I 

118TH CONGRESS 

1ST SESSION H. R. 1807 

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 HOUSE OF REPRESENTATIVES 

MARCH 27, 2023 

Mr. HUIZENGA (for himself, Mr. AUCHINCLOSS, Mr. STEIL, and Mr. NICKEL) 

introduced the following bill; which was referred to the Committee on Financial Services 

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 2023’’. 

6 SEC. 2. ELECTRONIC DELIVERY. 

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

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

9 Securities and Exchange Commission shall propose and, 


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1 not later than 1 year after the date of the enactment of 

2 this section, the Commission shall finalize, rules, regula3 tions, amendments, or interpretations, as appropriate, to 

4 allow a covered entity to satisfy the entity’s obligation to 

5 deliver regulatory documents required under the securities 

6 laws to investors using electronic delivery. 

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

8 amendments, or interpretations the Commission promul9 gates pursuant to subsection (a) shall: 

10 (1) With respect to investors that do not receive 

11 all regulatory documents by electronic delivery, pro12 vide for— 

13 (A) delivery of an initial communication in 

14 paper form regarding electronic delivery; 

15 (B) a transition period not to exceed 180 

16 days until such regulatory documents are deliv17 ered to such investors by electronic delivery; 

18 and 

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

20 following the transition period set forth in sub21 paragraph (B), delivery of an annual notice in 

22 paper form solely reminding such investors of 

23 the ability to opt out of electronic delivery at 

24 any time and receive paper versions of regu25 latory documents. 


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1 (2) Set forth requirements for the content of 

2 the initial communication described in paragraph 

3 (1)(A). 

4 (3) Set forth requirements for the timing of de5 livery of a notice of website availability of regulatory 

6 documents and the content of the appropriate notice 

7 described in subsection (h)(3)(B). 

8 (4) Provide a mechanism for investors to opt 

9 out of electronic delivery at any time and receive 

10 paper versions of regulatory documents. 

11 (5) Require measures reasonably designed to 

12 identify and remediate failed electronic deliveries of 

13 regulatory documents. 

14 (6) Set forth minimum requirements regarding 

15 readability and retainability for regulatory docu16 ments that are delivered electronically. 

17 (7) For covered entities other than brokers, 

18 dealers, investment advisers registered with the 

19 Commission, and investment companies, require 

20 measures reasonably designed to ensure the con21 fidentiality of personal information in regulatory 

22 documents that are delivered to investors electroni23 cally. 

24 (c) EXEMPTION FROM CERTAIN REQUIREMENTS.— 

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


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

2 apply with respect to a regulatory document delivered in 

3 accordance with this section. 

4 (d) RULE OF CONSTRUCTION.—Nothing in this sec5 tion shall be construed as altering the substance or timing 

6 of any regulatory document obligation under the securities 

7 laws or regulations of a self-regulatory organization. 

8 (e) TREATMENT OF REVISIONS NOT COMPLETED IN

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

10 the rules, regulations, amendments, or interpretations re11 quired under subsection (a) before the date specified in 

12 such subsection— 

13 (1) a covered entity may deliver regulatory doc14 uments using electronic delivery in accordance with 

15 subsections (b) through (d); and 

16 (2) such electronic delivery shall be deemed to 

17 satisfy the obligation of the covered entity to deliver 

18 regulatory documents required under the securities 

19 laws. 

20 (f) OTHER ACTION.— 

21 (1) REVIEW OF RULES.—The Commission 

22 shall— 

23 (A) within 180 days of the date of enact24 ment of this Act, conduct a review of the rules 

25 and regulations of the Commission to determine 


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1 whether any such rules or regulations require 

2 delivery of written documents to investors; and 

3 (B) within 1 year of the date of enactment 

4 of this Act, promulgate amendments to such 

5 rules or regulations to provide that any require6 ment to deliver a regulatory document ‘‘in writ7 ing’’ may be satisfied by electronic delivery. 

8 (2) ACTIONS BY SELF-REGULATORY ORGANIZA9 TIONS.—Each self-regulatory organization shall 

10 adopt rules and regulations, or amend the rules and 

11 regulations of the self-regulatory organization, con12 sistent with this Act and consistent with rules, regu13 lations, amendments, or interpretations finalized by 

14 the Commission pursuant to subsection (a). 

15 (3) RULE OF APPLICATION.—This subsection 

16 shall not apply to a rule or regulation issued pursu17 ant to a Federal statute if that Federal statute spe18 cifically requires delivery of written documents to in19 vestors. 

20 (g) DEFINITIONS.—In this section: 

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

22 means the Securities and Exchange Commission. 

23 (2) COVERED ENTITY.—The term ‘‘covered en24 tity’’ means— 


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1 (A) an investment company (as defined in 

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

3 of 1940 (15 U.S.C. 80a–3)) that is registered 

4 under such Act; 

5 (B) a business development company (as 

6 defined in section 2(a) the Investment Company 

7 Act of 1940 (15 U.S.C. 80a–2(a))) that has 

8 elected to be regulated as such under such Act; 

9 (C) a registered broker or dealer (as de10 fined in section 3(a)(4) and section 3(a)(5) of 

11 the Securities Exchange Act of 1934) (15 

12 U.S.C. 78c(a)(4) & 78c(a)(5)); 

13 (D) a registered municipal securities dealer 

14 (as defined in section 3(a)(30) of the Securities 

15 Exchange Act of 1934) (15 U.S.C. 78c(a)(30)); 

16 (E) a registered government securities 

17 broker or government securities dealer (as de18 fined in section 3(a)(43) and section 3(a)(44) of 

19 the Securities Exchange Act of 1934) (15 

20 U.S.C. 78c(a)(43) & 78c(a)(44)); 

21 (F) a registered investment adviser (as de22 fined in section 202(a)(11) of the Investment 

23 Advisers Act of 1940) (15 U.S.C. 80b–1); 


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1 (G) a registered transfer agent (as defined 

2 in section 3(a)(25) of the Securities Exchange 

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

4 (H) a registered funding portal (as defined 

5 in section 3(a)(80) of the Securities Exchange 

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

7 (3) ELECTRONIC DELIVERY.—The term ‘‘elec8 tronic delivery’’, with respect to regulatory docu9 ments, includes— 

10 (A) the direct delivery of such regulatory 

11 document to an electronic address of an inves12 tor; 

13 (B) the posting of such regulatory docu14 ment to a website and direct electronic delivery 

15 of an appropriate notice of the availability of 

16 the regulatory document to the investor; and 

17 (C) an electronic method reasonably de18 signed to ensure receipt of such regulatory doc19 ument by the investor. 

20 (4) REGULATORY DOCUMENTS.—The term 

21 ‘‘regulatory documents’’ includes— 

22 (A) prospectuses meeting the requirements 

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

24 (15 U.S.C. 77j); 


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1 (B) summary prospectuses meeting the re2 quirements of— 

3 (i) section 230.498 of title 17, Code of 

4 Federal Regulations; or 

5 (ii) section 230.498A of title 17, Code 

6 of Federal Regulations; 

7 (C) statements of additional information, 

8 as described under section 270.30e–3(h)(3) of 

9 title 17, Code of Federal Regulations; 

10 (D) annual and semi-annual reports to in11 vestors meeting the requirements of section 

12 30(e) of the Investment Company Act of 1940 

13 (15 U.S.C. 80a–29(e)); 

14 (E) notices meeting the requirements 

15 under section 270.19a–1 of title 17, Code of 

16 Federal Regulations; 

17 (F) confirmations and account statements 

18 meeting the requirements under section 

19 240.10b–10 of title 17, Code of Federal Regula20 tions; 

21 (G) proxy statements meeting the require22 ments under section 240.14a–3 of title 17, 

23 Code of Federal Regulations; 

24 (H) privacy notices meeting the require25 ments of Regulation S–P under subpart A of 


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1 part 248 of title 17, Code of Federal Regula2 tions; 

3 (I) affiliate marketing notices meeting the 

4 requirements of Regulation S–AM under sub5 part B of part 248 of title 17, Code of Federal 

6 Regulations; and 

7 (J) all other regulatory documents re8 quired to be delivered by covered entities to in9 vestors under the securities laws and the rules 

10 and regulations of the Commission and the self11 regulatory organizations. 

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

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

14 3(a) of the Securities Exchange Act of 1934 (15 

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

16 (6) SELF-REGULATORY ORGANIZATION.—The 

17 term ‘‘self-regulatory organization’’ means— 

18 (A) a self-regulatory organization, as de19 fined in section 2(a)(26) of the Securities Ex20 change Act of 1934 (15 U.S.C. 78c(a)); and 

21 (B) the Municipal Securities Rulemaking 

22 Board. 

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

24 internet website or other digital, internet, or elec25 tronic-based information repository, such as a mobile 


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1 application, to which an investor of a covered entity 

2 has been provided reasonable access. 

Æ 


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