II 

118TH CONGRESS 

2D SESSION S. 5139 

To amend the Securities Act of 1933 to address emerging growth companies, 

and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

SEPTEMBER 23, 2024 

Mr. SCOTT of South Carolina (for himself, Mr. CRAPO, Mr. ROUNDS, Mr. 

TILLIS, Mr. KENNEDY, Mr. HAGERTY, Ms. LUMMIS, Mrs. BRITT, Mr. 

CRAMER, Mr. DAINES, and Mr. MORAN) introduced the following bill; 

which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs 

A BILL 

To amend the Securities Act of 1933 to address emerging 

growth companies, and for other purposes. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 

4 (a) SHORT TITLE.—This Act may be cited as the 

5 ‘‘Empowering Main Street in America Act of 2024’’. 

6 (b) TABLE OF CONTENTS.—The table of contents for 

7 this Act is as follows: 

Sec. 1. Short title; table of contents. 

Sec. 2. Definition. 


ssavage on LAPJG3WLY3PROD with BILLS
2 

•S 5139 IS

TITLE I—PROMOTING GREATER CAPITAL FORMATION IN U.S. 

PUBLIC AND PRIVATE MARKETS 

Sec. 101. Helping startups continue to grow. 

Sec. 102. Micro-offering exemption. 

Sec. 103. Investment companies. 

Sec. 104. Public float. 

Sec. 105. Crowdfunding. 

Sec. 106. Regulatory definition of venture capital fund. 

Sec. 107. Unlocking capital for small businesses. 

Sec. 108. Rural job creators. 

Sec. 109. Studies, reports, and rules regarding small entities. 

TITLE II—RESPONSIBLY EXPANDING INVESTMENT 

OPPORTUNITIES FOR RETAIL INVESTORS 

Sec. 201. Equal opportunity for all investors. 

Sec. 202. Encouraging investments in Main Street. 

Sec. 203. Main Street investor confidence. 

Sec. 204. Increasing investor opportunities. 

Sec. 205. Enhancement of 403(b) plans. 

TITLE III—FOSTERING INVESTOR CONFIDENCE IN MARKET 

INTEGRITY, FAIRNESS, AND TRANSPARENCY 

Sec. 301. Study regarding retail investor readability of financial statements. 

Sec. 302. Duties of Ombudsman relating to Regulation Crowdfunding. 

Sec. 303. Publication on economic data on securities markets. 

Sec. 304. Study on IPO fees. 

Sec. 305. Exclusions available regardless of significant social policy issue. 

TITLE IV—HOLDING REGULATORS ACCOUNTABLE THROUGH 

INCREASED OVERSIGHT 

Sec. 401. Required testimony. 

Sec. 402. Semiannual report. 

Sec. 403. Rulemaking requirements. 

Sec. 404. Senate confirmation of Inspector General of the Securities and Exchange Commission. 

1 SEC. 2. DEFINITION. 

2 In this Act, the term ‘‘Commission’’ means the Secu3 rities and Exchange Commission. 


ssavage on LAPJG3WLY3PROD with BILLS
3 

•S 5139 IS

1 TITLE I—PROMOTING GREATER 

2 CAPITAL FORMATION IN U.S. 

3 PUBLIC AND PRIVATE MAR4 KETS 

5 SEC. 101. HELPING STARTUPS CONTINUE TO GROW. 

6 (a) DEFINITION OF TERM.— 

7 (1) SECURITIES ACT OF 1933.—Section 2(a) of 

8 the Securities Act of 1933 (15 U.S.C. 77b(a)) is 

9 amended by striking paragraph (19) and inserting 

10 the following: 

11 ‘‘(19)(A) The term ‘emerging growth company’ 

12 means an issuer that had total annual gross reve13 nues of less than $2,000,000,000 (as such amount 

14 is indexed for inflation every 5 years by the Commis15 sion to reflect the change in the Consumer Price 

16 Index for All Urban Consumers published by the 

17 Bureau of Labor Statistics, setting the threshold to 

18 the nearest 1,000,000) during its most recently com19 pleted fiscal year. 

20 ‘‘(B) An issuer that is an emerging growth 

21 company as of the first day of its most recently com22 pleted fiscal year shall, after submitting a draft reg23 istration statement or publicly filing an initial reg24 istration statement under this title, continue to be 


ssavage on LAPJG3WLY3PROD with BILLS
4 

•S 5139 IS

1 deemed an emerging growth company until the ear2 liest of— 

3 ‘‘(i) the date that is 1 fiscal year after the 

4 last day of the fiscal year of the issuer during 

5 which it had total annual gross revenues of 

6 $2,000,000,000 (as such amount is indexed for 

7 inflation every 5 years by the Commission to re8 flect the change in the Consumer Price Index 

9 for All Urban Consumers published by the Bu10 reau of Labor Statistics, setting the threshold 

11 to the nearest 1,000,000) or more; 

12 ‘‘(ii) the last day of the fiscal year of the 

13 issuer following the tenth anniversary of the 

14 date of the first primary sale of common equity 

15 securities of the issuer for cash pursuant to an 

16 effective registration statement under this title; 

17 or 

18 ‘‘(iii) the date that is 1 fiscal year after 

19 the last day of the fiscal year of the issuer in 

20 which such issuer has more than 

21 $2,000,000,000 (as such amount is indexed for 

22 inflation every 5 years by the Commission to re23 flect the change in the Consumer Price Index 

24 for All Urban Consumers published by the Bu25 reau of Labor Statistics, setting the threshold 


ssavage on LAPJG3WLY3PROD with BILLS
5 

•S 5139 IS

1 to the nearest 1,000,000) in non-convertible 

2 debt securities outstanding.’’. 

3 (2) SECURITIES EXCHANGE ACT OF 1934.—Sec4 tion 3(a) of the Securities Exchange Act of 1934 

5 (15 U.S.C. 78c(a)) is amended— 

6 (A) by striking the first paragraph (80) 

7 (relating to emerging growth companies); 

8 (B) by transferring paragraph (79) (relat9 ing to asset-backed securities) to appear after 

10 paragraph (78); and 

11 (C) by adding at the end the following: 

12 ‘‘(81) EMERGING GROWTH COMPANY.—The 

13 term ‘emerging growth company’ has the meaning 

14 given the term in section 2(a) of the Securities Act 

15 of 1933 (15 U.S.C. 77b(a)).’’. 

16 (3) RULE OF APPLICATION.—The amendments 

17 made by this subsection shall apply with respect to 

18 an issuer that— 

19 (A) qualifies as an emerging growth com20 pany, as defined in section 2(a) of the Securi21 ties Act of 1933 (15 U.S.C. 77b(a)) or the first 

22 paragraph (80) of section 3(a) of the Securities 

23 Exchange Act of 1934 (15 U.S.C. 78c(a)), as 

24 applicable, on the day before the date of enact25 ment of this Act; or 


ssavage on LAPJG3WLY3PROD with BILLS
6 

•S 5139 IS

1 (B) first qualifies as an emerging growth 

2 company, as defined in such section 2(a) or 

3 paragraph (81) of such section 3(a) (as added 

4 by paragraph (2) of this subsection), as applica5 ble, on or after the date of enactment of this 

6 Act. 

7 (b) REGISTRATION.—Section 6(e)(1) of the Securities 

8 Act of 1933 (15 U.S.C. 77f(e)(1)) is amended by striking 

9 the second sentence. 

10 SEC. 102. MICRO-OFFERING EXEMPTION. 

11 (a) IN GENERAL.—Section 4 of the Securities Act of 

12 1933 (15 U.S.C. 77d) is amended— 

13 (1) in subsection (a), by adding at the end the 

14 following: 

15 ‘‘(8) transactions meeting the requirements of 

16 subsection (f).’’; and 

17 (2) by adding at the end the following: 

18 ‘‘(f) MICRO-OFFERINGS.— 

19 ‘‘(1) IN GENERAL.—The transactions referred 

20 to in subsection (a)(8) are transactions involving the 

21 sale of securities by an issuer (including all entities 

22 controlled by or under common control with the 

23 issuer) where the aggregate amount of all securities 

24 sold by the issuer, including any amount sold in reli25 ance on the exemption provided under subsection 


ssavage on LAPJG3WLY3PROD with BILLS
7 

•S 5139 IS

1 (a)(8), during the 12-month period preceding such 

2 transaction, does not exceed $500,000. 

3 ‘‘(2) ADJUSTMENT.—The dollar amount in 

4 paragraph (1) shall be adjusted by the Commission 

5 not less frequently than once every 5 years and at 

6 the same time as the adjustments made under sec7 tion 4A(h), by notice published in the Federal Reg8 ister to reflect any change in the Consumer Price 

9 Index for All Urban Consumers published by the 

10 Bureau of Labor Statistics, setting the threshold to 

11 the nearest $10,000. 

12 ‘‘(3) BAD ACTOR PROHIBITION.—The exemp13 tion under this subsection shall not apply to any per14 son subject to— 

15 ‘‘(A) an event that would disqualify an 

16 issuer or other covered person under section 

17 230.506(d)(1) of title 17, Code of Federal Reg18 ulations, or any successor regulation; or 

19 ‘‘(B) a statutory disqualification, as de20 fined in section 3(a) of the Securities Exchange 

21 Act of 1934 (15 U.S.C. 78c(a)).’’. 

22 (b) EXEMPTION UNDER STATE REGULATIONS.—Sec23 tion 18(b)(4) of the Securities Act of 1933 (15 U.S.C. 

24 77r(b)(4)) is amended— 


ssavage on LAPJG3WLY3PROD with BILLS
8 

•S 5139 IS

1 (1) in subparagraph (F), by striking ‘‘or’’ at 

2 the end; 

3 (2) in subparagraph (G), by striking the period 

4 and inserting ‘‘; or’’; and 

5 (3) by adding at the end the following: 

6 ‘‘(H) section 4(a)(8).’’. 

7 SEC. 103. INVESTMENT COMPANIES. 

8 Section 3(c)(1) of the Investment Company Act of 

9 1940 (15 U.S.C. 80a–3(c)(1)) is amended— 

10 (1) in the matter preceding subparagraph (A), 

11 in the first sentence, by striking ‘‘250 persons’’ and 

12 inserting ‘‘500 persons’’; and 

13 (2) in subparagraph (C)(i)— 

14 (A) by striking ‘‘$10,000,000’’ and insert15 ing ‘‘$50,000,000’’; and 

16 (B) by striking ‘‘with such dollar amount 

17 to be indexed for inflation once every 5 years by 

18 the Commission, beginning from a measure19 ment made by the Commission on a date se20 lected by the Commission, rounded to the near21 est $1,000,000’’ and inserting the following: 

22 ‘‘which the Commission shall adjust not less 

23 frequently than once every 5 years by notice 

24 published in the Federal Register to reflect any 

25 change in the Consumer Price Index for All 


ssavage on LAPJG3WLY3PROD with BILLS
9 

•S 5139 IS

1 Urban Consumers published by the Bureau of 

2 Labor Statistics, setting the threshold to the 

3 nearest $10,000’’. 

4 SEC. 104. PUBLIC FLOAT. 

5 Not later than 180 days after the date of enactment 

6 of this Act, the Commission shall amend section 

7 229.10(f)(1)(i) of title 17, Code of Federal Regulations, 

8 or any successor regulation, to provide that the threshold 

9 in that provision shall be a 12-month rolling average of 

10 $700,000,000 (which the Commission shall index for infla11 tion once every 5 years to reflect the change in the Con12 sumer Price Index for All Urban Consumers published by 

13 the Bureau of Labor Statistics, setting the threshold to 

14 the nearest $100,000). 

15 SEC. 105. CROWDFUNDING. 

16 Notwithstanding any other provision of law or regula17 tion, with respect to a transaction described in section 

18 4(a)(6) of the Securities Act of 1933 (15 U.S.C. 

19 77d(a)(6)), the following shall apply: 

20 (1) If the transaction involves an offer or sale 

21 of securities by an issuer that is not more than 

22 $500,000, the issuer— 

23 (A) shall not be required to submit a re24 view report of a public accountant that is inde25 pendent of the issuer; and 


ssavage on LAPJG3WLY3PROD with BILLS
10 

•S 5139 IS

1 (B) may provide financial statements and 

2 certain other information that is based on infor3 mation reported on the Federal income tax re4 turn of the issuer for the most recently com5 pleted year (if any), if— 

6 (i) reviewed or audited financial state7 ments are not available; and 

8 (ii) those financial statements, and 

9 that other information, is certified by the 

10 principal executive officer of the issuer to 

11 be true and complete in all material re12 spects. 

13 (2) A person described in subsection (b) or (c) 

14 of section 3 of the Investment Company Act of 1940 

15 (15 U.S.C. 80a–3) may purchase the securities that 

16 are offered or sold in that transaction. 

17 SEC. 106. REGULATORY DEFINITION OF VENTURE CAPITAL 

18 FUND. 

19 Not later than 180 days after the date of enactment 

20 of this Act, the Commission shall— 

21 (1) amend the definition of a qualifying invest22 ment under paragraph (c) of section 275.203(l)–1 of 

23 title 17, Code of Federal Regulations, or any suc24 cessor regulation— 


ssavage on LAPJG3WLY3PROD with BILLS
11 

•S 5139 IS

1 (A) to include an equity security issued by 

2 a qualifying portfolio company, whether ac3 quired directly from the company or in a sec4 ondary acquisition; and 

5 (B) to specify that an investment in an6 other venture capital fund is a qualifying in7 vestment under that definition; and 

8 (2) amend paragraph (a) of section 275.203(l)– 

9 1 of title 17, Code of Federal Regulations, or any 

10 successor regulation, to require, as a condition of a 

11 private fund qualifying as a venture capital fund 

12 under that paragraph, that the qualifying invest13 ments of the private fund are— 

14 (A) predominantly qualifying investments 

15 that were acquired directly from a qualifying 

16 portfolio company; or 

17 (B) predominantly qualifying investments 

18 in another venture capital fund or other venture 

19 capital funds. 

20 SEC. 107. UNLOCKING CAPITAL FOR SMALL BUSINESSES. 

21 (a) SAFE HARBORS FOR FINDERS AND PRIVATE

22 PLACEMENT BROKERS.— 

23 (1) IN GENERAL.—Section 15 of the Securities 

24 Exchange Act of 1934 (15 U.S.C. 78o) is amended 

25 by adding at the end the following: 


ssavage on LAPJG3WLY3PROD with BILLS
12 

•S 5139 IS

1 ‘‘(p) FINDER SAFE HARBOR.— 

2 ‘‘(1) DISCLOSURES REQUIRED.—Before the 

3 consummation of a transaction effecting a private 

4 placement, a finder shall disclose clearly and con5 spicuously, in writing, to all parties to the trans6 action as a result of the activities of the finder— 

7 ‘‘(A) that the finder is acting as a finder; 

8 ‘‘(B) the amount of any compensation or 

9 anticipated compensation in any form for serv10 ices rendered as a finder in connection with 

11 such transaction; 

12 ‘‘(C) the person entitled to receive any 

13 compensation described in subparagraph (B); 

14 and 

15 ‘‘(D) any beneficial interest in the issuer, 

16 direct or indirect, of the finder, of a member of 

17 the immediate family of the finder, of an associ18 ated person of the finder, or of a member of the 

19 immediate family of such associated person be20 fore the consummation of the transaction ef21 fecting the private placement or anticipated to 

22 be held following the consummation of the 

23 transaction. 

24 ‘‘(2) DEFINITIONS.—In this subsection: 


ssavage on LAPJG3WLY3PROD with BILLS
13 

•S 5139 IS

1 ‘‘(A) FINDER.—The term ‘finder’ means a 

2 person that— 

3 ‘‘(i) receives transaction-based com4 pensation— 

5 ‘‘(I) for effecting a transaction 

6 by— 

7 ‘‘(aa) introducing an issuer 

8 or owner of securities and a 

9 buyer of such securities in con10 nection with the sale of a busi11 ness effected as the sale of secu12 rities; or 

13 ‘‘(bb) introducing an issuer 

14 or owner of securities and a 

15 buyer of those securities in con16 nection with the placement of se17 curities in transactions that are 

18 exempt from the registration re19 quirements under the Securities 

20 Act of 1933 (15 U.S.C. 77a et 

21 seq.); and 

22 ‘‘(II) that is not with respect 

23 to— 

24 ‘‘(aa) a class of publicly 

25 traded securities; 


ssavage on LAPJG3WLY3PROD with BILLS
14 

•S 5139 IS

1 ‘‘(bb) the securities of an in2 vestment company, as defined in 

3 section 3 of the Investment Com4 pany Act of 1940 (15 U.S.C. 

5 80a–3); or 

6 ‘‘(cc) a variable or equity-in7 dexed annuity or other variable 

8 or equity-indexed life insurance 

9 product; 

10 ‘‘(ii) with respect to a transaction for 

11 which such transaction-based compensation 

12 is received— 

13 ‘‘(I) does not handle or take pos14 session of the funds or securities; 

15 ‘‘(II) does not engage in an activ16 ity that requires registration as an in17 vestment adviser under State or Fed18 eral law; and 

19 ‘‘(III) is not subject to a statu20 tory disqualification; and 

21 ‘‘(iii) is not a private placement 

22 broker, as defined in subsection (q)(3). 

23 ‘‘(B) PRIVATE PLACEMENT.—The term 

24 ‘private placement’ means a transaction deVerDate Sep 11 2014 17:19 Oct 08, 2024 Jkt 059200 PO 00000 Frm 00014 Fmt 6652 Sfmt 6201 E:\BILLS\S5139.IS S5139

ssavage on LAPJG3WLY3PROD with BILLS
15 

•S 5139 IS

1 scribed in section 4(a)(2) of the Securities Act 

2 of 1933 (15 U.S.C. 77d(a)(2)). 

3 ‘‘(q) PRIVATE PLACEMENT BROKER SAFE HAR4 BOR.— 

5 ‘‘(1) REGISTRATION REQUIREMENTS.— 

6 ‘‘(A) IN GENERAL.—Not later than 270 

7 days after the date of enactment of this sub8 section, the Commission shall propose regula9 tions with respect to private placement brokers. 

10 ‘‘(B) RESTRICTION.—The regulations pro11 posed under subparagraph (A) may not require 

12 a private placement broker to comply with any 

13 net capital requirement, have a financial prin14 cipal, or have or produce for examination by 

15 any regulatory authority audited financial state16 ments of the private placement broker. 

17 ‘‘(C) FINAL REGULATIONS.—Not later 

18 than 270 days after the date on which the 

19 Commission publishes in the Federal Register 

20 the proposed regulations under subparagraph 

21 (A), the Commission shall promulgate final 

22 versions of those regulations. 

23 ‘‘(2) NATIONAL SECURITIES ASSOCIATIONS.— 

24 ‘‘(A) IN GENERAL.—Not later than 270 

25 days after the date of enactment of this subVerDate Sep 11 2014 17:19 Oct 08, 2024 Jkt 059200 PO 00000 Frm 00015 Fmt 6652 Sfmt 6201 E:\BILLS\S5139.IS S5139

ssavage on LAPJG3WLY3PROD with BILLS
16 

•S 5139 IS

1 section, the Commission shall promulgate regu2 lations that require the rules of any national se3 curities association to allow a private placement 

4 broker to become a member of that national se5 curities association, subject to reduced member6 ship requirements consistent with this sub7 section. 

8 ‘‘(B) FINAL REGULATIONS.—Not later 

9 than 270 days after the publication of the pro10 posed regulations in the Federal Register, the 

11 Commission shall promulgate final versions of 

12 the regulations described in subparagraph (A). 

13 ‘‘(3) DEFINITION.— 

14 ‘‘(A) IN GENERAL.—In this subsection, the 

15 term ‘private placement broker’ means a person 

16 that— 

17 ‘‘(i) receives transaction-based com18 pensation in connection with the sale of a 

19 business effected as the sale of securities 

20 or in connection with the placement of se21 curities in transactions that are exempt 

22 from the registration requirements under 

23 the Securities Act of 1933 (15 U.S.C. 77a 

24 et seq.) with respect to a transaction for 


ssavage on LAPJG3WLY3PROD with BILLS
17 

•S 5139 IS

1 which transaction-based compensation is 

2 received; and 

3 ‘‘(ii) with respect to the transaction4 based compensation described in clause (i), 

5 receives that compensation— 

6 ‘‘(I) in an amount that is not 

7 more than $500,000 in any calendar 

8 year; 

9 ‘‘(II) in connection with trans10 actions that result in a single issuer 

11 selling securities valued at not more 

12 than $15,000,000 in any calendar 

13 year; 

14 ‘‘(III) in connection with trans15 actions that result in any combination 

16 of issuers selling securities valued at 

17 not more than $30,000,000 in any 

18 calendar year; or 

19 ‘‘(IV) in connection with fewer 

20 than 16 transactions that are not part 

21 of the same offering or are otherwise 

22 unrelated in any calendar year. 

23 ‘‘(B) ADJUSTMENT FOR INFLATION.—The 

24 amounts described in subparagraph (A)(ii) shall 

25 be increased each year by an amount equal to 


ssavage on LAPJG3WLY3PROD with BILLS
18 

•S 5139 IS

1 the percentage increase, if any, in the Con2 sumer Price Index, as determined by the De3 partment of Labor or its successor.’’. 

4 (2) VALIDITY OF CONTRACTS WITH REG5 ISTERED FINDERS AND PRIVATE PLACEMENT BRO6 KERS.—Section 29 of the Securities Exchange Act 

7 of 1934 (15 U.S.C. 78cc) is amended by adding at 

8 the end the following: 

9 ‘‘(d) Subsection (b) shall not apply to a contract 

10 made for a transaction if— 

11 ‘‘(1) the transaction is one in which the issuer 

12 engaged the services of a finder (as defined in sec13 tion 15(p)(2)) that is not registered under this title 

14 or a private placement broker (as defined in section 

15 15(q)(3)) with respect to that transaction; 

16 ‘‘(2) the issuer received a self-certification from 

17 a finder or private placement broker described in 

18 paragraph (1) certifying that such finder or private 

19 placement broker is a finder under section 15(p) or 

20 a registered private placement broker under section 

21 15(q); and 

22 ‘‘(3) the issuer— 

23 ‘‘(A) did not know that the self-certifi24 cation described in paragraph (2) was false; or 


ssavage on LAPJG3WLY3PROD with BILLS
19 

•S 5139 IS

1 ‘‘(B) did not have a reasonable basis to be2 lieve that the self-certification described in 

3 paragraph (2) was false.’’. 

4 (3) REMOVAL OF FINDERS FROM DEFINITIONS

5 OF BROKER.— 

6 (A) RECORDS AND REPORTS ON MONE7 TARY INSTRUMENTS TRANSACTIONS.—Section 

8 5312(a)(2)(G) of title 31, United States Code, 

9 is amended by inserting ‘‘with the exception of 

10 a finder, as defined in subsection (p)(2) of sec11 tion 15 of that Act (15 U.S.C. 78o)’’ before the 

12 semicolon at the end. 

13 (B) SECURITIES EXCHANGE ACT OF

14 1934.—Section 3(a)(4) of the Securities Ex15 change Act of 1934 (15 U.S.C. 78c(a)(4)) is 

16 amended by adding at the end the following: 

17 ‘‘(G) FINDERS.—A finder, as defined in 

18 section 15(p)(2), is not a broker for the pur19 poses of this Act.’’. 

20 (b) LIMITATIONS ON STATE LAW.—Section 15(i) of 

21 the Securities Exchange Act of 1934 (15 U.S.C. 78o(i)) 

22 is amended— 

23 (1) in paragraph (3), in the matter preceding 

24 subparagraph (A), by striking ‘‘paragraph (3)’’ and 

25 inserting ‘‘paragraph (5)’’; 


ssavage on LAPJG3WLY3PROD with BILLS
20 

•S 5139 IS

1 (2) by redesignating paragraph (4) as para2 graph (5); and 

3 (3) by inserting after paragraph (3) the fol4 lowing: 

5 ‘‘(4) FINDERS AND PRIVATE PLACEMENT BRO6 KERS.— 

7 ‘‘(A) IN GENERAL.—No State or political 

8 subdivision thereof may enforce any law, rule, 

9 regulation, or other administrative action that 

10 imposes greater registration, audit, financial 

11 recordkeeping, or reporting requirements on a 

12 finder or private placement broker than those 

13 that are required under subsections (p) and (q), 

14 respectively. 

15 ‘‘(B) ELECTRONIC ACCESS.—Each State— 

16 ‘‘(i) shall have electronic access to any 

17 registration filed with the Commission by a 

18 private placement broker; and 

19 ‘‘(ii) may require a written notice 

20 from a finder operating from within that 

21 State, or communicating with potential in22 vestors that are citizens or residents of 

23 that State, that provides the name, prin24 cipal place of business, telephone number, 

25 and email address of the finder, which 


ssavage on LAPJG3WLY3PROD with BILLS
21 

•S 5139 IS

1 shall be transmitted to the State before the 

2 consummation of a transaction— 

3 ‘‘(I) in the finder’s State of resi4 dence; or 

5 ‘‘(II) involving a party to the 

6 transaction that is a citizen or resi7 dent of the State described in sub8 clause (I). 

9 ‘‘(C) DEFINITIONS.—In this paragraph, 

10 the terms ‘finder’ and ‘private placement 

11 broker’ have the meanings given those terms in 

12 subsections (p)(2) and (q)(3) of section 15, re13 spectively.’’. 

14 SEC. 108. RURAL JOB CREATORS. 

15 Section 4(j) of the Securities Exchange Act of 1934 

16 (15 U.S.C. 78d(j)) is amended— 

17 (1) in paragraph (4)(C), by inserting ‘‘rural18 area small businesses,’’ after ‘‘women-owned small 

19 businesses,’’; and 

20 (2) in paragraph (6)(B)(iii), by inserting 

21 ‘‘rural-area small businesses,’’ after ‘‘women-owned 

22 small businesses,’’. 


ssavage on LAPJG3WLY3PROD with BILLS
22 

•S 5139 IS

1 SEC. 109. STUDIES, REPORTS, AND RULES REGARDING 

2 SMALL ENTITIES. 

3 (a) DEFINITION.—In this section, the term ‘‘small 

4 entity’’— 

5 (1) has the meaning given the term in section 

6 601 of title 5, United States Code, with respect to 

7 the activities of the Commission; and 

8 (2) includes any definition established by the 

9 Commission of the term ‘‘small business’’, ‘‘small or10 ganization’’, or ‘‘small governmental jurisdiction’’ 

11 under paragraph (3), (4), or (5), respectively, of sec12 tion 601 of title 5, United States Code, with respect 

13 to the activities of the Commission. 

14 (b) STUDIES AND REPORTS.—Not later than 1 year 

15 after the date of enactment of this Act, and every 5 years 

16 thereafter, the Commission shall— 

17 (1) conduct a study of the definition of the 

18 term ‘‘small entity’’ with respect to the activities of 

19 the Commission for the purposes of chapter 6 of 

20 title 5, United States Code, which shall consider— 

21 (A) the extent to which the definition of 

22 the term ‘‘small entity’’, as in effect during the 

23 period in which the study is conducted, aligns 

24 with the findings and declarations made under 

25 section 2(a) of the Regulatory Flexibility Act (5 

26 U.S.C. 601 note); 


ssavage on LAPJG3WLY3PROD with BILLS
23 

•S 5139 IS

1 (B) the amount by which financial markets 

2 in the United States have grown since the last 

3 time the Commission amended the definition of 

4 the term ‘‘small entity’’, if applicable; and 

5 (C) how the Commission should define the 

6 term ‘‘small entity’’ to ensure that a meaningful 

7 number of entities would fall under that defini8 tion; and 

9 (2) submit to Congress a report that includes— 

10 (A) the results of the applicable study con11 ducted under paragraph (1); and 

12 (B) specific and detailed recommendations 

13 on the ways in which the Commission could 

14 amend the definition of the term ‘‘small entity’’ 

15 to— 

16 (i) be consistent with the results de17 scribed in subparagraph (A); and 

18 (ii) expand the number of entities cov19 ered by that definition. 

20 (c) RULEMAKING.—After the completion of each 

21 study required under subsection (b), the Commission shall, 

22 subject to public notice and comment, revise the rules of 

23 the Commission consistent with the results of the study. 

24 (d) INFLATION ADJUSTMENTS.—As soon as prac25 ticable following the date of enactment of this Act, and 


ssavage on LAPJG3WLY3PROD with BILLS
24 

•S 5139 IS

1 every 5 years thereafter, the Commission shall adjust all 

2 dollar figures under the definition of small entity estab3 lished by the Commission to reflect the change in the Con4 sumer Price Index for All Urban Consumers published by 

5 the Bureau of Labor Statistics of the Department of 

6 Labor. 

7 TITLE II—RESPONSIBLY EX8 PANDING INVESTMENT OP9 PORTUNITIES FOR RETAIL IN10 VESTORS 

11 SEC. 201. EQUAL OPPORTUNITY FOR ALL INVESTORS. 

12 (a) CERTIFICATION EXAMINATIONS FOR ACCRED13 ITED INVESTORS.— 

14 (1) EXAMINATION ALTERNATIVE.—Section 

15 2(a)(15) of the Securities Act of 1933 (15 U.S.C. 

16 77b(a)(15)) is amended— 

17 (A) by redesignating clauses (i) and (ii) as 

18 subparagraphs (A) and (B), respectively; 

19 (B) in subparagraph (A), as so redesig20 nated, by striking ‘‘adviser; or’’ and inserting 

21 ‘‘adviser;’’; 

22 (C) in subparagraph (B), as so redesig23 nated, by striking the period at the end and in24 serting ‘‘; or’’; and 

25 (D) by adding at the end the following: 


ssavage on LAPJG3WLY3PROD with BILLS
25 

•S 5139 IS

1 ‘‘(C) any individual who is certified as an 

2 accredited investor through an examination es3 tablished or approved by the Commission, the 

4 securities commission (or any agency or office 

5 performing like functions) of any State, or any 

6 self-regulatory organization as defined in the 

7 Securities Exchange Act of 1934 (15 U.S.C. 

8 78c(a)(26)) that— 

9 ‘‘(i) measures whether an individual 

10 certified as an accredited investor pursuant 

11 to such examination understands and ap12 preciates the risks and opportunities of in13 vesting in securities; 

14 ‘‘(ii) is designed to ensure that an in15 dividual with financial sophistication or 

16 training would be unlikely to fail; and 

17 ‘‘(iii) may be designed or administered 

18 by any other person approved by the Com19 mission, such securities commission, or 

20 such self-regulatory organization.’’. 

21 (2) EFFECTIVE DATE.—The amendments made 

22 by paragraph (1) shall take effect on the date of en23 actment of this Act. 

24 (3) EXAMINATION.—The Commission shall es25 tablish or approve an examination that complies with 


ssavage on LAPJG3WLY3PROD with BILLS
26 

•S 5139 IS

1 paragraph (1) no later than 18 months after the 

2 date of enactment of this Act. 

3 (b) ACCREDITED INVESTOR SELF-CERTIFICATION.— 

4 Section 4(b) of the Securities Act of 1933 (15 U.S.C. 

5 77d(b)) is amended by inserting ‘‘Unless the issuer knows, 

6 or has a reckless disregard for whether, the purchaser is 

7 not an accredited investor, obtaining a self-certification 

8 from the purchaser that the purchaser meets the income 

9 or net worth requirements of Rule 501 of Regulation D 

10 shall constitute reasonable steps to verify that purchasers 

11 of the securities are accredited investors.’’ after the period 

12 at the end. 

13 (c) MODIFICATION OF RULES.— 

14 (1) IN GENERAL.—Not later than 270 days 

15 after the date of enactment of this Act, the Commis16 sion shall revise section 230.501(a) of title 17, Code 

17 of Federal Regulations, or any successor regulation, 

18 to make parallel changes set forth in subsection (a) 

19 of this section, and the amendments made by that 

20 subsection, and to add to the definition of the term 

21 ‘‘accredited investor’’ the following categories: 

22 (A) Any natural person with at least 

23 $500,000 worth of investments. 

24 (B) Any natural person with total trans25 actions during a 12-month period under section 


ssavage on LAPJG3WLY3PROD with BILLS
27 

•S 5139 IS

1 230.506 of title 17, Code of Federal Regula2 tions, and under section 4(a)(6) of the Securi3 ties Act of 1933 (15 U.S.C. 77d(a)(6)) that are 

4 not greater than the highest amount of the fol5 lowing: 

6 (i) 10 percent of the total investments 

7 of the person. 

8 (ii) 10 percent of the annual income 

9 of the person or 10 percent of the annual 

10 combined income with that person’s 

11 spouse. 

12 (iii) 10 percent of the net worth of the 

13 person excluding the value of the person’s 

14 principal place of residence. 

15 (2) DEFINITIONS.— 

16 (A) DEFINITIONS.—In this subsection: 

17 (i) CASH AND CASH EQUIVALENTS.— 

18 The term ‘‘cash and cash equivalents’’ in19 cludes— 

20 (I) bank deposits, certificates of 

21 deposit, bankers acceptances and simi22 lar bank instruments held for invest23 ment purposes; and 

24 (II) the net cash surrender value 

25 of an insurance policy. 


ssavage on LAPJG3WLY3PROD with BILLS
28 

•S 5139 IS

1 (ii) COMMODITY INTERESTS.—The 

2 term ‘‘commodity interests’’ means com3 modity futures contracts, options on com4 modity futures contracts, and options on 

5 physical commodities traded on or subject 

6 to the rules of— 

7 (I) any contract market des8 ignated for trading such transactions 

9 under the Commodity Exchange Act 

10 (7 U.S.C. 1 et seq.) and the rules 

11 issued under that Act; or 

12 (II) any board of trade or ex13 change outside the United States, as 

14 described in part 30 of title 17, Code 

15 of Federal Regulations. 

16 (iii) DIGITAL ASSETS.—The term 

17 ‘‘digital assets’’— 

18 (I) means a digital representation 

19 of value that— 

20 (aa) is used as a medium of 

21 exchange, unit of account, or 

22 store of value; and 

23 (bb) is not legal tender, 

24 whether or not denominated in 

25 legal tender; and 


ssavage on LAPJG3WLY3PROD with BILLS
29 

•S 5139 IS

1 (II) does not include— 

2 (aa) a transaction in which 

3 a merchant grants, as part of an 

4 affinity or rewards program, 

5 value that cannot be taken from 

6 or exchanged with the merchant 

7 for legal tender, bank credit, or 

8 virtual currency; or 

9 (bb) a digital representation 

10 of value issued by or on behalf of 

11 a publisher and used solely with12 in an online game, game plat13 form, or family of games sold by 

14 the same publisher or offered on 

15 the same game platform. 

16 (iv) INVESTMENT PURPOSES.—The 

17 term ‘‘investment purposes’’— 

18 (I) includes— 

19 (aa) real estate owned by a 

20 prospective purchaser who is en21 gaged primarily in the business 

22 of investing, trading, or devel23 oping real estate in connection 

24 with such business; and 


ssavage on LAPJG3WLY3PROD with BILLS
30 

•S 5139 IS

1 (bb) a commodity interest or 

2 physical commodity owned, or a 

3 financial contract entered into, 

4 by the prospective purchaser who 

5 is engaged primarily in the busi6 ness of investing, reinvesting, or 

7 trading in commodity interests, 

8 physical commodities, or financial 

9 contracts in connection with such 

10 business; and 

11 (II) does not include real estate 

12 held for investment purposes by a pro13 spective purchaser if the real estate is 

14 used by the prospective purchaser, a 

15 sibling, spouse or former spouse, a di16 rect lineal descendant by birth or 

17 adoption, or spouse of such lineal de18 scendant or ancestor for personal pur19 poses or as a place of business, or in 

20 connection with the conduct of the 

21 trade or business of the prospective 

22 purchaser or such related person. 

23 (v) INVESTMENTS.—The term ‘‘in24 vestments’’ means— 


ssavage on LAPJG3WLY3PROD with BILLS
31 

•S 5139 IS

1 (I) securities, as defined in sec2 tion 2(a) of the Securities Act of 1933 

3 (15 U.S.C. 77b(a)), other than securi4 ties issued by an issuer that is con5 trolled by the prospective purchaser 

6 that owns such securities; 

7 (II) real estate held for invest8 ment purposes; 

9 (III) commodity interests held for 

10 investment purposes; 

11 (IV) physical commodities held 

12 for investment purposes; 

13 (V) digital assets held for invest14 ment purposes; 

15 (VI) to the extent not securities, 

16 financial contracts (as such term is 

17 defined in section 3(c)(2)(B)(ii) of the 

18 Investment Company Act of 1940 (15 

19 U.S.C. 80a–3(c)(2)(B)(ii))) entered 

20 into for investment purposes; and 

21 (VII) cash and cash equivalents 

22 (including foreign currencies) held for 

23 investment purposes. 

24 (vi) PERSONAL PURPOSES.—The term 

25 ‘‘personal purposes’’ does not include resiVerDate Sep 11 2014 17:19 Oct 08, 2024 Jkt 059200 PO 00000 Frm 00031 Fmt 6652 Sfmt 6201 E:\BILLS\S5139.IS S5139

ssavage on LAPJG3WLY3PROD with BILLS
32 

•S 5139 IS

1 dential real estate if deductions with re2 spect to such real estate are not disallowed 

3 by section 280A of the Internal Revenue 

4 Code of 1986. 

5 (vii) PHYSICAL COMMODITIES.—The 

6 term ‘‘physical commodities’’ means any 

7 physical commodity with respect to which a 

8 commodity interest is traded on a market 

9 described in clause (ii)(I). 

10 (B) SELF-EXECUTION.—If the Commission 

11 does not revise its rules in accordance with the 

12 deadline set forth in paragraph (1), then any 

13 person described in paragraph (2) shall be 

14 deemed to be an accredited investor for all pur15 poses under the Federal securities laws (includ16 ing regulations). 

17 (d) ADJUSTING THE ACCREDITED INVESTOR STAND18 ARD.—Section 413 of the Private Fund Investment Advis19 ers Registration Act of 2010 (15 U.S.C. 77b note) is 

20 amended by striking subsection (b) and inserting the fol21 lowing: 

22 ‘‘(b) REVIEW AND ADJUSTMENT.— 

23 ‘‘(1) IN GENERAL.—The Commission may un24 dertake a review of the definition of the term ‘ac25 credited investor’, as such term applies to natural 


ssavage on LAPJG3WLY3PROD with BILLS
33 

•S 5139 IS

1 persons, to determine whether the requirements of 

2 the definition, excluding the requirement relating to 

3 the net worth standard described in subsection (a), 

4 should be adjusted or modified for the protection of 

5 investors, in the public interest, and in light of the 

6 economy. 

7 ‘‘(2) ADJUSTMENT OR MODIFICATION.—Upon 

8 completion of a review under paragraph (1), the 

9 Commission may, by notice and comment rule10 making, make such adjustments to the definition of 

11 the term ‘accredited investor’, excluding adjusting or 

12 modifying the requirement relating to the net worth 

13 standard described in subsection (a), as such term 

14 applies to natural persons, as the Commission may 

15 deem appropriate for the protection of investors, in 

16 the public interest, and in light of the economy.’’. 

17 SEC. 202. ENCOURAGING INVESTMENTS IN MAIN STREET. 

18 (a) IN GENERAL.—Not later than 180 days after the 

19 date of enactment of this Act, the Commission, in con20 sultation with the Secretary of Labor, shall conduct a 

21 study that examines the impact of limiting retail investors 

22 and defined contribution plans (as defined in section 3 of 

23 the Employee Retirement Income Security Act of 1974 

24 (29 U.S.C. 1002)) from investing in private placements, 

25 which shall consider— 


ssavage on LAPJG3WLY3PROD with BILLS
34 

•S 5139 IS

1 (1) the growth of private markets; 

2 (2) the overall decline in the number of issuers, 

3 the securities of which are listed on national securi4 ties exchanges; 

5 (3) the impact of retail investors having fewer 

6 investment opportunities; 

7 (4) the benefits of fiduciary management; and 

8 (5) the benefits of investment diversification 

9 and improve investment growth opportunities for 

10 long-term investors. 

11 (b) REPORT.—Not later than 1 year after the date 

12 of enactment of this Act, the Commission shall submit to 

13 the Committee on Banking, Housing, and Urban Affairs 

14 of the Senate, the Committee on Finance of the Senate, 

15 the Committee on Financial Services of the House of Rep16 resentatives, and the Committee on Ways and Means of 

17 the House of Representatives a report containing the re18 sults of the study conducted under subsection (a). 

19 SEC. 203. MAIN STREET INVESTOR CONFIDENCE. 

20 The Financial Literacy and Education Commission 

21 of the Department of the Treasury, in coordination with 

22 the Office of Investor Education and Advocacy and the 

23 Office of the Investor Advocate of the Commission, shall— 

24 (1) conduct a study, after providing notice and 

25 an opportunity for public comment, including from 


ssavage on LAPJG3WLY3PROD with BILLS
35 

•S 5139 IS

1 retail investors in the United States, on the levels of 

2 inclusion and participation, education in, and con3 fidence of the people of the United States in the cap4 ital market system of the United States; and 

5 (2) not later than 1 year after the date of en6 actment of this Act, submit to the Committee on 

7 Banking, Housing, and Urban Affairs, the Com8 mittee on Health, Education, Labor, and Pensions, 

9 and the Committee on Finance of the Senate and 

10 the Committee on Financial Services and the Com11 mittee on Education and the Workforce of the 

12 House of Representatives recommendations to en13 hance Federal financial literacy programs, inclusion, 

14 and market confidence for the average retail inves15 tors. 

16 SEC. 204. INCREASING INVESTOR OPPORTUNITIES. 

17 (a) IN GENERAL.—Section 5 of the Investment Com18 pany Act of 1940 (15 U.S.C. 80a–5) is amended by add19 ing at the end the following: 

20 ‘‘(d) CLOSED-END COMPANY AUTHORITY TO INVEST

21 IN PRIVATE FUNDS.— 

22 ‘‘(1) IN GENERAL.—Except as otherwise pro23 hibited or restricted by this Act (or any rule issued 

24 under this Act), the Commission may not prohibit or 

25 otherwise limit a closed-end company from investing 


ssavage on LAPJG3WLY3PROD with BILLS
36 

•S 5139 IS

1 any or all of the assets of the closed-end company 

2 in securities issued by private funds. 

3 ‘‘(2) OTHER RESTRICTIONS ON COMMISSION AU4 THORITY.— 

5 ‘‘(A) IN GENERAL.—Except as otherwise 

6 prohibited or restricted by this Act (or any rule 

7 issued under this Act), or to the extent per8 mitted by subparagraph (B), the Commission 

9 may not impose any condition on, restrict, or 

10 otherwise limit— 

11 ‘‘(i) the offer to sell, or the sale of, se12 curities issued by a closed-end company 

13 that invests, or proposes to invest, in secu14 rities issued by private funds; or 

15 ‘‘(ii) the listing of the securities of a 

16 closed-end company described in clause (i) 

17 on a national securities exchange. 

18 ‘‘(B) UNRELATED RESTRICTIONS.—The 

19 Commission may impose a condition on, re20 strict, or otherwise limit an activity described in 

21 clause (i) or (ii) of subparagraph (A) if that 

22 condition, restriction, or limitation is unrelated 

23 to the underlying characteristics of a private 

24 fund or the status of a private fund as a private 

25 fund. 


ssavage on LAPJG3WLY3PROD with BILLS
37 

•S 5139 IS

1 ‘‘(3) APPLICATION.—Notwithstanding section 

2 6(f), this subsection shall apply to a closed-end com3 pany that elects to be treated as a business develop4 ment company pursuant to section 54.’’. 

5 (b) DEFINITION OF PRIVATE FUND.—Section 2(a) of 

6 the Investment Company Act of 1940 (15 U.S.C. 80a– 

7 2(a)) is amended by adding at the end the following: 

8 ‘‘(55) The term ‘private fund’ has the meaning 

9 given the term in section 202(a) of the Investment 

10 Advisers Act of 1940 (15 U.S.C. 80b–2(a)).’’. 

11 (c) TREATMENT BY NATIONAL SECURITIES EX12 CHANGES.—Section 6(b) of the Securities Exchange Act 

13 of 1934 (15 U.S.C. 78f(b)) is amended by adding at the 

14 end the following: 

15 ‘‘(11)(A) Except as otherwise prohibited or re16 stricted by the rules of the exchange in a manner 

17 that is consistent with section 5(d) of the Invest18 ment Company Act of 1940 (15 U.S.C. 80a–5(d)), 

19 the exchange does not prohibit, condition, restrict, or 

20 impose any other limitation on the listing or trading 

21 of the securities of a closed-end company when the 

22 closed-end company invests, or may invest, some or 

23 all of the assets of the closed-end company in securi24 ties issued by private funds. 

25 ‘‘(B) In this paragraph— 


ssavage on LAPJG3WLY3PROD with BILLS
38 

•S 5139 IS

1 ‘‘(i) the term ‘closed-end company’— 

2 ‘‘(I) has the meaning given the term 

3 in section 5(a) of the Investment Company 

4 Act of 1940 (15 U.S.C. 80a–5(a)); and 

5 ‘‘(II) includes a closed-end company 

6 that elects to be treated as a business de7 velopment company pursuant to section 54 

8 of the Investment Company Act of 1940 

9 (15 U.S.C. 80a–53); and 

10 ‘‘(ii) the term ‘private fund’ has the mean11 ing given the term in section 2(a) of the Invest12 ment Company Act of 1940 (15 U.S.C. 80a– 

13 2(a)).’’. 

14 (d) INVESTMENT LIMITATION.—Section 3(c) of the 

15 Investment Company Act of 1940 (15 U.S.C. 80a–3(c)) 

16 is amended— 

17 (1) in paragraph (1), in the matter preceding 

18 subparagraph (A), in the second sentence, by strik19 ing ‘‘subparagraphs (A)(i) and (B)(i)’’ and inserting 

20 ‘‘subparagraphs (A)(i), (B)(i), and (C)’’; and 

21 (2) in paragraph (7)(D), by striking ‘‘subpara22 graphs (A)(i) and (B)(i)’’ and inserting ‘‘subpara23 graphs (A)(i), (B)(i), and (C)’’. 


ssavage on LAPJG3WLY3PROD with BILLS
39 

•S 5139 IS

1 SEC. 205. ENHANCEMENT OF 403(B) PLANS. 

2 (a) AMENDMENTS TO THE INVESTMENT COMPANY

3 ACT OF 1940.—Section 3(c)(11) of the Investment Com4 pany Act of 1940 (15 U.S.C. 80a–3(c)(11)) is amended 

5 to read as follows: 

6 ‘‘(11) Any— 

7 ‘‘(A) employee’s stock bonus, pension, or 

8 profit-sharing trust which meets the require9 ments for qualification under section 401 of the 

10 Internal Revenue Code of 1986; 

11 ‘‘(B) custodial account meeting the re12 quirements of section 403(b)(7) of such Code; 

13 ‘‘(C) governmental plan described in sec14 tion 3(a)(2)(C) of the Securities Act of 1933 

15 (15 U.S.C. 77c(a)(2)(C)); 

16 ‘‘(D) collective trust fund maintained by a 

17 bank consisting solely of assets of one or 

18 more— 

19 ‘‘(i) trusts described in subparagraph 

20 (A); 

21 ‘‘(ii) government plans described in 

22 subparagraph (C); 

23 ‘‘(iii) church plans, companies, or ac24 counts that are excluded from the defini25 tion of an investment company under para26 graph (14) of this subsection; or 


ssavage on LAPJG3WLY3PROD with BILLS
40 

•S 5139 IS

1 ‘‘(iv) plans which meet the require2 ments of section 403(b) of the Internal 

3 Revenue Code of 1986— 

4 ‘‘(I) if— 

5 ‘‘(aa) such plan is subject to 

6 title I of the Employee Retire7 ment Income Security Act of 

8 1974 (29 U.S.C. 1001 et seq.); 

9 ‘‘(bb) any employer making 

10 such plan available agrees to 

11 serve as a fiduciary for the plan 

12 with respect to the selection of 

13 the plan’s investments among 

14 which participants can choose; or 

15 ‘‘(cc) such plan is a govern16 mental plan (as defined in sec17 tion 414(d) of such Code); and 

18 ‘‘(II) if the employer, a fiduciary 

19 of the plan, or another person acting 

20 on behalf of the employer reviews and 

21 approves each investment alternative 

22 offered under such plan described 

23 under subclause (I)(cc) prior to the 

24 investment being offered to partici25 pants in the plan; or 


ssavage on LAPJG3WLY3PROD with BILLS
41 

•S 5139 IS

1 ‘‘(E) separate account the assets of which 

2 are derived solely from— 

3 ‘‘(i) contributions under pension or 

4 profit-sharing plans which meet the re5 quirements of section 401 of the Internal 

6 Revenue Code of 1986 or the requirements 

7 for deduction of the employer’s contribu8 tion under section 404(a)(2) of such Code; 

9 ‘‘(ii) contributions under govern10 mental plans in connection with which in11 terests, participations, or securities are ex12 empted from the registration provisions of 

13 section 5 of the Securities Act of 1933 (15 

14 U.S.C. 77e) by section 3(a)(2)(C) of such 

15 Act (15 U.S.C. 77c(a)(2)(C)); 

16 ‘‘(iii) advances made by an insurance 

17 company in connection with the operation 

18 of such separate account; and 

19 ‘‘(iv) contributions to a plan described 

20 in clause (iii) or (iv) of subparagraph 

21 (D).’’. 

22 (b) AMENDMENTS TO THE SECURITIES ACT OF

23 1933.—Section 3(a)(2) of the Securities Act of 1933 (15 

24 U.S.C. 77c(a)(2)) is amended— 


ssavage on LAPJG3WLY3PROD with BILLS
42 

•S 5139 IS

1 (1) by striking ‘‘beneficiaries, or (D)’’ and in2 serting ‘‘beneficiaries, (D) a plan which meets the 

3 requirements of section 403(b) of such Code (i) if 

4 (I) such plan is subject to title I of the Employee 

5 Retirement Income Security Act of 1974 (29 U.S.C. 

6 1001 et seq.), (II) any employer making such plan 

7 available agrees to serve as a fiduciary for the plan 

8 with respect to the selection of the plan’s invest9 ments among which participants can choose, or (III) 

10 such plan is a governmental plan (as defined in sec11 tion 414(d) of such Code), and (ii) if the employer, 

12 a fiduciary of the plan, or another person acting on 

13 behalf of the employer reviews and approves each in14 vestment alternative offered under any plan de15 scribed under clause (i)(III) prior to the investment 

16 being offered to participants in the plan, or (E)’’; 

17 (2) by striking ‘‘(C), or (D)’’ and inserting 

18 ‘‘(C), (D), or (E)’’; and 

19 (3) by striking ‘‘(iii) which is a plan funded’’ 

20 and all that follows through ‘‘retirement income ac21 count).’’ and inserting ‘‘(iii) in the case of a plan not 

22 described in subparagraph (D) or (E), which is a 

23 plan funded by an annuity contract described in sec24 tion 403(b) of such Code’’. 


ssavage on LAPJG3WLY3PROD with BILLS
43 

•S 5139 IS

1 (c) AMENDMENTS TO THE SECURITIES EXCHANGE

2 ACT OF 1934.—Section 3(a)(12)(C) of the Securities Ex3 change Act of 1934 (15 U.S.C. 78c(a)(12)(C)) is amend4 ed— 

5 (1) by striking ‘‘or (iv)’’ and inserting ‘‘(iv) a 

6 plan which meets the requirements of section 403(b) 

7 of such Code (I) if (aa) such plan is subject to title 

8 I of the Employee Retirement Income Security Act 

9 of 1974 (29 U.S.C. 1001 et seq.), (bb) any employer 

10 making such plan available agrees to serve as a fidu11 ciary for the plan with respect to the selection of the 

12 plan’s investments among which participants can 

13 choose, or (cc) such plan is a governmental plan (as 

14 defined in section 414(d) of such Code), and (II) if 

15 the employer, a fiduciary of the plan, or another per16 son acting on behalf of the employer reviews and ap17 proves each investment alternative offered under any 

18 plan described under subclause (I)(cc) prior to the 

19 investment being offered to participants in the plan, 

20 or (v)’’; 

21 (2) by striking ‘‘(ii), or (iii)’’ and inserting 

22 ‘‘(ii), (iii), or (iv)’’; and 

23 (3) by striking ‘‘(II) is a plan funded’’ and in24 serting ‘‘(II) in the case of a plan not described in 

25 clause (iv), is a plan funded’’. 


ssavage on LAPJG3WLY3PROD with BILLS
44 

•S 5139 IS

1 (d) CONFORMING AMENDMENT TO THE SECURITIES

2 EXCHANGE ACT OF 1934.—Section 12(g)(2)(H) of the 

3 Securities Exchange Act of 1934 (15 U.S.C. 78l(g)(2)(H)) 

4 is amended by striking ‘‘or (iii)’’ and inserting ‘‘(iii) a plan 

5 described in section 3(a)(12)(C)(iv) of this Act, or (iv)’’. 

6 TITLE III—FOSTERING INVES7 TOR CONFIDENCE IN MARKET 

8 INTEGRITY, FAIRNESS, AND 

9 TRANSPARENCY 

10 SEC. 301. STUDY REGARDING RETAIL INVESTOR READ11 ABILITY OF FINANCIAL STATEMENTS. 

12 (a) IN GENERAL.—The Commission shall conduct a 

13 study to identify— 

14 (1) the level of readability of financial state15 ments, including all public disclosures, among retail 

16 investors, including subgroups of investors identified 

17 by the Commission, as of the date of enactment of 

18 this Act; 

19 (2) methods to improve the timing, content, and 

20 format of disclosures to investors with respect to fi21 nancial intermediaries, investment products, and in22 vestment services; 

23 (3) the most useful and understandable relevant 

24 information that retail investors need to make in25 formed financial decisions before engaging a finanVerDate Sep 11 2014 17:19 Oct 08, 2024 Jkt 059200 PO 00000 Frm 00044 Fmt 6652 Sfmt 6201 E:\BILLS\S5139.IS S5139

ssavage on LAPJG3WLY3PROD with BILLS
45 

•S 5139 IS

1 cial intermediary or purchasing an investment prod2 uct or service that is typically sold to retail inves3 tors, including shares of open-end companies, as de4 fined in section 5 of the Investment Company Act of 

5 1940 (15 U.S.C. 80a–5), that are registered under 

6 section 8 of that Act (15 U.S.C. 80a–8); 

7 (4) methods to increase the transparency of ex8 penses and conflicts of interests in transactions in9 volving investment services and products, including 

10 shares of open-end companies described in para11 graph (3); 

12 (5) the most effective existing private and pub13 lic efforts to educate investors; and 

14 (6) in consultation with the Financial Literacy 

15 and Education Commission, a strategy (including, to 

16 the extent practicable, measurable goals and objec17 tives) to increase the financial literacy of investors 

18 in order to bring about a positive change in investor 

19 behavior. 

20 (b) REPORT.—Not later than 1 year after the date 

21 of enactment of this Act, the Commission shall submit to 

22 the Committee on Banking, Housing, and Urban Affairs 

23 of the Senate and the Committee on Financial Services 

24 of the House of Representatives a report on the study re25 quired under subsection (a). 


ssavage on LAPJG3WLY3PROD with BILLS
46 

•S 5139 IS

1 (c) REGULATIONS.—The Commission shall promul2 gate regulations that address and improve the readability 

3 of financial statements, including all public disclosures, 

4 with the goals of eliminating legalese, duplication, and re5 dundant disclosures. 

6 SEC. 302. DUTIES OF OMBUDSMAN RELATING TO REGULA7 TION CROWDFUNDING. 

8 Section 4(g)(8) of the Securities Exchange Act of 

9 1934 (15 U.S.C. 78d(g)(8)) is amended— 

10 (1) in subparagraph (B)— 

11 (A) by redesignating clauses (ii) and (iii) 

12 as clauses (iii) and (iv), respectively; and 

13 (B) by inserting after clause (i) the fol14 lowing: 

15 ‘‘(ii) act as a liaison between the 

16 Commission, small businesses, inter17 mediaries, and other entities subject to the 

18 regulations under part 227 of title 17, 

19 Code of Federal Regulations, or any suc20 cessor regulation;’’; and 

21 (2) in subparagraph (D)— 

22 (A) in the subparagraph heading, by strik23 ing ‘‘REPORT’’ and inserting ‘‘REPORTS’’; 

24 (B) by striking ‘‘The Ombudsman’’ and in25 serting the following: 


ssavage on LAPJG3WLY3PROD with BILLS
47 

•S 5139 IS

1 ‘‘(i) SEMIANNUAL REPORT TO INVES2 TOR ADVOCATE.—The Ombudsman’’; and 

3 (C) by adding at the following: 

4 ‘‘(ii) ANNUAL REPORT TO CONGRESS

5 ON REGULATION CROWDFUNDING.—The 

6 Ombudsman shall submit to the Com7 mittee on Banking, Housing, and Urban 

8 Affairs and the Committee on Financial 

9 Services of the House of Representatives a 

10 report— 

11 ‘‘(I) on activities of the Ombuds12 man relating to the duties described 

13 in subparagraph (B)(ii); and 

14 ‘‘(II) that includes recommenda15 tions on regulatory changes to im16 prove efficiency and access to capital 

17 for entities subject to the regulations 

18 under part 227 of title 17, Code of 

19 Federal Regulations, or any successor 

20 regulation.’’. 

21 SEC. 303. PUBLICATION ON ECONOMIC DATA ON SECURI22 TIES MARKETS. 

23 (a) IN GENERAL.—The Division of Economic and 

24 Risk Analysis of the Commission shall annually publish 

25 data on the following with respect to a year: 


ssavage on LAPJG3WLY3PROD with BILLS
48 

•S 5139 IS

1 (1) The number of offerings, and offering 

2 amounts by type, which shall include, with respect to 

3 each offering, the type of issuer, the type of security, 

4 and the type of exemption, if applicable. 

5 (2) The cost of performing an offering, includ6 ing the ongoing costs of performing a particular type 

7 of offering (such as the requirement to file certain 

8 forms with the Commission), which shall be 

9 disaggregated by— 

10 (A)(i) the size and type of issuer; and 

11 (ii) the exemption used by issuers with re12 spect to the particular offering; or 

13 (B) the registered status of issuers. 

14 (3) The costs to issuers of complying with the 

15 Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201 et 

16 seq.) (and the rules issued under that Act), includ17 ing the amounts paid by issuers to registered public 

18 accounting firms in connection with that compliance. 

19 (4) All public enforcement actions taken by the 

20 Commission and self-regulatory organizations 

21 against persons within the jurisdiction of those enti22 ties, including— 

23 (A) the number and types of violations of 

24 any provision of law (including regulations) that 

25 either such entity is authorized to enforce; 


ssavage on LAPJG3WLY3PROD with BILLS
49 

•S 5139 IS

1 (B) the number and types of violators; and 

2 (C) the amount of money collected in pen3 alties as a result of that enforcement. 

4 (5) Market capitalization by type of issuer and 

5 security. 

6 (6) The number of reporting companies, Regu7 lation A issuers, and crowdfunding issuers. 

8 (7) Trading volumes by exchange or alternative 

9 trading system. 

10 (8) Market participants, including the number 

11 and, if relevant, size of— 

12 (A) broker-dealers; 

13 (B) registered representatives; 

14 (C) exchanges; 

15 (D) alternative trading systems; 

16 (E) investment companies; 

17 (F) investment advisers registered with the 

18 Commission under the Investment Advisers Act 

19 of 1940 (15 U.S.C. 80b–1 et seq.); and 

20 (G) other entities determined appropriate 

21 by the Commission. 

22 (b) PUBLICATION OF DATA.—In annually publishing 

23 the data required under subsection (a), the Division of 

24 Economic and Risk Analysis of the Commission shall— 


ssavage on LAPJG3WLY3PROD with BILLS
50 

•S 5139 IS

1 (1) publish that data for each of the 10 years 

2 preceding the date of publication; and 

3 (2) make the data described in paragraph (1)— 

4 (A) available as an open Government data 

5 set; 

6 (B) freely available for download in bulk; 

7 and 

8 (C) rendered in a human-readable format. 

9 SEC. 304. STUDY ON IPO FEES. 

10 (a) DEFINITIONS.—In this section: 

11 (1) IPO.—The term ‘‘IPO’’ means an initial 

12 public offering. 

13 (2) SMALL- AND MEDIUM-SIZED COMPANY.— 

14 The term ‘‘small- and medium-sized company’’ 

15 means an issuer with an initial public float deter16 mination of less than $700,000,000. 

17 (b) STUDY.— 

18 (1) IN GENERAL.—The Commission, in con19 sultation with the Financial Industry Regulatory 

20 Authority, shall carry out a study of the costs asso21 ciated with small- and medium-sized companies to 

22 undertake IPOs and Tier 2 offerings, as defined in 

23 section 230.251 of title 17, Code of Federal Regula24 tions, or any successor regulation. 


ssavage on LAPJG3WLY3PROD with BILLS
51 

•S 5139 IS

1 (2) REQUIREMENTS.—In carrying out the study 

2 required under paragraph (1), the Commission 

3 shall— 

4 (A) consider the direct and indirect costs 

5 of an IPO, including— 

6 (i) fees, such as gross spreads paid to 

7 underwriters, promoters, investment advi8 sory firms, and other professionals; 

9 (ii) compliance with Federal and State 

10 securities laws at the time of the IPO; and 

11 (iii) such other IPO-related costs as 

12 the Commission determines appropriate; 

13 (B) compare and analyze the costs of an 

14 IPO with the costs of obtaining alternative 

15 sources of financing and of liquidity; 

16 (C) consider the impact of the costs of an 

17 IPO on capital formation; 

18 (D) analyze the impact of the costs of an 

19 IPO on the availability of public securities of 

20 small- and medium-sized companies to retail in21 vestors; and 

22 (E) analyze trends in IPOs over a time pe23 riod the Commission determines is appropriate 

24 to analyze IPO pricing practices, considering— 

25 (i) the number of IPOs; 


ssavage on LAPJG3WLY3PROD with BILLS
52 

•S 5139 IS

1 (ii) how costs for IPOs have evolved 

2 over time, including fees paid to under3 writers, investment advisory firms, finan4 cial advisers, and other professions for 

5 services in connection with an IPO; 

6 (iii) the number of brokers and deal7 ers active in underwriting IPOs; 

8 (iv) the different types of services that 

9 underwriters, promoters, investment advi10 sory firms, and other professionals provide 

11 before and after a small- or medium-sized 

12 company IPO and the factors impacting 

13 underwriting costs; 

14 (v) changes in the costs and avail15 ability of investment research for small16 and medium-sized companies; and 

17 (vi) any other consideration the Com18 mission considers necessary and appro19 priate. 

20 (c) REPORT.—Not later than 1 year after the date 

21 of enactment of this Act, the Commission shall submit to 

22 Congress a report containing all findings and determina23 tions made in carrying out the study required under sub24 section (b) and any administrative or legislative recVerDate Sep 11 2014 17:19 Oct 08, 2024 Jkt 059200 PO 00000 Frm 00052 Fmt 6652 Sfmt 6201 E:\BILLS\S5139.IS S5139

ssavage on LAPJG3WLY3PROD with BILLS
53 

•S 5139 IS

1 ommendations the Commission may have with respect to 

2 the matters considered under the study. 

3 SEC. 305. EXCLUSIONS AVAILABLE REGARDLESS OF SIG4 NIFICANT SOCIAL POLICY ISSUE. 

5 An issuer may exclude a shareholder proposal pursu6 ant to section 240.14a–8(i) of title 17, Code of Federal 

7 Regulations, or any successor regulation, without regard 

8 to whether that shareholder proposal relates to a signifi9 cant social policy issue. 

10 TITLE IV—HOLDING REGU11 LATORS ACCOUNTABLE 

12 THROUGH INCREASED OVER13 SIGHT 

14 SEC. 401. REQUIRED TESTIMONY. 

15 Section 4 of the Securities Exchange Act of 1934 (15 

16 U.S.C. 78d) is amended by adding at the end the fol17 lowing: 

18 ‘‘(l) REQUIRED TESTIMONY.—Not later than 180 

19 days after the date of enactment of this subsection, and 

20 semiannually thereafter, the Chairman of the Commission 

21 shall appear before the Committee on Banking, Housing, 

22 and Urban Affairs of the Senate and the Committee on 

23 Financial Services of the House of Representatives regard24 ing the activities of the Commission.’’. 


ssavage on LAPJG3WLY3PROD with BILLS
54 

•S 5139 IS

1 SEC. 402. SEMIANNUAL REPORT. 

2 Section 23 of the Securities Exchange Act of 1934 

3 (15 U.S.C. 78w) is amended by adding at the end the fol4 lowing: 

5 ‘‘(e) SEMIANNUAL REPORT ON REGULATORY AND

6 ENFORCEMENT ACTIONS.—Not later than 180 days after 

7 the date of enactment of this subsection, and semiannually 

8 thereafter, the Chairman of the Commission shall submit 

9 to Congress a report that includes— 

10 ‘‘(1) an overview of the capital markets system 

11 of the United States; 

12 ‘‘(2) the regulatory actions and agenda of the 

13 Commission, including, for the period covered by the 

14 report, all actions the Commission has taken to pro15 tect investors, maintain fair, orderly, and efficient 

16 markets, and facilitate capital formation; 

17 ‘‘(3) with respect to capital formation chal18 lenges and challenges to accessing capital for small 

19 businesses, including minority, women-owned, and 

20 rural small businesses— 

21 ‘‘(A) the status of enforcement actions of 

22 the Commission, which shall include informa23 tion regarding— 

24 ‘‘(i) for the period covered by the re25 port, the average amount of time it takes 


ssavage on LAPJG3WLY3PROD with BILLS
55 

•S 5139 IS

1 for the Commission to open and complete 

2 such an action; and 

3 ‘‘(ii) the outcome of each such action 

4 that was resolved during the period cov5 ered by the report; and 

6 ‘‘(B) any assessments of the Commission; 

7 and 

8 ‘‘(4) information on the publication of economic 

9 data on securities markets by the Division of Eco10 nomic and Risk Analysis of the Commission.’’. 

11 SEC. 403. RULEMAKING REQUIREMENTS. 

12 (a) CONSIDERATION OF THE COSTS AND BENEFITS

13 OF COMMISSION REGULATIONS AND CERTAIN OTHER

14 AGENCY ACTIONS.— 

15 (1) IN GENERAL.—Section 23 of the Securities 

16 Exchange Act of 1934 (15 U.S.C. 78w), as amended 

17 by section 402, is amended by adding at the end the 

18 following: 

19 ‘‘(f) CONSIDERATION OF COSTS AND BENEFITS.— 

20 ‘‘(1) RULEMAKING DEFINED.—In this sub21 section, the term ‘rulemaking’ does not include— 

22 ‘‘(A) a regulation issued in accordance 

23 with the formal rulemaking provisions of section 

24 556 or 557 of title 5, United States Code; 


ssavage on LAPJG3WLY3PROD with BILLS
56 

•S 5139 IS

1 ‘‘(B) a regulation that is limited to agency 

2 organization, management, or personnel mat3 ters; 

4 ‘‘(C) a regulation promulgated pursuant to 

5 statutory authority that expressly prohibits 

6 compliance with this provision; and 

7 ‘‘(D) a regulation that is certified by the 

8 agency to be an emergency action, if such cer9 tification is published in the Federal Register. 

10 ‘‘(2) REQUIREMENTS.—When issuing a rule11 making under the securities laws, the Commission 

12 shall— 

13 ‘‘(A) clearly identify the nature and source 

14 of the problem that the rulemaking is designed 

15 to address, as well as assess the significance of 

16 that problem, to enable assessment of whether 

17 any new regulation is warranted; 

18 ‘‘(B) utilize the Chief Economist to assess 

19 the costs and benefits, both qualitative and 

20 quantitative, of the rulemaking and propose or 

21 adopt a rulemaking only on a reasoned deter22 mination that the benefits of the rulemaking 

23 justify the costs of the rulemaking; 

24 ‘‘(C) in assessing the costs and benefits of 

25 the rulemaking under subparagraph (B), utilize 


ssavage on LAPJG3WLY3PROD with BILLS
57 

•S 5139 IS

1 the Chief Economist to articulate the appro2 priate economic baseline against which to meas3 ure the likely economic impact of the rule4 making; 

5 ‘‘(D) identify and assess reasonable avail6 able alternatives to the rulemaking that were 

7 considered, including modification of an existing 

8 rulemaking, together with an explanation of 

9 why the rulemaking meets the objectives of the 

10 rulemaking more effectively than the reasonable 

11 alternatives; 

12 ‘‘(E) identify and assess available alter13 natives to the regulation that the Commission 

14 considered, including modification of an existing 

15 regulation, together with an explanation of why 

16 the regulation meets the regulatory objectives 

17 more effectively than the alternatives; 

18 ‘‘(F) ensure that any regulation is acces19 sible, consistent, written in plain language, and 

20 easy to understand; and 

21 ‘‘(G) measure, and seek to improve, the ac22 tual results of regulatory requirements. 

23 ‘‘(3) CONSIDERATIONS AND ACTIONS.—In de24 ciding whether and how to regulate, the Commission 

25 shall assess the costs and benefits of reasonable 


ssavage on LAPJG3WLY3PROD with BILLS
58 

•S 5139 IS

1 available alternatives, including the alternative of 

2 not regulating, and choose the approach that maxi3 mizes net benefits, including by— 

4 ‘‘(A) consistent with the requirements of 

5 section 3(f) of this Act, section 2(b) of the Se6 curities Act of 1933 (15 U.S.C. 77b(b)), section 

7 202(c) of the Investment Advisers Act of 1940 

8 (15 U.S.C. 80b–2(c)), and section 2(c) of the 

9 Investment Company Act of 1940 (15 U.S.C. 

10 80a–2(c)), considering whether the rulemaking, 

11 in addition to being in the interest of protecting 

12 investors, will promote efficiency, competition, 

13 and capital formation; 

14 ‘‘(B) evaluating whether, consistent with 

15 obtaining regulatory objectives, the regulation is 

16 tailored to impose the least burden on society, 

17 including market participants, individuals, busi18 nesses of differing sizes, and other entities (in19 cluding State and local governmental entities), 

20 taking into account, to the extent practicable, 

21 the cumulative costs of regulations; and 

22 ‘‘(C) evaluate whether the rulemaking is 

23 inconsistent, incompatible, or duplicative of 

24 other Federal regulations. 


ssavage on LAPJG3WLY3PROD with BILLS
59 

•S 5139 IS

1 ‘‘(4) EXPLANATION AND COMMENTS.—In 

2 issuing any final regulation, the Commission shall— 

3 ‘‘(A) explain the nature of comments re4 ceived by the Commission; and 

5 ‘‘(B) provide a response to those com6 ments, including an explanation of any changes 

7 that were made in response to those comments 

8 and the reasons that the Commission did not 

9 incorporate any concerns related to the poten10 tial costs or benefits in the final regulation. 

11 ‘‘(5) PUBLIC AVAILABILITY.—The Commission 

12 shall— 

13 ‘‘(A) make available to the public in an on14 line depository all economic analyses, including 

15 analyses on market failure, performed by the 

16 staff of the Commission, including such anal17 yses performed by the Division of Economic 

18 and Risk Analysis, with respect to a rulemaking 

19 under the securities laws; and 

20 ‘‘(B) take appropriate steps to protect any 

21 non-public data contained in any economic anal22 ysis included in the online depository described 

23 in subparagraph (A), which may include 

24 anonymizing, aggregating, or employing other 

25 measures as the Commission deems appropriate 


ssavage on LAPJG3WLY3PROD with BILLS
60 

•S 5139 IS

1 to protect such data while also providing for its 

2 public availability.’’. 

3 (2) SENSE OF CONGRESS RELATING TO OTHER

4 REGULATORY ENTITIES.—It is the sense of Congress 

5 that the Public Company Accounting Oversight 

6 Board should be subject to the requirements of sub7 section (f) of section 23 of the Securities Exchange 

8 Act of 1934 (15 U.S.C. 78w), as added by para9 graph (1). 

10 (b) CONSIDERATIONS WITH RESPECT TO RULE11 MAKING.— 

12 (1) RULES UNDER THE SECURITIES ACT OF

13 1933.—Section 2(b) of the Securities Act of 1933 

14 (15 U.S.C. 77b(b)) is amended by inserting ‘‘, when 

15 considered individually or cumulatively with other 

16 rules or regulations or other proposed rules or regu17 lations,’’ before ‘‘will promote’’. 

18 (2) RULES UNDER THE SECURITIES EXCHANGE

19 ACT OF 1934.—Section 23(a)(2) of the Securities Ex20 change Act of 1934 (15 U.S.C. 78w(a)(2)) is 

21 amended, in the second sentence, by inserting ‘‘, 

22 when considered individually or cumulatively with 

23 other rules or regulations or other proposed rules or 

24 regulations,’’ after ‘‘which would’’. 


ssavage on LAPJG3WLY3PROD with BILLS
61 

•S 5139 IS

1 (3) RULES UNDER THE INVESTMENT COMPANY

2 ACT OF 1940.—Section 2(c) of the Investment Com3 pany Act of 1940 (15 U.S.C. 80a–2(c)) is amended 

4 by inserting ‘‘, when considered individually or cu5 mulatively with other rules or regulations or other 

6 proposed rules or regulations,’’ before ‘‘will pro7 mote’’. 

8 (4) RULES UNDER THE INVESTMENT ADVISERS

9 ACT OF 1940.—Section 202(c) of the Investment Ad10 visers Act of 1940 (15 U.S.C. 80b–2(c)) is amended 

11 by inserting ‘‘, when considered individually or cu12 mulatively with other rules or regulations or other 

13 proposed rules or regulations,’’ before ‘‘will pro14 mote’’. 

15 SEC. 404. SENATE CONFIRMATION OF INSPECTOR GENERAL 

16 OF THE SECURITIES AND EXCHANGE COM17 MISSION. 

18 Chapter 4 of title 5, United States Code, is amend19 ed— 

20 (1) in section 401, by inserting ‘‘the Securities 

21 and Exchange Commission,’’ after ‘‘National Secu22 rity Agency,’’; and 

23 (2) in section 415(a)(1)(A), by striking ‘‘the 

24 Securities and Exchange Commission,’’. 

Æ 


ssavage on LAPJG3WLY3PROD with BILLS