[Congressional Bills 115th Congress]
[From the U.S. Government Publishing Office]
[S. 488 Engrossed Amendment House (EAH)]

<DOC>
                In the House of Representatives, U. S.,

                                                         July 17, 2018.
    Resolved, That the bill from the Senate (S. 488) entitled ``An Act 
to increase the threshold for disclosures required by the Securities 
and Exchange Commission relating to compensatory benefit plans, and for 
other purposes.'', do pass with the following

                              AMENDMENTS:

            Strike out all after the enacting clause and insert:

SECTION 1. SHORT TITLE; TABLE OF CONTENTS.

    (a) Short Title.--This Act may be cited as the ``JOBS and Investor 
Confidence Act of 2018''.
    (b) Table of Contents.--The table of contents for this Act is as 
follows:

Sec. 1. Short title; table of contents.

               TITLE I--HELPING ANGELS LEAD OUR STARTUPS

Sec. 101. Definition of angel investor group.
Sec. 102. Clarification of general solicitation.

                 TITLE II--CREDIT ACCESS AND INCLUSION

Sec. 201. Positive credit reporting permitted.

 TITLE III--SMALL BUSINESS MERGERS, ACQUISITIONS, SALES, AND BROKERAGE 
                             SIMPLIFICATION

Sec. 301. Registration exemption for merger and acquisition brokers.
Sec. 302. Effective date.

    TITLE IV--FAIR INVESTMENT OPPORTUNITIES FOR PROFESSIONAL EXPERTS

Sec. 401. Definition of accredited investor.

                     TITLE V--FOSTERING INNOVATION

Sec. 501. Temporary exemption for low-revenue issuers.

              TITLE VI--END BANKING FOR HUMAN TRAFFICKERS

Sec. 601. Increasing the role of the financial industry in combating 
                            human trafficking.
Sec. 602. Coordination of human trafficking issues by the Office of 
                            Terrorism and Financial Intelligence.
Sec. 603. Additional reporting requirement under the Trafficking 
                            Victims Protection Act of 2000.
Sec. 604. Minimum standards for the elimination of trafficking.

                  TITLE VII--INVESTING IN MAIN STREET

Sec. 701. Investment in small business investment companies.

              TITLE VIII--EXCHANGE REGULATORY IMPROVEMENT

Sec. 801. Findings.
Sec. 802. Facility defined.

                 TITLE IX--ENCOURAGING PUBLIC OFFERINGS

Sec. 901. Expanding testing the waters and confidential submissions.

              TITLE X--FAMILY OFFICE TECHNICAL CORRECTION

Sec. 1001. Accredited investor clarification.

      TITLE XI--EXPANDING ACCESS TO CAPITAL FOR RURAL JOB CREATORS

Sec. 1101. Access to capital for rural-area small businesses.

        TITLE XII--FINANCIAL INSTITUTION LIVING WILL IMPROVEMENT

Sec. 1201. Living will reforms.

      TITLE XIII--PREVENTION OF PRIVATE INFORMATION DISSEMINATION

Sec. 1301. Criminal penalty for unauthorized disclosures.

              TITLE XIV--INTERNATIONAL INSURANCE STANDARDS

Sec. 1401. Short title.
Sec. 1402. Congressional findings.
Sec. 1403. Requirement that insurance standards reflect United States 
                            policy.
Sec. 1404. State insurance regulator involvement in international 
                            standard setting.
Sec. 1405. Consultation with Congress.
Sec. 1406. Report to Congress on international insurance agreements.
Sec. 1407. Covered agreements.
Sec. 1408. Inapplicability to trade agreements.

      TITLE XV--ALLEVIATING STRESS TEST BURDENS TO HELP INVESTORS

Sec. 1501. Stress test relief for nonbanks.

      TITLE XVI--NATIONAL STRATEGY FOR COMBATING THE FINANCING OF 
                  TRANSNATIONAL CRIMINAL ORGANIZATIONS

Sec. 1601. National strategy.
Sec. 1602. Contents of national strategy.
Sec. 1603. Definitions.

          TITLE XVII--COMMON SENSE CREDIT UNION CAPITAL RELIEF

Sec. 1701. Delay in effective date.

                 TITLE XVIII--OPTIONS MARKETS STABILITY

Sec. 1801. Rulemaking.
Sec. 1802. Report to Congress.

      TITLE XIX--COOPERATE WITH LAW ENFORCEMENT AGENCIES AND WATCH

Sec. 1901. Safe harbor with respect to keep open letters.

                      TITLE XX--MAIN STREET GROWTH

Sec. 2001. Venture exchanges.

          TITLE XXI--BUILDING UP INDEPENDENT LIVES AND DREAMS

Sec. 2101. Mortgage loan transaction disclosure requirements.

           TITLE XXII--MODERNIZING DISCLOSURES FOR INVESTORS

Sec. 2201. Form 10-Q analysis.

       TITLE XXIII--FIGHT ILLICIT NETWORKS AND DETECT TRAFFICKING

Sec. 2301. Findings.
Sec. 2302. GAO Study.

   TITLE XXIV--IMPROVING INVESTMENT RESEARCH FOR SMALL AND EMERGING 
                                ISSUERS

Sec. 2401. Research study.

       TITLE XXV--DEVELOPING AND EMPOWERING OUR ASPIRING LEADERS

Sec. 2501. Definitions.

          TITLE XXVI--EXPANDING INVESTMENT IN SMALL BUSINESSES

Sec. 2601. SEC study.

  TITLE XXVII--PROMOTING TRANSPARENT STANDARDS FOR CORPORATE INSIDERS

Sec. 2701. SEC study.

  TITLE XXVIII--INVESTMENT ADVISER REGULATORY FLEXIBILITY IMPROVEMENT

Sec. 2801. Definition of small business of small organization.

          TITLE XXIX--ENHANCING MULTI-CLASS SHARE DISCLOSURES

Sec. 2901. Disclosure Relating to Multi-Class Share Structures.

             TITLE XXX--NATIONAL SENIOR INVESTOR INITIATIVE

Sec. 3001. Senior Investor Taskforce.
Sec. 3002. GAO study.

            TITLE XXXI--MIDDLE MARKET IPO UNDERWRITING COST

Sec. 3101. Study on IPO fees.

                  TITLE XXXII--CROWDFUNDING AMENDMENTS

Sec. 3201. Crowdfunding vehicles.
Sec. 3202. Crowdfunding exemption from registration.

               TITLE I--HELPING ANGELS LEAD OUR STARTUPS

SEC. 101. DEFINITION OF ANGEL INVESTOR GROUP.

    As used in this title, the term ``angel investor group'' means any 
group that--
            (1) is composed of accredited investors interested in 
        investing personal capital in early-stage companies;
            (2) 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
            (3) is neither associated nor affiliated with brokers, 
        dealers, or investment advisers.

SEC. 102. CLARIFICATION OF GENERAL SOLICITATION.

    (a) In General.--Not later than 6 months after the date of 
enactment of this Act, the Securities and Exchange Commission shall 
revise Regulation D of its rules (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, by 
                the District of Columbia, by any State, by a political 
                subdivision of any State or territory, or by 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) a venture forum, venture capital association, 
                or trade association; or
                    (F) any other group, person or entity as the 
                Securities and Exchange Commission may determine by 
                rule;
            (2) where any advertising for the event does not reference 
        any specific offering of securities by the issuer;
            (3) 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 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
            (4) 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.
    (b) Rule of Construction.--Subsection (a) 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.
    (c) No Pre-Existing Substantive Relationship by Reason of Event.--
Attendance at an event described under subsection (a) shall not 
qualify, by itself, as establishing a pre-existing substantive 
relationship between an issuer and a purchaser, for purposes of Rule 
506(b).
    (d) Definition of Issuer.--For purposes of this section and the 
revision of rules required under this section, 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.

                 TITLE II--CREDIT ACCESS AND INCLUSION

SEC. 201. POSITIVE CREDIT REPORTING PERMITTED.

    (a) In General.--Section 623 of the Fair Credit Reporting Act (15 
U.S.C. 1681s-2) is amended by adding at the end the following new 
subsection:
    ``(f) Full-File Credit Reporting.--
            ``(1) In general.--Subject to the limitations in paragraphs 
        (2) through (4) and notwithstanding any other provision of law, 
        a person or the Secretary of Housing and Urban Development may 
        furnish to a consumer reporting agency information relating to 
        the performance of a consumer in making payments--
                    ``(A) under a lease agreement with respect to a 
                dwelling, including such a lease in which the 
                Department of Housing and Urban Development provides 
                subsidized payments for occupancy in a dwelling; or
                    ``(B) pursuant to a contract for a utility or 
                telecommunications service.
            ``(2) Limitation.--Information about a consumer's usage of 
        any utility services provided by a utility or telecommunication 
        firm may be furnished to a consumer reporting agency only to 
        the extent that such information relates to payment by the 
        consumer for the services of such utility or telecommunication 
        service or other terms of the provision of the services to the 
        consumer, including any deposit, discount, or conditions for 
        interruption or termination of the services.
            ``(3) Payment plan.--An energy utility firm, telephone 
        company, or wireless provider may not report payment 
        information to a consumer reporting agency with respect to an 
        outstanding balance of a consumer as late if--
                    ``(A) the energy utility firm, telephone company, 
                or wireless provider and the consumer have entered into 
                a payment plan (including a deferred payment agreement, 
                an arrearage management program, or a debt forgiveness 
                program) with respect to such outstanding balance; and
                    ``(B) the consumer is meeting the obligations of 
                the payment plan, as determined by the energy utility 
                firm, telephone company, or wireless provider.
            ``(4) Relation to state law.--Notwithstanding section 625, 
        this subsection shall not preempt any law of a State with 
        respect to furnishing to a consumer reporting agency 
        information relating to the performance of a consumer in making 
        payments pursuant to a contract for a utility or 
        telecommunications service.
            ``(5) Definitions.--In this subsection, the following 
        definitions shall apply:
                    ``(A) Energy utility firm.--The term `energy 
                utility firm' means an entity that provides gas or 
                electric utility services to the public.
                    ``(B) Utility or telecommunication firm.--The term 
                `utility or telecommunication firm' means an entity 
                that provides utility services to the public through 
                pipe, wire, landline, wireless, cable, or other 
                connected facilities, or radio, electronic, or similar 
                transmission (including the extension of such 
                facilities).''.
    (b) Limitation on Liability.--Section 623(c) of the Consumer Credit 
Protection Act (15 U.S.C. 1681s-2(c)) is amended--
            (1) in paragraph (2), by striking ``or'' at the end;
            (2) by redesignating paragraph (3) as paragraph (4); and
            (3) by inserting after paragraph (2) the following new 
        paragraph:
            ``(3) subsection (f) of this section, including any 
        regulations issued thereunder; or''.
    (c) HUD Rulemaking.--Not later than the end of the 8-month period 
following the date of the enactment of this Act, the Secretary of 
Housing and Urban Development shall issue regulations directing public 
housing agencies to develop procedures and capacity to--
            (1) ensure the complete and accurate reporting of data 
        regarding tenants of public housing and families assisted under 
        section 8 of the United States Housing Act of 1937 (42 U.S.C. 
        1437f) when furnishing information to a consumer reporting 
        agency pursuant to section 623(f) of the Fair Credit Reporting 
        Act; and
            (2) handle complaints with respect to such reporting.
    (d) GAO Study and Report.--Not later than 2 years after the date 
that final rules are issued pursuant to subsection (c), the Comptroller 
General of the United States shall submit to Congress a report on the 
impact of furnishing information pursuant to subsection (f) of section 
623 of the Fair Credit Reporting Act (15 U.S.C. 1681s-2) (as added by 
this section) on consumers.
    (e) Applicability.--The amendment by subsection (a) shall not apply 
to a consumer in connection with a lease in which the Department of 
Housing and Urban Development provides subsidized payments for 
occupancy in a dwelling until the date on which final rules are issued 
pursuant to subsection (c).

 TITLE III--SMALL BUSINESS MERGERS, ACQUISITIONS, SALES, AND BROKERAGE 
                             SIMPLIFICATION

SEC. 301. REGISTRATION EXEMPTION FOR MERGER AND ACQUISITION BROKERS.

    Section 15(b) of the Securities Exchange Act of 1934 (15 U.S.C. 
78o(b)) is amended by adding at the end the following:
            ``(13) Registration exemption for merger and acquisition 
        brokers.--
                    ``(A) In general.--Except as provided in 
                subparagraph (B), an M&A broker shall be exempt from 
                registration under this section.
                    ``(B) Excluded activities.--An M&A broker is not 
                exempt from registration under this paragraph if such 
                broker does any of the following:
                            ``(i) Directly or indirectly, in connection 
                        with the transfer of ownership of an eligible 
                        privately held company, receives, holds, 
                        transmits, or has custody of the funds or 
                        securities to be exchanged by the parties to 
                        the transaction.
                            ``(ii) Engages on behalf of an issuer in a 
                        public offering of any class of securities that 
                        is registered, or is required to be registered, 
                        with the Commission under section 12 or with 
                        respect to which the issuer files, or is 
                        required to file, periodic information, 
                        documents, and reports under subsection (d).
                            ``(iii) Engages on behalf of any party in a 
                        transaction involving a shell company, other 
                        than a business combination related shell 
                        company.
                            ``(iv) Directly, or indirectly through any 
                        of its affiliates, provides financing related 
                        to the transfer of ownership of an eligible 
                        privately held company.
                            ``(v) Assists any party to obtain financing 
                        from an unaffiliated third party without--
                                    ``(I) complying with all other 
                                applicable laws in connection with such 
                                assistance, including, if applicable, 
                                Regulation T (12 CFR 220 et seq.); and
                                    ``(II) disclosing any compensation 
                                in writing to the party.
                            ``(vi) Represents both the buyer and the 
                        seller in the same transaction without 
                        providing clear written disclosure as to the 
                        parties the broker represents and obtaining 
                        written consent from both parties to the joint 
                        representation.
                            ``(vii) Facilitates a transaction with a 
                        group of buyers formed with the assistance of 
                        the M&A broker to acquire the eligible 
                        privately held company.
                            ``(viii) Engages in a transaction involving 
                        the transfer of ownership of an eligible 
                        privately held company to a passive buyer or 
                        group of passive buyers. For purposes of the 
                        preceding sentence, a buyer that is actively 
                        involved in managing the acquired company is 
                        not a passive buyer, regardless of whether such 
                        buyer is itself owned by passive beneficial 
                        owners.
                            ``(ix) Binds a party to a transfer of 
                        ownership of an eligible privately held 
                        company.
                    ``(C) Disqualifications.--An M&A broker is not 
                exempt from registration under this paragraph if such 
                broker is subject to--
                            ``(i) suspension or revocation of 
                        registration under paragraph (4);
                            ``(ii) a statutory disqualification 
                        described in section 3(a)(39);
                            ``(iii) a disqualification under the rules 
                        adopted by the Commission under section 926 of 
                        the Investor Protection and Securities Reform 
                        Act of 2010 (15 U.S.C. 77d note); or
                            ``(iv) a final order described in paragraph 
                        (4)(H).
                    ``(D) Rule of construction.--Nothing in this 
                paragraph shall be construed to limit any other 
                authority of the Commission to exempt any person, or 
                any class of persons, from any provision of this title, 
                or from any provision of any rule or regulation 
                thereunder.
                    ``(E) Definitions.--In this paragraph:
                            ``(i) Business combination related shell 
                        company.--The term `business combination 
                        related shell company' means a shell company 
                        that is formed by an entity that is not a shell 
                        company--
                                    ``(I) solely for the purpose of 
                                changing the corporate domicile of that 
                                entity solely within the United States; 
                                or
                                    ``(II) solely for the purpose of 
                                completing a business combination 
                                transaction (as defined under section 
                                230.165(f) of title 17, Code of Federal 
                                Regulations) among one or more entities 
                                other than the company itself, none of 
                                which is a shell company.
                            ``(ii) Control.--The term `control' means 
                        the power, directly or indirectly, to direct 
                        the management or policies of a company, 
                        whether through ownership of securities, by 
                        contract, or otherwise. There is a presumption 
                        of control for any person who--
                                    ``(I) is a director, general 
                                partner, member or manager of a limited 
                                liability company, or corporate officer 
                                of a corporation or limited liability 
                                company, and exercises executive 
                                responsibility (or has similar status 
                                or functions);
                                    ``(II) has the right to vote 25 
                                percent or more of a class of voting 
                                securities or the power to sell or 
                                direct the sale of 25 percent or more 
                                of a class of voting securities; or
                                    ``(III) in the case of a 
                                partnership or limited liability 
                                company, has the right to receive upon 
                                dissolution, or has contributed, 25 
                                percent or more of the capital.
                            ``(iii) Eligible privately held company.--
                        The term `eligible privately held company' 
                        means a privately held company that meets both 
                        of the following conditions:
                                    ``(I) The company does not have any 
                                class of securities registered, or 
                                required to be registered, with the 
                                Commission under section 12 or with 
                                respect to which the company files, or 
                                is required to file, periodic 
                                information, documents, and reports 
                                under subsection (d).
                                    ``(II) In the fiscal year ending 
                                immediately before the fiscal year in 
                                which the services of the M&A broker 
                                are initially engaged with respect to 
                                the securities transaction, the company 
                                meets either or both of the following 
                                conditions (determined in accordance 
                                with the historical financial 
                                accounting records of the company):
                                            ``(aa) The earnings of the 
                                        company before interest, taxes, 
                                        depreciation, and amortization 
                                        are less than $25,000,000.
                                            ``(bb) The gross revenues 
                                        of the company are less than 
                                        $250,000,000.
                                For purposes of this subclause, the 
                                Commission may by rule modify the 
                                dollar figures if the Commission 
                                determines that such a modification is 
                                necessary or appropriate in the public 
                                interest or for the protection of 
                                investors.
                            ``(iv) M&A broker.--The term `M&A broker' 
                        means a broker, and any person associated with 
                        a broker, engaged in the business of effecting 
                        securities transactions solely in connection 
                        with the transfer of ownership of an eligible 
                        privately held company, regardless of whether 
                        the broker acts on behalf of a seller or buyer, 
                        through the purchase, sale, exchange, issuance, 
                        repurchase, or redemption of, or a business 
                        combination involving, securities or assets of 
                        the eligible privately held company, if the 
                        broker reasonably believes that--
                                    ``(I) upon consummation of the 
                                transaction, any person acquiring 
                                securities or assets of the eligible 
                                privately held company, acting alone or 
                                in concert, will control and, directly 
                                or indirectly, will be active in the 
                                management of the eligible privately 
                                held company or the business conducted 
                                with the assets of the eligible 
                                privately held company; and
                                    ``(II) if any person is offered 
                                securities in exchange for securities 
                                or assets of the eligible privately 
                                held company, such person will, prior 
                                to becoming legally bound to consummate 
                                the transaction, receive or have 
                                reasonable access to the most recent 
                                fiscal year-end financial statements of 
                                the issuer of the securities as 
                                customarily prepared by the management 
                                of the issuer in the normal course of 
                                operations and, if the financial 
                                statements of the issuer are audited, 
                                reviewed, or compiled, any related 
                                statement by the independent 
                                accountant, a balance sheet dated not 
                                more than 120 days before the date of 
                                the offer, and information pertaining 
                                to the management, business, results of 
                                operations for the period covered by 
                                the foregoing financial statements, and 
                                material loss contingencies of the 
                                issuer.
                            ``(v) Shell company.--The term `shell 
                        company' means a company that at the time of a 
                        transaction with an eligible privately held 
                        company--
                                    ``(I) has no or nominal operations; 
                                and
                                    ``(II) has--
                                            ``(aa) no or nominal 
                                        assets;
                                            ``(bb) assets consisting 
                                        solely of cash and cash 
                                        equivalents; or
                                            ``(cc) assets consisting of 
                                        any amount of cash and cash 
                                        equivalents and nominal other 
                                        assets.
                    ``(F) Inflation adjustment.--
                            ``(i) In general.--On the date that is 5 
                        years after the date of the enactment of this 
                        paragraph, and every 5 years thereafter, each 
                        dollar amount in subparagraph (E)(ii)(II) shall 
                        be adjusted by--
                                    ``(I) dividing the annual value of 
                                the Employment Cost Index For Wages and 
                                Salaries, Private Industry Workers (or 
                                any successor index), as published by 
                                the Bureau of Labor Statistics, for the 
                                calendar year preceding the calendar 
                                year in which the adjustment is being 
                                made by the annual value of such index 
                                (or successor) for the calendar year 
                                ending December 31, 2012; and
                                    ``(II) multiplying such dollar 
                                amount by the quotient obtained under 
                                subclause (I).
                            ``(ii) Rounding.--Each dollar amount 
                        determined under clause (i) shall be rounded to 
                        the nearest multiple of $100,000.''.

SEC. 302. EFFECTIVE DATE.

    The amendment made by this title shall take effect on the date that 
is 90 days after the date of the enactment of this Act.

    TITLE IV--FAIR INVESTMENT OPPORTUNITIES FOR PROFESSIONAL EXPERTS

SEC. 401. DEFINITION OF ACCREDITED INVESTOR.

    (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 clauses (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) any natural person whose individual net 
                worth, or joint net worth with that person's spouse, 
                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 the sale of securities, shall not 
                        be included as a liability (except that if the 
                        amount of such indebtedness outstanding at the 
                        time of sale of securities 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 the sale of securities 
                        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 
                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 currently licensed 
                or registered as a broker or investment adviser by the 
                Commission, the Financial Industry Regulatory 
                Authority, or an equivalent self-regulatory 
                organization (as defined in section 3(a)(26) of the 
                Securities Exchange Act of 1934), or the securities 
                division of a State or the equivalent State division 
                responsible for licensing or registration of 
                individuals in connection with securities activities;
                    ``(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 the Financial Industry 
                Regulatory Authority or an equivalent self-regulatory 
                organization (as defined in section 3(a)(26) of the 
                Securities Exchange Act of 1934); or''.
    (b) Rulemaking.--The Commission shall revise the definition of 
accredited investor under Regulation D (17 CFR 230.501 et seq.) to 
conform with the amendments made by subsection (a).

                     TITLE V--FOSTERING INNOVATION

SEC. 501. TEMPORARY EXEMPTION FOR LOW-REVENUE ISSUERS.

    Section 404 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7262) is 
amended by adding at the end the following:
    ``(d) Temporary Exemption for Low-Revenue Issuers.--
            ``(1) Low-revenue exemption.--Subsection (b) shall not 
        apply with respect to an audit report prepared for an issuer 
        that--
                    ``(A) ceased to be an emerging growth company on 
                the last day of the fiscal year of the issuer following 
                the fifth anniversary of the date of the first sale of 
                common equity securities of the issuer pursuant to an 
                effective registration statement under the Securities 
                Act of 1933;
                    ``(B) had average annual gross revenues of less 
                than $50,000,000 as of its most recently completed 
                fiscal year; and
                    ``(C) is not a large accelerated filer.
            ``(2) Expiration of temporary exemption.--An issuer ceases 
        to be eligible for the exemption described under paragraph (1) 
        at the earliest of--
                    ``(A) the last day of the fiscal year of the issuer 
                following the tenth anniversary of the date of the 
                first sale of common equity securities of the issuer 
                pursuant to an effective registration statement under 
                the Securities Act of 1933;
                    ``(B) the last day of the fiscal year of the issuer 
                during which the average annual gross revenues of the 
                issuer exceed $50,000,000; or
                    ``(C) the date on which the issuer becomes a large 
                accelerated filer.
            ``(3) Definitions.--For purposes of this subsection:
                    ``(A) Average annual gross revenues.--The term 
                `average annual gross revenues' means the total gross 
                revenues of an issuer over its most recently completed 
                3 fiscal years divided by 3.
                    ``(B) Emerging growth company.--The term `emerging 
                growth company' has the meaning given such term under 
                section 3 of the Securities Exchange Act of 1934 (15 
                U.S.C. 78c).
                    ``(C) Large accelerated filer.--The term `large 
                accelerated filer' has the meaning given that term 
                under section 240.12b-2 of title 17, Code of Federal 
                Regulations, or any successor thereto.''.

              TITLE VI--END BANKING FOR HUMAN TRAFFICKERS

SEC. 601. INCREASING THE ROLE OF THE FINANCIAL INDUSTRY IN COMBATING 
              HUMAN TRAFFICKING.

    (a) Treasury as a Member of the President's Interagency Task Force 
To Monitor and Combat Trafficking.--Section 105(b) of the Victims of 
Trafficking and Violence Protection Act of 2000 (22 U.S.C. 7103(b)) is 
amended by inserting ``the Secretary of the Treasury,'' after ``the 
Secretary of Education,''.
    (b) Required Review of Procedures.--Not later than 180 days after 
the date of the enactment of this Act, the Financial Institutions 
Examination Council, in consultation with the Secretary of the 
Treasury, the private sector, and appropriate law enforcement agencies, 
shall--
            (1) review and enhance training and examinations procedures 
        to improve the capabilities of anti-money laundering and 
        countering the financing of terrorism programs to detect 
        financial transactions relating to severe forms of trafficking 
        in persons;
            (2) review and enhance procedures for referring potential 
        cases relating to severe forms of trafficking in persons to the 
        appropriate law enforcement agency; and
            (3) determine, as appropriate, whether requirements for 
        financial institutions are sufficient to detect and deter money 
        laundering relating to severe forms of trafficking in persons.
    (c) Interagency Task Force Recommendations Targeting Money 
Laundering Related to Human Trafficking.--
            (1) In general.--Not later than 270 days after the date of 
        the enactment of this Act, the Interagency Task Force to 
        Monitor and Combat Trafficking shall submit to the Committee on 
        Financial Services and the Committee on the Judiciary of the 
        House of Representatives, the Committee on Banking, Housing, 
        and Urban Affairs and the Committee on the Judiciary of the 
        Senate, and the head of each appropriate Federal banking 
        agency--
                    (A) an analysis of anti-money laundering efforts of 
                the United States Government and United States 
                financial institutions relating to severe forms of 
                trafficking in persons; and
                    (B) appropriate legislative, administrative, and 
                other recommendations to strengthen efforts against 
                money laundering relating to severe forms of 
                trafficking in persons.
            (2) Required recommendations.--The recommendations under 
        paragraph (1) shall include--
                    (A) feedback from financial institutions on best 
                practices of successful programs to combat severe forms 
                of trafficking in persons currently in place that may 
                be suitable for broader adoption by similarly situated 
                financial institutions;
                    (B) feedback from stakeholders, including victims 
                of severe forms of trafficking in persons and financial 
                institutions, on policy proposals derived from the 
                analysis conducted by the task force referred to in 
                paragraph (1) that would enhance the efforts and 
                programs of financial institutions to detect and deter 
                money laundering relating to severe forms of 
                trafficking in persons, including any recommended 
                changes to internal policies, procedures, and controls 
                relating to severe forms of trafficking in persons;
                    (C) any recommended changes to training programs at 
                financial institutions to better equip employees to 
                deter and detect money laundering relating to severe 
                forms of trafficking in persons;
                    (D) any recommended changes to expand information 
                sharing relating to severe forms of trafficking in 
                persons among financial institutions and between such 
                financial institutions, appropriate law enforcement 
                agencies, and appropriate Federal agencies; and
                    (E) recommended changes, if necessary, to existing 
                statutory law to more effectively detect and deter 
                money laundering relating to severe forms of 
                trafficking in persons, where such money laundering 
                involves the use of emerging technologies and virtual 
                currencies.
    (d) Limitation.--Nothing in this title shall be construed to grant 
rulemaking authority to the Interagency Task Force to Monitor and 
Combat Trafficking.
    (e) Definitions.--As used in this section--
            (1) the term ``appropriate Federal banking agency'' has the 
        meaning given the term in section 3(q) of the Federal Deposit 
        Insurance Act (12 U.S.C. 1813(q));
            (2) the term ``severe forms of trafficking in persons'' has 
        the meaning given such term in section 103 of the Trafficking 
        Victims Protection Act of 2000 (22 U.S.C. 7102);
            (3) the term ``Interagency Task Force to Monitor and Combat 
        Trafficking'' means the Interagency Task Force to Monitor and 
        Combat Trafficking established by the President pursuant to 
        section 105 of the Victims of Trafficking and Violence 
        Protection Act of 2000 (22 U.S.C. 7103); and
            (4) the term ``law enforcement agency'' means an agency of 
        the United States, a State, or a political subdivision of a 
        State, authorized by law or by a government agency to engage in 
        or supervise the prevention, detection, investigation, or 
        prosecution of any violation of criminal or civil law.

SEC. 602. COORDINATION OF HUMAN TRAFFICKING ISSUES BY THE OFFICE OF 
              TERRORISM AND FINANCIAL INTELLIGENCE.

    (a) Functions.--Section 312(a)(4) of title 31, United States Code, 
is amended--
            (1) by redesignating subparagraphs (E), (F), and (G) as 
        subparagraphs (F), (G), and (H), respectively; and
            (2) by inserting after subparagraph (D) the following:
                    ``(E) combating illicit financing relating to 
                severe forms of trafficking in persons;''.
    (b) Interagency Coordination.--Section 312(a) of title 31, United 
States Code, is amended by adding at the end the following:
            ``(8) Interagency coordination.--The Secretary of the 
        Treasury, after consultation with the Undersecretary for 
        Terrorism and Financial Crimes, shall designate an office 
        within the OTFI that shall coordinate efforts to combat the 
        illicit financing of severe forms of trafficking in persons 
        with--
                    ``(A) other offices of the Department of the 
                Treasury;
                    ``(B) other Federal agencies, including--
                            ``(i) the Office to Monitor and Combat 
                        Trafficking in Persons of the Department of 
                        State; and
                            ``(ii) the Interagency Task Force to 
                        Monitor and Combat Trafficking;
                    ``(C) State and local law enforcement agencies; and
                    ``(D) foreign governments.''.
    (c) Definition.--Section 312(a) of title 31, United States Code, as 
amended by this section, is further amended by adding at the end the 
following:
            ``(9) Definition.--In this subsection, the term `severe 
        forms of trafficking in persons' has the meaning given such 
        term in section 103 of the Trafficking Victims Protection Act 
        of 2000 (22 U.S.C. 7102).''.

SEC. 603. ADDITIONAL REPORTING REQUIREMENT UNDER THE TRAFFICKING 
              VICTIMS PROTECTION ACT OF 2000.

    Section 105(d)(7) of the Trafficking Victims Protection Act of 2000 
(22 U.S.C. 7103(d)(7)) is amended--
            (1) in the matter preceding subparagraph (A)--
                    (A) by inserting ``the Committee on Financial 
                Services,'' after ``the Committee on Foreign 
                Affairs,''; and
                    (B) by inserting ``the Committee on Banking, 
                Housing, and Urban Affairs,'' after ``the Committee on 
                Foreign Relations,'';
            (2) in subparagraph (Q)(vii), by striking ``; and'' and 
        inserting a semicolon;
            (3) in subparagraph (R), by striking the period at the end 
        and inserting ``; and''; and
            (4) by adding at the end the following:
                    ``(S) the efforts of the United States to eliminate 
                money laundering relating to severe forms of 
                trafficking in persons and the number of 
                investigations, arrests, indictments, and convictions 
                in money laundering cases with a nexus to severe forms 
                of trafficking in persons.''.

SEC. 604. MINIMUM STANDARDS FOR THE ELIMINATION OF TRAFFICKING.

    Section 108(b) of the Trafficking Victims Protection Act of 2000 
(22 U.S.C. 7106(b)) is amended by adding at the end the following new 
paragraph:
            ``(13) Whether the government of the country, consistent 
        with the capacity of the country, has in effect a framework to 
        prevent financial transactions involving the proceeds of severe 
        forms of trafficking in persons, and is taking steps to 
        implement such a framework, including by investigating, 
        prosecuting, convicting, and sentencing individuals who attempt 
        or conduct such transactions.''.

                  TITLE VII--INVESTING IN MAIN STREET

SEC. 701. INVESTMENT IN SMALL BUSINESS INVESTMENT COMPANIES.

    Section 302(b) of the Small Business Investment Act of 1958 (15 
U.S.C. 682(b)) is amended--
            (1) in paragraph (1), by inserting before the period the 
        following: ``or, subject to the approval of the appropriate 
        Federal banking agency, 15 percent of such capital and 
        surplus'';
            (2) in paragraph (2), by inserting before the period the 
        following: ``or, subject to the approval of the appropriate 
        Federal banking agency, 15 percent of such capital and 
        surplus''; and
            (3) by adding at the end the following:
            ``(3) Appropriate federal banking agency defined.--For 
        purposes of this subsection, the term `appropriate Federal 
        banking agency' has the meaning given that term under section 3 
        of the Federal Deposit Insurance Act.''.

              TITLE VIII--EXCHANGE REGULATORY IMPROVEMENT

SEC. 801. FINDINGS.

    The Congress finds the following:
            (1) Over time, national securities exchanges have expanded 
        their businesses beyond listings and trading to include the 
        sale of additional products and services to their members and 
        listed companies.
            (2) The Securities and Exchange Commission should be 
        transparent in its interpretation of the term ``facility'' in 
        section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 
        78c(a)).

SEC. 802. FACILITY DEFINED.

    (a) In General.--Not later than 360 days after the date of 
enactment of this Act, the Securities and Exchange Commission (the 
``Commission'') shall adopt regulations to further interpret the term 
``facility'' under section 3(a) of the Securities Exchange Act of 1934. 
Such regulations shall set forth the facts and circumstances the 
Commission considers when determining whether any premises or property, 
or the right to use any premises, property, or service is or is not a 
facility of an exchange.
    (b) Application to Proposed Rules.--The Commission shall apply the 
facts and circumstances set forth in the regulations issued pursuant to 
subsection (a) in determining whether any proposed rule is or is not 
required to be submitted as a proposed rule filing pursuant to section 
19 of the Securities Exchange Act of 1934 and the rules and regulations 
issued thereunder.

                 TITLE IX--ENCOURAGING PUBLIC OFFERINGS

SEC. 901. EXPANDING TESTING THE WATERS AND CONFIDENTIAL SUBMISSIONS.

    The Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended--
            (1) in section 5(d)--
                    (A) by striking ``Notwithstanding'' and inserting 
                the following:
            ``(1) In general.--Notwithstanding'';
                    (B) 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
                    (C) by adding at the end the following:
            ``(2) Additional requirements.--
                    ``(A) In general.--The Commission may issue 
                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 
                issue a report to the Congress containing a list of the 
                findings supporting the basis of such rulemaking.''; 
                and
            (2) in section 6(e)--
                    (A) in the heading, by striking ``Emerging Growth 
                Companies'' and inserting ``Draft Registration 
                Statements'';
                    (B) by redesignating paragraph (2) as paragraph 
                (4); and
                    (C) by striking paragraph (1) and inserting the 
                following:
            ``(1) Prior to initial public offering.--Any issuer, prior 
        to its initial public offering date, 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 15 days before the date on 
        which the issuer conducts a road show (as defined under section 
        230.433(h)(4) of title 17, Code of Federal Regulations) or, in 
        the absence of a road show, at least 15 days prior to the 
        requested effective date of the registration statement.
            ``(2) Within 1 year after initial public offering or 
        exchange registration.--Any issuer, within the 1-year period 
        following its initial public offering or its registration of a 
        security under section 12(b) of the Securities Exchange Act of 
        1934, 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 by a date 
        and time prior to any requested effective date and time that 
        the Commission determines is appropriate to protect investors.
            ``(3) Additional requirements.--
                    ``(A) In general.--The Commission may issue 
                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 
                issue a report to the Congress containing a list of the 
                findings supporting the basis of such rulemaking.''.

              TITLE X--FAMILY OFFICE TECHNICAL CORRECTION

SEC. 1001. ACCREDITED INVESTOR CLARIFICATION.

    (a) In General.--Subject to subsection (b), any family office or a 
family client of a family office, as defined in section 
275.202(a)(11)(G)-1 of title 17, Code of Federal Regulations, shall be 
deemed to be an accredited investor, as defined in Regulation D of the 
Securities and Exchange Commission (or any successor thereto) under the 
Securities Act of 1933.
    (b) Limitation.--Subsection (a) only applies to a family office 
with assets under management in excess of $5,000,000, and a family 
office or a family client not formed for the specific purpose of 
acquiring the securities offered, and whose purchase is directed by a 
person who has such knowledge and experience in financial and business 
matters that such person is capable of evaluating the merits and risks 
of the prospective investment.

      TITLE XI--EXPANDING ACCESS TO CAPITAL FOR RURAL JOB CREATORS

SEC. 1101. ACCESS TO CAPITAL FOR RURAL-AREA SMALL BUSINESSES.

    Section 4(j) of the Securities Exchange Act of 1934 (15 U.S.C. 
78d(j)) 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,''.

        TITLE XII--FINANCIAL INSTITUTION LIVING WILL IMPROVEMENT

SEC. 1201. LIVING WILL REFORMS.

    (a) In General.--Section 165(d) of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act (12 U.S.C. 5365(d)) is amended--
            (1) in paragraph (1), by striking ``periodically'' and 
        inserting ``every 2 years''; and
            (2) in paragraph (3)--
                    (A) by striking ``The Board'' and inserting the 
                following:
                    ``(A) In general.--The Board'';
                    (B) by striking ``shall review'' and inserting the 
                following: ``shall--
                            ``(i) review'';
                    (C) by striking the period and inserting ``; and''; 
                and
                    (D) by adding at the end the following:
                            ``(ii) not later than the end of the 6-
                        month period beginning on the date the company 
                        submits the resolution plan, provide feedback 
                        to the company on such plan.
                    ``(B) Disclosure of assessment framework.--The 
                Board of Governors and the Corporation shall publicly 
                disclose the assessment framework that is used to 
                review information under this paragraph.''.
    (b) Treatment of Other Resolution Plan Requirements.--
            (1) In general.--With respect to an appropriate Federal 
        banking agency that requires a banking organization to submit 
        to the agency a resolution plan not described under section 
        165(d) of the Dodd-Frank Wall Street Reform and Consumer 
        Protection Act--
                    (A) the respective agency shall ensure that the 
                review of such resolution plan is consistent with the 
                requirements contained in the amendments made by this 
                section;
                    (B) the agency may not require the submission of 
                such a resolution plan more often than every 2 years; 
                and
                    (C) paragraphs (6) and (7) of such section 165(d) 
                shall apply to such a resolution plan.
            (2) Definitions.--For purposes of this subsection:
                    (A) Appropriate federal banking agency.--The term 
                ``appropriate Federal banking agency''--
                            (i) has the meaning given such term under 
                        section 3 of the Federal Deposit Insurance Act; 
                        and
                            (ii) means the National Credit Union 
                        Administration, in the case of an insured 
                        credit union.
                    (B) Banking organization.--The term ``banking 
                organization'' means--
                            (i) an insured depository institution;
                            (ii) an insured credit union;
                            (iii) a depository institution holding 
                        company;
                            (iv) a company that is treated as a bank 
                        holding company for purposes of section 8 of 
                        the International Banking Act; and
                            (v) a U.S. intermediate holding company 
                        established by a foreign banking organization 
                        pursuant to section 252.153 of title 12, Code 
                        of Federal Regulations.
                    (C) Insured credit union.--The term ``insured 
                credit union'' has the meaning given that term under 
                section 101 of the Federal Credit Union Act.
                    (D) Other banking terms.--The terms ``depository 
                institution holding company'' and ``insured depository 
                institution'' have the meaning given those terms, 
                respectively, under section 3 of the Federal Deposit 
                Insurance Act.
    (c) Rule of Construction.--Nothing in this section, or any 
amendment made by this section, shall be construed as limiting the 
authority of an appropriate Federal banking agency (as defined under 
subsection (b)(2)) to obtain information from an institution in 
connection with such agency's authority to examine or require reports 
from the institution.

      TITLE XIII--PREVENTION OF PRIVATE INFORMATION DISSEMINATION

SEC. 1301. CRIMINAL PENALTY FOR UNAUTHORIZED DISCLOSURES.

    Section 165 of the Financial Stability Act of 2010 (12 U.S.C. 5365) 
is amended by adding at the end the following:
    ``(l) Criminal Penalty for Unauthorized Disclosures.--Section 
552a(i)(1) of title 5, United States Code, shall apply to a 
determination made under subsection (d) or (i) based on individually 
identifiable information submitted pursuant to the requirements of this 
section to the same extent as such section 552a(i)(1) applies to agency 
records which contain individually identifiable information the 
disclosure of which is prohibited by such section 552a or by rules or 
regulations established thereunder.''.

              TITLE XIV--INTERNATIONAL INSURANCE STANDARDS

SEC. 1401. SHORT TITLE.

    This title may be cited as the ``International Insurance Standards 
Act of 2018''.

SEC. 1402. CONGRESSIONAL FINDINGS.

    The Congress finds the following:
            (1) The State-based system for insurance regulation in the 
        United States has served American consumers well for more than 
        150 years and has fostered an open and competitive marketplace 
        with a diversity of insurance products to the benefit of 
        policyholders and consumers.
            (2) Protecting policyholders by regulating to ensure an 
        insurer's ability to pay claims has been the hallmark of the 
        successful United States system and should be the paramount 
        objective of domestic prudential regulation and emerging 
        international standards.
            (3) The Dodd-Frank Wall Street Reform and Consumer 
        Protection Act (Public Law 111-203) reaffirmed the State-based 
        insurance regulatory system.

SEC. 1403. REQUIREMENT THAT INSURANCE STANDARDS REFLECT UNITED STATES 
              POLICY.

    (a) Requirement.--
            (1) In general.--Parties representing the Federal 
        Government in any international regulatory, standard-setting, 
        or supervisory forum or in any negotiations of any 
        international agreements relating to the prudential aspects of 
        insurance shall not agree to, accede to, accept, or establish 
        any proposed agreement or standard if the proposed agreement or 
        standard fails to recognize the United States system of 
        insurance regulation as satisfying such proposals.
            (2) Inapplicability.--Paragraph (1) shall not apply to any 
        forum or negotiations relating to a covered agreement (as such 
        term is defined in section 313(r) of title 31, United States 
        Code).
    (b) Federal Insurance Office Functions.--Subparagraph (E) of 
section 313(c)(1) of title 31, United States Code, is amended by 
inserting ``Federal Government'' after ``United States''.
    (c) Negotiations.--Nothing in this section shall be construed to 
prevent participation in negotiations of any proposed agreement or 
standard.

SEC. 1404. STATE INSURANCE REGULATOR INVOLVEMENT IN INTERNATIONAL 
              STANDARD SETTING.

    In developing international insurance standards pursuant to section 
1403, and throughout the negotiations of such standards, parties 
representing the Federal Government shall, on matters related to 
insurance, closely consult, coordinate with, and seek to include in 
such meetings State insurance commissioners or, at the option of the 
State insurance commissioners, designees of the insurance commissioners 
acting at their direction.

SEC. 1405. CONSULTATION WITH CONGRESS.

    (a) Requirement.--Parties representing the Federal Government with 
respect to any agreement under section 1403 shall provide written 
notice to and consult with the Committee on Financial Services of the 
House of Representatives and the Committee on Banking, Housing, and 
Urban Affairs of the Senate, and any other relevant committees of 
jurisdiction--
            (1) before initiating negotiations to enter into the 
        agreement, regarding--
                    (A) the intention of the United States to 
                participate in or enter into such negotiations; and
                    (B) the nature and objectives of the negotiations; 
                and
            (2) during negotiations to enter into the agreement, 
        regarding--
                    (A) the nature and objectives of the negotiations;
                    (B) the implementation of the agreement, including 
                how it is consistent with and does not materially 
                differ from or otherwise affect Federal or State laws 
                or regulations;
                    (C) the impact on the competitiveness of United 
                States insurers; and
                    (D) the impact on United States consumers.
    (b) Consultation With Federal Advisory Committee on Insurance.--
Before entering into an agreement under section 1403, the Secretary of 
the Treasury shall seek to consult with the Federal Advisory Committee 
on Insurance formed pursuant to section 313(h) of title 31, United 
States Code.

SEC. 1406. REPORT TO CONGRESS ON INTERNATIONAL INSURANCE AGREEMENTS.

    Before entering into an agreement under section 1403, parties 
representing the Federal Government shall submit to the appropriate 
congressional committees and leadership a report that describes--
            (1) the implementation of the agreement, including how it 
        is consistent with and does not materially differ from or 
        otherwise affect Federal or State laws or regulations;
            (2) the impact on the competitiveness of United States 
        insurers; and
            (3) the impact on United States consumers.

SEC. 1407. COVERED AGREEMENTS.

    (a) Preemption of State Insurance Measures.--Subsection (f) of 
section 313 of title 31, United States Code, is amended by striking 
``Director'' each place such term appears and inserting ``Secretary''.
    (b) Definition.--Paragraph (2) of section 313(r) of title 31, 
United States Code, is amended--
            (1) in subparagraph (A), by striking ``and'' at the end;
            (2) in subparagraph (B), by striking the period at the end 
        and inserting ``; and''; and
            (3) by adding at the end the following new subparagraph:
                    ``(C) applies only on a prospective basis.''.
    (c) Consultation; Submission and Layover; Congressional Review.--
Section 314 of title 31, United States Code is amended--
            (1) in subsection (b)--
                    (A) in paragraph (2)(C), by striking ``laws'' and 
                inserting the following: ``and Federal law, and the 
                nature of any changes in the laws of the United States 
                or the administration of such laws that would be 
                required to carry out a covered agreement''; and
                    (B) by adding at the end the following new 
                paragraph:
            ``(3) Access to negotiating texts and other documents.--
        Appropriate congressional committees and staff with proper 
        security clearances shall be given timely access to United 
        States negotiating proposals, consolidated draft texts, and 
        other pertinent documents related to the negotiations, 
        including classified materials.'';
            (2) by redesignating subsection (c) as subsection (d);
            (3) by inserting after subsection (b) the following new 
        subsection:
    ``(c) Requirements for Consultations With State Insurance 
Commissioners.--Throughout the negotiations of a covered agreement, 
parties representing the Federal Government shall closely consult and 
coordinate with State insurance commissioners.'';
            (4) in subsection (d), as so redesignated by paragraph 
        (2)--
                    (A) in the matter preceding paragraph (1), by 
                striking ``only if--'' and inserting the following: 
                ``only if, before signing the final 
                legal text or otherwise entering into the agreement--
                '';
                    (B) in paragraph (1), by striking ``congressional 
                committees specified in subsection (b)(1)'' and 
                inserting ``appropriate congressional committees and 
                leadership and to congressional committee staff with 
                proper security clearances''; and
                    (C) by striking paragraph (2) and inserting the 
                following new paragraph:
            ``(2)(A) the 90-day period beginning on the date on which 
        the copy of the final legal text of the agreement is submitted 
        under paragraph (1) to the congressional committees, 
        leadership, and staff has expired; and
            ``(B) the covered agreement has not been prevented from 
        taking effect pursuant to subsection (e).''; and
            (5) by adding at the end the following new subsections:
    ``(e) Period for Review by Congress.--
            ``(1) In general.--During the layover period referred to in 
        subsection (d)(2)(A), the Committees on Banking, Housing, and 
        Urban Affairs and Finance of the Senate and the Committees on 
        Financial Services and Ways of Means of the House of 
        Representatives should, as appropriate, exercise their full 
        oversight responsibility.
            ``(2) Effect of enactment of a joint resolution of 
        disapproval.--Notwithstanding any other provision of law, if a 
        joint resolution of disapproval relating to a covered agreement 
        submitted under subsection (d)(1) is enacted in accordance with 
        subsection (f), the covered agreement shall not enter into 
        force with respect to the United States.
    ``(f) Joint Resolutions of Disapproval.--
            ``(1) Definition.--In this subsection, the term `joint 
        resolution of disapproval' means, with respect to proposed 
        covered agreement, only a joint resolution of either House of 
        Congress--
                    ``(A) that is introduced during the 90-day period 
                referred to in subsection (d)(2)(A) relating to such 
                proposed covered agreement;
                    ``(B) which does not have a preamble;
                    ``(C) the title of which is as follows: `A joint 
                resolution disapproving a certain proposed covered 
                agreement under section 314 of title 31, United States 
                Code.'; and
                    ``(D) the sole matter after the resolving clause of 
                which is the following: `Congress disapproves of the 
                proposed covered agreement submitted to Congress under 
                section 314(c)(1) of title 31, United States Code, on 
                _______ relating to ________.', with the first blank 
                space being filled with the appropriate date and the 
                second blank space being filled with a short 
                description of the proposed covered agreement.
            ``(2) Introduction.--During the layover period referred to 
        in subsection (d)(2)(A), a joint resolution of disapproval may 
        be introduced--
                    ``(A) in the House of Representatives, by any 
                Member of the House; and
                    ``(B) in the Senate, by any Senator,
        and shall be referred to the appropriate committees.
            ``(3) Rules of house of representatives and senate.--This 
        subsection is enacted by Congress--
                    ``(A) as an exercise of the rulemaking power of the 
                Senate and the House of Representatives, respectively, 
                and as such is deemed a part of the rules of each 
                House, respectively, and supersedes other rules only to 
                the extent that it is inconsistent with such rules; and
                    ``(B) with full recognition of the constitutional 
                right of either House to change the rules (so far as 
                relating to the procedure of that House) at any time, 
                in the same manner, and to the same extent as in the 
                case of any other rule of that House.
    ``(g) Appropriate Congressional Committees and Leadership 
Defined.--In this section, the term `appropriate congressional 
committees and leadership' means--
            ``(1) the Committees on Banking, Housing, and Urban Affairs 
        and Finance, and the majority and minority leaders, of the 
        Senate; and
            ``(2) the Committees on Financial Services and Ways and 
        Means, and the Speaker, the majority leader, and the minority 
        leader, of the House of Representatives.''.

SEC. 1408. INAPPLICABILITY TO TRADE AGREEMENTS.

    This title and the amendments made by this title shall not apply to 
any forum or negotiations related to a trade agreement.

      TITLE XV--ALLEVIATING STRESS TEST BURDENS TO HELP INVESTORS

SEC. 1501. STRESS TEST RELIEF FOR NONBANKS.

    Section 165(i)(2) of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (12 U.S.C. 5365(i)(2)) is amended--
            (1) in subparagraph (A), by striking ``are regulated by a 
        primary Federal financial regulatory agency'' and inserting: 
        ``whose primary financial regulatory agency is a Federal 
        banking agency or the Federal Housing Finance Agency'';
            (2) in subparagraph (C), by striking ``Each Federal primary 
        financial regulatory agency'' and inserting ``Each Federal 
        banking agency and the Federal Housing Finance Agency''; and
            (3) by adding at the end the following:
                    ``(D) SEC and cftc.--The Securities and Exchange 
                Commission and the Commodity Futures Trading Commission 
                may each issue regulations requiring financial 
                companies with respect to which they are the primary 
                financial regulatory agency to conduct periodic 
                analyses of the financial condition, including 
                available liquidity, of such companies under adverse 
                economic conditions.''.

      TITLE XVI--NATIONAL STRATEGY FOR COMBATING THE FINANCING OF 
                  TRANSNATIONAL CRIMINAL ORGANIZATIONS

SEC. 1601. NATIONAL STRATEGY.

    (a) In General.--The President, acting through the Secretary of the 
Treasury, shall, in consultation with the Attorney General, the 
Secretary of State, the Secretary of Homeland Security, the Director of 
National Intelligence, the Secretary of Defense, the Director of the 
Financial Crimes Enforcement Network, the Director of the United States 
Secret Service, the Director of the Federal Bureau of Investigation, 
the Administrator of the Drug Enforcement Administration, the 
Commissioner of Customs and Border Protection, the Director of the 
Office of National Drug Control Policy, and the Federal functional 
regulators, develop a national strategy to combat the financial 
networks of transnational organized criminals.
    (b) Transmittal to Congress.--
            (1) In general.--Not later than 1 year after the enactment 
        of this Act, the President shall submit to the appropriate 
        Congressional committees and make available to the relevant 
        government agencies as defined in subsection (a), a 
        comprehensive national strategy in accordance with subsection 
        (a).
            (2) Updates.--After the initial submission of the national 
        strategy under paragraph (1), the President shall, not less 
        often than every 2 years, update the national strategy and 
        submit the updated strategy to the appropriate Congressional 
        committees.
    (c) Separate Presentation of Classified Material.--Any part of the 
national strategy that involves information that is properly classified 
under criteria established by the President shall be submitted to 
Congress separately in a classified annex and, if requested by the 
chairman or ranking member of one of the appropriate Congressional 
committees, as a briefing at an appropriate level of security.

SEC. 1602. CONTENTS OF NATIONAL STRATEGY.

    The national strategy described in section 1601 shall contain the 
following:
            (1) Threats.--An identification and assessment of the most 
        significant current transnational organized crime threats posed 
        to the national security of the United States or to the U.S. 
        and international financial system, including drug and human 
        trafficking organizations, cyber criminals, kleptocrats, and 
        other relevant state and non-state entities, including those 
        threats identified in the President's ``Strategy to Combat 
        Transnational Organized Crime'' (published July 2011).
            (2) Illicit finance.--(A) An identification of individuals, 
        entities, and networks (including terrorist organizations, if 
        any) that provide financial support or financial facilitation 
        to transnational organized crime groups, and an assessment of 
        the scope and role of those providing financial support to 
        transnational organized crime groups.
            (B) An assessment of methods by which transnational 
        organized crime groups launder illicit proceeds, including 
        money laundering using real estate and other tangible goods 
        such as art and antiquities, trade-based money laundering, bulk 
        cash smuggling, exploitation of shell companies, and misuse of 
        digital currencies and other cyber technologies, as well as an 
        assessment of the risk to the financial system of the United 
        States of such methods.
            (3) Goals, objectives, priorities, and actions.--(A) A 
        comprehensive, research-based discussion of short-term and 
        long-term goals, objectives, priorities, and actions, listed 
        for each department and agency described under section 1601(a), 
        for combating the financing of transnational organized crime 
        groups and their facilitators.
            (B) A description of how the strategy is integrated into, 
        and supports, the national security strategy, drug control 
        strategy, and counterterrorism strategy of the United States.
            (4) Reviews and proposed changes.--A review of current 
        efforts to combat the financing or financial facilitation of 
        transnational organized crime, including efforts to detect, 
        deter, disrupt, and prosecute transnational organized crime 
        groups and their supporters, and, if appropriate, proposed 
        changes to any law or regulation determined to be appropriate 
        to ensure that the United States pursues coordinated and 
        effective efforts within the jurisdiction of the United States, 
        including efforts or actions that are being taken or can be 
        taken by financial institutions, efforts in cooperation with 
        international partners of the United States, and efforts that 
        build partnerships and global capacity to combat transnational 
        organized crime.

SEC. 1603. DEFINITIONS.

    In this title:
            (1) Appropriate congressional committees.--The term 
        ``appropriate congressional committees'' means--
                    (A) the Committee on Financial Services, the 
                Committee on Foreign Affairs, the Committee on Armed 
                Services, the Committee on the Judiciary, the Committee 
                on Homeland Security, and the Permanent Select 
                Committee on Intelligence of the House of 
                Representatives; and
                    (B) the Committee on Banking, Housing, and Urban 
                Affairs, the Committee on Foreign Relations, the 
                Committee on Armed Services, the Committee on the 
                Judiciary, the Committee on Homeland Security and 
                Governmental Affairs, and the Select Committee on 
                Intelligence of the Senate.
            (2) Federal functional regulator.--The term ``Federal 
        functional regulator'' has the meaning given that term in 
        section 509 of the Gramm-Leach-Bliley Act (15 U.S.C. 6809).
            (3) Transnational organized crime.--The term 
        ``transnational organized crime'' refers to those self-
        perpetuating associations of individuals who operate 
        transnationally for the purpose of obtaining power, influence, 
        monetary or commercial gains, wholly or in part by illegal 
        means, while--
                    (A) protecting their activities through a pattern 
                of corruption or violence; or
                    (B) while protecting their illegal activities 
                through a transnational organizational structure and 
                the exploitation of transnational commerce or 
                communication mechanisms.

          TITLE XVII--COMMON SENSE CREDIT UNION CAPITAL RELIEF

SEC. 1701. DELAY IN EFFECTIVE DATE.

    Notwithstanding any effective date set forth in the rule issued by 
the National Credit Union Administration titled ``Risk-Based Capital'' 
(published at 80 Fed. Reg. 66626 (October 29, 2015)), such final rule 
shall take effect on January 1, 2021.

                 TITLE XVIII--OPTIONS MARKETS STABILITY

SEC. 1801. RULEMAKING.

    Within 180 days of the date of enactment of this Act, the Board of 
Governors of the Federal Reserve System, the Federal Deposit Insurance 
Corporation, and the Comptroller of the Currency shall, jointly, issue 
a proposed rule, and finalize such rule within 360 days of the date of 
enactment of this Act, to adopt a methodology for calculating the 
counterparty credit risk exposure, at default, of a depository 
institution, depository institution holding company, or affiliate 
thereof to a client arising from a guarantee provided by the depository 
institution, depository institution holding company, or affiliate 
thereof to a central counterparty in respect of the client's 
performance under an exchange-listed derivative contract cleared 
through that central counterparty pursuant to the risk-based and 
leverage-based capital rules applicable to depository institutions and 
depository institution holding companies under parts 3, 217, and 324 of 
title 12, Code of Federal Regulations. In issuing such rule, the Board 
of Governors of the Federal Reserve System, the Federal Deposit 
Insurance Corporation, and the Comptroller of the Currency shall 
consider--
            (1) the availability of liquidity provided by market makers 
        during times of high volatility in the capital markets;
            (2) the spread between the bid and the quote offered by 
        market makers;
            (3) the preference for clearing through central 
        counterparties;
            (4) the safety and soundness of the financial system and 
        financial stability, including the benefits of central 
        clearing;
            (5) the safety and soundness of individual institutions 
        that may centrally clear exchange-listed derivatives or options 
        on behalf of a client, including concentration of market share;
            (6) the economic value of delta weighting a counterparty's 
        position and netting of a counterparty's position;
            (7) the inherent risk of the positions;
            (8) barriers to entry for depository institutions, 
        depository institution holding companies, affiliates thereof, 
        and entities not affiliated with a depository institution or 
        depository institution holding company to centrally clear 
        exchange-listed derivatives or options on behalf of market 
        makers;
            (9) the impact any changes may have on the broader capital 
        regime and aggregate capital in the system; and
            (10) consideration of other potential factors that impact 
        market making in the exchange-listed options market, including 
        changes in market structure.

SEC. 1802. REPORT TO CONGRESS.

    At the end of the 5-year period beginning on the date the final 
rule is issued under section 1801, the Board of Governors of the 
Federal Reserve System shall submit to the Committee on Financial 
Services of the House of Representatives and the Committee on Banking, 
Housing, and Urban Affairs of the Senate a report detailing the impact 
of the final rule during such period on the factors described under 
paragraphs (1) through (10) of section 1801.

      TITLE XIX--COOPERATE WITH LAW ENFORCEMENT AGENCIES AND WATCH

SEC. 1901. SAFE HARBOR WITH RESPECT TO KEEP OPEN LETTERS.

    (a) In General.--Subchapter II of chapter 53 of title 31, United 
States Code, is amended by adding at the end the following:
``Sec. 5333. Safe harbor with respect to keep open letters
    ``(a) In General.--With respect to a customer account or customer 
transaction of a financial institution, if a Federal, State, Tribal, or 
local law enforcement agency requests, in writing, the financial 
institution to keep such account or transaction open--
            ``(1) the financial institution shall not be liable under 
        this subchapter for maintaining such account or transaction 
        consistent with the parameters of the request; and
            ``(2) no Federal or State department or agency may take any 
        adverse supervisory action under this subchapter with respect 
        to the financial institution for maintaining such account or 
        transaction consistent with the parameters of the request.
    ``(b) Rule of Construction.--Nothing in this section may be 
construed--
            ``(1) from preventing a Federal or State department or 
        agency from verifying the validity of a written request 
        described under subsection (a) with the Federal, State, Tribal, 
        or local law enforcement agency making the written request; or
            ``(2) to relieve a financial institution from complying 
        with any reporting requirements, including the reporting of 
        suspicious transactions under section 5318(g).
    ``(c) Letter Termination Date.--For purposes of this section, any 
written request described under subsection (a) shall include a 
termination date after which such request shall no longer apply.''.
    (b) Clerical Amendment.--The table of contents for chapter 53 of 
title 31, United States Code, is amended by inserting after the item 
relating to section 5332 the following:

``5333. Safe harbor with respect to keep open letters.''.

                      TITLE XX--MAIN STREET GROWTH

SEC. 2001. VENTURE EXCHANGES.

    (a) Securities Exchange Act of 1934.--Section 6 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78f) is amended by adding at the end 
the following:
    ``(m) Venture Exchange.--
            ``(1) Registration.--
                    ``(A) In general.--A person may register themself 
                (and a national securities exchange may register a 
                listing tier of such exchange) as a national securities 
                exchange solely for the purposes of trading venture 
                securities by filing an application with the Commission 
                pursuant to subsection (a) and the rules and 
                regulations thereunder.
                    ``(B) Publication of notice.--The Commission shall, 
                upon the filing of an application under subparagraph 
                (A), publish notice of such filing and afford 
                interested persons an opportunity to submit written 
                data, views, and arguments concerning such application.
                    ``(C) Approval or denial.--
                            ``(i) In general.--Within 90 days of the 
                        date of publication of a notice under 
                        subparagraph (B) (or within such longer period 
                        as to which the applicant consents), the 
                        Commission shall--
                                    ``(I) by order grant such 
                                registration; or
                                    ``(II) institute a denial 
                                proceeding under clause (ii) to 
                                determine whether registration should 
                                be denied.
                            ``(ii) Denial proceeding.--A proceeding 
                        under clause (i)(II) shall include notice of 
                        the grounds for denial under consideration and 
                        opportunity for hearing and shall be concluded 
                        within 180 days of the date of the publication 
                        of a notice under subparagraph (B). At the 
                        conclusion of such proceeding the Commission, 
                        by order, shall grant or deny such 
                        registration. The Commission may extend the 
                        time for conclusion of such proceeding for up 
                        to 90 days if the Commission finds good cause 
                        for such extension and publishes the 
                        Commission's reasons for so finding or for such 
                        longer period as to which the applicant 
                        consents.
                            ``(iii) Criteria for approval or denial.--
                        The Commission shall grant a registration under 
                        this paragraph if the Commission finds that the 
                        requirements of this title and the rules and 
                        regulations thereunder with respect to the 
                        applicant are satisfied. The Commission shall 
                        deny such registration if it does not make such 
                        finding.
            ``(2) Powers and restrictions.--In addition to the powers 
        and restrictions otherwise applicable to a national securities 
        exchange, a venture exchange--
                    ``(A) may only constitute, maintain, or provide a 
                market place or facilities for bringing together 
                purchasers and sellers of venture securities;
                    ``(B) may not extend unlisted trading privileges to 
                any venture security;
                    ``(C) may only, if the venture exchange is a 
                listing tier of another national securities exchange, 
                allow trading in securities that are registered under 
                section 12(b) on a national securities exchange other 
                than a venture exchange; and
                    ``(D) may, subject to the rule filing process under 
                section 19(b)--
                            ``(i) determine the increment to be used 
                        for quoting and trading venture securities on 
                        the exchange; and
                            ``(ii) choose to carry out periodic 
                        auctions for the sale of a venture security 
                        instead of providing continuous trading of the 
                        venture security.
            ``(3) Treatment of certain exempted securities.--A security 
        that is exempt from registration pursuant to section 3(b) of 
        the Securities Act of 1933 shall be exempt from section 12(a) 
        of this title to the extent such securities are traded on a 
        venture exchange, if the issuer of such security is in 
        compliance with--
                    ``(A) all disclosure obligations of such section 
                3(b) and the regulations issued under such section; and
                    ``(B) ongoing disclosure obligations of the 
                applicable venture exchange that are similar to those 
                provided by an issuer under tier 2 of Regulation A (17 
                CFR 230.251 et seq.).
            ``(4) Venture securities traded on venture exchanges may 
        not trade on non-venture exchanges.--A venture security may not 
        be traded on a national securities exchange that is not a 
        venture exchange during any period in which the venture 
        security is being traded on a venture exchange.
            ``(5) Rule of construction.--Nothing in this subsection may 
        be construed as requiring transactions in venture securities to 
        be effected on a national securities exchange.
            ``(6) Commission authority to limit certain trading.--The 
        Commission may limit transactions in venture securities that 
        are not effected on a national securities exchange as 
        appropriate to promote efficiency, competition, capital 
        formation, and to protect investors.
            ``(7) Disclosures to investors.--The Commission shall issue 
        regulations to ensure that persons selling or purchasing 
        venture securities on a venture exchange are provided 
        disclosures sufficient to understand--
                    ``(A) the characteristics unique to venture 
                securities; and
                    ``(B) in the case of a venture exchange that is a 
                listing tier of another national securities exchange, 
                that the venture exchange is distinct from the other 
                national securities exchange.
            ``(8) Definitions.--For purposes of this subsection:
                    ``(A) Early-stage, growth company.--
                            ``(i) In general.--The term `early-stage, 
                        growth company' means an issuer--
                                    ``(I) that has not made any 
                                registered initial public offering of 
                                any securities of the issuer; and
                                    ``(II) with a public float of less 
                                than or equal to the value of public 
                                float required to qualify as a large 
                                accelerated filer under section 
                                240.12b-2 of title 17, Code of Federal 
                                Regulations.
                            ``(ii) Treatment when public float exceeds 
                        threshold.--An issuer shall not cease to be an 
                        early-stage, growth company by reason of the 
                        public float of such issuer exceeding the 
                        threshold specified in clause (i)(II) until the 
                        later of the following:
                                    ``(I) The end of the period of 24 
                                consecutive months during which the 
                                public float of the issuer exceeds 
                                $2,000,000,000 (as such amount is 
                                indexed for inflation every 5 years by 
                                the Commission to reflect the change in 
                                the Consumer Price Index for All Urban 
                                Consumers published by the Bureau of 
                                Labor Statistics, setting the threshold 
                                to the nearest $1,000,000).
                                    ``(II) The end of the 1-year period 
                                following the end of the 24-month 
                                period described under subclause (I), 
                                if the issuer requests such 1-year 
                                extension from a venture exchange and 
                                the venture exchange elects to provide 
                                such extension.
                    ``(B) Public float.--With respect to an issuer, the 
                term `public float' means the aggregate worldwide 
                market value of the voting and non-voting common equity 
                of the issuer held by non-affiliates.
                    ``(C) Venture security.--
                            ``(i) In general.--The term `venture 
                        security' means--
                                    ``(I) securities of an early-stage, 
                                growth company that are exempt from 
                                registration pursuant to section 3(b) 
                                of the Securities Act of 1933;
                                    ``(II) securities of an emerging 
                                growth company; or
                                    ``(III) securities registered under 
                                section 12(b) and listed on a venture 
                                exchange (or, prior to listing on a 
                                venture exchange, listed on a national 
                                securities exchange) where--
                                            ``(aa) the issuer of such 
                                        securities has a public float 
                                        less than or equal to the value 
                                        of public float required to 
                                        qualify as a large accelerated 
                                        filer under section 240.12b-2 
                                        of title 17, Code of Federal 
                                        Regulations; or
                                            ``(bb) the average daily 
                                        trade volume is 75,000 shares 
                                        or less during a continuous 60-
                                        day period.
                            ``(ii) Treatment when public float exceeds 
                        threshold.--Securities shall not cease to be 
                        venture securities by reason of the public 
                        float of the issuer of such securities 
                        exceeding the threshold specified in clause 
                        (i)(III)(aa) until the later of the following:
                                    ``(I) The end of the period of 24 
                                consecutive months beginning on the 
                                date--
                                            ``(aa) the public float of 
                                        such issuer exceeds 
                                        $2,000,000,000; and
                                            ``(bb) the average daily 
                                        trade volume of such securities 
                                        is 100,000 shares or more 
                                        during a continuous 60-day 
                                        period.
                                    ``(II) The end of the 1-year period 
                                following the end of the 24-month 
                                period described under subclause (I), 
                                if the issuer of such securities 
                                requests such 1-year extension from a 
                                venture exchange and the venture 
                                exchange elects to provide such 
                                extension.''.
    (b) Securities Act of 1933.--Section 18 of the Securities Act of 
1933 (15 U.S.C. 77r) is amended--
            (1) by redesignating subsection (d) as subsection (e); and
            (2) by inserting after subsection (c) the following:
    ``(d) Treatment of Securities Listed on a Venture Exchange.--
Notwithstanding subsection (b), a security is not a covered security 
pursuant to subsection (b)(1)(A) if the security is only listed, or 
authorized for listing, on a venture exchange (as defined under section 
6(m) of the Securities Exchange Act of 1934).''.
    (c) Sense of Congress.--It is the sense of the Congress that the 
Securities and Exchange Commission should--
            (1) when necessary or appropriate in the public interest 
        and consistent with the protection of investors, make use of 
        the Commission's general exemptive authority under section 36 
        of the Securities Exchange Act of 1934 (15 U.S.C. 78mm) with 
        respect to the provisions added by this section; and
            (2) if the Commission determines appropriate, create an 
        Office of Venture Exchanges within the Commission's Division of 
        Trading and Markets.
    (d) Rule of Construction.--Nothing in this section or the 
amendments made by this section shall be construed to impair or limit 
the construction of the antifraud provisions of the securities laws (as 
defined in section 3(a) of the Securities Exchange Act of 1934 (15 
U.S.C. 78c(a))) or the authority of the Securities and Exchange 
Commission under those provisions.
    (e) Effective Date for Tiers of Existing National Securities 
Exchanges.--In the case of a securities exchange that is registered as 
a national securities exchange under section 6 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78f) on the date of the enactment of 
this Act, any election for a listing tier of such exchange to be 
treated as a venture exchange under subsection (m) of such section 
shall not take effect before the date that is 180 days after such date 
of enactment.

          TITLE XXI--BUILDING UP INDEPENDENT LIVES AND DREAMS

SEC. 2101. MORTGAGE LOAN TRANSACTION DISCLOSURE REQUIREMENTS.

    (a) TILA Amendment.--Section 105 of the Truth in Lending Act (15 
U.S.C. 1604) is amended by inserting after subsection (d) the 
following:
    ``(e) Disclosure for Charitable Mortgage Loan Transactions.--With 
respect to a mortgage loan transaction involving a residential mortgage 
loan offered at zero percent interest primarily for charitable purposes 
by an organization having tax-exempt status under section 501(c)(3) of 
the Internal Revenue Code of 1986, forms HUD-1 and GFE (as defined 
under section 1024.2(b) of title 12, Code of Federal Regulations), 
together with a disclosure substantially in the form of the Loan Model 
Form H-2 (as defined under Appendix H to section 1026 of title 12, Code 
of Federal Regulations) shall, collectively, be an appropriate model 
form for purposes of subsection (b).''.
    (b) RESPA Amendment.--Section 4 of the Real Estate Settlement 
Procedures Act of 1974 (12 U.S.C. 2603) is amended by adding at the end 
the following:
    ``(d) With respect to a mortgage loan transaction involving a 
residential mortgage loan offered at zero percent interest primarily 
for charitable purposes, an organization having tax-exempt status under 
section 501(c)(3) of the Internal Revenue Code of 1986 may use forms 
HUD-1 and GFE (as defined under section 1024.2(b) of title 12, Code of 
Federal Regulations) together with a disclosure substantially in the 
form of the Loan Model Form H-2 (as defined under Appendix H to section 
1026 of title 12, Code of Federal Regulations), collectively, in lieu 
of the disclosure published under subsection (a).''.
    (c) Regulations.--Not later than 180 days after the date of the 
enactment of this Act, the Director of the Bureau of Consumer Financial 
Protection shall issue such regulations as may be necessary to 
implement the amendments made by subsections (a) and (b).
    (d) Effective Date.--The amendments made by subsections (a) and (b) 
shall take effect on the date of the enactment of this Act.

           TITLE XXII--MODERNIZING DISCLOSURES FOR INVESTORS

SEC. 2201. FORM 10-Q ANALYSIS.

    (a) In General.--The Securities and Exchange Commission shall 
conduct an analysis of the costs and benefits of requiring reporting 
companies to use Form 10-Q for submitting quarterly financial reports. 
Such analysis shall consider--
            (1) the costs and benefits of Form 10-Q to emerging growth 
        companies;
            (2) the costs and benefits of Form 10-Q to the Commission 
        in terms of its ability to protect investors, maintain fair, 
        orderly, and efficient markets, and facilitate capital 
        formation;
            (3) the costs and benefits of Form 10-Q to other reporting 
        companies, investors, market researchers, and other market 
        participants, including the costs and benefits associated 
        with--
                    (A) the public availability of the information 
                required to be filed on Form 10-Q;
                    (B) the use of a standardized reporting format 
                across all classes of reporting companies; and
                    (C) the quarterly disclosure by some companies of 
                financial information in formats other than Form 10-Q, 
                such as a quarterly earnings press release;
            (4) the costs and benefits of alternative formats for 
        quarterly reporting for emerging growth companies to emerging 
        growth companies, the Commission, other reporting companies, 
        investors, market researchers, and other market participants; 
        and
            (5) the expected impact of the use of alternative formats 
        of quarterly reporting by emerging growth companies on overall 
        market transparency and efficiency.
    (b) Report Required.--Not later than 180 days after the date of 
enactment of this Act, the Commission shall issue a report to Congress 
that includes--
            (1) the results of the analysis required by subsection (a); 
        and
            (2) recommendations for decreasing costs, increasing 
        transparency, and increasing efficiency of quarterly financial 
        reporting by emerging growth companies.

       TITLE XXIII--FIGHT ILLICIT NETWORKS AND DETECT TRAFFICKING

SEC. 2301. FINDINGS.

    The Congress finds the following:
            (1) According to the Drug Enforcement Administration (DEA) 
        2017 National Drug Threat Assessment, transnational criminal 
        organizations are increasingly using virtual currencies.
            (2) The Treasury Department has recognized that: ``The 
        development of virtual currencies is an attempt to meet a 
        legitimate market demand. According to a Federal Reserve Bank 
        of Chicago economist, United States consumers want payment 
        options that are versatile and that provide immediate finality. 
        No United States payment method meets that description, 
        although cash may come closest. Virtual currencies can mimic 
        cash's immediate finality and anonymity and are more versatile 
        than cash for online and cross-border transactions, making 
        virtual currencies vulnerable for illicit transactions.''.
            (3) Virtual currencies have become a prominent method to 
        pay for goods and services associated with illegal sex 
        trafficking and drug trafficking, which are two of the most 
        detrimental and troubling illegal activities facilitated by 
        online marketplaces.
            (4) Online marketplaces, including the dark web, have 
        become a prominent platform to buy, sell, and advertise for 
        illicit goods and services associated with sex trafficking and 
        drug trafficking.
            (5) According to the International Labour Organization, in 
        2016, 4.8 million people in the world were victims of forced 
        sexual exploitation, and in 2014, the global profit from 
        commercial sexual exploitation was $99 billion.
            (6) In 2016, within the United States, the Center for 
        Disease Control estimated that there were 64,000 deaths related 
        to drug overdose, and the most severe increase in drug 
        overdoses were those associated with fentanyl and fentanyl 
        analogs (synthetic opioids), which amounted to over 20,000 
        overdose deaths.
            (7) According to the United States Department of the 
        Treasury 2015 National Money Laundering Risk Assessment, an 
        estimated $64 billion is generated annually from United States 
        drug trafficking sales.
            (8) Illegal fentanyl in the United States originates 
        primarily from China, and it is readily available to purchase 
        through online marketplaces.

SEC. 2302. GAO STUDY.

    (a) Study Required.--The Comptroller General of the United States 
shall conduct a study on how virtual currencies and online marketplaces 
are used to facilitate sex and drug trafficking. The study shall 
consider--
            (1) how online marketplaces, including the dark web, are 
        being used as platforms to buy, sell, or facilitate the 
        financing of goods or services associated with sex trafficking 
        or drug trafficking (specifically, opioids and synthetic 
        opioids, including fentanyl, fentanyl analogs, and any 
        precursor chemicals associated with manufacturing fentanyl or 
        fentanyl analogs) destined for, originating from, or within the 
        United States;
            (2) how financial payment methods, including virtual 
        currencies and peer-to-peer mobile payment services, are being 
        utilized by online marketplaces to facilitate the buying, 
        selling, or financing of goods and services associated with sex 
        or drug trafficking destined for, originating from, or within 
        the United States;
            (3) how virtual currencies are being used to facilitate the 
        buying, selling, or financing of goods and services associated 
        with sex or drug trafficking, destined for, originating from, 
        or within the United States, when an online platform is not 
        otherwise involved;
            (4) how illicit funds that have been transmitted online and 
        through virtual currencies are repatriated into the formal 
        banking system of the United States through money laundering or 
        other means;
            (5) the participants (state and non-state actors) 
        throughout the entire supply chain that participate in or 
        benefit from the buying, selling, or financing of goods and 
        services associated with sex or drug trafficking (either 
        through online marketplaces or virtual currencies) destined 
        for, originating from, or within the United States;
            (6) Federal and State agency efforts to impede the buying, 
        selling, or financing of goods and services associated with sex 
        or drug trafficking destined for, originating from, or within 
        the United States, including efforts to prevent the proceeds 
        from sex or drug trafficking from entering the United States 
        banking system;
            (7) how virtual currencies and their underlying 
        technologies can be used to detect and deter these illicit 
        activities; and
            (8) to what extent can the immutable and traceable nature 
        of virtual currencies contribute to the tracking and 
        prosecution of illicit funding.
    (b) Scope.--For the purposes of the study required under subsection 
(a), the term ``sex trafficking'' means the recruitment, harboring, 
transportation, provision, obtaining, patronizing, or soliciting of a 
person for the purpose of a commercial sex act that is induced by 
force, fraud, or coercion, or in which the person induced to perform 
such act has not attained 18 years of age.
    (c) Report to Congress.--Not later than 1 year after the date of 
enactment of this Act, the Comptroller General of the United States 
shall submit to the Committee on Banking, Housing, and Urban Affairs of 
the Senate and the Committee on Financial Services of the House of 
Representatives a report summarizing the results of the study required 
under subsection (a), together with any recommendations for legislative 
or regulatory action that would improve the efforts of Federal agencies 
to impede the use of virtual currencies and online marketplaces in 
facilitating sex and drug trafficking.

   TITLE XXIV--IMPROVING INVESTMENT RESEARCH FOR SMALL AND EMERGING 
                                ISSUERS

SEC. 2401. RESEARCH STUDY.

    (a) Study Required.--The Securities and Exchange Commission shall 
conduct a study to evaluate the issues affecting the provision of and 
reliance upon investment research into small issuers, including 
emerging growth companies and companies considering initial public 
offerings.
    (b) Contents of Study.--The study required under subsection (a) 
shall consider--
            (1) factors related to the demand for such research by 
        institutional and retail investors;
            (2) the availability of such research, including--
                    (A) the number and types of firms who provide such 
                research;
                    (B) the volume of such research over time; and
                    (C) competition in the research market;
            (3) conflicts of interest relating to the production and 
        distribution of investment research;
            (4) the costs of such research;
            (5) the impacts of different payment mechanisms for 
        investment research into small issuers, including whether such 
        research is paid for by--
                    (A) hard-dollar payments from research clients;
                    (B) payments directed from the client's commission 
                income (i.e., ``soft dollars''); or
                    (C) payments from the issuer that is the subject of 
                such research;
            (6) any unique challenges faced by minority-owned, women-
        owned, and veteran-owned small issuers in obtaining research 
        coverage; and
            (7) the impact on the availability of research coverage for 
        small issuers due to--
                    (A) investment adviser concentration and 
                consolidation, including any potential impacts of fund-
                size on demand for investment research of small 
                issuers;
                    (B) broker and dealer concentration and 
                consolidation, including any relationships between the 
                size of the firm and allocation of resources for 
                investment research into small issuers;
                    (C) Securities and Exchange Commission rules;
                    (D) registered national securities association 
                rules;
                    (E) State and Federal liability concerns;
                    (F) the settlement agreements referenced in 
                Securities and Exchange Commission Litigation Release 
                No. 18438 (i.e., the ``Global Research Analyst 
                Settlement''); and
                    (G) Directive 2014/65/EU of the European Parliament 
                and of the Council of 15 May 2014 on markets in 
                financial instruments and amending Directive 2002/92/EC 
                and Directive 2011/61/EU, as implemented by the 
                European Union (``EU'') member states (``MiFID II'').
    (c) Report Required.--Not later than 180 days after the date of the 
enactment of this Act, the Securities and Exchange Commission shall 
submit to Congress a report that includes--
            (1) the results of the study required by subsection (a); 
        and
            (2) recommendations to increase the demand for, volume of, 
        and quality of investment research into small issuers, 
        including emerging growth companies and companies considering 
        initial public offerings.

       TITLE XXV--DEVELOPING AND EMPOWERING OUR ASPIRING LEADERS

SEC. 2501. DEFINITIONS.

    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, to include an equity security issued by a 
        qualifying portfolio company, whether acquired directly from 
        the company or in a secondary acquisition; 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 the qualifying investments of 
        the private fund are predominantly qualifying investments that 
        were acquired directly from a qualifying portfolio company.

          TITLE XXVI--EXPANDING INVESTMENT IN SMALL BUSINESSES

SEC. 2601. SEC STUDY.

    (a) In General.--The Securities and Exchange Commission shall carry 
out a study of the 10 per centum threshold limitation applicable to the 
definition of a diversified company under section 5(b)(1) of the 
Investment Company Act of 1940 (15 U.S.C. 80a-5(b)(1)) and determine 
whether such threshold limits capital formation.
    (b) Considerations.--In carrying out the study required under 
subsection (a), the Commission shall consider the following:
            (1) The size and number of diversified companies that are 
        currently restricted in their ability to own more than 10 
        percent of the voting shares in an individual company.
            (2) If investing preferences of diversified companies have 
        shifted away from companies with smaller market 
        capitalizations.
            (3) The expected increase in the availability of capital to 
        small and emerging growth companies if the threshold is 
        increased.
            (4) The ability of registered funds to manage liquidity 
        risk.
            (5) Any other consideration that the Commission considers 
        necessary and appropriate for the protection of investors.
    (c) Solicitation of Public Comments.--In carrying out the study 
required under subsection (a), the Commission may solicit public 
comments.
    (d) Report.--Not later than the end of the 180-day period beginning 
on the date of enactment of this Act, the Commission shall issue a 
report to the Congress, and make such report publicly available on the 
website of the Commission, containing--
            (1) all findings and determinations made in carrying out 
        the study required under subsection (a); and
            (2) any legislative recommendations of the Commission, 
        including any recommendation to update the 10 per centum 
        threshold.

  TITLE XXVII--PROMOTING TRANSPARENT STANDARDS FOR CORPORATE INSIDERS

SEC. 2701. SEC STUDY.

    (a) Study.--
            (1) In general.--The Securities and Exchange Commission 
        shall carry out a study of whether Rule 10b5-1 (17 CFR 
        240.10b5-1) should be amended to--
                    (A) limit the ability of issuers and issuer 
                insiders to adopt a plan described under paragraph 
                (c)(1)(i)(A)(3) of Rule 10b5-1 (``trading plan'') when 
                the issuer or issuer insider is permitted to buy or 
                sell securities during issuer-adopted trading windows;
                    (B) limit the ability of issuers and issuer 
                insiders to adopt multiple, overlapping trading plans;
                    (C) establish a mandatory delay between the 
                adoption of a trading plan and the execution of the 
                first trade pursuant to such a plan and, if so and 
                depending on the Commission's findings with respect to 
                subparagraph (A)--
                            (i) whether any such delay should be the 
                        same for trading plans adopted during an 
                        issuer-adopted trading window as opposed to 
                        outside of such a window; and
                            (ii) whether any exceptions to such a delay 
                        are appropriate;
                    (D) limit the frequency that issuers and issuer 
                insiders may modify or cancel trading plans;
                    (E) require issuers and issuer insiders to file 
                with the Commission trading plan adoptions, amendments, 
                terminations and transactions; or
                    (F) require boards of issuers that have adopted a 
                trading plan to--
                            (i) adopt policies covering trading plan 
                        practices;
                            (ii) periodically monitor trading plan 
                        transactions; and
                            (iii) ensure that issuer policies discuss 
                        trading plan use in the context of guidelines 
                        or requirements on equity hedging, holding, and 
                        ownership.
            (2) Additional considerations.--In carrying out the study 
        required under paragraph (1), the Commission shall consider--
                    (A) how any such amendments may clarify and enhance 
                existing prohibitions against insider trading;
                    (B) the impact any such amendments may have on the 
                ability of issuers to attract persons to become an 
                issuer insider;
                    (C) the impact any such amendments may have on 
                capital formation;
                    (D) the impact any such amendments may have on an 
                issuer's willingness to operate as a public company; 
                and
                    (E) any other consideration that the Commission 
                considers necessary and appropriate for the protection 
                of investors.
    (b) Report.--Not later than the end of the 1-year period beginning 
on the date of the enactment of this Act, the Commission shall issue a 
report to the Committee on Financial Services of the House of 
Representatives and the Committee on Banking, Housing, and Urban 
Affairs of the Senate containing all findings and determinations made 
in carrying out the study required under section (a).
    (c) Rulemaking.--After the completion of the study required under 
subsection (a), the Commission shall, subject to public notice and 
comment, revise Rule 10b5-1 consistent with the results of such study.

  TITLE XXVIII--INVESTMENT ADVISER REGULATORY FLEXIBILITY IMPROVEMENT

SEC. 2801. DEFINITION OF SMALL BUSINESS OF SMALL ORGANIZATION.

    Not later than end the of the 1-year period beginning on the date 
of the enactment of this Act, the Securities and Exchange Commission 
shall revise the definitions of a ``small business'' and ``small 
organization'' under section 275.0-7 of title 17, Code of Federal 
Regulations, to provide alternative methods under which a business or 
organization may qualify as a ``small business'' or ``small 
organization'' under such section. In making such revision, the 
Commission shall consider whether such alternative methods should 
include a threshold based on the number of non-clerical employees of 
the business or organization.

          TITLE XXIX--ENHANCING MULTI-CLASS SHARE DISCLOSURES

SEC. 2901. DISCLOSURE RELATING TO MULTI-CLASS SHARE STRUCTURES.

    Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n) 
is amended by adding at the end the following:
    ``(k) Disclosure for Issuers With 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.--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 two or more classes of securities that 
        have differing amounts of voting rights in the election of 
        directors.''.

             TITLE XXX--NATIONAL SENIOR INVESTOR INITIATIVE

SEC. 3001. SENIOR INVESTOR TASKFORCE.

    Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 78d) is 
amended by adding at the end the following:
    ``(k) 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) 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.
            ``(5) 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.
            ``(6) 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 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 
        3002 of the JOBS and Investor Confidence Act of 2018 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.
            ``(7) Sunset.--The Taskforce shall terminate after the end 
        of the 10-year period beginning on the date of the enactment of 
        this subsection, but may be reestablished by the Chairman.
            ``(8) Senior investor defined.--For purposes of this 
        subsection, the term `senior investor' means an investor over 
        the age of 65.''.

SEC. 3002. GAO STUDY.

    (a) In General.--Not later than 1 year 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 on 
the economic costs of the financial exploitation of senior citizens.
    (b) Contents.--The study required under subsection (a) shall 
include information with respect to--
            (1) costs--
                    (A) associated with losses by victims that were 
                incurred as a result of the financial exploitation of 
                senior citizens;
                    (B) 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; and
                    (C) incurred by the private sector as a result of 
                the financial exploitation of senior citizens; and
            (2) any other relevant costs that--
                    (A) result from the financial exploitation of 
                senior citizens; and
                    (B) 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.
    (c) Senior Citizen Defined.--For purposes of this section, the term 
``senior citizen'' means an individual over the age of 65.

            TITLE XXXI--MIDDLE MARKET IPO UNDERWRITING COST

SEC. 3101. STUDY ON IPO FEES.

    (a) Study.--The Securities and Exchange Commission, in consultation 
with 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 Commission shall--
            (1) consider the direct and indirect costs of an IPO, 
        including--
                    (A) fees, such as gross spreads paid to 
                underwriters, IPO advisors, and other professionals;
                    (B) compliance with Federal and State securities 
                laws at the time of the IPO; and
                    (C) such other IPO-related costs as the Commission 
                determines appropriate;
            (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 
        Commission determines is appropriate to analyze IPO pricing 
        practices, considering--
                    (A) the number of IPOs;
                    (B) how costs for IPOs have evolved over time, 
                including fees paid to 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 underwriting costs;
                    (E) changes in the costs and availability of 
                investment research for small- and medium-sized 
                companies; and
                    (F) any other consideration the Commission 
                considers necessary and appropriate.
    (b) Report.--Not later than the end of the 360-day period beginning 
on the date of the enactment of this Act, the Commission 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 Commission may have.

                  TITLE XXXII--CROWDFUNDING AMENDMENTS

SEC. 3201. CROWDFUNDING VEHICLES.

    (a) Amendments to the Securities Act of 1933.--The Securities Act 
of 1933 (15 U.S.C. 77a et seq.) is amended--
            (1) in section 2(a) (15 U.S.C. 77b(a)), by adding at the 
        end the following:
            ``(20) The term `crowdfunding vehicle' has the meaning 
        given the term in section 3(c)(15)(B) of the Investment Company 
        Act of 1940 (15 U.S.C. 80a-3(c)(15)(B)).'';
            (2) in section 4(a)(6) (15 U.S.C. 77d(a)(6))--
                    (A) in subparagraph (A)--
                            (i) by inserting ``, other than a 
                        crowdfunding vehicle,'' after ``sold to all 
                        investors''; and
                            (ii) by inserting ``other than a 
                        crowdfunding vehicle,'' after ``the issuer,''; 
                        and
                    (B) in subparagraph (B), in the matter preceding 
                clause (i), by inserting ``, other than a crowdfunding 
                vehicle,'' after ``any investor''; and
            (3) in section 4A(f) (15 U.S.C. 77d-1(f))--
                    (A) in the matter preceding paragraph (1), by 
                striking ``Section 4(6)'' and inserting ``Section 
                4(a)(6)''; and
                    (B) in paragraph (3), by inserting ``by any of 
                paragraphs (1) through (14) of'' before ``section 
                3(c)''.
    (b) Amendments to the Investment Company Act of 1940.--Section 3(c) 
of the Investment Company Act of 1940 (15 U.S.C. 80a-3(c)) is amended 
by adding at the end the following:
            ``(15)(A) Any crowdfunding vehicle.
            ``(B) For purposes of this paragraph, the term 
        `crowdfunding vehicle' means a company--
                    ``(i) the purpose of which (as set forth in the 
                organizational documents of the company) is limited to 
                acquiring, holding, and disposing of securities issued 
                by a single company in 1 or more transactions made 
                under section 4(a)(6) of the Securities Act of 1933 (15 
                U.S.C. 77d(a)(6));
                    ``(ii) that issues only one class of securities;
                    ``(iii) that receives no compensation in connection 
                with the acquisition, holding, or disposition of 
                securities described in clause (i);
                    ``(iv) no investment adviser or associated person 
                of which receives any compensation on the basis of a 
                share of capital gains upon, or capital appreciation 
                of, any portion of the funds of an investor of the 
                company;
                    ``(v) the securities of which have been issued in a 
                transaction made under section 4(a)(6) of the 
                Securities Act of 1933 (15 U.S.C. 77d(a)(6)), where 
                both the crowdfunding vehicle and the company whose 
                securities the crowdfunding vehicle holds are co-
                issuers;
                    ``(vi) that is current with respect to ongoing 
                reporting requirements under section 227.202 of title 
                17, Code of Federal Regulations, or any successor 
                regulation;
                    ``(vii) that holds securities of a company that is 
                subject to ongoing reporting requirements under section 
                227.202 of title 17, Code of Federal Regulations, or 
                any successor regulation; and
                    ``(viii) that is advised by an investment adviser 
                that is--
                            ``(I) registered under the Investment 
                        Advisers Act of 1940 (15 U.S.C. 80b-1 et seq.); 
                        and
                            ``(II) required to--
                                    ``(aa) disclose to the investors of 
                                the company any fees charged by the 
                                investment adviser; and
                                    ``(bb) obtain approval from a 
                                majority of the investors of the 
                                company with respect to any increase in 
                                the fees described in item (aa).''.
    (c) Amendments to the Investment Advisers Act of 1940.--The 
Investment Advisers Act of 1940 (15 U.S.C. 80b-1 et seq.) is amended--
            (1) in section 202(a) (15 U.S.C. 80b-2(a))--
                    (A) by redesignating the second paragraph (29) as 
                paragraph (31); and
                    (B) by adding at the end the following:
            ``(32) The term `crowdfunding vehicle' has the meaning 
        given the term in section 3(c)(15)(B) of the Investment Company 
        Act of 1940 (15 U.S.C. 80a-3(c)(15)(B)).
            ``(33)(A) The term `crowdfunding vehicle adviser' means an 
        investment adviser that acts as an investment adviser solely 
        with respect to crowdfunding vehicles.
            ``(B) A determination, for the purposes of subparagraph 
        (A), regarding whether an investment adviser acts as an 
        investment adviser solely with respect to crowdfunding vehicles 
        shall not include any consideration of the activity of any 
        affiliate of the investment adviser.'';
            (2) in section 203 (15 U.S.C. 80b-3), by adding at the end 
        the following:
    ``(o) Crowdfunding Vehicle Advisers.--
            ``(1) In general.--A crowdfunding vehicle adviser shall be 
        required to register under this section.
            ``(2) Tailored requirements.--As necessary or appropriate 
        in the public interest and for the protection of investors, and 
        to promote efficiency, competition, and capital formation, the 
        Commission may tailor the requirements under section 
        275.206(4)-2 of title 17, Code of Federal Regulations, with 
        respect to the application of those requirements to a 
        crowdfunding vehicle adviser.''; and
            (3) in section 203A(a) (15 U.S.C. 80b-3a(a))--
                    (A) in paragraph (1)--
                            (i) in subparagraph (A), by striking ``or'' 
                        at the end;
                            (ii) in subparagraph (B), by striking the 
                        period at the end and inserting ``; or''; and
                            (iii) by adding at the end the following:
                    ``(C) is a crowdfunding vehicle adviser.''; and
                    (B) in paragraph (2)--
                            (i) in subparagraph (A), by inserting ``a 
                        crowdfunding vehicle adviser,'' after ``unless 
                        the investment adviser is''; and
                            (ii) in subparagraph (B)(ii), in the matter 
                        preceding subclause (I), by inserting ``except 
                        with respect to a crowdfunding vehicle 
                        adviser,'' before ``has assets''.

SEC. 3202. CROWDFUNDING EXEMPTION FROM REGISTRATION.

    Section 12(g)(6) of the Securities Exchange Act of 1934 (15 U.S.C. 
78l(g)(6)) is amended--
            (1) by striking ``The Commission'' and inserting the 
        following:
                    ``(A) In general.--The Commission'';
            (2) in subparagraph (A), as so designated, by striking 
        ``section 4(6)'' and inserting ``section 4(a)(6)''; and
            (3) by adding at the end the following:
                    ``(B) Treatment of securities issued by certain 
                issuers.--
                            ``(i) In general.--An exemption under 
                        subparagraph (A) shall be unconditional for 
                        securities offered by an issuer that had a 
                        public float of less than $75,000,000, as of 
                        the last business day of the most recently 
                        completed semiannual period of the issuer, 
                        which shall be calculated in accordance with 
                        clause (ii).
                            ``(ii) Calculation.--
                                    ``(I) In general.--A public float 
                                described in clause (i) shall be 
                                calculated by multiplying the aggregate 
                                worldwide number of shares of the 
                                common equity securities of an issuer 
                                that are held by non-affiliates by the 
                                price at which those securities were 
                                last sold (or the average bid and asked 
                                prices of those securities) in the 
                                principal market for those securities.
                                    ``(II) Calculation of zero.--If a 
                                public float calculation under 
                                subclause (I) with respect to an issuer 
                                is zero, an exemption under 
                                subparagraph (A) shall be unconditional 
                                for securities offered by the issuer if 
                                the issuer had annual revenues of less 
                                than $50,000,000, as of the most 
                                recently completed fiscal year of the 
                                issuer.''.

            Amend the title so as to read: ``An Act to modernize U.S. 
        markets and to promote capital formation, investor confidence, 
        and economic growth, and for other purposes.''.

            Attest:

                                                                 Clerk.
115th CONGRESS

  2d Session

                                 S. 488

_______________________________________________________________________

                               AMENDMENTS