thereunder 11
applicable to digital asset brokers and dig-12
ital asset dealers; and 13
‘‘(iii) the provisions of the securities 14
laws and the rules thereunder applicable to 15
digital asset brokers and digital asset deal-16
ers. 17
‘‘(c) A
DDITIONALREGISTRATIONSWITH THECOM-18
MISSION.— 19
‘‘(1) I
N GENERAL.—A registered digital asset 20
broker or registered digital asset dealer shall be per-21
mitted to maintain any other registration with the 22
Commission relating to the other activities of the 23
registered digital asset broker or registered digital 24
asset dealer, including as— 25 115 
•HR 4763 EH
‘‘(A) a national securities exchange; 1
‘‘(B) a broker; 2
‘‘(C) a dealer; 3
‘‘(D) an alternative trading system, pursu-4
ant to part 242 of title 17, Code of Federal 5
Regulations, as in effect on the date of enact-6
ment of this section; or 7
‘‘(E) a digital asset trading system. 8
‘‘(2) R
ULEMAKING.—The Commission shall pre-9
scribe rules for an entity with multiple registrations 10
described under paragraph (1) to exempt the entity 11
from duplicative, conflicting, or unduly burdensome 12
provisions of this Act and the rules under this Act, 13
to the extent such an exemption would protect inves-14
tors, maintain fair, orderly, and efficient markets, 15
and facilitate capital formation. 16
‘‘(3) S
ELF-REGULATORY ORGANIZATIONS .—The 17
Commission shall require any self-regulatory organi-18
zation with a registered digital asset broker or reg-19
istered digital asset dealer as a member to provide 20
such rules as may be necessary to further compli-21
ance with this section, protect investors, maintain 22
fair, orderly, and efficient markets, and facilitate 23
capital formation. 24 116 
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‘‘(d) ADDITIONALREGISTRATIONSWITH THECOM-1
MODITYFUTURESTRADINGCOMMISSION.—A registered 2
digital asset broker or registered digital asset dealer shall 3
be permitted to maintain a registration with the Com-4
modity Futures Trading Commission as a digital com-5
modity broker or digital commodity dealer, to list or trade 6
contracts of sale for digital commodities.’’. 7
SEC. 406. REQUIREMENTS OF DIGITAL ASSET BROKERS 8
AND DIGITAL ASSET DEALERS. 9
(a) I
NGENERAL.—Section 15H of the Securities Ex-10
change Act of 1934, as added by section 405, is amended 11
by adding at the end the following: 12
‘‘(e) A
NTI-FRAUD.—No digital asset broker or digital 13
asset dealer shall make use of the mails or any means or 14
instrumentality of interstate commerce to effect any trans-15
action in, or to induce or attempt to induce the purchase 16
or sale of, any restricted digital asset by means of any 17
manipulative, deceptive, or other fraudulent device or con-18
trivance. 19
‘‘(f) H
OLDING OFCUSTOMERASSETS.— 20
‘‘(1) I
N GENERAL.—A digital asset broker or 21
digital asset dealer shall hold customer money, as-22
sets, and property in a manner to minimize the risk 23
of loss to the customer or unreasonable delay in the 24 117 
•HR 4763 EH
access to the money, assets, and property of the cus-1
tomer. 2
‘‘(2) Q
UALIFIED DIGITAL ASSET CUSTODIAN 3
REQUIRED.—A digital asset broker or digital asset 4
dealer shall hold customer restricted digital assets 5
described in paragraph (1) with a qualified digital 6
asset custodian described under section 6B. 7
‘‘(3) S
EGREGATION OF FUNDS .— 8
‘‘(A) I
N GENERAL.—A digital asset broker 9
or digital asset dealer shall treat and deal with 10
all money, assets, and property held for a cus-11
tomer of the digital asset broker or digital asset 12
dealer, or that accrues to a customer as a result 13
of trading in restricted digital assets, as belong-14
ing to the customer. 15
‘‘(B) C
OMMINGLING PROHIBITED .—Money, 16
assets, and property of a customer described in 17
subparagraph (A) shall be separately accounted 18
for and shall not be commingled with the funds 19
of the digital asset broker or digital asset dealer 20
or be used to margin, secure, or guarantee any 21
trades of any person other than the customer of 22
the digital asset broker or digital asset dealer 23
for whom the same are held. 24
‘‘(4) E
XCEPTIONS.— 25 118 
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‘‘(A) USE OF FUNDS.— 1
‘‘(i) I
N GENERAL.—Notwithstanding 2
paragraph (4), money, assets, and property 3
of customers of a digital asset broker or 4
digital asset dealer described in paragraph 5
(4) may be maintained and deposited in 6
the same account or accounts with any 7
bank, trust company, or qualified digital 8
asset custodian described under section 9
6B, if the money, assets, and property re-10
main segregated from the money, assets, 11
and property of the digital asset broker or 12
digital asset dealer. 13
‘‘(ii) W
ITHDRAWAL.—Notwithstanding 14
paragraph (4), such share of the money, 15
assets, and property described in para-16
graph (4) as in the normal course of busi-17
ness shall be necessary to transfer, adjust, 18
or settle a restricted digital asset trans-19
action pursuant to a customer’s instruction 20
(standing or otherwise) may be withdrawn 21
and applied to such purposes, including the 22
withdrawal and payment of commissions, 23
brokerage, interest, taxes, storage, and 24
other charges lawfully accruing in connec-25 119 
•HR 4763 EH
tion with a restricted digital asset trans-1
action. 2
‘‘(iii) C
OMMISSION ACTION.—In ac-3
cordance with such terms and conditions 4
as the Commission may prescribe by rule, 5
regulation, or order, any money, assets, or 6
property of a customer of a digital asset 7
broker or digital asset dealer described in 8
paragraph (4) may be commingled and de-9
posited as provided in this section with any 10
other money, assets, or property received 11
by the digital asset broker or digital asset 12
dealer and required by the Commission to 13
be separately accounted for and treated 14
and dealt with as belonging to the cus-15
tomer of the digital asset broker or digital 16
asset dealer. 17
‘‘(B) P
ARTICIPATION IN BLOCKCHAIN 18
SERVICES.— 19
‘‘(i) I
N GENERAL.—A customer shall 20
have the right to waive the restrictions in 21
paragraph (4) for any unit of a digital 22
asset to be used under clause (ii), by af-23
firmatively electing, in writing to the dig-24 120 
•HR 4763 EH
ital asset broker or digital asset dealer, to 1
waive the restrictions. 2
‘‘(ii) U
SE OF FUNDS.—Customer dig-3
ital assets removed from segregation under 4
clause (i) may be pooled and used by the 5
digital asset broker or digital asset dealer 6
or its designee to provide a blockchain 7
service for a blockchain system to which 8
the unit of the digital asset removed from 9
segregation under clause (i) relates. 10
‘‘(iii) L
IMITATIONS.— 11
‘‘(I) I
N GENERAL.—The Commis-12
sion may, by rule, establish notice and 13
disclosure requirements, and any 14
other limitations and rules related to 15
the waiving of any restrictions under 16
this subparagraph that are reasonably 17
necessary to protect customers. 18
‘‘(II) C
USTOMER CHOICE .—A 19
digital asset broker or digital asset 20
dealer may not require a waiver from 21
a customer described in clause (i) as 22
a condition of doing business with the 23
digital asset broker or digital asset 24
dealer. 25 121 
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‘‘(iv) BLOCKCHAIN SERVICE DE -1
FINED.—In this subparagraph, the term 2
‘blockchain service’ means any activity re-3
lating to validating transactions on a 4
blockchain system, providing security for a 5
blockchain system, or other similar activity 6
required for the ongoing operation of a 7
blockchain system. 8
‘‘(5) F
URTHER LIMITATIONS.—No person shall 9
treat or deal with a restricted digital asset held on 10
behalf of any customer pursuant to paragraph (4) by 11
utilizing any unit of such restricted digital asset to 12
participate in a blockchain service (as defined in 13
paragraph (5)(B)(iv)) or a decentralized governance 14
system associated with the restricted digital asset or 15
the blockchain system to which the restricted digital 16
asset relates in any manner other than that which 17
is expressly directed by the customer from which 18
such unit of a restricted digital asset was received. 19
‘‘(g) C
APITALREQUIREMENTS.— 20
‘‘(1) I
N GENERAL.—Each registered digital 21
asset broker and registered digital asset dealer shall 22
meet such minimum capital requirements as the 23
Commission may prescribe to ensure that the digital 24
asset broker or digital asset dealer is able to— 25 122 
•HR 4763 EH
‘‘(A) conduct an orderly wind-down of the 1
activities of the digital asset broker or digital 2
asset dealer; and 3
‘‘(B) fulfill the customer obligations of the 4
digital asset broker or digital asset dealer. 5
‘‘(2) C
ALCULATION.—For purposes of any 6
Commission rule or order adopted under this section 7
or any interpretation thereof regulating a digital 8
asset broker or digital asset dealer’s financial re-9
sponsibility obligations and capital requirements, a 10
registered digital asset broker or digital asset dealer 11
that maintains control of customer digital assets in 12
a manner that satisfies the rules issued by the Com-13
mission under subsection (f)(2) shall not be required 14
to include the custodial obligation with respect to 15
such digital assets as liabilities or such digital assets 16
as assets of the digital asset broker or digital asset 17
dealer. 18
‘‘(h) R
EPORTING ANDRECORDKEEPING.—Each reg-19
istered digital asset broker and digital asset dealer— 20
‘‘(1) shall make such reports as are required by 21
the Commission by rule or regulation regarding the 22
transactions, positions, and financial condition of the 23
digital asset broker or digital asset dealer; 24 123 
•HR 4763 EH
‘‘(2) shall keep books and records in such form 1
and manner and for such period as may be pre-2
scribed by the Commission by rule or regulation; and 3
‘‘(3) shall keep the books and records open to 4
inspection and examination by any representative of 5
the Commission.’’. 6
(b) D
EFINITION OFCLEARINGAGENCY.—Section 7
3(a)(23)(B) of the Securities Exchange Act of 1934 (15 8
U.S.C. 78c(a)(23)(B)) is amended by inserting ‘‘digital 9
asset broker, digital asset dealer,’’ after ‘‘broker, dealer,’’ 10
each place such term appears. 11
SEC. 407. RULES RELATED TO CONFLICTS OF INTEREST. 12
The Securities Exchange Act of 1934 (15 U.S.C. 78a 13
et seq.) is amended by inserting after section 10D the fol-14
lowing: 15
‘‘SEC. 10E. CONFLICTS OF INTEREST RELATED TO DIGITAL 16
ASSETS. 17
‘‘Each registered digital asset trading system, reg-18
istered digital asset broker, registered digital asset dealer, 19
and notice-registered digital asset clearing agency shall es-20
tablish, maintain, and enforce written policies and proce-21
dures reasonably designed, taking into consideration the 22
nature of such person’s business, to mitigate any conflicts 23
of interest and transactions or arrangements with affili-24
ates.’’. 25 124 
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SEC. 408. TREATMENT OF CERTAIN DIGITAL ASSETS IN 1
CONNECTION WITH FEDERALLY REGULATED 2
INTERMEDIARIES. 3
Section 18(b) of the Securities Act of 1933 (15 4
U.S.C. 77r(b)) is amended by adding at the end the fol-5
lowing: 6
‘‘(5) E
XEMPTION FOR CERTAIN DIGITAL ASSETS 7
IN CONNECTION WITH FEDERALLY REGULATED 8
INTERMEDIARIES.—A restricted digital asset is 9
treated as a covered security with respect to a trans-10
action that is exempt from registration under this 11
Act when it is— 12
‘‘(A) brokered, traded, custodied, or 13
cleared by a digital asset broker or digital asset 14
dealer registered under section 15H of the Se-15
curities Exchange Act of 1934; or 16
‘‘(B) traded through a digital asset trading 17
system.’’. 18
SEC. 409. EXCLUSION FOR DECENTRALIZED FINANCE AC-19
TIVITIES. 20
The Securities Exchange Act of 1934 (15 U.S.C. 78a 21
et seq.), as amended by section 405, is further amended 22
by inserting after section 15H the following: 23 125 
•HR 4763 EH
‘‘SEC. 15I. DECENTRALIZED FINANCE ACTIVITIES NOT SUB-1
JECT TO THIS ACT. 2
‘‘(a) I
NGENERAL.—Notwithstanding any other pro-3
vision of this Act, a person shall not be subject to this 4
Act and the regulations thereunder based on the person 5
directly or indirectly engaging in any of the following ac-6
tivities, whether singly or in combination thereof, in rela-7
tion to the operation of a blockchain system or in relation 8
to decentralized finance (as defined in section 605(d) of 9
the Financial Innovation and Technology for the 21st 10
Century Act): 11
‘‘(1) Compiling network transactions, operating 12
or participating in a liquidity pool, relaying, search-13
ing, sequencing, validating, or acting in a similar ca-14
pacity with respect to a digital asset. 15
‘‘(2) Providing computational work, operating a 16
node, or procuring, offering, or utilizing network 17
bandwidth, or other similar incidental services with 18
respect to a digital asset. 19
‘‘(3) Providing a user-interface that enables a 20
user to read and access data about a blockchain sys-21
tem, send messages, or otherwise interact with a 22
blockchain system. 23
‘‘(4) Developing, publishing, constituting, ad-24
ministering, maintaining, or otherwise distributing a 25
blockchain system. 26 126 
•HR 4763 EH
‘‘(5) Developing, publishing, constituting, ad-1
ministering, maintaining, or otherwise distributing 2
software or systems that create or deploy a hard-3
ware or software wallet or other system facilitating 4
an individual user’s own personal ability to keep, 5
safeguard, or custody such user’s digital assets or 6
related private keys. 7
‘‘(b) E
XCEPTIONS.—Subsection (a) shall not be con-8
strued to apply to the anti-fraud and anti-manipulation 9
authorities of the Commission.’’. 10
SEC. 410. REGISTRATION AND REQUIREMENTS FOR NO-11
TICE-REGISTERED DIGITAL ASSET CLEARING 12
AGENCIES. 13
Section 17A(b) of the Securities Exchange Act of 14
1934 (15 U.S.C. 78q-1(b)) is amended— 15
(1) in subsection (1), by inserting after the first 16
sentence the following: ‘‘The previous sentence shall 17
not apply to a notice-registered digital asset clearing 18
agency with respect to a restricted digital asset.’’; 19
and 20
(2) by adding at the end the following: 21
‘‘(9) R
EGISTRATION AND REQUIREMENTS FOR 22
NOTICE-REGISTERED DIGITAL ASSET CLEARING 23
AGENCY.— 24 127 
•HR 4763 EH
‘‘(A) ELIGIBILITY.—A person may register 1
with the Commission as a notice-registered dig-2
ital asset clearing agency if the person— 3
‘‘(i) is otherwise registered as a digital 4
asset broker or digital asset dealer with the 5
Commission and is engaging in a business 6
involving restricted digital assets, in com-7
pliance with Commission rules pursuant to 8
section 15H(f); 9
‘‘(ii) is a bank; or 10
‘‘(iii) is a clearing agency already reg-11
istered with the Commission pursuant to 12
this section. 13
‘‘(B) R
EGISTRATION.—A person may reg-14
ister with the Commission as a notice-registered 15
digital asset clearing agency by filing with the 16
Commission a notice of the activities of the per-17
son or planned activities in such form as the 18
Commission determines appropriate. 19
‘‘(C) E
FFECTIVENESS OF REGISTRA -20
TION.— 21
‘‘(i) I
N GENERAL.—The registration 22
of a person filing a notice described under 23
subparagraph (B) as a notice-registered 24
digital asset clearing agency shall be effec-25 128 
•HR 4763 EH
tive upon publication by the Commission of 1
such notice, which shall occur no later than 2
14 days after the date of such filing. 3
‘‘(ii) I
NITIAL REGISTRATIONS.— 4
‘‘(I) I
N GENERAL.—A person 5
registered as a notice-registered dig-6
ital asset clearing agency before the 7
date on which the Commission adopts 8
rules under subparagraph (D) shall, 9
after such rules are adopted, renew 10
the person’s registration pursuant to 11
such rules. 12
‘‘(II) E
XCEPTION.—Notwith-13
standing subclause (I), a person reg-14
istered as a notice-registered digital 15
asset clearing agency before the end 16
of the 2-year period beginning on the 17
date of the enactment of this section 18
shall have such registration remain in 19
effect until the end of such 2-year pe-20
riod. 21
‘‘(D) R
ULEMAKING.—The Commission 22
may adopt rules, which may not take effect 23
until at least 360 days following the date of en-24
actment of this paragraph, with regard to the 25 129 
•HR 4763 EH
activities of notice-registered digital asset clear-1
ing agencies, taking into account the nature of 2
restricted digital assets.’’. 3
SEC. 411. TREATMENT OF CUSTODY ACTIVITIES BY BANK-4
ING INSTITUTIONS. 5
(a) T
REATMENT OFCUSTODYACTIVITIES.—The ap-6
propriate Federal banking agency (as defined under sec-7
tion 3 of the Federal Deposit Insurance Act (12 U.S.C. 8
1813)), the National Credit Union Administration (in the 9
case of a credit union), and the Securities and Exchange 10
Commission may not require, or take supervisory action 11
that would cause, a depository institution, national bank, 12
Federal credit union, State credit union, or trust company, 13
or any affiliate (as such term is defined under section 2 14
of the Bank Holding Company Act of 1956) thereof— 15
(1) to include assets held in custody or safe-16
keeping, or the assets associated with a cryp-17
tographic key held in custody or safekeeping, as a li-18
ability on such institution’s financial statement or 19
balance sheet, except that cash held for a third party 20
by such institution that is commingled with the gen-21
eral assets of such institution may be reflected as a 22
liability on a financial statement or balance sheet; 23
(2) to hold additional regulatory capital against 24
assets in custody or safekeeping, or the assets asso-25 130 
•HR 4763 EH
ciated with a cryptographic key held in custody or 1
safekeeping, except as necessary to mitigate against 2
operational risks inherent with the custody or safe-3
keeping services, as determined by— 4
(A) the appropriate Federal banking agen-5
cy; 6
(B) the National Credit Union Administra-7
tion (in the case of a credit union); 8
(C) a State bank supervisor (as defined 9
under section 3 of the Federal Deposit Insur-10
ance Act (12 U.S.C. 1813)); or 11
(D) a State credit union supervisor (as de-12
fined under section 6003 of the Anti-Money 13
Laundering Act of 2020); 14
(3) to recognize a liability for any obligations 15
related to activities or services performed for digital 16
assets with respect to which such institution does 17
not have beneficial ownership if that liability would 18
exceed the expense recognized in the income state-19
ment as a result of the corresponding obligation. 20
(b) D
EFINITIONS.—In this section: 21
(1) D
EPOSITORY INSTITUTION.—The term ‘‘de-22
pository institution’’ has the meaning given that 23
term under section 3 of the Federal Deposit Insur-24
ance Act. 25 131 
•HR 4763 EH
(2) CREDIT UNION TERMS .—The terms ‘‘Fed-1
eral credit union’’ and ‘‘State credit union’’ have the 2
meaning given those terms, respectively, under sec-3
tion 101 of the Federal Credit Union Act. 4
SEC. 412. EFFECTIVE DATE; ADMINISTRATION. 5
Except as otherwise provided under this title, this 6
title and the amendments made by this title shall take ef-7
fect 360 days after the date of enactment of this Act, ex-8
cept that, to the extent a provision of this title requires 9
a rulemaking, the provision shall take effect on the later 10
of— 11
(1) 360 days after the date of enactment of this 12
Act; or 13
(2) 60 days after the publication in the Federal 14
Register of the final rule implementing the provision. 15
SEC. 413. DISCRETIONARY SURPLUS FUND. 16
(a) I
NGENERAL.—The dollar amount specified 17
under section 7(a)(3)(A) of the Federal Reserve Act (12 18
U.S.C. 289(a)(3)(A)) is reduced by $15,000,000. 19
(b) E
FFECTIVEDATE.—The amendment made by 20
subsection (a) shall take effect on September 30, 2034. 21
SEC. 414. STUDIES ON FOREIGN ADVERSARY PARTICIPA-22
TION. 23
(a) I
NGENERAL.—The Secretary of the Treasury, in 24
consultation with the Commodity Futures Trading Com-25 132 
•HR 4763 EH
mission and the Securities and Exchange Commission, 1
shall, not later than 1 year after date of the enactment 2
of this section, conduct a study and submit a report to 3
the relevant congressional committees that— 4
(1) identifies any digital asset registrants which 5
are owned by governments of foreign adversaries; 6
(2) determines whether any governments of for-7
eign adversaries are collecting personal data or trad-8
ing data about United States persons in the digital 9
asset markets; and 10
(3) evaluates whether any proprietary intellec-11
tual property of digital asset registrants is being 12
misused or stolen by any governments of foreign ad-13
versaries. 14
(b) GAO S
TUDY ANDREPORT.— 15
(1) I
N GENERAL.—The Comptroller General 16
shall, not later than 1 year after date of the enact-17
ment of this section, conduct a study and submit a 18
report to the relevant congressional committees 19
that— 20
(A) identifies any digital asset registrants 21
which are owned by governments of foreign ad-22
versaries; 23
(B) determines whether any governments 24
of foreign adversaries are collecting personal 25 133 
•HR 4763 EH
data or trading data about United States per-1
sons in the digital asset markets; and 2
(C) evaluates whether any proprietary in-3
tellectual property of digital asset registrants is 4
being misused or stolen by any governments of 5
foreign adversaries. 6
(c) D
EFINITIONS.—In this section: 7
(1) D
IGITAL ASSET REGISTRANT .—The term 8
‘‘digital asset registrant’’ means any person required 9
to register as a digital asset trading system, digital 10
asset broker, digital asset dealer, digital commodity 11
exchange, digital commodity broker, or digital com-12
modity dealer under this Act. 13
(2) F
OREIGN ADVERSARIES .—The term ‘‘for-14
eign adversaries’’ means the foreign governments 15
and foreign non-government persons determined by 16
the Secretary of Commerce to be foreign adversaries 17
under section 7.4(a) of title 15, Code of Federal 18
Regulations. 19
(3) R
ELEVANT CONGRESSIONAL COMMIT -20
TEES.—The term ‘‘relevant congressional commit-21
tees’’ means— 22
(A) the Committees on Financial Services 23
and Agriculture of the House of Representa-24
tives; and 25 134 
•HR 4763 EH
(B) the Committees on Banking, Housing, 1
and Urban Affairs and Agriculture, Nutrition, 2
and Forestry of the Senate. 3
TITLE V—REGISTRATION FOR 4
DIGITAL ASSET INTER-5
MEDIARIES AT THE COM-6
MODITY FUTURES TRADING 7
COMMISSION 8
SEC. 501. COMMISSION JURISDICTION OVER DIGITAL COM-9
MODITY TRANSACTIONS. 10
(a) S
AVINGSCLAUSE.—Section 2(a)(1) of the Com-11
modity Exchange Act (7 U.S.C. 2(a)(1)) is amended by 12
adding at the end the following: 13
‘‘(J) Except as expressly provided in this 14
Act, nothing in the Financial Innovation and 15
Technology for the 21st Century Act shall af-16
fect or apply to, or be interpreted to affect or 17
apply to— 18
‘‘(i) any agreement, contract, or 19
transaction that is subject to this Act as— 20
‘‘(I) a contract of sale of a com-21
modity for future delivery or an op-22
tion on such a contract; 23
‘‘(II) a swap; 24
‘‘(III) a security futures product; 25 135 
•HR 4763 EH
‘‘(IV) an option authorized under 1
section 4c of this Act; 2
‘‘(V) an agreement, contract, or 3
transaction described in subparagraph 4
(C)(i) or (D)(i) of subsection (c)(2) of 5
this section; or 6
‘‘(VI) a leverage transaction au-7
thorized under section 19 of this Act; 8
or 9
‘‘(ii) the activities of any person with 10
respect to any such an agreement, con-11
tract, or transaction.’’. 12
(b) L
IMITATION ONAUTHORITYOVERPERMITTED 13
P
AYMENTSTABLECOINS.—Section 2(c)(1) of the Com-14
modity Exchange Act (7 U.S.C. 2(c)(1)) is amended— 15
(1) in subparagraph (F), by striking ‘‘or’’ at 16
the end; 17
(2) in subparagraph (G), by striking the period 18
and inserting ‘‘; or’’; and 19
(3) by adding at the end the following: 20
‘‘(H) permitted payment stablecoins.’’. 21
(c) C
OMMISSIONJURISDICTIONOVERDIGITAL 22
A
SSETTRANSACTIONS.—Section 2(c)(2) of the Com-23
modity Exchange Act (7 U.S.C. 2(c)(2)) is amended— 24
(1) in subparagraph (D)— 25 136 
•HR 4763 EH
(A) in clause (ii)— 1
(i) in subclause (I) by inserting 2
‘‘(other than an agreement, contract, or 3
transaction in a permitted payment 4
stablecoin)’’ after ‘‘paragraph (1)’’; 5
(ii) in subclause (III)— 6
(I) in the matter that precedes 7
item (aa), by inserting ‘‘of a com-8
modity, other than a digital com-9
modity or a permitted payment 10
stablecoin,’’ before ‘‘that’’; and 11
(II) in item (bb), by striking 12
‘‘or’’ at the end; and 13
(iii) by redesignating subclauses (IV) 14
and (V) as subclauses (VI) and (VII) and 15
inserting after subclause (III) the fol-16
lowing: 17
‘‘(IV) a contract of sale of a dig-18
ital commodity or a permitted pay-19
ment stablecoin that results in actual 20
delivery, as the Commission shall by 21
rule determine, within 2 days or such 22
other period as the Commission may 23
determine by rule or regulation based 24
upon the typical commercial practice 25 137 
•HR 4763 EH
in cash or spot markets for the digital 1
commodity involved; 2
‘‘(V) a contract of sale of a dig-3
ital commodity or a permitted pay-4
ment stablecoin that— 5
‘‘(aa) is executed with a reg-6
istered digital commodity deal-7
er— 8
‘‘(AA) directly; 9
‘‘(BB) through a reg-10
istered digital commodity 11
broker; or 12
‘‘(CC) on or subject to 13
the rules of a registered dig-14
ital commodity exchange; 15
and 16
‘‘(bb) is not a contract of 17
sale of— 18
‘‘(AA) a digital com-19
modity or a permitted pay-20
ment stablecoin that ref-21
erences, represents an inter-22
est in, or is functionally 23
equivalent to an agricultural 24
commodity, an excluded 25 138 
•HR 4763 EH
commodity, or an exempt 1
commodity, other than the 2
digital commodity itself, as 3
shall be further defined by 4
the Commission; or 5
‘‘(BB) a digital com-6
modity or a permitted pay-7
ment stablecoin to which the 8
Commission determines, by 9
rule or regulation, it is not 10
in the public interest for this 11
section to apply;’’; and 12
(B) by redesignating clause (iv) as clause 13
(v) and inserting after clause (iii) the following: 14
‘‘(iv) The Commission shall adopt 15
rules and regulations applicable to digital 16
commodity dealers and digital commodity 17
brokers in connection with the agreements, 18
contracts or transactions in digital com-19
modities or permitted payment stablecoins 20
described in clause (ii)(V) of this subpara-21
graph, which shall set forth minimum re-22
quirements related to disclosure, record-23
keeping, margin and financing arrange-24
ments, capital, reporting, business conduct, 25 139 
•HR 4763 EH
documentation, and supervision of employ-1
ees and agents. Except as prohibited in 2
subparagraph (G)(iii), the Commission 3
may also make, promulgate, and enforce 4
such rules and regulations as, in the judg-5
ment of the Commission, are reasonably 6
necessary to effectuate any of the provi-7
sions of, or to accomplish any of the pur-8
poses of, this Act in connection with agree-9
ments, contracts, or transactions described 10
in such clause (ii)(V), which may include, 11
without limitation, requirements regarding 12
registration with the Commission and 13
membership in a registered futures asso-14
ciation.’’; and 15
(2) by adding at the end the following: 16
‘‘(F) C
OMMISSIONJURISDICTIONWITHRESPECT TO 17
D
IGITALCOMMODITYTRANSACTIONS.— 18
‘‘(i) I
N GENERAL.—Subject to sections 6d and 19
12(e), the Commission shall have exclusive jurisdic-20
tion with respect to any account, agreement, con-21
tract, or transaction involving a contract of sale of 22
a digital commodity in interstate commerce, includ-23
ing in a digital commodity cash or spot market, that 24 140 
•HR 4763 EH
is offered, solicited, traded, facilitated, executed, 1
cleared, reported, or otherwise dealt in— 2
‘‘(I) on or subject to the rules of a reg-3
istered entity or an entity that is required to be 4
registered as a registered entity; or 5
‘‘(II) by any other entity registered, or re-6
quired to be registered, with the Commission. 7
‘‘(ii) L
IMITATIONS.—Clause (i) shall not apply 8
with respect to custodial or depository activities for 9
a digital commodity, or custodial or depository ac-10
tivities for any promise or right to a future digital 11
commodity, of an entity regulated by an appropriate 12
Federal banking agency or a State bank supervisor 13
(within the meaning of section 3 of the Federal De-14
posit Insurance Act). 15
‘‘(iii) M
IXED DIGITAL ASSET TRANSACTIONS .— 16
‘‘(I) I
N GENERAL.—Clause (i) shall not 17
apply to a mixed digital asset transaction. 18
‘‘(II) R
EPORTS ON MIXED DIGITAL ASSET 19
TRANSACTIONS.—A digital asset issuer, related 20
person, affiliated person, or other person reg-21
istered with the Securities and Exchange Com-22
mission that engages in a mixed digital asset 23
transaction, shall, on request, open to inspec-24
tion and examination by the Commodity Fu-25 141 
•HR 4763 EH
tures Trading Commission all books and 1
records relating to the mixed digital asset 2
transaction, subject to the confidentiality and 3
disclosure requirements of section 8. 4
‘‘(G) A
GREEMENTS, CONTRACTS, ANDTRANS-5
ACTIONS INSTABLECOINS.— 6
‘‘(i) T
REATMENT OF PERMITTED PAYMENT 7
STABLECOINS ON COMMISSION -REGISTERED ENTI-8
TIES.—Subject to clauses (ii) and (iii), the Commis-9
sion shall have jurisdiction over a cash or spot 10
agreement, contract, or transaction in a permitted 11
payment stablecoin that is offered, offered to enter 12
into, entered into, executed, confirmed the execution 13
of, solicited, or accepted— 14
‘‘(I) on or subject to the rules of a reg-15
istered entity; or 16
‘‘(II) by any other entity registered with 17
the Commission. 18
‘‘(ii) P
ERMITTED PAYMENT STABLECOIN 19
TRANSACTION RULES .—This Act shall apply to a 20
transaction described in clause (i) only for the pur-21
pose of regulating the offer, execution, solicitation, 22
or acceptance of a cash or spot permitted payment 23
stablecoin transaction on a registered entity or by 24
any other entity registered with the Commission, as 25 142 
•HR 4763 EH
if the permitted payment stablecoin were a digital 1
commodity. 2
‘‘(iii) N
O AUTHORITY OVER PERMITTED PAY -3
MENT STABLECOINS .—Notwithstanding clauses (i) 4
and (ii), the Commission shall not make a rule or 5
regulation, impose a requirement or obligation on a 6
registered entity or other entity registered with the 7
Commission, or impose a requirement or obligation 8
on a permitted payment stablecoin issuer, regarding 9
the operation of a permitted payment stablecoin 10
issuer or a permitted payment stablecoin.’’. 11
(d) C
ONFORMINGAMENDMENT.—Section 2(a)(1)(A) 12
of such Act (7 U.S.C. 2(a)(1)(A)) is amended in the 1st 13
sentence by inserting ‘‘subparagraphs (F) and (G) of sub-14
section (c)(2) of this section or’’ before ‘‘section 19’’. 15
SEC. 502. REQUIRING FUTURES COMMISSION MERCHANTS 16
TO USE QUALIFIED DIGITAL COMMODITY 17
CUSTODIANS. 18
Section 4d of the Commodity Exchange Act (7 U.S.C. 19
6d) is amended— 20
(1) in subsection (a)(2)— 21
(A) in the 1st proviso, by striking ‘‘any 22
bank or trust company’’ and inserting ‘‘any 23
bank, trust company, or qualified digital com-24
modity custodian’’; and 25 143 
•HR 4763 EH
(B) by inserting ‘‘: Provided further, That 1
any such property that is a digital commodity 2
shall be held in a qualified digital commodity 3
custodian’’ before the period at the end; and 4
(2) in subsection (f)(3)(A)(i), by striking ‘‘any 5
bank or trust company’’ and inserting ‘‘any bank, 6
trust company, or qualified digital commodity custo-7
dian’’. 8
SEC. 503. TRADING CERTIFICATION AND APPROVAL FOR 9
DIGITAL COMMODITIES. 10
Section 5c of the Commodity Exchange Act (7 U.S.C. 11
7a–2) is amended— 12
(1) in subsection (a), by striking ‘‘5(d) and 13
5b(c)(2)’’ and inserting ‘‘5(d), 5b(c)(2), and 5i(c)’’; 14
(2) in subsection (b)— 15
(A) in each of paragraphs (1) and (2), by 16
inserting ‘‘digital commodity exchange,’’ before 17
‘‘derivatives’’; and 18
(B) in paragraph (3), by inserting ‘‘digital 19
commodity exchange,’’ before ‘‘derivatives’’ each 20
place it appears; 21
(3) in subsection (c)— 22
(A) in paragraph (2), by inserting ‘‘or par-23
ticipants’’ before ‘‘(in’’; 24 144 
•HR 4763 EH
(B) in paragraph (4)(B), by striking 1
‘‘1a(10)’’ and inserting ‘‘1a(9)’’; and 2
(C) in paragraph (5), by adding at the end 3
the following: 4
‘‘(D) S
PECIAL RULES FOR DIGITAL COM -5
MODITY CONTRACTS .—In certifying any new 6
rule or rule amendment, or listing any new con-7
tract or instrument, in connection with a con-8
tract of sale of a commodity for future delivery, 9
option, swap, or other agreement, contract, or 10
transaction, that is based on or references a 11
digital commodity, a registered entity shall 12
make or rely on a certification under subsection 13
(d) for the digital commodity.’’; and 14
(4) by inserting after subsection (c) the fol-15
lowing: 16
‘‘(d) C
ERTIFICATIONS FOR DIGITALCOMMODITY 17
T
RADING.— 18
‘‘(1) I
N GENERAL.—Notwithstanding subsection 19
(c), for the purposes of listing or offering a digital 20
commodity for trading in a digital commodity cash 21
or spot market, an eligible entity shall issue a writ-22
ten certification that the digital commodity meets 23
the requirements of this Act (including the regula-24
tions prescribed under this Act). 25 145 
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‘‘(2) CONTENTS OF THE CERTIFICATION .— 1
‘‘(A) I
N GENERAL.—In making a written 2
certification under this paragraph, the eligible 3
entity shall furnish to the Commission— 4
‘‘(i) an analysis of how the digital 5
commodity meets the requirements of sec-6
tion 5i(c)(3); 7
‘‘(ii) information about the digital 8
commodity regarding— 9
‘‘(I) its purpose and use; 10
‘‘(II) its unit creation or release 11
process; 12
‘‘(III) its consensus mechanism; 13
‘‘(IV) its governance structure; 14
‘‘(V) its participation and dis-15
tribution; and 16
‘‘(VI) its current and proposed 17
functionality; and 18
‘‘(iii) any other information, analysis, 19
or documentation the Commission may, by 20
rule, require. 21
‘‘(B) R
ELIANCE ON PRIOR DISCLO -22
SURES.—In making a certification under this 23
subsection, an eligible entity may rely on the 24
records and disclosures of any relevant person 25 146 
•HR 4763 EH
registered with the Securities and Exchange 1
Commission or other State or Federal agency. 2
‘‘(3) M
ODIFICATIONS.— 3
‘‘(A) I
N GENERAL.—An eligible entity shall 4
modify a certification made under paragraph 5
(1) to— 6
‘‘(i) account for significant changes in 7
any information provided to the Commis-8
sion under paragraph (2)(A)(ii); or 9
‘‘(ii) permit or restrict trading in 10
units of a digital commodity held by a re-11
lated person or an affiliated person. 12
‘‘(B) R
ECERTIFICATION.—Modifications 13
required by this subsection shall be subject to 14
the same disapproval and review process as a 15
new certification under paragraphs (4) and (5). 16
‘‘(4) D
ISAPPROVAL.— 17
‘‘(A) I
N GENERAL.—The written certifi-18
cation described in paragraph (1) shall become 19
effective unless the Commission finds that the 20
digital asset does not meet the requirements of 21
this Act or the rules and regulations there-22
under. 23
‘‘(B) A
NALYSIS REQUIRED.—The Commis-24
sion shall include, with any findings referred to 25 147 
•HR 4763 EH
in subparagraph (A), a detailed analysis of the 1
factors on which the decision was based. 2
‘‘(C) P
UBLIC FINDINGS.—The Commission 3
shall make public any disapproval decision, and 4
any related findings and analysis, made under 5
this paragraph. 6
‘‘(5) R
EVIEW.— 7
‘‘(A) I
N GENERAL.—Unless the Commis-8
sion makes a disapproval decision under para-9
graph (4), the written certification described in 10
paragraph (1) shall become effective, pursuant 11
to the certification by the eligible entity and no-12
tice of the certification to the public (in a man-13
ner determined by the Commission) on the date 14
that is— 15
‘‘(i) 20 business days after the date 16
the Commission receives the certification 17
(or such shorter period as determined by 18
the Commission by rule or regulation), in 19
the case of a digital commodity that has 20
not been certified under this section or for 21
which a certification is being modified 22
under paragraph (3); or 23
‘‘(ii) 2 business days after the date 24
the Commission receives the certification 25 148 
•HR 4763 EH
(or such shorter period as determined by 1
the Commission by rule or regulation) for 2
any digital commodity that has been cer-3
tified under this section. 4
‘‘(B) E
XTENSIONS.—The time for consid-5
eration under subparagraph (A) may be ex-6
tended through notice to the eligible entity that 7
there are novel or complex issues that require 8
additional time to analyze, that the explanation 9
by the submitting eligible entity is inadequate, 10
or of a potential inconsistency with this Act— 11
‘‘(i) once, for 30 business days, 12
through written notice to the eligible entity 13
by the Chairman; and 14
‘‘(ii) once, for an additional 30 busi-15
ness days, through written notice to the 16
digital commodity exchange from the Com-17
mission that includes a description of any 18
deficiencies with the certification, including 19
any— 20
‘‘(I) novel or complex issues 21
which require additional time to ana-22
lyze; 23
‘‘(II) missing information or in-24
adequate explanations; or 25 149 
•HR 4763 EH
‘‘(III) potential inconsistencies 1
with this Act. 2
‘‘(6) C
ERTIFICATION REQUIRED .—Notwith-3
standing any other provision of this Act, a registered 4
entity or other entity registered with the Commis-5
sion shall not list for trading, accept for clearing, 6
offer to enter into, enter into, execute, confirm the 7
execution of, or conduct any office or business any-8
where in the United States, its territories or posses-9
sions, for the purpose of soliciting, or accepting any 10
order for, or otherwise dealing in, any transaction 11
in, or in connection with, a digital commodity, unless 12
a certification has been made under this section for 13
the digital commodity. 14
‘‘(7) P
RIOR APPROVAL BEFORE REGISTRA -15
TION.— 16
‘‘(A) I
N GENERAL.—A person applying for 17
registration with the Commission for the pur-18
poses of listing or offering a digital commodity 19
for trading in a digital commodity cash or spot 20
market may request that the Commission grant 21
prior approval for the person to list or offer the 22
digital commodity on being registered with the 23
Commission. 24 150 
•HR 4763 EH
‘‘(B) REQUEST FOR PRIOR APPROVAL .—A 1
person seeking prior approval under subpara-2
graph (A) shall furnish the Commission with a 3
written certification that the digital commodity 4
meets the requirements of this Act (including 5
the regulations prescribed under this Act) and 6
the information described in paragraph (2). 7
‘‘(C) D
EADLINE.—The Commission shall 8
take final action on a request for prior approval 9
not later than 90 business days after submis-10
sion of the request, unless the person submit-11
ting the request agrees to an extension of the 12
time limitation established under this subpara-13
graph. 14
‘‘(D) D
ISAPPROVAL.— 15
‘‘(i) I
N GENERAL.—The Commission 16
shall approve a new contract or other in-17
strument unless the Commission finds that 18
the new contract or other instrument 19
would violate this Act (including a regula-20
tions prescribed under this Act). 21
‘‘(ii) A
NALYSIS REQUIRED .—The 22
Commission shall include, with any find-23
ings made under clause (i), a detailed anal-24 151 
•HR 4763 EH
ysis of the factors on which the decision is 1
based. 2
‘‘(iii) P
UBLIC FINDINGS.—The Com-3
mission shall make public any disapproval 4
decision, and any related findings and 5
analysis, made under this paragraph. 6
‘‘(8) E
LIGIBLE ENTITY DEFINED .—In this sub-7
section, the term ‘eligible entity’ means a registered 8
entity or group of registered entities acting jointly.’’. 9
SEC. 504. REGISTRATION OF DIGITAL COMMODITY EX-10
CHANGES. 11
The Commodity Exchange Act (7 U.S.C. 1 et seq.) 12
is amended by inserting after section 5h the following: 13
‘‘SEC. 5i. REGISTRATION OF DIGITAL COMMODITY EX-14
CHANGES. 15
‘‘(a) I
NGENERAL.— 16
‘‘(1) R
EGISTRATION.— 17
‘‘(A) I
N GENERAL.—A trading facility that 18
offers or seeks to offer a cash or spot market 19
in at least 1 digital commodity shall register 20
with the Commission as a digital commodity ex-21
change. 22
‘‘(B) A
PPLICATION.—A person desiring to 23
register as a digital commodity exchange shall 24
submit to the Commission an application in 25 152 
•HR 4763 EH
such form and containing such information as 1
the Commission may require for the purpose of 2
making the determinations required for ap-3
proval. 4
‘‘(C) E
XEMPTIONS.—A trading facility 5
that offers or seeks to offer a cash or spot mar-6
ket in at least 1 digital commodity shall not be 7
required to register under this section if the 8
trading facility— 9
‘‘(i) permits no more than a de mini-10
mis amount of trading activity in a digital 11
commodity; or 12
‘‘(ii) serves only customers in a single 13
State or territory. 14
‘‘(2) A
DDITIONAL REGISTRATIONS .— 15
‘‘(A) W
ITH THE COMMISSION.— 16
‘‘(i) I
N GENERAL.—A registered dig-17
ital commodity exchange may also register 18
as— 19
‘‘(I) a designated contract mar-20
ket; or 21
‘‘(II) a swap execution facility. 22
‘‘(ii) R
ULES.—For an entity with 23
multiple registrations under clause (i), the 24
Commission— 25 153 
•HR 4763 EH
‘‘(I) shall prescribe rules to ex-1
empt the entity from duplicative, con-2
flicting, or unduly burdensome provi-3
sions of this Act and the rules under 4
this Act, to the extent such an exemp-5
tion would foster the development of 6
fair and orderly cash or spot markets 7
in digital commodities, be necessary or 8
appropriate in the public interest, and 9
be consistent with the protection of 10
customers; and 11
‘‘(II) may, after an analysis of 12
the risks and benefits, prescribe rules 13
to provide for portfolio margining, as 14
may be necessary to protect market 15
participants, promote fair and equi-16
table trading in digital commodity 17
markets, and promote responsible eco-18
nomic or financial innovation. 19
‘‘(B) W
ITH THE SECURITIES AND EX -20
CHANGE COMMISSION .—A registered digital 21
commodity exchange may register with the Se-22
curities and Exchange Commission as a digital 23
asset trading system to list or trade contracts 24
of sale for restricted digital assets. 25 154 
•HR 4763 EH
‘‘(C) WITH A REGISTERED FUTURES ASSO -1
CIATION.— 2
‘‘(i) I
N GENERAL.—A registered dig-3
ital commodity exchange shall also be a 4
member of a registered futures association 5
and comply with rules related to such ac-6
tivity, if the registered digital commodity 7
exchange accepts customer funds required 8
to be segregated under subsection (d). 9
‘‘(ii) R
ULEMAKING REQUIRED .—The 10
Commission shall require any registered 11
futures association with a digital com-12
modity exchange as a member to provide 13
such rules as may be necessary to further 14
compliance with subsection (d), protect 15
customers, and promote the public interest. 16
‘‘(D) R
EGISTRATION REQUIRED .—A per-17
son required to be registered as a digital com-18
modity exchange under this section shall reg-19
ister with the Commission as such regardless of 20
whether the person is registered with another 21
State or Federal regulator. 22
‘‘(b) T
RADING.— 23
‘‘(1) P
ROHIBITION ON CERTAIN TRADING PRAC -24
TICES.— 25 155 
•HR 4763 EH
‘‘(A) Section 4b shall apply to any agree-1
ment, contract, or transaction in a digital com-2
modity as if the agreement, contract, or trans-3
action were a contract of sale of a commodity 4
for future delivery. 5
‘‘(B) Section 4c shall apply to any agree-6
ment, contract, or transaction in a digital com-7
modity as if the agreement, contract, or trans-8
action were a transaction involving the purchase 9
or sale of a commodity for future delivery. 10
‘‘(C) Section 4b-1 shall apply to any agree-11
ment, contract, or transaction in a digital com-12
modity as if the agreement, contract, or trans-13
action were a contract of sale of a commodity 14
for future delivery. 15
‘‘(2) P
ROHIBITION ON ACTING AS A 16
COUNTERPARTY.— 17
‘‘(A) I
N GENERAL.—A digital commodity 18
exchange or any affiliate of such an exchange 19
shall not trade on or subject to the rules of the 20
digital commodity exchange for its own account. 21
‘‘(B) E
XCEPTIONS.—The Commission 22
shall, by rule, permit a digital commodity ex-23
change or any affiliate of a digital commodity 24
exchange to engage in trading on an affiliated 25 156 
•HR 4763 EH
exchange so long as the trading is not solely for 1
the purpose of the profit of the exchange, in-2
cluding the following: 3
‘‘(i) C
USTOMER DIRECTION.—A trans-4
action for, or entered into at the direction 5
of, or for the benefit of, an unaffiliated 6
customer. 7
‘‘(ii) R
ISK MANAGEMENT .—A trans-8
action to manage the risks associated with 9
the digital commodity business of the ex-10
change. 11
‘‘(iii) F
UNCTIONAL USE .—A trans-12
action related to the functional operation 13
of a blockchain network. 14
‘‘(C) N
OTICE REQUIREMENT .—In order for 15
a digital commodity exchange or any affiliate of 16
a digital commodity exchange to engage in trad-17
ing on the affiliated exchange pursuant to sub-18
section (B), notice must be given to the Com-19
mission that shall enumerate how any proposed 20
activity is consistent with the exceptions in sub-21
section (B) and the principles of the Act. 22
‘‘(D) D
ELEGATION.—The Commission 23
may, by rule, delegate authority to the Director 24
of the Division of Market Oversight, or such 25 157 
•HR 4763 EH
other employee or employees as the Director of 1
the Division of Market Oversight may designate 2
from time to time, to carry out these provisions. 3
‘‘(3) T
RADING SECURITIES.—A registered dig-4
ital commodity exchange that is also registered with 5
the Securities and Exchange Commission may offer 6
a contract of sale of a restricted digital asset. 7
‘‘(4) R
ULES FOR CERTAIN DIGITAL ASSET 8
SALES.—The digital commodity exchange shall have 9
in place such rules as may be necessary to reason-10
ably ensure the orderly sale of any unit of a digital 11
commodity sold by a related person or an affiliated 12
person. 13
‘‘(c) C
OREPRINCIPLES FORDIGITALCOMMODITY 14
E
XCHANGES.— 15
‘‘(1) C
OMPLIANCE WITH CORE PRINCIPLES .— 16
‘‘(A) I
N GENERAL.—To be registered, and 17
maintain registration, as a digital commodity 18
exchange, a digital commodity exchange shall 19
comply with— 20
‘‘(i) the core principles described in 21
this subsection; and 22
‘‘(ii) any requirement that the Com-23
mission may impose by rule or regulation 24
pursuant to section 8a(5). 25 158 
•HR 4763 EH
‘‘(B) REASONABLE DISCRETION OF A DIG -1
ITAL COMMODITY EXCHANGE .—Unless other-2
wise determined by the Commission by rule or 3
regulation, a digital commodity exchange de-4
scribed in subparagraph (A) shall have reason-5
able discretion in establishing the manner in 6
which the digital commodity exchange complies 7
with the core principles described in this sub-8
section. 9
‘‘(2) C
OMPLIANCE WITH RULES .—A digital 10
commodity exchange shall— 11
‘‘(A) establish and enforce compliance with 12
any rule of the digital commodity exchange, in-13
cluding— 14
‘‘(i) the terms and conditions of the 15
trades traded or processed on or through 16
the digital commodity exchange; and 17
‘‘(ii) any limitation on access to the 18
digital commodity exchange; 19
‘‘(B) establish and enforce trading, trade 20
processing, and participation rules that will 21
deter abuses and have the capacity to detect, 22
investigate, and enforce those rules, including 23
means— 24 159 
•HR 4763 EH
‘‘(i) to provide market participants 1
with impartial access to the market; and 2
‘‘(ii) to capture information that may 3
be used in establishing whether rule viola-4
tions have occurred; and 5
‘‘(C) establish rules governing the oper-6
ation of the exchange, including rules specifying 7
trading procedures to be used in entering and 8
executing orders traded or posted on the facil-9
ity. 10
‘‘(3) L
ISTING STANDARDS FOR DIGITAL COM -11
MODITIES.— 12
‘‘(A) I
N GENERAL.—A digital commodity 13
exchange shall permit trading only in a digital 14
commodity that is not readily susceptible to ma-15
nipulation. 16
‘‘(B) P
UBLIC INFORMATION REQUIRE -17
MENTS.— 18
‘‘(i) I
N GENERAL.—A digital com-19
modity exchange shall permit trading only 20
in a digital commodity if the information 21
required in clause (ii) is correct, current, 22
and available to the public. 23
‘‘(ii) R
EQUIRED INFORMATION .— 24
With respect to a digital commodity and 25 160 
•HR 4763 EH
each blockchain system to which the digital 1
commodity relates for which the digital 2
commodity exchange will make the digital 3
commodity available to the customers of 4
the digital commodity exchange, the infor-5
mation required in this clause is as follows: 6
‘‘(I) S
OURCE CODE.—The source 7
code for any blockchain system to 8
which the digital commodity relates. 9
‘‘(II) T
RANSACTION HISTORY.—A 10
narrative description of the steps nec-11
essary to independently access, search, 12
and verify the transaction history of 13
any blockchain system to which the 14
digital commodity relates. 15
‘‘(III) D
IGITAL ASSET ECONOM -16
ICS.—A narrative description of the 17
purpose of any blockchain system to 18
which the digital asset relates and the 19
operation of any such blockchain sys-20
tem, including— 21
‘‘(aa) information explaining 22
the launch and supply process, 23
including the number of digital 24
assets to be issued in an initial 25 161 
•HR 4763 EH
allocation, the total number of 1
digital assets to be created, the 2
release schedule for the digital 3
assets, and the total number of 4
digital assets then outstanding; 5
‘‘(bb) information detailing 6
any applicable consensus mecha-7
nism or process for validating 8
transactions, method of gener-9
ating or mining digital assets, 10
and any process for burning or 11
destroying digital assets on the 12
blockchain system; 13
‘‘(cc) an explanation of gov-14
ernance mechanisms for imple-15
menting changes to the 16
blockchain system or forming 17
consensus among holders of the 18
digital assets; and 19
‘‘(dd) sufficient information 20
for a third party to create a tool 21
for verifying the transaction his-22
tory of the digital asset. 23
‘‘(IV) T
RADING VOLUME AND 24
VOLATILITY.—The trading volume 25 162 
•HR 4763 EH
and volatility of the digital com-1
modity. 2
‘‘(V) A
DDITIONAL INFORMA -3
TION.—Such additional information 4
as the Commission may, by rule, de-5
termine to be necessary for a cus-6
tomer to understand the financial and 7
operational risks of a digital com-8
modity, and to be in the public inter-9
est or in furtherance of the require-10
ments of this Act. 11
‘‘(iii) F
ORMAT.—The Commission 12
shall prescribe rules and regulations for 13
the standardization and simplification of 14
disclosures under clause (ii), including re-15
quiring that disclosures— 16
‘‘(I) be conspicuous; 17
‘‘(II) use plain language com-18
prehensible to customers; and 19
‘‘(III) succinctly explain the in-20
formation that is required to be com-21
municated to the customer. 22
‘‘(C) A
DDITIONAL LISTING CONSIDER -23
ATIONS.—In addition to the requirements of 24 163 
•HR 4763 EH
subparagraphs (A) and (B), a digital com-1
modity exchange shall consider— 2
‘‘(i) if a sufficient percentage of the 3
units of the digital asset are units of a dig-4
ital commodity to permit robust price dis-5
covery; 6
‘‘(ii) if it is reasonably unlikely that 7
the transaction history can be fraudulently 8
altered by any person or group of persons 9
acting collectively; 10
‘‘(iii) if the operating structure and 11
system of the digital commodity is secure 12
from cybersecurity threats; 13
‘‘(iv) if the functionality of the digital 14
commodity will protect holders from oper-15
ational failures; 16
‘‘(v) if sufficient public information 17
about the operation, functionality, and use 18
of the digital commodity is available; and 19
‘‘(vi) any other factor which the Com-20
mission has, by rule, determined to be in 21
the public interest or in furtherance of the 22
requirements of this Act. 23
‘‘(D) R
ESTRICTED DIGITAL ASSETS .—A 24
digital commodity exchange shall not permit the 25 164 
•HR 4763 EH
trading of a unit of a digital asset that is a re-1
stricted digital asset. 2
‘‘(4) T
REATMENT OF CUSTOMER ASSETS .—A 3
digital commodity exchange shall establish standards 4
and procedures that are designed to protect and en-5
sure the safety of customer money, assets, and prop-6
erty. 7
‘‘(5) M
ONITORING OF TRADING AND TRADE 8
PROCESSING.— 9
‘‘(A) I
N GENERAL.—A digital commodity 10
exchange shall provide a competitive, open, and 11
efficient market and mechanism for executing 12
transactions that protects the price discovery 13
process of trading on the exchange. 14
‘‘(B) P
ROTECTION OF MARKETS AND MAR -15
KET PARTICIPANTS.—A digital commodity ex-16
change shall establish and enforce rules— 17
‘‘(i) to protect markets and market 18
participants from abusive practices com-19
mitted by any party, including abusive 20
practices committed by a party acting as 21
an agent for a participant; and 22
‘‘(ii) to promote fair and equitable 23
trading on the exchange. 24 165 
•HR 4763 EH
‘‘(C) TRADING PROCEDURES .—A digital 1
commodity exchange shall— 2
‘‘(i) establish and enforce rules or 3
terms and conditions defining, or specifica-4
tions detailing— 5
‘‘(I) trading procedures to be 6
used in entering and executing orders 7
traded on or through the facilities of 8
the digital commodity exchange; and 9
‘‘(II) procedures for trade proc-10
essing of digital commodities on or 11
through the facilities of the digital 12
commodity exchange; and 13
‘‘(ii) monitor trading in digital com-14
modities to prevent manipulation, price 15
distortion, and disruptions of the delivery 16
or cash settlement process through surveil-17
lance, compliance, and disciplinary prac-18
tices and procedures, including methods 19
for conducting real-time monitoring of 20
trading and comprehensive and accurate 21
trade reconstructions. 22
‘‘(6) A
BILITY TO OBTAIN INFORMATION .—A 23
digital commodity exchange shall— 24 166 
•HR 4763 EH
‘‘(A) establish and enforce rules that will 1
allow the facility to obtain any necessary infor-2
mation to perform any of the functions de-3
scribed in this section; 4
‘‘(B) provide the information to the Com-5
mission on request; and 6
‘‘(C) have the capacity to carry out such 7
international information-sharing agreements as 8
the Commission may require. 9
‘‘(7) E
MERGENCY AUTHORITY .—A digital com-10
modity exchange shall adopt rules to provide for the 11
exercise of emergency authority, in consultation or 12
cooperation with the Commission or a registered en-13
tity, as is necessary and appropriate, including the 14
authority to facilitate the liquidation or transfer of 15
open positions in any digital commodity or to sus-16
pend or curtail trading in a digital commodity. 17
‘‘(8) T
IMELY PUBLICATION OF TRADING INFOR -18
MATION.— 19
‘‘(A) I
N GENERAL.—A digital commodity 20
exchange shall make public timely information 21
on price, trading volume, and other trading 22
data on digital commodities to the extent pre-23
scribed by the Commission. 24 167 
•HR 4763 EH
‘‘(B) CAPACITY OF DIGITAL COMMODITY 1
EXCHANGE.—A digital commodity exchange 2
shall have the capacity to electronically capture 3
and transmit trade information with respect to 4
transactions executed on the exchange. 5
‘‘(9) R
ECORDKEEPING AND REPORTING .— 6
‘‘(A) I
N GENERAL.—A digital commodity 7
exchange shall— 8
‘‘(i) maintain records of all activities 9
relating to the business of the facility, in-10
cluding a complete audit trail, in a form 11
and manner acceptable to the Commission 12
for a period of 5 years; 13
‘‘(ii) report to the Commission, in a 14
form and manner acceptable to the Com-15
mission, such information as the Commis-16
sion determines to be necessary or appro-17
priate for the Commission to perform the 18
duties of the Commission under this Act; 19
and 20
‘‘(iii) keep any such records of digital 21
commodities which relate to a security 22
open to inspection and examination by the 23
Securities and Exchange Commission. 24 168 
•HR 4763 EH
‘‘(B) INFORMATION-SHARING.—Subject to 1
section 8, and on request, the Commission shall 2
share information collected under subparagraph 3
(A) with— 4
‘‘(i) the Board; 5
‘‘(ii) the Securities and Exchange 6
Commission; 7
‘‘(iii) each appropriate Federal bank-8
ing agency; 9
‘‘(iv) each appropriate State bank su-10
pervisor (within the meaning of section 3 11
of the Federal Deposit Insurance Act); 12
‘‘(v) the Financial Stability Oversight 13
Council; 14
‘‘(vi) the Department of Justice; and 15
‘‘(vii) any other person that the Com-16
mission determines to be appropriate, in-17
cluding— 18
‘‘(I) foreign financial supervisors 19
(including foreign futures authorities); 20
‘‘(II) foreign central banks; and 21
‘‘(III) foreign ministries. 22
‘‘(C) C
ONFIDENTIALITY AGREEMENT .—Be-23
fore the Commission may share information 24
with any entity described in subparagraph (B), 25 169 
•HR 4763 EH
the Commission shall receive a written agree-1
ment from the entity stating that the entity 2
shall abide by the confidentiality requirements 3
described in section 8 relating to the informa-4
tion on digital commodities that is provided. 5
‘‘(D) P
ROVIDING INFORMATION .—A digital 6
commodity exchange shall provide to the Com-7
mission (including any designee of the Commis-8
sion) information under subparagraph (A) in 9
such form and at such frequency as is required 10
by the Commission. 11
‘‘(10) A
NTITRUST CONSIDERATIONS .—Unless 12
necessary or appropriate to achieve the purposes of 13
this Act, a digital commodity exchange shall not— 14
‘‘(A) adopt any rules or take any actions 15
that result in any unreasonable restraint of 16
trade; or 17
‘‘(B) impose any material anticompetitive 18
burden on trading. 19
‘‘(11) C
ONFLICTS OF INTEREST .—A registered 20
digital commodity exchange shall implement conflict- 21
of-interest systems and procedures that— 22
‘‘(A) establish structural and institutional 23
safeguards— 24 170 
•HR 4763 EH
‘‘(i) to minimize conflicts of interest 1
that might potentially bias the judgment or 2
supervision of the digital commodity ex-3
change and contravene the principles of 4
fair and equitable trading and the business 5
conduct standards described in this Act, 6
including conflicts arising out of trans-7
actions or arrangements with affiliates (in-8
cluding affiliates engaging in digital com-9
modity activities) or between self-regu-10
latory obligations and commercial inter-11
ests, which may include information parti-12
tions, restrictions on employees and direc-13
tors, and the legal separation of different 14
persons or entities involved in digital com-15
modity activities; and 16
‘‘(ii) to ensure that the activities of 17
any person within the digital commodity 18
exchange or any affiliated entity relating to 19
research or analysis of the price or market 20
for any digital commodity or acting in a 21
role of providing dealing, brokering, or ad-22
vising activities are separated by appro-23
priate informational partitions within the 24
digital commodity exchange or any affili-25 171 
•HR 4763 EH
ated entity from the review, pressure, or 1
oversight of persons whose involvement in 2
pricing, trading, exchange, or clearing ac-3
tivities might potentially bias their judg-4
ment or supervision and contravene the 5
core principles of open access and the busi-6
ness conduct standards described in this 7
Act; and 8
‘‘(B) address such other issues as the 9
Commission determines to be appropriate. 10
‘‘(12) F
INANCIAL RESOURCES.— 11
‘‘(A) I
N GENERAL.—A digital commodity 12
exchange shall have adequate financial, oper-13
ational, and managerial resources, as deter-14
mined by the Commission, to discharge each re-15
sponsibility of the digital commodity exchange. 16
‘‘(B) M
INIMUM AMOUNT OF FINANCIAL RE -17
SOURCES.—A digital commodity exchange shall 18
possess financial resources that, at a minimum, 19
exceed the greater of— 20
‘‘(i) the total amount that would en-21
able the digital commodity exchange to 22
conduct an orderly wind-down of its activi-23
ties or 24 172 
•HR 4763 EH
‘‘(ii) the total amount that would en-1
able the digital commodity exchange to 2
cover the operating costs of the digital 3
commodity exchange for a 1-year period, 4
as calculated on a rolling basis. 5
‘‘(13) D
ISCIPLINARY PROCEDURES .—A digital 6
commodity exchange shall establish and enforce dis-7
ciplinary procedures that authorize the digital com-8
modity exchange to discipline, suspend, or expel 9
members or market participants that violate the 10
rules of the digital commodity exchange, or similar 11
methods for performing the same functions, includ-12
ing delegation of the functions to third parties. 13
‘‘(14) G
OVERNANCE FITNESS STANDARDS .— 14
‘‘(A) G
OVERNANCE ARRANGEMENTS .—A 15
digital commodity exchange shall establish gov-16
ernance arrangements that are transparent to 17
fulfill public interest requirements. 18
‘‘(B) F
ITNESS STANDARDS .—A digital 19
commodity exchange shall establish and enforce 20
appropriate fitness standards for— 21
‘‘(i) directors; and 22
‘‘(ii) any individual or entity with di-23
rect access to, or control of, customer as-24
sets. 25 173 
•HR 4763 EH
‘‘(15) SYSTEM SAFEGUARDS .—A digital com-1
modity exchange shall— 2
‘‘(A) establish and maintain a program of 3
risk analysis and oversight to identify and mini-4
mize sources of operational and security risks, 5
through the development of appropriate controls 6
and procedures, and automated systems, that— 7
‘‘(i) are reliable and secure; and 8
‘‘(ii) have adequate scalable capacity; 9
‘‘(B) establish and maintain emergency 10
procedures, backup facilities, and a plan for dis-11
aster recovery that allow for— 12
‘‘(i) the timely recovery and resump-13
tion of operations; and 14
‘‘(ii) the fulfillment of the responsibil-15
ities and obligations of the digital com-16
modity exchange; and 17
‘‘(C) periodically conduct tests to verify 18
that the backup resources of the digital com-19
modity exchange are sufficient to ensure contin-20
ued— 21
‘‘(i) order processing and trade 22
matching; 23
‘‘(ii) price reporting; 24
‘‘(iii) market surveillance; and 25 174 
•HR 4763 EH
‘‘(iv) maintenance of a comprehensive 1
and accurate audit trail. 2
‘‘(d) H
OLDING OFCUSTOMERASSETS.— 3
‘‘(1) I
N GENERAL.—A digital commodity ex-4
change shall hold customer money, assets, and prop-5
erty in a manner to minimize the risk of loss to the 6
customer or unreasonable delay in the access to the 7
money, assets, and property of the customer. 8
‘‘(A) S
EGREGATION OF FUNDS .— 9
‘‘(i) I
N GENERAL.—A digital com-10
modity exchange shall treat and deal with 11
all money, assets, and property that is re-12
ceived by the digital commodity exchange, 13
or accrues to a customer as the result of 14
trading in digital commodities, as belong-15
ing to the customer. 16
‘‘(ii) C
OMMINGLING PROHIBITED .— 17
Money, assets, and property of a customer 18
described in clause (i) shall be separately 19
accounted for and shall not be commingled 20
with the funds of the digital commodity ex-21
change or be used to margin, secure, or 22
guarantee any trades or accounts of any 23
customer or person other than the person 24
for whom the same are held. 25 175 
•HR 4763 EH
‘‘(B) EXCEPTIONS.— 1
‘‘(i) U
SE OF FUNDS.— 2
‘‘(I) I
N GENERAL .—Notwith-3
standing subparagraph (A), money, 4
assets, and property of customers of a 5
digital commodity exchange described 6
in subparagraph (A) may, for conven-7
ience, be commingled and deposited in 8
the same account or accounts with 9
any bank, trust company, derivatives 10
clearing organization, or qualified dig-11
ital commodity custodian. 12
‘‘(II) W
ITHDRAWAL.—Notwith-13
standing subparagraph (A), such 14
share of the money, assets, and prop-15
erty described in item (aa) as in the 16
normal course of business shall be 17
necessary to margin, guarantee, se-18
cure, transfer, adjust, or settle a con-19
tract of sale of a digital commodity 20
with a registered entity may be with-21
drawn and applied to such purposes, 22
including the payment of commis-23
sions, brokerage, interest, taxes, stor-24
age, and other charges, lawfully ac-25 176 
•HR 4763 EH
cruing in connection with the contract 1
of sale of a digital commodity. 2
‘‘(ii) C
OMMISSION ACTION.—Notwith-3
standing subparagraph (A), in accordance 4
with such terms and conditions as the 5
Commission may prescribe by rule, regula-6
tion, or order, any money, assets, or prop-7
erty of the customers of a digital com-8
modity exchange described in subpara-9
graph (A) may be commingled and depos-10
ited in customer accounts with any other 11
money, assets, or property received by the 12
digital commodity exchange and required 13
by the Commission to be separately ac-14
counted for and treated and dealt with as 15
belonging to the customer of the digital 16
commodity exchange. 17
‘‘(2) P
ERMITTED INVESTMENTS .—Money de-18
scribed in subparagraph (A) may be invested in obli-19
gations of the United States, in general obligations 20
of any State or of any political subdivision of a 21
State, and in obligations fully guaranteed as to prin-22
cipal and interest by the United States, or in any 23
other investment that the Commission may by rule 24
or regulation prescribe, and such investments shall 25 177 
•HR 4763 EH
be made in accordance with such rules and regula-1
tions and subject to such conditions as the Commis-2
sion may prescribe. 3
‘‘(3) C
USTOMER PROTECTION DURING BANK -4
RUPTCY.— 5
‘‘(A) C
USTOMER PROPERTY .—All assets 6
held on behalf of a customer by a digital com-7
modity exchange, and all money, assets, and 8
property of any customer received by a digital 9
commodity exchange for trading or custody, or 10
to facilitate, margin, guarantee, or secure con-11
tracts of sale of a digital commodity (including 12
money, assets, or property accruing to the cus-13
tomer as the result of the transactions), shall 14
be considered customer property for purposes of 15
section 761 of title 11, United States Code. 16
‘‘(B) T
RANSACTIONS.—A transaction in-17
volving a unit of a digital commodity occurring 18
on or subject to the rules of a digital com-19
modity exchange shall be considered a ‘contract 20
for the purchase or sale of a commodity for fu-21
ture delivery, on or subject to the rules of, a 22
contract market or board of trade’ for the pur-23
poses of the definition of a ‘commodity con-24 178 
•HR 4763 EH
tract’ in section 761 of title 11, United States 1
Code. 2
‘‘(C) E
XCHANGES.—A digital commodity 3
exchange shall be considered a futures commis-4
sion merchant for purposes of section 761 of 5
title 11, United States Code. 6
‘‘(D) A
SSETS REMOVED FROM SEGREGA -7
TION.—Assets removed from segregation due to 8
a customer election under paragraph (5) shall 9
not be considered customer property for pur-10
poses of section 761 of title 11, United States 11
Code. 12
‘‘(4) M
ISUSE OF CUSTOMER PROPERTY .— 13
‘‘(A) I
N GENERAL.—It shall be unlawful— 14
‘‘(i) for any digital commodity ex-15
change that has received any customer 16
money, assets, or property for custody to 17
dispose of, or use any such money, assets, 18
or property as belonging to the digital 19
commodity exchange or any person other 20
than a customer of the digital commodity 21
exchange; or 22
‘‘(ii) for any other person, including 23
any depository, other digital commodity ex-24
change, or digital commodity custodian 25 179 
•HR 4763 EH
that has received any customer money, as-1
sets, or property for deposit, to hold, dis-2
pose of, or use any such money, assets, or 3
property, or property, as belonging to the 4
depositing digital commodity exchange or 5
any person other than the customers of the 6
digital commodity exchange. 7
‘‘(B) U
SE FURTHER DEFINED .—For pur-8
poses of this section, ‘use’ of a digital com-9
modity includes utilizing any unit of a digital 10
asset to participate in a blockchain service de-11
fined in paragraph (5) or a decentralized gov-12
ernance system associated with the digital com-13
modity or the blockchain system to which the 14
digital commodity relates in any manner other 15
than that expressly directed by the customer 16
from whom the unit of a digital commodity was 17
received. 18
‘‘(5) P
ARTICIPATION IN BLOCKCHAIN SERV -19
ICES.— 20
‘‘(A) I
N GENERAL.—A customer shall have 21
the right to waive the restrictions in paragraph 22
(1) for any unit of a digital commodity to be 23
used under subparagraph (B), by affirmatively 24 180 
•HR 4763 EH
electing, in writing to the digital commodity ex-1
change, to waive the restrictions. 2
‘‘(B) U
SE OF FUNDS.—Customer digital 3
commodities removed from segregation under 4
subparagraph (A) may be pooled and used by 5
the digital commodity exchange or its designee 6
to provide a blockchain service for a blockchain 7
system to which the unit of the digital asset re-8
moved from segregation in subparagraph (A) 9
relates. 10
‘‘(C) L
IMITATIONS.— 11
‘‘(i) I
N GENERAL.—The Commission 12
may, by rule, establish notice and disclo-13
sure requirements, and any other limita-14
tions and rules related to the waiving of 15
any restrictions under this paragraph that 16
are reasonably necessary to protect cus-17
tomers, including eligible contract partici-18
pants, non-eligible contract participants, or 19
any other class of customers. 20
‘‘(ii) C
USTOMER CHOICE .—A digital 21
commodity exchange may not require a 22
waiver from a customer described in sub-23
paragraph (A) as a condition of doing 24
business on the exchange. 25 181 
•HR 4763 EH
‘‘(D) BLOCKCHAIN SERVICE DEFINED .—In 1
this subparagraph, the term ‘blockchain service’ 2
means any activity relating to validating trans-3
actions on a blockchain system, providing secu-4
rity for a blockchain system, or other similar 5
activity required for the ongoing operation of a 6
blockchain system. 7
‘‘(e) M
ARKETACCESSREQUIREMENTS.— 8
‘‘(1) I
N GENERAL.—A digital commodity ex-9
change shall require any person who is not an eligi-10
ble contract participant to access trading on the ex-11
change through a digital commodity broker. 12
‘‘(2) A
FFILIATED COMMODITY BROKERS .—A 13
registered digital commodity exchange may permit 14
an affiliated digital commodity broker to facilitate 15
access to the digital commodity exchange. 16
‘‘(3) D
IRECT ACCESS FOR ELIGIBLE CONTRACT 17
PARTICIPANTS.—Nothing in this section shall pro-18
hibit a digital commodity exchange in compliance 19
with this section from permitting direct access for 20
eligible contract participants. 21
‘‘(4) A
DDITIONAL REQUIREMENTS .—The Com-22
mission may, by rule, impose any additional require-23
ments related to the operations and activities of the 24
digital commodity exchange and an affiliated digital 25 182 
•HR 4763 EH
commodity broker necessary to protect market par-1
ticipants, promote fair and equitable trading on the 2
digital commodity exchange, and promote respon-3
sible economic or financial innovation. 4
‘‘(f) D
ESIGNATION OF CHIEFCOMPLIANCEOFFI-5
CER.— 6
‘‘(1) I
N GENERAL.—A digital commodity ex-7
change shall designate an individual to serve as a 8
chief compliance officer. 9
‘‘(2) D
UTIES.—The chief compliance officer 10
shall— 11
‘‘(A) report directly to the board or to the 12
senior officer of the exchange; 13
‘‘(B) review compliance with the core prin-14
ciples in this subsection; 15
‘‘(C) in consultation with the board of the 16
exchange, a body performing a function similar 17
to that of a board, or the senior officer of the 18
exchange, resolve any conflicts of interest that 19
may arise; 20
‘‘(D) establish and administer the policies 21
and procedures required to be established pur-22
suant to this section; 23
‘‘(E) ensure compliance with this Act and 24
the rules and regulations issued under this Act, 25 183 
•HR 4763 EH
including rules prescribed by the Commission 1
pursuant to this section; and 2
‘‘(F) establish procedures for the remedi-3
ation of noncompliance issues found during 4
compliance office reviews, look backs, internal 5
or external audit findings, self-reported errors, 6
or through validated complaints. 7
‘‘(3) R
EQUIREMENTS FOR PROCEDURES .—In 8
establishing procedures under paragraph (2)(F), the 9
chief compliance officer shall design the procedures 10
to establish the handling, management response, re-11
mediation, retesting, and closing of noncompliance 12
issues. 13
‘‘(4) A
NNUAL REPORTS.— 14
‘‘(A) I
N GENERAL.—In accordance with 15
rules prescribed by the Commission, the chief 16
compliance officer shall annually prepare and 17
sign a report that contains a description of— 18
‘‘(i) the compliance of the digital com-19
modity exchange with this Act; and 20
‘‘(ii) the policies and procedures, in-21
cluding the code of ethics and conflict of 22
interest policies, of the digital commodity 23
exchange. 24 184 
•HR 4763 EH
‘‘(B) REQUIREMENTS.—The chief compli-1
ance officer shall— 2
‘‘(i) submit each report described in 3
subparagraph (A) with the appropriate fi-4
nancial report of the digital commodity ex-5
change that is required to be submitted to 6
the Commission pursuant to this section; 7
and 8
‘‘(ii) include in the report a certifi-9
cation that, under penalty of law, the re-10
port is accurate and complete. 11
‘‘(g) A
PPOINTMENT OFTRUSTEE.— 12
‘‘(1) I
N GENERAL.—If a proceeding under sec-13
tion 5e results in the suspension or revocation of the 14
registration of a digital commodity exchange, or if a 15
digital commodity exchange withdraws from registra-16
tion, the Commission, on notice to the digital com-17
modity exchange, may apply to the appropriate 18
United States district court where the digital com-19
modity exchange is located for the appointment of a 20
trustee. 21
‘‘(2) A
SSUMPTION OF JURISDICTION .—If the 22
Commission applies for appointment of a trustee 23
under paragraph (1)— 24 185 
•HR 4763 EH
‘‘(A) the court may take exclusive jurisdic-1
tion over the digital commodity exchange and 2
the records and assets of the digital commodity 3
exchange, wherever located; and 4
‘‘(B) if the court takes jurisdiction under 5
subparagraph (A), the court shall appoint the 6
Commission, or a person designated by the 7
Commission, as trustee with power to take pos-8
session and continue to operate or terminate 9
the operations of the digital commodity ex-10
change in an orderly manner for the protection 11
of customers subject to such terms and condi-12
tions as the court may prescribe. 13
‘‘(h) Q
UALIFIEDDIGITALCOMMODITY CUSTO-14
DIAN.—A digital commodity exchange shall hold in a 15
qualified digital commodity custodian each unit of a digital 16
commodity that is— 17
‘‘(1) the property of a customer of the digital 18
commodity exchange; 19
‘‘(2) required to be held by the digital com-20
modity exchange under subsection (c)(12) of this 21
section; or 22
‘‘(3) otherwise so required by the Commission 23
to reasonably protect customers or promote the pub-24
lic interest. 25 186 
•HR 4763 EH
‘‘(i) EXEMPTIONS.— 1
‘‘(1) In order to promote responsible economic 2
or financial innovation and fair competition, or pro-3
tect customers, the Commission may (on its own ini-4
tiative or on application of the registered digital 5
commodity exchange) exempt, either unconditionally 6
or on stated terms or conditions or for stated peri-7
ods and either retroactively or prospectively, or both, 8
a registered digital commodity exchange from the re-9
quirements of this section, if the Commission deter-10
mines that— 11
‘‘(A) the exemption would be consistent 12
with the public interest and the purposes of this 13
Act; and 14
‘‘(B) the exemption will not have a mate-15
rial adverse effect on the ability of the Commis-16
sion or the digital commodity exchange to dis-17
charge regulatory or self-regulatory duties 18
under this Act. 19
‘‘(2) The Commission may exempt, condi-20
tionally or unconditionally, a digital commodity ex-21
change from registration under this section if the 22
Commission finds that the digital commodity ex-23
change is subject to comparable, comprehensive su-24
pervision and regulation on a consolidated basis by 25 187 
•HR 4763 EH
the appropriate governmental authorities in the 1
home country of the facility. 2
‘‘(j) C
USTOMERDEFINED.—In this section, the term 3
‘customer’ means any person that maintains an account 4
for the trading of digital commodities directly with a dig-5
ital commodity exchange (other than a person that is 6
owned or controlled, directly or indirectly, by the digital 7
commodity exchange) for its own behalf or on behalf of 8
any other person. 9
‘‘(k) F
EDERALPREEMPTION.—Notwithstanding any 10
other provision of law, the Commission shall have exclusive 11
jurisdiction over any digital commodity exchange reg-12
istered under this section. 13
‘‘(l) W
ITHDRAWAL OF CERTIFICATION OF A 14
B
LOCKCHAINSYSTEM.— 15
‘‘(1) I
N GENERAL.— 16
‘‘(A) D
ETERMINATION BY A DIGITAL COM -17
MODITY EXCHANGE .—With respect to a certifi-18
cation of a blockchain system that becomes ef-19
fective pursuant to section 44(f) of the Securi-20
ties Exchange Act of 1934, if a digital com-21
modity exchange determines that the blockchain 22
system may not be a decentralized system, the 23
digital commodity exchange shall notify the 24
Commission of such determination. 25 188 
•HR 4763 EH
‘‘(B) WITHDRAWAL PROCESS .—With re-1
spect to each notification received under sub-2
paragraph (A), the Commission shall initiate a 3
withdrawal process under which the Commis-4
sion shall— 5
‘‘(i) publish a notice announcing the 6
proposed withdrawal; 7
‘‘(ii) provide a 30 day comment period 8
with respect to the proposed withdrawal; 9
and 10
‘‘(iii) after the end of the 30-day com-11
ment required under clause (ii), publish ei-12
ther— 13
‘‘(I) a notification of withdrawal 14
of the applicable certification; or 15
‘‘(II) a notice that the Commis-16
sion is not withdrawing the certifi-17
cation. 18
‘‘(C) D
ETAILED ANALYSIS REQUIRED .— 19
The Commission shall include, with each publi-20
cation of a notification of withdrawal described 21
under subparagraph (B)(iii)(I), a detailed anal-22
ysis of the factors on which the decision was 23
based. 24 189 
•HR 4763 EH
‘‘(2) RECERTIFICATION.—With respect to a 1
blockchain system for which a certification has been 2
withdrawn under this subsection, no person may 3
make a certification under section 44(a) of the Secu-4
rities Exchange Act of 1934 with respect to such 5
blockchain system during the 90-day period begin-6
ning on the date of such withdrawal. 7
‘‘(3) A
PPEAL OF WITHDRAWAL .— 8
‘‘(A) I
N GENERAL.—If a certification is 9
withdrawn under this subsection, a person mak-10
ing may appeal the decision to the United 11
States Court of Appeals for the District of Co-12
lumbia, not later than 60 days after the notice 13
of withdrawal is made. 14
‘‘(B) R
EVIEW.—In an appeal under sub-15
paragraph (A), the court shall have de novo re-16
view of the determination to withdraw the cer-17
tification.’’. 18
SEC. 505. QUALIFIED DIGITAL COMMODITY CUSTODIANS. 19
The Commodity Exchange Act (7 U.S.C. 1 et seq.), 20
as amended by the preceding provisions of this Act, is 21
amended by inserting after section 5i the following: 22
‘‘SEC. 5j. QUALIFIED DIGITAL COMMODITY CUSTODIANS. 23
‘‘(a) I
NGENERAL.—A digital commodity custodian 24
is a qualified digital commodity custodian if the digital 25 190 
•HR 4763 EH
commodity custodian complies with the requirements of 1
this section. 2
‘‘(b) S
UPERVISIONREQUIREMENT.—A digital com-3
modity custodian that is not subject to supervision and 4
examination by an appropriate Federal banking agency, 5
the National Credit Union Administration, the Commis-6
sion, or the Securities and Exchange Commission shall be 7
subject to adequate supervision and appropriate regulation 8
by— 9
‘‘(1) a State bank supervisor (within the mean-10
ing of section 3 of the Federal Deposit Insurance 11
Act); 12
‘‘(2) a State credit union supervisor, as defined 13
under section 6003 of the Anti-Money Laundering 14
Act of 2020; or 15
‘‘(3) an appropriate foreign governmental au-16
thority in the home country of the digital commodity 17
custodian. 18
‘‘(c) O
THERREQUIREMENTS.— 19
‘‘(1) N
OT OTHERWISE PROHIBITED .—The dig-20
ital commodity custodian has not been prohibited by 21
a supervisor of the digital commodity custodian from 22
engaging in an activity with respect to the custody 23
and safekeeping of digital commodities. 24
‘‘(2) I
NFORMATION SHARING .— 25 191 
•HR 4763 EH
‘‘(A) IN GENERAL.—A digital commodity 1
custodian shall share information with the 2
Commission on request and comply with such 3
requirements for periodic sharing of informa-4
tion regarding customer accounts that the dig-5
ital commodity custodian holds on behalf of an 6
entity registered with the Commission as the 7
Commission determines by rule are reasonably 8
necessary to effectuate any of the provisions, or 9
to accomplish any of the purposes, of this Act. 10
‘‘(B) P
ROVISION OF INFORMATION .—Any 11
entity that is subject to regulation and exam-12
ination by an appropriate Federal banking 13
agency may satisfy any information request de-14
scribed in subparagraph (A) by providing the 15
Commission with a detailed listing, in writing, 16
of the digital commodities of a customer within 17
the custody or use of the entity. 18
‘‘(d) A
DEQUATESUPERVISION AND APPROPRIATE 19
R
EGULATION.— 20
‘‘(1) I
N GENERAL.—For purposes of subsection 21
(b), the terms ‘adequate supervision’ and ‘appro-22
priate regulation’ mean such minimum standards for 23
supervision and regulation as are reasonably nec-24
essary to protect the digital commodities of cus-25 192 
•HR 4763 EH
tomers of an entity registered with the Commission, 1
including standards relating to the licensing, exam-2
ination, and supervisory processes that require the 3
digital commodity custodian to, at a minimum— 4
‘‘(A) receive a review and evaluation of 5
ownership, character and fitness, conflicts of in-6
terest, business model, financial statements, 7
funding resources, and policies and procedures 8
of the digital commodity custodian; 9
‘‘(B) hold capital sufficient for the finan-10
cial integrity of the digital commodity custo-11
dian; 12
‘‘(C) protect customer assets; 13
‘‘(D) establish and maintain books and 14
records regarding the business of the digital 15
commodity custodian; 16
‘‘(E) submit financial statements and au-17
dited financial statements to the applicable su-18
pervisor described in subsection (b); 19
‘‘(F) provide disclosures to the applicable 20
supervisor described in subsection (b) regarding 21
actions, proceedings, and other items as deter-22
mined by the supervisor; 23
‘‘(G) maintain and enforce policies and 24
procedures for compliance with applicable State 25 193 
•HR 4763 EH
and Federal laws, including those related to 1
anti-money laundering and cybersecurity; 2
‘‘(H) establish a business continuity plan 3
to ensure functionality in cases of disruption; 4
and 5
‘‘(I) establish policies and procedures to re-6
solve complaints. 7
‘‘(2) R
ULEMAKING WITH RESPECT TO DEFINI -8
TIONS.— 9
‘‘(A) I
N GENERAL.—For purposes of this 10
section, the Commission may, by rule, further 11
define the terms ‘adequate supervision’ and ‘ap-12
propriate regulation’ as necessary in the public 13
interest, as appropriate for the protection of in-14
vestors, and consistent with the purposes of this 15
Act. 16
‘‘(B) C
ONDITIONAL TREATMENT OF CER -17
TAIN CUSTODIANS BEFORE RULEMAKING .—Be-18
fore the effective date of a rulemaking under 19
subparagraph (A), a trust company is deemed 20
subject to adequate supervision and appropriate 21
regulation if— 22
‘‘(i) the trust company is expressly 23
permitted by a State bank supervisor to 24 194 
•HR 4763 EH
engage in the custody and safekeeping of 1
digital commodities; 2
‘‘(ii) the State bank supervisor has es-3
tablished licensing, examination, and su-4
pervisory processes that require the trust 5
company to, at a minimum, meet the con-6
ditions described in subparagraphs (A) 7
through (I) of paragraph (1); and 8
‘‘(iii) the trust company is in good 9
standing with its State bank supervisor. 10
‘‘(C) T
RANSITION PERIOD FOR CERTAIN 11
CUSTODIANS.—In implementing the rulemaking 12
under subparagraph (A), the Commission shall 13
provide a transition period of not less than 2 14
years for any trust company that is deemed 15
subject to adequate supervision and appropriate 16
regulation under subparagraph (B) on the ef-17
fective date of the rulemaking. 18
‘‘(e) A
UTHORITY TOTEMPORARILYSUSPENDSTAND-19
ARDS.—The Commission may, by rule or order, tempo-20
rarily suspend, in whole or in part, any requirement im-21
posed under, or any standard referred to in, this section 22
if the Commission determines that the suspension would 23
be consistent with the public interest and the purposes of 24
this Act.’’. 25 195 
•HR 4763 EH
SEC. 506. REGISTRATION AND REGULATION OF DIGITAL 1
COMMODITY BROKERS AND DEALERS. 2
The Commodity Exchange Act (7 U.S.C. 1 et seq.), 3
as amended by the preceding provisions of this Act, is 4
amended by inserting after section 4t the following: 5
‘‘SEC. 4u. REGISTRATION AND REGULATION OF DIGITAL 6
COMMODITY BROKERS AND DEALERS. 7
‘‘(a) R
EGISTRATION.—It shall be unlawful for any 8
person to act as a digital commodity broker or digital com-9
modity dealer unless the person is registered as such with 10
the Commission. 11
‘‘(b) R
EQUIREMENTS.— 12
‘‘(1) I
N GENERAL.—A person shall register as 13
a digital commodity broker or digital commodity 14
dealer by filing a registration application with the 15
Commission. 16
‘‘(2) C
ONTENTS.— 17
‘‘(A) I
N GENERAL.—The application shall 18
be made in such form and manner as is pre-19
scribed by the Commission, and shall contain 20
such information as the Commission considers 21
necessary concerning the business in which the 22
applicant is or will be engaged. 23
‘‘(B) C
ONTINUAL REPORTING .—A person 24
that is registered as a digital commodity broker 25
or digital commodity dealer shall continue to 26 196 
•HR 4763 EH
submit to the Commission reports that contain 1
such information pertaining to the business of 2
the person as the Commission may require. 3
‘‘(3) S
TATUTORY DISQUALIFICATION .—Except 4
to the extent otherwise specifically provided by rule, 5
regulation, or order, it shall be unlawful for a digital 6
commodity broker or digital commodity dealer to 7
permit any person who is associated with a digital 8
commodity broker or a digital commodity dealer and 9
who is subject to a statutory disqualification to ef-10
fect or be involved in effecting a contract of sale of 11
a digital commodity on behalf of the digital com-12
modity broker or the digital commodity dealer, re-13
spectively, if the digital commodity broker or digital 14
commodity dealer, respectively, knew, or in the exer-15
cise of reasonable care should have known, of the 16
statutory disqualification. 17
‘‘(4) L
IMITATIONS ON CERTAIN ASSETS .—A 18
digital commodity broker or digital commodity deal-19
er shall not offer, offer to enter into, enter into, or 20
facilitate any contract of sale of a digital commodity 21
that has not been certified under section 5c(d). 22
‘‘(c) A
DDITIONALREGISTRATIONS.— 23
‘‘(1) W
ITH THE COMMISSION .—Any person re-24
quired to be registered as a digital commodity 25 197 
•HR 4763 EH
broker or digital commodity dealer may also be reg-1
istered as a futures commission merchant, intro-2
ducing broker, or swap dealer. 3
‘‘(2) W
ITH THE SECURITIES AND EXCHANGE 4
COMMISSION.—Any person required to be registered 5
as a digital commodity broker or digital commodity 6
dealer under this section may register with the Secu-7
rities and Exchange Commission as a digital asset 8
broker or digital asset dealer, pursuant to section 9
15(b) of the Securities Exchange Act of 1934. 10
‘‘(3) W
ITH MEMBERSHIP IN A REGISTERED FU -11
TURES ASSOCIATION.—Any person required to be 12
registered as a digital commodity broker or digital 13
commodity dealer under this section shall be a mem-14
ber of a registered futures association. 15
‘‘(4) R
EGISTRATION REQUIRED .—Any person 16
required to be registered as a digital commodity 17
broker or digital commodity dealer under this sec-18
tion shall register with the Commission as such re-19
gardless of whether the person is registered with an-20
other State or Federal regulator. 21
‘‘(d) R
ULEMAKING.— 22
‘‘(1) I
N GENERAL.—The Commission shall pre-23
scribe such rules applicable to registered digital com-24
modity brokers and registered digital commodity 25 198 
•HR 4763 EH
dealers as are appropriate to carry out this section, 1
including rules in the public interest that limit the 2
activities of digital commodity brokers and digital 3
commodity dealers. 4
‘‘(2) M
ULTIPLE REGISTRANTS .—The Commis-5
sion shall prescribe rules or regulations permitting, 6
or may otherwise authorize, exemptions or additional 7
requirements applicable to persons with multiple reg-8
istrations under this Act, including as futures com-9
mission merchants, introducing brokers, digital com-10
modity brokers, digital commodity dealers, or swap 11
dealers, as may be in the public interest to reduce 12
compliance costs and promote customer protection. 13
‘‘(e) C
APITALREQUIREMENTS.— 14
‘‘(1) I
N GENERAL.—Each digital commodity 15
broker and digital commodity dealer shall meet such 16
minimum capital requirements as the Commission 17
may prescribe to address the risks associated with 18
digital commodity trading and to ensure that the 19
digital commodity broker or digital commodity deal-20
er, respectively, is able to— 21
‘‘(A) meet, and continue to meet, at all 22
times, the obligations of such a registrant; and 23
‘‘(B) in the case of a digital commodity 24
dealer, fulfill the counterparty obligations of the 25 199 
•HR 4763 EH
digital commodity dealer for any margined, le-1
veraged, or financed transactions. 2
‘‘(2) R
ULE OF CONSTRUCTION .—Nothing in 3
this section shall limit, or be construed to limit, the 4
authority of the Securities and Exchange Commis-5
sion to set financial responsibility rules for a broker 6
or dealer registered pursuant to section 15(b) of the 7
Securities Exchange Act of 1934 (15 U.S.C. 78o(b)) 8
(except for section 15(b)(11) of such Act (15 U.S.C. 9
78o(b)(11)) in accordance with section 15(c)(3) of 10
such Act (15 U.S.C. 78o(c)(3)). 11
‘‘(3) F
UTURES COMMISSION MERCHANTS AND 12
OTHER DEALERS .—Each futures commission mer-13
chant, introducing broker, digital commodity broker, 14
digital commodity dealer, broker, and dealer shall 15
maintain sufficient capital to comply with the strict-16
er of any applicable capital requirements to which 17
the futures commission merchant, introducing 18
broker, digital commodity broker, digital commodity 19
dealer, broker, or dealer, respectively, is subject 20
under this Act or the Securities Exchange Act of 21
1934 (15 U.S.C. 78a et seq.). 22
‘‘(f) R
EPORTING ANDRECORDKEEPING.—Each dig-23
ital commodity broker and digital commodity dealer— 24 200 
•HR 4763 EH
‘‘(1) shall make such reports as are required by 1
the Commission by rule or regulation regarding the 2
transactions, positions, and financial condition of the 3
digital commodity broker or digital commodity deal-4
er, respectively; 5
‘‘(2) shall keep books and records in such form 6
and manner and for such period as may be pre-7
scribed by the Commission by rule or regulation; and 8
‘‘(3) shall keep the books and records open to 9
inspection and examination by any representative of 10
the Commission. 11
‘‘(g) D
AILYTRADINGRECORDS.— 12
‘‘(1) I
N GENERAL.—Each digital commodity 13
broker and digital commodity dealer shall maintain 14
daily trading records of the transactions of the dig-15
ital commodity broker or digital commodity dealer, 16
respectively, and all related records (including re-17
lated forward or derivatives transactions) and re-18
corded communications, including electronic mail, in-19
stant messages, and recordings of telephone calls, 20
for such period as the Commission may require by 21
rule or regulation. 22
‘‘(2) I
NFORMATION REQUIREMENTS .—The daily 23
trading records shall include such information as the 24
Commission shall require by rule or regulation. 25 201 
•HR 4763 EH
‘‘(3) COUNTERPARTY RECORDS .—Each digital 1
commodity broker and digital commodity dealer shall 2
maintain daily trading records for each customer or 3
counterparty in a manner and form that is identifi-4
able with each digital commodity transaction. 5
‘‘(4) A
UDIT TRAIL.—Each digital commodity 6
broker and digital commodity dealer shall maintain 7
a complete audit trail for conducting comprehensive 8
and accurate trade reconstructions. 9
‘‘(h) B
USINESSCONDUCTSTANDARDS.— 10
‘‘(1) I
N GENERAL.—Each digital commodity 11
broker and digital commodity dealer shall conform 12
with such business conduct standards as the Com-13
mission, by rule or regulation, prescribes related 14
to— 15
‘‘(A) fraud, manipulation, and other abu-16
sive practices involving spot or margined, lever-17
aged, or financed digital commodity trans-18
actions (including transactions that are offered 19
but not entered into); 20
‘‘(B) diligent supervision of the business of 21
the registered digital commodity broker or dig-22
ital commodity dealer, respectively; and 23
‘‘(C) such other matters as the Commis-24
sion deems appropriate. 25 202 
•HR 4763 EH
‘‘(2) BUSINESS CONDUCT REQUIREMENTS .— 1
The Commission shall, by rule, prescribe business 2
conduct requirements which— 3
‘‘(A) require disclosure by a registered dig-4
ital commodity broker and registered digital 5
commodity dealer to any counterparty to the 6
transaction (other than an eligible contract par-7
ticipant) of— 8
‘‘(i) information about the material 9
risks and characteristics of the digital com-10
modity; 11
‘‘(ii) information about the material 12
risks and characteristics of the transaction; 13
‘‘(B) establish a duty for such a digital 14
commodity broker and such a digital commodity 15
dealer to communicate in a fair and balanced 16
manner based on principles of fair dealing and 17
good faith; 18
‘‘(C) establish standards governing digital 19
commodity broker and digital commodity dealer 20
marketing and advertising, including 21
testimonials and endorsements; and 22
‘‘(D) establish such other standards and 23
requirements as the Commission may determine 24
are— 25 203 
•HR 4763 EH
‘‘(i) in the public interest; 1
‘‘(ii) appropriate for the protection of 2
customers; or 3
‘‘(iii) otherwise in furtherance of the 4
purposes of this Act. 5
‘‘(3) P
ROHIBITION ON FRAUDULENT PRAC -6
TICES.—It shall be unlawful for a digital commodity 7
broker or digital commodity dealer to— 8
‘‘(A) employ any device, scheme, or artifice 9
to defraud any customer or counterparty; 10
‘‘(B) engage in any transaction, practice, 11
or course of business that operates as a fraud 12
or deceit on any customer or counterparty; or 13
‘‘(C) engage in any act, practice, or course 14
of business that is fraudulent, deceptive, or ma-15
nipulative. 16
‘‘(i) D
UTIES.— 17
‘‘(1) R
ISK MANAGEMENT PROCEDURES .—Each 18
digital commodity broker and digital commodity 19
dealer shall establish robust and professional risk 20
management systems adequate for managing the 21
day-to-day business of the digital commodity broker 22
or digital commodity dealer, respectively. 23
‘‘(2) D
ISCLOSURE OF GENERAL INFORMA -24
TION.—Each digital commodity broker and digital 25 204 
•HR 4763 EH
commodity dealer shall disclose to the Commission 1
information concerning— 2
‘‘(A) the terms and conditions of the trans-3
actions of the digital commodity broker or dig-4
ital commodity dealer, respectively; 5
‘‘(B) the trading operations, mechanisms, 6
and practices of the digital commodity broker 7
or digital commodity dealer, respectively; 8
‘‘(C) financial integrity protections relating 9
to the activities of the digital commodity broker 10
or digital commodity dealer, respectively; and 11
‘‘(D) other information relevant to trading 12
in digital commodities by the digital commodity 13
broker or digital commodity dealer, respectively. 14
‘‘(3) A
BILITY TO OBTAIN INFORMATION .—Each 15
digital commodity broker and digital commodity 16
dealer shall— 17
‘‘(A) establish and enforce internal systems 18
and procedures to obtain any necessary infor-19
mation to perform any of the functions de-20
scribed in this section; and 21
‘‘(B) provide the information to the Com-22
mission, on request. 23
‘‘(4) C
ONFLICTS OF INTEREST .—Each digital 24
commodity broker and digital commodity dealer shall 25 205 
•HR 4763 EH
implement conflict-of-interest systems and proce-1
dures that— 2
‘‘(A) establish structural and institutional 3
safeguards— 4
‘‘(i) to minimize conflicts of interest 5
that might potentially bias the judgment or 6
supervision of the digital commodity broker 7
or digital commodity dealer, respectively, 8
and contravene the principles of fair and 9
equitable trading and the business conduct 10
standards described in this Act, including 11
conflicts arising out of transactions or ar-12
rangements with affiliates (including affili-13
ates acting as digital asset issuers, digital 14
commodity dealers, or qualified digital 15
commodity custodians), which may include 16
information partitions and the legal sepa-17
ration of different persons involved in dig-18
ital commodity activities; and 19
‘‘(ii) to ensure that the activities of 20
any person within the digital commodity 21
broker or digital commodity dealer relating 22
to research or analysis of the price or mar-23
ket for any digital commodity or acting in 24
a role of providing exchange activities or 25 206 
•HR 4763 EH
making determinations as to accepting ex-1
change customers are separated by appro-2
priate informational partitions within the 3
digital commodity broker or digital com-4
modity dealer from the review, pressure, or 5
oversight of persons whose involvement in 6
pricing, trading, exchange, or clearing ac-7
tivities might potentially bias their judg-8
ment or supervision and contravene the 9
core principles of open access and the busi-10
ness conduct standards described in this 11
Act; and 12
‘‘(B) address such other issues as the 13
Commission determines to be appropriate. 14
‘‘(5) A
NTITRUST CONSIDERATIONS .—Unless 15
necessary or appropriate to achieve the purposes of 16
this Act, a digital commodity broker or digital com-17
modity dealer shall not— 18
‘‘(A) adopt any process or take any action 19
that results in any unreasonable restraint of 20
trade; or 21
‘‘(B) impose any material anticompetitive 22
burden on trading or clearing. 23
‘‘(j) D
ESIGNATION OF CHIEFCOMPLIANCEOFFI-24
CER.— 25 207 
•HR 4763 EH
‘‘(1) IN GENERAL.—Each digital commodity 1
broker and digital commodity dealer shall designate 2
an individual to serve as a chief compliance officer. 3
‘‘(2) D
UTIES.—The chief compliance officer 4
shall— 5
‘‘(A) report directly to the board or to the 6
senior officer of the registered digital com-7
modity broker or registered digital commodity 8
dealer; 9
‘‘(B) review the compliance of the reg-10
istered digital commodity broker or registered 11
digital commodity dealer with respect to the 12
registered digital commodity broker and reg-13
istered digital commodity dealer requirements 14
described in this section; 15
‘‘(C) in consultation with the board of di-16
rectors, a body performing a function similar to 17
the board, or the senior officer of the organiza-18
tion, resolve any conflicts of interest that may 19
arise; 20
‘‘(D) be responsible for administering each 21
policy and procedure that is required to be es-22
tablished pursuant to this section; 23 208 
•HR 4763 EH
‘‘(E) ensure compliance with this Act (in-1
cluding regulations), including each rule pre-2
scribed by the Commission under this section; 3
‘‘(F) establish procedures for the remedi-4
ation of noncompliance issues identified by the 5
chief compliance officer through any— 6
‘‘(i) compliance office review; 7
‘‘(ii) look-back; 8
‘‘(iii) internal or external audit find-9
ing; 10
‘‘(iv) self-reported error; or 11
‘‘(v) validated complaint; and 12
‘‘(G) establish and follow appropriate pro-13
cedures for the handling, management response, 14
remediation, retesting, and closing of non-15
compliance issues. 16
‘‘(3) A
NNUAL REPORTS.— 17
‘‘(A) I
N GENERAL.—In accordance with 18
rules prescribed by the Commission, the chief 19
compliance officer shall annually prepare and 20
sign a report that contains a description of— 21
‘‘(i) the compliance of the registered 22
digital commodity broker or registered dig-23
ital commodity dealer with respect to this 24
Act (including regulations); and 25 209 
•HR 4763 EH
‘‘(ii) each policy and procedure of the 1
registered digital commodity broker or reg-2
istered digital commodity dealer of the 3
chief compliance officer (including the code 4
of ethics and conflict of interest policies). 5
‘‘(B) R
EQUIREMENTS.—The chief compli-6
ance officer shall ensure that a compliance re-7
port under subparagraph (A)— 8
‘‘(i) accompanies each appropriate fi-9
nancial report of the registered digital 10
commodity broker or registered digital 11
commodity dealer that is required to be 12
furnished to the Commission pursuant to 13
this section; and 14
‘‘(ii) includes a certification that, 15
under penalty of law, the compliance re-16
port is accurate and complete. 17
‘‘(k) S
EGREGATION OFDIGITALCOMMODITIES.— 18
‘‘(1) H
OLDING OF CUSTOMER ASSETS .— 19
‘‘(A) I
N GENERAL.—Each digital com-20
modity broker and digital commodity dealer 21
shall hold customer money, assets, and property 22
in a manner to minimize the risk of loss to the 23
customer or unreasonable delay in customer ac-24 210 
•HR 4763 EH
cess to the money, assets, and property of the 1
customer. 2
‘‘(B) Q
UALIFIED DIGITAL COMMODITY 3
CUSTODIAN.—Each digital commodity broker 4
and digital commodity dealer shall hold in a 5
qualified digital commodity custodian each unit 6
of a digital commodity that is— 7
‘‘(i) the property of a customer or 8
counterparty of the digital commodity 9
broker or digital commodity dealer, respec-10
tively; 11
‘‘(ii) required to be held by the digital 12
commodity broker or digital commodity 13
dealer under subsection (e); or 14
‘‘(iii) otherwise so required by the 15
Commission to reasonably protect cus-16
tomers or promote the public interest. 17
‘‘(2) S
EGREGATION OF FUNDS .— 18
‘‘(A) I
N GENERAL.—Each digital com-19
modity broker and digital commodity dealer 20
shall treat and deal with all money, assets, and 21
property that is received by the digital com-22
modity broker or digital commodity dealer, or 23
accrues to a customer as the result of trading 24 211 
•HR 4763 EH
in digital commodities, as belonging to the cus-1
tomer. 2
‘‘(B) C
OMMINGLING PROHIBITED .— 3
‘‘(i) I
N GENERAL.—Except as pro-4
vided in clause (ii), each digital commodity 5
broker and digital commodity dealer shall 6
separately account for money, assets, and 7
property of a digital commodity customer, 8
and shall not commingle any such money, 9
assets, or property with the funds of the 10
digital commodity broker or digital com-11
modity dealer, respectively, or use any such 12
money, assets, or property to margin, se-13
cure, or guarantee any trades or accounts 14
of any customer or person other than the 15
person for whom the money, assets, or 16
property are held. 17
‘‘(ii) E
XCEPTIONS.— 18
‘‘(I) U
SE OF FUNDS.— 19
‘‘(aa) I
N GENERAL.—A dig-20
ital commodity broker or digital 21
commodity dealer may, for con-22
venience, commingle and deposit 23
in the same account or accounts 24
with any bank, trust company, 25 212 
•HR 4763 EH
derivatives clearing organization, 1
or qualified digital commodity 2
custodian money, assets, and 3
property of customers. 4
‘‘(bb) W
ITHDRAWAL.—The 5
share of the money, assets, and 6
property described in item (aa) 7
as in the normal course of busi-8
ness shall be necessary to mar-9
gin, guarantee, secure, transfer, 10
adjust, or settle a contract of sale 11
of a digital commodity with a 12
registered entity may be with-13
drawn and applied to such pur-14
poses, including the payment of 15
commissions, brokerage, interest, 16
taxes, storage, and other charges, 17
lawfully accruing in connection 18
with the contract. 19
‘‘(II) C
OMMISSION ACTION.—In 20
accordance with such terms and con-21
ditions as the Commission may pre-22
scribe by rule, regulation, or order, 23
any money, assets, or property of the 24
customers of a digital commodity 25 213 
•HR 4763 EH
broker or digital commodity dealer 1
may be commingled and deposited in 2
customer accounts with any other 3
money, assets, or property received by 4
the digital commodity broker or dig-5
ital commodity dealer, respectively, 6
and required by the Commission to be 7
separately accounted for and treated 8
and dealt with as belonging to the 9
customer of the digital commodity 10
broker or digital commodity dealer, 11
respectively. 12
‘‘(3) P
ERMITTED INVESTMENTS .—Money de-13
scribed in paragraph (2) may be invested in obliga-14
tions of the United States, in general obligations of 15
any State or of any political subdivision of a State, 16
in obligations fully guaranteed as to principal and 17
interest by the United States, or in any other invest-18
ment that the Commission may by rule or regulation 19
allow. 20
‘‘(4) C
USTOMER PROTECTION DURING BANK -21
RUPTCY.— 22
‘‘(A) C
USTOMER PROPERTY .—All money, 23
assets, or property described in paragraph (2) 24
shall be considered customer property for pur-25 214 
•HR 4763 EH
poses of section 761 of title 11, United States 1
Code. 2
‘‘(B) T
RANSACTIONS.—A transaction in-3
volving a unit of a digital commodity occurring 4
with a digital commodity dealer shall be consid-5
ered a ‘contract for the purchase or sale of a 6
commodity for future delivery, on or subject to 7
the rules of, a contract market or board of 8
trade’ for purposes of the definition of a ‘com-9
modity contract’ in section 761 of title 11, 10
United States Code. 11
‘‘(C) B
ROKERS AND DEALERS .—A digital 12
commodity dealer and a digital commodity 13
broker shall be considered a futures commission 14
merchant for purposes of section 761 of title 15
11, United States Code. 16
‘‘(D) A
SSETS REMOVED FROM SEGREGA -17
TION.—Assets removed from segregation due to 18
a customer election under paragraph (6) shall 19
not be considered customer property for pur-20
poses of section 761 of title 11, United States 21
Code. 22
‘‘(5) M
ISUSE OF CUSTOMER PROPERTY .— 23
‘‘(A) I
N GENERAL.—It shall be unlawful— 24 215 
•HR 4763 EH
‘‘(i) for any digital commodity broker 1
or digital commodity dealer that has re-2
ceived any customer money, assets, or 3
property for custody to dispose of, or use 4
any such money, assets, or property as be-5
longing to the digital commodity broker or 6
digital commodity dealer, respectively, or 7
any person other than a customer of the 8
digital commodity broker or digital com-9
modity dealer, respectively; or 10
‘‘(ii) for any other person, including 11
any depository, digital commodity ex-12
change, other digital commodity broker, 13
other digital commodity dealer, or digital 14
commodity custodian that has received any 15
customer money, assets, or property for 16
deposit, to hold, dispose of, or use any 17
such money, assets, or property, as belong-18
ing to the depositing digital commodity 19
broker or digital commodity dealer or any 20
person other than the customers of the 21
digital commodity broker or digital com-22
modity dealer, respectively. 23
‘‘(B) U
SE FURTHER DEFINED .—For pur-24
poses of this section, ‘use’ of a digital com-25 216 
•HR 4763 EH
modity includes utilizing any unit of a digital 1
asset to participate in a blockchain service de-2
fined in paragraph (6) or a decentralized gov-3
ernance system associated with the digital com-4
modity or the blockchain system to which the 5
digital commodity relates in any manner other 6
than that expressly directed by the customer 7
from whom the unit of a digital commodity was 8
received. 9
‘‘(6) P
ARTICIPATION IN BLOCKCHAIN SERV -10
ICES.— 11
‘‘(A) I
N GENERAL.—A customer shall have 12
the right to waive the restrictions in paragraph 13
(1) for any unit of a digital commodity to be 14
used under subparagraph (B), by affirmatively 15
electing, in writing to the digital commodity 16
broker or digital commodity dealer, to waive the 17
restrictions. 18
‘‘(B) U
SE OF FUNDS.—Customer digital 19
commodities removed from segregation under 20
subparagraph (A) may be pooled and used by 21
the digital commodity broker or digital com-22
modity dealer, or one of their designees, to pro-23
vide a blockchain service for a blockchain sys-24
tem to which the unit of the digital asset re-25 217 
•HR 4763 EH
moved from segregation in subparagraph (A) 1
relates. 2
‘‘(C) L
IMITATIONS.— 3
‘‘(i) I
N GENERAL.—The Commission 4
may, by rule, establish notice and disclo-5
sure requirements, and any other limita-6
tions and rules related to the waiving of 7
any restrictions under this paragraph that 8
are reasonably necessary to protect cus-9
tomers, including eligible contract partici-10
pants, non-eligible contract participants, or 11
any other class of customers. 12
‘‘(ii) C
USTOMER CHOICE .—A digital 13
commodity broker or digital commodity 14
dealer may not require a waiver from a 15
customer described in subparagraph (A) as 16
a condition of doing business with the 17
broker or dealer. 18
‘‘(D) B
LOCKCHAIN SERVICE DEFINED .—In 19
this subparagraph, the term ‘blockchain service’ 20
means any activity relating to validating trans-21
actions on a blockchain system, providing secu-22
rity for a blockchain system, or other similar 23
activity required for the ongoing operation of a 24
blockchain system. 25 218 
•HR 4763 EH
‘‘(l) FEDERALPREEMPTION.—Notwithstanding any 1
other provision of law, the Commission shall have exclusive 2
jurisdiction over any digital commodity broker or digital 3
commodity dealer registered under this section. 4
‘‘(m) E
XEMPTIONS.—In order to promote responsible 5
economic or financial innovation and fair competition, or 6
protect customers, the Commission may (on its own initia-7
tive or on application of the registered digital commodity 8
broker or registered digital commodity dealer) exempt, un-9
conditionally or on stated terms or conditions, or for stat-10
ed periods, and retroactively or prospectively, or both, a 11
registered digital commodity broker or registered digital 12
commodity dealer from the requirements of this section, 13
if the Commission determines that— 14
‘‘(1)(A) the exemption would be consistent with 15
the public interest and the purposes of this Act; and 16
‘‘(B) the exemption will not have a material ad-17
verse effect on the ability of the Commission to dis-18
charge regulatory duties under this Act; or 19
‘‘(2) the registered digital commodity broker or 20
registered digital commodity dealer is subject to 21
comparable, comprehensive supervision and regula-22
tion by the appropriate government authorities in 23
the home country of the registered digital commodity 24 219 
•HR 4763 EH
broker or registered digital commodity dealer, re-1
spectively.’’. 2
SEC. 507. REGISTRATION OF ASSOCIATED PERSONS. 3
(a) I
NGENERAL.—Section 4k of the Commodity Ex-4
change Act (7 U.S.C. 6k) is amended— 5
(1) by redesignating subsections (4) through 6
(6) as subsections (5) through (7), respectively; and 7
(2) by inserting after subsection (3) the fol-8
lowing: 9
‘‘(4) It shall be unlawful for any person to act as an 10
associated person of a digital commodity broker or an as-11
sociated person of a digital commodity dealer unless the 12
person is registered with the Commission under this Act 13
and such registration shall not have expired, been sus-14
pended (and the period of suspension has not expired), 15
or been revoked. It shall be unlawful for a digital com-16
modity broker or a digital commodity dealer to permit 17
such a person to become or remain associated with the 18
digital commodity broker or digital commodity dealer if 19
the digital commodity broker or digital commodity dealer 20
knew or should have known that the person was not so 21
registered or that the registration had expired, been sus-22
pended (and the period of suspension has not expired), 23
or been revoked.’’; and 24 220 
•HR 4763 EH
(3) in subsection (5) (as so redesignated), by 1
striking ‘‘or of a commodity trading advisor’’ and in-2
serting ‘‘of a commodity trading advisor, of a digital 3
commodity broker, or of a digital commodity deal-4
er’’. 5
(b) C
ONFORMINGAMENDMENTS.—The Commodity 6
Exchange Act (7 U.S.C. 1a et seq.) is amended by striking 7
‘‘section 4k(6)’’ each place it appears and inserting ‘‘sec-8
tion 4k(7)’’. 9
SEC. 508. REGISTRATION OF COMMODITY POOL OPERA-10
TORS AND COMMODITY TRADING ADVISORS. 11
(a) I
NGENERAL.—Section 4m(3) of the Commodity 12
Exchange Act (7 U.S.C. 6m(3)) is amended— 13
(1) in subparagraph (A)— 14
(A) by striking ‘‘any commodity trading 15
advisor’’ and inserting ‘‘a commodity pool oper-16
ator or commodity trading advisor’’; and 17
(B) by striking ‘‘acting as a commodity 18
trading advisor’’ and inserting ‘‘acting as a 19
commodity pool operator or commodity trading 20
advisor’’; and 21
(2) in subparagraph (C), by inserting ‘‘digital 22
commodities,’’ after ‘‘physical commodities,’’. 23 221 
•HR 4763 EH
(b) EXEMPTIVEAUTHORITY.—Section 4m of such 1
Act (7 U.S.C. 6m) is amended by adding at the end the 2
following: 3
‘‘(4) E
XEMPTIVEAUTHORITY.—The Commission 4
shall promulgate rules to provide appropriate exemptions 5
for commodity pool operators and commodity trading advi-6
sors, to provide relief from duplicative, conflicting, or un-7
duly burdensome requirements or to promote responsible 8
innovation, to the extent the exemptions foster the devel-9
opment of fair and orderly cash or spot digital commodity 10
markets, are necessary or appropriate in the public inter-11
est, and are consistent with the protection of customers.’’. 12
SEC. 509. EXCLUSION FOR DECENTRALIZED FINANCE AC-13
TIVITIES. 14
The Commodity Exchange Act (7 U.S.C. 1 et seq.), 15
as amended by the preceding provisions of this Act, is 16
amended by inserting after section 4u the following: 17
‘‘SEC. 4v. DECENTRALIZED FINANCE ACTIVITIES NOT SUB-18
JECT TO THIS ACT. 19
‘‘(a) I
NGENERAL.—Notwithstanding any other pro-20
vision of this Act, a person shall not be subject to this 21
Act and the regulations promulgated under this Act based 22
on the person directly or indirectly engaging in any of the 23
following activities, whether singly or in combination, in 24
relation to the operation of a blockchain system or in rela-25 222 
•HR 4763 EH
tion to decentralized finance (as defined in section 605(d) 1
of the Financial Innovation and Technology for the 21st 2
Century Act): 3
‘‘(1) Compiling network transactions, operating 4
or participating in a liquidity pool, relaying, search-5
ing, sequencing, validating, or acting in a similar ca-6
pacity with respect to contract of sale of a digital 7
asset. 8
‘‘(2) Providing computational work, operating a 9
node, or procuring, offering, or utilizing network 10
bandwidth, or other similar incidental services with 11
respect to a contract of sale of a digital asset. 12
‘‘(3) Providing a user-interface that enables a 13
user to read, and access data about a blockchain 14
system, send messages, or otherwise interact with a 15
blockchain system. 16
‘‘(4) Developing, publishing, constituting, ad-17
ministering, maintaining, or otherwise distributing a 18
blockchain system. 19
‘‘(5) Developing, publishing, constituting, ad-20
ministering, maintaining, or otherwise distributing 21
software or systems that create or deploy hardware 22
or software, including wallets or other systems, fa-23
cilitating an individual user’s own personal ability to 24 223 
•HR 4763 EH
keep, safeguard, or custody the user’s digital com-1
modities or related private keys. 2
‘‘(b) E
XCEPTIONS.—Subsection (a) shall not be inter-3
preted to apply to the anti-fraud, anti-manipulation, or 4
false reporting enforcement authorities of the Commis-5
sion.’’. 6
SEC. 510. FUNDING FOR IMPLEMENTATION AND ENFORCE-7
MENT. 8
(a) C
OLLECTION OFFEES.— 9
(1) I
N GENERAL.—The Commodity Futures 10
Trading Commission (in this section referred to as 11
the ‘‘Commission’’) shall charge and collect a filing 12
fee from each person who files with the Commission 13
a notice of intent to register as a digital commodity 14
exchange, digital commodity broker, or digital com-15
modity dealer pursuant to section 106. 16
(2) A
MOUNT.—The fees authorized under para-17
graph (1) may be collected and available for obliga-18
tion only in the amounts provided in advance in an 19
appropriation Act. 20
(3) A
UTHORITY TO ADJUST FEES .—Notwith-21
standing the preceding provisions of this subsection, 22
to promote fair competition or innovation, the Com-23
mission, in its sole discretion, may reduce or elimi-24 224 
•HR 4763 EH
nate any fee otherwise required to be paid by a small 1
or medium filer under this subsection. 2
(b) F
EESCHEDULE.— 3
(1) I
N GENERAL.—The Commission shall pub-4
lish in the Federal Register a schedule of the fees 5
to be charged and collected under this section. 6
(2) C
ONTENT.—The fee schedule for a fiscal 7
year shall include a written analysis of the estimate 8
of the Commission of the total costs of carrying out 9
the functions of the Commission under this Act dur-10
ing the fiscal year. 11
(3) S
UBMISSION TO CONGRESS .—Before pub-12
lishing the fee schedule for a fiscal year, the Com-13
mission shall submit a copy of the fee schedule to 14
the Congress. 15
(4) T
IMING.— 16
(A) 1
ST FISCAL YEAR.—The Commission 17
shall publish the fee schedule for the fiscal year 18
in which this Act is enacted, within 30 days 19
after the date of the enactment of this Act. 20
(B) S
UBSEQUENT FISCAL YEARS .—The 21
Commission shall publish the fee schedule for 22
each subsequent fiscal year, not less than 90 23
days before the due date prescribed by the 24 225 
•HR 4763 EH
Commission for payment of the annual fee for 1
the fiscal year. 2
(c) L
ATEPAYMENTPENALTY.— 3
(1) I
N GENERAL.—The Commission may im-4
pose a penalty against a person that fails to pay an 5
annual fee charged under this section, within 30 6
days after the due date prescribed by the Commis-7
sion for payment of the fee. 8
(2) A
MOUNT.—The amount of the penalty shall 9
be— 10
(A) 5 percent of the amount of the fee due; 11
multiplied by 12
(B) the whole number of consecutive 30- 13
day periods that have elapsed since the due 14
date. 15
(d) R
EIMBURSEMENT OF EXCESSFEES.—To the ex-16
tent that the total amount of fees collected under this sec-17
tion during a fiscal year that begins after the date of the 18
enactment of this Act exceeds the amount provided under 19
subsection (a)(2) with respect to the fiscal year, the Com-20
mission shall reimburse the excess amount to the persons 21
who have timely paid their annual fees, on a pro-rata basis 22
that excludes penalties, and shall do so within 60 days 23
after the end of the fiscal year. 24 226 
•HR 4763 EH
(e) DEPOSIT OFFEESINTO THETREASURY.—All 1
amounts collected under this section shall be credited to 2
the currently applicable appropriation, account, or fund of 3
the Commission as discretionary offsetting collections, and 4
shall be available for the purposes authorized in subsection 5
(f) only to the extent and in the amounts provided in ad-6
vance in appropriations Acts. 7
(f) A
UTHORIZATION OF APPROPRIATIONS.—In addi-8
tion to amounts otherwise authorized to be appropriated 9
to the Commission, there is authorized to be appropriated 10
to the Commission amounts collected under this section 11
to cover the costs the costs of carrying out the functions 12
of the Commission under this Act. 13
(g) S
UNSET.—The authority to charge and collect 14
fees under this section shall expire at the end of the 4th 15
fiscal year that begins after the date of the enactment of 16
this Act. 17
SEC. 511. EFFECTIVE DATE. 18
Unless otherwise provided in this title, this title and 19
the amendments made by this title shall take effect 360 20
days after the date of enactment of this Act, except that, 21
to the extent a provision of this title requires a rule-22
making, the provision shall take effect on the later of— 23
(1) 360 days after the date of enactment of this 24
Act; or 25 227 
•HR 4763 EH
(2) 60 days after the publication in the Federal 1
Register of the final rule implementing the provision. 2
SEC. 512. SENSE OF THE CONGRESS. 3
It is the sense of the Congress that nothing in this 4
Act or any amendment made by this Act should be inter-5
preted to authorize any entity to regulate any commodity, 6
other than a digital commodity, on any spot market. 7
TITLE VI—INNOVATION AND 8
TECHNOLOGY IMPROVEMENTS 9
SEC. 601. FINDINGS; SENSE OF CONGRESS. 10
(a) F
INDINGS.—Congress finds the following: 11
(1) Entrepreneurs and innovators are building 12
and deploying this next generation of the internet. 13
(2) Digital asset networks represent a new way 14
for people to join together and cooperate with one 15
another to undertake certain activities. 16
(3) Digital assets have the potential to be the 17
foundational building blocks of these networks, 18
aligning the economic incentive for individuals to co-19
operate with one another to achieve a common pur-20
pose. 21
(4) The digital asset ecosystem has the poten-22
tial to grow our economy and improve everyday lives 23
of Americans by facilitating collaboration through 24 228 
•HR 4763 EH
the use of technology to manage activities, allocate 1
resources, and facilitate decision making. 2
(5) Blockchain networks and the digital assets 3
they empower provide creator control, enhance 4
transparency, reduce transaction costs, and increase 5
efficiency if proper protections are put in place for 6
investors, consumers, our financial system, and our 7
national security. 8
(6) Blockchain technology facilitates new types 9
of network participation which businesses in the 10
United States may utilize in innovative ways. 11
(7) Other digital asset companies are setting up 12
their operations outside of the United States, where 13
countries are establishing frameworks to embrace 14
the potential of blockchain technology and digital as-15
sets and provide safeguards for consumers. 16
(8) Digital assets, despite the purported ano-17
nymity, provide law enforcement with an exceptional 18
tracing tool to identify illicit activity and bring 19
criminals to justice. 20
(9) The Financial Services Committee of the 21
House of Representatives has held multiple hearings 22
highlighting various risks that digital assets can 23
pose to the financial markets, consumers, and inves-24 229 
•HR 4763 EH
tors that must be addressed as we seek to harness 1
the benefits of these innovations. 2
(b) S
ENSE OFCONGRESS.—It is the sense of Con-3
gress that— 4
(1) the United States should seek to prioritize 5
understanding the potential opportunities of the next 6
generation of the internet; 7
(2) the United States should seek to foster ad-8
vances in technology that have robust evidence indi-9
cating they can improve our financial system and 10
create more fair and equitable access to financial 11
services for everyday Americans while protecting our 12
financial system, investors, and consumers; 13
(3) the United States must support the respon-14
sible development of digital assets and the under-15
lying technology in the United States or risk the 16
shifting of the development of such assets and tech-17
nology outside of the United States, to less regulated 18
countries; 19
(4) Congress should consult with public and 20
private sector stakeholders to understand how to 21
enact a functional framework tailored to the specific 22
risks and unique benefits of different digital asset- 23
related activities, distributed ledger technology, dis-24
tributed networks, and decentralized systems; and 25 230 
•HR 4763 EH
(5) Congress should enact a functional frame-1
work tailored to the specific risks of different digital 2
asset-related activities and unique benefits of distrib-3
uted ledger technology, distributed networks, and de-4
centralized systems; and 5
(6) consumers and market participants will ben-6
efit from a framework for digital assets consistent 7
with longstanding investor protections in securities 8
and commodities markets, yet tailored to the unique 9
benefits and risks of the digital asset ecosystem. 10
SEC. 602. CODIFICATION OF THE SEC STRATEGIC HUB FOR 11
INNOVATION AND FINANCIAL TECHNOLOGY. 12
Section 4 of the Securities Exchange Act of 1934 (15 13
U.S.C. 78d) is amended by adding at the end the fol-14
lowing: 15
‘‘(l) S
TRATEGICHUB FORINNOVATION AND FINAN-16
CIALTECHNOLOGY.— 17
‘‘(1) O
FFICE ESTABLISHED .—There is estab-18
lished within the Commission the Strategic Hub for 19
Innovation and Financial Technology (referred to in 20
this section as the ‘FinHub’). 21
‘‘(2) P
URPOSES.—The purposes of FinHub are 22
as follows: 23
‘‘(A) To assist in shaping the approach of 24
the Commission to technological advancements. 25 231 
•HR 4763 EH
‘‘(B) To examine financial technology inno-1
vations among market participants. 2
‘‘(C) To coordinate the response of the 3
Commission to emerging technologies in finan-4
cial, regulatory, and supervisory systems. 5
‘‘(3) D
IRECTOR OF FINHUB .—FinHub shall 6
have a Director who shall be appointed by the Com-7
mission, from among individuals having experience 8
in both emerging technologies and Federal securities 9
laws and serve at the pleasure of the Commission. 10
The Director shall report directly to the Commission 11
and perform such functions and duties as the Com-12
mission may prescribe. 13
‘‘(4) R
ESPONSIBILITIES.—FinHub shall— 14
‘‘(A) foster responsible technological inno-15
vation and fair competition within the Commis-16
sion, including around financial technology, reg-17
ulatory technology, and supervisory technology; 18
‘‘(B) provide internal education and train-19
ing to the Commission regarding financial tech-20
nology; 21
‘‘(C) advise the Commission regarding fi-22
nancial technology that would serve the Com-23
mission’s functions; 24 232 
•HR 4763 EH
‘‘(D) analyze technological advancements 1
and the impact of regulatory requirements on 2
financial technology companies; 3
‘‘(E) advise the Commission with respect 4
to rulemakings or other agency or staff action 5
regarding financial technology; 6
‘‘(F) provide businesses working in emerg-7
ing financial technology fields with information 8
on the Commission, its rules and regulations; 9
and 10
‘‘(G) encourage firms working in emerging 11
technology fields to engage with the Commis-12
sion and obtain feedback from the Commission 13
on potential regulatory issues. 14
‘‘(5) A
CCESS TO DOCUMENTS .—The Commis-15
sion shall ensure that FinHub has full access to the 16
documents and information of the Commission and 17
any self-regulatory organization, as necessary to 18
carry out the functions of FinHub. 19
‘‘(6) R
EPORT TO CONGRESS.— 20
‘‘(A) I
N GENERAL.—Not later than Octo-21
ber 31 of each year after 2024, FinHub shall 22
submit to the Committee on Banking, Housing, 23
and Urban Affairs of the Senate and the Com-24
mittee on Financial Services of the House of 25 233 
•HR 4763 EH
Representatives a report on the activities of 1
FinHub during the immediately preceding fiscal 2
year. 3
‘‘(B) C
ONTENTS.—Each report required 4
under subparagraph (A) shall include— 5
‘‘(i) the total number of persons that 6
met with FinHub; 7
‘‘(ii) the total number of market par-8
ticipants FinHub met with, including the 9
classification of those participants; 10
‘‘(iii) a summary of general issues dis-11
cussed during meetings with persons; 12
‘‘(iv) information on steps FinHub 13
has taken to improve Commission services, 14
including responsiveness to the concerns of 15
persons; 16
‘‘(v) recommendations— 17
‘‘(I) with respect to the regula-18
tions of the Commission and the guid-19
ance and orders of the Commission; 20
and 21
‘‘(II) for such legislative actions 22
as FinHub determines appropriate; 23
and 24 234 
•HR 4763 EH
‘‘(vi) any other information, as deter-1
mined appropriate by the Director of 2
FinHub. 3
‘‘(C) C
ONFIDENTIALITY.—A report under 4
subparagraph (A) may not contain confidential 5
information. 6
‘‘(7) S
YSTEMS OF RECORDS.— 7
‘‘(A) I
N GENERAL.—The Commission shall 8
establish a detailed system of records (as de-9
fined under section 552a of title 5, United 10
States Code) to assist FinHub in commu-11
nicating with interested parties. 12
‘‘(B) E
NTITIES COVERED BY THE SYS -13
TEM.—Entities covered by the system required 14
under subparagraph (A) include entities or per-15
sons submitting requests or inquiries and other 16
information to Commission through FinHub. 17
‘‘(C) S
ECURITY AND STORAGE OF 18
RECORDS.—FinHub shall store— 19
‘‘(i) electronic records— 20
‘‘(I) in the system required under 21
subparagraph (A); or 22
‘‘(II) on the secure network or 23
other electronic medium, such as 24 235 
•HR 4763 EH
encrypted hard drives or back-up 1
media, of the Commission; and 2
‘‘(ii) paper records in secure facilities. 3
‘‘(8) E
FFECTIVE DATE.—This subsection shall 4
take effect on the date that is 180 days after the 5
date of the enactment of this subsection.’’. 6
SEC. 603. CODIFICATION OF LABCFTC. 7
(a) I
NGENERAL.—Section 18 of the Commodity Ex-8
change Act (7 U.S.C. 22) is amended by adding at the 9
end the following: 10
‘‘(c) L
ABCFTC.— 11
‘‘(1) E
STABLISHMENT.—There is established in 12
the Commission LabCFTC. 13
‘‘(2) P
URPOSE.—The purposes of LabCFTC 14
are to— 15
‘‘(A) promote responsible financial tech-16
nology innovation and fair competition for the 17
benefit of the American public; 18
‘‘(B) serve as an information platform to 19
inform the Commission about new financial 20
technology innovation; and 21
‘‘(C) provide outreach to financial tech-22
nology innovators to discuss their innovations 23
and the regulatory framework established by 24 236 
•HR 4763 EH
this Act and the regulations promulgated there-1
under. 2
‘‘(3) D
IRECTOR.—LabCFTC shall have a Direc-3
tor, who shall be appointed by the Commission and 4
serve at the pleasure of the Commission. Notwith-5
standing section 2(a)(6)(A), the Director shall re-6
port directly to the Commission and perform such 7
functions and duties as the Commission may pre-8
scribe. 9
‘‘(4) D
UTIES.—LabCFTC shall— 10
‘‘(A) advise the Commission with respect 11
to rulemakings or other agency or staff action 12
regarding financial technology; 13
‘‘(B) provide internal education and train-14
ing to the Commission regarding financial tech-15
nology; 16
‘‘(C) advise the Commission regarding fi-17
nancial technology that would bolster the Com-18
mission’s oversight functions; 19
‘‘(D) engage with academia, students, and 20
professionals on financial technology issues, 21
ideas, and technology relevant to activities 22
under this Act; 23
‘‘(E) provide persons working in emerging 24
technology fields with information on the Com-25 237 
•HR 4763 EH
mission, its rules and regulations, and the role 1
of a registered futures association; and 2
‘‘(F) encourage persons working in emerg-3
ing technology fields to engage with the Com-4
mission and obtain feedback from the Commis-5
sion on potential regulatory issues. 6
‘‘(5) A
CCESS TO DOCUMENTS .—The Commis-7
sion shall ensure that LabCFTC has full access to 8
the documents and information of the Commission 9
and any self-regulatory organization or registered fu-10
tures association, as necessary to carry out the func-11
tions of LabCFTC. 12
‘‘(6) R
EPORT TO CONGRESS.— 13
‘‘(A) I
N GENERAL.—Not later than Octo-14
ber 31 of each year after 2024, LabCFTC shall 15
submit to the Committee on Agriculture of the 16
House of Representatives and the Committee 17
on Agriculture, Nutrition, and Forestry of the 18
Senate a report on its activities. 19
‘‘(B) C
ONTENTS.—Each report required 20
under paragraph (1) shall include— 21
‘‘(i) the total number of persons that 22
met with LabCFTC; 23
‘‘(ii) a summary of general issues dis-24
cussed during meetings with the person; 25 238 
•HR 4763 EH
‘‘(iii) information on steps LabCFTC 1
has taken to improve Commission services, 2
including responsiveness to the concerns of 3
persons; 4
‘‘(iv) recommendations made to the 5
Commission with respect to the regula-6
tions, guidance, and orders of the Commis-7
sion and such legislative actions as may be 8
appropriate; and 9
‘‘(v) any other information determined 10
appropriate by the Director of LabCFTC. 11
‘‘(C) C
ONFIDENTIALITY.—A report under 12
paragraph (A) shall abide by the confidentiality 13
requirements in section 8. 14
‘‘(7) S
YSTEMS OF RECORDS.— 15
‘‘(A) I
N GENERAL.—The Commission shall 16
establish a detailed system of records (as de-17
fined in section 552a of title 5, United States 18
Code) to assist LabCFTC in communicating 19
with interested parties. 20
‘‘(B) P
ERSONS COVERED BY THE SYS -21
TEM.—The persons covered by the system of 22
records shall include persons submitting re-23
quests or inquiries and other information to the 24
Commission through LabCFTC. 25 239 
•HR 4763 EH
‘‘(C) SECURITY AND STORAGE OF 1
RECORDS.—The system of records shall store 2
records electronically or on paper in secure fa-3
cilities, and shall store electronic records on the 4
secure network of the Commission and on other 5
electronic media, such as encrypted hard drives 6
and back-up media, as needed.’’. 7
(b) C
ONFORMING AMENDMENTS.—Section 8
2(a)(6)(A) of such Act (7 U.S.C. 2(a)(6)(A)) is amend-9
ed— 10
(1) by striking ‘‘paragraph and in’’ and insert-11
ing ‘‘paragraph,’’; and 12
(2) by inserting ‘‘and section 18(c)(3),’’ before 13
‘‘the executive’’. 14
(c) E
FFECTIVEDATE.—The Commodity Futures 15
Trading Commission shall implement the amendments 16
made by this section (including complying with section 17
18(c)(7) of the Commodity Exchange Act) within 180 18
days after the date of the enactment of this Act. 19
SEC. 604. CFTC-SEC JOINT ADVISORY COMMITTEE ON DIG-20
ITAL ASSETS. 21
(a) E
STABLISHMENT.—The Commodity Futures 22
Trading Commission and the Securities and Exchange 23
Commission (in this section referred to as the ‘‘Commis-24
sions’’) shall jointly establish the Joint Advisory Com-25 240 
•HR 4763 EH
mittee on Digital Assets (in this section referred to as the 1
‘‘Committee’’). 2
(b) P
URPOSE.— 3
(1) I
N GENERAL.—The Committee shall— 4
(A) provide the Commissions with advice 5
on the rules, regulations, and policies of the 6
Commissions related to digital assets; 7
(B) further the regulatory harmonization 8
of digital asset policy between the Commissions; 9
(C) examine and disseminate methods for 10
describing, measuring, and quantifying digital 11
asset— 12
(i) decentralization; 13
(ii) functionality; 14
(iii) information asymmetries; and 15
(iv) transaction and network security; 16
(D) examine the potential for digital as-17
sets, blockchain systems, and distributed ledger 18
technology to improve efficiency in the oper-19
ation of financial market infrastructure and 20
better protect financial market participants, in-21
cluding services and systems which provide— 22
(i) improved customer protections; 23
(ii) public availability of information; 24 241 
•HR 4763 EH
(iii) greater transparency regarding 1
customer funds; 2
(iv) reduced transaction cost; and 3
(v) increased access to financial mar-4
ket services; and 5
(E) discuss the implementation by the 6
Commissions of this Act and the amendments 7
made by this Act. 8
(2) R
EVIEW BY AGENCIES.—Each Commission 9
shall— 10
(A) review the findings and recommenda-11
tions of the Committee; 12
(B) promptly issue a public statement each 13
time the Committee submits a finding or rec-14
ommendation to a Commission— 15
(i) assessing the finding or rec-16
ommendation of the Committee; 17
(ii) disclosing the action or decision 18
not to take action made by the Commis-19
sion in response to a finding or rec-20
ommendation; and 21
(iii) explaining the reasons for the ac-22
tion or decision not to take action; and 23
(C) each time the Committee submits a 24
finding or recommendation to a Commission, 25 242 
•HR 4763 EH
provide the Committee with a formal response 1
to the finding or recommendation not later than 2
3 months after the date of the submission of 3
the finding or recommendation. 4
(c) M
EMBERSHIP ANDLEADERSHIP.— 5
(1) N
ON-FEDERAL MEMBERS .— 6
(A) I
N GENERAL.—The Commissions shall 7
appoint at least 20 nongovernmental stake-8
holders who represent a broad spectrum of in-9
terests, equally divided between the Commis-10
sions, to serve as members of the Committee. 11
The appointees shall include— 12
(i) digital asset issuers; 13
(ii) persons registered with the Com-14
missions and engaged in digital asset re-15
lated activities; 16
(iii) individuals engaged in academic 17
research relating to digital assets; and 18
(iv) digital asset users. 19
(B) M
EMBERS NOT COMMISSION EMPLOY -20
EES.—Members appointed under subparagraph 21
(A) shall not be deemed to be employees or 22
agents of a Commission solely by reason of 23
membership on the Committee. 24
(2) C
O-DESIGNATED FEDERAL OFFICERS .— 25 243 
•HR 4763 EH
(A) NUMBER; APPOINTMENT.—There shall 1
be 2 co-designated Federal officers of the Com-2
mittee, as follows: 3
(i) The Director of LabCFTC of the 4
Commodity Futures Trading Commission. 5
(ii) The Director of the Strategic Hub 6
for Innovation and Financial Technology 7
of the Securities and Exchange Commis-8
sion. 9
(B) D
UTIES.—The duties required by 10
chapter 10 of title 5, United States Code, to be 11
carried out by a designated Federal officer with 12
respect to the Committee shall be shared by the 13
co-designated Federal officers of the Com-14
mittee. 15
(3) C
OMMITTEE LEADERSHIP .— 16
(A) C
OMPOSITION; ELECTION.—The Com-17
mittee members shall elect, from among the 18
Committee members— 19
(i) a chair; 20
(ii) a vice chair; 21
(iii) a secretary; and 22
(iv) an assistant secretary. 23
(B) T
ERM OF OFFICE .—Each member 24
elected under subparagraph (A) in a 2-year pe-25 244 
•HR 4763 EH
riod referred to in section 1013(b)(2) of title 5, 1
United States Code, shall serve in the capacity 2
for which the member was so elected, until the 3
end of the 2-year period. 4
(d) N
OCOMPENSATION FOR COMMITTEEMEM-5
BERS.— 6
(1) N
ON-FEDERAL MEMBERS .—All Committee 7
members appointed under subsection (c)(1) shall— 8
(A) serve without compensation; and 9
(B) while away from the home or regular 10
place of business of the member in the perform-11
ance of services for the Committee, be allowed 12
travel expenses, including per diem in lieu of 13
subsistence, in the same manner as persons em-14
ployed intermittently in the Government service 15
are allowed expenses under section 5703(b) of 16
title 5, United States Code. 17
(2) N
O COMPENSATION FOR CO -DESIGNATED 18
FEDERAL OFFICERS.—The co-designated Federal of-19
ficers shall serve without compensation in addition 20
to that received for their services as officers or em-21
ployees of the United States. 22
(e) F
REQUENCY OF MEETINGS.—The Committee 23
shall meet— 24
(1) not less frequently than twice annually; and 25 245 
•HR 4763 EH
(2) at such other times as either Commission 1
may request. 2
(f) D
URATION.—Section 1013(a)(2) of title 5, United 3
States Code, shall not apply to the Committee. 4
(g) T
IMELIMITS.—The Commissions shall— 5
(1) adopt a joint charter for the Committee 6
within 90 days after the date of the enactment of 7
this section; 8
(2) appoint members to the Committee within 9
120 days after such date of enactment; and 10
(3) hold the initial meeting of the Committee 11
within 180 days after such date of enactment. 12
(h) F
UNDING.—Subject to the availability of funds, 13
the Commissions shall jointly fund the Committee. 14
SEC. 605. STUDY ON DECENTRALIZED FINANCE. 15
(a) I
NGENERAL.—The Commodity Futures Trading 16
Commission and the Securities and Exchange Commission 17
shall jointly carry out a study on decentralized finance 18
that analyzes— 19
(1) the nature, size, role, and use of decentral-20
ized finance blockchain protocols; 21
(2) the operation of blockchain protocols that 22
comprise decentralized finance; 23
(3) the interoperability of blockchain protocols 24
and blockchain systems; 25 246 
•HR 4763 EH
(4) the interoperability of blockchain protocols 1
and software-based systems, including websites and 2
wallets; 3
(5) the decentralized governance systems 4
through which blockchain protocols may be devel-5
oped, published, constituted, administered, main-6
tained, or otherwise distributed, including— 7
(A) whether the systems enhance or de-8
tract from— 9
(i) the decentralization of the decen-10
tralized finance; and 11
(ii) the inherent benefits and risks of 12
the decentralized governance system; and 13
(B) any procedures, requirements, or best 14
practices that would mitigate the risks identi-15
fied in subparagraph (A)(ii); 16
(6) the benefits of decentralized finance, includ-17
ing— 18
(A) operational resilience and availability 19
of blockchain systems; 20
(B) interoperability of blockchain systems; 21
(C) market competition and innovation; 22
(D) transaction efficiency; 23
(E) transparency and traceability of trans-24
actions; and 25 247 
•HR 4763 EH
(F) disintermediation; 1
(7) the risks of decentralized finance, includ-2
ing— 3
(A) pseudonymity of users and trans-4
actions; 5
(B) disintermediation; and 6
(C) cybersecurity vulnerabilities; 7
(8) the extent to which decentralized finance 8
has integrated with the traditional financial markets 9
and any potential risks or improvements to the sta-10
bility of the markets; 11
(9) how the levels of illicit activity in decentral-12
ized finance compare with the levels of illicit activity 13
in traditional financial markets; 14
(10) methods for addressing illicit activity in 15
decentralized finance and traditional markets that 16
are tailored to the unique attributes of each; 17
(11) how decentralized finance may increase the 18
accessibility of cross-border transactions; and 19
(12) the feasibility of embedding self-executing 20
compliance and risk controls into decentralized fi-21
nance. 22
(b) C
ONSULTATION.—In carrying out the study re-23
quired under subsection (a), the Commodity Futures 24
Trading Commission and the Securities and Exchange 25 248 
•HR 4763 EH
Commission shall consult with the Secretary of the Treas-1
ury on the factors described under paragraphs (7) through 2
(10) of subsection (a). 3
(c) R
EPORT.—Not later than 1 year after the date 4
of enactment of this Act, the Commodity Futures Trading 5
Commission and the Securities and Exchange Commission 6
shall jointly submit to the relevant congressional commit-7
tees a report that includes the results of the study re-8
quired by subsection (a). 9
(d) GAO S
TUDY.—The Comptroller General of the 10
United States shall— 11
(1) carry out a study on decentralized finance 12
that analyzes the information described under para-13
graphs (1) through (12) of subsection (a); and 14
(2) not later than 1 year after the date of en-15
actment of this Act, submit to the relevant congres-16
sional committees a report that includes the results 17
of the study required by paragraph (1). 18
(e) D
EFINITIONS.—In this section: 19
(1) D
ECENTRALIZED FINANCE .— 20
(A) I
N GENERAL.—The term ‘‘decentral-21
ized finance’’ means blockchain protocols that 22
allow users to engage in financial transactions 23
in a self-directed manner so that a third-party 24
intermediary does not effectuate the trans-25 249 
•HR 4763 EH
actions or take custody of digital assets of a 1
user during any part of the transactions. 2
(B) R
ELATIONSHIP TO EXCLUDED ACTIVI -3
TIES.—The term ‘‘decentralized finance’’ shall 4
not be interpreted to limit or exclude any activ-5
ity from the activities described in section 6
15I(a) of the Securities Exchange Act of 1934 7
or section 4v(a) of the Commodity Exchange 8
Act. 9
(2) R
ELEVANT CONGRESSIONAL COMMIT -10
TEES.—The term ‘‘relevant congressional commit-11
tees’’ means— 12
(A) the Committees on Financial Services 13
and Agriculture of the House of Representa-14
tives; and 15
(B) the Committees on Banking, Housing, 16
and Urban Affairs and Agriculture, Nutrition, 17
and Forestry of the Senate. 18
SEC. 606. STUDY ON NON-FUNGIBLE DIGITAL ASSETS. 19
(a) I
NGENERAL.—The Comptroller General of the 20
United States shall carry out a study of non-fungible dig-21
ital assets that analyzes— 22
(1) the nature, size, role, purpose, and use of 23
non-fungible digital assets; 24 250 
•HR 4763 EH
(2) the similarities and differences between non- 1
fungible digital assets and other digital assets, in-2
cluding digital commodities and payment stablecoins, 3
and how the markets for those digital assets inter-4
sect with each other; 5
(3) how non-fungible digital assets are minted 6
by issuers and subsequently administered to pur-7
chasers; 8
(4) how non-fungible digital assets are stored 9
after being purchased by a consumer; 10
(5) the interoperability of non-fungible digital 11
assets between different blockchain systems; 12
(6) the scalability of different non-fungible dig-13
ital asset marketplaces; 14
(7) the benefits of non-fungible digital assets, 15
including verifiable digital ownership; 16
(8) the risks of non-fungible tokens, including— 17
(A) intellectual property rights; 18
(B) cybersecurity risks; and 19
(C) market risks; 20
(9) whether and how non-fungible digital assets 21
have integrated with traditional marketplaces, in-22
cluding those for music, real estate, gaming, events, 23
and travel; 24 251 
•HR 4763 EH
(10) whether non-fungible tokens can be used 1
to facilitate commerce or other activities through the 2
representation of documents, identification, con-3
tracts, licenses, and other commercial, government, 4
or personal records; 5
(11) any potential risks to traditional markets 6
from such integration; and 7
(12) the levels and types of illicit activity in 8
non-fungible digital asset markets. 9
(b) R
EPORT.—Not later than 1 year after the date 10
of the enactment of this Act, the Comptroller General, 11
shall make publicly available a report that includes the re-12
sults of the study required by subsection (a). 13
SEC. 607. STUDY ON EXPANDING FINANCIAL LITERACY 14
AMONGST DIGITAL ASSET HOLDERS. 15
(a) I
NGENERAL.— The Commodity Futures Trading 16
Commission with the Securities and Exchange Commis-17
sion shall jointly conduct a study to identify— 18
(1) the existing level of financial literacy among 19
retail digital asset holders, including subgroups of 20
investors identified by the Commodity Futures Trad-21
ing Commission with the Securities and Exchange 22
Commission; 23
(2) methods to improve the timing, content, and 24
format of financial literacy materials regarding dig-25 252 
•HR 4763 EH
ital assets provided by the Commodity Futures 1
Trading Commission and the Securities and Ex-2
change Commission; 3
(3) methods to improve coordination between 4
the Securities and Exchange Commission and the 5
Commodity Futures Trading Commission with other 6
agencies, including the Financial Literacy and Edu-7
cation Commission as well as nonprofit organizations 8
and State and local jurisdictions, to better dissemi-9
nate financial literacy materials; 10
(4) the efficacy of current financial literacy ef-11
forts with a focus on rural communities and commu-12
nities with majority minority populations; 13
(5) the most useful and understandable relevant 14
information that retail digital asset holders need to 15
make informed financial decisions before engaging 16
with or purchasing a digital asset or service that is 17
typically sold to retail investors of digital assets; 18
(6) the most effective public-private partner-19
ships in providing financial literacy regarding digital 20
assets to consumers; 21
(7) the most relevant metrics to measure suc-22
cessful improvement of the financial literacy of an 23
individual after engaging with financial literacy ef-24
forts; and 25 253 
•HR 4763 EH
(8) in consultation with the Financial Literacy 1
and Education Commission, a strategy (including to 2
the extent practicable, measurable goals and objec-3
tives) to increase financial literacy of investors re-4
garding digital assets. 5
(b) R
EPORT.—Not later than 1 year after the date 6
of the enactment of this Act, the Commodity Futures 7
Trading Commission and the Securities and Exchange 8
Commission shall jointly submit a written report on the 9
study required by subsection (a) to the Committees on Fi-10
nancial Services and on Agriculture of the House of Rep-11
resentatives and the Committees on Banking, Housing, 12
and Urban Affairs and on Agriculture, Nutrition, and 13
Forestry of the Senate. 14
SEC. 608. STUDY ON FINANCIAL MARKET INFRASTRUCTURE 15
IMPROVEMENTS. 16
(a) I
NGENERAL.—The Commodity Futures Trading 17
Commission and the Securities and Exchange Commission 18
shall jointly conduct a study to assess whether additional 19
guidance or rules are necessary to facilitate the develop-20
ment of tokenized securities and derivatives products, and 21
to the extent such guidance or rules would foster the devel-22
opment of fair and orderly financial markets, be necessary 23
or appropriate in the public interest, and be consistent 24
with the protection of investors and customers. 25 254 
•HR 4763 EH
(b) REPORT.— 1
(1) T
IME LIMIT.—Not later than 1 year after 2
the date of enactment of this Act, the Commodity 3
Futures Trading Commission and the Securities and 4
Exchange Commission shall jointly submit to the rel-5
evant congressional committees a report that in-6
cludes the results of the study required by sub-7
section (a). 8
(2) R
ELEVANT CONGRESSIONAL COMMITTEES 9
DEFINED.—In this section, the term ‘‘relevant con-10
gressional committees’’ means— 11
(A) the Committees on Financial Services 12
and on Agriculture of the House of Representa-13
tives; and 14
(B) the Committees on Banking, Housing, 15
and Urban Affairs and on Agriculture, Nutri-16
tion, and Forestry of the Senate. 17
Passed the House of Representatives May 22, 2024. 
Attest: 
Clerk.   118
TH
CONGRESS 
2
D
S
ESSION
 
H. R. 4763 
AN ACT 
To provide for a system of regulation of digital as-
sets by the Commodity Futures Trading Com-
mission and the Securities and Exchange Com-
mission, and for other purposes.