II
118THCONGRESS
2
DSESSION S. 3815
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 SENATE OF THE UNITED STATES
FEBRUARY27, 2024
By Mr. T
HUNE(for Mr. TILLIS(for himself and Mr. HICKENLOOPER)) intro-
duced the following bill; which was read twice and referred to the Com-
mittee on Banking, Housing, and Urban Affairs
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 2024’’. 5
SEC. 2. DEFINITIONS. 6
In this Act: 7
(1) C
OMMISSION.—The term ‘‘Commission’’ 8
means the Securities and Exchange Commission. 9
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(2) COVERED ENTITY.—The term ‘‘covered en-1
tity’’ means— 2
(A) an investment company, as defined in 3
section 3(a)(1) of the Investment Company Act 4
of 1940 (15 U.S.C. 80a–3(a)(1)), that is reg-5
istered under such Act; 6
(B) a business development company, as 7
defined in section 2(a) the Investment Company 8
Act of 1940 (15 U.S.C. 80a–2(a)); 9
(C) a registered broker or dealer, as those 10
terms are defined in section 3(a) of the Securi-11
ties Exchange Act of 1934 (15 U.S.C. 78c(a)); 12
(D) a registered municipal securities deal-13
er, as defined in section 3(a) of the Securities 14
Exchange Act of 1934 (15 U.S.C. 78c(a)); 15
(E) a registered government securities 16
broker or government securities dealer, as de-17
fined in section 3(a) of the Securities Exchange 18
Act of 1934 (15 U.S.C. 78c(a)); 19
(F) a registered investment adviser, as de-20
fined in section 202(a) of the Investment Advis-21
ers Act of 1940 (15 U.S.C. 80b–1(a)); 22
(G) a registered transfer agent, as defined 23
in section 3(a) of the Securities Exchange Act 24
of 1934 (15 U.S.C. 78c(a)); or 25
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(H) a registered funding portal, as defined 1
in section 3(a) of the Securities Exchange Act 2
of 1934) (15 U.S.C. 78c(a)). 3
(3) E
LECTRONIC DELIVERY .—The term ‘‘elec-4
tronic delivery’’, with respect to regulatory docu-5
ments, includes— 6
(A) the direct delivery of such regulatory 7
document to an electronic address of an inves-8
tor; 9
(B) the posting of such regulatory docu-10
ment to a website and direct electronic delivery 11
of an appropriate notice of the availability of 12
the regulatory document to the investor; and 13
(C) an electronic method reasonably de-14
signed to ensure receipt of such regulatory doc-15
ument by the investor. 16
(4) R
EGULATORY DOCUMENTS .—The term 17
‘‘regulatory documents’’ includes— 18
(A) prospectuses meeting the requirements 19
of section 10(a) of the Securities Act of 1933 20
(15 U.S.C. 77j(a)); 21
(B) summary prospectuses meeting the re-22
quirements of section 230.498 or 230.498A of 23
title 17, Code of Federal Regulations; 24
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(C) Statements of Additional Information, 1
as defined in section 270.30e–3(h) of title 17, 2
Code of Federal Regulations; 3
(D) annual and semiannual reports to in-4
vestors meeting the requirements of section 5
30(e) of the Investment Company Act of 1940 6
(15 U.S.C. 80a–29(e)); 7
(E) notices meeting the requirements of 8
section 270.19a–1 of title 17, Code of Federal 9
Regulations; 10
(F) confirmations and account statements 11
meeting the requirements of section 240.10b–10 12
of title 17, Code of Federal Regulations; 13
(G) proxy statements meeting the require-14
ments of section 240.14a–3 of title 17, Code of 15
Federal Regulations; 16
(H) privacy notices meeting the require-17
ments of Regulation S–P under subpart A of 18
part 248 of title 17, Code of Federal Regula-19
tions; 20
(I) affiliate marketing notices meeting the 21
requirements of Regulation S–AM under sub-22
part B of part 248 of title 17, Code of Federal 23
Regulations; and 24
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(J) all other regulatory documents re-1
quired to be delivered by covered entities to in-2
vestors under the securities laws and the rules 3
and regulations of the Commission and the self- 4
regulatory organizations. 5
(5) S
ECURITIES LAWS.—The term ‘‘securities 6
laws’’ has the meaning given the term in section 7
3(a) of the Securities Exchange Act of 1934 (15 8
U.S.C. 78c(a)). 9
(6) S
ELF-REGULATORY ORGANIZATION .—The 10
term ‘‘self-regulatory organization’’ means a self- 11
regulatory organization, as defined in section 3(a) of 12
the Securities Exchange Act of 1934 (15 U.S.C. 13
78c(a)). 14
(7) W
EBSITE.—The term ‘‘website’’ means an 15
internet website or other digital, internet, or elec-16
tronic-based information repository, such as a mobile 17
application, to which an investor of a covered entity 18
has been provided reasonable access. 19
SEC. 3. ELECTRONIC DELIVERY. 20
(a) P
ROMULGATION OF RULES.—Not later than 180 21
days after the date of the enactment of this section, the 22
Commission shall propose and, not later than 1 year after 23
the date of the enactment of this section, the Commission 24
shall finalize, rules, regulations, amendments, or interpre-25
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tations, as appropriate, to allow a covered entity to satisfy 1
the obligation of the entity to deliver regulatory documents 2
required under the securities laws to investors using elec-3
tronic delivery. 4
(b) R
EQUIREDPROVISIONS.—Rules, regulations, 5
amendments, or interpretations the Commission promul-6
gates pursuant to subsection (a) shall— 7
(1) with respect to investors that do not receive 8
all regulatory documents by electronic delivery, pro-9
vide for— 10
(A) delivery of an initial communication in 11
paper form regarding electronic delivery; 12
(B) a transition period not to exceed 180 13
days until such regulatory documents are deliv-14
ered to such investors by electronic delivery; 15
and 16
(C) during a period not to exceed 2 years 17
following the transition period set forth in sub-18
paragraph (B), delivery of an annual notice in 19
paper form solely reminding such investors of 20
the ability to opt out of electronic delivery at 21
any time and receive paper versions of regu-22
latory documents; 23
(2) set forth requirements for the content of the 24
initial communication described in paragraph (1)(A); 25
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(3) set forth requirements for the timing of de-1
livery of a notice of website availability of regulatory 2
documents and the content of the appropriate notice 3
described in section 2(3)(B); 4
(4) provide a mechanism for investors to opt 5
out of electronic delivery at any time and receive 6
paper versions of regulatory documents; 7
(5) require measures reasonably designed to 8
identify and remediate failed electronic deliveries of 9
regulatory documents; 10
(6) set forth minimum requirements regarding 11
readability and retainability for regulatory docu-12
ments that are delivered electronically; and 13
(7) for covered entities other than brokers, 14
dealers, investment advisers registered with the 15
Commission, and investment companies, require 16
measures reasonably designed to ensure the con-17
fidentiality of personal information in regulatory 18
documents that are delivered to investors electroni-19
cally. 20
(c) T
REATMENT OFREVISIONSNOTCOMPLETED IN 21
ATIMELYMANNER.—If the Commission fails to finalize 22
the rules, regulations, amendments, or interpretations re-23
quired under subsection (a) before the date specified in 24
such subsection— 25
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(1) a covered entity may deliver regulatory doc-1
uments using electronic delivery in accordance with 2
subsection (b); and 3
(2) such electronic delivery shall be deemed to 4
satisfy the obligation of the covered entity to deliver 5
regulatory documents required under the securities 6
laws. 7
(d) O
THERREQUIREDACTIONS.— 8
(1) R
EVIEW OF RULES .—The Commission 9
shall— 10
(A) not later than 180 days after the date 11
of enactment of this Act, conduct a review of 12
the rules and regulations of the Commission to 13
determine whether any such rules or regulations 14
require delivery of written documents to inves-15
tors; and 16
(B) not later than 1 year after the date of 17
enactment of this Act, promulgate amendments 18
to such rules or regulations to provide that any 19
requirement to deliver a regulatory document in 20
writing may be satisfied by electronic delivery. 21
(2) A
CTIONS BY SELF-REGULATORY ORGANIZA -22
TIONS.—Each self-regulatory organization shall 23
adopt rules and regulations, or amend the rules and 24
regulations of the self-regulatory organization, con-25
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sistent with this Act and consistent with rules, regu-1
lations, amendments, or interpretations finalized by 2
the Commission pursuant to subsection (a). 3
(3) A
PPLICABILITY.—This subsection shall not 4
apply to a rule or regulation issued pursuant to a 5
Federal statute if that Federal statute specifically 6
requires delivery of written documents to investors. 7
(e) E
XEMPTIONFROMCERTAINREQUIREMENTS.— 8
Section 101(c) of the Electronic Signatures in Global and 9
National Commerce Act (15 U.S.C. 7001(c)) shall not 10
apply with respect to a regulatory document delivered in 11
accordance with this section. 12
(f) R
ULE OFCONSTRUCTION.—Nothing in this sec-13
tion shall be construed as altering the substance or timing 14
of any regulatory document obligation under the securities 15
laws or regulations of a self-regulatory organization. 16
Æ
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