[House Report 114-725]
[From the U.S. Government Publishing Office]


114th Congress   }                                       {      Report
                        HOUSE OF REPRESENTATIVES
 2d Session      }                                       {     114-725

======================================================================
 
   PROVIDING FOR CONSIDERATION OF THE BILL (H.R. 2357) TO DIRECT THE 
  SECURITIES AND EXCHANGE COMMISSION TO REVISE FORM S-3 SO AS TO ADD 
 LISTING AND REGISTRATION OF A CLASS OF COMMON EQUITY SECURITIES ON A 
NATIONAL SECURITIES EXCHANGE AS AN ADDITIONAL BASIS FOR SATISFYING THE 
 REQUIREMENTS OF GENERAL INSTRUCTION I.B.1. OF SUCH FORM AND TO REMOVE 
 SUCH LISTING AND REGISTRATION AS A REQUIREMENT OF GENERAL INSTRUCTION 
I.B.6. OF SUCH FORM, AND PROVIDING FOR CONSIDERATION OF THE BILL (H.R. 
 5424) TO AMEND THE INVESTMENT ADVISERS ACT OF 1940 AND TO DIRECT THE 
  SECURITIES AND EXCHANGE COMMISSION TO AMEND ITS RULES TO MODERNIZE 
  CERTAIN REQUIREMENTS RELATING TO INVESTMENT ADVISERS, AND FOR OTHER 
                                PURPOSES

                                _______
                                

 September 6, 2016.--Referred to the House Calendar and ordered to be 
                                printed

                                _______
                                

              Mr. Sessions, from the Committee on Rules, 
                        submitted the following

                              R E P O R T

                       [To accompany H. Res. 844]

    The Committee on Rules, having had under consideration 
House Resolution 844, by a record vote of 9 to 2, report the 
same to the House with the recommendation that the resolution 
be adopted.

                SUMMARY OF PROVISIONS OF THE RESOLUTION

    The resolution provides for consideration of H.R. 2357, the 
Accelerating Access to Capital Act of 2015, under a structured 
rule. The resolution provides one hour of general debate 
equally divided and controlled by the chair and ranking 
minority member of the Committee on Financial Services. The 
resolution waives all points of order against consideration of 
the bill. The resolution makes in order as original text for 
the purpose of amendment an amendment in the nature of a 
substitute consisting of the text of Rules Committee Print 114-
62 and provides that it shall be considered as read. The 
resolution waives all points of order against that amendment in 
the nature of a substitute. The resolution makes in order only 
those further amendments printed in part A of this report. Each 
such amendment may be offered only in the order printed in this 
report, may be offered only by a Member designated in this 
report, shall be considered as read, shall be debatable for the 
time specified in this report equally divided and controlled by 
the proponent and an opponent, shall not be subject to 
amendment, and shall not be subject to a demand for division of 
the question. The resolution waives all points of order against 
the amendments printed in part A of this report. The resolution 
provides one motion to recommit with or without instructions.
    Section 2 of the resolution provides for consideration of 
H.R. 5424, the Investment Advisers Modernization Act of 2016, 
under a structured rule. The resolution provides one hour of 
debate equally divided and controlled by the chair and ranking 
minority member of the Committee on Financial Services. The 
resolution waives all points of order against consideration of 
the bill. The resolution provides that the amendment in the 
nature of a substitute recommended by the Committee on 
Financial Services now printed in the bill shall be considered 
as adopted, and the bill, as amended, shall be considered as 
read. The resolution waives all points of order against 
provisions in the bill, as amended. The resolution makes in 
order only the further amendment printed in part B of this 
report, if offered by the Member designated in this report, 
which shall be considered as read, shall be debatable for the 
time specified in this report equally divided and controlled by 
the proponent and an opponent, shall not be subject to 
amendment, and shall not be subject to a demand for division of 
the question. The resolution waives all points of order against 
the amendment printed in part B of this report. The resolution 
provides for one motion to recommit with or without 
instructions.

                         EXPLANATION OF WAIVERS

    Although the resolution waives all points of order against 
consideration of H.R. 2357, the Committee is not aware of any 
points of order. The waiver is prophylactic in nature.
    The waiver of all points of order against the amendment in 
the nature of a substitute to H.R. 2357 made in order as 
original text includes a waiver of clause 7 of rule XVI, which 
requires that no motion or proposition on a subject different 
from that under consideration shall be admitted under color of 
amendment.
    Although the resolution waives all points of order against 
the amendments printed in part A of this report, the Committee 
is not aware of any points of order. The waiver is prophylactic 
in nature.
    The waiver of all points of order against consideration of 
H.R. 5424 includes a waiver of clause 3(e)(1) of rule XIII 
(``Ramseyer''), requiring a committee report accompanying a 
bill amending or repealing statutes to show, by typographical 
device, parts of statute affected. The waiver is provided 
because the submission provided by the Committee on Financial 
Services was insufficient to meet the standards established by 
the rule in its current form. The Committee on Rules continues 
to work with the House Office of Legislative Counsel and 
committees to determine the steps necessary to comply with the 
updated rule.
    Although the resolution waives all points of order against 
provisions in H.R. 5424, as amended, the Committee is not aware 
of any points of order. The waiver is prophylactic in nature.
    Although the resolution waives all points of order against 
the amendment printed in part B of this report, the Committee 
is not aware of any points of order. The waiver is prophylactic 
in nature.

                            COMMITTEE VOTES

    The results of each record vote on an amendment or motion 
to report, together with the names of those voting for and 
against, are printed below:

Rules Committee record vote No. 204

    Motion by Ms. Foxx to report the rule. Adopted: 9-2

----------------------------------------------------------------------------------------------------------------
                Majority Members                      Vote               Minority Members               Vote
----------------------------------------------------------------------------------------------------------------
Ms. Foxx........................................          Yea   Ms. Slaughter.....................  ............
Mr. Cole........................................          Yea   Mr. McGovern......................          Nay
Mr. Woodall.....................................          Yea   Mr. Hastings of Florida...........          Nay
Mr. Burgess.....................................          Yea   Mr. Polis.........................  ............
Mr. Stivers.....................................          Yea
Mr. Collins.....................................          Yea
Mr. Byrne.......................................          Yea
Mr. Newhouse....................................          Yea
Mr. Sessions, Chairman..........................          Yea
----------------------------------------------------------------------------------------------------------------

     SUMMARY OF THE AMENDMENTS TO H.R. 2357 IN PART A MADE IN ORDER

    1. DeSantis (FL): Requires companies to publically disclose 
if they engage in business within Iran or with the Government 
of Iran. (10 minutes)
    2. Hinojosa (TX): Limits unaccredited investor purchasers 
to 35, and limits the amount they may invest to $5,000. Issuers 
of exempted securities must provide updated disclosure 
documents to purchasers. (10 minutes)

     SUMMARY OF THE AMENDMENT TO H.R. 5424 IN PART B MADE IN ORDER

    Foster (IL): Removes provisions related to brochure 
delivery and the requirement for annual audits at select 
private funds. (10 minutes)

                PART A--TEXT OF AMENDMENTS MADE IN ORDER

1. An Amendment To Be Offered by Representative DeSantis of Florida or 
                 His Designee, Debatable for 10 Minutes

  Page 1, line 7, strike ``Not later'' and insert ``(a) In 
General.--Not later''.
  Page 2, after line 6, insert the following:
  (b) Issuers Conducting Business Activities in Iran.--Not 
later than 45 days after the date of the enactment of this Act, 
the Securities and Exchange Commission shall require any issuer 
that registers its securities under the Securities Act of 1933 
(15 U.S.C. 77a et seq.) to indicate on the registration 
statement whether or not such issuer is an issuer that--
          (1) does business in Iran; or
          (2) engages in transactions with--
                  (A) the Government of Iran; or
                  (B) any entity that is organized under the 
                laws of Iran.
                              ----------                              


 2. An Amendment To Be Offered By Representative Hinojosa of Texas or 
                 His Designee, Debatable for 10 Minutes

  Page 3, strike lines 4 through 10, and insert the following:
                  ``(B) Limitations on non-accredited 
                investors.--With respect to non-accredited 
                investors--
                          ``(i) there are no more than 35, or 
                        the issuer reasonably believes that 
                        there are no more than 35, non-
                        accredited investor purchasers of 
                        securities from the issuer that are 
                        sold in reliance on the exemption 
                        provided under subsection (a)(8) during 
                        the 12-month period preceding such 
                        transaction; and
                          ``(ii) the amount that any non-
                        accredited investor purchases of such 
                        securities does not exceed $5,000.''.
  Page 5, line 8, strike the quotation marks and following 
period and insert after such line the following:
          ``(3) Disclosure requirement.--
                  ``(A) In general.--With respect to any actual 
                or potential purchasers of a security sold in 
                reliance on the exemption provided under 
                subsection (a)(8), the issuer of such security 
                shall provide such purchasers with a disclosure 
                document containing the material elements of 
                the offering.
                  ``(B) Update requirement.--An issuer shall 
                update the disclosure document described under 
                subparagraph (A), and provide such updated 
                disclosure document to purchasers, if a 
                material change occurs before the purchase is 
                completed or the offering ends.
                  ``(C) Treatment of financial statements or 
                projections.--An issuer shall not be required 
                to provide financial statements or projections 
                in the disclosure document described under 
                subparagraph (A), but, if the issuer provides 
                any financial statement or projection to any 
                actual or potential purchaser, the issuer shall 
                provide such financial statement or projection 
                to all actual or potential purchasers.
          ``(4) Treatment as restricted securities.--Securities 
        sold in reliance on the exemption under subsection 
        (a)(8) shall be deemed to be restricted securities 
        within the meaning of Rule 144 (17 C.F.R. 230.144).
          ``(5) Form d requirement.--The Commission shall 
        require the issuer of any security sold in reliance on 
        the exemption provided under subsection (a)(8) to 
        comply with the filing requirements for Form D.''.

                PART B--TEXT OF AMENDMENT MADE IN ORDER

 1. An Amendment To Be Offered by Representative Foster of Illinois or 
                 His Designee, Debatable for 10 Minutes

  Page 6, strike line 14 and all that follows through page 7, 
line 5.
  Page 7, strike line 18 and all that follows through 
``Consistent with'' on page 9, line 16, and insert 
``Regulations, consistent with''.
  Page 9, beginning on line 20, strike ``the Commission 
shall,''.
  Page 9, line 23, insert ``, so as to'' after ``such 
section''.

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