I
118THCONGRESS
1
STSESSION H. R. 1807
To direct the Securities and Exchange Commission to promulgate rules with
respect to the electronic delivery of certain required disclosures, and
for other purposes.
IN THE HOUSE OF REPRESENTATIVES
MARCH27, 2023
Mr. H
UIZENGA(for himself, Mr. AUCHINCLOSS, Mr. STEIL, and Mr. NICKEL)
introduced the following bill; which was referred to the Committee on Fi-
nancial Services
A BILL
To direct the Securities and Exchange Commission to pro-
mulgate rules with respect to the electronic delivery of
certain required disclosures, and for other purposes.
Be it enacted by the Senate and House of Representa-1
tives of the United States of America in Congress assembled, 2
SECTION 1. SHORT TITLE. 3
This Act may be cited as the ‘‘Improving Disclosure 4
for Investors Act of 2023’’. 5
SEC. 2. ELECTRONIC DELIVERY. 6
(a) P
ROMULGATION OF RULES.—Not later than 180 7
days after the date of the enactment of this section, the 8
Securities and Exchange Commission shall propose and, 9
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not later than 1 year after the date of the enactment of 1
this section, the Commission shall finalize, rules, regula-2
tions, amendments, or interpretations, as appropriate, to 3
allow a covered entity to satisfy the entity’s obligation to 4
deliver regulatory documents required under the securities 5
laws to investors using electronic delivery. 6
(b) R
EQUIREDPROVISIONS.—Rules, regulations, 7
amendments, or interpretations the Commission promul-8
gates pursuant to subsection (a) shall: 9
(1) With respect to investors that do not receive 10
all regulatory documents by electronic delivery, pro-11
vide for— 12
(A) delivery of an initial communication in 13
paper form regarding electronic delivery; 14
(B) a transition period not to exceed 180 15
days until such regulatory documents are deliv-16
ered to such investors by electronic delivery; 17
and 18
(C) during a period not to exceed 2 years 19
following the transition period set forth in sub-20
paragraph (B), delivery of an annual notice in 21
paper form solely reminding such investors of 22
the ability to opt out of electronic delivery at 23
any time and receive paper versions of regu-24
latory documents. 25
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(2) Set forth requirements for the content of 1
the initial communication described in paragraph 2
(1)(A). 3
(3) Set forth requirements for the timing of de-4
livery of a notice of website availability of regulatory 5
documents and the content of the appropriate notice 6
described in subsection (h)(3)(B). 7
(4) Provide a mechanism for investors to opt 8
out of electronic delivery at any time and receive 9
paper versions of regulatory documents. 10
(5) Require measures reasonably designed to 11
identify and remediate failed electronic deliveries of 12
regulatory documents. 13
(6) Set forth minimum requirements regarding 14
readability and retainability for regulatory docu-15
ments that are delivered electronically. 16
(7) For covered entities other than brokers, 17
dealers, investment advisers registered with the 18
Commission, and investment companies, require 19
measures reasonably designed to ensure the con-20
fidentiality of personal information in regulatory 21
documents that are delivered to investors electroni-22
cally. 23
(c) E
XEMPTIONFROMCERTAINREQUIREMENTS.— 24
Section 101(c) of the Electronic Signatures in Global and 25
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National Commerce Act (15 U.S.C. 7001(c)) shall not 1
apply with respect to a regulatory document delivered in 2
accordance with this section. 3
(d) R
ULE OFCONSTRUCTION.—Nothing in this sec-4
tion shall be construed as altering the substance or timing 5
of any regulatory document obligation under the securities 6
laws or regulations of a self-regulatory organization. 7
(e) T
REATMENT OFREVISIONSNOTCOMPLETED IN 8
ATIMELYMANNER.—If the Commission fails to finalize 9
the rules, regulations, amendments, or interpretations re-10
quired under subsection (a) before the date specified in 11
such subsection— 12
(1) a covered entity may deliver regulatory doc-13
uments using electronic delivery in accordance with 14
subsections (b) through (d); and 15
(2) such electronic delivery shall be deemed to 16
satisfy the obligation of the covered entity to deliver 17
regulatory documents required under the securities 18
laws. 19
(f) O
THERACTION.— 20
(1) R
EVIEW OF RULES .—The Commission 21
shall— 22
(A) within 180 days of the date of enact-23
ment of this Act, conduct a review of the rules 24
and regulations of the Commission to determine 25
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whether any such rules or regulations require 1
delivery of written documents to investors; and 2
(B) within 1 year of the date of enactment 3
of this Act, promulgate amendments to such 4
rules or regulations to provide that any require-5
ment to deliver a regulatory document ‘‘in writ-6
ing’’ may be satisfied by electronic delivery. 7
(2) A
CTIONS BY SELF-REGULATORY ORGANIZA -8
TIONS.—Each self-regulatory organization shall 9
adopt rules and regulations, or amend the rules and 10
regulations of the self-regulatory organization, con-11
sistent with this Act and consistent with rules, regu-12
lations, amendments, or interpretations finalized by 13
the Commission pursuant to subsection (a). 14
(3) R
ULE OF APPLICATION .—This subsection 15
shall not apply to a rule or regulation issued pursu-16
ant to a Federal statute if that Federal statute spe-17
cifically requires delivery of written documents to in-18
vestors. 19
(g) D
EFINITIONS.—In this section: 20
(1) C
OMMISSION.—The term ‘‘Commission’’ 21
means the Securities and Exchange Commission. 22
(2) C
OVERED ENTITY.—The term ‘‘covered en-23
tity’’ means— 24
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(A) an investment company (as defined in 1
section 3(a)(1) of the Investment Company Act 2
of 1940 (15 U.S.C. 80a–3)) that is registered 3
under such Act; 4
(B) a business development company (as 5
defined in section 2(a) the Investment Company 6
Act of 1940 (15 U.S.C. 80a–2(a))) that has 7
elected to be regulated as such under such Act; 8
(C) a registered broker or dealer (as de-9
fined in section 3(a)(4) and section 3(a)(5) of 10
the Securities Exchange Act of 1934) (15 11
U.S.C. 78c(a)(4) & 78c(a)(5)); 12
(D) a registered municipal securities dealer 13
(as defined in section 3(a)(30) of the Securities 14
Exchange Act of 1934) (15 U.S.C. 78c(a)(30)); 15
(E) a registered government securities 16
broker or government securities dealer (as de-17
fined in section 3(a)(43) and section 3(a)(44) of 18
the Securities Exchange Act of 1934) (15 19
U.S.C. 78c(a)(43) & 78c(a)(44)); 20
(F) a registered investment adviser (as de-21
fined in section 202(a)(11) of the Investment 22
Advisers Act of 1940) (15 U.S.C. 80b–1); 23
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(G) a registered transfer agent (as defined 1
in section 3(a)(25) of the Securities Exchange 2
Act of 1934) (15 U.S.C. 78c(a)); or 3
(H) a registered funding portal (as defined 4
in section 3(a)(80) of the Securities Exchange 5
Act of 1934) (15 U.S.C. 78c(a)). 6
(3) E
LECTRONIC DELIVERY .—The term ‘‘elec-7
tronic delivery’’, with respect to regulatory docu-8
ments, includes— 9
(A) the direct delivery of such regulatory 10
document to an electronic address of an inves-11
tor; 12
(B) the posting of such regulatory docu-13
ment to a website and direct electronic delivery 14
of an appropriate notice of the availability of 15
the regulatory document to the investor; and 16
(C) an electronic method reasonably de-17
signed to ensure receipt of such regulatory doc-18
ument by the investor. 19
(4) R
EGULATORY DOCUMENTS .—The term 20
‘‘regulatory documents’’ includes— 21
(A) prospectuses meeting the requirements 22
of section 10(a) of the Securities Act of 1933 23
(15 U.S.C. 77j); 24
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(B) summary prospectuses meeting the re-1
quirements of— 2
(i) section 230.498 of title 17, Code of 3
Federal Regulations; or 4
(ii) section 230.498A of title 17, Code 5
of Federal Regulations; 6
(C) statements of additional information, 7
as described under section 270.30e–3(h)(3) of 8
title 17, Code of Federal Regulations; 9
(D) annual and semi-annual reports to in-10
vestors meeting the requirements of section 11
30(e) of the Investment Company Act of 1940 12
(15 U.S.C. 80a–29(e)); 13
(E) notices meeting the requirements 14
under section 270.19a–1 of title 17, Code of 15
Federal Regulations; 16
(F) confirmations and account statements 17
meeting the requirements under section 18
240.10b–10 of title 17, Code of Federal Regula-19
tions; 20
(G) proxy statements meeting the require-21
ments under section 240.14a–3 of title 17, 22
Code of Federal Regulations; 23
(H) privacy notices meeting the require-24
ments of Regulation S–P under subpart A of 25
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part 248 of title 17, Code of Federal Regula-1
tions; 2
(I) affiliate marketing notices meeting the 3
requirements of Regulation S–AM under sub-4
part B of part 248 of title 17, Code of Federal 5
Regulations; and 6
(J) all other regulatory documents re-7
quired to be delivered by covered entities to in-8
vestors under the securities laws and the rules 9
and regulations of the Commission and the self- 10
regulatory organizations. 11
(5) S
ECURITIES LAWS.—The term ‘‘securities 12
laws’’ has the meaning given the term in section 13
3(a) of the Securities Exchange Act of 1934 (15 14
U.S.C. 78c(a)). 15
(6) S
ELF-REGULATORY ORGANIZATION .—The 16
term ‘‘self-regulatory organization’’ means— 17
(A) a self-regulatory organization, as de-18
fined in section 2(a)(26) of the Securities Ex-19
change Act of 1934 (15 U.S.C. 78c(a)); and 20
(B) the Municipal Securities Rulemaking 21
Board. 22
(7) W
EBSITE.—The term ‘‘website’’ means an 23
internet website or other digital, internet, or elec-24
tronic-based information repository, such as a mobile 25
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application, to which an investor of a covered entity 1
has been provided reasonable access. 2
Æ
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