#aaith ,,congress #ast ,session ,h4 ,r4 #cchc ,,an ,,act ,to amend the ,investment ,company ,act of #aidj with respect to the authority of closed-end companies to invest in private funds4 #a4 ,short title2 table of contents 7a7 ,short title ,this ,act may be cited as the ,incentivizing ,new ,ventures and ,economic ,strength ,through ,capital ,formation ,act of #bjbe or the ,,invest ,act of #bjbe4 7b7 ,table of contents ,the table of contents for this ,act is as follows3 ,sec4 #a4 ,short title2 table of contents4 ,title ,i--,expanding ,access to ,capital for ,small ,businesses ,sec4 #aja4 ,expanding access to capital for rural job creators4 ,sec4 #ajb4 ,helping angels lead our startups4 ,sec4 #ajc4 ,amendment for crowdfunding capital enhancement and small-business support4 ,sec4 #ajd4 ,small business investor capital access4 ,sec4 #aje4 ,advocating for small business4 ,sec4 #ajf4 ,small entity update4 ,sec4 #ajg4 ,improving access to small business information4 ,sec4 #ajh4 ,improving capital allocation for newcomers4 ,sec4 #aji4 ,developing and empowering our aspiring leaders4 ,title ,,ii--,increasing ,opportunities for ,investors ,sec4 #bja4 ,fair investment opportunities for professional experts4 ,sec4 #bjb4 ,retirement fairness for charities and educational institutions4 ,sec4 #bjc4 ,equal opportunity for all investors4 ,sec4 #bjd4 ,senior ,security4 ,sec4 #bje4 ,improving disclosure for investors4 ,sec4 #bjf4 ,increasing investor opportunities4 ,title ,,iii--,strengthening ,public ,markets ,sec4 #cja4 ,encouraging local emerging ventures and economic growth4 ,sec4 #cjb4 ,access to small business investor capital4 ,sec4 #cjc4 ,encouraging public offerings4 ,sec4 #cjd4 ,greenlighting growth4 ,sec4 #cje4 ,middle market ,,ipo cost4 ,sec4 #cjf4 ,expanding ,,wksi eligibility4 ,sec4 #cjg4 ,enhancing multi-class share disclosures4 ,i ,expanding ,access to ,capital for ,small ,businesses #aja4 ,expanding access to capital for rural job creators ,section #d7;i7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;d7i77 is amended-- 7#a7 in paragraph 7#d77;,c71 by inserting 1 rural-area small businesses after women-owned small businesses2 and 7#b7 in paragraph 7#f77;,b77iii71 by inserting 1 rural-area small businesses after women-owned small businesses4 #ajb4 ,helping angels lead our startups 7a7 ,definitions ,for purposes of this section and the revision of rules required under this section3 7#a7 ,angel investor group ,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 7#b7 ,issuer ,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 7b7 ,in general ,not later than #f months after the date of enactment of this ,act1 the ,securities and ,exchange ,commission shall revise ,regulation ,d 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 the ,district of ,columbia1 any ,state1 a federally recognized ,indian ,tribe1 a political subdivision of any ,state1 territory1 or federally recognized ,indian ,tribe1 or 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 an incubator or accelerator2 7,f7 a venture forum1 venture capital association1 or trade association1 other than an association created solely for the purpose of sponsoring an event described under this subsection2 or 7,g7 any other group1 person1 or entity as the ,securities and ,exchange ,commission may determine by rule2 7#b7 that is not held in any facility that is owned or operated by a religious organization1 other than an institution of higher education that is accredited and operated primarily for post-secondary education2 7#c7 where any advertising for the event does not reference any specific offering of securities by the issuer2 7#d7 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 reasonable 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#e7 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 7c7 ,rule of construction ,subsection 7b7 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 7d7 ,no pre-existing substantive relationship by reason of event ,attendance at an event described under subsection 7b7 shall not qualify1 by itself1 as establishing a pre-existing substantive relationship between an issuer and a purchaser1 for purposes of ,rule #ejf7;b74 #ajc4 ,amendment for crowdfunding capital enhancement and small-business support 7a7 ,in general ,section #d;,a of the ,securities ,act of #aicc 7#ae ,u4,s4,c4 #gg;d-#a7 is amended-- 7#a7 in subsection 7b77#a77;,d71 by striking #ajj1jjj each place such term appears and inserting #bej1jjj2 and 7#b7 by adding at the end the following3 7i7 ,discretion to adjust amount ,the ,commission may increase the amount specified in subsections 7b77#a77;,d77i7 and 7b77#a77;,d77ii7 from #bej1jjj to an amount not greater than #djj1jjj upon the recommendation of the ,office of the ,advocate for ,small ,business ,capital ,formation and the ,office of the ,investor ,advocate4 4 7b7 ,technical corrections ,the ,securities ,act of #aicc 7#ae ,u4,s4,c4 #gg;a et seq47 is amended-- 7#a7 in section #d;,a-- 7,a7 by striking section #d7f7 each place such term appears and inserting section #d7;a77#f72 and 7,b7 by striking section #d7f77;,b7 each place such term appears and inserting section #d7;a77#f77;,b72 7#b7 in section #af7;f77#c71 by striking section #d7b7 and inserting section #d7;a77#b72 and 7#c7 in section #ah-- 7,a7 in subsection 7b77#d7-- 7i7 in subparagraph 7,b71 by striking section #d7d7 and inserting section #d7;a77#d72 7ii7 in subparagraph 7,c71 by striking section #d7f7 and inserting section #d7;a77#f72 and 7iii7 in subparagraph 7,f71 by striking section #d7b7 each place such term appears and inserting section #d7;a77#b72 and 7,b7 in subsection 7c77#a77;,b71 by striking section #d7f7 and inserting section #d7;a77#f72 #ajd4 ,small business investor capital access ,section #bjc7m7 of the ,investment ,advisers ,act of #aidj 7#ae ,u4,s4,c4 #hj;b-#c7m77 is amended-- 7#a7 in paragraph 7#a71 by striking #aej1jjj1jjj and inserting #age1jjj1jjj2 and 7#b7 by adding at the end the following3 7#e7 ,inflation adjustment ,the ,commission shall1 every #e years1 adjust the dollar amount described under paragraph 7#a7 to reflect the change in the ,consumer ,price ,index for ,all ,urban ,consumers published by the ,bureau of ,labor ,statistics of the ,department of ,labor1 and round such dollar amount to the nearest multiple of #a1jjj1jjj4 4 #aje4 ,advocating for small business ,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 ,offices of ,small ,business ,the ,commission shall ensure that1 within each of the ,division of ,corporation ,finance1 the ,division of ,investment ,management1 and the ,division of ,trading and ,markets1 an ,office of ,small ,business is established that shall coordinate with the ,office of the ,advocate for ,small ,business ,capital ,formation on rules and policy priorities related to capital formation4 ,this subsection may not be construed to authorize expenditures for additional full-time equivalent employees4 4 #ajf4 ,small entity update 7a7 ,definitions ,in this section-- 7#a7 the term ,commission means the ,securities and ,exchange ,commission2 and 7#b7 the term small entity-- 7,a7 has the meaning given the term in section #fja of title #e1 ,united ,states ,code1 with respect to the activities of the ,commission2 and 7,b7 includes any definition established by the ,commission of the term small business1 small organization1 small governmental jurisdiction1 or small entity under paragraph 7#c71 7#d71 7#e71 or 7#f71 respectively1 of section #fja of title #e1 ,united ,states ,code1 with respect to the activities of the ,commission4 7b7 ,studies and reports ,not later than #a year after the date of enactment of this ,act1 and again #e years thereafter1 the ,commission shall-- 7#a7 conduct a study of the definition of the term small entity with respect to the activities of the ,commission for the purposes of chapter #f of title #e1 ,united ,states ,code1 which shall consider-- 7,a7 the extent to which the definition of the term small entity1 as in effect during the period in which the study is conducted1 aligns with the findings and declarations made under section #b7;a7 of the ,regulatory ,flexibility ,act 7#e ,u4,s4,c4 #fja note72 7,b7 the amount by which financial markets in the ,united ,states have grown since the last time the ,commission amended the definition of the term small entity1 if applicable2 and 7,c7 how the ,commission should define the term small entity to ensure that the entities that would fall under that definition be appropriately considered a small entity consistent with subparagraphs 7,a7 and 7,b72 and 7#b7 submit to ,congress a report that includes-- 7,a7 the results of the applicable study conducted under paragraph 7#a72 and 7,b7 specific and detailed recommendations on the ways in which the ,commission could amend the definition of the term small entity to-- 7i7 be consistent with the results described in subparagraph 7,a72 and 7ii7 expand the number of entities covered by such definition4 7c7 ,proposed rule revisions in lieu of study 7#a7 ,initial study ,the ,commission may satisfy the requirement to conduct the first study described in subsection 7b77#a7 and submit the associated report described in subsection 7b77#b7 by1 within #a year of the date of enactment of this ,act1 proposing revisions to the rules of the ,commission relating to the term small entity in consideration of subparagraphs 7,a71 7,b71 and 7,c7 of subsection 7b77#a74 7#b7 ,second study ,the ,commission may satisfy the requirement to conduct the second study described in subsection 7b77#a7 and submit the associated report described in subsection 7b77#b7 by1 no sooner than #e years and no later than #f years after the date of enactment of this ,act1 proposing revisions to the rules of the ,commission relating to the term small entity in consideration of subparagraphs 7,a71 7,b71 and 7,c7 of subsection 7b77#a74 7d7 ,rulemaking ,concurrently with1 or after the completion of1 each study required under subsection 7b71 the ,commission shall1 subject to public notice and comment1 revise the rules of the ,commission consistent with the results of such study4 7e7 ,inflation adjustments ,after the ,commission issues the final rule revisions required under subsection 7c71 and every #e years thereafter1 the ,commission shall adjust any dollar figures under the definition of small entity established by the ,commission to reflect the change in the ,consumer ,price ,index for ,all ,urban ,consumers published by the ,bureau of ,labor ,statistics of the ,department of ,labor4 #ajg4 ,improving access to small business information ,section #d7;i7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;d7i77 is amended by adding at the end the following3 7#aj7 ,preservation of information collection burden review 7,a7 ,in general ,actions taken by the ,advocate for ,small ,business ,capital ,formation under this subsection shall not be a collection of information for purposes of subchapter ,i of chapter #ce of title #dd1 ,united ,states ,code 7commonly known as the ,paperwork ,reduction ,act74 7,b7 ,exceptions ,notwithstanding subparagraph 7,a71 the requirements under subsections 7c77#a71 7c77#d71 and 7i7 of section #cejf of title #dd1 ,united ,states ,code1 and section #cejg7;a77#a77;,a7 of such title shall apply to actions taken by the ,advocate for ,small ,business ,capital ,formation under this subsection1 except that the ,commission shall not be required-- 7i7 to submit a collection of information by the ,advocate to the ,director of the ,office of ,management and ,budget1 as referenced under section #cejf7;c77#a77;,a7 of such title2 7ii7 to display a control number on a collection of information by the ,advocate1 as described under section #cejf7;c77#a77;,b77i7 of such title 7or to inform a person receiving a collection of information from the ,advocate that the collection of information needs to display a control number1 as described under section #cejf7;c77#a77;,b77iii77,v7 of such title72 or 7iii7 to indicate a collection of information by the ,advocate is in accordance with the clearance requirements of section #cejg of such title1 as described under section #cejf7;c77#a77;,b77ii7 of such title4 4 #ajh4 ,improving capital allocation for newcomers 7a7 ,qualifying venture capital funds ,section #c7;c77#a7 of the ,investment ,company ,act of #aidj 7#ae ,u4,s4,c4 #hj;a-#c7;c77#a77 is amended-- 7#a7 in the matter preceding subparagraph 7,a71 by striking #bej persons and inserting #ejj persons2 and 7#b7 in subparagraph 7,c77i7-- 7,a7 by striking #aj1jjj1jjj and inserting #ej1jjj1jjj2 and 7,b7 by striking beginning from a measurement made by the ,commission on a date selected by the ,commission and inserting beginning from a measurement made on the date of the enactment of the ,,invest ,act of #bjbe4 7b7 ,study and rulemaking 7#a7 ,in general ,beginning #e years after the date of enactment of this ,act1 the ,advocate for ,small ,business ,capital ,formation1 in consultation with the ,investor ,advocate1 shall conduct a study on the effect of the amendments made by subsection 7a7 on the businesses and startup entities in which qualifying venture capital funds invest1 specifically including1 with respect to such businesses and startup entities1 changes or trends relating to-- 7,a7 the geographic distribution of capital to portfolio companies2 7,b7 the socio-economic characteristics of founders or controlling persons2 7,c7 the veteran status of founders or controlling persons2 7,d7 the industry sector1 size1 stage of development1 and related details2 and 7,e7 other factors or metrics determined by the ,advocate for ,small ,business ,capital ,formation4 7#b7 ,authorities related to required study ,for purposes of conducting the study required by paragraph 7#a71 the ,advocate for ,small ,business ,capital ,formation and the ,investor ,advocate shall have the authority to-- 7,a7 obtain from the ,securities and ,exchange ,commission 7in this section referred to as the ,commission7 and utilize any data or information necessary to carry out the study2 7,b7 request and receive assistance from any division or office of the ,commission1 including the ,division of ,economic and ,risk ,analysis2 and 7,c7 enter into agreements with third parties to assist in data analysis4 7#c7 ,report ,the ,advocate for ,small ,business ,capital ,formation shall issue a report to the ,congress containing all findings and determinations made in carrying out the study required in paragraph 7#a71 and make such report available to the public on the website of the ,commission4 7#d7 ,public comment ,during the #ahj-;day period beginning on the date the report is issued under paragraph 7#c71 the ,commission shall solicit feedback from the public on the findings and determinations contained in the report4 7#e7 ,rulemaking 7,a7 ,in general ,the ,commission1 in consultation with the ,investor ,advocate and the ,advocate for ,small ,business ,capital ,formation1 may1 after considering all comments received under paragraph 7#c7 and only if the ,commission determines in such report that the amendments made by subsection 7a7 have had a demonstrable effect on increasing the geographic distribution of capital to portfolio companies1 increasing the variety of the socio-economic characteristics of founders or controlling persons1 or increasing the number of founders or controlling persons who are veterans1 issue rules to-- 7i7 increase or decrease the #ejj person threshold described in the matter preceding subparagraph 7,a7 of section #c7;c77#a7 of the ,investment ,company ,act of #aidj1 but such threshold may not exceed #gej persons or be reduced below #bej persons2 and 7ii7 increase or decrease the #ej1jjj1jjj dollar figure in section #c7;c77#a77;,c77i7 of the ,investment ,company ,act of #aidj1 but such dollar figure may not exceed #ajj1jjj1jjj or be reduced below #aj1jjj1jjj4 7,b7 ,deadline for rulemaking ,the rulemaking authority in subparagraph 7,a7 only applies to a rule with respect to which the proposed rule was issued during the #ahj-;day period beginning at the end of the public comment period described in paragraph 7#d74 7,c7 ,no effect on inflation adjustments ,a rule issued under this subsection shall have no effect on the requirement under clause 7i7 of section #c7;c77#a77;,c7 of the ,investment ,company ,act of #aidj 7#ae ,u4,s4,c4 #hj;a-#c7;c77#a77;,c77 to index the first dollar amount in such clause for inflation4 #aji4 ,developing and empowering our aspiring leaders ,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 ,regulations-- 7,a7 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 to specify that an investment in another venture capital fund 7as defined in paragraph 7a7 section #bge4bjc7l7-#a of title #ag1 ,code of ,federal ,regulations7 is a qualifying investment under such definition2 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 that1 immediately after the acquisition of any asset1 such fund holds no more than #di percent of the amount of the fund's aggregate capital contributions and uncalled committed capital 7excluding short-term holdings7 in-- 7,a7 one or more venture capital funds2 or 7,b7 qualifying investments acquired in a secondary acquisition1 valued at cost or fair value1 consistently applied by the fund4 ,,ii ,increasing ,opportunities for ,investors #bja4 ,fair investment opportunities for professional experts 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 subparagraphs 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 with respect to a proposed sale of a security1 any natural person whose individual net worth1 or joint net worth with that person's spouse or spousal equivalent1 at the time of such sale1 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 such sale1 shall not be included as a liability 7except that if the amount of such indebtedness outstanding at the time of such sale 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 such sale 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 or spousal equivalent 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-- 7i7 currently licensed or registered as a broker or investment adviser by the ,commission1 a self-regulatory organization 7as defined in section #c7;a7 of the ,securities ,exchange ,act of #aicd71 or the securities division of a ,state1 the ,district of ,columbia1 or a territory of the ,united ,states or the equivalent division responsible for licensing or registration of individuals in connection with securities activities2 and 7ii7 in good standing with respect to such license or registration2 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 a self-regulatory organization 7as defined in section #c7;a7 of the ,securities ,exchange ,act of #aicd72 or 4 7b7 ,rulemaking ,not later than #ahj days after the date of enactment of this ,act1 the ,securities and ,exchange ,commission shall revise the definition of accredited investor under ,regulation ,d 7#ag ,,cfr #bcj4ejj et seq47 to conform with the amendments made by subsection 7a74 #bjb4 ,retirement fairness for charities and educational institutions 7a7 ,amendments to the ,investment ,company ,act of #aidj ,section #c7;c77#aa7 of the ,investment ,company ,act of #aidj 7#ae ,u4,s4,c4 #hj;a-#c7;c77#aa77 is amended to read as follows3 7#aa7 ,any-- 7,a7 employee's stock bonus1 pension1 or profit-sharing trust which meets the requirements for qualification under section #dja of the ,internal ,revenue ,code of #aihf2 7,b7 custodial account meeting the requirements of section #djc7;b77#g7 of such ,code2 7,c7 governmental plan described in section #c7;a77#b77;,c7 of the ,securities ,act of #aicc 7#ae ,u4,s4,c4 #gg;c7a77#b77;,c772 7,d7 collective trust fund maintained by a bank consisting solely of assets of one or more-- 7i7 trusts described in subparagraph 7,a72 7ii7 governmental plans described in subparagraph 7,c72 7iii7 church plans1 companies1 or accounts that are excluded from the definition of an investment company under paragraph 7#ad7 of this subsection2 or 7iv7 plans which meet the requirements of section #djc7;b7 of the ,internal ,revenue ,code of #aihf-- 7,i7 if-- 7aa7 such plan is subject to title ,i of the ,employee ,retirement ,income ,security ,act of #aigd 7#bi ,u4,s4,c4 #ajja et seq472 7bb7 any employer making such plan available agrees to serve as a fiduciary for the plan with respect to the selection of the plan's investments among which participants can choose2 or 7cc7 such plan is a governmental plan 7as defined in section #dad7;d7 of such ,code72 and 7,,ii7 if the employer1 a fiduciary of the plan1 or another person acting on behalf of the employer reviews and approves each investment alternative offered under such plan described under subclause 7,i77cc7 prior to the investment being offered to participants in the plan2 or 7,e7 separate account the assets of which are derived solely from-- 7i7 contributions under pension or profit-sharing plans which meet the requirements of section #dja of the ,internal ,revenue ,code of #aihf or the requirements for deduction of the employer's contribution under section #djd7;a77#b7 of such ,code2 7ii7 contributions under governmental plans in connection with which interests1 participations1 or securities are exempted from the registration provisions of section #e of the ,securities ,act of #aicc 7#ae ,u4,s4,c4 #gg;e7 by section #c7;a77#b77;,c7 of such ,act 7#ae ,u4,s4,c4 #gg;c7a77#b77;,c772 7iii7 advances made by an insurance company in connection with the operation of such separate account2 and 7iv7 contributions to a plan described in clause 7iii7 or 7iv7 of subparagraph 7,d74 4 7b7 ,amendments to the ,securities ,act of #aicc ,section #c7;a77#b7 of the ,securities ,act of #aicc 7#ae ,u4,s4,c4 #gg;c7a77#b77 is amended-- 7#a7 by striking beneficiaries1 or 7,d7 and inserting beneficiaries1 7,d7 a plan which meets the requirements of section #djc7;b7 of such ,code 7i7 if 7,i7 such plan is subject to title ,i of the ,employee ,retirement ,income ,security ,act of #aigd 7#bi ,u4,s4,c4 #ajja et seq471 7,,ii7 any employer making such plan available agrees to serve as a fiduciary for the plan with respect to the selection of the plan's investments among which participants can choose1 or 7,,iii7 such plan is a governmental plan 7as defined in section #dad7;d7 of such ,code71 and 7ii7 if the employer1 a fiduciary of the plan1 or another person acting on behalf of the employer reviews and approves each investment alternative offered under any plan described under clause 7i77,,iii7 prior to the investment being offered to participants in the plan1 or 7,e72 7#b7 by striking 7,c71 or 7,d7 and inserting 7,c71 7,d71 or 7,e72 and 7#c7 by striking 7iii7 which is a plan funded and all that follows through retirement income account74 and inserting 7iii7 in the case of a plan not described in subparagraph 7,d7 or 7,e71 which is a plan funded by an annuity contract described in section #djc7;b7 of such ,code4 7c7 ,amendments to the ,securities ,exchange ,act of #aicd ,section #c7;a77#ab77;,c7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;c7a77#ab77;,c77 is amended-- 7#a7 by striking or 7iv7 and inserting 7iv7 a plan which meets the requirements of section #djc7;b7 of such ,code 7,i7 if 7aa7 such plan is subject to title ,i of the ,employee ,retirement ,income ,security ,act of #aigd 7#bi ,u4,s4,c4 #ajja et seq471 7bb7 any employer making such plan available agrees to serve as a fiduciary for the plan with respect to the selection of the plan's investments among which participants can choose1 or 7cc7 such plan is a governmental plan 7as defined in section #dad7;d7 of such ,code71 and 7,,ii7 if the employer1 a fiduciary of the plan1 or another person acting on behalf of the employer reviews and approves each investment alternative offered under any plan described under subclause 7,i77cc7 prior to the investment being offered to participants in the plan1 or 7v72 7#b7 by striking 7ii71 or 7iii7 and inserting 7ii71 7iii71 or 7iv72 and 7#c7 by striking 7,,ii7 is a plan funded and inserting 7,,ii7 in the case of a plan not described in clause 7iv71 is a plan funded4 7d7 ,conforming ,amendment to the ,securities ,exchange ,act of #aicd ,section #ab7;g77#b77;,h7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #ghl7g77#b77;,h77 is amended by striking or 7iii7 and inserting 7iii7 a plan described in section #c7;a77#ab77;,c77iv7 of this ,act1 or 7iv74 #bjc4 ,equal opportunity for all investors 7a7 ,in general ,the ,commission shall revise the definition of accredited investor under ,regulation ,d 7section #bcj4ejj et seq4 of title #ag1 ,code of ,federal ,regulations7 to include any natural person who is certified through the examination required under subsection 7b74 7b7 ,establishment of examination ,not later than #a year after the date of the enactment of this ,act1 the ,commission shall establish an examination 7including a test1 certification1 or examination program7-- 7#a7 to certify an individual as an accredited investor2 and 7#b7 that-- 7,a7 is designed with an appropriate level of difficulty such that an individual with financial sophistication would be unlikely to fail2 and 7,b7 includes methods to determine whether an individual seeking to be certified as an accredited investor demonstrates competency with respect to-- 7i7 the different types of securities2 7ii7 the disclosure requirements under the securities laws applicable to issuers and offerings of securities exempt from registration under section #e of the ,securities ,act of #aicc as compared to issuers and offerings of securities subject to such section #e2 7iii7 corporate governance2 7iv7 financial statements and the components of such statements2 7v7 aspects of unregistered securities1 securities issued by private companies1 and investments into private funds1 including risks associated with-- 7,i7 limited liquidity2 7,,ii7 limited disclosures2 7,,iii7 subjectivity and variability in valuations and the analytical tools investors may use to assess such valuations2 7,,iv7 information asymmetry2 7,v7 leverage risks2 7,,vi7 concentration risk2 and 7,,vii7 longer investment horizons2 7vi7 potential conflicts of interest1 when the interests of financial professionals and their clients are misaligned or when their professional responsibilities may be in conflict with financial motivations2 and 7vii7 such other criteria as the ,commission determines necessary or appropriate in the public interest or for the protection of investors4 7c7 ,administration ,beginning not later than #ahj days after the date the examination is established under subsection 7b71 such examination shall be administered and offered free of charge to the public by a registered national securities association under section #ae;,a of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gho-#c74 7d7 ,commission defined ,in this section1 the term ,commission means the ,securities and ,exchange ,commission4 #bjd4 ,senior ,security 7a7 ,senior ,investor ,taskforce ,section #d of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;d71 as amended by section #aje is further amended by adding at the end the following3 7l7 ,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 ,no compensation for members of ,taskforce ,all members of the ,taskforce appointed under paragraph 7#b7 or 7#c7 shall serve without compensation in addition to that received for their services as officers or employees of the ,united ,states4 7#e7 ,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#f7 ,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#g7 ,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 and the ,special ,committee on ,aging 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 #c of the ,national ,senior ,investor ,initiative ,act of #bjbe 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#h7 ,request for reports ,the ,taskforce shall make any report issued under paragraph 7#g7 available to a ,member of ,congress who requests such a report4 7#i7 ,sunset ,the ,taskforce shall terminate after the end of the #aj-year period beginning on the date of the enactment of this subsection4 7#aj7 ,senior investor defined ,in this subsection1 the term senior investor means an investor over the age of #fe4 7#aa7 ,use of existing funds ,the ,commission shall use existing funds to carry out this subsection4 4 7b7 ,,gao study 7#a7 ,study ,not later than #b years 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 of financial exploitation of senior citizens4 7#b7 ,contents ,the study required under paragraph 7#a7 shall include information with respect to-- 7,a7 economic costs of the financial exploitation of senior citizens-- 7i7 associated with losses by victims that were incurred as a result of the financial exploitation of senior citizens2 7ii7 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 7iii7 incurred by the private sector as a result of the financial exploitation of senior citizens2 and 7iv7 any other relevant costs that-- 7,i7 result from the financial exploitation of senior citizens2 and 7,,ii7 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 ,states2 7,b7 frequency of senior financial exploitation and correlated or contributing factors-- 7i7 information about percentage of senior citizens financially exploited each year2 and 7ii7 information about factors contributing to increased risk of exploitation1 including such factors as race1 social isolation1 income1 net worth1 religion1 region1 occupation1 education1 home-ownership1 illness1 and loss of spouse2 and 7,c7 policy responses and reporting of senior financial exploitation-- 7i7 the degree to which financial exploitation of senior citizens unreported to authorities2 7ii7 the reasons that financial exploitation may be unreported to authorities2 7iii7 to the extent that suspected elder financial exploitation is currently being reported-- 7,i7 information regarding which ,federal1 ,state1 and local agencies are receiving reports1 including adult protective services1 law enforcement1 industry1 regulators1 and professional licensing boards2 7,,ii7 information regarding what information is being collected by such agencies2 and 7,,iii7 information regarding the actions that are taken by such agencies upon receipt of the report and any limits on the agencies' ability to prevent exploitation1 such as jurisdictional limits1 a lack of expertise1 resource challenges1 or limiting criteria with regard to the types of victims they are permitted to serve2 7iv7 an analysis of gaps that may exist in empowering ,federal1 ,state1 and local agencies to prevent senior exploitation or respond effectively to suspected senior financial exploitation2 and 7v7 an analysis of the legal hurdles that prevent ,federal1 ,state1 and local agencies from effectively partnering with each other and private professionals to effectively respond to senior financial exploitation4 7#c7 ,senior citizen defined ,in this subsection1 the term senior citizen means an individual over the age of #fe4 #bje4 ,improving disclosure for investors 7a7 ,promulgation of rules ,not later than #ahj days after the date of the enactment of this section1 the ,securities and ,exchange ,commission shall propose and1 not later than #a year after the date of the enactment of this section1 the ,commission shall finalize rules1 regulations1 amendments1 or interpretations1 as appropriate1 to allow a covered entity to satisfy the entity's obligation to deliver regulatory documents required under the securities laws to investors using electronic delivery4 7b7 ,required provisions ,rules1 regulations1 amendments1 or interpretations the ,commission promulgates pursuant to subsection 7a7 shall3 7#a7 ,with respect to investors that do not receive all regulatory documents by electronic delivery1 provide for-- 7,a7 delivery of an initial communication in paper form regarding electronic delivery2 7,b7 a transition period not to exceed #ahj days until such regulatory documents are delivered to such investors by electronic delivery2 and 7,c7 during a period not to exceed #b years following the transition period set forth in subparagraph 7,b71 delivery of an annual notice in paper form solely reminding such investors of the ability to opt out of electronic delivery at any time and receive paper versions of regulatory documents4 7#b7 ,set forth requirements for the content of the initial communication described in paragraph 7#a77;,a74 7#c7 ,set forth requirements for the timing of delivery of a notice of website availability of regulatory documents and the content of the appropriate notice described in subsection 7g77#c77;,b74 7#d7 ,provide a mechanism for investors to opt out of electronic delivery at any time and receive paper versions of regulatory documents4 7#e7 ,require measures reasonably designed to identify and remediate failed electronic deliveries of regulatory documents4 7#f7 ,set forth minimum requirements regarding readability and retainability for regulatory documents that are delivered electronically4 7#g7 ,for covered entities other than brokers1 dealers1 investment advisers registered with the ,commission1 and investment companies1 require measures reasonably designed to ensure the confidentiality of personal information in regulatory documents that are delivered to investors electronically4 7c7 ,exemption from certain requirements ,section #aja7;c7 of the ,electronic ,signatures in ,global and ,national ,commerce ,act 7#ae ,u4,s4,c4 #gjja7;c77 shall not apply with respect to a regulatory document delivered in accordance with this section4 7d7 ,rule of construction ,nothing in this section shall be construed as altering the substance or timing of any regulatory document obligation under the securities laws or regulations of a self-regulatory organization4 7e7 ,treatment of revisions not completed in a timely manner ,if the ,commission fails to finalize the rules1 regulations1 amendments1 or interpretations required under subsection 7a7 before the date specified in such subsection-- 7#a7 a covered entity may deliver regulatory documents using electronic delivery in accordance with subsections 7b7 and 7c72 and 7#b7 such electronic delivery shall be deemed to satisfy the obligation of the covered entity to deliver regulatory documents required under the securities laws4 7f7 ,other required actions 7#a7 ,review of rules ,the ,commission shall-- 7,a7 within #ahj days of the date of enactment of this ,act1 conduct a review of the rules and regulations of the ,commission to determine whether any such rules or regulations require delivery of written documents to investors2 and 7,b7 within #a year of the date of enactment of this ,act1 promulgate amendments to such rules or regulations to provide that any requirement to deliver a regulatory document in writing may be satisfied by electronic delivery4 7#b7 ,actions by self-regulatory organizations ,each self-regulatory organization shall adopt rules and regulations1 or amend the rules and regulations of the self-regulatory organization1 consistent with this section and consistent with rules1 regulations1 amendments1 or interpretations finalized by the ,commission pursuant to subsection 7a74 7#c7 ,rule of application ,this subsection shall not apply to a rule or regulation issued pursuant to a ,federal statute if that ,federal statute specifically requires delivery of paper documents to investors4 7g7 ,definitions ,in this section3 7#a7 ,commission ,the term ,commission means the ,securities and ,exchange ,commission4 7#b7 ,covered entity ,the term covered entity means-- 7,a7 an investment company 7as defined in section #c7;a77#a7 of the ,investment ,company ,act of #aidj 7#ae ,u4,s4,c4 #hj;a-#c7;a77#a777 that is registered under such ,act2 7,b7 a business development company 7as defined in section #b7;a7 of the ,investment ,company ,act of #aidj 7#ae ,u4,s4,c4 #hj;a-#b7;a777 that has elected to be regulated as such under such ,act2 7,c7 a registered broker or dealer 7as such terms are defined1 respectively1 in paragraphs 7#d7 and 7#e7 of section #c7;a7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;c7a7772 7,d7 a registered municipal securities dealer 7as defined in section #c7;a77#cj7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;c7a77#cj7772 7,e7 a registered government securities broker or government securities dealer 7as such terms are defined1 respectively1 in paragraphs 7#dc7 and 7#dd7 of section #c7;a7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;c7a7772 7,f7 a registered investment adviser 7as defined in section #bjb7;a77#aa7 of the ,investment ,advisers ,act of #aidj 7#ae ,u4,s4,c4 #hj;b-#a7;a77#aa7772 7,g7 a registered transfer agent 7as defined in section #c7;a77#be7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;c7a77#be7772 or 7,h7 a registered funding portal 7as defined in the second paragraph 7#hj7 of section #c7;a7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;c7a7774 7#c7 ,electronic delivery ,the term electronic delivery1 with respect to regulatory documents1 includes-- 7,a7 the direct delivery of such regulatory document to an electronic address of an investor2 7,b7 the posting of such regulatory document to a website1 and direct delivery of an appropriate notice of the availability of the regulatory document to an electronic address of the investor2 or 7,c7 any other electronic method reasonably designed to ensure receipt of such regulatory document by the investor4 7#d7 ,regulatory documents ,the term regulatory documents includes-- 7,a7 prospectuses meeting the requirements of section #aj7;a7 of the ,securities ,act of #aicc 7#ae ,u4,s4,c4 #gg;j7a772 7,b7 summary prospectuses meeting the requirements of-- 7i7 section #bcj4dih of title #ag1 ,code of ,federal ,regulations2 or 7ii7 section #bcj4dih;,a of title #ag1 ,code of ,federal ,regulations2 7,c7 statements of additional information1 as described under section #bgj4cj;e-#c7;h77#b7 of title #ag1 ,code of ,federal ,regulations2 7,d7 annual and semi-annual reports to investors meeting the requirements of section #cj7;e7 of the ,investment ,company ,act of #aidj 7#ae ,u4,s4,c4 #hj;a-#bi7;e772 7,e7 notices meeting the requirements under section #bgj4ai;a-#a of title #ag1 ,code of ,federal ,regulations2 7,f7 confirmations and account statements meeting the requirements under section #bdj4aj;b of title #ag1 ,code of ,federal ,regulations2 7,g7 proxy statements meeting the requirements under section #bdj4ad;a-#c of title #ag1 ,code of ,federal ,regulations2 7,h7 privacy notices meeting the requirements of ,regulation ,s-,p under subpart ,a of part #bdh of title #ag1 ,code of ,federal ,regulations2 7,i7 affiliate marketing notices meeting the requirements of ,regulation ,s-,,am under subpart ,b of part #bdh of title #ag1 ,code of ,federal ,regulations2 and 7,j7 all other regulatory documents required to be delivered by covered entities to investors under the securities laws and the rules and regulations of the ,commission and the self-regulatory organizations4 7#e7 ,securities laws ,the term securities laws has the meaning given the term in section #c7;a7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;c7a774 7#f7 ,self-regulatory organization ,the term self-regulatory organization means-- 7,a7 a self-regulatory organization1 as defined in section #c7;a77#bf7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;c7a77#bf772 and 7,b7 the ,municipal ,securities ,rulemaking ,board4 7#g7 ,website ,the term website means an internet website or other digital1 internet1 or electronic-based information repository1 including a mobile application4 #bjf4 ,increasing investor opportunities 7a7 ,in general ,section #e of the ,investment ,company ,act of #aidj 7#ae ,u4,s4,c4 #hj;a-#e7 is amended by adding at the end the following3 7d7 ,closed-end company authority to invest in private funds 7#a7 ,in general ,except as otherwise prohibited or restricted by this ,act 7or any rule issued under this ,act71 the ,commission may not prohibit or otherwise limit a closed-end company from investing any or all of the assets of the closed-end company in securities issued by private funds4 7#b7 ,other restrictions on ,commission authority ,except as otherwise prohibited or restricted by this ,act 7or any rule issued under this ,act71 the ,commission may not impose any condition on1 restrict1 or otherwise limit-- 7,a7 the offer to sell1 or the sale of1 securities issued by a closed-end company that invests1 or proposes to invest1 in securities issued by private funds2 or 7,b7 the listing of the securities of a closed-end company described in subparagraph 7,a7 on a national securities exchange4 7#c7 ,unrelated restrictions ,the ,commission may impose a condition on1 restrict1 or otherwise limit an activity described in paragraph 7#a7 or subparagraph 7,a7 or 7,b7 of paragraph 7#b7 if that condition1 restriction1 or limitation is unrelated to the underlying characteristics of a private fund or the status of a private fund as a private fund4 7#d7 ,rule of application ,notwithstanding section #f7;f71 this subsection shall also apply to a closed-end company that elects to be treated as a business development company pursuant to section #ed4 4 7b7 ,definition of private fund ,section #b7;a7 of the ,investment ,company ,act of #aidj 7#ae ,u4,s4,c4 #hj;a-#b7;a77 is amended by adding at the end the following3 7#ee7 ,the term private fund has the meaning given in section #bjb7;a7 of the ,investment ,advisers ,act of #aidj 7#ae ,u4,s4,c4 #hj;b-#b7;a774 4 7c7 ,treatment by national securities exchanges ,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 7#a7 ,except as otherwise prohibited or restricted by rules of the exchange that are consistent with section #e7;d7 of the ,investment ,company ,act of #aidj 7#ae ,u4,s4,c4 #hj;a-#e7;d771 an exchange may not prohibit1 condition1 restrict1 or impose any other limitation on the listing or trading of the securities of a closed-end company when the closed-end company invests1 or may invest1 some or all of the assets of the closed-end company in securities issued by private funds4 7#b7 ,in this subsection-- 7,a7 the term closed-end company-- 7i7 has the meaning given the term in section #e7;a7 of the ,investment ,company ,act of #aidj 7#ae ,u4,s4,c4 #hj;a-#e7;a772 and 7ii7 includes a closed-end company that elects to be treated as a business development company pursuant to section #ed of the ,investment ,company ,act of #aidj 7#ae ,u4,s4,c4 #hj;a-#ec72 and 7,b7 the term private fund has the meaning given in section #bjb7;a7 of the ,investment ,advisers ,act of #aidj 7#ae ,u4,s4,c4 #hj;b-#b7;a774 4 7d7 ,investment limitation ,section #c7;c7 of the ,investment ,company ,act of #aidj 7#ae ,u4,s4,c4 #hj;a-#c7;c77 is amended-- 7#a7 in paragraph 7#a71 in the matter preceding subparagraph 7,a71 in the second sentence1 by striking subparagraphs 7,a77i7 and 7,b77i7 and inserting subparagraphs 7,a77i71 7,b77i71 and 7,c72 and 7#b7 in paragraph 7#g77;,d71 by striking subparagraphs 7,a77i7 and 7,b77i7 and inserting subparagraphs 7,a77i71 7,b77i71 and 7,c74 7e7 ,rules of construction 7#a7 ,nothing in this section or the amendments made by this section may be construed to limit or amend any fiduciary duty owed to a closed-end company 7as defined in section #e7;a77#b7 of the ,investment ,company ,act of #aidj 7#ae ,u4,s4,c4 #hj;a-#e7;a77#b777 or by an investment adviser 7as defined under section #b7;a7 of the ,investment ,company ,act of #aidj 7#ae ,u4,s4,c4 #hj;a-#b7;a777 to a closed-end company4 7#b7 ,nothing in this section or the amendments made by this section may be construed to limit or amend the valuation1 liquidity1 or redemption requirements or obligations of a closed-end company 7as defined in section #e7;a77#b7 of the ,investment ,company ,act of #aidj 7#ae ,u4,s4,c4 #hj;a-#e7;a77#b777 as required by the ,investment ,company ,act of #aidj4 ,,iii ,strengthening ,public ,markets #cja4 ,encouraging local emerging ventures and economic growth ,section #ab7;b7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #ghl7b77 is amended-- 7#a7 in paragraph 7#a77,k71 by striking years1 and inserting years 7or1 in the case of an emerging growth company1 not more than the two preceding years712 and 7#b7 by adding at the end the following3 ,any issuer may confidentially submit to the ,commission a draft registration statement 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 #aj days before listing on a national securities exchange4 ,notwithstanding any other provision of this title1 the ,commission shall not be compelled to disclose any information provided to or obtained by the ,commission pursuant to this subsection4 ,for purposes of section #eeb of title #e1 this subsection shall be considered a statute described in subsection 7b77#c77;,b7 of such section #eeb4 ,information described in or obtained pursuant to this subsection shall be deemed to constitute confidential information for purposes of section #bd4 4 #cjb4 ,access to small business investor capital 7a7 ,definitions ,for purposes of this section3 7#a7 ,acquired ,fund ,the term ,acquired ,fund has the meaning given the term in ,forms ,n-#a;,a1 ,n-#b1 and ,n-#c4 7#b7 ,acquired ,fund ,fees and ,expenses ,the term ,acquired ,fund ,fees and ,expenses means the ,acquired ,fund ,fees and ,expenses sub-caption in the ,fee ,table ,disclosure4 7#c7 ,business development company ,the term business development company has the meaning given the term in section #b7;a7 of the ,investment ,company ,act of #aidj 7#ae ,u4,s4,c4 #hj;a-#b7;a774 7#d7 ,fee table disclosure ,the term ,fee ,table ,disclosure means the fee table described in ,item #c of ,form ,n-#a;,a1 ,item #c of ,form ,n-#b1 or ,item #d of ,form ,n-#c 7as applicable1 and with respect to each1 in any successor fee table disclosure that the ,securities and ,exchange ,commission adopts74 7#e7 ,form ,n-#a;a ,the term ,form ,n-#a;,a means the form described in section #bgd4aa;,a of title #ag1 ,code of ,federal ,regulations1 or any successor regulation4 7#f7 ,form ,n-#b ,the term ,form ,n-#b means the form described in section #bgd4aa;a-#a of title #ag1 ,code of ,federal ,regulations1 or any successor regulation4 7#g7 ,form ,n-#c ,the term ,form ,n-#c means the form described in section #bgd4aa;b of title #ag1 ,code of ,federal ,regulations1 or any successor regulation4 7#h7 ,registered investment company ,the term registered investment company means an investment company1 as defined under section #c7;a7 of the ,investment ,company ,act of #aidj 7#ae ,u4,s4,c4 #hj;a-#c7;a771 registered with the ,securities and ,exchange ,commission under such ,act4 7b7 ,excluding business development companies from acquired fund fees and expenses ,a registered investment company may1 on any investment company registration statement filed pursuant to section #h7;b7 of the ,investment ,company ,act of #aidj 7#ae ,u4,s4,c4 #hj;a-#h7;b771 omit from the calculation of ,acquired ,fund ,fees and ,expenses those fees and expenses that the investment company incurred indirectly as a result of investment in shares of one or more ,acquired ,funds that is a business development company4 #cjc4 ,encouraging public offerings 7a7 ,expanding testing the waters ,section #e7;d7 of the ,securities ,act of #aicc 7#ae ,u4,s4,c4 #gg;e7d77 is amended-- 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 promulgate 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 submit to ,congress a report containing a list of the findings supporting the basis of the rulemaking4 4 7b7 ,confidential review of draft registration statements ,section #f7;e7 of the ,securities ,act of #aicc 7#ae ,u4,s4,c4 #gg;f7e77 is amended-- 7#a7 in the heading1 by striking ,emerging ,growth ,companies and inserting ,confidential review of draft registration statements2 7#b7 by redesignating paragraph 7#b7 as paragraph 7#c72 and 7#c7 by striking paragraph 7#a7 and inserting the following3 7#a7 ,in general ,any issuer may1 with respect to an initial public offering1 initial registration of a security of the issuer under section #ab7;b7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #ghl7b771 or follow-on offering1 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-- 7,a7 in the case of an initial public offering1 #aj days before the effective date of such registration statement2 7,b7 in the case of an initial registration of a security of the issuer under such section #ab7;b71 #aj days before listing on an exchange2 or 7,c7 in the case of any offering after an initial public offering or an initial registration under such section #ab7;b71 #dh hours before the effective date of such registration statement4 7#b7 ,additional requirements 7,a7 ,in general ,the ,commission may promulgate 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 submit to ,congress a report containing a list of the findings supporting the basis of the rulemaking4 4 #cjd4 ,greenlighting growth 7a7 ,securities ,act of #aicc ,section #g7;a77#b7 of the ,securities ,act of #aicc 7#ae ,u4,s4,c4 #gg;g7a77#b77 is amended-- 7#a7 in subparagraph 7,a71 by striking and at the end2 7#b7 by redesignating subparagraph 7,b7 as subparagraph 7,c72 and 7#c7 by inserting after subparagraph 7,a7 the following3 7,b7 need not present acquired company financial statements or information otherwise required under section #baj4c-je or section #baj4h-jd of title #ag1 ,code of ,federal ,regulations1 or any successor thereto1 for any period prior to the earliest audited period of the emerging growth company presented in connection with its initial public offering and1 thereafter1 in no event shall an issuer that was an emerging growth company but is no longer an emerging growth company be required to present financial statements of the issuer 7or acquired company financial statements or information otherwise required under section #baj4c-je or section #baj4h-jd of title #ag1 ,code of ,federal ,regulations1 or any successor thereto7 for any period prior to the earliest audited period of the emerging growth company presented in connection with its initial public offering2 and 4 7b7 ,securities ,exchange ,act of #aicd ,section #ab7;b77#a77,k7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #ghl7b77#a77,k77 is amended by striking firm and inserting firm1 provided that the application of an emerging growth company need not present acquired company financial statements or information otherwise required under section #baj4c-je or section #baj4h-jd of title #ag1 ,code of ,federal ,regulations1 or any successor thereto1 for any period prior to the earliest audited period of the emerging growth company presented in connection with its application and1 thereafter1 in no event shall an issuer that was an emerging growth company but is no longer an emerging growth company be required to present financial statements of the issuer 7or acquired company financial statements or information otherwise required under section #baj4c-je or section #baj4h-jd of title #ag1 ,code of ,federal ,regulations1 or any successor thereto7 for any period prior to the earliest audited period of the emerging growth company presented in connection with any application under this subsection4 #cje4 ,middle market ,,ipo cost 7a7 ,study ,the ,comptroller ,general of the ,united ,states1 in consultation with the ,securities and ,exchange ,commission and 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 ,comptroller ,general shall-- 7#a7 consider the direct and indirect costs of an ,,ipo1 including-- 7,a7 fees of accountants1 underwriters1 and any other outside advisors with respect to the ,,ipo2 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 ,comptroller ,general may consider2 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 ,comptroller ,general 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 time for 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 ,i,p,os costs2 7,e7 changes in the costs and availability of investment research for small- and medium-sized companies2 and 7,f7 the impacts of litigation and its costs on being a public company4 7b7 ,report ,not later than the end of the #cfj-;day period beginning on the date of the enactment of this ,act1 the ,comptroller ,general of the ,united ,states 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 ,comptroller ,general may have4 #cjf4 ,expanding ,,wksi eligibility 7a7 ,in general ,for purposes of the ,federal securities laws1 and regulations issued thereunder1 an issuer shall be a well-known seasoned issuer if-- 7#a7 the aggregate market value of the voting and non-voting common equity held by non-affiliates of the issuer is #djj1jjj1jjj or more 7as determined under ,form ,s-#c general instruction ,i4,b4#a4 as in effect on the date of enactment of this ,act72 and 7#b7 the issuer otherwise satisfies the requirements of the definition of well-known seasoned issuer contained in section #bcj4dje of title #ag1 ,code of ,federal ,regulations 7as in effect on the date of enactment of this ,act7 without reference to any requirement in such definition relating to minimum worldwide market value of outstanding voting and non-voting common equity held by non-affiliates4 7b7 ,report on withdrawn applications related to well-known seasoned issuer status ,the ,securities and ,exchange ,commission shall1 not later than #ij days after the end of each calendar year1 publish the total number of applications submitted during such calendar year where the applicant-- 7#a7 submitted the application under section #bcj4dje of title #ag1 ,code of ,federal ,regulations1 for a determination by the ,commission that the applicant not be considered an ineligible issuer under such section2 7#b7 requested such determination in order to meet the definition of a well-known seasoned issuer under such section2 and 7#c7 withdrew the application4 #cjg4 ,enhancing multi-class share disclosures ,section #ad of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #ghn7 is amended by adding at the end the following3 7l7 ,disclosure relating to 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 of disclosure ,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 #b or more types of securities that have differing amounts of voting rights in the election of directors4 4 ,passed the ,house of ,representatives ,december #aa1 #bjbe4;,clerk4