II 

118TH CONGRESS 

2D SESSION S. 3815 

To direct the Securities and Exchange Commission to promulgate rules with 

respect to the electronic delivery of certain required disclosures, and 

for other purposes. 

IN THE SENATE OF THE UNITED STATES 

FEBRUARY 27, 2024 

By Mr. THUNE (for Mr. TILLIS (for himself and Mr. HICKENLOOPER)) introduced the following bill; which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs 

A BILL 

To direct the Securities and Exchange Commission to promulgate rules with respect to the electronic delivery of 

certain required disclosures, 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. 

4 This Act may be cited as the ‘‘Improving Disclosure 

5 for Investors Act of 2024’’. 

6 SEC. 2. DEFINITIONS. 

7 In this Act: 

8 (1) COMMISSION.—The term ‘‘Commission’’ 

9 means the Securities and Exchange Commission. 


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1 (2) COVERED ENTITY.—The term ‘‘covered en2 tity’’ means— 

3 (A) an investment company, as defined in 

4 section 3(a)(1) of the Investment Company Act 

5 of 1940 (15 U.S.C. 80a–3(a)(1)), that is reg6 istered under such Act; 

7 (B) a business development company, as 

8 defined in section 2(a) the Investment Company 

9 Act of 1940 (15 U.S.C. 80a–2(a)); 

10 (C) a registered broker or dealer, as those 

11 terms are defined in section 3(a) of the Securi12 ties Exchange Act of 1934 (15 U.S.C. 78c(a)); 

13 (D) a registered municipal securities deal14 er, as defined in section 3(a) of the Securities 

15 Exchange Act of 1934 (15 U.S.C. 78c(a)); 

16 (E) a registered government securities 

17 broker or government securities dealer, as de18 fined in section 3(a) of the Securities Exchange 

19 Act of 1934 (15 U.S.C. 78c(a)); 

20 (F) a registered investment adviser, as de21 fined in section 202(a) of the Investment Advis22 ers Act of 1940 (15 U.S.C. 80b–1(a)); 

23 (G) a registered transfer agent, as defined 

24 in section 3(a) of the Securities Exchange Act 

25 of 1934 (15 U.S.C. 78c(a)); or 


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1 (H) a registered funding portal, as defined 

2 in section 3(a) of the Securities Exchange Act 

3 of 1934) (15 U.S.C. 78c(a)). 

4 (3) ELECTRONIC DELIVERY.—The term ‘‘elec5 tronic delivery’’, with respect to regulatory docu6 ments, includes— 

7 (A) the direct delivery of such regulatory 

8 document to an electronic address of an inves9 tor; 

10 (B) the posting of such regulatory docu11 ment to a website and direct electronic delivery 

12 of an appropriate notice of the availability of 

13 the regulatory document to the investor; and 

14 (C) an electronic method reasonably de15 signed to ensure receipt of such regulatory doc16 ument by the investor. 

17 (4) REGULATORY DOCUMENTS.—The term 

18 ‘‘regulatory documents’’ includes— 

19 (A) prospectuses meeting the requirements 

20 of section 10(a) of the Securities Act of 1933 

21 (15 U.S.C. 77j(a)); 

22 (B) summary prospectuses meeting the re23 quirements of section 230.498 or 230.498A of 

24 title 17, Code of Federal Regulations; 


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1 (C) Statements of Additional Information, 

2 as defined in section 270.30e–3(h) of title 17, 

3 Code of Federal Regulations; 

4 (D) annual and semiannual reports to in5 vestors meeting the requirements of section 

6 30(e) of the Investment Company Act of 1940 

7 (15 U.S.C. 80a–29(e)); 

8 (E) notices meeting the requirements of 

9 section 270.19a–1 of title 17, Code of Federal 

10 Regulations; 

11 (F) confirmations and account statements 

12 meeting the requirements of section 240.10b–10 

13 of title 17, Code of Federal Regulations; 

14 (G) proxy statements meeting the require15 ments of section 240.14a–3 of title 17, Code of 

16 Federal Regulations; 

17 (H) privacy notices meeting the require18 ments of Regulation S–P under subpart A of 

19 part 248 of title 17, Code of Federal Regula20 tions; 

21 (I) affiliate marketing notices meeting the 

22 requirements of Regulation S–AM under sub23 part B of part 248 of title 17, Code of Federal 

24 Regulations; and 


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1 (J) all other regulatory documents re2 quired to be delivered by covered entities to in3 vestors under the securities laws and the rules 

4 and regulations of the Commission and the self5 regulatory organizations. 

6 (5) SECURITIES LAWS.—The term ‘‘securities 

7 laws’’ has the meaning given the term in section 

8 3(a) of the Securities Exchange Act of 1934 (15 

9 U.S.C. 78c(a)). 

10 (6) SELF-REGULATORY ORGANIZATION.—The 

11 term ‘‘self-regulatory organization’’ means a self12 regulatory organization, as defined in section 3(a) of 

13 the Securities Exchange Act of 1934 (15 U.S.C. 

14 78c(a)). 

15 (7) WEBSITE.—The term ‘‘website’’ means an 

16 internet website or other digital, internet, or elec17 tronic-based information repository, such as a mobile 

18 application, to which an investor of a covered entity 

19 has been provided reasonable access. 

20 SEC. 3. ELECTRONIC DELIVERY. 

21 (a) PROMULGATION OF RULES.—Not later than 180 

22 days after the date of the enactment of this section, the 

23 Commission shall propose and, not later than 1 year after 

24 the date of the enactment of this section, the Commission 

25 shall finalize, rules, regulations, amendments, or interpreVerDate Sep 11 2014 19:18 Mar 04, 2024 Jkt 049200 PO 00000 Frm 00005 Fmt 6652 Sfmt 6201 E:\BILLS\S3815.IS S3815

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1 tations, as appropriate, to allow a covered entity to satisfy 

2 the obligation of the entity to deliver regulatory documents 

3 required under the securities laws to investors using elec4 tronic delivery. 

5 (b) REQUIRED PROVISIONS.—Rules, regulations, 

6 amendments, or interpretations the Commission promul7 gates pursuant to subsection (a) shall— 

8 (1) with respect to investors that do not receive 

9 all regulatory documents by electronic delivery, pro10 vide for— 

11 (A) delivery of an initial communication in 

12 paper form regarding electronic delivery; 

13 (B) a transition period not to exceed 180 

14 days until such regulatory documents are deliv15 ered to such investors by electronic delivery; 

16 and 

17 (C) during a period not to exceed 2 years 

18 following the transition period set forth in sub19 paragraph (B), delivery of an annual notice in 

20 paper form solely reminding such investors of 

21 the ability to opt out of electronic delivery at 

22 any time and receive paper versions of regu23 latory documents; 

24 (2) set forth requirements for the content of the 

25 initial communication described in paragraph (1)(A); 


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1 (3) set forth requirements for the timing of de2 livery of a notice of website availability of regulatory 

3 documents and the content of the appropriate notice 

4 described in section 2(3)(B); 

5 (4) provide a mechanism for investors to opt 

6 out of electronic delivery at any time and receive 

7 paper versions of regulatory documents; 

8 (5) require measures reasonably designed to 

9 identify and remediate failed electronic deliveries of 

10 regulatory documents; 

11 (6) set forth minimum requirements regarding 

12 readability and retainability for regulatory docu13 ments that are delivered electronically; and 

14 (7) for covered entities other than brokers, 

15 dealers, investment advisers registered with the 

16 Commission, and investment companies, require 

17 measures reasonably designed to ensure the con18 fidentiality of personal information in regulatory 

19 documents that are delivered to investors electroni20 cally. 

21 (c) TREATMENT OF REVISIONS NOT COMPLETED IN

22 A TIMELY MANNER.—If the Commission fails to finalize 

23 the rules, regulations, amendments, or interpretations re24 quired under subsection (a) before the date specified in 

25 such subsection— 


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1 (1) a covered entity may deliver regulatory doc2 uments using electronic delivery in accordance with 

3 subsection (b); and 

4 (2) such electronic delivery shall be deemed to 

5 satisfy the obligation of the covered entity to deliver 

6 regulatory documents required under the securities 

7 laws. 

8 (d) OTHER REQUIRED ACTIONS.— 

9 (1) REVIEW OF RULES.—The Commission 

10 shall— 

11 (A) not later than 180 days after the date 

12 of enactment of this Act, conduct a review of 

13 the rules and regulations of the Commission to 

14 determine whether any such rules or regulations 

15 require delivery of written documents to inves16 tors; and 

17 (B) not later than 1 year after the date of 

18 enactment of this Act, promulgate amendments 

19 to such rules or regulations to provide that any 

20 requirement to deliver a regulatory document in 

21 writing may be satisfied by electronic delivery. 

22 (2) ACTIONS BY SELF-REGULATORY ORGANIZA23 TIONS.—Each self-regulatory organization shall 

24 adopt rules and regulations, or amend the rules and 

25 regulations of the self-regulatory organization, conVerDate Sep 11 2014 19:18 Mar 04, 2024 Jkt 049200 PO 00000 Frm 00008 Fmt 6652 Sfmt 6201 E:\BILLS\S3815.IS S3815

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1 sistent with this Act and consistent with rules, regu2 lations, amendments, or interpretations finalized by 

3 the Commission pursuant to subsection (a). 

4 (3) APPLICABILITY.—This subsection shall not 

5 apply to a rule or regulation issued pursuant to a 

6 Federal statute if that Federal statute specifically 

7 requires delivery of written documents to investors. 

8 (e) EXEMPTION FROM CERTAIN REQUIREMENTS.— 

9 Section 101(c) of the Electronic Signatures in Global and 

10 National Commerce Act (15 U.S.C. 7001(c)) shall not 

11 apply with respect to a regulatory document delivered in 

12 accordance with this section. 

13 (f) RULE OF CONSTRUCTION.—Nothing in this sec14 tion shall be construed as altering the substance or timing 

15 of any regulatory document obligation under the securities 

16 laws or regulations of a self-regulatory organization. 

Æ 


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