[House Report 118-407]
[From the U.S. Government Publishing Office]


118th Congress }                                              { Report
                        HOUSE OF REPRESENTATIVES
 2d Session    }                                              { 118-407

======================================================================

 
PROVIDING FOR CONSIDERATION OF THE BILL (H.R. 2799) TO MAKE REFORMS TO 
 THE CAPITAL MARKETS OF THE UNITED STATES, AND FOR OTHER PURPOSES, AND 
  PROVIDING FOR CONSIDERATION OF THE BILL (H.R. 7511) TO REQUIRE THE 
  SECRETARY OF HOMELAND SECURITY TO TAKE INTO CUSTODY ALIENS WHO HAVE 
  BEEN CHARGED IN THE UNITED STATES WITH THEFT, AND FOR OTHER PURPOSES

                                _______
                                

   March 5, 2024.--Referred to the House Calendar and ordered 
                           to be printed

                                _______
                                

              Mrs. Houchin, from the Committee on Rules, 
                        submitted the following

                              R E P O R T

                      [To accompany H. Res. 1052]

    The Committee on Rules, having had under consideration 
House Resolution 1052, by a record vote of 9 to 3, 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. 2799, the 
Expanding Access to Capital Act of 2023, under a structured 
rule. The resolution waives all points of order against 
consideration of the bill. 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 
or their respective designees. The resolution provides that the 
amendment in the nature of a substitute recommended by the 
Committee on Financial Services now printed in the bill, 
modified by the amendment printed in part A of the report, 
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 those further amendments printed 
in part B of the report. Each amendment shall be considered 
only in the order printed in the report, may be offered only by 
a Member designated in the report, shall be considered as read, 
shall be debatable for the time specified in the 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 B of the 
report. The resolution provides for one motion to recommit. The 
resolution further provides for consideration of H.R. 7511, the 
Laken Riley Act, under a closed rule. The resolution waives all 
points of order against consideration of the bill. The 
resolution provides that the bill shall be considered as read. 
The resolution waives all points of order against provisions in 
the bill. The resolution provides one hour of general debate 
equally divided and controlled by the chair and ranking 
minority member of the Committee on the Judiciary or their 
respective designees. The resolution provides for one motion to 
recommit.

                         EXPLANATION OF WAIVERS

    Although the resolution waives all points of order against 
consideration of H.R. 2799, 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 
provisions in H.R. 2799, 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 amendments printed in part B of the 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. 7511 includes:
    --Clause 12 of rule XXI, which prohibits consideration of a 
bill pursuant to a special order of business reported by the 
Committee on Rules that has not been reported by a committee.
    Although the resolution waives all points of order against 
provisions in H.R. 7511, 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. 203

    Motion by Mr. McGovern to amend the rule to make in order 
amendment #21 to H.R. 2799, offered by Representative 
Pettersen, which limits exemptions or benefits provided under 
this act to only apply to companies that have not been 
convicted of a violation of securities laws. Defeated: 3-9

----------------------------------------------------------------------------------------------------------------
                Majority Members                      Vote               Minority Members               Vote
----------------------------------------------------------------------------------------------------------------
Mr. Burgess.....................................          Nay   Mr. McGovern......................          Yea
Mr. Reschenthaler...............................          Nay   Ms. Scanlon.......................          Yea
Mrs. Fischbach..................................          Nay   Mr. Neguse........................  ............
Mr. Massie......................................          Nay   Ms. Leger Fernandez...............          Yea
Mr. Norman......................................          Nay
Mrs. Houchin....................................          Nay
Mr. Langworthy..................................          Nay
Mr. Cole, Chairman..............................          Nay
----------------------------------------------------------------------------------------------------------------

Rules Committee Record Vote No. 204

    Motion by Mrs. Houchin to report the rule. Adopted: 9-3

----------------------------------------------------------------------------------------------------------------
                Majority Members                      Vote               Minority Members               Vote
----------------------------------------------------------------------------------------------------------------
Mr. Burgess.....................................          Yea   Mr. McGovern......................          Nay
Mr. Reschenthaler...............................          Yea   Ms. Scanlon.......................          Nay
Mrs. Fischbach..................................          Yea   Mr. Neguse........................  ............
Mr. Massie......................................          Yea   Ms. Leger Fernandez...............          Nay
Mr. Norman......................................          Yea
Mr. Roy.........................................          Yea
Mrs. Houchin....................................          Yea
Mr. Langworthy..................................          Yea
Mr. Cole, Chairman..............................          Yea
----------------------------------------------------------------------------------------------------------------

    SUMMARY OF THE AMENDMENT TO H.R. 2799 IN PART A CONSIDERED 
                           AS ADOPTED

    1. McHenry (NC): Strikes title VII. Makes technical 
corrections to the reported bill, including striking section 
3103.

    SUMMARY OF THE AMENDMENTS TO H.R. 2799 IN PART B MADE IN 
                             ORDER

    1. Lawler (NY), Gottheimer (NJ): Clarifies the definition 
of ``general solicitation'' and ``angel investor'' for purposes 
of the federal securities laws to ensure that startups can 
discuss their products and business plans at certain events, 
known as ``demo days.'' (10 minutes)
    2. Huizenga (MI), Auchincloss (MA), Nickel (NC), Steil 
(WI): Directs the Securities and Exchange Commission to 
promulgate rules with respect to the electronic delivery of 
certain required disclosures to investors. (10 minutes)
    3. Lucas (OK), Gottheimer (NJ), Foster (IL): Amends Federal 
securities laws to allow 403(b) plans to invest in collective 
investment trusts (CITs) and insurance contracts that currently 
may be invested in by comparable retirement plans, such as 
401(k)s. (10 minutes)
    4. Wagner (MO), Meeks (NY), Nickel (NC), Scott, David (GA): 
Allows a closed-end investment company, an entity that invests 
in securities using money raised in its initial public 
offering, to invest its assets in securities issued by private 
funds. (10 minutes)
    5. Sherman (CA): Allows an individual to invest not more 
than 5 percent of the net worth of the individual excluding the 
individual's primary residence in any one private offering. 
Limits the aggregate investment of the individual in private 
offerings to 25 percent of the net worth of the individual 
excluding the individual's primary residence. (10 minutes)
    6. Houlahan (PA): Requires the Advocate for Small Business 
Capital Formation to include in its report to Congress and the 
SEC [Sec. 2603(b)] the effects of the failure of Silicon Valley 
Bank on community banks and small business lending. (10 
minutes)
    7. Tlaib (MI): Ensures exemptions or benefits provided by 
H.R. 2799 may only apply to companies that do not impose junk 
fees on customers. (10 minutes)
    8. Lynch (MA): Provides that the Act will take effect only 
when the SEC, in consultation with State securities regulators, 
certifies to Congress that nothing in the Act will increase 
fraud. (10 minutes)
    9. Waters (CA): Requires any investment adviser, private 
fund, or an investment company that is subject to the bill to 
annually and publicly disclose their investments into women-
owned, minority-owned, veteran-owned, rural-domiciled, and 
other businesses. (10 minutes)

     PART A--TEXT OF AMENDMENT TO H.R. 2799 CONSIDERED  
                          AS ADOPTED

  In division A, strike title VII.
  Page 28, beginning on line 11, strike ``to the extent such 
revisions facilitate'' and insert ``in a manner that 
facilitates''.
  Page 35, line 3, strike ``and''.
  Page 35, line 5, strike the period and insert ``; and''.
  Page 35, after line 5, insert the following:
          (4) in section 18(b)(4)(A), by striking ``section 4'' 
        and inserting ``section 4(a)''.
  Strike section 3103.

         PART B--TEXT OF AMENDMENTS TO H.R. 2799 MADE IN ORDER

 1. An Amendment To Be Offered by Representative Lawler of  
      New York or His Designee, Debatable for 10 Minutes

  Add at the end the following:

              DIVISION D--HELPING ANGELS LEAD OUR STARTUPS

SEC. 4001. CLARIFICATION OF GENERAL SOLICITATION.

  (a) Definitions.--For purposes of this section and the 
revision of rules required under this section:
          (1) Angel investor group.--The term ``angel investor 
        group'' means any group that--
                  (A) is composed of accredited investors 
                interested in investing personal capital in 
                early-stage companies;
                  (B) holds regular meetings and has defined 
                processes and procedures for making investment 
                decisions, either individually or among the 
                membership of the group as a whole; and
                  (C) is neither associated nor affiliated with 
                brokers, dealers, or investment advisers.
          (2) Issuer.--The term ``issuer'' means an issuer that 
        is a business, is not in bankruptcy or receivership, is 
        not an investment company, and is not a blank check, 
        blind pool, or shell company.
  (b) In General.--Not later than 6 months after the date of 
enactment of this Act, the Securities and Exchange Commission 
shall revise Regulation D (17 CFR 230.500 et seq.) to require 
that in carrying out the prohibition against general 
solicitation or general advertising contained in section 
230.502(c) of title 17, Code of Federal Regulations, the 
prohibition shall not apply to a presentation or other 
communication made by or on behalf of an issuer which is made 
at an event--
          (1) sponsored by--
                  (A) the United States or any territory 
                thereof, the District of Columbia, any State, a 
                political subdivision of any State or 
                territory, or any agency or public 
                instrumentality of any of the foregoing;
                  (B) a college, university, or other 
                institution of higher education;
                  (C) a nonprofit organization;
                  (D) an angel investor group;
                  (E) 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 reasonable administrative fees;
                  (D) does not receive any compensation for 
                making introductions between investors 
                attending the event and issuers, or for 
                investment negotiations between such parties;
                  (E) makes readily available to attendees a 
                disclosure not longer than one page in length, 
                as prescribed by the Securities and Exchange 
                Commission, describing the nature of the event 
                and the risks of investing in the issuers 
                presenting at the event; and
                  (F) does not receive any compensation with 
                respect to such event that would require 
                registration of the sponsor as a broker or a 
                dealer under the Securities Exchange Act of 
                1934, or as an investment advisor under the 
                Investment Advisers Act of 1940; and
          (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.
  (c) Rule of Construction.--Subsection (b) may only be 
construed as requiring the Securities and Exchange Commission 
to amend the requirements of Regulation D with respect to 
presentations and communications, and not with respect to 
purchases or sales.
  (d) No Pre-existing Substantive Relationship by Reason of 
Event.--Attendance at an event described under subsection (b) 
shall not qualify, by itself, as establishing a pre-existing 
substantive relationship between an issuer and a purchaser, for 
purposes of Rule 506(b).
                              ----------                              


2. An Amendment To Be Offered by Representative Huizenga of 
   Michigan or His Designee, Debatable for 10 Minutes

  Add at the end the following:

              DIVISION D--IMPROVING DISCLOSURE   
                        FOR INVESTORS

SEC. 4001. SHORT TITLE.

  This division may be cited as the ``Improving Disclosure for 
Investors Act of 2024''.

SEC. 4002. ELECTRONIC DELIVERY.

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


 3. An Amendment To Be Offered by Representative Lucas of 
     Oklahoma or His Designee, Debatable for 10 Minutes

  Add at the end the following:

               DIVISION D--ENHANCEMENT OF 403(b) 
                             PLANS

SEC. 4101. SHORT TITLE.

  This division may be cited as the ``Retirement Fairness for  
Charities and Educational Institutions Act of 2024''.

SEC. 4102. ENHANCEMENT OF 403(B) PLANS.

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


 4. An Amendment To Be Offered by Representative Wagner of 
    Missouri or Her Designee, Debatable for 10 Minutes

  Add at the end the following:

               DIVISION D--INCREASING INVESTOR  
                        OPPORTUNITIES

SEC. 4001. CLOSED-END COMPANY AUTHORITY TO INVEST IN PRIVATE 
            FUNDS.

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


 5. An Amendment To Be Offered by Representative Sherman of 
    California or His Designee, Debatable for 10 Minutes

  Page 38, strike line 21 and all that follows through page 39, 
line 6 and insert the following:
                          ``(iii) with respect to a proposed 
                        transaction involving a private 
                        offering, any individual if--
                                  ``(I) the amount of such 
                                transaction is not more than 5 
                                percent of the net worth of the 
                                individual (excluding the 
                                primary residence of the 
                                individual); and
                                  ``(II) the aggregate 
                                investment of the individual at 
                                the completion of such 
                                transaction, in securities with 
                                respect to which there has not 
                                been a public offering, is not 
                                more than 25 percent of the net 
                                worth of the individual 
                                (excluding the primary 
                                residence of the 
                                individual);''.
                              ----------                              


      6. An Amendment To Be Offered by Representative Houlahan of 
         Pennsylvania or Her Designee, Debatable for 10 Minutes

  Page 29, line 25, strike ``and'' at the end.
  Page 29, after line 25, insert the following:
          (2) examining the effects of the failure of Silicon 
        Valley Bank in the United States on--
                  (A) insured depository institutions (as 
                defined in section 3 of the Federal Deposit 
                Insurance Act) with less than $10,000,000,000 
                in consolidated assets; and
                  (B) small business lending; and
  Page 30, line 1, strike ``(2)'' and insert ``(3)''.
                              ----------                              


 7. An Amendment To Be Offered by Representative Tlaib of 
    Michigan or Her Designee, Debatable for 10 Minutes

  Page 5, before line 1, insert the following:

SEC. 2. LIMITATION WITH RESPECT TO CERTAIN COMPANIES.

  An exemption or benefit provided under this Act or the 
amendments made by this Act may only apply to a company that 
does not impose junk fees on customers.
                              ----------                              


8. An Amendment To Be Offered by Representative Lynch of 
 Massachusetts or His Designee, Debatable for 10 Minutes

  Page 5, before line 1, insert the following:

SEC. 2. EFFECTIVE DATE.

  This Act and the amendments made by this Act shall take 
effect on the date the Securities and Exchange Commission, in 
consultation with State securities regulators, certifies to 
Congress that nothing in this Act or the amendments made by 
this Act will increase fraud.
                              ----------                              


9. An Amendment To Be Offered by Representative Waters of 
  California or Her Designee, Debatable for 10 Minutes

  Insert after section 2202 the following:

SEC. 2203. ANNUAL DISCLOSURES ON INVESTMENTS BY NON-EXEMPT 
           PRIVATE FUND ADVISERS.

  (a) In General.--Section 204(b) of the Investment Advisers 
Act of 1940 (15 U.S.C. 80b-4(b)) is amended by adding at the 
end the following:
          ``(12) Annual disclosures on investments by non-
        exempt private fund advisers.--
                  ``(A) In general.--Each investment adviser 
                who advises private funds and is not exempt 
                from registration pursuant to section 203(m) 
                shall file an annual report with the Commission 
                disclosing the aggregate number and aggregate 
                dollar amount of all investments (including 
                derivatives) made by such private funds during 
                the previous year in--
                          ``(i) women-owned companies;
                          ``(ii) minority-owned companies;
                          ``(iii) LGBTQ-owned companies;
                          ``(iv) veteran-owned companies;
                          ``(v) companies owned by individuals 
                        with a disability; and
                          ``(vi) companies domiciled in, or 
                        projects located, in rural America.
                  ``(B) Definitions.--In this paragraph:
                          ``(i) Disability.--The term 
                        `disability' has the meaning given that 
                        term in section 3 of the Americans with 
                        Disabilities Act of 1990.
                          ``(ii) LGBTQ.--The term `LGBTQ' means 
                        lesbian, gay, bisexual, transgender, 
                        and queer.
                          ``(iii) Minority.--The term 
                        `minority' has the meaning given that 
                        term in section 308(b) of the Financial 
                        Institutions Reform, Recovery, and 
                        Enforcement Act of 1989 and includes 
                        any indigenous person in the United 
                        States or the territories of the United 
                        States.
                          ``(iv) Owned.--With respect to a 
                        company and a class of individuals, the 
                        company is `owned' by such individuals 
                        if--
                                  ``(I) more than 50 percent of 
                                the voting securities of the 
                                company are owned by 1 or more 
                                individuals in such class; and
                                  ``(II) the management and 
                                daily business operations of 
                                the company are controlled by 1 
                                or more individuals in such 
                                class.
                          ``(v) Veteran.--The term veteran has 
                        the meaning given the term in section 
                        101(2) of title 38, United States 
                        Code.''.
  (b) Rulemaking.--Not later than the end of the 18-month 
period beginning on the date of enactment of this Act, the 
Securities and Exchange Commission shall issue rules to carry 
out the amendment made by this section.
  Insert after section 2302 the following:

SEC. 2303. ANNUAL DISCLOSURES ON INVESTMENTS BY QUALIFYING 
            VENTURE CAPITAL FUNDS.

  (a) Annual Disclosures on Investments.--
          (1) In general.--Each person described in section 
        3(c)(1) of the Investment Company Act of 1940 (15 
        U.S.C. 80a-3(c)(1)) that would not be a person 
        described in such section but for the amendments made 
        by section 2302, shall file an annual report with the 
        Commission disclosing the aggregate number and 
        aggregate dollar amount of all investments (including 
        derivatives) made by such person during the previous 
        year in--
                  (A) women-owned companies;
                  (B) minority-owned companies;
                  (C) LGBTQ-owned companies;
                  (D) veteran-owned companies;
                  (E) companies owned by individuals with a 
                disability; and
                  (F) companies domiciled in, or projects 
                located, in rural America.
          (2) Definitions.--In this paragraph:
                  (A) Disability.--The term ``disability'' has 
                the meaning given that term in section 3 of the 
                Americans with Disabilities Act of 1990.
                  (B) LGBTQ.--The term ``LGBTQ'' means lesbian, 
                gay, bisexual, transgender, and queer.
                  (C) Minority.--The term ``minority'' has the 
                meaning given that term in section 308(b) of 
                the Financial Institutions Reform, Recovery, 
                and Enforcement Act of 1989 and includes any 
                indigenous person in the United States or the 
                territories of the United States.
                  (D) Owned.--With respect to a company and a 
                class of individuals, the company is ``owned'' 
                by such individuals if--
                          (i) more than 50 percent of the 
                        voting securities of the company are 
                        owned by 1 or more individuals in such 
                        class; and
                          (ii) the management and daily 
                        business operations of the company are 
                        controlled by 1 or more individuals in 
                        such class.
                  (E) Veteran.--The term veteran has the 
                meaning given the term in section 101(2) of 
                title 38, United States Code.
  (b) Rulemaking.--Not later than the end of the 18-month 
period beginning on the date of enactment of this Act, the 
Securities and Exchange Commission shall issue rules to carry 
out this section.

                                  [all]