#aaeth ,,congress #b;d ,session ,in the ,house of ,representatives1 ,u4 ,s41 ,july #ag1 #bjah ,,amendments3 ,that the bill from the ,senate 7,s4 #dhh7 entitled ,an ,act to increase the threshold for disclosures required by the ,securities and ,exchange ,commission relating to compensatory benefit plans1 and for other purposes41 do pass with the following ,strike out all after the enacting clause and insert3 #a4 ,short title2 table of contents 7a7 ,short title ,this ,act may be cited as the ,,jobs and ,investor ,confidence ,act of #bjah4 7b7 ,table of contents ,the table of contents for this ,act is as follows3 ,sec4 #a4 ,short title2 table of contents4 ,title ,i--,helping ,angels ,lead ,our ,startups ,sec4 #aja4 ,definition of angel investor group4 ,sec4 #ajb4 ,clarification of general solicitation4 ,title ,,ii--,credit ,access and ,inclusion ,sec4 #bja4 ,positive credit reporting permitted4 ,title ,,iii--,small ,business ,mergers1 ,acquisitions1 ,sales1 and ,brokerage ,simplification ,sec4 #cja4 ,registration exemption for merger and acquisition brokers4 ,sec4 #cjb4 ,effective date4 ,title ,,iv--,fair ,investment ,opportunities for ,professional ,experts ,sec4 #dja4 ,definition of accredited investor4 ,title ,v--,fostering ,innovation ,sec4 #eja4 ,temporary exemption for low-revenue issuers4 ,title ,,vi--,end ,banking for ,human ,traffickers ,sec4 #fja4 ,increasing the role of the financial industry in combating human trafficking4 ,sec4 #fjb4 ,coordination of human trafficking issues by the ,office of ,terrorism and ,financial ,intelligence4 ,sec4 #fjc4 ,additional reporting requirement under the ,trafficking ,victims ,protection ,act of #bjjj4 ,sec4 #fjd4 ,minimum standards for the elimination of trafficking4 ,title ,,vii--,investing in ,main ,street ,sec4 #gja4 ,investment in small business investment companies4 ,title ,,viii--,exchange ,regulatory ,improvement ,sec4 #hja4 ,findings4 ,sec4 #hjb4 ,facility defined4 ,title ,,ix--,encouraging ,public ,offerings ,sec4 #ija4 ,expanding testing the waters and confidential submissions4 ,title ,x--,family ,office ,technical ,correction ,sec4 #ajja4 ,accredited investor clarification4 ,title ,,xi--,expanding ,access to ,capital for ,rural ,job ,creators ,sec4 #aaja4 ,access to capital for rural-area small businesses4 ,title ,,xii--,financial ,institution ,living ,will ,improvement ,sec4 #abja4 ,living will reforms4 ,title ,,xiii--,prevention of ,private ,information ,dissemination ,sec4 #acja4 ,criminal penalty for unauthorized disclosures4 ,title ,,xiv--,international ,insurance ,standards ,sec4 #adja4 ,short title4 ,sec4 #adjb4 ,congressional findings4 ,sec4 #adjc4 ,requirement that insurance standards reflect ,united ,states policy4 ,sec4 #adjd4 ,state insurance regulator involvement in international standard setting4 ,sec4 #adje4 ,consultation with ,congress4 ,sec4 #adjf4 ,report to ,congress on international insurance agreements4 ,sec4 #adjg4 ,covered agreements4 ,sec4 #adjh4 ,inapplicability to trade agreements4 ,title ,,xv--,alleviating ,stress ,test ,burdens to ,help ,investors ,sec4 #aeja4 ,stress test relief for nonbanks4 ,title ,,xvi--,national ,strategy for ,combating the ,financing of ,transnational ,criminal ,organizations ,sec4 #afja4 ,national strategy4 ,sec4 #afjb4 ,contents of national strategy4 ,sec4 #afjc4 ,definitions4 ,title ,,xvii--,common ,sense ,credit ,union ,capital ,relief ,sec4 #agja4 ,delay in effective date4 ,title ,,xviii--,options ,markets ,stability ,sec4 #ahja4 ,rulemaking4 ,sec4 #ahjb4 ,report to ,congress4 ,title ,,xix--,cooperate with ,law ,enforcement ,agencies and ,watch ,sec4 #aija4 ,safe harbor with respect to keep open letters4 ,title ,,xx--,main ,street ,growth ,sec4 #bjja4 ,venture exchanges4 ,title ,,xxi--,building ,up ,independent ,lives and ,dreams ,sec4 #baja4 ,mortgage loan transaction disclosure requirements4 ,title ,,xxii--,modernizing ,disclosures for ,investors ,sec4 #bbja4 ,form #aj-,q analysis4 ,title ,,xxiii--,fight ,illicit ,networks and ,detect ,trafficking ,sec4 #bcja4 ,findings4 ,sec4 #bcjb4 ,,gao ,study4 ,title ,,xxiv--,improving ,investment ,research for ,small and ,emerging ,issuers ,sec4 #bdja4 ,research study4 ,title ,,xxv--,developing and ,empowering our ,aspiring ,leaders ,sec4 #beja4 ,definitions4 ,title ,,xxvi--,expanding ,investment in ,small ,businesses ,sec4 #bfja4 ,,sec study4 ,title ,,xxvii--,promoting ,transparent ,standards for ,corporate ,insiders ,sec4 #bgja4 ,,sec study4 ,title ,,xxviii--,investment ,adviser ,regulatory ,flexibility ,improvement ,sec4 #bhja4 ,definition of small business of small organization4 ,title ,,xxix--,enhancing ,multi-,class ,share ,disclosures ,sec4 #bija4 ,disclosure ,relating to ,multi-,class ,share ,structures4 ,title ,,xxx--,national ,senior ,investor ,initiative ,sec4 #cjja4 ,senior ,investor ,taskforce4 ,sec4 #cjjb4 ,,gao study4 ,title ,,xxxi--,middle ,market ,,ipo ,underwriting ,cost ,sec4 #caja4 ,study on ,,ipo fees4 ,title ,,xxxii--,crowdfunding ,amendments ,sec4 #cbja4 ,crowdfunding vehicles4 ,sec4 #cbjb4 ,crowdfunding exemption from registration4 ,i ,helping ,angels ,lead ,our ,startups #aja4 ,definition of angel investor group ,as used in this title1 the term angel investor group means any group that-- 7#a7 is composed of accredited investors interested in investing personal capital in early-stage companies2 7#b7 holds regular meetings and has defined processes and procedures for making investment decisions1 either individually or among the membership of the group as a whole2 and 7#c7 is neither associated nor affiliated with brokers1 dealers1 or investment advisers4 #ajb4 ,clarification of general solicitation 7a7 ,in general ,not later than #f months after the date of enactment of this ,act1 the ,securities and ,exchange ,commission shall revise ,regulation ,d of its rules 7#ag ,,cfr #bcj4ejj et seq47 to require that in carrying out the prohibition against general solicitation or general advertising contained in section #bcj4ejb7;c7 of title #ag1 ,code of ,federal ,regulations1 the prohibition shall not apply to a presentation or other communication made by or on behalf of an issuer which is made at an event-- 7#a7 sponsored by-- 7,a7 the ,united ,states or any territory thereof1 by the ,district of ,columbia1 by any ,state1 by a political subdivision of any ,state or territory1 or by any agency or public instrumentality of any of the foregoing2 7,b7 a college1 university1 or other institution of higher education2 7,c7 a nonprofit organization2 7,d7 an angel investor group2 7,e7 a venture forum1 venture capital association1 or trade association2 or 7,f7 any other group1 person or entity as the ,securities and ,exchange ,commission may determine by rule2 7#b7 where any advertising for the event does not reference any specific offering of securities by the issuer2 7#c7 the sponsor of which-- 7,a7 does not make investment recommendations or provide investment advice to event attendees2 7,b7 does not engage in an active role in any investment negotiations between the issuer and investors attending the event2 7,c7 does not charge event attendees any fees other than administrative fees2 7,d7 does not receive any compensation for making introductions between investors attending the event and issuers1 or for investment negotiations between such parties2 7,e7 makes readily available to attendees a disclosure not longer than one page in length1 as prescribed by the ,securities and ,exchange ,commission1 describing the nature of the event and the risks of investing in the issuers presenting at the event2 and 7,f7 does not receive any compensation with respect to such event that would require registration of the sponsor as a broker or a dealer under the ,securities ,exchange ,act of #aicd1 or as an investment advisor under the ,investment ,advisers ,act of #aidj2 and 7#d7 where no specific information regarding an offering of securities by the issuer is communicated or distributed by or on behalf of the issuer1 other than-- 7,a7 that the issuer is in the process of offering securities or planning to offer securities2 7,b7 the type and amount of securities being offered2 7,c7 the amount of securities being offered that have already been subscribed for2 and 7,d7 the intended use of proceeds of the offering4 7b7 ,rule of construction ,subsection 7a7 may only be construed as requiring the ,securities and ,exchange ,commission to amend the requirements of ,regulation ,d with respect to presentations and communications1 and not with respect to purchases or sales4 7c7 ,no pre-,existing substantive relationship by reason of event ,attendance at an event described under subsection 7a7 shall not qualify1 by itself1 as establishing a pre-existing substantive relationship between an issuer and a purchaser1 for purposes of ,rule #ejf7;b74 7d7 ,definition of issuer ,for purposes of this section and the revision of rules required under this section1 the term issuer means an issuer that is a business1 is not in bankruptcy or receivership1 is not an investment company1 and is not a blank check1 blind pool1 or shell company4 ,,ii ,credit ,access and ,inclusion #bja4 ,positive credit reporting permitted 7a7 ,in general ,section #fbc of the ,fair ,credit ,reporting ,act 7#ae ,u4,s4,c4 #afhas-#b7 is amended by adding at the end the following new subsection3 7f7 ,full-,file credit reporting 7#a7 ,in general ,subject to the limitations in paragraphs 7#b7 through 7#d7 and notwithstanding any other provision of law1 a person or the ,secretary of ,housing and ,urban ,development may furnish to a consumer reporting agency information relating to the performance of a consumer in making payments-- 7,a7 under a lease agreement with respect to a dwelling1 including such a lease in which the ,department of ,housing and ,urban ,development provides subsidized payments for occupancy in a dwelling2 or 7,b7 pursuant to a contract for a utility or telecommunications service4 7#b7 ,limitation ,information about a consumer's usage of any utility services provided by a utility or telecommunication firm may be furnished to a consumer reporting agency only to the extent that such information relates to payment by the consumer for the services of such utility or telecommunication service or other terms of the provision of the services to the consumer1 including any deposit1 discount1 or conditions for interruption or termination of the services4 7#c7 ,payment plan ,an energy utility firm1 telephone company1 or wireless provider may not report payment information to a consumer reporting agency with respect to an outstanding balance of a consumer as late if-- 7,a7 the energy utility firm1 telephone company1 or wireless provider and the consumer have entered into a payment plan 7including a deferred payment agreement1 an arrearage management program1 or a debt forgiveness program7 with respect to such outstanding balance2 and 7,b7 the consumer is meeting the obligations of the payment plan1 as determined by the energy utility firm1 telephone company1 or wireless provider4 7#d7 ,relation to ,state ,law ,notwithstanding section #fbe1 this subsection shall not preempt any law of a ,state with respect to furnishing to a consumer reporting agency information relating to the performance of a consumer in making payments pursuant to a contract for a utility or telecommunications service4 7#e7 ,definitions ,in this subsection1 the following definitions shall apply3 7,a7 ,energy utility firm ,the term energy utility firm means an entity that provides gas or electric utility services to the public4 7,b7 ,utility or telecommunication firm ,the term utility or telecommunication firm means an entity that provides utility services to the public through pipe1 wire1 landline1 wireless1 cable1 or other connected facilities1 or radio1 electronic1 or similar transmission 7including the extension of such facilities74 4 7b7 ,limitation on liability ,section #fbc7;c7 of the ,consumer ,credit ,protection ,act 7#ae ,u4,s4,c4 #afhas-#b7;c77 is amended-- 7#a7 in paragraph 7#b71 by striking or at the end2 7#b7 by redesignating paragraph 7#c7 as paragraph 7#d72 and 7#c7 by inserting after paragraph 7#b7 the following new paragraph3 7#c7 subsection 7f7 of this section1 including any regulations issued thereunder2 or 4 7c7 ,,hud ,rulemaking ,not later than the end of the #h-month period following the date of the enactment of this ,act1 the ,secretary of ,housing and ,urban ,development shall issue regulations directing public housing agencies to develop procedures and capacity to-- 7#a7 ensure the complete and accurate reporting of data regarding tenants of public housing and families assisted under section #h of the ,united ,states ,housing ,act of #aicg 7#db ,u4,s4,c4 #adcg;f7 when furnishing information to a consumer reporting agency pursuant to section #fbc7;f7 of the ,fair ,credit ,reporting ,act2 and 7#b7 handle complaints with respect to such reporting4 7d7 ,,gao study and report ,not later than #b years after the date that final rules are issued pursuant to subsection 7c71 the ,comptroller ,general of the ,united ,states shall submit to ,congress a report on the impact of furnishing information pursuant to subsection 7f7 of section #fbc of the ,fair ,credit ,reporting ,act 7#ae ,u4,s4,c4 #afhas-#b7 7as added by this section7 on consumers4 7e7 ,applicability ,the amendment by subsection 7a7 shall not apply to a consumer in connection with a lease in which the ,department of ,housing and ,urban ,development provides subsidized payments for occupancy in a dwelling until the date on which final rules are issued pursuant to subsection 7c74 ,,iii ,small ,business ,mergers1 ,acquisitions1 ,sales1 and ,brokerage ,simplification #cja4 ,registration exemption for merger and acquisition brokers ,section #ae7;b7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gho7b77 is amended by adding at the end the following3 7#ac7 ,registration exemption for merger and acquisition brokers 7,a7 ,in general ,except as provided in subparagraph 7,b71 an ,m,a broker shall be exempt from registration under this section4 7,b7 ,excluded activities ,an ,m,a broker is not exempt from registration under this paragraph if such broker does any of the following3 7i7 ,directly or indirectly1 in connection with the transfer of ownership of an eligible privately held company1 receives1 holds1 transmits1 or has custody of the funds or securities to be exchanged by the parties to the transaction4 7ii7 ,engages on behalf of an issuer in a public offering of any class of securities that is registered1 or is required to be registered1 with the ,commission under section #ab or with respect to which the issuer files1 or is required to file1 periodic information1 documents1 and reports under subsection 7d74 7iii7 ,engages on behalf of any party in a transaction involving a shell company1 other than a business combination related shell company4 7iv7 ,directly1 or indirectly through any of its affiliates1 provides financing related to the transfer of ownership of an eligible privately held company4 7v7 ,assists any party to obtain financing from an unaffiliated third party without-- 7,i7 complying with all other applicable laws in connection with such assistance1 including1 if applicable1 ,regulation ,t 7#ab ,,cfr #bbj et seq472 and 7,,ii7 disclosing any compensation in writing to the party4 7vi7 ,represents both the buyer and the seller in the same transaction without providing clear written disclosure as to the parties the broker represents and obtaining written consent from both parties to the joint representation4 7vii7 ,facilitates a transaction with a group of buyers formed with the assistance of the ,m,a broker to acquire the eligible privately held company4 7viii7 ,engages in a transaction involving the transfer of ownership of an eligible privately held company to a passive buyer or group of passive buyers4 ,for purposes of the preceding sentence1 a buyer that is actively involved in managing the acquired company is not a passive buyer1 regardless of whether such buyer is itself owned by passive beneficial owners4 7ix7 ,binds a party to a transfer of ownership of an eligible privately held company4 7,c7 ,disqualifications ,an ,m,a broker is not exempt from registration under this paragraph if such broker is subject to-- 7i7 suspension or revocation of registration under paragraph 7#d72 7ii7 a statutory disqualification described in section #c7;a77#ci72 7iii7 a disqualification under the rules adopted by the ,commission under section #ibf of the ,investor ,protection and ,securities ,reform ,act of #bjaj 7#ae ,u4,s4,c4 #gg;d note72 or 7iv7 a final order described in paragraph 7#d77;,h74 7,d7 ,rule of construction ,nothing in this paragraph shall be construed to limit any other authority of the ,commission to exempt any person1 or any class of persons1 from any provision of this title1 or from any provision of any rule or regulation thereunder4 7,e7 ,definitions ,in this paragraph3 7i7 ,business combination related shell company ,the term business combination related shell company means a shell company that is formed by an entity that is not a shell company-- 7,i7 solely for the purpose of changing the corporate domicile of that entity solely within the ,united ,states2 or 7,,ii7 solely for the purpose of completing a business combination transaction 7as defined under section #bcj4afe7;f7 of title #ag1 ,code of ,federal ,regulations7 among one or more entities other than the company itself1 none of which is a shell company4 7ii7 ,control ,the term control means the power1 directly or indirectly1 to direct the management or policies of a company1 whether through ownership of securities1 by contract1 or otherwise4 ,there is a presumption of control for any person who-- 7,i7 is a director1 general partner1 member or manager of a limited liability company1 or corporate officer of a corporation or limited liability company1 and exercises executive responsibility 7or has similar status or functions72 7,,ii7 has the right to vote #be percent or more of a class of voting securities or the power to sell or direct the sale of #be percent or more of a class of voting securities2 or 7,,iii7 in the case of a partnership or limited liability company1 has the right to receive upon dissolution1 or has contributed1 #be percent or more of the capital4 7iii7 ,eligible privately held company ,the term eligible privately held company means a privately held company that meets both of the following conditions3 7,i7 ,the company does not have any class of securities registered1 or required to be registered1 with the ,commission under section #ab or with respect to which the company files1 or is required to file1 periodic information1 documents1 and reports under subsection 7d74 7,,ii7 ,in the fiscal year ending immediately before the fiscal year in which the services of the ,m,a broker are initially engaged with respect to the securities transaction1 the company meets either or both of the following conditions 7determined in accordance with the historical financial accounting records of the company73 7aa7 ,the earnings of the company before interest1 taxes1 depreciation1 and amortization are less than #be1jjj1jjj4 7bb7 ,the gross revenues of the company are less than #bej1jjj1jjj4 ,for purposes of this subclause1 the ,commission may by rule modify the dollar figures if the ,commission determines that such a modification is necessary or appropriate in the public interest or for the protection of investors4 7iv7 ,m,a broker ,the term ,m,a broker means a broker1 and any person associated with a broker1 engaged in the business of effecting securities transactions solely in connection with the transfer of ownership of an eligible privately held company1 regardless of whether the broker acts on behalf of a seller or buyer1 through the purchase1 sale1 exchange1 issuance1 repurchase1 or redemption of1 or a business combination involving1 securities or assets of the eligible privately held company1 if the broker reasonably believes that-- 7,i7 upon consummation of the transaction1 any person acquiring securities or assets of the eligible privately held company1 acting alone or in concert1 will control and1 directly or indirectly1 will be active in the management of the eligible privately held company or the business conducted with the assets of the eligible privately held company2 and 7,,ii7 if any person is offered securities in exchange for securities or assets of the eligible privately held company1 such person will1 prior to becoming legally bound to consummate the transaction1 receive or have reasonable access to the most recent fiscal year-end financial statements of the issuer of the securities as customarily prepared by the management of the issuer in the normal course of operations and1 if the financial statements of the issuer are audited1 reviewed1 or compiled1 any related statement by the independent accountant1 a balance sheet dated not more than #abj days before the date of the offer1 and information pertaining to the management1 business1 results of operations for the period covered by the foregoing financial statements1 and material loss contingencies of the issuer4 7v7 ,shell company ,the term shell company means a company that at the time of a transaction with an eligible privately held company-- 7,i7 has no or nominal operations2 and 7,,ii7 has-- 7aa7 no or nominal assets2 7bb7 assets consisting solely of cash and cash equivalents2 or 7cc7 assets consisting of any amount of cash and cash equivalents and nominal other assets4 7,f7 ,inflation adjustment 7i7 ,in general ,on the date that is #e years after the date of the enactment of this paragraph1 and every #e years thereafter1 each dollar amount in subparagraph 7,e77ii77,,ii7 shall be adjusted by-- 7,i7 dividing the annual value of the ,employment ,cost ,index ,for ,wages and ,salaries1 ,private ,industry ,workers 7or any successor index71 as published by the ,bureau of ,labor ,statistics1 for the calendar year preceding the calendar year in which the adjustment is being made by the annual value of such index 7or successor7 for the calendar year ending ,december #ca1 #bjab2 and 7,,ii7 multiplying such dollar amount by the quotient obtained under subclause 7,i74 7ii7 ,rounding ,each dollar amount determined under clause 7i7 shall be rounded to the nearest multiple of #ajj1jjj4 4 #cjb4 ,effective date ,the amendment made by this title shall take effect on the date that is #ij days after the date of the enactment of this ,act4 ,,iv ,fair ,investment ,opportunities for ,professional ,experts #dja4 ,definition of accredited investor 7a7 ,in general ,section #b7;a77#ae7 of the ,securities ,act of #aicc 7#ae ,u4,s4,c4 #gg;b7a77#ae77 is amended-- 7#a7 by redesignating clauses 7i7 and 7ii7 as subparagraphs 7,a7 and 7,f71 respectively2 and 7#b7 in subparagraph 7,a7 7as so redesignated71 by striking 2 or and inserting a semicolon1 and inserting after such subparagraph the following3 7,b7 any natural person whose individual net worth1 or joint net worth with that person's spouse1 exceeds #a1jjj1jjj 7which amount1 along with the amounts set forth in subparagraph 7,c71 shall be adjusted for inflation by the ,commission every #e years to the nearest #aj1jjj to reflect the change in the ,consumer ,price ,index for ,all ,urban ,consumers published by the ,bureau of ,labor ,statistics7 where1 for purposes of calculating net worth under this subparagraph-- 7i7 the person's primary residence shall not be included as an asset2 7ii7 indebtedness that is secured by the person's primary residence1 up to the estimated fair market value of the primary residence at the time of the sale of securities1 shall not be included as a liability 7except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding #fj days before such time1 other than as a result of the acquisition of the primary residence1 the amount of such excess shall be included as a liability72 and 7iii7 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 the sale of securities shall be included as a liability2 7,c7 any natural person who had an individual income in excess of #bjj1jjj in each of the #b most recent years or joint income with that person's spouse in excess of #cjj1jjj in each of those years and has a reasonable expectation of reaching the same income level in the current year2 7,d7 any natural person who is currently licensed or registered as a broker or investment adviser by the ,commission1 the ,financial ,industry ,regulatory ,authority1 or an equivalent self-regulatory organization 7as defined in section #c7;a77#bf7 of the ,securities ,exchange ,act of #aicd71 or the securities division of a ,state or the equivalent ,state division responsible for licensing or registration of individuals in connection with securities activities2 7,e7 any natural person the ,commission determines1 by regulation1 to have demonstrable education or job experience to qualify such person as having professional knowledge of a subject related to a particular investment1 and whose education or job experience is verified by the ,financial ,industry ,regulatory ,authority or an equivalent self-regulatory organization 7as defined in section #c7;a77#bf7 of the ,securities ,exchange ,act of #aicd72 or 4 7b7 ,rulemaking ,the ,commission shall revise the definition of accredited investor under ,regulation ,d 7#ag ,,cfr #bcj4eja et seq47 to conform with the amendments made by subsection 7a74 ,v ,fostering ,innovation #eja4 ,temporary exemption for low-revenue issuers ,section #djd of the ,sarbanes-,oxley ,act of #bjjb 7#ae ,u4,s4,c4 #gbfb7 is amended by adding at the end the following3 7d7 ,temporary exemption for low-,revenue issuers 7#a7 ,low-revenue exemption ,subsection 7b7 shall not apply with respect to an audit report prepared for an issuer that-- 7,a7 ceased to be an emerging growth company on the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under the ,securities ,act of #aicc2 7,b7 had average annual gross revenues of less than #ej1jjj1jjj as of its most recently completed fiscal year2 and 7,c7 is not a large accelerated filer4 7#b7 ,expiration of temporary exemption ,an issuer ceases to be eligible for the exemption described under paragraph 7#a7 at the earliest of-- 7,a7 the last day of the fiscal year of the issuer following the tenth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under the ,securities ,act of #aicc2 7,b7 the last day of the fiscal year of the issuer during which the average annual gross revenues of the issuer exceed #ej1jjj1jjj2 or 7,c7 the date on which the issuer becomes a large accelerated filer4 7#c7 ,definitions ,for purposes of this subsection3 7,a7 ,average annual gross revenues ,the term average annual gross revenues means the total gross revenues of an issuer over its most recently completed #c fiscal years divided by #c4 7,b7 ,emerging growth company ,the term emerging growth company has the meaning given such term under section #c of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;c74 7,c7 ,large accelerated filer ,the term large accelerated filer has the meaning given that term under section #bdj4ab;b-#b of title #ag1 ,code of ,federal ,regulations1 or any successor thereto4 4 ,,vi ,end ,banking for ,human ,traffickers #fja4 ,increasing the role of the financial industry in combating human trafficking 7a7 ,treasury as a member of the ,president's ,interagency ,task ,force ,to ,monitor and ,combat ,trafficking ,section #aje7;b7 of the ,victims of ,trafficking and ,violence ,protection ,act of #bjjj 7#bb ,u4,s4,c4 #gajc7;b77 is amended by inserting the ,secretary of the ,treasury1 after the ,secretary of ,education14 7b7 ,required review of procedures ,not later than #ahj days after the date of the enactment of this ,act1 the ,financial ,institutions ,examination ,council1 in consultation with the ,secretary of the ,treasury1 the private sector1 and appropriate law enforcement agencies1 shall-- 7#a7 review and enhance training and examinations procedures to improve the capabilities of anti-money laundering and countering the financing of terrorism programs to detect financial transactions relating to severe forms of trafficking in persons2 7#b7 review and enhance procedures for referring potential cases relating to severe forms of trafficking in persons to the appropriate law enforcement agency2 and 7#c7 determine1 as appropriate1 whether requirements for financial institutions are sufficient to detect and deter money laundering relating to severe forms of trafficking in persons4 7c7 ,interagency task force recommendations targeting money laundering related to human trafficking 7#a7 ,in general ,not later than #bgj days after the date of the enactment of this ,act1 the ,interagency ,task ,force to ,monitor and ,combat ,trafficking shall submit to the ,committee on ,financial ,services and the ,committee on the ,judiciary of the ,house of ,representatives1 the ,committee on ,banking1 ,housing1 and ,urban ,affairs and the ,committee on the ,judiciary of the ,senate1 and the head of each appropriate ,federal banking agency-- 7,a7 an analysis of anti-money laundering efforts of the ,united ,states ,government and ,united ,states financial institutions relating to severe forms of trafficking in persons2 and 7,b7 appropriate legislative1 administrative1 and other recommendations to strengthen efforts against money laundering relating to severe forms of trafficking in persons4 7#b7 ,required recommendations ,the recommendations under paragraph 7#a7 shall include-- 7,a7 feedback from financial institutions on best practices of successful programs to combat severe forms of trafficking in persons currently in place that may be suitable for broader adoption by similarly situated financial institutions2 7,b7 feedback from stakeholders1 including victims of severe forms of trafficking in persons and financial institutions1 on policy proposals derived from the analysis conducted by the task force referred to in paragraph 7#a7 that would enhance the efforts and programs of financial institutions to detect and deter money laundering relating to severe forms of trafficking in persons1 including any recommended changes to internal policies1 procedures1 and controls relating to severe forms of trafficking in persons2 7,c7 any recommended changes to training programs at financial institutions to better equip employees to deter and detect money laundering relating to severe forms of trafficking in persons2 7,d7 any recommended changes to expand information sharing relating to severe forms of trafficking in persons among financial institutions and between such financial institutions1 appropriate law enforcement agencies1 and appropriate ,federal agencies2 and 7,e7 recommended changes1 if necessary1 to existing statutory law to more effectively detect and deter money laundering relating to severe forms of trafficking in persons1 where such money laundering involves the use of emerging technologies and virtual currencies4 7d7 ,limitation ,nothing in this title shall be construed to grant rulemaking authority to the ,interagency ,task ,force to ,monitor and ,combat ,trafficking4 7e7 ,definitions ,as used in this section-- 7#a7 the term appropriate ,federal banking agency has the meaning given the term in section #c7q7 of the ,federal ,deposit ,insurance ,act 7#ab ,u4,s4,c4 #ahac7q772 7#b7 the term severe forms of trafficking in persons has the meaning given such term in section #ajc of the ,trafficking ,victims ,protection ,act of #bjjj 7#bb ,u4,s4,c4 #gajb72 7#c7 the term ,interagency ,task ,force to ,monitor and ,combat ,trafficking means the ,interagency ,task ,force to ,monitor and ,combat ,trafficking established by the ,president pursuant to section #aje of the ,victims of ,trafficking and ,violence ,protection ,act of #bjjj 7#bb ,u4,s4,c4 #gajc72 and 7#d7 the term law enforcement agency means an agency of the ,united ,states1 a ,state1 or a political subdivision of a ,state1 authorized by law or by a government agency to engage in or supervise the prevention1 detection1 investigation1 or prosecution of any violation of criminal or civil law4 #fjb4 ,coordination of human trafficking issues by the ,office of ,terrorism and ,financial ,intelligence 7a7 ,functions ,section #cab7;a77#d7 of title #ca1 ,united ,states ,code1 is amended-- 7#a7 by redesignating subparagraphs 7,e71 7,f71 and 7,g7 as subparagraphs 7,f71 7,g71 and 7,h71 respectively2 and 7#b7 by inserting after subparagraph 7,d7 the following3 7,e7 combating illicit financing relating to severe forms of trafficking in persons2 4 7b7 ,interagency coordination ,section #cab7;a7 of title #ca1 ,united ,states ,code1 is amended by adding at the end the following3 7#h7 ,interagency coordination ,the ,secretary of the ,treasury1 after consultation with the ,undersecretary for ,terrorism and ,financial ,crimes1 shall designate an office within the ,,otfi that shall coordinate efforts to combat the illicit financing of severe forms of trafficking in persons with-- 7,a7 other offices of the ,department of the ,treasury2 7,b7 other ,federal agencies1 including-- 7i7 the ,office to ,monitor and ,combat ,trafficking in ,persons of the ,department of ,state2 and 7ii7 the ,interagency ,task ,force to ,monitor and ,combat ,trafficking2 7,c7 ,state and local law enforcement agencies2 and 7,d7 foreign governments4 4 7c7 ,definition ,section #cab7;a7 of title #ca1 ,united ,states ,code1 as amended by this section1 is further amended by adding at the end the following3 7#i7 ,definition ,in this subsection1 the term severe forms of trafficking in persons has the meaning given such term in section #ajc of the ,trafficking ,victims ,protection ,act of #bjjj 7#bb ,u4,s4,c4 #gajb74 4 #fjc4 ,additional reporting requirement under the ,trafficking ,victims ,protection ,act of #bjjj ,section #aje7;d77#g7 of the ,trafficking ,victims ,protection ,act of #bjjj 7#bb ,u4,s4,c4 #gajc7;d77#g77 is amended-- 7#a7 in the matter preceding subparagraph 7,a7-- 7,a7 by inserting the ,committee on ,financial ,services1 after the ,committee on ,foreign ,affairs12 and 7,b7 by inserting the ,committee on ,banking1 ,housing1 and ,urban ,affairs1 after the ,committee on ,foreign ,relations12 7#b7 in subparagraph 7,q77vii71 by striking 2 and and inserting a semicolon2 7#c7 in subparagraph 7,r71 by striking the period at the end and inserting 2 and2 and 7#d7 by adding at the end the following3 7,s7 the efforts of the ,united ,states to eliminate money laundering relating to severe forms of trafficking in persons and the number of investigations1 arrests1 indictments1 and convictions in money laundering cases with a nexus to severe forms of trafficking in persons4 4 #fjd4 ,minimum standards for the elimination of trafficking ,section #ajh7;b7 of the ,trafficking ,victims ,protection ,act of #bjjj 7#bb ,u4,s4,c4 #gajf7;b77 is amended by adding at the end the following new paragraph3 7#ac7 ,whether the government of the country1 consistent with the capacity of the country1 has in effect a framework to prevent financial transactions involving the proceeds of severe forms of trafficking in persons1 and is taking steps to implement such a framework1 including by investigating1 prosecuting1 convicting1 and sentencing individuals who attempt or conduct such transactions4 4 ,,vii ,investing in ,main ,street #gja4 ,investment in small business investment companies ,section #cjb7;b7 of the ,small ,business ,investment ,act of #aieh 7#ae ,u4,s4,c4 #fhb7;b77 is amended-- 7#a7 in paragraph 7#a71 by inserting before the period the following3 or1 subject to the approval of the appropriate ,federal banking agency1 #ae percent of such capital and surplus2 7#b7 in paragraph 7#b71 by inserting before the period the following3 or1 subject to the approval of the appropriate ,federal banking agency1 #ae percent of such capital and surplus2 and 7#c7 by adding at the end the following3 7#c7 ,appropriate federal banking agency defined ,for purposes of this subsection1 the term appropriate ,federal banking agency has the meaning given that term under section #c of the ,federal ,deposit ,insurance ,act4 4 ,,viii ,exchange ,regulatory ,improvement #hja4 ,findings ,the ,congress finds the following3 7#a7 ,over time1 national securities exchanges have expanded their businesses beyond listings and trading to include the sale of additional products and services to their members and listed companies4 7#b7 ,the ,securities and ,exchange ,commission should be transparent in its interpretation of the term facility in section #c7;a7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;c7a774 #hjb4 ,facility defined 7a7 ,in general ,not later than #cfj days after the date of enactment of this ,act1 the ,securities and ,exchange ,commission 7the ,commission7 shall adopt regulations to further interpret the term facility under section #c7;a7 of the ,securities ,exchange ,act of #aicd4 ,such regulations shall set forth the facts and circumstances the ,commission considers when determining whether any premises or property1 or the right to use any premises1 property1 or service is or is not a facility of an exchange4 7b7 ,application to proposed rules ,the ,commission shall apply the facts and circumstances set forth in the regulations issued pursuant to subsection 7a7 in determining whether any proposed rule is or is not required to be submitted as a proposed rule filing pursuant to section #ai of the ,securities ,exchange ,act of #aicd and the rules and regulations issued thereunder4 ,,ix ,encouraging ,public ,offerings #ija4 ,expanding testing the waters and confidential submissions ,the ,securities ,act of #aicc 7#ae ,u4,s4,c4 #gg;a et seq47 is amended-- 7#a7 in section #e7;d7-- 7,a7 by striking ,notwithstanding and inserting the following3 7#a7 ,in general ,notwithstanding 2 7,b7 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 issuer2 and 7,c7 by adding at the end the following3 7#b7 ,additional requirements 7,a7 ,in general ,the ,commission may issue regulations1 subject to public notice and comment1 to impose such other terms1 conditions1 or requirements on the engaging in oral or written communications described under paragraph 7#a7 by an issuer other than an emerging growth company as the ,commission determines appropriate4 7,b7 ,report to ,congress ,prior to any rulemaking described under subparagraph 7,a71 the ,commission shall issue a report to the ,congress containing a list of the findings supporting the basis of such rulemaking4 2 and 7#b7 in section #f7;e7-- 7,a7 in the heading1 by striking ,emerging growth companies and inserting ,draft registration statements2 7,b7 by redesignating paragraph 7#b7 as paragraph 7#d72 and 7,c7 by striking paragraph 7#a7 and inserting the following3 7#a7 ,prior to initial public offering ,any issuer1 prior to its initial public offering date1 may confidentially submit to the ,commission a draft registration statement1 for confidential nonpublic review by the staff of the ,commission prior to public filing1 provided that the initial confidential submission and all amendments thereto shall be publicly filed with the ,commission not later than #ae days before the date on which the issuer conducts a road show 7as defined under section #bcj4dcc7;h77#d7 of title #ag1 ,code of ,federal ,regulations7 or1 in the absence of a road show1 at least #ae days prior to the requested effective date of the registration statement4 7#b7 ,within #a year after initial public offering or exchange registration ,any issuer1 within the #a-year period following its initial public offering or its registration of a security under section #ab7;b7 of the ,securities ,exchange ,act of #aicd1 may confidentially submit to the ,commission a draft registration statement1 for confidential nonpublic review by the staff of the ,commission prior to public filing1 provided that the initial confidential submission and all amendments thereto shall be publicly filed with the ,commission by a date and time prior to any requested effective date and time that the ,commission determines is appropriate to protect investors4 7#c7 ,additional requirements 7,a7 ,in general ,the ,commission may issue regulations1 subject to public notice and comment1 to impose such other terms1 conditions1 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 appropriate4 7,b7 ,report to ,congress ,prior to any rulemaking described under subparagraph 7,a71 the ,commission shall issue a report to the ,congress containing a list of the findings supporting the basis of such rulemaking4 4 ,x ,family ,office ,technical ,correction #ajja4 ,accredited investor clarification 7a7 ,in ,general ,subject to subsection 7b71 any family office or a family client of a family office1 as defined in section #bge4bjb7;a77#aa77;,g7-#a of title #ag1 ,code of ,federal ,regulations1 shall be deemed to be an accredited investor1 as defined in ,regulation ,d of the ,securities and ,exchange ,commission 7or any successor thereto7 under the ,securities ,act of #aicc4 7b7 ,limitation ,subsection 7a7 only applies to a family office with assets under management in excess of #e1jjj1jjj1 and a family office or a family client not formed for the specific purpose of acquiring the securities offered1 and whose purchase is directed by a person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment4 ,,xi ,expanding ,access to ,capital for ,rural ,job ,creators #aaja4 ,access to capital for rural-area small businesses ,section #d7;j7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;d7j77 is amended-- 7#a7 in paragraph7#d77;,c71 by inserting rural-area small businesses1 after women-owned small businesses12 and 7#b7 in paragraph 7#f77;,b77iii71 by inserting rural-area small businesses1 after women-owned small businesses14 ,,xii ,financial ,institution ,living ,will ,improvement #abja4 ,living will reforms 7a7 ,in general ,section #afe7;d7 of the ,dodd-,frank ,wall ,street ,reform and ,consumer ,protection ,act 7#ab ,u4,s4,c4 #ecfe7;d77 is amended-- 7#a7 in paragraph 7#a71 by striking periodically and inserting every #b years2 and 7#b7 in paragraph 7#c7-- 7,a7 by striking ,the ,board and inserting the following3 7,a7 ,in general ,the ,board 2 7,b7 by striking shall review and inserting the following3 shall-- 7i7 review 2 7,c7 by striking the period and inserting 2 and2 and 7,d7 by adding at the end the following3 7ii7 not later than the end of the #f-month period beginning on the date the company submits the resolution plan1 provide feedback to the company on such plan4 7,b7 ,disclosure of assessment framework ,the ,board of ,governors and the ,corporation shall publicly disclose the assessment framework that is used to review information under this paragraph4 4 7b7 ,treatment of other resolution plan requirements 7#a7 ,in general ,with respect to an appropriate ,federal banking agency that requires a banking organization to submit to the agency a resolution plan not described under section #afe7;d7 of the ,dodd-,frank ,wall ,street ,reform and ,consumer ,protection ,act-- 7,a7 the respective agency shall ensure that the review of such resolution plan is consistent with the requirements contained in the amendments made by this section2 7,b7 the agency may not require the submission of such a resolution plan more often than every #b years2 and 7,c7 paragraphs 7#f7 and 7#g7 of such section #afe7;d7 shall apply to such a resolution plan4 7#b7 ,definitions ,for purposes of this subsection3 7,a7 ,appropriate ,federal banking agency ,the term appropriate ,federal banking agency-- 7i7 has the meaning given such term under section #c of the ,federal ,deposit ,insurance ,act2 and 7ii7 means the ,national ,credit ,union ,administration1 in the case of an insured credit union4 7,b7 ,banking organization ,the term banking organization means-- 7i7 an insured depository institution2 7ii7 an insured credit union2 7iii7 a depository institution holding company2 7iv7 a company that is treated as a bank holding company for purposes of section #h of the ,international ,banking ,act2 and 7v7 a ,u4,s4 intermediate holding company established by a foreign banking organization pursuant to section #beb4aec of title #ab1 ,code of ,federal ,regulations4 7,c7 ,insured credit union ,the term insured credit union has the meaning given that term under section #aja of the ,federal ,credit ,union ,act4 7,d7 ,other banking terms ,the terms depository institution holding company and insured depository institution have the meaning given those terms1 respectively1 under section #c of the ,federal ,deposit ,insurance ,act4 7c7 ,rule of construction ,nothing in this section1 or any amendment made by this section1 shall be construed as limiting the authority of an appropriate ,federal banking agency 7as defined under subsection 7b77#b77 to obtain information from an institution in connection with such agency's authority to examine or require reports from the institution4 ,,xiii ,prevention of ,private ,information ,dissemination #acja4 ,criminal penalty for unauthorized disclosures ,section #afe of the ,financial ,stability ,act of #bjaj 7#ab ,u4,s4,c4 #ecfe7 is amended by adding at the end the following3 7l7 ,criminal penalty for unauthorized disclosures ,section #eeb;a7i77#a7 of title #e1 ,united ,states ,code1 shall apply to a determination made under subsection 7d7 or 7i7 based on individually identifiable information submitted pursuant to the requirements of this section to the same extent as such section #eeb;a7i77#a7 applies to agency records which contain individually identifiable information the disclosure of which is prohibited by such section #eeb;a or by rules or regulations established thereunder4 4 ,,xiv ,international ,insurance ,standards #adja4 ,short title ,this title may be cited as the ,international ,insurance ,standards ,act of #bjah4 #adjb4 ,congressional findings ,the ,congress finds the following3 7#a7 ,the ,state-based system for insurance regulation in the ,united ,states has served ,american consumers well for more than #aej years and has fostered an open and competitive marketplace with a diversity of insurance products to the benefit of policyholders and consumers4 7#b7 ,protecting policyholders by regulating to ensure an insurer's ability to pay claims has been the hallmark of the successful ,united ,states system and should be the paramount objective of domestic prudential regulation and emerging international standards4 7#c7 ,the ,dodd-,frank ,wall ,street ,reform and ,consumer ,protection ,act 7,public ,law #aaa-bjc7 reaffirmed the ,state-based insurance regulatory system4 #adjc4 ,requirement that insurance standards reflect ,united ,states policy 7a7 ,requirement 7#a7 ,in general ,parties representing the ,federal ,government in any international regulatory1 standard-setting1 or supervisory forum or in any negotiations of any international agreements relating to the prudential aspects of insurance shall not agree to1 accede to1 accept1 or establish any proposed agreement or standard if the proposed agreement or standard fails to recognize the ,united ,states system of insurance regulation as satisfying such proposals4 7#b7 ,inapplicability ,paragraph 7#a7 shall not apply to any forum or negotiations relating to a covered agreement 7as such term is defined in section #cac7r7 of title #ca1 ,united ,states ,code74 7b7 ,federal ,insurance ,office functions ,subparagraph 7,e7 of section #cac7;c77#a7 of title #ca1 ,united ,states ,code1 is amended by inserting ,federal ,government after ,united ,states4 7c7 ,negotiations ,nothing in this section shall be construed to prevent participation in negotiations of any proposed agreement or standard4 #adjd4 ,state insurance regulator involvement in international standard setting ,in developing international insurance standards pursuant to section #adjc1 and throughout the negotiations of such standards1 parties representing the ,federal ,government shall1 on matters related to insurance1 closely consult1 coordinate with1 and seek to include in such meetings ,state insurance commissioners or1 at the option of the ,state insurance commissioners1 designees of the insurance commissioners acting at their direction4 #adje4 ,consultation with ,congress 7a7 ,requirement ,parties representing the ,federal ,government with respect to any agreement under section #adjc shall provide written notice to and consult with the ,committee on ,financial ,services of the ,house of ,representatives and the ,committee on ,banking1 ,housing1 and ,urban ,affairs of the ,senate1 and any other relevant committees of jurisdiction-- 7#a7 before initiating negotiations to enter into the agreement1 regarding-- 7,a7 the intention of the ,united ,states to participate in or enter into such negotiations2 and 7,b7 the nature and objectives of the negotiations2 and 7#b7 during negotiations to enter into the agreement1 regarding-- 7,a7 the nature and objectives of the negotiations2 7,b7 the implementation of the agreement1 including how it is consistent with and does not materially differ from or otherwise affect ,federal or ,state laws or regulations2 7,c7 the impact on the competitiveness of ,united ,states insurers2 and 7,d7 the impact on ,united ,states consumers4 7b7 ,consultation with ,federal ,advisory ,committee on ,insurance ,before entering into an agreement under section #adjc1 the ,secretary of the ,treasury shall seek to consult with the ,federal ,advisory ,committee on ,insurance formed pursuant to section #cac7;h7 of title #ca1 ,united ,states ,code4 #adjf4 ,report to ,congress on international insurance agreements ,before entering into an agreement under section #adjc1 parties representing the ,federal ,government shall submit to the appropriate congressional committees and leadership a report that describes-- 7#a7 the implementation of the agreement1 including how it is consistent with and does not materially differ from or otherwise affect ,federal or ,state laws or regulations2 7#b7 the impact on the competitiveness of ,united ,states insurers2 and 7#c7 the impact on ,united ,states consumers4 #adjg4 ,covered agreements 7a7 ,preemption of ,state insurance measures ,subsection 7f7 of section #cac of title #ca1 ,united ,states ,code1 is amended by striking ,director each place such term appears and inserting ,secretary4 7b7 ,definition ,paragraph 7#b7 of section #cac7r7 of title #ca1 ,united ,states ,code1 is amended-- 7#a7 in subparagraph 7,a71 by striking and at the end2 7#b7 in subparagraph 7,b71 by striking the period at the end and inserting 2 and2 and 7#c7 by adding at the end the following new subparagraph3 7,c7 applies only on a prospective basis4 4 7c7 ,consultation2 submission and layover2 congressional review ,section #cad of title #ca1 ,united ,states ,code is amended-- 7#a7 in subsection 7b7-- 7,a7 in paragraph 7#b77;,c71 by striking laws and inserting the following3 and ,federal law1 and the nature of any changes in the laws of the ,united ,states or the administration of such laws that would be required to carry out a covered agreement2 and 7,b7 by adding at the end the following new paragraph3 7#c7 ,access to negotiating texts and other documents ,appropriate congressional committees and staff with proper security clearances shall be given timely access to ,united ,states negotiating proposals1 consolidated draft texts1 and other pertinent documents related to the negotiations1 including classified materials4 2 7#b7 by redesignating subsection 7c7 as subsection 7d72 7#c7 by inserting after subsection 7b7 the following new subsection3 7c7 ,requirements for consultations with ,state insurance commissioners ,throughout the negotiations of a covered agreement1 parties representing the ,federal ,government shall closely consult and coordinate with ,state insurance commissioners4 2 7#d7 in subsection 7d71 as so redesignated by paragraph 7#b7-- 7,a7 in the matter preceding paragraph 7#a71 by striking only if-- and inserting the following3 only if1 before signing the final legal text or otherwise entering into the agreement--2 7,b7 in paragraph 7#a71 by striking congressional committees specified in subsection 7b77#a7 and inserting appropriate congressional committees and leadership and to congressional committee staff with proper security clearances2 and 7,c7 by striking paragraph 7#b7 and inserting the following new paragraph3 7#b7 7,a7 the #ij-;day period beginning on the date on which the copy of the final legal text of the agreement is submitted under paragraph 7#a7 to the congressional committees1 leadership1 and staff has expired2 and 7,b7 the covered agreement has not been prevented from taking effect pursuant to subsection 7e74 2 and 7#e7 by adding at the end the following new subsections3 7e7 ,period for review by ,congress 7#a7 ,in general ,during the layover period referred to in subsection 7d77#b77;,a71 the ,committees on ,banking1 ,housing1 and ,urban ,affairs and ,finance of the ,senate and the ,committees on ,financial ,services and ,ways of ,means of the ,house of ,representatives should1 as appropriate1 exercise their full oversight responsibility4 7#b7 ,effect of enactment of a joint resolution of disapproval ,notwithstanding any other provision of law1 if a joint resolution of disapproval relating to a covered agreement submitted under subsection 7d77#a7 is enacted in accordance with subsection 7f71 the covered agreement shall not enter into force with respect to the ,united ,states4 7f7 ,joint resolutions of disapproval 7#a7 ,definition ,in this subsection1 the term joint resolution of disapproval means1 with respect to proposed covered agreement1 only a joint resolution of either ,house of ,congress-- 7,a7 that is introduced during the #ij-;day period referred to in subsection 7d77#b77;,a7 relating to such proposed covered agreement2 7,b7 which does not have a preamble2 7,c7 the title of which is as follows3 ,a joint resolution disapproving a certain proposed covered agreement under section #cad of title #ca1 ,united ,states ,code42 and 7,d7 the sole matter after the resolving clause of which is the following3 ,congress disapproves of the proposed covered agreement submitted to ,congress under section #cad7;c77#a7 of title #ca1 ,united ,states ,code1 on relating to 41 with the first blank space being filled with the appropriate date and the second blank space being filled with a short description of the proposed covered agreement4 7#b7 ,introduction ,during the layover period referred to in subsection 7d77#b77;,a71 a joint resolution of disapproval may be introduced-- 7,a7 in the ,house of ,representatives1 by any ,member of the ,house2 and 7,b7 in the ,senate1 by any ,senator1 and shall be referred to the appropriate committees4 7#c7 ,rules of house of representatives and senate ,this subsection is enacted by ,congress-- 7,a7 as an exercise of the rulemaking power of the ,senate and the ,house of ,representatives1 respectively1 and as such is deemed a part of the rules of each ,house1 respectively1 and supersedes other rules only to the extent that it is inconsistent with such rules2 and 7,b7 with full recognition of the constitutional right of either ,house to change the rules 7so far as relating to the procedure of that ,house7 at any time1 in the same manner1 and to the same extent as in the case of any other rule of that ,house4 7g7 ,appropriate congressional committees and leadership defined ,in this section1 the term appropriate congressional committees and leadership means-- 7#a7 the ,committees on ,banking1 ,housing1 and ,urban ,affairs and ,finance1 and the majority and minority leaders1 of the ,senate2 and 7#b7 the ,committees on ,financial ,services and ,ways and ,means1 and the ,speaker1 the majority leader1 and the minority leader1 of the ,house of ,representatives4 4 #adjh4 ,inapplicability to trade agreements ,this title and the amendments made by this title shall not apply to any forum or negotiations related to a trade agreement4 ,,xv ,alleviating ,stress ,test ,burdens to ,help ,investors #aeja4 ,stress test relief for nonbanks ,section #afe7;i77#b7 of the ,dodd-,frank ,wall ,street ,reform and ,consumer ,protection ,act 7#ab ,u4,s4,c4 #ecfe7;i77#b77 is amended-- 7#a7 in subparagraph 7,a71 by striking are regulated by a primary ,federal financial regulatory agency and inserting3 whose primary financial regulatory agency is a ,federal banking agency or the ,federal ,housing ,finance ,agency2 7#b7 in subparagraph 7,c71 by striking ,each ,federal primary financial regulatory agency and inserting ,each ,federal banking agency and the ,federal ,housing ,finance ,agency2 and 7#c7 by adding at the end the following3 7,d7 ,,sec and ,,cftc ,the ,securities and ,exchange ,commission and the ,commodity ,futures ,trading ,commission may each issue regulations requiring financial companies with respect to which they are the primary financial regulatory agency to conduct periodic analyses of the financial condition1 including available liquidity1 of such companies under adverse economic conditions4 4 ,,xvi ,national ,strategy for ,combating the ,financing of ,transnational ,criminal ,organizations #afja4 ,national strategy 7a7 ,in general ,the ,president1 acting through the ,secretary of the ,treasury1 shall1 in consultation with the ,attorney ,general1 the ,secretary of ,state1 the ,secretary of ,homeland ,security1 the ,director of ,national ,intelligence1 the ,secretary of ,defense1 the ,director of the ,financial ,crimes ,enforcement ,network1 the ,director of the ,united ,states ,secret ,service1 the ,director of the ,federal ,bureau of ,investigation1 the ,administrator of the ,drug ,enforcement ,administration1 the ,commissioner of ,customs and ,border ,protection1 the ,director of the ,office of ,national ,drug ,control ,policy1 and the ,federal functional regulators1 develop a national strategy to combat the financial networks of transnational organized criminals4 7b7 ,transmittal to ,congress 7#a7 ,in general ,not later than #a year after the enactment of this ,act1 the ,president shall submit to the appropriate ,congressional committees and make available to the relevant government agencies as defined in subsection 7a71 a comprehensive national strategy in accordance with subsection 7a74 7#b7 ,updates ,after the initial submission of the national strategy under paragraph 7#a71 the ,president shall1 not less often than every #b years1 update the national strategy and submit the updated strategy to the appropriate ,congressional committees4 7c7 ,separate presentation of classified material ,any part of the national strategy that involves information that is properly classified under criteria established by the ,president shall be submitted to ,congress separately in a classified annex and1 if requested by the chairman or ranking member of one of the appropriate ,congressional committees1 as a briefing at an appropriate level of security4 #afjb4 ,contents of national strategy ,the national strategy described in section #afja shall contain the following3 7#a7 ,threats ,an identification and assessment of the most significant current transnational organized crime threats posed to the national security of the ,united ,states or to the ,u4,s4 and international financial system1 including drug and human trafficking organizations1 cyber criminals1 kleptocrats1 and other relevant state and non-state entities1 including those threats identified in the ,president's ,strategy to ,combat ,transnational ,organized ,crime 7published ,july #bjaa74 7#b7 ,illicit finance 7,a7 ,an identification of individuals1 entities1 and networks 7including terrorist organizations1 if any7 that provide financial support or financial facilitation to transnational organized crime groups1 and an assessment of the scope and role of those providing financial support to transnational organized crime groups4 7,b7 ,an assessment of methods by which transnational organized crime groups launder illicit proceeds1 including money laundering using real estate and other tangible goods such as art and antiquities1 trade-based money laundering1 bulk cash smuggling1 exploitation of shell companies1 and misuse of digital currencies and other cyber technologies1 as well as an assessment of the risk to the financial system of the ,united ,states of such methods4 7#c7 ,goals1 objectives1 priorities1 and actions 7,a7 ,a comprehensive1 research-based discussion of short-term and long-term goals1 objectives1 priorities1 and actions1 listed for each department and agency described under section #afja7;a71 for combating the financing of transnational organized crime groups and their facilitators4 7,b7 ,a description of how the strategy is integrated into1 and supports1 the national security strategy1 drug control strategy1 and counterterrorism strategy of the ,united ,states4 7#d7 ,reviews and proposed changes ,a review of current efforts to combat the financing or financial facilitation of transnational organized crime1 including efforts to detect1 deter1 disrupt1 and prosecute transnational organized crime groups and their supporters1 and1 if appropriate1 proposed changes to any law or regulation determined to be appropriate to ensure that the ,united ,states pursues coordinated and effective efforts within the jurisdiction of the ,united ,states1 including efforts or actions that are being taken or can be taken by financial institutions1 efforts in cooperation with international partners of the ,united ,states1 and efforts that build partnerships and global capacity to combat transnational organized crime4 #afjc4 ,definitions ,in this title3 7#a7 ,appropriate congressional committees ,the term appropriate congressional committees means-- 7,a7 the ,committee on ,financial ,services1 the ,committee on ,foreign ,affairs1 the ,committee on ,armed ,services1 the ,committee on the ,judiciary1 the ,committee on ,homeland ,security1 and the ,permanent ,select ,committee on ,intelligence of the ,house of ,representatives2 and 7,b7 the ,committee on ,banking1 ,housing1 and ,urban ,affairs1 the ,committee on ,foreign ,relations1 the ,committee on ,armed ,services1 the ,committee on the ,judiciary1 the ,committee on ,homeland ,security and ,governmental ,affairs1 and the ,select ,committee on ,intelligence of the ,senate4 7#b7 ,federal functional regulator ,the term ,federal functional regulator has the meaning given that term in section #eji of the ,gramm-,leach-,bliley ,act 7#ae ,u4,s4,c4 #fhji74 7#c7 ,transnational organized crime ,the term transnational organized crime refers to those self-perpetuating associations of individuals who operate transnationally for the purpose of obtaining power1 influence1 monetary or commercial gains1 wholly or in part by illegal means1 while-- 7,a7 protecting their activities through a pattern of corruption or violence2 or 7,b7 while protecting their illegal activities through a transnational organizational structure and the exploitation of transnational commerce or communication mechanisms4 ,,xvii ,common ,sense ,credit ,union ,capital ,relief #agja4 ,delay in effective date ,notwithstanding any effective date set forth in the rule issued by the ,national ,credit ,union ,administration titled ,risk-,based ,capital 7published at #hj ,fed4 ,reg4 #fffbf 7,october #bi1 #bjae771 such final rule shall take effect on ,january #a1 #bjba4 ,,xviii ,options ,markets ,stability #ahja4 ,rulemaking ,within #ahj days of the date of enactment of this ,act1 the ,board of ,governors of the ,federal ,reserve ,system1 the ,federal ,deposit ,insurance ,corporation1 and the ,comptroller of the ,currency shall1 jointly1 issue a proposed rule1 and finalize such rule within #cfj days of the date of enactment of this ,act1 to adopt a methodology for calculating the counterparty credit risk exposure1 at default1 of a depository institution1 depository institution holding company1 or affiliate thereof to a client arising from a guarantee provided by the depository institution1 depository institution holding company1 or affiliate thereof to a central counterparty in respect of the client's performance under an exchange-listed derivative contract cleared through that central counterparty pursuant to the risk-based and leverage-based capital rules applicable to depository institutions and depository institution holding companies under parts #c1 #bag1 and #cbd of title #ab1 ,code of ,federal ,regulations4 ,in issuing such rule1 the ,board of ,governors of the ,federal ,reserve ,system1 the ,federal ,deposit ,insurance ,corporation1 and the ,comptroller of the ,currency shall consider-- 7#a7 the availability of liquidity provided by market makers during times of high volatility in the capital markets2 7#b7 the spread between the bid and the quote offered by market makers2 7#c7 the preference for clearing through central counterparties2 7#d7 the safety and soundness of the financial system and financial stability1 including the benefits of central clearing2 7#e7 the safety and soundness of individual institutions that may centrally clear exchange-listed derivatives or options on behalf of a client1 including concentration of market share2 7#f7 the economic value of delta weighting a counterparty's position and netting of a counterparty's position2 7#g7 the inherent risk of the positions2 7#h7 barriers to entry for depository institutions1 depository institution holding companies1 affiliates thereof1 and entities not affiliated with a depository institution or depository institution holding company to centrally clear exchange-listed derivatives or options on behalf of market makers2 7#i7 the impact any changes may have on the broader capital regime and aggregate capital in the system2 and 7#aj7 consideration of other potential factors that impact market making in the exchange-listed options market1 including changes in market structure4 #ahjb4 ,report to ,congress ,at the end of the #e-year period beginning on the date the final rule is issued under section #ahja1 the ,board of ,governors of the ,federal ,reserve ,system shall submit to the ,committee on ,financial ,services of the ,house of ,representatives and the ,committee on ,banking1 ,housing1 and ,urban ,affairs of the ,senate a report detailing the impact of the final rule during such period on the factors described under paragraphs 7#a7 through 7#aj7 of section #ahja4 ,,xix ,cooperate with ,law ,enforcement ,agencies and ,watch #aija4 ,safe harbor with respect to keep open letters 7a7 ,in general ,subchapter ,,ii of chapter #ec of title #ca1 ,united ,states ,code1 is amended by adding at the end the following3 #eccc4 ,safe harbor with respect to keep open letters 7a7 ,in general ,with respect to a customer account or customer transaction of a financial institution1 if a ,federal1 ,state1 ,tribal1 or local law enforcement agency requests1 in writing1 the financial institution to keep such account or transaction open-- 7#a7 the financial institution shall not be liable under this subchapter for maintaining such account or transaction consistent with the parameters of the request2 and 7#b7 no ,federal or ,state department or agency may take any adverse supervisory action under this subchapter with respect to the financial institution for maintaining such account or transaction consistent with the parameters of the request4 7b7 ,rule of construction ,nothing in this section may be construed-- 7#a7 from preventing a ,federal or ,state department or agency from verifying the validity of a written request described under subsection 7a7 with the ,federal1 ,state1 ,tribal1 or local law enforcement agency making the written request2 or 7#b7 to relieve a financial institution from complying with any reporting requirements1 including the reporting of suspicious transactions under section #ecah7;g74 7c7 ,letter termination date ,for purposes of this section1 any written request described under subsection 7a7 shall include a termination date after which such request shall no longer apply4 4 7b7 ,clerical amendment ,the table of contents for chapter #ec of title #ca1 ,united ,states ,code1 is amended by inserting after the item relating to section #eccb the following3 #eccc4 ,safe harbor with respect to keep open letters4 4 ,,xx ,main ,street ,growth #bjja4 ,venture exchanges 7a7 ,securities ,exchange ,act of #aicd ,section #f of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;f7 is amended by adding at the end the following3 7m7 ,venture exchange 7#a7 ,registration 7,a7 ,in general ,a person may register themself 7and a national securities exchange may register a listing tier of such exchange7 as a national securities exchange solely for the purposes of trading venture securities by filing an application with the ,commission pursuant to subsection 7a7 and the rules and regulations thereunder4 7,b7 ,publication of notice ,the ,commission shall1 upon the filing of an application under subparagraph 7,a71 publish notice of such filing and afford interested persons an opportunity to submit written data1 views1 and arguments concerning such application4 7,c7 ,approval or denial 7i7 ,in general ,within #ij days of the date of publication of a notice under subparagraph 7,b7 7or within such longer period as to which the applicant consents71 the ,commission shall-- 7,i7 by order grant such registration2 or 7,,ii7 institute a denial proceeding under clause 7ii7 to determine whether registration should be denied4 7ii7 ,denial proceeding ,a proceeding under clause 7i77,,ii7 shall include notice of the grounds for denial under consideration and opportunity for hearing and shall be concluded within #ahj days of the date of the publication of a notice under subparagraph 7,b74 ,at the conclusion of such proceeding the ,commission1 by order1 shall grant or deny such registration4 ,the ,commission may extend the time for conclusion of such proceeding for up to #ij days if the ,commission finds good cause for such extension and publishes the ,commission's reasons for so finding or for such longer period as to which the applicant consents4 7iii7 ,criteria for approval or denial ,the ,commission shall grant a registration under this paragraph if the ,commission finds that the requirements of this title and the rules and regulations thereunder with respect to the applicant are satisfied4 ,the ,commission shall deny such registration if it does not make such finding4 7#b7 ,powers and restrictions ,in addition to the powers and restrictions otherwise applicable to a national securities exchange1 a venture exchange-- 7,a7 may only constitute1 maintain1 or provide a market place or facilities for bringing together purchasers and sellers of venture securities2 7,b7 may not extend unlisted trading privileges to any venture security2 7,c7 may only1 if the venture exchange is a listing tier of another national securities exchange1 allow trading in securities that are registered under section #ab7;b7 on a national securities exchange other than a venture exchange2 and 7,d7 may1 subject to the rule filing process under section #ai7;b7-- 7i7 determine the increment to be used for quoting and trading venture securities on the exchange2 and 7ii7 choose to carry out periodic auctions for the sale of a venture security instead of providing continuous trading of the venture security4 7#c7 ,treatment of certain exempted securities ,a security that is exempt from registration pursuant to section #c7;b7 of the ,securities ,act of #aicc shall be exempt from section #ab7;a7 of this title to the extent such securities are traded on a venture exchange1 if the issuer of such security is in compliance with-- 7,a7 all disclosure obligations of such section #c7;b7 and the regulations issued under such section2 and 7,b7 ongoing disclosure obligations of the applicable venture exchange that are similar to those provided by an issuer under tier #b of ,regulation ,a 7#ag ,,cfr #bcj4bea et seq474 7#d7 ,venture securities traded on venture exchanges may not trade on non-venture exchanges ,a venture security may not be traded on a national securities exchange that is not a venture exchange during any period in which the venture security is being traded on a venture exchange4 7#e7 ,rule of construction ,nothing in this subsection may be construed as requiring transactions in venture securities to be effected on a national securities exchange4 7#f7 ,commission authority to limit certain trading ,the ,commission may limit transactions in venture securities that are not effected on a national securities exchange as appropriate to promote efficiency1 competition1 capital formation1 and to protect investors4 7#g7 ,disclosures to investors ,the ,commission shall issue regulations to ensure that persons selling or purchasing venture securities on a venture exchange are provided disclosures sufficient to understand-- 7,a7 the characteristics unique to venture securities2 and 7,b7 in the case of a venture exchange that is a listing tier of another national securities exchange1 that the venture exchange is distinct from the other national securities exchange4 7#h7 ,definitions ,for purposes of this subsection3 7,a7 ,early-stage1 growth company 7i7 ,in general ,the term early-stage1 growth company means an issuer-- 7,i7 that has not made any registered initial public offering of any securities of the issuer2 and 7,,ii7 with a public float of less than or equal to the value of public float required to qualify as a large accelerated filer under section #bdj4ab;b-#b of title #ag1 ,code of ,federal ,regulations4 7ii7 ,treatment when public float exceeds threshold ,an issuer shall not cease to be an early-stage1 growth company by reason of the public float of such issuer exceeding the threshold specified in clause 7i77,,ii7 until the later of the following3 7,i7 ,the end of the period of #bd consecutive months during which the public float of the issuer exceeds #b1jjj1jjj1jjj 7as such amount is indexed for inflation every #e years by the ,commission to reflect the change in the ,consumer ,price ,index for ,all ,urban ,consumers published by the ,bureau of ,labor ,statistics1 setting the threshold to the nearest #a1jjj1jjj74 7,,ii7 ,the end of the #a-year period following the end of the #bd-month period described under subclause 7,i71 if the issuer requests such #a-year extension from a venture exchange and the venture exchange elects to provide such extension4 7,b7 ,public float ,with respect to an issuer1 the term public float means the aggregate worldwide market value of the voting and non-voting common equity of the issuer held by non-affiliates4 7,c7 ,venture security 7i7 ,in general ,the term venture security means-- 7,i7 securities of an early-stage1 growth company that are exempt from registration pursuant to section #c7;b7 of the ,securities ,act of #aicc2 7,,ii7 securities of an emerging growth company2 or 7,,iii7 securities registered under section #ab7;b7 and listed on a venture exchange 7or1 prior to listing on a venture exchange1 listed on a national securities exchange7 where-- 7aa7 the issuer of such securities has a public float less than or equal to the value of public float required to qualify as a large accelerated filer under section #bdj4ab;b-#b of title #ag1 ,code of ,federal ,regulations2 or 7bb7 the average daily trade volume is #ge1jjj shares or less during a continuous #fj-;day period4 7ii7 ,treatment when public float exceeds threshold ,securities shall not cease to be venture securities by reason of the public float of the issuer of such securities exceeding the threshold specified in clause 7i77,,iii77aa7 until the later of the following3 7,i7 ,the end of the period of #bd consecutive months beginning on the date-- 7aa7 the public float of such issuer exceeds #b1jjj1jjj1jjj2 and 7bb7 the average daily trade volume of such securities is #ajj1jjj shares or more during a continuous #fj-;day period4 7,,ii7 ,the end of the #a-year period following the end of the #bd-month period described under subclause 7,i71 if the issuer of such securities requests such #a-year extension from a venture exchange and the venture exchange elects to provide such extension4 4 7b7 ,securities ,act of #aicc ,section #ah of the ,securities ,act of #aicc 7#ae ,u4,s4,c4 #ggr7 is amended-- 7#a7 by redesignating subsection 7d7 as subsection 7e72 and 7#b7 by inserting after subsection 7c7 the following3 7d7 ,treatment of securities listed on a venture exchange ,notwithstanding subsection 7b71 a security is not a covered security pursuant to subsection 7b77#a77;,a7 if the security is only listed1 or authorized for listing1 on a venture exchange 7as defined under section #f7m7 of the ,securities ,exchange ,act of #aicd74 4 7c7 ,sense of ,congress ,it is the sense of the ,congress that the ,securities and ,exchange ,commission should-- 7#a7 when necessary or appropriate in the public interest and consistent with the protection of investors1 make use of the ,commission's general exemptive authority under section #cf of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #ghmm7 with respect to the provisions added by this section2 and 7#b7 if the ,commission determines appropriate1 create an ,office of ,venture ,exchanges within the ,commission's ,division of ,trading and ,markets4 7d7 ,rule of construction ,nothing in this section or the amendments made by this section shall be construed to impair or limit the construction of the antifraud provisions of the securities laws 7as defined in section #c7;a7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;c7a777 or the authority of the ,securities and ,exchange ,commission under those provisions4 7e7 ,effective date for tiers of existing national securities exchanges ,in the case of a securities exchange that is registered as a national securities exchange under section #f of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;f7 on the date of the enactment of this ,act1 any election for a listing tier of such exchange to be treated as a venture exchange under subsection 7m7 of such section shall not take effect before the date that is #ahj days after such date of enactment4 ,,xxi ,building ,up ,independent ,lives and ,dreams #baja4 ,mortgage loan transaction disclosure requirements 7a7 ,,tila ,amendment ,section #aje of the ,truth in ,lending ,act 7#ae ,u4,s4,c4 #afjd7 is amended by inserting after subsection 7d7 the following3 7e7 ,disclosure for charitable mortgage loan transactions ,with respect to a mortgage loan transaction involving a residential mortgage loan offered at zero percent interest primarily for charitable purposes by an organization having tax-exempt status under section #eja7;c77#c7 of the ,internal ,revenue ,code of #aihf1 forms ,,hud-#a and ,,gfe 7as defined under section #ajbd4b7;b7 of title #ab1 ,code of ,federal ,regulations71 together with a disclosure substantially in the form of the ,loan ,model ,form ,h-#b 7as defined under ,appendix ,h to section #ajbf of title #ab1 ,code of ,federal ,regulations7 shall1 collectively1 be an appropriate model form for purposes of subsection 7b74 4 7b7 ,,respa amendment ,section #d of the ,real ,estate ,settlement ,procedures ,act of #aigd 7#ab ,u4,s4,c4 #bfjc7 is amended by adding at the end the following3 7d7 ,with respect to a mortgage loan transaction involving a residential mortgage loan offered at zero percent interest primarily for charitable purposes1 an organization having tax-exempt status under section #eja7;c77#c7 of the ,internal ,revenue ,code of #aihf may use forms ,,hud-#a and ,,gfe 7as defined under section #ajbd4b7;b7 of title #ab1 ,code of ,federal ,regulations7 together with a disclosure substantially in the form of the ,loan ,model ,form ,h-#b 7as defined under ,appendix ,h to section #ajbf of title #ab1 ,code of ,federal ,regulations71 collectively1 in lieu of the disclosure published under subsection 7a74 4 7c7 ,regulations ,not later than #ahj days after the date of the enactment of this ,act1 the ,director of the ,bureau of ,consumer ,financial ,protection shall issue such regulations as may be necessary to implement the amendments made by subsections 7a7 and 7b74 7d7 ,effective date ,the amendments made by subsections 7a7 and 7b7 shall take effect on the date of the enactment of this ,act4 ,,xxii ,modernizing ,disclosures for ,investors #bbja4 ,form #aj-,q analysis 7a7 ,in general ,the ,securities and ,exchange ,commission shall conduct an analysis of the costs and benefits of requiring reporting companies to use ,form #aj-,q for submitting quarterly financial reports4 ,such analysis shall consider-- 7#a7 the costs and benefits of ,form #aj-,q to emerging growth companies2 7#b7 the costs and benefits of ,form #aj-,q to the ,commission in terms of its ability to protect investors1 maintain fair1 orderly1 and efficient markets1 and facilitate capital formation2 7#c7 the costs and benefits of ,form #aj-,q to other reporting companies1 investors1 market researchers1 and other market participants1 including the costs and benefits associated with-- 7,a7 the public availability of the information required to be filed on ,form #aj-,q2 7,b7 the use of a standardized reporting format across all classes of reporting companies2 and 7,c7 the quarterly disclosure by some companies of financial information in formats other than ,form #aj-,q1 such as a quarterly earnings press release2 7#d7 the costs and benefits of alternative formats for quarterly reporting for emerging growth companies to emerging growth companies1 the ,commission1 other reporting companies1 investors1 market researchers1 and other market participants2 and 7#e7 the expected impact of the use of alternative formats of quarterly reporting by emerging growth companies on overall market transparency and efficiency4 7b7 ,report required ,not later than #ahj days after the date of enactment of this ,act1 the ,commission shall issue a report to ,congress that includes-- 7#a7 the results of the analysis required by subsection 7a72 and 7#b7 recommendations for decreasing costs1 increasing transparency1 and increasing efficiency of quarterly financial reporting by emerging growth companies4 ,,xxiii ,fight ,illicit ,networks and ,detect ,trafficking #bcja4 ,findings ,the ,congress finds the following3 7#a7 ,according to the ,drug ,enforcement ,administration 7,,dea7 #bjag ,national ,drug ,threat ,assessment1 transnational criminal organizations are increasingly using virtual currencies4 7#b7 ,the ,treasury ,department has recognized that3 ,the development of virtual currencies is an attempt to meet a legitimate market demand4 ,according to a ,federal ,reserve ,bank of ,chicago economist1 ,united ,states consumers want payment options that are versatile and that provide immediate finality4 ,no ,united ,states payment method meets that description1 although cash may come closest4 ,virtual currencies can mimic cash's immediate finality and anonymity and are more versatile than cash for online and cross-border transactions1 making virtual currencies vulnerable for illicit transactions44 7#c7 ,virtual currencies have become a prominent method to pay for goods and services associated with illegal sex trafficking and drug trafficking1 which are two of the most detrimental and troubling illegal activities facilitated by online marketplaces4 7#d7 ,online marketplaces1 including the dark web1 have become a prominent platform to buy1 sell1 and advertise for illicit goods and services associated with sex trafficking and drug trafficking4 7#e7 ,according to the ,international ,labour ,organization1 in #bjaf1 #d4h million people in the world were victims of forced sexual exploitation1 and in #bjad1 the global profit from commercial sexual exploitation was #ii billion4 7#f7 ,in #bjaf1 within the ,united ,states1 the ,center for ,disease ,control estimated that there were #fd1jjj deaths related to drug overdose1 and the most severe increase in drug overdoses were those associated with fentanyl and fentanyl analogs 7synthetic opioids71 which amounted to over #bj1jjj overdose deaths4 7#g7 ,according to the ,united ,states ,department of the ,treasury #bjae ,national ,money ,laundering ,risk ,assessment1 an estimated #fd billion is generated annually from ,united ,states drug trafficking sales4 7#h7 ,illegal fentanyl in the ,united ,states originates primarily from ,china1 and it is readily available to purchase through online marketplaces4 #bcjb4 ,,gao ,study 7a7 ,study required ,the ,comptroller ,general of the ,united ,states shall conduct a study on how virtual currencies and online marketplaces are used to facilitate sex and drug trafficking4 ,the study shall consider-- 7#a7 how online marketplaces1 including the dark web1 are being used as platforms to buy1 sell1 or facilitate the financing of goods or services associated with sex trafficking or drug trafficking 7specifically1 opioids and synthetic opioids1 including fentanyl1 fentanyl analogs1 and any precursor chemicals associated with manufacturing fentanyl or fentanyl analogs7 destined for1 originating from1 or within the ,united ,states2 7#b7 how financial payment methods1 including virtual currencies and peer-to-peer mobile payment services1 are being utilized by online marketplaces to facilitate the buying1 selling1 or financing of goods and services associated with sex or drug trafficking destined for1 originating from1 or within the ,united ,states2 7#c7 how virtual currencies are being used to facilitate the buying1 selling1 or financing of goods and services associated with sex or drug trafficking1 destined for1 originating from1 or within the ,united ,states1 when an online platform is not otherwise involved2 7#d7 how illicit funds that have been transmitted online and through virtual currencies are repatriated into the formal banking system of the ,united ,states through money laundering or other means2 7#e7 the participants 7state and non-state actors7 throughout the entire supply chain that participate in or benefit from the buying1 selling1 or financing of goods and services associated with sex or drug trafficking 7either through online marketplaces or virtual currencies7 destined for1 originating from1 or within the ,united ,states2 7#f7 ,federal and ,state agency efforts to impede the buying1 selling1 or financing of goods and services associated with sex or drug trafficking destined for1 originating from1 or within the ,united ,states1 including efforts to prevent the proceeds from sex or drug trafficking from entering the ,united ,states banking system2 7#g7 how virtual currencies and their underlying technologies can be used to detect and deter these illicit activities2 and 7#h7 to what extent can the immutable and traceable nature of virtual currencies contribute to the tracking and prosecution of illicit funding4 7b7 ,scope ,for the purposes of the study required under subsection 7a71 the term sex trafficking means the recruitment1 harboring1 transportation1 provision1 obtaining1 patronizing1 or soliciting of a person for the purpose of a commercial sex act that is induced by force1 fraud1 or coercion1 or in which the person induced to perform such act has not attained #ah years of age4 7c7 ,report to ,congress ,not later than #a year after the date of enactment of this ,act1 the ,comptroller ,general of the ,united ,states shall submit to the ,committee on ,banking1 ,housing1 and ,urban ,affairs of the ,senate and the ,committee on ,financial ,services of the ,house of ,representatives a report summarizing the results of the study required under subsection 7a71 together with any recommendations for legislative or regulatory action that would improve the efforts of ,federal agencies to impede the use of virtual currencies and online marketplaces in facilitating sex and drug trafficking4 ,,xxiv ,improving ,investment ,research for ,small and ,emerging ,issuers #bdja4 ,research study 7a7 ,study required ,the ,securities and ,exchange ,commission shall conduct a study to evaluate the issues affecting the provision of and reliance upon investment research into small issuers1 including emerging growth companies and companies considering initial public offerings4 7b7 ,contents of study ,the study required under subsection 7a7 shall consider-- 7#a7 factors related to the demand for such research by institutional and retail investors2 7#b7 the availability of such research1 including-- 7,a7 the number and types of firms who provide such research2 7,b7 the volume of such research over time2 and 7,c7 competition in the research market2 7#c7 conflicts of interest relating to the production and distribution of investment research2 7#d7 the costs of such research2 7#e7 the impacts of different payment mechanisms for investment research into small issuers1 including whether such research is paid for by-- 7,a7 hard-dollar payments from research clients2 7,b7 payments directed from the client's commission income 7i4e41 soft dollars72 or 7,c7 payments from the issuer that is the subject of such research2 7#f7 any unique challenges faced by minority-owned1 women-owned1 and veteran-owned small issuers in obtaining research coverage2 and 7#g7 the impact on the availability of research coverage for small issuers due to-- 7,a7 investment adviser concentration and consolidation1 including any potential impacts of fund-size on demand for investment research of small issuers2 7,b7 broker and dealer concentration and consolidation1 including any relationships between the size of the firm and allocation of resources for investment research into small issuers2 7,c7 ,securities and ,exchange ,commission rules2 7,d7 registered national securities association rules2 7,e7 ,state and ,federal liability concerns2 7,f7 the settlement agreements referenced in ,securities and ,exchange ,commission ,litigation ,release ,no4 #ahdch 7i4e41 the ,global ,research ,analyst ,settlement72 and 7,g7 ,directive #bjad_/fe_/;,,eu of the ,european ,parliament and of the ,council of #ae ,may #bjad on markets in financial instruments and amending ,directive #bjjb_/ib_/;,,ec and ,directive #bjaa_/fa_/;,,eu1 as implemented by the ,european ,union 7,,eu7 member states 7,mi,f,i,d ,,ii74 7c7 ,report required ,not later than #ahj days after the date of the enactment of this ,act1 the ,securities and ,exchange ,commission shall submit to ,congress a report that includes-- 7#a7 the results of the study required by subsection 7a72 and 7#b7 recommendations to increase the demand for1 volume of1 and quality of investment research into small issuers1 including emerging growth companies and companies considering initial public offerings4 ,,xxv ,developing and ,empowering our ,aspiring ,leaders #beja4 ,definitions ,not later than the end of the #ahj-;day period beginning on the date of the enactment of this ,act1 the ,securities and ,exchange ,commission shall-- 7#a7 revise the definition of a qualifying investment under paragraph 7c7 of section #bge4bjc7l7-#a of title #ag1 ,code of ,federal ,regulations1 to include an equity security issued by a qualifying portfolio company1 whether acquired directly from the company or in a secondary acquisition2 and 7#b7 revise paragraph 7a7 of such section to require1 as a condition of a private fund qualifying as a venture capital fund under such paragraph1 that the qualifying investments of the private fund are predominantly qualifying investments that were acquired directly from a qualifying portfolio company4 ,,xxvi ,expanding ,investment in ,small ,businesses #bfja4 ,,sec study 7a7 ,in general ,the ,securities and ,exchange ,commission shall carry out a study of the #aj per centum threshold limitation applicable to the definition of a diversified company under section #e7;b77#a7 of the ,investment ,company ,act of #aidj 7#ae ,u4,s4,c4 #hj;a-#e7;b77#a77 and determine whether such threshold limits capital formation4 7b7 ,considerations ,in carrying out the study required under subsection 7a71 the ,commission shall consider the following3 7#a7 ,the size and number of diversified companies that are currently restricted in their ability to own more than #aj percent of the voting shares in an individual company4 7#b7 ,if investing preferences of diversified companies have shifted away from companies with smaller market capitalizations4 7#c7 ,the expected increase in the availability of capital to small and emerging growth companies if the threshold is increased4 7#d7 ,the ability of registered funds to manage liquidity risk4 7#e7 ,any other consideration that the ,commission considers necessary and appropriate for the protection of investors4 7c7 ,solicitation of public comments ,in carrying out the study required under subsection 7a71 the ,commission may solicit public comments4 7d7 ,report ,not later than the end of the #ahj-;day period beginning on the date of enactment of this ,act1 the ,commission shall issue a report to the ,congress1 and make such report publicly available on the website of the ,commission1 containing-- 7#a7 all findings and determinations made in carrying out the study required under subsection 7a72 and 7#b7 any legislative recommendations of the ,commission1 including any recommendation to update the #aj per centum threshold4 ,,xxvii ,promoting ,transparent ,standards for ,corporate ,insiders #bgja4 ,,sec study 7a7 ,study 7#a7 ,in general ,the ,securities and ,exchange ,commission shall carry out a study of whether ,rule #aj;b#e-a 7#ag ,,cfr #bdj4aj;b#e-a7 should be amended to-- 7,a7 limit the ability of issuers and issuer insiders to adopt a plan described under paragraph 7c77#a77;i77,a77#c7 of ,rule #aj;b#e-a 7trading plan7 when the issuer or issuer insider is permitted to buy or sell securities during issuer-adopted trading windows2 7,b7 limit the ability of issuers and issuer insiders to adopt multiple1 overlapping trading plans2 7,c7 establish a mandatory delay between the adoption of a trading plan and the execution of the first trade pursuant to such a plan and1 if so and depending on the ,commission's findings with respect to subparagraph 7,a7-- 7i7 whether any such delay should be the same for trading plans adopted during an issuer-adopted trading window as opposed to outside of such a window2 and 7ii7 whether any exceptions to such a delay are appropriate2 7,d7 limit the frequency that issuers and issuer insiders may modify or cancel trading plans2 7,e7 require issuers and issuer insiders to file with the ,commission trading plan adoptions1 amendments1 terminations and transactions2 or 7,f7 require boards of issuers that have adopted a trading plan to-- 7i7 adopt policies covering trading plan practices2 7ii7 periodically monitor trading plan transactions2 and 7iii7 ensure that issuer policies discuss trading plan use in the context of guidelines or requirements on equity hedging1 holding1 and ownership4 7#b7 ,additional considerations ,in carrying out the study required under paragraph 7#a71 the ,commission shall consider-- 7,a7 how any such amendments may clarify and enhance existing prohibitions against insider trading2 7,b7 the impact any such amendments may have on the ability of issuers to attract persons to become an issuer insider2 7,c7 the impact any such amendments may have on capital formation2 7,d7 the impact any such amendments may have on an issuer's willingness to operate as a public company2 and 7,e7 any other consideration that the ,commission considers necessary and appropriate for the protection of investors4 7b7 ,report ,not later than the end of the #a-year period beginning on the date of the enactment of this ,act1 the ,commission shall issue a report to the ,committee on ,financial ,services of the ,house of ,representatives and the ,committee on ,banking1 ,housing1 and ,urban ,affairs of the ,senate containing all findings and determinations made in carrying out the study required under section 7a74 7c7 ,rulemaking ,after the completion of the study required under subsection 7a71 the ,commission shall1 subject to public notice and comment1 revise ,rule #aj;b#e-a consistent with the results of such study4 ,,xxviii ,investment ,adviser ,regulatory ,flexibility ,improvement #bhja4 ,definition of small business of small organization ,not later than end the of the #a-year period beginning on the date of the enactment of this ,act1 the ,securities and ,exchange ,commission shall revise the definitions of a small business and small organization under section #bge4j-g of title #ag1 ,code of ,federal ,regulations1 to provide alternative methods under which a business or organization may qualify as a small business or small organization under such section4 ,in making such revision1 the ,commission shall consider whether such alternative methods should include a threshold based on the number of non-clerical employees of the business or organization4 ,,xxix ,enhancing ,multi-,class ,share ,disclosures #bija4 ,disclosure ,relating to ,multi-,class ,share ,structures ,section #ad of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #ghn7 is amended by adding at the end the following3 7k7 ,disclosure for issuers with multi-,class share structures 7#a7 ,disclosure ,the ,commission shall1 by rule1 require each issuer with a multi-class share structure to disclose the information described in paragraph 7#b7 in any proxy or consent solicitation material for an annual meeting of the shareholders of the issuer1 or any other filing as the ,commission determines appropriate4 7#b7 ,content ,a disclosure made under paragraph 7#a7 shall include1 with respect to each person who is a director1 director nominee1 or named executive officer of the issuer1 or who is the beneficial owner of securities with #e percent or more of the total combined voting power of all classes of securities entitled to vote in the election of directors-- 7,a7 the number of shares of all classes of securities entitled to vote in the election of directors beneficially owned by such person1 expressed as a percentage of the total number of the outstanding securities of the issuer entitled to vote in the election of directors2 and 7,b7 the amount of voting power held by such person1 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 directors4 7#c7 ,multi-class share structure ,in this subsection1 the term multi-class share structure means a capitalization structure that contains two or more classes of securities that have differing amounts of voting rights in the election of directors4 4 ,,xxx ,national ,senior ,investor ,initiative #cjja4 ,senior ,investor ,taskforce ,section #d of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;d7 is amended by adding at the end the following3 7k7 ,senior ,investor ,taskforce 7#a7 ,establishment ,there is established within the ,commission the ,senior ,investor ,taskforce 7in this subsection referred to as the ,taskforce74 7#b7 ,director of the ,taskforce ,the head of the ,taskforce shall be the ,director1 who shall-- 7,a7 report directly to the ,chairman2 and 7,b7 be appointed by the ,chairman1 in consultation with the ,commission1 from among individuals-- 7i7 currently employed by the ,commission or from outside of the ,commission2 and 7ii7 having experience in advocating for the interests of senior investors4 7#c7 ,staffing ,the ,chairman shall ensure that-- 7,a7 the ,taskforce is staffed sufficiently to carry out fully the requirements of this subsection2 and 7,b7 such staff shall include individuals from the ,division of ,enforcement1 ,office of ,compliance ,inspections and ,examinations1 and ,office of ,investor ,education and ,advocacy4 7#d7 ,minimizing duplication of efforts ,in organizing and staffing the ,taskforce1 the ,chairman shall take such actions as may be necessary to minimize the duplication of efforts within the divisions and offices described under paragraph 7#c77;,b7 and any other divisions1 offices1 or taskforces of the ,commission4 7#e7 ,functions of the ,taskforce ,the ,taskforce shall-- 7,a7 identify challenges that senior investors encounter1 including problems associated with financial exploitation and cognitive decline2 7,b7 identify areas in which senior investors would benefit from changes in the regulations of the ,commission or the rules of self-regulatory organizations2 7,c7 coordinate1 as appropriate1 with other offices within the ,commission1 other taskforces that may be established within the ,commission1 self-regulatory organizations1 and the ,elder ,justice ,coordinating ,council2 and 7,d7 consult1 as appropriate1 with ,state securities and law enforcement authorities1 ,state insurance regulators1 and other ,federal agencies4 7#f7 ,report ,the ,taskforce1 in coordination1 as appropriate1 with the ,office of the ,investor ,advocate and self-regulatory organizations1 and in consultation1 as appropriate1 with ,state securities and law enforcement authorities1 ,state insurance regulators1 and ,federal agencies1 shall issue a report every #b years to the ,committee on ,banking1 ,housing1 and ,urban ,affairs of the ,senate and the ,committee on ,financial ,services of the ,house of ,representatives1 the first of which shall not be issued until after the report described in section #cjjb of the ,,jobs and ,investor ,confidence ,act of #bjah has been issued and considered by the ,taskforce1 containing-- 7,a7 appropriate statistical information and full and substantive analysis2 7,b7 a summary of recent trends and innovations that have impacted the investment landscape for senior investors2 7,c7 a summary of regulatory initiatives that have concentrated on senior investors and industry practices related to senior investors2 7,d7 key observations1 best practices1 and areas needing improvement1 involving senior investors identified during examinations1 enforcement actions1 and investor education outreach2 7,e7 a summary of the most serious issues encountered by senior investors1 including issues involving financial products and services2 7,f7 an analysis with regard to existing policies and procedures of brokers1 dealers1 investment advisers1 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 refined2 7,g7 recommendations for such changes to the regulations1 guidance1 and orders of the ,commission and self-regulatory organizations and such legislative actions as may be appropriate to resolve problems encountered by senior investors2 and 7,h7 any other information1 as determined appropriate by the ,director of the ,taskforce4 7#g7 ,sunset ,the ,taskforce shall terminate after the end of the #aj-year period beginning on the date of the enactment of this subsection1 but may be reestablished by the ,chairman4 7#h7 ,senior investor defined ,for purposes of this subsection1 the term senior investor means an investor over the age of #fe4 4 #cjjb4 ,,gao study 7a7 ,in general ,not later than #a year after the date of enactment of this ,act1 the ,comptroller ,general of the ,united ,states shall submit to ,congress and the ,senior ,investor ,taskforce the results of a study on the economic costs of the financial exploitation of senior citizens4 7b7 ,contents ,the study required under subsection 7a7 shall include information with respect to-- 7#a7 costs-- 7,a7 associated with losses by victims that were incurred as a result of the financial exploitation of senior citizens2 7,b7 incurred by ,state and ,federal agencies1 law enforcement and investigatory agencies1 public benefit programs1 public health programs1 and other public programs as a result of the financial exploitation of senior citizens2 and 7,c7 incurred by the private sector as a result of the financial exploitation of senior citizens2 and 7#b7 any other relevant costs that-- 7,a7 result from the financial exploitation of senior citizens2 and 7,b7 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 ,states4 7c7 ,senior citizen defined ,for purposes of this section1 the term senior citizen means an individual over the age of #fe4 ,,xxxi ,middle ,market ,,ipo ,underwriting ,cost #caja4 ,study on ,,ipo fees 7a7 ,study ,the ,securities and ,exchange ,commission1 in consultation with the ,financial ,industry ,regulatory ,authority1 shall carry out a study of the costs associated with small- and medium-sized companies to undertake initial public offerings 7,i,p,os74 ,in carrying out such study1 the ,commission shall-- 7#a7 consider the direct and indirect costs of an ,,ipo1 including-- 7,a7 fees1 such as gross spreads paid to underwriters1 ,,ipo advisors1 and other professionals2 7,b7 compliance with ,federal and ,state securities laws at the time of the ,,ipo2 and 7,c7 such other ,,ipo-related costs as the ,commission determines appropriate2 7#b7 compare and analyze the costs of an ,,ipo with the costs of obtaining alternative sources of financing and of liquidity2 7#c7 consider the impact of such costs on capital formation2 7#d7 analyze the impact of these costs on the availability of public securities of small- and medium-sized companies to retail investors2 and 7#e7 analyze trends in ,i,p,os over a time period the ,commission determines is appropriate to analyze ,,ipo pricing practices1 considering-- 7,a7 the number of ,i,p,os2 7,b7 how costs for ,i,p,os have evolved over time1 including fees paid to underwriters1 investment advisory firms1 and other professions for services in connection with an ,,ipo2 7,c7 the number of brokers and dealers active in underwriting ,i,p,os2 7,d7 the different types of services that underwriters and related persons provide before and after a small- or medium-sized company ,,ipo and the factors impacting underwriting costs2 7,e7 changes in the costs and availability of investment research for small- and medium-sized companies2 and 7,f7 any other consideration the ,commission considers necessary and appropriate4 7b7 ,report ,not later than the end of the #cfj-;day period beginning on the date of the enactment of this ,act1 the ,commission shall issue a report to the ,congress containing all findings and determinations made in carrying out the study required under subsection 7a7 and any administrative or legislative recommendations the ,commission may have4 ,,xxxii ,crowdfunding ,amendments #cbja4 ,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 one 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 #cbjb4 ,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 ,amend the title so as to read3 ,an ,act to modernize ,u4,s4 markets and to promote capital formation1 investor confidence1 and economic growth1 and for other purposes44 ,clerk4