118THCONGRESS
2
DSESSION H. R. 2799
AN ACT
To make reforms to the capital markets of the United States,
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 2
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SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 1
(a) S
HORTTITLE.—This Act may be cited as the 2
‘‘Expanding Access to Capital Act of 2023’’. 3
(b) T
ABLE OFCONTENTS.—The table of contents for 4
this Act is as follows: 5
Sec. 1. Short title; table of contents.
DIVISION A—STRENGTHENING PUBLIC MARKETS
TITLE I—REMOVE ABERRATIONS IN THE MARKET CAP TEST FOR
TARGET COMPANY FINANCIAL STATEMENTS
Sec. 1101. Avoiding aberrational results in requirements for acquisition and
disposition financial statements.
TITLE II—HELPING STARTUPS CONTINUE TO GROW
Sec. 1201. Short title.
Sec. 1202. Emerging growth company criteria.
TITLE III—SEC AND PCAOB AUDITOR REQUIREMENTS FOR
NEWLY PUBLIC COMPANIES
Sec. 1301. Auditor independence for certain past audits occurring before an
issuer is a public company.
TITLE IV—EXPAND THE PROTECTION FOR RESEARCH REPORTS
TO COVER ALL SECURITIES OF ALL ISSUERS
Sec. 1401. Provision of research.
TITLE V—EXCLUDE QIBS AND IAAS FROM THE RECORD HOLDER
COUNT FOR MANDATORY REGISTRATION
Sec. 1501. Exclusions from mandatory registration threshold.
TITLE VI—EXPAND WKSI ELIGIBILITY
Sec. 1601. Definition of well-known seasoned issuer.
DIVISION B—HELPING SMALL BUSINESSES AND
ENTREPRENEURS
TITLE I—UNLOCKING CAPITAL FOR SMALL BUSINESSES
Sec. 2101. Short title.
Sec. 2102. Safe harbors for private placement brokers and finders.
Sec. 2103. Limitations on State law.
TITLE II—SMALL BUSINESS INVESTOR CAPITAL ACCESS
Sec. 2201. Short title.
Sec. 2202. Inflation adjustment for the exemption threshold for certain invest-
ment advisers of private funds. 3
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TITLE III—IMPROVING CAPITAL ALLOCATION FOR NEWCOMERS
Sec. 2301. Short title.
Sec. 2302. Qualifying venture capital funds.
TITLE IV—SMALL ENTREPRENEURS’ EMPOWERMENT AND
DEVELOPMENT
Sec. 2401. Short title.
Sec. 2402. Micro-offering exemption.
TITLE V—REGULATION A+ IMPROVEMENT
Sec. 2501. Short title.
Sec. 2502. JOBS Act-related exemption.
TITLE VI—DEVELOPING AND EMPOWERING OUR ASPIRING
LEADERS
Sec. 2601. Short title.
Sec. 2602. Definitions.
Sec. 2603. Reports.
TITLE VII—IMPROVING CROWDFUNDING OPPORTUNITIES
Sec. 2701. Short title.
Sec. 2702. Crowdfunding revisions.
TITLE VIII—RESTORING THE SECONDARY TRADING MARKET
Sec. 2801. Short title.
Sec. 2802. Exemption from State regulation.
DIVISION C—INCREASING ACCESS TO PRIVATE MARKETS
TITLE I—GIG WORKER EQUITY COMPENSATION
Sec. 3101. Short title.
Sec. 3102. Extension of Rule 701.
Sec. 3103. GAO study.
TITLE II—INVESTMENT OPPORTUNITY EXPANSION
Sec. 3201. Short title.
Sec. 3202. Investment thresholds to qualify as an accredited investor.
TITLE III—RISK DISCLOSURE AND INVESTOR ATTESTATION
Sec. 3301. Short title.
Sec. 3302. Investor attestation.
TITLE IV—ACCREDITED INVESTORS INCLUDE INDIVIDUALS
RECEIVING ADVICE FROM CERTAIN PROFESSIONALS
Sec. 3401. Accredited investors include individuals receiving advice from certain
professionals.
DIVISION D—HELPING ANGELS LEAD OUR STARTUPS
Sec. 4001. Clarification of general solicitation. 4
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DIVISION E—IMPROVING DISCLOSURE FOR INVESTORS
Sec. 5001. Short title.
Sec. 5002. Electronic delivery.
DIVISION F—ENHANCEMENT OF 403(b) PLANS
Sec. 6101. Short title.
Sec. 6102. Enhancement of 403(b) plans.
DIVISION G—INCREASING INVESTOR OPPORTUNITIES
Sec. 7001. Closed-end company authority to invest in private funds.
DIVISION A—STRENGTHENING 1
PUBLIC MARKETS 2
TITLE I—REMOVE ABERRATIONS 3
IN THE MARKET CAP TEST 4
FOR TARGET COMPANY FI-5
NANCIAL STATEMENTS 6
SEC. 1101. AVOIDING ABERRATIONAL RESULTS IN RE-7
QUIREMENTS FOR ACQUISITION AND DIS-8
POSITION FINANCIAL STATEMENTS. 9
The Securities and Exchange Commission shall revise 10
section 210.1–02(w)(1)(i)(A) of title 17, Code of Federal 11
Regulations, to permit a registrant, in determining the 12
significance of an acquisition or disposition described in 13
such section 210.1–02(w)(1)(i)(A), to calculate the reg-14
istrant’s aggregate worldwide market value based on the 15
applicable trading value, conversion value, or exchange 16
value of all of the registrant’s outstanding classes of stock 17
(including preferred stock and non-traded common shares 18
that are convertible into or exchangeable for traded com-19 5
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mon shares) and not just the voting and non-voting com-1
mon equity of the registrant. 2
TITLE II—HELPING STARTUPS 3
CONTINUE TO GROW 4
SEC. 1201. SHORT TITLE. 5
This title may be cited as the ‘‘Helping Startups Con-6
tinue To Grow Act’’. 7
SEC. 1202. EMERGING GROWTH COMPANY CRITERIA. 8
(a) S
ECURITIESACT OF1933.—Section 2(a)(19) of 9
the Securities Act of 1933 (15 U.S.C. 77b(a)(19)) is 10
amended— 11
(1) by striking ‘‘$1,000,000,000’’ each place 12
such term appears and inserting ‘‘$1,500,000,000’’; 13
(2) in subparagraph (B)— 14
(A) by striking ‘‘fifth’’ and inserting ‘‘7- 15
year’’; and 16
(B) by adding ‘‘or’’ at the end; 17
(3) in subparagraph (C), by striking ‘‘; or’’ and 18
inserting a period; and 19
(4) by striking subparagraph (D). 20
(b) S
ECURITIESEXCHANGEACT OF1934.—Section 21
3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 22
78c(a)) is amended, in the first paragraph (80) (related 23
to emerging growth companies)— 24 6
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(1) by striking ‘‘$1,000,000,000’’ each place 1
such term appears and inserting ‘‘$1,500,000,000’’; 2
(2) in subparagraph (B)— 3
(A) by striking ‘‘fifth’’ and inserting ‘‘7- 4
year’’; and 5
(B) by adding ‘‘or’’ at the end; 6
(3) in subparagraph (C), by striking ‘‘; or’’ and 7
inserting a period; and 8
(4) by striking subparagraph (D). 9
TITLE III—SEC AND PCAOB 10
AUDITOR REQUIREMENTS 11
FOR NEWLY PUBLIC COMPA-12
NIES 13
SEC. 1301. AUDITOR INDEPENDENCE FOR CERTAIN PAST 14
AUDITS OCCURRING BEFORE AN ISSUER IS A 15
PUBLIC COMPANY. 16
(a) A
UDITORINDEPENDENCE STANDARDS OF THE 17
P
UBLICCOMPANYACCOUNTINGOVERSIGHTBOARD.— 18
Section 103 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 19
7213) is amended by adding at the end the following: 20
‘‘(e) A
UDITORINDEPENDENCE FOR CERTAINPAST 21
A
UDITSOCCURRINGBEFORE ANISSUERISAPUBLIC 22
C
OMPANY.—With respect to an issuer that is a public 23
company or an issuer that has filed a registration state-24
ment to become a public company, the auditor independ-25 7
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ence rules established by the Board with respect to audits 1
occurring before the last fiscal year of the issuer completed 2
before the issuer filed a registration statement to become 3
a public company shall treat an auditor as independent 4
if— 5
‘‘(1) the auditor is independent under standards 6
established by the American Institute of Certified 7
Public Accountants applicable to certified public ac-8
countants in United States; or 9
‘‘(2) with respect to a foreign issuer, the audi-10
tor is independent under comparable standards ap-11
plicable to certified public accountants in the issuer’s 12
home country.’’. 13
(b) A
UDITORINDEPENDENCE STANDARDS OF THE 14
S
ECURITIES ANDEXCHANGECOMMISSION.—Section 10A 15
of the Securities Exchange Act of 1934 (15 U.S.C. 78j– 16
1) is amended by adding at the end the following: 17
‘‘(n) A
UDITORINDEPENDENCE FOR CERTAINPAST 18
A
UDITSOCCURRINGBEFORE ANISSUERISAPUBLIC 19
C
OMPANY.—With respect to an issuer that is a public 20
company or an issuer that has filed a registration state-21
ment to become a public company, the auditor independ-22
ence rules established by the Commission under the securi-23
ties laws with respect to audits occurring before the last 24
fiscal year of the issuer completed before the issuer filed 25 8
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a registration statement to become a public company shall 1
treat an auditor as independent if— 2
‘‘(1) the auditor is independent under standards 3
established by the American Institute of Certified 4
Public Accountants applicable to certified public ac-5
countants in United States; or 6
‘‘(2) with respect to a foreign issuer, the audi-7
tor is independent under comparable standards ap-8
plicable to certified public accountants in the issuer’s 9
home country.’’. 10
TITLE IV—EXPAND THE PROTEC-11
TION FOR RESEARCH RE-12
PORTS TO COVER ALL SECU-13
RITIES OF ALL ISSUERS 14
SEC. 1401. PROVISION OF RESEARCH. 15
Section 2(a)(3) of the Securities Act of 1933 (15 16
U.S.C. 77b(a)(3)) is amended— 17
(a) by striking ‘‘an emerging growth company’’ and 18
inserting ‘‘an issuer’’; 19
(b) by striking ‘‘the common equity’’ and inserting 20
‘‘any’’; and 21
(c) by striking ‘‘such emerging growth company’’ and 22
inserting ‘‘such issuer’’. 23 9
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TITLE V—EXCLUDE QIBS AND 1
IAAS FROM THE RECORD 2
HOLDER COUNT FOR MANDA-3
TORY REGISTRATION 4
SEC. 1501. EXCLUSIONS FROM MANDATORY REGISTRATION 5
THRESHOLD. 6
(a) I
NGENERAL.—Section 12(g)(1) of the Securities 7
Exchange Act of 1934 (15 U.S.C. 78l(g)(1)) is amended— 8
(1) in subparagraph (A)(i), by inserting after 9
‘‘persons’’ the following: ‘‘(that are not a qualified 10
institutional buyer or an institutional accredited in-11
vestor)’’; and 12
(2) in subparagraph (B), by inserting after 13
‘‘persons’’ the following: ‘‘(that are not a qualified 14
institutional buyer or an institutional accredited in-15
vestor)’’. 16
(b) N
ONAPPLICABILITY OF GENERALEXEMPTIVE 17
A
UTHORITY.—Section 36 of the Securities Exchange Act 18
of 1934 (15 U.S.C. 78mm) shall not apply to the matter 19
inserted by the amendments made by subsection (a). 20 10
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TITLE VI—EXPAND WKSI 1
ELIGIBILITY 2
SEC. 1601. DEFINITION OF WELL-KNOWN SEASONED 3
ISSUER. 4
For purposes of the Federal securities laws, and reg-5
ulations issued thereunder, an issuer shall be a ‘‘well- 6
known seasoned issuer’’ if— 7
(1) the aggregate market value of the voting 8
and non-voting common equity held by non-affiliates 9
of the issuer is $250,000,000 or more (as deter-10
mined under Form S–3 general instruction I.B.1. as 11
in effect on the date of enactment of this Act); and 12
(2) the issuer otherwise satisfies the require-13
ments of the definition of ‘‘well-known seasoned 14
issuer’’ contained in section 230.405 of title 17, 15
Code of Federal Regulations without reference to 16
any requirement in such definition relating to min-17
imum worldwide market value of outstanding voting 18
and non-voting common equity held by non-affiliates. 19 11
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DIVISION B—HELPING SMALL 1
BUSINESSES AND ENTRE-2
PRENEURS 3
TITLE I—UNLOCKING CAPITAL 4
FOR SMALL BUSINESSES 5
SEC. 2101. SHORT TITLE. 6
This title may be cited as the ‘‘Unlocking Capital for 7
Small Businesses Act of 2023’’. 8
SEC. 2102. SAFE HARBORS FOR PRIVATE PLACEMENT BRO-9
KERS AND FINDERS. 10
(a) I
NGENERAL.—Section 15 of the Securities Ex-11
change Act of 1934 (15 U.S.C. 78o) is amended by adding 12
at the end the following: 13
‘‘(p) P
RIVATEPLACEMENTBROKERSAFEHAR-14
BOR.— 15
‘‘(1) R
EGISTRATION REQUIREMENTS .—Not 16
later than 180 days after the date of the enactment 17
of this subsection the Commission shall promulgate 18
regulations with respect to private placement brokers 19
that are no more stringent than those imposed on 20
funding portals. 21
‘‘(2) N
ATIONAL SECURITIES ASSOCIATIONS .— 22
Not later than 180 days after the date of the enact-23
ment of this subsection the Commission shall pro-24
mulgate regulations that require the rules of any na-25 12
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tional securities association to allow a private place-1
ment broker to become a member of such national 2
securities association subject to reduced membership 3
requirements consistent with this subsection. 4
‘‘(3) D
ISCLOSURES REQUIRED .—Before effect-5
ing a transaction, a private placement broker shall 6
disclose clearly and conspicuously, in writing, to all 7
parties to the transaction as a result of the broker’s 8
activities— 9
‘‘(A) that the broker is acting as a private 10
placement broker; 11
‘‘(B) the amount of any payment or antici-12
pated payment for services rendered as a pri-13
vate placement broker in connection with such 14
transaction; 15
‘‘(C) the person to whom any such pay-16
ment is made; and 17
‘‘(D) any beneficial interest in the issuer, 18
direct or indirect, of the private placement 19
broker, of a member of the immediate family of 20
the private placement broker, of an associated 21
person of the private placement broker, or of a 22
member of the immediate family of such associ-23
ated person. 24 13
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‘‘(4) PRIVATE PLACEMENT BROKER DE -1
FINED.—In this subsection, the term ‘private place-2
ment broker’ means a person that— 3
‘‘(A) receives transaction-based compensa-4
tion— 5
‘‘(i) for effecting a transaction by— 6
‘‘(I) introducing an issuer of se-7
curities and a buyer of such securities 8
in connection with the sale of a busi-9
ness effected as the sale of securities; 10
or 11
‘‘(II) introducing an issuer of se-12
curities and a buyer of such securities 13
in connection with the placement of 14
securities in transactions that are ex-15
empt from registration requirements 16
under the Securities Act of 1933; and 17
‘‘(ii) that is not with respect to— 18
‘‘(I) a class of publicly traded se-19
curities; 20
‘‘(II) the securities of an invest-21
ment company (as defined in section 3 22
of the Investment Company Act of 23
1940); or 24 14
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‘‘(III) a variable or equity-in-1
dexed annuity or other variable or eq-2
uity-indexed life insurance product; 3
‘‘(B) with respect to a transaction for 4
which such transaction-based compensation is 5
received— 6
‘‘(i) does not handle or take posses-7
sion of the funds or securities; and 8
‘‘(ii) does not engage in an activity 9
that requires registration as an investment 10
adviser under State or Federal law; and 11
‘‘(C) is not a finder as defined under sub-12
section (q). 13
‘‘(q) F
INDERSAFEHARBOR.— 14
‘‘(1) N
ONREGISTRATION.—A finder is exempt 15
from the registration requirements of this Act. 16
‘‘(2) N
ATIONAL SECURITIES ASSOCIATIONS .—A 17
finder shall not be required to become a member of 18
any national securities association. 19
‘‘(3) F
INDER DEFINED.—In this subsection, the 20
term ‘finder’ means a person described in para-21
graphs (A) and (B) of subsection (p)(4) that— 22
‘‘(A) receives transaction-based compensa-23
tion of equal to or less than $500,000 in any 24
calendar year; 25 15
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‘‘(B) receives transaction-based compensa-1
tion in connection with transactions that result 2
in a single issuer selling securities valued at 3
equal to or less than $15,000,000 in any cal-4
endar year; 5
‘‘(C) receives transaction-based compensa-6
tion in connection with transactions that result 7
in any combination of issuers selling securities 8
valued at equal to or less than $30,000,000 in 9
any calendar year; or 10
‘‘(D) receives transaction-based compensa-11
tion in connection with fewer than 16 trans-12
actions that are not part of the same offering 13
or are otherwise unrelated in any calendar 14
year.’’. 15
(b) V
ALIDITY OFCONTRACTSWITHREGISTERED 16
P
RIVATEPLACEMENTBROKERS ANDFINDERS.—Section 17
29 of the Securities Exchange Act of 1934 (15 U.S.C. 18
78cc) is amended by adding at the end the following: 19
‘‘(d) Subsection (b) shall not apply to a contract 20
made for a transaction if— 21
‘‘(1) the transaction is one in which the issuer 22
engaged the services of a broker or dealer that is not 23
registered under this Act with respect to such trans-24
action; 25 16
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‘‘(2) such issuer received a self-certification 1
from such broker or dealer certifying that such 2
broker or dealer is a registered private placement 3
broker under section 15(p) or a finder under section 4
15(q); and 5
‘‘(3) the issuer either did not know that such 6
self-certification was false or did not have a reason-7
able basis to believe that such self-certification was 8
false.’’. 9
(c) R
EMOVAL OF PRIVATEPLACEMENTBROKERS 10
F
ROMDEFINITIONS OFBROKER.— 11
(1) R
ECORDS AND REPORTS ON MONETARY IN -12
STRUMENTS TRANSACTIONS .—Section 5312 of title 13
31, United States Code, is amended in subsection 14
(a)(2)(G) by inserting ‘‘with the exception of a pri-15
vate placement broker as defined in section 15(p)(4) 16
of the Securities Exchange Act of 1934 (15 U.S.C. 17
78o(p)(4))’’ before the semicolon at the end. 18
(2) S
ECURITIES EXCHANGE ACT OF 1934 .—Sec-19
tion 3(a)(4) of the Securities Exchange Act of 1934 20
(15 U.S.C. 78c(a)(4)) is amended by adding at the 21
end the following: 22
‘‘(G) P
RIVATE PLACEMENT BROKERS .—A 23
private placement broker as defined in section 24 17
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15(p)(4) is not a broker for the purposes of this 1
Act.’’. 2
SEC. 2103. LIMITATIONS ON STATE LAW. 3
Section 15(i) of the Securities Exchange Act of 1934 4
(15 U.S.C. 78o(i)) is amended— 5
(1) by redesignating paragraphs (3) and (4) as 6
paragraphs (4) and (5), respectively; 7
(2) by inserting after paragraph (2) the fol-8
lowing: 9
‘‘(3) P
RIVATE PLACEMENT BROKERS AND FIND -10
ERS.— 11
‘‘(A) I
N GENERAL.—No State or political 12
subdivision thereof may enforce any law, rule, 13
regulation, or other administrative action that 14
imposes greater registration, audit, financial 15
recordkeeping, or reporting requirements on a 16
private placement broker or finder than those 17
that are required under subsections (p) and (q), 18
respectively. 19
‘‘(B) D
EFINITION OF STATE .—For pur-20
poses of this paragraph, the term ‘State’ in-21
cludes the District of Columbia and each terri-22
tory of the United States.’’; and 23 18
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(3) in paragraph (4), as so redesignated, by 1
striking ‘‘paragraph (3)’’ and inserting ‘‘paragraph 2
(5)’’. 3
TITLE II—SMALL BUSINESS 4
INVESTOR CAPITAL ACCESS 5
SEC. 2201. SHORT TITLE. 6
This title may be cited as the ‘‘Small Business Inves-7
tor Capital Access Act’’. 8
SEC. 2202. INFLATION ADJUSTMENT FOR THE EXEMPTION 9
THRESHOLD FOR CERTAIN INVESTMENT AD-10
VISERS OF PRIVATE FUNDS. 11
Section 203(m) of the Investment Advisers Act of 12
1940 (15 U.S.C. 80b–3(m)) is amended by adding at the 13
end the following: 14
‘‘(5) I
NFLATION ADJUSTMENT .—The Commis-15
sion shall adjust the dollar amount described under 16
paragraph (1)— 17
‘‘(A) upon enactment of this paragraph, to 18
reflect the change in the Consumer Price Index 19
for All Urban Consumers published by the Bu-20
reau of Labor Statistics of the Department of 21
Labor between the date of enactment of the 22
Private Fund Investment Advisers Registration 23
Act of 2010 and the date of enactment of this 24
paragraph; and 25 19
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‘‘(B) annually thereafter, to reflect the 1
change in the Consumer Price Index for All 2
Urban Consumers published by the Bureau of 3
Labor Statistics of the Department of Labor.’’. 4
TITLE III—IMPROVING CAPITAL 5
ALLOCATION FOR NEWCOMERS 6
SEC. 2301. SHORT TITLE. 7
This title may be cited as the ‘‘Improving Capital Al-8
location for Newcomers Act of 2023’’. 9
SEC. 2302. QUALIFYING VENTURE CAPITAL FUNDS. 10
Section 3(c)(1) of the Investment Company Act of 11
1940 (15 U.S.C. 80a–3(c)(1)) is amended— 12
(1) in the matter preceding subparagraph (A), 13
by striking ‘‘250 persons’’ and inserting ‘‘600 per-14
sons’’; and 15
(2) in subparagraph (C)(i), by striking 16
‘‘$10,000,000’’ and inserting ‘‘$150,000,000’’. 17
TITLE IV—SMALL ENTRE-18
PRENEURS’ EMPOWERMENT 19
AND DEVELOPMENT 20
SEC. 2401. SHORT TITLE. 21
This title may be cited as the ‘‘Small Entrepreneurs’ 22
Empowerment and Development Act of 2023’’ or the 23
‘‘SEED Act of 2023’’. 24 20
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SEC. 2402. MICRO-OFFERING EXEMPTION. 1
(a) I
NGENERAL.—Section 4 of the Securities Act of 2
1933 (15 U.S.C. 77d) is amended— 3
(1) in subsection (a), by adding at the end the 4
following: 5
‘‘(8) transactions meeting the requirements of 6
subsection (f).’’; and 7
(2) by adding at the end the following: 8
‘‘(f) M
ICRO-OFFERINGS.—The transactions referred 9
to in subsection (a)(8) are transactions involving the sale 10
of securities by an issuer (including all entities controlled 11
by or under common control with the issuer) where the 12
aggregate amount of all securities sold by the issuer, in-13
cluding any amount sold in reliance on the exemption pro-14
vided under subsection (a)(8), during the 12-month period 15
preceding such transaction, does not exceed $250,000.’’. 16
(b) D
ISQUALIFICATION.— 17
(1) I
N GENERAL.—Not later than 270 days 18
after the date of enactment of this Act, the Securi-19
ties and Exchange Commission shall, by rule, estab-20
lish disqualification provisions under which an issuer 21
shall not be eligible to offer securities pursuant to 22
section 4(a)(8) of the Securities Act of 1933, as 23
added by this section. 24
(2) I
NCLUSIONS.—Disqualification provisions 25
required by this subsection shall— 26 21
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(A) be substantially similar to the provi-1
sions of section 230.506(d) of title 17, Code of 2
Federal Regulations (or any successor thereto); 3
and 4
(B) disqualify any offering or sale of secu-5
rities by a person that— 6
(i) is subject to a final order of a cov-7
ered regulator that— 8
(I) bars the person from— 9
(aa) association with an en-10
tity regulated by the covered reg-11
ulator; 12
(bb) engaging in the busi-13
ness of securities, insurance, or 14
banking; or 15
(cc) engaging in savings as-16
sociation or credit union activi-17
ties; or 18
(II) constitutes a final order 19
based on a violation of any law or reg-20
ulation that prohibits fraudulent, ma-21
nipulative, or deceptive conduct, if 22
such final order was issued within the 23
previous 10-year period; or 24 22
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(ii) has been convicted of any felony 1
or misdemeanor in connection with the 2
purchase or sale of any security or involv-3
ing the making of any false filing with the 4
Commission. 5
(3) C
OVERED REGULATOR DEFINED .—In this 6
subsection, the term ‘‘covered regulator’’ means— 7
(A) a State securities commission (or an 8
agency or officer of a State performing like 9
functions); 10
(B) a State authority that supervises or 11
examines banks, savings associations, or credit 12
unions; 13
(C) a State insurance commission (or an 14
agency or officer of a State performing like 15
functions); 16
(D) a Federal banking agency (as defined 17
under section 3 of the Federal Deposit Insur-18
ance Act); and 19
(E) the National Credit Union Administra-20
tion. 21
(c) E
XEMPTIONUNDERSTATEREGULATIONS.—Sec-22
tion 18(b)(4) of the Securities Act of 1933 (15 U.S.C. 23
77r(b)(4)) is amended— 24 23
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(1) in subparagraph (F), by striking ‘‘or’’ at 1
the end; 2
(2) in subparagraph (G), by striking the period 3
and inserting ‘‘; or’’; and 4
(3) by adding at the end the following: 5
‘‘(H) section 4(a)(8).’’. 6
TITLE V—REGULATION A+ 7
IMPROVEMENT 8
SEC. 2501. SHORT TITLE. 9
This title may be cited as the ‘‘Regulation A+ Im-10
provement Act of 2023’’. 11
SEC. 2502. JOBS ACT-RELATED EXEMPTION. 12
Section 3(b) of the Securities Act of 1933 (15 U.S.C. 13
77c(b)) is amended— 14
(1) in paragraph (2)(A), by striking 15
‘‘$50,000,000’’ and inserting ‘‘$150,000,000, ad-16
justed for inflation by the Commission every 2 years 17
to the nearest $10,000 to reflect the change in the 18
Consumer Price Index for All Urban Consumers 19
published by the Bureau of Labor Statistics’’; and 20
(2) in paragraph (5)— 21
(A) by striking ‘‘such amount as’’ and in-22
serting: ‘‘such amount, in addition to the ad-23
justment for inflation provided for under such 24
paragraph (2)(A), as’’; and 25 24
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(B) by striking ‘‘such amount, it’’ and in-1
serting ‘‘such amount, in addition to the adjust-2
ment for inflation provided for under such 3
paragraph (2)(A), it’’. 4
TITLE VI—DEVELOPING AND EM-5
POWERING OUR ASPIRING 6
LEADERS 7
SEC. 2601. SHORT TITLE. 8
This title may be cited as the ‘‘Developing and Em-9
powering our Aspiring Leaders Act of 2023’’ or the 10
‘‘DEAL Act of 2023’’. 11
SEC. 2602. DEFINITIONS. 12
Not later than the end of the 180-day period begin-13
ning on the date of the enactment of this Act, the Securi-14
ties and Exchange Commission shall, in a manner that 15
facilitates capital formation without compromising inves-16
tor protection— 17
(1) revise the definition of a qualifying invest-18
ment under paragraph (c) of section 275.203(l)–1 of 19
title 17, Code of Federal Regulations— 20
(A) to include an equity security issued by 21
a qualifying portfolio company, whether ac-22
quired directly from the company or in a sec-23
ondary acquisition; and 24 25
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(B) to specify that an investment in an-1
other venture capital fund is a qualifying in-2
vestment under such definition; and 3
(2) revise paragraph (a) of such section to re-4
quire, as a condition of a private fund qualifying as 5
a venture capital fund under such paragraph, that 6
the qualifying investments of the private fund are ei-7
ther— 8
(A) predominantly qualifying investments 9
that were acquired directly from a qualifying 10
portfolio company; or 11
(B) predominantly qualifying investments 12
in another venture capital fund or other venture 13
capital funds. 14
SEC. 2603. REPORTS. 15
(a) GAO R
EPORT.—The Comptroller General of the 16
United States shall issue a report to Congress on the risks 17
and impacts of concentrated sectoral counterparty risk in 18
the banking sector, in light of the failure of Silicon Valley 19
Bank. 20
(b) A
DVOCATE FORSMALLBUSINESSCAPITALFOR-21
MATIONREPORT.—The Advocate for Small Business Cap-22
ital Formation shall issue a report to Congress and the 23
Securities and Exchange Commission— 24 26
•HR 2799 EH
(1) examining the access to banking services for 1
venture funds and companies funded by venture cap-2
ital, in light of the failure of Silicon Valley Bank, es-3
pecially those funds and companies located outside 4
of the established technology and venture capital 5
hubs of California, Massachusetts, and New York; 6
and 7
(2) containing any policy recommendations of 8
the Advocate. 9
TITLE VII—IMPROVING 10
CROWDFUNDING OPPORTUNI-11
TIES 12
SEC. 2701. SHORT TITLE. 13
This title may be cited as the ‘‘Improving 14
Crowdfunding Opportunities Act’’. 15
SEC. 2702. CROWDFUNDING REVISIONS. 16
(a) E
XEMPTIONFROMSTATEREGULATION.—Sec-17
tion 18(b)(4)(A) of the Securities Act of 1933 (15 U.S.C. 18
77r(b)(4)(A)) is amended by striking ‘‘pursuant to sec-19
tion’’ and all that follows through the semicolon at the 20
end and inserting the following: ‘‘pursuant to— 21
‘‘(i) section 13 or 15(d) of the Securi-22
ties Exchange Act of 1934 (15 U.S.C. 23
78m, 78o(d)); or 24 27
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‘‘(ii) section 4A(b) or any regulation 1
issued under that section;’’. 2
(b) L
IABILITY FORMATERIALMISSTATEMENTS AND 3
O
MISSIONS.—Section 4A(c) of the Securities Act of 1933 4
(15 U.S.C. 77d–1(c)) is amended— 5
(1) by redesignating paragraph (3) as para-6
graph (4); and 7
(2) by inserting after paragraph (2) the fol-8
lowing: 9
‘‘(3) L
IABILITY OF FUNDING PORTALS .—For 10
the purposes of this subsection, a funding portal, as 11
that term is defined in section 3(a) of the Securities 12
Exchange Act of 1934 (15 U.S.C. 78c(a)), shall not 13
be considered to be an issuer unless, in connection 14
with the offer or sale of a security, the funding por-15
tal knowingly— 16
‘‘(A) makes any untrue statement of a ma-17
terial fact or omits to state a material fact in 18
order to make the statements made, in light of 19
the circumstances under which they are made, 20
not misleading; or 21
‘‘(B) engages in any act, practice, or 22
course of business which operates or would op-23
erate as a fraud or deceit upon any person.’’. 24 28
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(c) APPLICABILITY OF BANKSECRECYACTRE-1
QUIREMENTS.— 2
(1) S
ECURITIES ACT OF 1933.—Section 4A(a) of 3
the Securities Act of 1933 (15 U.S.C. 77d–1(a)) is 4
amended— 5
(A) in paragraph (11), by striking ‘‘and’’ 6
at the end; 7
(B) in paragraph (12), by striking the pe-8
riod at the end and inserting ‘‘; and’’; and 9
(C) by adding at the end the following: 10
‘‘(13) not be subject to the recordkeeping and 11
reporting requirements relating to monetary instru-12
ments under subchapter II of chapter 53 of title 31, 13
United States Code.’’. 14
(2) T
ITLE 31, UNITED STATES CODE .—Section 15
5312 of title 31, United States Code, is amended by 16
striking subsection (c) and inserting the following: 17
‘‘(c) A
DDITIONALCLARIFICATION.—The term ‘finan-18
cial institution’ (as defined in subsection (a))— 19
‘‘(1) includes any futures commission merchant, 20
commodity trading advisor, or commodity pool oper-21
ator registered, or required to register, under the 22
Commodity Exchange Act (7 U.S.C. 1 et seq.); and 23 29
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‘‘(2) does not include a funding portal, as that 1
term is defined in section 3(a) of the Securities Ex-2
change Act of 1934 (15 U.S.C. 78c(a)).’’. 3
(d) P
ROVISION OFIMPERSONALINVESTMENTAD-4
VICE ANDRECOMMENDATIONS .—Section 3(a) of the Secu-5
rities Exchange Act of 1934 (15 U.S.C. 78c(a)) is amend-6
ed— 7
(1) by redesignating the second paragraph (80) 8
(relating to funding portals) as paragraph (81); and 9
(2) in paragraph (81)(A), as so redesignated, 10
by inserting after ‘‘recommendations’’ the following: 11
‘‘(other than by providing impersonal investment ad-12
vice by means of written material, or an oral state-13
ment, that does not purport to meet the objectives 14
or needs of a specific individual or account)’’. 15
(e) T
ARGETAMOUNTS OFCERTAINEXEMPTEDOF-16
FERINGS.—The Securities and Exchange Commission 17
shall amend paragraph (t)(1) of section 227.201 of title 18
17, Code of Federal Regulations so that such paragraph 19
applies with respect to an issuer offering or selling securi-20
ties in reliance on section 4(a)(6) of the Securities Act 21
of 1933 (15 U.S.C. 77d(a)(6)) if— 22
(1) the offerings of such issuer, together with 23
all other amounts sold under such section 4(a)(6) 24
within the preceding 12-month period, have, in the 25 30
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aggregate, a target amount of more than $124,000 1
but not more than $250,000; 2
(2) the financial statements of such issuer that 3
have either been reviewed or audited by a public ac-4
countant that is independent of the issuer are un-5
available at the time of filing; and 6
(3) such issuer provides a statement that finan-7
cial information certified by the principal executive 8
officer of the issuer has been provided instead of fi-9
nancial statements reviewed by a public accountant 10
that is independent of the issuer. 11
(f) E
XEMPTIONAVAILABLE TOINVESTMENTCOMPA-12
NIES.—Section 4A(f) of the Securities Act of 1933 (15 13
U.S.C. 77d–1(f)) is amended— 14
(1) in paragraph (2), by inserting ‘‘or’’ after 15
the semicolon; 16
(2) by striking paragraph (3); and 17
(3) by redesignating paragraph (4) as para-18
graph (3). 19
(g) N
ON-ACCREDITEDINVESTORREQUIREMENTS.— 20
Section 4(a)(6) of the Securities Act of 1933 (15 U.S.C. 21
77d(a)(6))) is amended— 22
(1) in subparagraph (A), by striking 23
‘‘$1,000,000’’ and inserting ‘‘$10,000,000’’; and 24 31
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(2) in subparagraph (B), by striking ‘‘does not 1
exceed’’ and all that follows through ‘‘more than 2
$100,000’’ and inserting ‘‘does not exceed 10 per-3
cent of the annual income or net worth of such in-4
vestor’’. 5
(h) T
ECHNICALCORRECTION.—The Securities Act of 6
1933 (15 U.S.C. 77a et seq.) is amended— 7
(1) by striking the term ‘‘section 4(6)’’ each 8
place such term appears and inserting ‘‘section 9
4(a)(6)’’; 10
(2) by striking the term ‘‘section 4(6)(B)’’ each 11
place such term appears and inserting ‘‘section 12
4(a)(6)(B)’’; 13
(3) in section 4A(f), by striking ‘‘Section 4(6)’’ 14
and inserting ‘‘Section 4(a)(6)’’; and 15
(4) in section 18(b)(4)(A), by striking ‘‘section 16
4’’ and inserting ‘‘section 4(a)’’. 17
TITLE VIII—RESTORING THE 18
SECONDARY TRADING MARKET 19
SEC. 2801. SHORT TITLE. 20
This title may be cited as the ‘‘Restoring the Sec-21
ondary Trading Market Act’’. 22
SEC. 2802. EXEMPTION FROM STATE REGULATION. 23
Section 18(a) of the Securities Act of 1933 (15 24
U.S.C. 77r(a)) is amended— 25 32
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(1) in paragraph (2), by striking ‘‘or’’ at the 1
end; 2
(2) in paragraph (3), by striking the period at 3
the end and inserting ‘‘; or’’; and 4
(3) by adding at the end the following: 5
‘‘(4) shall directly or indirectly prohibit, limit, 6
or impose any conditions upon the off-exchange sec-7
ondary trading (as such term is defined by the Com-8
mission) in securities of an issuer that makes cur-9
rent information publicly available, including— 10
‘‘(A) the information required in the peri-11
odic and current reports described under para-12
graph (b) of section 230.257 of title 17, Code 13
of Federal Regulations; or 14
‘‘(B) the documents and information re-15
quired with respect to Tier 2 offerings, as de-16
fined in section 230.251(a) of title 17, Code of 17
Federal Regulations.’’. 18
DIVISION C—INCREASING 19
ACCESS TO PRIVATE MARKETS 20
TITLE I—GIG WORKER EQUITY 21
COMPENSATION 22
SEC. 3101. SHORT TITLE. 23
This title may be cited as the ‘‘Gig Worker Equity 24
Compensation Act’’. 25 33
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SEC. 3102. EXTENSION OF RULE 701. 1
(a) I
NGENERAL.—The exemption provided under 2
section 230.701 of title 17, Code of Federal Regulations, 3
shall apply to individuals (other than employees) providing 4
goods for sale, labor, or services for remuneration to either 5
an issuer or to customers of an issuer to the same extent 6
as such exemptions apply to employees of the issuer. For 7
purposes of the previous sentence, the term ‘‘customers’’ 8
may, at the election of an issuer, include users of the 9
issuer’s platform. 10
(b) A
DJUSTMENT FOR INFLATION.—The Securities 11
and Exchange Commission shall annually adjust the dollar 12
figure under section 230.701(e) of title 17, Code of Fed-13
eral Regulations, to reflect the percentage change in the 14
Consumer Price Index for All Urban Consumers published 15
by the Bureau of Labor Statistics of the Department of 16
Labor. 17
(c) R
ULEMAKING.—The Securities and Exchange 18
Commission— 19
(1) shall revise section 230.701 of title 17, 20
Code of Federal Regulations, to reflect the require-21
ments of this section; and 22
(2) may not revise such section 230.701 in any 23
manner that would have the effect of restricting ac-24
cess to equity compensation for employees or individ-25
uals described under subsection (a). 26 34
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SEC. 3103. GAO STUDY. 1
Not later than the end of the 3-year period beginning 2
on the date of enactment of this Act, the Comptroller Gen-3
eral of the United States shall carry out a study on the 4
effects of this title and submit a report on such study to 5
the Congress. 6
TITLE II—INVESTMENT 7
OPPORTUNITY EXPANSION 8
SEC. 3201. SHORT TITLE. 9
This title may be cited as the ‘‘Investment Oppor-10
tunity Expansion Act’’. 11
SEC. 3202. INVESTMENT THRESHOLDS TO QUALIFY AS AN 12
ACCREDITED INVESTOR. 13
Section 2(a)(15) of the Securities Act of 1933 (15 14
U.S.C. 77b(a)(15)) is amended— 15
(1) by striking ‘‘(15) The term ‘accredited in-16
vestor’ shall mean—’’ and inserting the following: 17
‘‘(15) A
CCREDITED INVESTOR.— 18
‘‘(A) I
N GENERAL.—The term ‘accredited 19
investor’ means—’’; 20
(2) in clause (i), by striking ‘‘or’’ at the end; 21
(3) in clause (ii), by striking the period at the 22
end and inserting a semicolon; and 23
(4) by adding at the end the following: 24
‘‘(iii) with respect to a proposed 25
transaction, any individual whose aggre-26 35
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gate investment, at the completion of such 1
transaction, in securities with respect to 2
which there has not been a public offering 3
is not more than 10 percent of the greater 4
of— 5
‘‘(I) the net assets of the indi-6
vidual; or 7
‘‘(II) the annual income of the 8
individual;’’. 9
TITLE III—RISK DISCLOSURE 10
AND INVESTOR ATTESTATION 11
SEC. 3301. SHORT TITLE. 12
This title may be cited as the ‘‘Risk Disclosure and 13
Investor Attestation Act’’. 14
SEC. 3302. INVESTOR ATTESTATION. 15
(a) I
NGENERAL.—Section 2(a)(15) of the Securities 16
Act of 1933 (15 U.S.C. 77b(a)(15)), as amended by sec-17
tion 3202, is further amended by adding at the end the 18
following: 19
‘‘(iv) with respect to an issuer, any in-20
dividual that has attested to the issuer 21
that the individual understands the risks of 22
investment in private issuers, using such 23
form as the Commission shall establish, by 24 36
•HR 2799 EH
rule, but which form may not be longer 1
than 2 pages in length; or’’. 2
(b) R
ULEMAKING.—Not later than the end of the 1- 3
year period beginning on the date of enactment of this 4
Act, the Securities and Exchange Commission shall issue 5
rules to carry out the amendments made by subsection (a), 6
including establishing the form required under such 7
amendments. 8
TITLE IV—ACCREDITED INVES-9
TORS INCLUDE INDIVIDUALS 10
RECEIVING ADVICE FROM 11
CERTAIN PROFESSIONALS 12
SEC. 3401. ACCREDITED INVESTORS INCLUDE INDIVIDUALS 13
RECEIVING ADVICE FROM CERTAIN PROFES-14
SIONALS. 15
(a) S
ECURITIESACT OF1933.—Section 2(a)(15) of 16
the Securities Act of 1933 (15 U.S.C. 77b(a)(15)), as 17
amended by sections 3202 and 3302, is further amended 18
by adding at the end the following: 19
‘‘(v) any individual receiving individ-20
ualized investment advice or individualized 21
investment recommendations with respect 22
to the applicable transaction from an indi-23
vidual described under section 24 37
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203.501(a)(10) of title 17, Code of Federal 1
Regulations. 2
‘‘(B) D
EFINITIONS.—In subparagraph 3
(A)(v): 4
‘‘(i) I
NVESTMENT ADVICE .—The term 5
‘investment advice’ shall be interpreted 6
consistently with the interpretation of the 7
phrase ‘engages in the business of advising 8
others, either directly or through publica-9
tions or writings, as to the value of securi-10
ties or as to the advisability of investing in, 11
purchasing, or selling securities’ under sec-12
tion 202(a)(11) of the Investment Advisers 13
Act of 1940 (15 U.S.C. 80b–2(a)(11)). 14
‘‘(ii) I
NVESTMENT RECOMMENDA -15
TION.—The term ‘investment recommenda-16
tion’ shall be interpreted consistently with 17
the interpretation of the term ‘rec-18
ommendation’ under section 240.15l-1 of 19
title 17, Code of Federal Regulations.’’. 20
(b) C
ONFORMINGCHANGES TOREGULATIONS.—The 21
Securities and Exchange Commission shall revise section 22
203.501(a) of title 17, Code of Federal Regulations, and 23
any other definition of ‘‘accredited investor’’ in a rule of 24 38
•HR 2799 EH
the Commission in the same manner as such definition 1
is revised under subsection (a). 2
DIVISION D—HELPING ANGELS 3
LEAD OUR STARTUPS 4
SEC. 4001. CLARIFICATION OF GENERAL SOLICITATION. 5
(a) D
EFINITIONS.—For purposes of this section and 6
the revision of rules required under this section: 7
(1) A
NGEL INVESTOR GROUP .—The term 8
‘‘angel investor group’’ means any group that— 9
(A) is composed of accredited investors in-10
terested in investing personal capital in early- 11
stage companies; 12
(B) holds regular meetings and has defined 13
processes and procedures for making invest-14
ment decisions, either individually or among the 15
membership of the group as a whole; and 16
(C) is neither associated nor affiliated with 17
brokers, dealers, or investment advisers. 18
(2) I
SSUER.—The term ‘‘issuer’’ means an 19
issuer that is a business, is not in bankruptcy or re-20
ceivership, is not an investment company, and is not 21
a blank check, blind pool, or shell company. 22
(b) I
NGENERAL.—Not later than 6 months after the 23
date of enactment of this Act, the Securities and Ex-24
change Commission shall revise Regulation D (17 CFR 25 39
•HR 2799 EH
230.500 et seq.) to require that in carrying out the prohi-1
bition against general solicitation or general advertising 2
contained in section 230.502(c) of title 17, Code of Fed-3
eral Regulations, the prohibition shall not apply to a pres-4
entation or other communication made by or on behalf of 5
an issuer which is made at an event— 6
(1) sponsored by— 7
(A) the United States or any territory 8
thereof, the District of Columbia, any State, a 9
political subdivision of any State or territory, or 10
any agency or public instrumentality of any of 11
the foregoing; 12
(B) a college, university, or other institu-13
tion of higher education; 14
(C) a nonprofit organization; 15
(D) an angel investor group; 16
(E) a venture forum, venture capital asso-17
ciation, or trade association; or 18
(F) any other group, person, or entity as 19
the Securities and Exchange Commission may 20
determine by rule; 21
(2) where any advertising for the event does not 22
reference any specific offering of securities by the 23
issuer; 24
(3) the sponsor of which— 25 40
•HR 2799 EH
(A) does not make investment rec-1
ommendations or provide investment advice to 2
event attendees; 3
(B) does not engage in an active role in 4
any investment negotiations between the issuer 5
and investors attending the event; 6
(C) does not charge event attendees any 7
fees other than reasonable administrative fees; 8
(D) does not receive any compensation for 9
making introductions between investors attend-10
ing the event and issuers, or for investment ne-11
gotiations between such parties; 12
(E) makes readily available to attendees a 13
disclosure not longer than one page in length, 14
as prescribed by the Securities and Exchange 15
Commission, describing the nature of the event 16
and the risks of investing in the issuers pre-17
senting at the event; and 18
(F) does not receive any compensation 19
with respect to such event that would require 20
registration of the sponsor as a broker or a 21
dealer under the Securities Exchange Act of 22
1934, or as an investment advisor under the In-23
vestment Advisers Act of 1940; and 24 41
•HR 2799 EH
(4) where no specific information regarding an 1
offering of securities by the issuer is communicated 2
or distributed by or on behalf of the issuer, other 3
than— 4
(A) that the issuer is in the process of of-5
fering securities or planning to offer securities; 6
(B) the type and amount of securities 7
being offered; 8
(C) the amount of securities being offered 9
that have already been subscribed for; and 10
(D) the intended use of proceeds of the of-11
fering. 12
(c) R
ULE OFCONSTRUCTION.—Subsection (b) may 13
only be construed as requiring the Securities and Ex-14
change Commission to amend the requirements of Regula-15
tion D with respect to presentations and communications, 16
and not with respect to purchases or sales. 17
(d) N
OPRE-EXISTINGSUBSTANTIVERELATIONSHIP 18
BYREASON OFEVENT.—Attendance at an event de-19
scribed under subsection (b) shall not qualify, by itself, 20
as establishing a pre-existing substantive relationship be-21
tween an issuer and a purchaser, for purposes of Rule 22
506(b). 23 42
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DIVISION E—IMPROVING 1
DISCLOSURE FOR INVESTORS 2
SEC. 5001. SHORT TITLE. 3
This division may be cited as the ‘‘Improving Disclo-4
sure for Investors Act of 2024’’. 5
SEC. 5002. 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
not later than 1 year after the date of the enactment of 10
this section, the Commission shall finalize, rules, regula-11
tions, amendments, or interpretations, as appropriate, to 12
allow a covered entity to satisfy the entity’s obligation to 13
deliver regulatory documents required under the securities 14
laws to investors using electronic delivery. 15
(b) R
EQUIREDPROVISIONS.—Rules, regulations, 16
amendments, or interpretations the Commission promul-17
gates pursuant to subsection (a) shall: 18
(1) With respect to investors that do not receive 19
all regulatory documents by electronic delivery, pro-20
vide for— 21
(A) delivery of an initial communication in 22
paper form regarding electronic delivery; 23
(B) a transition period not to exceed 180 24
days until such regulatory documents are deliv-25 43
•HR 2799 EH
ered to such investors by electronic delivery; 1
and 2
(C) during a period not to exceed 2 years 3
following the transition period set forth in sub-4
paragraph (B), delivery of an annual notice in 5
paper form solely reminding such investors of 6
the ability to opt out of electronic delivery at 7
any time and receive paper versions of regu-8
latory documents. 9
(2) Set forth requirements for the content of 10
the initial communication described in paragraph 11
(1)(A). 12
(3) Set forth requirements for the timing of de-13
livery of a notice of website availability of regulatory 14
documents and the content of the appropriate notice 15
described in subsection (h)(3)(B). 16
(4) Provide a mechanism for investors to opt 17
out of electronic delivery at any time and receive 18
paper versions of regulatory documents. 19
(5) Require measures reasonably designed to 20
identify and remediate failed electronic deliveries of 21
regulatory documents. 22
(6) Set forth minimum requirements regarding 23
readability and retainability for regulatory docu-24
ments that are delivered electronically. 25 44
•HR 2799 EH
(7) For covered entities other than brokers, 1
dealers, investment advisers registered with the 2
Commission, and investment companies, require 3
measures reasonably designed to ensure the con-4
fidentiality of personal information in regulatory 5
documents that are delivered to investors electroni-6
cally. 7
(c) R
ULE OFCONSTRUCTION.—Nothing in this sec-8
tion shall be construed as altering the substance or timing 9
of any regulatory document obligation under the securities 10
laws or regulations of a self-regulatory organization. 11
(d) T
REATMENT OFREVISIONSNOTCOMPLETED IN 12
ATIMELYMANNER.—If the Commission fails to finalize 13
the rules, regulations, amendments, or interpretations re-14
quired under subsection (a) before the date specified in 15
such subsection— 16
(1) a covered entity may deliver regulatory doc-17
uments using electronic delivery in accordance with 18
subsections (b) and (c); and 19
(2) such electronic delivery shall be deemed to 20
satisfy the obligation of the covered entity to deliver 21
regulatory documents required under the securities 22
laws. 23
(e) O
THERREQUIREDACTIONS.— 24 45
•HR 2799 EH
(1) REVIEW OF RULES .—The Commission 1
shall— 2
(A) within 180 days of the date of enact-3
ment of this Act, conduct a review of the rules 4
and regulations of the Commission to determine 5
whether any such rules or regulations require 6
delivery of written documents to investors; and 7
(B) within 1 year of the date of enactment 8
of this Act, promulgate amendments to such 9
rules or regulations to provide that any require-10
ment to deliver a regulatory document ‘‘in writ-11
ing’’ may be satisfied by electronic delivery. 12
(2) A
CTIONS BY SELF-REGULATORY ORGANIZA -13
TIONS.—Each self-regulatory organization shall 14
adopt rules and regulations, or amend the rules and 15
regulations of the self-regulatory organization, con-16
sistent with this Act and consistent with rules, regu-17
lations, amendments, or interpretations finalized by 18
the Commission pursuant to subsection (a). 19
(3) R
ULE OF APPLICATION .—This subsection 20
shall not apply to a rule or regulation issued pursu-21
ant to a Federal statute if that Federal statute spe-22
cifically requires delivery of written documents to in-23
vestors. 24
(f) D
EFINITIONS.—In this section: 25 46
•HR 2799 EH
(1) COMMISSION.—The term ‘‘Commission’’ 1
means the Securities and Exchange Commission. 2
(2) C
OVERED ENTITY.—The term ‘‘covered en-3
tity’’ means— 4
(A) an investment company (as defined in 5
section 3(a)(1) of the Investment Company Act 6
of 1940 (15 U.S.C. 80a–3(a)(1))) that is reg-7
istered under such Act; 8
(B) a business development company (as 9
defined in section 2(a) the Investment Company 10
Act of 1940 (15 U.S.C. 80a–2(a))) that has 11
elected to be regulated as such under such Act; 12
(C) a registered broker or dealer (as de-13
fined in section 3(a)(4) and section 3(a)(5) of 14
the Securities Exchange Act of 1934) (15 15
U.S.C. 78c(a)(4) & 78c(a)(5)); 16
(D) a registered municipal securities dealer 17
(as defined in section 3(a)(30) of the Securities 18
Exchange Act of 1934) (15 U.S.C. 78c(a)(30)); 19
(E) a registered government securities 20
broker or government securities dealer (as de-21
fined in section 3(a)(43) and section 3(a)(44) of 22
the Securities Exchange Act of 1934) (15 23
U.S.C. 78c(a)(43) & 78c(a)(44)); 24 47
•HR 2799 EH
(F) a registered investment adviser (as de-1
fined in section 202(a)(11) of the Investment 2
Advisers Act of 1940) (15 U.S.C. 80b– 3
1(a)(11)); 4
(G) a registered transfer agent (as defined 5
in section 3(a)(25) of the Securities Exchange 6
Act of 1934) (15 U.S.C. 78c(a)(25)); or 7
(H) a registered funding portal (as defined 8
in the second paragraph (80) of section 3(a) of 9
the Securities Exchange Act of 1934) (15 10
U.S.C. 78c(a)(80)). 11
(3) E
LECTRONIC DELIVERY .—The term ‘‘elec-12
tronic delivery’’, with respect to regulatory docu-13
ments, includes— 14
(A) the direct delivery of such regulatory 15
document to an electronic address of an inves-16
tor; 17
(B) the posting of such regulatory docu-18
ment to a website and direct electronic delivery 19
of an appropriate notice of the availability of 20
the regulatory document to the investor; and 21
(C) an electronic method reasonably de-22
signed to ensure receipt of such regulatory doc-23
ument by the investor. 24 48
•HR 2799 EH
(4) REGULATORY DOCUMENTS .—The term 1
‘‘regulatory documents’’ includes— 2
(A) prospectuses meeting the requirements 3
of section 10(a) of the Securities Act of 1933 4
(15 U.S.C. 77j(a)); 5
(B) summary prospectuses meeting the re-6
quirements of— 7
(i) section 230.498 of title 17, Code of 8
Federal Regulations; or 9
(ii) section 230.498A of title 17, Code 10
of Federal Regulations; 11
(C) statements of additional information, 12
as described under section 270.30e–3(h)(3) of 13
title 17, Code of Federal Regulations; 14
(D) annual and semi-annual reports to in-15
vestors meeting the requirements of section 16
30(e) of the Investment Company Act of 1940 17
(15 U.S.C. 80a–29(e)); 18
(E) notices meeting the requirements 19
under section 270.19a–1 of title 17, Code of 20
Federal Regulations; 21
(F) confirmations and account statements 22
meeting the requirements under section 23
240.10b–10 of title 17, Code of Federal Regula-24
tions; 25 49
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(G) proxy statements meeting the require-1
ments under section 240.14a–3 of title 17, 2
Code of Federal Regulations; 3
(H) privacy notices meeting the require-4
ments of Regulation S–P under subpart A of 5
part 248 of title 17, Code of Federal Regula-6
tions; 7
(I) affiliate marketing notices meeting the 8
requirements of Regulation S–AM under sub-9
part B of part 248 of title 17, Code of Federal 10
Regulations; and 11
(J) all other regulatory documents re-12
quired to be delivered by covered entities to in-13
vestors under the securities laws and the rules 14
and regulations of the Commission and the self- 15
regulatory organizations. 16
(5) S
ECURITIES LAWS.—The term ‘‘securities 17
laws’’ has the meaning given the term in section 18
3(a) of the Securities Exchange Act of 1934 (15 19
U.S.C. 78c(a)). 20
(6) S
ELF-REGULATORY ORGANIZATION .—The 21
term ‘‘self-regulatory organization’’ means— 22
(A) a self-regulatory organization, as de-23
fined in section 2(a)(26) of the Securities Ex-24 50
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change Act of 1934 (15 U.S.C. 78c(a)(26)); 1
and 2
(B) the Municipal Securities Rulemaking 3
Board. 4
(7) W
EBSITE.—The term ‘‘website’’ means an 5
internet website or other digital, internet, or elec-6
tronic-based information repository, such as a mobile 7
application, to which an investor of a covered entity 8
has been provided reasonable access. 9
DIVISION F—ENHANCEMENT OF 10
403(b) PLANS 11
SEC. 6101. SHORT TITLE. 12
This division may be cited as the ‘‘Retirement Fair-13
ness for Charities and Educational Institutions Act of 14
2024’’. 15
SEC. 6102. ENHANCEMENT OF 403(b) PLANS. 16
(a) A
MENDMENTS TO THE INVESTMENTCOMPANY 17
A
CT OF1940.—Section 3(c)(11) of the Investment Com-18
pany Act of 1940 (15 U.S.C. 80a–3(c)(11)) is amended 19
to read as follows: 20
‘‘(11) Any— 21
‘‘(A) employee’s stock bonus, pension, or 22
profit-sharing trust which meets the require-23
ments for qualification under section 401 of the 24
Internal Revenue Code of 1986; 25 51
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‘‘(B) custodial account meeting the re-1
quirements of section 403(b)(7) of such Code; 2
‘‘(C) governmental plan described in sec-3
tion 3(a)(2)(C) of the Securities Act of 1933; 4
‘‘(D) collective trust fund maintained by a 5
bank consisting solely of assets of one or 6
more— 7
‘‘(i) trusts described in subparagraph 8
(A); 9
‘‘(ii) government plans described in 10
subparagraph (C); 11
‘‘(iii) church plans, companies, or ac-12
counts that are excluded from the defini-13
tion of an investment company under para-14
graph (14) of this subsection; or 15
‘‘(iv) plans which meet the require-16
ments of section 403(b) of the Internal 17
Revenue Code of 1986— 18
‘‘(I) if— 19
‘‘(aa) such plan is subject to 20
title I of the Employee Retire-21
ment Income Security Act of 22
1974 (29 U.S.C. 1001 et seq.); 23
‘‘(bb) any employer making 24
such plan available agrees to 25 52
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serve as a fiduciary for the plan 1
with respect to the selection of 2
the plan’s investments among 3
which participants can choose; or 4
‘‘(cc) such plan is a govern-5
mental plan (as defined in sec-6
tion 414(d) of such Code); and 7
‘‘(II) if the employer, a fiduciary 8
of the plan, or another person acting 9
on behalf of the employer reviews and 10
approves each investment alternative 11
offered under such plan described 12
under subclause (I)(cc) prior to the 13
investment being offered to partici-14
pants in the plan; or 15
‘‘(E) separate account the assets of which 16
are derived solely from— 17
‘‘(i) contributions under pension or 18
profit-sharing plans which meet the re-19
quirements of section 401 of the Internal 20
Revenue Code of 1986 or the requirements 21
for deduction of the employer’s contribu-22
tion under section 404(a)(2) of such Code; 23
‘‘(ii) contributions under govern-24
mental plans in connection with which in-25 53
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terests, participations, or securities are ex-1
empted from the registration provisions of 2
section 5 of the Securities Act of 1933 by 3
section 3(a)(2)(C) of such Act; 4
‘‘(iii) advances made by an insurance 5
company in connection with the operation 6
of such separate account; and 7
‘‘(iv) contributions to a plan described 8
in clause (iii) or (iv) of subparagraph 9
(D).’’. 10
(b) A
MENDMENTS TO THE SECURITIESACT OF 11
1933.—Section 3(a)(2) of the Securities Act of 1933 (15 12
U.S.C. 77c(a)(2)) is amended— 13
(1) by striking ‘‘beneficiaries, or (D)’’ and in-14
serting ‘‘beneficiaries, (D) a plan which meets the 15
requirements of section 403(b) of such Code (i) if 16
(I) such plan is subject to title I of the Employee 17
Retirement Income Security Act of 1974 (29 U.S.C. 18
1001 et seq.), (II) any employer making such plan 19
available agrees to serve as a fiduciary for the plan 20
with respect to the selection of the plan’s invest-21
ments among which participants can choose, or (III) 22
such plan is a governmental plan (as defined in sec-23
tion 414(d) of such Code), and (ii) if the employer, 24
a fiduciary of the plan, or another person acting on 25 54
•HR 2799 EH
behalf of the employer reviews and approves each in-1
vestment alternative offered under any plan de-2
scribed under clause (i)(III) prior to the investment 3
being offered to participants in the plan, or (E)’’; 4
(2) by striking ‘‘(C), or (D)’’ and inserting 5
‘‘(C), (D), or (E)’’; and 6
(3) by striking ‘‘(iii) which is a plan funded’’ 7
and all that follows through ‘‘retirement income ac-8
count).’’ and inserting ‘‘(iii) in the case of a plan not 9
described in subparagraph (D) or (E), which is a 10
plan funded by an annuity contract described in sec-11
tion 403(b) of such Code’’. 12
(c) A
MENDMENTS TO THE SECURITIESEXCHANGE 13
A
CT OF1934.—Section 3(a)(12)(C) of the Securities Ex-14
change Act of 1934 (15 U.S.C. 78c(a)(12)(C)) is amend-15
ed— 16
(1) by striking ‘‘or (iv)’’ and inserting ‘‘(iv) a 17
plan which meets the requirements of section 403(b) 18
of such Code (I) if (aa) such plan is subject to title 19
I of the Employee Retirement Income Security Act 20
of 1974 (29 U.S.C. 1001 et seq.), (bb) any employer 21
making such plan available agrees to serve as a fidu-22
ciary for the plan with respect to the selection of the 23
plan’s investments among which participants can 24
choose, or (cc) such plan is a governmental plan (as 25 55
•HR 2799 EH
defined in section 414(d) of such Code), and (II) if 1
the employer, a fiduciary of the plan, or another per-2
son acting on behalf of the employer reviews and ap-3
proves each investment alternative offered under any 4
plan described under subclause (I)(cc) prior to the 5
investment being offered to participants in the plan, 6
or (v)’’; 7
(2) by striking ‘‘(ii), or (iii)’’ and inserting 8
‘‘(ii), (iii), or (iv)’’; and 9
(3) by striking ‘‘(II) is a plan funded’’ and in-10
serting ‘‘(II) in the case of a plan not described in 11
clause (iv), is a plan funded’’. 12
(d) C
ONFORMINGAMENDMENT TO THE SECURITIES 13
E
XCHANGEACT OF1934.—Section 12(g)(2)(H) of the 14
Securities Exchange Act of 1934 (15 U.S.C. 78l(g)(2)(H)) 15
is amended by striking ‘‘or (iii)’’ and inserting ‘‘(iii) a plan 16
described in section 3(a)(12)(C)(iv) of this Act, or (iv)’’. 17
DIVISION G—INCREASING 18
INVESTOR OPPORTUNITIES 19
SEC. 7001. CLOSED-END COMPANY AUTHORITY TO INVEST 20
IN PRIVATE FUNDS. 21
(a) I
NGENERAL.—Section 5 of the Investment Com-22
pany Act of 1940 (15 U.S.C. 80a–5) is amended by add-23
ing at the end the following: 24 56
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‘‘(d) CLOSED-ENDCOMPANYAUTHORITY TOINVEST 1
INPRIVATEFUNDS.— 2
‘‘(1) I
N GENERAL.—Except as otherwise pro-3
hibited or restricted by this Act (or any rule issued 4
under this Act), the Commission may not prohibit or 5
otherwise limit a closed-end company from investing 6
any or all of the assets of the closed-end company 7
in securities issued by private funds. 8
‘‘(2) O
THER RESTRICTIONS ON COMMISSION AU -9
THORITY.— 10
‘‘(A) I
N GENERAL.—Except as otherwise 11
prohibited or restricted by this Act (or any rule 12
issued under this Act) or to the extent per-13
mitted by subparagraph (B), the Commission 14
may not impose any condition on, restrict, or 15
otherwise limit— 16
‘‘(i) the offer to sell, or the sale of, se-17
curities issued by a closed-end company 18
that invests, or proposes to invest, in secu-19
rities issued by private funds; or 20
‘‘(ii) the listing of the securities of a 21
closed-end company described in clause (i) 22
on a national securities exchange. 23
‘‘(B) U
NRELATED RESTRICTIONS .—The 24
Commission may impose a condition on, re-25 57
•HR 2799 EH
strict, or otherwise limit an activity described in 1
clause (i) or (ii) of subparagraph (A) if that 2
condition, restriction or limitation is unrelated 3
to the underlying characteristics of a private 4
fund or the status of a private fund as a private 5
fund. 6
‘‘(3) A
PPLICATION.—Notwithstanding section 7
6(f), this subsection shall also apply to a closed-end 8
company that elects to be treated as a business de-9
velopment company pursuant to section 54.’’. 10
(b) D
EFINITION OFPRIVATEFUND.—Section 2(a) of 11
the Investment Company Act of 1940 (15 U.S.C. 80a– 12
2(a)) is amended by adding at the end the following: 13
‘‘(55) The term ‘private fund’ has the meaning 14
given in section 202(a) of the Investment Advisers 15
Act of 1940 (15 U.S.C. 80b–2(a)).’’. 16
(c) T
REATMENT BY NATIONALSECURITIESEX-17
CHANGES.—Section 6 of the Securities Exchange Act of 18
1934 (15 U.S.C. 78f) is amended by adding at the end 19
the following: 20
‘‘(m)(1) Except as otherwise prohibited or restricted 21
by rules of the exchange that are consistent with section 22
5(d) of the Investment Company Act of 1940 (15 U.S.C. 23
80a–5(d)), an exchange may not prohibit, condition, re-24
strict, or impose any other limitation on the listing or 25 58
•HR 2799 EH
trading of the securities of a closed-end company when 1
the closed-end company invests, or may invest, some or 2
all of the assets of the closed-end company in securities 3
issued by private funds. 4
‘‘(2) In this subsection— 5
‘‘(A) the term ‘closed-end company’— 6
‘‘(i) has the meaning given the term in sec-7
tion 5(a) of the Investment Company Act of 8
1940 (15 U.S.C. 80a–5(a)); and 9
‘‘(ii) includes a closed-end company that 10
elects to be treated as a business development 11
company pursuant to section 54 of the Invest-12
ment Company Act of 1940 (15 U.S.C. 80a– 13
53); and 14
‘‘(B) the term ‘private fund’ has the meaning 15
given the term in section 2(a) of the Investment 16
Company Act of 1940 (15 U.S.C. 80a–2(a))).’’. 17
(d) I
NVESTMENTLIMITATION.—Section 3(c) of the 18
Investment Company Act of 1940 (15 U.S.C. 80a–3(c)) 19
is amended— 20
(1) in paragraph (1), in the matter preceding 21
subparagraph (A), in the second sentence, by strik-22
ing ‘‘subparagraphs (A)(i) and (B)(i)’’ and inserting 23
‘‘subparagraphs (A)(i), (B)(i), and (C)’’; and 24 59
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(2) in paragraph (7)(D), by striking ‘‘subpara-1
graphs (A)(i) and (B)(i)’’ and inserting ‘‘subpara-2
graphs (A)(i), (B)(i), and (C)’’. 3
(e) R
ULES OFCONSTRUCTION.— 4
(1) Nothing in this section or the amendments 5
made by this section may be construed to limit or 6
amend any fiduciary duty owed to a closed-end com-7
pany (as defined in section 5(a)(2) of the Investment 8
Company Act of 1940 (15 U.S.C. 80a-5(a)(2))) or 9
by an investment adviser (as defined under section 10
2(a) of the Investment Company Act of 1940 (15 11
U.S.C. 80a–2(a))) to a closed-end company. 12
(2) Nothing in this section or the amendments 13
made by this section may be construed to limit or 14
amend the valuation, liquidity, or redemption re-15
quirements or obligations of a closed-end company 16
(as defined in section 5(a)(2) of the Investment 17
Company Act of 1940 (15 U.S.C. 80a-5(a)(2))) as 18
required by the Investment Company Act of 1940. 19
Passed the House of Representatives March 8,
2024.
Attest:
Clerk. 118
TH
CONGRESS
2
D
S
ESSION
H. R. 2799
AN ACT
To make reforms to the capital markets of the
United States, and for other purposes.