H.R. 3383

[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 3383 Referred in Senate (RFS)]

<DOC>
119th CONGRESS
1st Session
H. R. 3383

_______________________________________________________________________

IN THE SENATE OF THE UNITED STATES

December 15, 2025

Received; read twice and referred to the Committee on Banking, Housing, 
and Urban Affairs

_______________________________________________________________________

AN ACT

To amend the Investment Company Act of 1940 with respect to the 
authority of closed-end companies to invest in private funds.

Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE; TABLE OF CONTENTS.

(a) Short Title.--This Act may be cited as the ``Incentivizing New 
Ventures and Economic Strength Through Capital Formation Act of 2025'' 
or the ``INVEST Act of 2025''.
(b) Table of Contents.--The table of contents for this Act is as 
follows:

Sec. 1. Short title; table of contents.
TITLE I--EXPANDING ACCESS TO CAPITAL FOR SMALL BUSINESSES

Sec. 101. Expanding access to capital for rural job creators.
Sec. 102. Helping angels lead our startups.
Sec. 103. Amendment for crowdfunding capital enhancement and small-
business support.
Sec. 104. Small business investor capital access.
Sec. 105. Advocating for small business.
Sec. 106. Small entity update.
Sec. 107. Improving access to small business information.
Sec. 108. Improving capital allocation for newcomers.
Sec. 109. Developing and empowering our aspiring leaders.
TITLE II--INCREASING OPPORTUNITIES FOR INVESTORS

Sec. 201. Fair investment opportunities for professional experts.
Sec. 202. Retirement fairness for charities and educational 
institutions.
Sec. 203. Equal opportunity for all investors.
Sec. 204. Senior Security.
Sec. 205. Improving disclosure for investors.
Sec. 206. Increasing investor opportunities.
TITLE III--STRENGTHENING PUBLIC MARKETS

Sec. 301. Encouraging local emerging ventures and economic growth.
Sec. 302. Access to small business investor capital.
Sec. 303. Encouraging public offerings.
Sec. 304. Greenlighting growth.
Sec. 305. Middle market IPO cost.
Sec. 306. Expanding WKSI eligibility.
Sec. 307. Enhancing multi-class share disclosures.

TITLE I--EXPANDING ACCESS TO CAPITAL FOR SMALL BUSINESSES

SEC. 101. EXPANDING ACCESS TO CAPITAL FOR RURAL JOB CREATORS.

Section 4(i) of the Securities Exchange Act of 1934 (15 U.S.C. 
78d(i)) is amended--
(1) in paragraph (4)(C), by inserting ``, rural-area small 
businesses'' after ``women-owned small businesses''; and
(2) in paragraph (6)(B)(iii), by inserting ``, rural-area 
small businesses'' after ``women-owned small businesses''.

SEC. 102. HELPING ANGELS LEAD OUR STARTUPS.

(a) Definitions.--For purposes of this section and the revision of 
rules required under this section:
(1) Angel investor group.--The term ``angel investor 
group'' means any group that--
(A) is composed of accredited investors interested 
in investing personal capital in early-stage companies;
(B) holds regular meetings and has defined 
processes and procedures for making investment 
decisions, either individually or among the membership 
of the group as a whole; and
(C) is neither associated nor affiliated with 
brokers, dealers, or investment advisers.
(2) Issuer.--The term ``issuer'' means an issuer that is a 
business, is not in bankruptcy or receivership, is not an 
investment company, and is not a blank check, blind pool, or 
shell company.
(b) In General.--Not later than 6 months after the date of 
enactment of this Act, the Securities and Exchange Commission shall 
revise Regulation D (17 CFR 230.500 et seq.) to require that in 
carrying out the prohibition against general solicitation or general 
advertising contained in section 230.502(c) of title 17, Code of 
Federal Regulations, 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--
(1) sponsored by--
(A) the United States or any territory thereof, the 
District of Columbia, any State, a federally recognized 
Indian Tribe, a political subdivision of any State, 
territory, or federally recognized Indian Tribe, or any 
agency or public instrumentality of any of the 
foregoing;
(B) a college, university, or other institution of 
higher education;
(C) a nonprofit organization;
(D) an angel investor group;
(E) an incubator or accelerator;
(F) a venture forum, venture capital association, 
or trade association, other than an association created 
solely for the purpose of sponsoring an event described 
under this subsection; or
(G) any other group, person, or entity as the 
Securities and Exchange Commission may determine by 
rule;
(2) that is not held in any facility that is owned or 
operated by a religious organization, other than an institution 
of higher education that is accredited and operated primarily 
for post-secondary education;
(3) where any advertising for the event does not reference 
any specific offering of securities by the issuer;
(4) the sponsor of which--
(A) does not make investment recommendations or 
provide investment advice to event attendees;
(B) does not engage in an active role in any 
investment negotiations between the issuer and 
investors attending the event;
(C) does not charge event attendees any fees other 
than reasonable administrative fees;
(D) does not receive any compensation for making 
introductions between investors attending the event and 
issuers, or for investment negotiations between such 
parties;
(E) makes readily available to attendees a 
disclosure not longer than one page in length, as 
prescribed by the Securities and Exchange Commission, 
describing the nature of the event and the risks of 
investing in the issuers presenting at the event; and
(F) 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 1934, or as an investment advisor under 
the Investment Advisers Act of 1940; and
(5) where no specific information regarding an offering of 
securities by the issuer is communicated or distributed by or 
on behalf of the issuer, other than--
(A) that the issuer is in the process of offering 
securities or planning to offer securities;
(B) the type and amount of securities being 
offered;
(C) the amount of securities being offered that 
have already been subscribed for; and
(D) the intended use of proceeds of the offering.
(c) Rule of Construction.--Subsection (b) may only be construed as 
requiring the Securities and Exchange Commission to amend the 
requirements of Regulation D with respect to presentations and 
communications, and not with respect to purchases or sales.
(d) No Pre-existing Substantive Relationship by Reason of Event.--
Attendance at an event described under subsection (b) shall not 
qualify, by itself, as establishing a pre-existing substantive 
relationship between an issuer and a purchaser, for purposes of Rule 
506(b).

SEC. 103. AMENDMENT FOR CROWDFUNDING CAPITAL ENHANCEMENT AND SMALL-
BUSINESS SUPPORT.

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

SEC. 104. SMALL BUSINESS INVESTOR CAPITAL ACCESS.

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

SEC. 105. ADVOCATING FOR SMALL BUSINESS.

Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 78d) is 
amended by adding at the end the following:
``(k) Offices of Small Business.--The Commission shall ensure that, 
within each of the Division of Corporation Finance, the Division of 
Investment Management, and the Division of Trading and Markets, 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 formation. This subsection may 
not be construed to authorize expenditures for additional full-time 
equivalent employees.''.

SEC. 106. SMALL ENTITY UPDATE.

(a) Definitions.--In this section--
(1) the term ``Commission'' means the Securities and 
Exchange Commission; and
(2) the term ``small entity''--
(A) has the meaning given the term in section 601 
of title 5, United States Code, with respect to the 
activities of the Commission; and
(B) includes any definition established by the 
Commission of the term ``small business'', ``small 
organization'', ``small governmental jurisdiction'', or 
``small entity'' under paragraph (3), (4), (5), or (6), 
respectively, of section 601 of title 5, United States 
Code, with respect to the activities of the Commission.
(b) Studies and Reports.--Not later than 1 year after the date of 
enactment of this Act, and again 5 years thereafter, the Commission 
shall--
(1) conduct a study of the definition of the term ``small 
entity'' with respect to the activities of the Commission for 
the purposes of chapter 6 of title 5, United States Code, which 
shall consider--
(A) the extent to which the definition of the term 
``small entity'', as in effect during the period in 
which the study is conducted, aligns with the findings 
and declarations made under section 2(a) of the 
Regulatory Flexibility Act (5 U.S.C. 601 note);
(B) 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 
entity'', if applicable; and
(C) 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 (A) 
and (B); and
(2) submit to Congress a report that includes--
(A) the results of the applicable study conducted 
under paragraph (1); and
(B) specific and detailed recommendations on the 
ways in which the Commission could amend the definition 
of the term ``small entity'' to--
(i) be consistent with the results 
described in subparagraph (A); and
(ii) expand the number of entities covered 
by such definition.
(c) Proposed Rule Revisions in Lieu of Study.--
(1) Initial study.--The Commission may satisfy the 
requirement to conduct the first study described in subsection 
(b)(1) and submit the associated report described in subsection 
(b)(2) by, within 1 year of the date of enactment of this Act, 
proposing revisions to the rules of the Commission relating to 
the term ``small entity'' in consideration of subparagraphs 
(A), (B), and (C) of subsection (b)(1).
(2) Second study.--The Commission may satisfy the 
requirement to conduct the second study described in subsection 
(b)(1) and submit the associated report described in subsection 
(b)(2) by, no sooner than 5 years and no later than 6 years 
after the date of enactment of this Act, proposing revisions to 
the rules of the Commission relating to the term ``small 
entity'' in consideration of subparagraphs (A), (B), and (C) of 
subsection (b)(1).
(d) Rulemaking.--Concurrently with, or after the completion of, 
each study required under subsection (b), the Commission shall, subject 
to public notice and comment, revise the rules of the Commission 
consistent with the results of such study.
(e) Inflation Adjustments.--After the Commission issues the final 
rule revisions required under subsection (c), and every 5 years 
thereafter, 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 Labor.

SEC. 107. IMPROVING ACCESS TO SMALL BUSINESS INFORMATION.

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

SEC. 108. IMPROVING CAPITAL ALLOCATION FOR NEWCOMERS.

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

SEC. 109. DEVELOPING AND EMPOWERING OUR ASPIRING LEADERS.

Not later than the end of the 180-day period beginning on the date 
of the enactment of this Act, the Securities and Exchange Commission 
shall--
(1) revise the definition of a qualifying investment under 
paragraph (c) of section 275.203(l)-1 of title 17, Code of 
Federal Regulations--
(A) to include an equity security issued by a 
qualifying portfolio company, whether acquired directly 
from the company or in a secondary acquisition; and
(B) to specify that an investment in another 
venture capital fund (as defined in paragraph (a) 
section 275.203(l)-1 of title 17, Code of Federal 
Regulations) is a qualifying investment under such 
definition; and
(2) revise paragraph (a) of such section to require, as a 
condition of a private fund qualifying as a venture capital 
fund under such paragraph, that, immediately after the 
acquisition of any asset, such fund holds no more than 49 
percent of the amount of the fund's aggregate capital 
contributions and uncalled committed capital (excluding short-
term holdings) in--
(A) one or more venture capital funds; or
(B) qualifying investments acquired in a secondary 
acquisition, valued at cost or fair value, consistently 
applied by the fund.

TITLE II--INCREASING OPPORTUNITIES FOR INVESTORS

SEC. 201. FAIR INVESTMENT OPPORTUNITIES FOR PROFESSIONAL EXPERTS.

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

SEC. 202. RETIREMENT FAIRNESS FOR CHARITIES AND EDUCATIONAL 
INSTITUTIONS.

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

SEC. 203. EQUAL OPPORTUNITY FOR ALL INVESTORS.

(a) In General.--The Commission shall revise the definition of 
``accredited investor'' under Regulation D (section 230.500 et seq. of 
title 17, Code of Federal Regulations) to include any natural person 
who is certified through the examination required under subsection (b).
(b) Establishment of Examination.--Not later than 1 year after the 
date of the enactment of this Act, the Commission shall establish an 
examination (including a test, certification, or examination program)--
(1) to certify an individual as an accredited investor; and
(2) that--
(A) is designed with an appropriate level of 
difficulty such that an individual with financial 
sophistication would be unlikely to fail; and
(B) includes methods to determine whether an 
individual seeking to be certified as an accredited 
investor demonstrates competency with respect to--
(i) the different types of securities;
(ii) the disclosure requirements under the 
securities laws applicable to issuers and 
offerings of securities exempt from 
registration under section 5 of the Securities 
Act of 1933 as compared to issuers and 
offerings of securities subject to such section 
5;
(iii) corporate governance;
(iv) financial statements and the 
components of such statements;
(v) aspects of unregistered securities, 
securities issued by private companies, and 
investments into private funds, including risks 
associated with--
(I) limited liquidity;
(II) limited disclosures;
(III) subjectivity and variability 
in valuations and the analytical tools 
investors may use to assess such 
valuations;
(IV) information asymmetry;
(V) leverage risks;
(VI) concentration risk; and
(VII) longer investment horizons;
(vi) potential conflicts of interest, when 
the interests of financial professionals and 
their clients are misaligned or when their 
professional responsibilities may be in 
conflict with financial motivations; and
(vii) such other criteria as the Commission 
determines necessary or appropriate in the 
public interest or for the protection of 
investors.
(c) Administration.--Beginning not later than 180 days after the 
date the examination is established under subsection (b), such 
examination shall be administered and offered free of charge to the 
public by a registered national securities association under section 
15A of the Securities Exchange Act of 1934 (15 U.S.C. 78o-3).
(d) Commission Defined.--In this section, the term ``Commission'' 
means the Securities and Exchange Commission.

SEC. 204. SENIOR SECURITY.

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

SEC. 205. IMPROVING DISCLOSURE FOR INVESTORS.

(a) Promulgation of Rules.--Not later than 180 days after the date 
of the enactment of this section, the Securities and Exchange 
Commission shall propose and, not later than 1 year after the date of 
the enactment of this section, the Commission shall finalize rules, 
regulations, amendments, or interpretations, as appropriate, to allow a 
covered entity to satisfy the entity's obligation to deliver regulatory 
documents required under the securities laws to investors using 
electronic delivery.
(b) Required Provisions.--Rules, regulations, amendments, or 
interpretations the Commission promulgates pursuant to subsection (a) 
shall:
(1) With respect to investors that do not receive all 
regulatory documents by electronic delivery, provide for--
(A) delivery of an initial communication in paper 
form regarding electronic delivery;
(B) a transition period not to exceed 180 days 
until such regulatory documents are delivered to such 
investors by electronic delivery; and
(C) during a period not to exceed 2 years following 
the transition period set forth in subparagraph (B), 
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 documents.
(2) Set forth requirements for the content of the initial 
communication described in paragraph (1)(A).
(3) 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 
(g)(3)(B).
(4) Provide a mechanism for investors to opt out of 
electronic delivery at any time and receive paper versions of 
regulatory documents.
(5) Require measures reasonably designed to identify and 
remediate failed electronic deliveries of regulatory documents.
(6) Set forth minimum requirements regarding readability 
and retainability for regulatory documents that are delivered 
electronically.
(7) For covered entities other than brokers, dealers, 
investment advisers registered with the Commission, and 
investment companies, require measures reasonably designed to 
ensure the confidentiality of personal information in 
regulatory documents that are delivered to investors 
electronically.
(c) Exemption From Certain Requirements.--Section 101(c) of the 
Electronic Signatures in Global and National Commerce Act (15 U.S.C. 
7001(c)) shall not apply with respect to a regulatory document 
delivered in accordance with this section.
(d) 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 organization.
(e) Treatment of Revisions Not Completed in a Timely Manner.--If 
the Commission fails to finalize the rules, regulations, amendments, or 
interpretations required under subsection (a) before the date specified 
in such subsection--
(1) a covered entity may deliver regulatory documents using 
electronic delivery in accordance with subsections (b) and (c); 
and
(2) such electronic delivery shall be deemed to satisfy the 
obligation of the covered entity to deliver regulatory 
documents required under the securities laws.
(f) Other Required Actions.--
(1) Review of rules.--The Commission shall--
(A) within 180 days of the date of enactment of 
this Act, 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 
investors; and
(B) within 1 year of the date of enactment of this 
Act, promulgate amendments to such rules or regulations 
to provide that any requirement to deliver a regulatory 
document ``in writing'' may be satisfied by electronic 
delivery.
(2) Actions by self-regulatory organizations.--Each self-
regulatory organization shall adopt rules and regulations, or 
amend the rules and regulations of the self-regulatory 
organization, consistent with this section and consistent with 
rules, regulations, amendments, or interpretations finalized by 
the Commission pursuant to subsection (a).
(3) 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 investors.
(g) Definitions.--In this section:
(1) Commission.--The term ``Commission'' means the 
Securities and Exchange Commission.
(2) Covered entity.--The term ``covered entity'' means--
(A) an investment company (as defined in section 
3(a)(1) of the Investment Company Act of 1940 (15 
U.S.C. 80a-3(a)(1))) that is registered under such Act;
(B) a business development company (as defined in 
section 2(a) of the Investment Company Act of 1940 (15 
U.S.C. 80a-2(a))) that has elected to be regulated as 
such under such Act;
(C) a registered broker or dealer (as such terms 
are defined, respectively, in paragraphs (4) and (5) of 
section 3(a) of the Securities Exchange Act of 1934 (15 
U.S.C. 78c(a)));
(D) a registered municipal securities dealer (as 
defined in section 3(a)(30) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78c(a)(30)));
(E) a registered government securities broker or 
government securities dealer (as such terms are 
defined, respectively, in paragraphs (43) and (44) of 
section 3(a) of the Securities Exchange Act of 1934 (15 
U.S.C. 78c(a)));
(F) a registered investment adviser (as defined in 
section 202(a)(11) of the Investment Advisers Act of 
1940 (15 U.S.C. 80b-1(a)(11)));
(G) a registered transfer agent (as defined in 
section 3(a)(25) of the Securities Exchange Act of 1934 
(15 U.S.C. 78c(a)(25))); or
(H) a registered funding portal (as defined in the 
second paragraph (80) of section 3(a) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c(a))).
(3) Electronic delivery.--The term ``electronic delivery'', 
with respect to regulatory documents, includes--
(A) the direct delivery of such regulatory document 
to an electronic address of an investor;
(B) the posting of such regulatory document to a 
website, and direct delivery of an appropriate notice 
of the availability of the regulatory document to an 
electronic address of the investor; or
(C) any other electronic method reasonably designed 
to ensure receipt of such regulatory document by the 
investor.
(4) Regulatory documents.--The term ``regulatory 
documents'' includes--
(A) prospectuses meeting the requirements of 
section 10(a) of the Securities Act of 1933 (15 U.S.C. 
77j(a));
(B) summary prospectuses meeting the requirements 
of--
(i) section 230.498 of title 17, Code of 
Federal Regulations; or
(ii) section 230.498A of title 17, Code of 
Federal Regulations;
(C) statements of additional information, as 
described under section 270.30e-3(h)(2) of title 17, 
Code of Federal Regulations;
(D) annual and semi-annual reports to investors 
meeting the requirements of section 30(e) of the 
Investment Company Act of 1940 (15 U.S.C. 80a-29(e));
(E) notices meeting the requirements under section 
270.19a-1 of title 17, Code of Federal Regulations;
(F) confirmations and account statements meeting 
the requirements under section 240.10b of title 17, 
Code of Federal Regulations;
(G) proxy statements meeting the requirements under 
section 240.14a-3 of title 17, Code of Federal 
Regulations;
(H) privacy notices meeting the requirements of 
Regulation S-P under subpart A of part 248 of title 17, 
Code of Federal Regulations;
(I) affiliate marketing notices meeting the 
requirements of Regulation S-AM under subpart B of part 
248 of title 17, Code of Federal Regulations; and
(J) 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 organizations.
(5) Securities laws.--The term ``securities laws'' has the 
meaning given the term in section 3(a) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c(a)).
(6) Self-regulatory organization.--The term ``self-
regulatory organization'' means--
(A) a self-regulatory organization, as defined in 
section 3(a)(26) of the Securities Exchange Act of 1934 
(15 U.S.C. 78c(a)(26)); and
(B) the Municipal Securities Rulemaking Board.
(7) Website.--The term ``website'' means an internet 
website or other digital, internet, or electronic-based 
information repository, including a mobile application.

SEC. 206. INCREASING INVESTOR OPPORTUNITIES.

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

TITLE III--STRENGTHENING PUBLIC MARKETS

SEC. 301. ENCOURAGING LOCAL EMERGING VENTURES AND ECONOMIC GROWTH.

Section 12(b) of the Securities Exchange Act of 1934 (15 U.S.C. 
78l(b)) is amended--
(1) in paragraph (1)(K), by striking ``years,'' and 
inserting ``years (or, in the case of an emerging growth 
company, not more than the two preceding years),''; and
(2) by adding at the end the following:
``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 filing, provided that the initial 
confidential submission and all amendments thereto shall be publicly 
filed with the Commission not later than 10 days before listing on a 
national securities exchange. Notwithstanding any other provision of 
this title, the Commission shall not be compelled to disclose any 
information provided to or obtained by the Commission pursuant to this 
subsection. For purposes of section 552 of title 5, this subsection 
shall be considered a statute described in subsection (b)(3)(B) of such 
section 552. Information described in or obtained pursuant to this 
subsection shall be deemed to constitute confidential information for 
purposes of section 24.''.

SEC. 302. ACCESS TO SMALL BUSINESS INVESTOR CAPITAL.

(a) Definitions.--For purposes of this section:
(1) Acquired fund.--The term ``Acquired Fund'' has the 
meaning given the term in Forms N-1A, N-2, and N-3.
(2) 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 Disclosure.
(3) Business development company.--The term ``business 
development company'' has the meaning given the term in section 
2(a) of the Investment Company Act of 1940 (15 U.S.C. 80a-
2(a)).
(4) Fee table disclosure.--The term ``Fee Table 
Disclosure'' means the fee table described in Item 3 of Form N-
1A, Item 3 of Form N-2, or Item 4 of Form N-3 (as applicable, 
and with respect to each, in any successor fee table disclosure 
that the Securities and Exchange Commission adopts).
(5) Form n-1a.--The term ``Form N-1A'' means the form 
described in section 274.11A of title 17, Code of Federal 
Regulations, or any successor regulation.
(6) Form n-2.--The term ``Form N-2'' means the form 
described in section 274.11a-1 of title 17, Code of Federal 
Regulations, or any successor regulation.
(7) Form n-3.--The term ``Form N-3'' means the form 
described in section 274.11b of title 17, Code of Federal 
Regulations, or any successor regulation.
(8) Registered investment company.--The term ``registered 
investment company'' means an investment company, as defined 
under section 3(a) of the Investment Company Act of 1940 (15 
U.S.C. 80a-3(a)), registered with the Securities and Exchange 
Commission under such Act.
(b) Excluding Business Development Companies From Acquired Fund 
Fees and Expenses.--A registered investment company may, on any 
investment company registration statement filed pursuant to section 
8(b) of the Investment Company Act of 1940 (15 U.S.C. 80a-8(b)), 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 company.

SEC. 303. ENCOURAGING PUBLIC OFFERINGS.

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

SEC. 304. GREENLIGHTING GROWTH.

(a) Securities Act of 1933.--Section 7(a)(2) of the Securities Act 
of 1933 (15 U.S.C. 77g(a)(2)) is amended--
(1) in subparagraph (A), by striking ``and'' at the end;
(2) by redesignating subparagraph (B) as subparagraph (C); 
and
(3) by inserting after subparagraph (A) the following:
``(B) need not present acquired company financial 
statements or information otherwise required under 
section 210.3-05 or section 210.8-04 of title 17, Code 
of Federal Regulations, or any successor thereto, for 
any period prior to the earliest audited period of the 
emerging growth company presented in connection with 
its initial public offering and, thereafter, 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 
(or acquired company financial statements or 
information otherwise required under section 210.3-05 
or section 210.8-04 of title 17, Code of Federal 
Regulations, or any successor thereto) for any period 
prior to the earliest audited period of the emerging 
growth company presented in connection with its initial 
public offering; and''.
(b) Securities Exchange Act of 1934.--Section 12(b)(1)(K) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78l(b)(1)(K)) is amended by 
striking ``firm'' and inserting ``firm, provided that the application 
of an emerging growth company need not present acquired company 
financial statements or information otherwise required under section 
210.3-05 or section 210.8-04 of title 17, Code of Federal Regulations, 
or any successor thereto, for any period prior to the earliest audited 
period of the emerging growth company presented in connection with its 
application and, thereafter, 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 (or acquired 
company financial statements or information otherwise required under 
section 210.3-05 or section 210.8-04 of title 17, Code of Federal 
Regulations, or any successor thereto) for any period prior to the 
earliest audited period of the emerging growth company presented in 
connection with any application under this subsection''.

SEC. 305. MIDDLE MARKET IPO COST.

(a) Study.--The Comptroller General of the United States, in 
consultation with the Securities and Exchange Commission and the 
Financial Industry Regulatory Authority, shall carry out a study of the 
costs associated with small- and medium-sized companies to undertake 
initial public offerings (``IPOs''). In carrying out such study, the 
Comptroller General shall--
(1) consider the direct and indirect costs of an IPO, 
including--
(A) fees of accountants, underwriters, and any 
other outside advisors with respect to the IPO;
(B) compliance with Federal and State securities 
laws at the time of the IPO; and
(C) such other IPO-related costs as the Comptroller 
General may consider;
(2) compare and analyze the costs of an IPO with the costs 
of obtaining alternative sources of financing and of liquidity;
(3) consider the impact of such costs on capital formation;
(4) analyze the impact of these costs on the availability 
of public securities of small- and medium-sized companies to 
retail investors; and
(5) analyze trends in IPOs over a time period the 
Comptroller General determines is appropriate to analyze IPO 
pricing practices, considering--
(A) the number of IPOs;
(B) how costs for IPOs have evolved over time for 
underwriters, investment advisory firms, and other 
professions for services in connection with an IPO;
(C) the number of brokers and dealers active in 
underwriting IPOs;
(D) 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 IPOs costs;
(E) changes in the costs and availability of 
investment research for small- and medium-sized 
companies; and
(F) the impacts of litigation and its costs on 
being a public company.
(b) Report.--Not later than the end of the 360-day period beginning 
on the date of the enactment of this Act, 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 (a) and any administrative or legislative 
recommendations the Comptroller General may have.

SEC. 306. EXPANDING WKSI ELIGIBILITY.

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

SEC. 307. ENHANCING MULTI-CLASS SHARE DISCLOSURES.

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

Passed the House of Representatives December 11, 2025.

Attest:

KEVIN F. MCCUMBER,

Clerk.