HR3383-119

103. Amendment for crowdfunding capital enhancement and small-business support Section 4A of the Securities Act of 1933 (15 U.S.C. 77d–1) is amended— in subsection (b)(1)(D), by striking $100,000 each place such term appears and inserting $250,000; and by adding at the end the following: The Commission may increase the amount specified in subsections (b)(1)(D)(i) and (b)(1)(D)(ii) from $250,000 to an amount not greater than $400,000 upon the recommendation of the Office of the Advocate for Small Business Capital Formation and the Office of the Investor Advocate. The Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended— in section 4A— by striking section 4(6) each place such term appears and inserting section 4(a)(6); and by striking section 4(6)(B) each place such term appears and inserting section 4(a)(6)(B); in section 16(f)(3), by striking section 4(2) and inserting section 4(a)(2); and in section 18— in subsection (b)(4)— in subparagraph (B), by striking section 4(4) and inserting section 4(a)(4); in subparagraph (C), by striking section 4(6) and inserting section 4(a)(6); and in subparagraph (F), by striking section 4(2) each place such term appears and inserting section 4(a)(2); and in subsection (c)(1)(B), by striking section 4(6) and inserting section 4(a)(6); (i)Discretion to adjust amountThe Commission may increase the amount specified in subsections (b)(1)(D)(i) and (b)(1)(D)(ii) from $250,000 to an amount not greater than $400,000 upon the recommendation of the Office of the Advocate for Small Business Capital Formation and the Office of the Investor Advocate. .

104. Small business investor capital access Section 203(m) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–3(m)) is amended— in paragraph (1), by striking $150,000,000 and inserting $175,000,000; and by adding at the end the following: The Commission shall, every 5 years, adjust the dollar amount described under paragraph (1) to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the Department of Labor, and round such dollar amount to the nearest multiple of $1,000,000. (5)Inflation adjustmentThe Commission shall, every 5 years, adjust the dollar amount described under paragraph (1) to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the Department of Labor, and round such dollar amount to the nearest multiple of $1,000,000..

107. Improving access to small business information Section 4(i) of the Securities Exchange Act of 1934 (15 U.S.C. 78d(i)) is amended by adding at the end the following: Actions taken by the Advocate for Small Business Capital Formation under this subsection shall not be a collection of information for purposes of subchapter I of chapter 35 of title 44, United States Code (commonly known as the Paperwork Reduction Act). Notwithstanding subparagraph (A), the requirements under subsections (c)(1), (c)(4), and (i) of section 3506 of title 44, United States Code, and section 3507(a)(1)(A) of such title shall apply to actions taken by the Advocate for Small Business Capital Formation under this subsection, except that the Commission shall not be required— to submit a collection of information by the Advocate to the Director of the Office of Management and Budget, as referenced under section 3506(c)(1)(A) of such title; to display a control number on a collection of information by the Advocate, as described under section 3506(c)(1)(B)(i) of such title (or to inform a person receiving a collection of information from the Advocate that the collection of information needs to display a control number, as described under section 3506(c)(1)(B)(iii)(V) of such title); or to indicate a collection of information by the Advocate is in accordance with the clearance requirements of section 3507 of such title, as described under section 3506(c)(1)(B)(ii) of such title. (10)Preservation of information collection burden review (A)In generalActions taken by the Advocate for Small Business Capital Formation under this subsection shall not be a collection of information for purposes of subchapter I of chapter 35 of title 44, United States Code (commonly known as the Paperwork Reduction Act). (B)ExceptionsNotwithstanding subparagraph (A), the requirements under subsections (c)(1), (c)(4), and (i) of section 3506 of title 44, United States Code, and section 3507(a)(1)(A) of such title shall apply to actions taken by the Advocate for Small Business Capital Formation under this subsection, except that the Commission shall not be required— (i)to submit a collection of information by the Advocate to the Director of the Office of Management and Budget, as referenced under section 3506(c)(1)(A) of such title; (ii)to display a control number on a collection of information by the Advocate, as described under section 3506(c)(1)(B)(i) of such title (or to inform a person receiving a collection of information from the Advocate that the collection of information needs to display a control number, as described under section 3506(c)(1)(B)(iii)(V) of such title); or (iii)to indicate a collection of information by the Advocate is in accordance with the clearance requirements of section 3507 of such title, as described under section 3506(c)(1)(B)(ii) of such title..

108. Improving capital allocation for newcomers Section 3(c)(1) of the Investment Company Act of 1940 (15 U.S.C. 80a–3(c)(1)) is amended— in the matter preceding subparagraph (A), by striking 250 persons and inserting 500 persons; and in subparagraph (C)(i)— by striking $10,000,000 and inserting $50,000,000; and by striking beginning from a measurement made by the Commission on a date selected by the Commission and inserting beginning from a measurement made on the date of the enactment of the INVEST Act of 2025. Beginning 5 years after the date of enactment of this Act, the Advocate for Small Business Capital Formation, in consultation with the Investor Advocate, shall conduct a study on the effect of the amendments made by subsection (a) on the businesses and startup entities in which qualifying venture capital funds invest, specifically including, with respect to such businesses and startup entities, changes or trends relating to— the geographic distribution of capital to portfolio companies; the socio-economic characteristics of founders or controlling persons; the veteran status of founders or controlling persons; the industry sector, size, stage of development, and related details; and other factors or metrics determined by the Advocate for Small Business Capital Formation. For purposes of conducting the study required by paragraph (1), the Advocate for Small Business Capital Formation and the Investor Advocate shall have the authority to— obtain from the Securities and Exchange Commission (in this section referred to as the Commission) and utilize any data or information necessary to carry out the study; request and receive assistance from any division or office of the Commission, including the Division of Economic and Risk Analysis; and enter into agreements with third parties to assist in data analysis. The Advocate for Small Business Capital Formation shall issue a report to the Congress containing all findings and determinations made in carrying out the study required in paragraph (1), and make such report available to the public on the website of the Commission. During the 180-day period beginning on the date the report is issued under paragraph (3), the Commission shall solicit feedback from the public on the findings and determinations contained in the report. The Commission, in consultation with the Investor Advocate and the Advocate for Small Business Capital Formation, may, after considering all comments received under paragraph (3) and only if the Commission determines in such report that the amendments made by subsection (a) have had a demonstrable effect on increasing the geographic distribution of capital to portfolio companies, increasing the variety of the socio-economic characteristics of founders or controlling persons, or increasing the number of founders or controlling persons who are veterans, issue rules to— increase or decrease the 500 person threshold described in the matter preceding subparagraph (A) of section 3(c)(1) of the Investment Company Act of 1940, but such threshold may not exceed 750 persons or be reduced below 250 persons; and increase or decrease the $50,000,000 dollar figure in section 3(c)(1)(C)(i) of the Investment Company Act of 1940, but such dollar figure may not exceed $100,000,000 or be reduced below $10,000,000. The rulemaking authority in subparagraph (A) only applies to a rule with respect to which the proposed rule was issued during the 180-day period beginning at the end of the public comment period described in paragraph (4). A rule issued under this subsection shall have no effect on the requirement under clause (i) of section 3(c)(1)(C) of the Investment Company Act of 1940 (15 U.S.C. 80a–3(c)(1)(C)) to index the first dollar amount in such clause for inflation.

201. Fair investment opportunities for professional experts Section 2(a)(15) of the Securities Act of 1933 (15 U.S.C. 77b(a)(15)) is amended— by redesignating subparagraphs (i) and (ii) as subparagraphs (A) and (F), respectively; and in subparagraph (A) (as so redesignated), by striking ; or and inserting a semicolon, and inserting after such subparagraph the following: with respect to a proposed sale of a security, any natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, at the time of such sale, exceeds $1,000,000 (which amount, along with the amounts set forth in subparagraph (C), shall be adjusted for inflation by the Commission every 5 years to the nearest $10,000 to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics) where, for purposes of calculating net worth under this subparagraph— the person’s primary residence shall not be included as an asset; indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of such sale, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of such sale exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of such sale shall be included as a liability; any natural person who had an individual income in excess of $200,000 in each of the 2 most recent years or joint income with that person’s spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; any natural person who is— currently licensed or registered as a broker or investment adviser by the Commission, a self-regulatory organization (as defined in section 3(a) of the Securities Exchange Act of 1934), or the securities division of a State, the District of Columbia, or a territory of the United States or the equivalent division responsible for licensing or registration of individuals in connection with securities activities; and in good standing with respect to such license or registration; any natural person the Commission determines, by regulation, to have demonstrable education or job experience to qualify such person as having professional knowledge of a subject related to a particular investment, and whose education or job experience is verified by a self-regulatory organization (as defined in section 3(a) of the Securities Exchange Act of 1934); or Not later than 180 days after the date of enactment of this Act, the Securities and Exchange Commission shall revise the definition of accredited investor under Regulation D (17 CFR 230.500 et seq.) to conform with the amendments made by subsection (a). (B)with respect to a proposed sale of a security, any natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, at the time of such sale, exceeds $1,000,000 (which amount, along with the amounts set forth in subparagraph (C), shall be adjusted for inflation by the Commission every 5 years to the nearest $10,000 to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics) where, for purposes of calculating net worth under this subparagraph— (i)the person’s primary residence shall not be included as an asset; (ii)indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of such sale, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of such sale exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii)indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of such sale shall be included as a liability; (C)any natural person who had an individual income in excess of $200,000 in each of the 2 most recent years or joint income with that person’s spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; (D)any natural person who is— (i)currently licensed or registered as a broker or investment adviser by the Commission, a self-regulatory organization (as defined in section 3(a) of the Securities Exchange Act of 1934), or the securities division of a State, the District of Columbia, or a territory of the United States or the equivalent division responsible for licensing or registration of individuals in connection with securities activities; and (ii)in good standing with respect to such license or registration; (E)any natural person the Commission determines, by regulation, to have demonstrable education or job experience to qualify such person as having professional knowledge of a subject related to a particular investment, and whose education or job experience is verified by a self-regulatory organization (as defined in section 3(a) of the Securities Exchange Act of 1934); or.

202. Retirement fairness for charities and educational institutions Section 3(c)(11) of the Investment Company Act of 1940 (15 U.S.C. 80a–3(c)(11)) is amended to read as follows: Any— employee’s stock bonus, pension, or profit-sharing trust which meets the requirements for qualification under section 401 of the Internal Revenue Code of 1986; custodial account meeting the requirements of section 403(b)(7) of such Code; governmental plan described in section 3(a)(2)(C) of the Securities Act of 1933 (15 U.S.C. 77c(a)(2)(C)); collective trust fund maintained by a bank consisting solely of assets of one or more— trusts described in subparagraph (A); governmental plans described in subparagraph (C); church plans, companies, or accounts that are excluded from the definition of an investment company under paragraph (14) of this subsection; or plans which meet the requirements of section 403(b) of the Internal Revenue Code of 1986— if— such plan is subject to title I of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1001 et seq.); any employer making such plan available agrees to serve as a fiduciary for the plan with respect to the selection of the plan’s investments among which participants can choose; or such plan is a governmental plan (as defined in section 414(d) of such Code); and if the employer, a fiduciary of the plan, or another person acting on behalf of the employer reviews and approves each investment alternative offered under such plan described under subclause (I)(cc) prior to the investment being offered to participants in the plan; or separate account the assets of which are derived solely from— contributions under pension or profit-sharing plans which meet the requirements of section 401 of the Internal Revenue Code of 1986 or the requirements for deduction of the employer’s contribution under section 404(a)(2) of such Code; contributions under governmental plans in connection with which interests, participations, or securities are exempted from the registration provisions of section 5 of the Securities Act of 1933 (15 U.S.C. 77e) by section 3(a)(2)(C) of such Act (15 U.S.C. 77c(a)(2)(C)); advances made by an insurance company in connection with the operation of such separate account; and contributions to a plan described in clause (iii) or (iv) of subparagraph (D). Section 3(a)(2) of the Securities Act of 1933 (15 U.S.C. 77c(a)(2)) is amended— by striking beneficiaries, or (D) and inserting beneficiaries, (D) a plan which meets the requirements of section 403(b) of such Code (i) if (I) such plan is subject to title I of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1001 et seq.), (II) any employer making such plan available agrees to serve as a fiduciary for the plan with respect to the selection of the plan’s investments among which participants can choose, or (III) such plan is a governmental plan (as defined in section 414(d) of such Code), and (ii) if the employer, a fiduciary of the plan, or another person acting on behalf of the employer reviews and approves each investment alternative offered under any plan described under clause (i)(III) prior to the investment being offered to participants in the plan, or (E); by striking (C), or (D) and inserting (C), (D), or (E); and by striking (iii) which is a plan funded and all that follows through retirement income account). and inserting (iii) in the case of a plan not described in subparagraph (D) or (E), which is a plan funded by an annuity contract described in section 403(b) of such Code. Section 3(a)(12)(C) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(12)(C)) is amended— by striking or (iv) and inserting (iv) a plan which meets the requirements of section 403(b) of such Code (I) if (aa) such plan is subject to title I of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1001 et seq.), (bb) any employer making such plan available agrees to serve as a fiduciary for the plan with respect to the selection of the plan’s investments among which participants can choose, or (cc) such plan is a governmental plan (as defined in section 414(d) of such Code), and (II) if the employer, a fiduciary of the plan, or another person acting on behalf of the employer reviews and approves each investment alternative offered under any plan described under subclause (I)(cc) prior to the investment being offered to participants in the plan, or (v); by striking (ii), or (iii) and inserting (ii), (iii), or (iv); and by striking (II) is a plan funded and inserting (II) in the case of a plan not described in clause (iv), is a plan funded. Section 12(g)(2)(H) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(g)(2)(H)) is amended by striking or (iii) and inserting (iii) a plan described in section 3(a)(12)(C)(iv) of this Act, or (iv). (11)Any— (A)employee’s stock bonus, pension, or profit-sharing trust which meets the requirements for qualification under section 401 of the Internal Revenue Code of 1986; (B)custodial account meeting the requirements of section 403(b)(7) of such Code; (C)governmental plan described in section 3(a)(2)(C) of the Securities Act of 1933 (15 U.S.C. 77c(a)(2)(C)); (D)collective trust fund maintained by a bank consisting solely of assets of one or more— (i)trusts described in subparagraph (A); (ii)governmental plans described in subparagraph (C); (iii)church plans, companies, or accounts that are excluded from the definition of an investment company under paragraph (14) of this subsection; or (iv)plans which meet the requirements of section 403(b) of the Internal Revenue Code of 1986— (I)if— (aa)such plan is subject to title I of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1001 et seq.); (bb)any employer making such plan available agrees to serve as a fiduciary for the plan with respect to the selection of the plan’s investments among which participants can choose; or (cc)such plan is a governmental plan (as defined in section 414(d) of such Code); and (II)if the employer, a fiduciary of the plan, or another person acting on behalf of the employer reviews and approves each investment alternative offered under such plan described under subclause (I)(cc) prior to the investment being offered to participants in the plan; or (E)separate account the assets of which are derived solely from— (i)contributions under pension or profit-sharing plans which meet the requirements of section 401 of the Internal Revenue Code of 1986 or the requirements for deduction of the employer’s contribution under section 404(a)(2) of such Code; (ii)contributions under governmental plans in connection with which interests, participations, or securities are exempted from the registration provisions of section 5 of the Securities Act of 1933 (15 U.S.C. 77e) by section 3(a)(2)(C) of such Act (15 U.S.C. 77c(a)(2)(C)); (iii)advances made by an insurance company in connection with the operation of such separate account; and (iv)contributions to a plan described in clause (iii) or (iv) of subparagraph (D)..

204. Senior Security Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 78d), as amended by section 105 is further amended by adding at the end the following: There is established within the Commission the Senior Investor Taskforce (in this subsection referred to as the Taskforce). The head of the Taskforce shall be the Director, who shall— report directly to the Chairman; and be appointed by the Chairman, in consultation with the Commission, from among individuals— currently employed by the Commission or from outside of the Commission; and having experience in advocating for the interests of senior investors. The Chairman shall ensure that— the Taskforce is staffed sufficiently to carry out fully the requirements of this subsection; and such staff shall include individuals from the Division of Enforcement, Office of Compliance Inspections and Examinations, and Office of Investor Education and Advocacy. All members of the Taskforce appointed under paragraph (2) or (3) shall serve without compensation in addition to that received for their services as officers or employees of the United States. In organizing and staffing the Taskforce, the Chairman shall take such actions as may be necessary to minimize the duplication of efforts within the divisions and offices described under paragraph (3)(B) and any other divisions, offices, or taskforces of the Commission. The Taskforce shall— identify challenges that senior investors encounter, including problems associated with financial exploitation and cognitive decline; identify areas in which senior investors would benefit from changes in the regulations of the Commission or the rules of self-regulatory organizations; coordinate, as appropriate, with other offices within the Commission, other taskforces that may be established within the Commission, self-regulatory organizations, and the Elder Justice Coordinating Council; and consult, as appropriate, with State securities and law enforcement authorities, State insurance regulators, and other Federal agencies. The Taskforce, in coordination, as appropriate, with the Office of the Investor Advocate and self-regulatory organizations, and in consultation, as appropriate, with State securities and law enforcement authorities, State insurance regulators, and Federal agencies, shall issue a report every 2 years to the Committee on Banking, Housing, and Urban Affairs and the Special Committee on Aging of the Senate and the Committee on Financial Services of the House of Representatives, the first of which shall not be issued until after the report described in section 3 of the National Senior Investor Initiative Act of 2025 has been issued and considered by the Taskforce, containing— appropriate statistical information and full and substantive analysis; a summary of recent trends and innovations that have impacted the investment landscape for senior investors; a summary of regulatory initiatives that have concentrated on senior investors and industry practices related to senior investors; key observations, best practices, and areas needing improvement, involving senior investors identified during examinations, enforcement actions, and investor education outreach; a summary of the most serious issues encountered by senior investors, including issues involving financial products and services; an analysis with regard to existing policies and procedures of brokers, dealers, investment advisers, and other market participants related to senior investors and senior investor-related topics and whether these policies and procedures need to be further developed or refined; recommendations for such changes to the regulations, guidance, and orders of the Commission and self-regulatory organizations and such legislative actions as may be appropriate to resolve problems encountered by senior investors; and any other information, as determined appropriate by the Director of the Taskforce. The Taskforce shall make any report issued under paragraph (7) available to a Member of Congress who requests such a report. The Taskforce shall terminate after the end of the 10-year period beginning on the date of the enactment of this subsection. In this subsection, the term senior investor means an investor over the age of 65. The Commission shall use existing funds to carry out this subsection. Not later than 2 years after the date of enactment of this Act, the Comptroller General of the United States shall submit to Congress and the Senior Investor Taskforce the results of a study of financial exploitation of senior citizens. The study required under paragraph (1) shall include information with respect to— economic costs of the financial exploitation of senior citizens— associated with losses by victims that were incurred as a result of the financial exploitation of senior citizens; incurred by State and Federal agencies, law enforcement and investigatory agencies, public benefit programs, public health programs, and other public programs as a result of the financial exploitation of senior citizens; incurred by the private sector as a result of the financial exploitation of senior citizens; and any other relevant costs that— result from the financial exploitation of senior citizens; and the Comptroller General determines are necessary and appropriate to include in order to provide Congress and the public with a full and accurate understanding of the economic costs resulting from the financial exploitation of senior citizens in the United States; frequency of senior financial exploitation and correlated or contributing factors— information about percentage of senior citizens financially exploited each year; and information about factors contributing to increased risk of exploitation, including such factors as race, social isolation, income, net worth, religion, region, occupation, education, home-ownership, illness, and loss of spouse; and policy responses and reporting of senior financial exploitation— the degree to which financial exploitation of senior citizens unreported to authorities; the reasons that financial exploitation may be unreported to authorities; to the extent that suspected elder financial exploitation is currently being reported— information regarding which Federal, State, and local agencies are receiving reports, including adult protective services, law enforcement, industry, regulators, and professional licensing boards; information regarding what information is being collected by such agencies; and information regarding the actions that are taken by such agencies upon receipt of the report and any limits on the agencies’ ability to prevent exploitation, such as jurisdictional limits, a lack of expertise, resource challenges, or limiting criteria with regard to the types of victims they are permitted to serve; an analysis of gaps that may exist in empowering Federal, State, and local agencies to prevent senior exploitation or respond effectively to suspected senior financial exploitation; and an analysis of the legal hurdles that prevent Federal, State, and local agencies from effectively partnering with each other and private professionals to effectively respond to senior financial exploitation. In this subsection, the term senior citizen means an individual over the age of 65. (l)Senior Investor Taskforce (1)EstablishmentThere is established within the Commission the Senior Investor Taskforce (in this subsection referred to as the Taskforce). (2)Director of the TaskforceThe head of the Taskforce shall be the Director, who shall— (A)report directly to the Chairman; and (B)be appointed by the Chairman, in consultation with the Commission, from among individuals— (i)currently employed by the Commission or from outside of the Commission; and (ii)having experience in advocating for the interests of senior investors. (3)StaffingThe Chairman shall ensure that— (A)the Taskforce is staffed sufficiently to carry out fully the requirements of this subsection; and (B)such staff shall include individuals from the Division of Enforcement, Office of Compliance Inspections and Examinations, and Office of Investor Education and Advocacy. (4)No compensation for members of TaskforceAll members of the Taskforce appointed under paragraph (2) or (3) shall serve without compensation in addition to that received for their services as officers or employees of the United States. (5)Minimizing duplication of effortsIn organizing and staffing the Taskforce, the Chairman shall take such actions as may be necessary to minimize the duplication of efforts within the divisions and offices described under paragraph (3)(B) and any other divisions, offices, or taskforces of the Commission. (6)Functions of the TaskforceThe Taskforce shall— (A)identify challenges that senior investors encounter, including problems associated with financial exploitation and cognitive decline; (B)identify areas in which senior investors would benefit from changes in the regulations of the Commission or the rules of self-regulatory organizations; (C)coordinate, as appropriate, with other offices within the Commission, other taskforces that may be established within the Commission, self-regulatory organizations, and the Elder Justice Coordinating Council; and (D)consult, as appropriate, with State securities and law enforcement authorities, State insurance regulators, and other Federal agencies. (7)ReportThe Taskforce, in coordination, as appropriate, with the Office of the Investor Advocate and self-regulatory organizations, and in consultation, as appropriate, with State securities and law enforcement authorities, State insurance regulators, and Federal agencies, shall issue a report every 2 years to the Committee on Banking, Housing, and Urban Affairs and the Special Committee on Aging of the Senate and the Committee on Financial Services of the House of Representatives, the first of which shall not be issued until after the report described in section 3 of the National Senior Investor Initiative Act of 2025 has been issued and considered by the Taskforce, containing— (A)appropriate statistical information and full and substantive analysis; (B)a summary of recent trends and innovations that have impacted the investment landscape for senior investors; (C)a summary of regulatory initiatives that have concentrated on senior investors and industry practices related to senior investors; (D)key observations, best practices, and areas needing improvement, involving senior investors identified during examinations, enforcement actions, and investor education outreach; (E)a summary of the most serious issues encountered by senior investors, including issues involving financial products and services; (F)an analysis with regard to existing policies and procedures of brokers, dealers, investment advisers, and other market participants related to senior investors and senior investor-related topics and whether these policies and procedures need to be further developed or refined; (G)recommendations for such changes to the regulations, guidance, and orders of the Commission and self-regulatory organizations and such legislative actions as may be appropriate to resolve problems encountered by senior investors; and (H)any other information, as determined appropriate by the Director of the Taskforce. (8)Request for reportsThe Taskforce shall make any report issued under paragraph (7) available to a Member of Congress who requests such a report. (9)SunsetThe Taskforce shall terminate after the end of the 10-year period beginning on the date of the enactment of this subsection. (10)Senior investor definedIn this subsection, the term senior investor means an investor over the age of 65. (11)Use of existing fundsThe Commission shall use existing funds to carry out this subsection. .

206. Increasing investor opportunities Section 5 of the Investment Company Act of 1940 (15 U.S.C. 80a–5) is amended by adding at the end the following: Except as otherwise prohibited or restricted by this Act (or any rule issued under this Act), the Commission may not prohibit or otherwise limit a closed-end company from investing any or all of the assets of the closed-end company in securities issued by private funds. Except as otherwise prohibited or restricted by this Act (or any rule issued under this Act), the Commission may not impose any condition on, restrict, or otherwise limit— the offer to sell, or the sale of, securities issued by a closed-end company that invests, or proposes to invest, in securities issued by private funds; or the listing of the securities of a closed-end company described in subparagraph (A) on a national securities exchange. The Commission may impose a condition on, restrict, or otherwise limit an activity described in paragraph (1) or subparagraph (A) or (B) of paragraph (2) if that condition, restriction, or limitation is unrelated to the underlying characteristics of a private fund or the status of a private fund as a private fund. Notwithstanding section 6(f), this subsection shall also apply to a closed-end company that elects to be treated as a business development company pursuant to section 54. Section 2(a) of the Investment Company Act of 1940 (15 U.S.C. 80a–2(a)) is amended by adding at the end the following: The term private fund has the meaning given in section 202(a) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–2(a)). Section 6 of the Securities Exchange Act of 1934 (15 U.S.C. 78f) is amended by adding at the end the following: Except as otherwise prohibited or restricted by rules of the exchange that are consistent with section 5(d) of the Investment Company Act of 1940 (15 U.S.C. 80a–5(d)), an exchange may not prohibit, condition, restrict, or impose any other limitation on the listing or trading of the securities of a closed-end company when the closed-end company invests, or may invest, some or all of the assets of the closed-end company in securities issued by private funds. In this subsection— the term closed-end company— has the meaning given the term in section 5(a) of the Investment Company Act of 1940 (15 U.S.C. 80a–5(a)); and includes a closed-end company that elects to be treated as a business development company pursuant to section 54 of the Investment Company Act of 1940 (15 U.S.C. 80a–53); and the term private fund has the meaning given in section 202(a) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–2(a)). Section 3(c) of the Investment Company Act of 1940 (15 U.S.C. 80a–3(c)) is amended— in paragraph (1), in the matter preceding subparagraph (A), in the second sentence, by striking subparagraphs (A)(i) and (B)(i) and inserting subparagraphs (A)(i), (B)(i), and (C); and in paragraph (7)(D), by striking subparagraphs (A)(i) and (B)(i) and inserting subparagraphs (A)(i), (B)(i), and (C). Nothing in this section or the amendments made by this section may be construed to limit or amend any fiduciary duty owed to a closed-end company (as defined in section 5(a)(2) of the Investment Company Act of 1940 (15 U.S.C. 80a–5(a)(2))) or by an investment adviser (as defined under section 2(a) of the Investment Company Act of 1940 (15 U.S.C. 80a–2(a))) to a closed-end company. Nothing in this section or the amendments made by this section may be construed to limit or amend the valuation, liquidity, or redemption requirements or obligations of a closed-end company (as defined in section 5(a)(2) of the Investment Company Act of 1940 (15 U.S.C. 80a–5(a)(2))) as required by the Investment Company Act of 1940. (d)Closed-end company authority to invest in private funds (1)In generalExcept as otherwise prohibited or restricted by this Act (or any rule issued under this Act), the Commission may not prohibit or otherwise limit a closed-end company from investing any or all of the assets of the closed-end company in securities issued by private funds. (2)Other restrictions on Commission authorityExcept as otherwise prohibited or restricted by this Act (or any rule issued under this Act), the Commission may not impose any condition on, restrict, or otherwise limit— (A)the offer to sell, or the sale of, securities issued by a closed-end company that invests, or proposes to invest, in securities issued by private funds; or (B)the listing of the securities of a closed-end company described in subparagraph (A) on a national securities exchange. (3)Unrelated restrictionsThe Commission may impose a condition on, restrict, or otherwise limit an activity described in paragraph (1) or subparagraph (A) or (B) of paragraph (2) if that condition, restriction, or limitation is unrelated to the underlying characteristics of a private fund or the status of a private fund as a private fund. (4)Rule of applicationNotwithstanding section 6(f), this subsection shall also apply to a closed-end company that elects to be treated as a business development company pursuant to section 54.. (55)The term private fund has the meaning given in section 202(a) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–2(a)).. (m) (1)Except as otherwise prohibited or restricted by rules of the exchange that are consistent with section 5(d) of the Investment Company Act of 1940 (15 U.S.C. 80a–5(d)), an exchange may not prohibit, condition, restrict, or impose any other limitation on the listing or trading of the securities of a closed-end company when the closed-end company invests, or may invest, some or all of the assets of the closed-end company in securities issued by private funds. (2)In this subsection— (A)the term closed-end company— (i)has the meaning given the term in section 5(a) of the Investment Company Act of 1940 (15 U.S.C. 80a–5(a)); and (ii)includes a closed-end company that elects to be treated as a business development company pursuant to section 54 of the Investment Company Act of 1940 (15 U.S.C. 80a–53); and (B)the term private fund has the meaning given in section 202(a) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–2(a))..

303. Encouraging public offerings Section 5(d) of the Securities Act of 1933 (15 U.S.C. 77e(d)) is amended— by striking Notwithstanding and inserting the following: Notwithstanding by striking an emerging growth company or any person authorized to act on behalf of an emerging growth company and inserting an issuer or any person authorized to act on behalf of an issuer; and by adding at the end the following: The Commission may promulgate regulations, subject to public notice and comment, to impose such other terms, conditions, or requirements on the engaging in oral or written communications described under paragraph (1) by an issuer other than an emerging growth company as the Commission determines appropriate. Prior to any rulemaking described under subparagraph (A), the Commission shall submit to Congress a report containing a list of the findings supporting the basis of the rulemaking. Section 6(e) of the Securities Act of 1933 (15 U.S.C. 77f(e)) is amended— in the heading, by striking Emerging Growth Companies and inserting Confidential review of draft registration statements; by redesignating paragraph (2) as paragraph (3); and by striking paragraph (1) and inserting the following: Any issuer may, with respect to an initial public offering, initial registration of a security of the issuer under section 12(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(b)), or follow-on offering, confidentially submit to the Commission a draft registration statement, for confidential nonpublic review by the staff of the Commission prior to public filing, provided that the initial confidential submission and all amendments thereto shall be publicly filed with the Commission not later than— in the case of an initial public offering, 10 days before the effective date of such registration statement; in the case of an initial registration of a security of the issuer under such section 12(b), 10 days before listing on an exchange; or in the case of any offering after an initial public offering or an initial registration under such section 12(b), 48 hours before the effective date of such registration statement. The Commission may promulgate regulations, subject to public notice and comment, to impose such other terms, conditions, or requirements on the submission of draft registration statements described under this subsection by an issuer other than an emerging growth company as the Commission determines appropriate. Prior to any rulemaking described under subparagraph (A), the Commission shall submit to Congress a report containing a list of the findings supporting the basis of the rulemaking. (1)In generalNotwithstanding; (2)Additional requirements (A)In generalThe Commission may promulgate regulations, subject to public notice and comment, to impose such other terms, conditions, or requirements on the engaging in oral or written communications described under paragraph (1) by an issuer other than an emerging growth company as the Commission determines appropriate. (B)Report to CongressPrior to any rulemaking described under subparagraph (A), the Commission shall submit to Congress a report containing a list of the findings supporting the basis of the rulemaking.. (1)In generalAny issuer may, with respect to an initial public offering, initial registration of a security of the issuer under section 12(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(b)), or follow-on offering, confidentially submit to the Commission a draft registration statement, for confidential nonpublic review by the staff of the Commission prior to public filing, provided that the initial confidential submission and all amendments thereto shall be publicly filed with the Commission not later than— (A)in the case of an initial public offering, 10 days before the effective date of such registration statement; (B)in the case of an initial registration of a security of the issuer under such section 12(b), 10 days before listing on an exchange; or (C)in the case of any offering after an initial public offering or an initial registration under such section 12(b), 48 hours before the effective date of such registration statement. (2)Additional requirements (A)In generalThe Commission may promulgate regulations, subject to public notice and comment, to impose such other terms, conditions, or requirements on the submission of draft registration statements described under this subsection by an issuer other than an emerging growth company as the Commission determines appropriate. (B)Report to CongressPrior to any rulemaking described under subparagraph (A), the Commission shall submit to Congress a report containing a list of the findings supporting the basis of the rulemaking..

306. Expanding WKSI eligibility For purposes of the Federal securities laws, and regulations issued thereunder, an issuer shall be a well-known seasoned issuer if— the aggregate market value of the voting and non-voting common equity held by non-affiliates of the issuer is $400,000,000 or more (as determined under Form S–3 general instruction I.B.1. as in effect on the date of enactment of this Act); and the issuer otherwise satisfies the requirements of the definition of well-known seasoned issuer contained in section 230.405 of title 17, Code of Federal Regulations (as in effect on the date of enactment of this Act) without reference to any requirement in such definition relating to minimum worldwide market value of outstanding voting and non-voting common equity held by non-affiliates. The Securities and Exchange Commission shall, not later than 90 days after the end of each calendar year, publish the total number of applications submitted during such calendar year where the applicant— submitted the application under section 230.405 of title 17, Code of Federal Regulations, for a determination by the Commission that the applicant not be considered an ineligible issuer under such section; requested such determination in order to meet the definition of a well-known seasoned issuer under such section; and withdrew the application.

307. Enhancing multi-class share disclosures Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n) is amended by adding at the end the following: The Commission shall, by rule, require each issuer with a multi-class share structure to disclose the information described in paragraph (2) in any proxy or consent solicitation material for an annual meeting of the shareholders of the issuer, or any other filing as the Commission determines appropriate. A disclosure made under paragraph (1) shall include, with respect to each person who is a director, director nominee, or named executive officer of the issuer, or who is the beneficial owner of securities with 5 percent or more of the total combined voting power of all classes of securities entitled to vote in the election of directors— the number of shares of all classes of securities entitled to vote in the election of directors beneficially owned by such person, expressed as a percentage of the total number of the outstanding securities of the issuer entitled to vote in the election of directors; and the amount of voting power held by such person, expressed as a percentage of the total combined voting power of all classes of the securities of the issuer entitled to vote in the election of directors. In this subsection, the term multi-class share structure means a capitalization structure that contains 2 or more types of securities that have differing amounts of voting rights in the election of directors. (l)Disclosure relating to multi-class share structures (1)DisclosureThe Commission shall, by rule, require each issuer with a multi-class share structure to disclose the information described in paragraph (2) in any proxy or consent solicitation material for an annual meeting of the shareholders of the issuer, or any other filing as the Commission determines appropriate. (2)Content of disclosureA disclosure made under paragraph (1) shall include, with respect to each person who is a director, director nominee, or named executive officer of the issuer, or who is the beneficial owner of securities with 5 percent or more of the total combined voting power of all classes of securities entitled to vote in the election of directors— (A)the number of shares of all classes of securities entitled to vote in the election of directors beneficially owned by such person, expressed as a percentage of the total number of the outstanding securities of the issuer entitled to vote in the election of directors; and (B)the amount of voting power held by such person, expressed as a percentage of the total combined voting power of all classes of the securities of the issuer entitled to vote in the election of directors. (3)Multi-class share structureIn this subsection, the term multi-class share structure means a capitalization structure that contains 2 or more types of securities that have differing amounts of voting rights in the election of directors..