IB 

Union Calendar No. 239 

118TH CONGRESS 

1ST SESSION H. R. 1807 

[Report No. 118–295] 

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 

DECEMBER 1, 2023 

Additional sponsor: Mr. RUTHERFORD

DECEMBER 1, 2023 

Reported with an amendment, committed to the Committee of the Whole 

House on the State of the Union, and ordered to be printed 

[Strike out all after the enacting clause and insert the part printed in italic] 

[For text of introduced bill, see copy of bill as introduced on March 27, 2023] 


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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. 


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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 Secu9 rities and Exchange Commission shall propose and, not 

10 later than 1 year after the date of the enactment of this 

11 section, the Commission shall finalize, rules, regulations, 

12 amendments, or interpretations, as appropriate, to allow 

13 a covered entity to satisfy the entity’s obligation to deliver 

14 regulatory documents required under the securities laws to 

15 investors using electronic delivery. 

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

17 amendments, or interpretations the Commission promul18 gates pursuant to subsection (a) shall: 

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

20 all regulatory documents by electronic delivery, pro21 vide for— 

22 (A) delivery of an initial communication in 

23 paper form regarding electronic delivery; 


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1 (B) a transition period not to exceed 180 

2 days until such regulatory documents are deliv3 ered to such investors by electronic delivery; and 

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

5 following the transition period set forth in sub6 paragraph (B), delivery of an annual notice in 

7 paper form solely reminding such investors of the 

8 ability to opt out of electronic delivery at any 

9 time and receive paper versions of regulatory 

10 documents. 

11 (2) Set forth requirements for the content of the 

12 initial communication described in paragraph (1)(A). 

13 (3) Set forth requirements for the timing of de14 livery of a notice of website availability of regulatory 

15 documents and the content of the appropriate notice 

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

17 (4) Provide a mechanism for investors to opt out 

18 of electronic delivery at any time and receive paper 

19 versions of regulatory documents. 

20 (5) Require measures reasonably designed to 

21 identify and remediate failed electronic deliveries of 

22 regulatory documents. 

23 (6) Set forth minimum requirements regarding 

24 readability and retainability for regulatory docu25 ments that are delivered electronically. 


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1 (7) For covered entities other than brokers, deal2 ers, investment advisers registered with the Commis3 sion, and investment companies, require measures 

4 reasonably designed to ensure the confidentiality of 

5 personal information in regulatory documents that 

6 are delivered to investors electronically. 

7 (c) EXEMPTION FROM CERTAIN REQUIREMENTS.— 

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

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

10 with respect to a regulatory document delivered in accord11 ance with this section. 

12 (d) RULE OF CONSTRUCTION.—Nothing in this section 

13 shall be construed as altering the substance or timing of 

14 any regulatory document obligation under the securities 

15 laws or regulations of a self-regulatory organization. 

16 (e) TREATMENT OF REVISIONS NOT COMPLETED IN A

17 TIMELY MANNER.—If the Commission fails to finalize the 

18 rules, regulations, amendments, or interpretations required 

19 under subsection (a) before the date specified in such sub20 section— 

21 (1) a covered entity may deliver regulatory docu22 ments using electronic delivery in accordance with 

23 subsections (b) through (d); and 

24 (2) such electronic delivery shall be deemed to 

25 satisfy the obligation of the covered entity to deliver 


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1 regulatory documents required under the securities 

2 laws. 

3 (f) OTHER REQUIRED ACTIONS.— 

4 (1) REVIEW OF RULES.—The Commission 

5 shall— 

6 (A) within 180 days of the date of enact7 ment of this Act, conduct a review of the rules 

8 and regulations of the Commission to determine 

9 whether any such rules or regulations require de10 livery of written documents to investors; and 

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

12 of this Act, promulgate amendments to such rules 

13 or regulations to provide that any requirement 

14 to deliver a regulatory document ‘‘in writing’’ 

15 may be satisfied by electronic delivery. 

16 (2) ACTIONS BY SELF-REGULATORY ORGANIZA17 TIONS.—Each self-regulatory organization shall adopt 

18 rules and regulations, or amend the rules and regula19 tions of the self-regulatory organization, consistent 

20 with this Act and consistent with rules, regulations, 

21 amendments, or interpretations finalized by the Com22 mission pursuant to subsection (a). 

23 (3) RULE OF APPLICATION.—This subsection 

24 shall not apply to a rule or regulation issued pursu25 ant to a Federal statute if that Federal statute speVerDate Sep 11 2014 23:55 Dec 01, 2023 Jkt 049200 PO 00000 Frm 00006 Fmt 6652 Sfmt 6203 E:\BILLS\H1807.RH H1807

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1 cifically requires delivery of written documents to in2 vestors. 

3 (g) DEFINITIONS.—In this section: 

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

5 means the Securities and Exchange Commission. 

6 (2) COVERED ENTITY.—The term ‘‘covered enti7 ty’’ means— 

8 (A) an investment company (as defined in 

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

10 of 1940 (15 U.S.C. 80a–3(a)(1))) that is reg11 istered under such Act; 

12 (B) a business development company (as de13 fined in section 2(a) the Investment Company 

14 Act of 1940 (15 U.S.C. 80a–2(a))) that has elect15 ed to be regulated as such under such Act; 

16 (C) a registered broker or dealer (as defined 

17 in section 3(a)(4) and section 3(a)(5) of the Se18 curities Exchange Act of 1934) (15 U.S.C. 

19 78c(a)(4) & 78c(a)(5)); 

20 (D) a registered municipal securities dealer 

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

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

23 (E) a registered government securities 

24 broker or government securities dealer (as de25 fined in section 3(a)(43) and section 3(a)(44) of 


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

2 78c(a)(43) & 78c(a)(44)); 

3 (F) a registered investment adviser (as de4 fined in section 202(a)(11) of the Investment Ad5 visers Act of 1940) (15 U.S.C. 80b–1(a)(11)); 

6 (G) a registered transfer agent (as defined 

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

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

9 (H) a registered funding portal (as defined 

10 in the second paragraph (80) of section 3(a) of 

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

12 78c(a)(80)). 

13 (3) ELECTRONIC DELIVERY.—The term ‘‘elec14 tronic delivery’’, with respect to regulatory docu15 ments, includes— 

16 (A) the direct delivery of such regulatory 

17 document to an electronic address of an investor; 

18 (B) the posting of such regulatory document 

19 to a website and direct electronic delivery of an 

20 appropriate notice of the availability of the regu21 latory document to the investor; and 

22 (C) an electronic method reasonably de23 signed to ensure receipt of such regulatory docu24 ment by the investor. 


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1 (4) REGULATORY DOCUMENTS.—The term ‘‘regu2 latory documents’’ includes— 

3 (A) prospectuses meeting the requirements 

4 of section 10(a) of the Securities Act of 1933 (15 

5 U.S.C. 77j(a)); 

6 (B) summary prospectuses meeting the re7 quirements of— 

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

9 Federal Regulations; or 

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

11 of Federal Regulations; 

12 (C) statements of additional information, as 

13 described under section 270.30e–3(h)(3) of title 

14 17, Code of Federal Regulations; 

15 (D) annual and semi-annual reports to in16 vestors meeting the requirements of section 30(e) 

17 of the Investment Company Act of 1940 (15 

18 U.S.C. 80a–29(e)); 

19 (E) notices meeting the requirements under 

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

21 Regulations; 

22 (F) confirmations and account statements 

23 meeting the requirements under section 240.10b– 

24 10 of title 17, Code of Federal Regulations; 


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1 (G) proxy statements meeting the require2 ments under section 240.14a–3 of title 17, Code 

3 of Federal Regulations; 

4 (H) privacy notices meeting the require5 ments of Regulation S–P under subpart A of 

6 part 248 of title 17, Code of Federal Regulations; 

7 (I) affiliate marketing notices meeting the 

8 requirements of Regulation S–AM under subpart 

9 B of part 248 of title 17, Code of Federal Regu10 lations; and 

11 (J) all other regulatory documents required 

12 to be delivered by covered entities to investors 

13 under the securities laws and the rules and regu14 lations of the Commission and the self-regulatory 

15 organizations. 

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

17 laws’’ has the meaning given the term in section 3(a) 

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

19 78c(a)). 

20 (6) SELF-REGULATORY ORGANIZATION.—The 

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

22 (A) a self-regulatory organization, as de23 fined in section 2(a)(26) of the Securities Ex24 change Act of 1934 (15 U.S.C. 78c(a)(26)); and 


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1 (B) the Municipal Securities Rulemaking 

2 Board. 

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

4 internet website or other digital, internet, or elec5 tronic-based information repository, such as a mobile 

6 application, to which an investor of a covered entity 

7 has been provided reasonable access. 


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Union Calendar No. 239 

118TH CONGRESS 

1ST SESSION H. R. 1807 

[Report No. 118–295] 

A BILL 

To direct the Securities and Exchange Commission 

other purposes. delivery of certain required disclosures, and for to promulgate rules with respect to the electronic 

DECEMBER 1, 2023 

Reported with an amendment, committed to the Comand ordered to be printed mittee of the Whole House on the State of the Union, 


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