,,ii #aaeth ,,congress #b;d ,session ,s4 #cbac ,,in ,,the ,,senate ,,of ,,the ,,united ,,states ,july #af1 #bjah,mr4 ,bennet 7for himself and ,mr4 ,heller7 introduced the following bill2 which was read twice and referred to the ,committee on ,banking1 ,housing1 and ,urban ,affairs ,a ,,bill ,to amend the ,securities ,act of #aicc to subject crowdfunding vehicles to the jurisdiction of the ,securities and ,exchange ,commission1 and for other purposes4 #a4 ,short title ,this ,act may be cited as the ,crowdfunding ,amendments ,act4 #b4 ,crowdfunding vehicles 7a7 ,amendments to the ,securities ,act of #aicc ,the ,securities ,act of #aicc 7#ae ,u4,s4,c4 #gg;a et seq47 is amended-- 7#a7 in section #b7;a7 7#ae ,u4,s4,c4 #gg;b7a771 by adding at the end the following3 7#bj7 ,the term crowdfunding vehicle has the meaning given the term in section #c7;c77#ae77;,b7 of the ,investment ,company ,act of #aidj 7#ae ,u4,s4,c4 #hj;a-#c7;c77#ae77;,b774 2 7#b7 in section #d7;a77#f7 7#ae ,u4,s4,c4 #gg;d7a77#f77-- 7,a7 in subparagraph 7,a7-- 7i7 by inserting 1 other than a crowdfunding vehicle1 after sold to all investors2 and 7ii7 by inserting other than a crowdfunding vehicle1 after the issuer12 and 7,b7 in subparagraph 7,b71 in the matter preceding clause 7i71 by inserting 1 other than a crowdfunding vehicle1 after any investor2 and 7#c7 in section #d;,a7f7 7#ae ,u4,s4,c4 #gg;d-#a7;f77-- 7,a7 in the matter preceding paragraph 7#a71 by striking ,section #d7f7 and inserting ,section #d7;a77#f72 and 7,b7 in paragraph 7#c71 by inserting by any of paragraphs 7#a7 through 7#ad7 of before section #c7;c74 7b7 ,amendments to the ,investment ,company ,act of #aidj ,section #c7;c7 of the ,investment ,company ,act of #aidj 7#ae ,u4,s4,c4 #hj;a-#c7;c77 is amended by adding at the end the following3 7#ae7 7,a7 ,any crowdfunding vehicle4 7,b7 ,for purposes of this paragraph1 the term crowdfunding vehicle means a company-- 7i7 the purpose of which 7as set forth in the organizational documents of the company7 is limited to acquiring1 holding1 and disposing of securities issued by a single company in #a or more transactions made under section #d7;a77#f7 of the ,securities ,act of #aicc 7#ae ,u4,s4,c4 #gg;d7a77#f772 7ii7 that issues only #a class of securities2 7iii7 that receives no compensation in connection with the acquisition1 holding1 or disposition of securities described in clause 7i72 7iv7 no investment adviser or associated person of which receives any compensation on the basis of a share of capital gains upon1 or capital appreciation of1 any portion of the funds of an investor of the company2 7v7 the securities of which have been issued in a transaction made under section #d7;a77#f7 of the ,securities ,act of #aicc 7#ae ,u4,s4,c4 #gg;d7a77#f771 where both the crowdfunding vehicle and the company whose securities the crowdfunding vehicle holds are co-issuers2 7vi7 that is current with respect to ongoing reporting requirements under section #bbg4bjb of title #ag1 ,code of ,federal ,regulations1 or any successor regulation2 7vii7 that holds securities of a company that is subject to ongoing reporting requirements under section #bbg4bjb of title #ag1 ,code of ,federal ,regulations1 or any successor regulation2 and 7viii7 that is advised by an investment adviser that is-- 7,i7 registered under the ,investment ,advisers ,act of #aidj 7#ae ,u4,s4,c4 #hj;b-#a et seq472 and 7,,ii7 required to-- 7aa7 disclose to the investors of the company any fees charged by the investment adviser2 and 7bb7 obtain approval from a majority of the investors of the company with respect to any increase in the fees described in item 7aa74 4 7c7 ,amendments to the ,investment ,advisers ,act of #aidj ,the ,investment ,advisers ,act of #aidj 7#ae ,u4,s4,c4 #hj;b-#a et seq47 is amended-- 7#a7 in section #bjb7;a7 7#ae ,u4,s4,c4 #hj;b-#b7;a77-- 7,a7 by redesignating the second paragraph 7#bi7 as paragraph 7#ca72 and 7,b7 by adding at the end the following3 7#cb7 ,the term crowdfunding vehicle has the meaning given the term in section #c7;c77#ae77;,b7 of the ,investment ,company ,act of #aidj 7#ae ,u4,s4,c4 #hj;a-#c7;c77#ae77;,b774 7#cc7 7,a7 ,the term crowdfunding vehicle adviser means an investment adviser that acts as an investment adviser solely with respect to crowdfunding vehicles4 7,b7 ,a determination1 for the purposes of subparagraph 7,a71 regarding whether an investment adviser acts as an investment adviser solely with respect to crowdfunding vehicles shall not include any consideration of the activity of any affiliate of the investment adviser4 2 7#b7 in section #bjc 7#ae ,u4,s4,c4 #hj;b-#c71 by adding at the end the following3 7o7 ,crowdfunding vehicle advisers 7#a7 ,in general ,a crowdfunding vehicle adviser shall be required to register under this section4 7#b7 ,tailored requirements ,as necessary or appropriate in the public interest and for the protection of investors1 and to promote efficiency1 competition1 and capital formation1 the ,commission may tailor the requirements under section #bge4bjf7d7-b of title #ag1 ,code of ,federal ,regulations1 with respect to the application of those requirements to a crowdfunding vehicle adviser4 2 and 7#c7 in section #bjc;,a7a7 7#ae ,u4,s4,c4 #hj;b-#c;a7a77-- 7,a7 in paragraph 7#a7-- 7i7 in subparagraph 7,a71 by striking or at the end2 7ii7 in subparagraph 7,b71 by striking the period at the end and inserting 2 or2 and 7iii7 by adding at the end the following3 7,c7 is a crowdfunding vehicle adviser4 2 and 7,b7 in paragraph 7#b7-- 7i7 in subparagraph 7,a71 by inserting a crowdfunding vehicle adviser1 after unless the investment adviser is2 and 7ii7 in subparagraph 7,b77ii71 in the matter preceding subclause 7,i71 by inserting except with respect to a crowdfunding vehicle adviser1 before has assets4 #c4 ,crowdfunding exemption from registration ,section #ab7;g77#f7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #ghl7g77#f77 is amended-- 7#a7 by striking ,the ,commission and inserting the following3 7,a7 ,in general ,the ,commission 2 7#b7 in subparagraph 7,a71 as so designated1 by striking section #d7f7 and inserting section #d7;a77#f72 and 7#c7 by adding at the end the following3 7,b7 ,treatment of securities issued by certain issuers 7i7 ,in general ,an exemption under subparagraph 7,a7 shall be unconditional for securities offered by an issuer that had a public float of less than #ge1jjj1jjj1 as of the last business day of the most recently completed semiannual period of the issuer1 which shall be calculated in accordance with clause 7ii74 7ii7 ,calculation 7,i7 ,in general ,a public float described in clause 7i7 shall be calculated by multiplying the aggregate worldwide number of shares of the common equity securities of an issuer that are held by non-affiliates by the price at which those securities were last sold 7or the average bid and asked prices of those securities7 in the principal market for those securities4 7,,ii7 ,calculation of zero ,if a public float calculation under subclause 7,i7 with respect to an issuer is zero1 an exemption under subparagraph 7,a7 shall be unconditional for securities offered by the issuer if the issuer had annual revenues of less than #ej1jjj1jjj1 as of the most recently completed fiscal year of the issuer4 4