HR 3383 RFS
Item 3 of Form N–1A, Item 3 of Form N–2, or 
Item 4 of Form N–3 (as applicable, and with respect 
to each, in any successor fee table disclosure that 
the Securities and Exchange Commission adopts). 
(5) FORM
N–1A.—The term ‘‘Form N–1A’’ 
means the form described in section 274.11A of title 
17, Code of Federal Regulations, or any successor 
regulation. 
(6) FORM N–2.—The term ‘‘Form N–2’’ means 
the form described in section 274.11a–1 of title 17, 
Code of Federal Regulations, or any successor regu-
lation. 
(7) FORM N–3.—The term ‘‘Form N–3’’ means 
the form described in section 274.11b of title 17, 
Code of Federal Regulations, or any successor regu-
lation. 
(8) REGISTERED INVESTMENT COMPANY.—The 
term ‘‘registered investment company’’ means an in-
vestment company, as defined under section 3(a) of 
the Investment Company Act of 1940 (15 U.S.C. 
80a–3(a)), registered with the Securities and Ex-
change Commission under such Act. 
(b) EXCLUDING BUSINESS DEVELOPMENT COMPA-
NIES FROM ACQUIRED FUND FEES AND EXPENSES.—A 
registered investment company may, on any investment 
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company registration statement filed pursuant to section 
8(b) of the Investment Company Act of 1940 (15 U.S.C. 
80a–8(b)), omit from the calculation of Acquired Fund 
Fees and Expenses those fees and expenses that the in-
vestment company incurred indirectly as a result of invest-
ment in shares of one or more Acquired Funds that is 
a business development company. 
SEC. 303. ENCOURAGING PUBLIC OFFERINGS. 
(a) EXPANDING TESTING
THE WATERS.—Section 
5(d) of the Securities Act of 1933 (15 U.S.C. 77e(d)) is 
amended— 
(1) by striking ‘‘Notwithstanding’’ and insert-
ing the following: 
‘‘(1) IN GENERAL.—Notwithstanding’’; 
(2) by striking ‘‘an emerging growth company 
or any person authorized to act on behalf of an 
emerging growth company’’ and inserting ‘‘an issuer 
or any person authorized to act on behalf of an 
issuer’’; and 
(3) by adding at the end the following: 
‘‘(2) ADDITIONAL REQUIREMENTS.— 
‘‘(A) IN GENERAL.—The Commission may 
promulgate regulations, subject to public notice 
and comment, to impose such other terms, con-
ditions, or requirements on the engaging in oral 
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or written communications described under 
paragraph (1) by an issuer other than an 
emerging growth company as the Commission 
determines appropriate. 
‘‘(B) REPORT TO CONGRESS.—Prior to any 
rulemaking described under subparagraph (A), 
the Commission shall submit to Congress a re-
port containing a list of the findings supporting 
the basis of the rulemaking.’’. 
(b) CONFIDENTIAL REVIEW OF DRAFT REGISTRA-
TION STATEMENTS.—Section 6(e) of the Securities Act of 
1933 (15 U.S.C. 77f(e)) is amended— 
(1) in the heading, by striking ‘‘EMERGING 
GROWTH COMPANIES’’ and inserting ‘‘CONFIDEN-
TIAL REVIEW
OF DRAFT REGISTRATION STATE-
MENTS’’; 
(2) by redesignating paragraph (2) as para-
graph (3); and 
(3) by striking paragraph (1) and inserting the 
following: 
‘‘(1) IN GENERAL.—Any issuer may, with re-
spect to an initial public offering, initial registration 
of a security of the issuer under section 12(b) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78l(b)), 
or follow-on offering, confidentially submit to the 
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Commission a draft registration statement, for con-
fidential nonpublic review by the staff of the Com-
mission prior to public filing, provided that the ini-
tial confidential submission and all amendments 
thereto shall be publicly filed with the Commission 
not later than— 
‘‘(A) in the case of an initial public offer-
ing, 10 days before the effective date of such 
registration statement; 
‘‘(B) in the case of an initial registration 
of a security of the issuer under such section 
12(b), 10 days before listing on an exchange; or 
‘‘(C) in the case of any offering after an 
initial public offering or an initial registration 
under such section 12(b), 48 hours before the 
effective date of such registration statement. 
‘‘(2) ADDITIONAL REQUIREMENTS.— 
‘‘(A) IN GENERAL.—The Commission may 
promulgate regulations, subject to public notice 
and comment, to impose such other terms, con-
ditions, or requirements on the submission of 
draft registration statements described under 
this subsection by an issuer other than an 
emerging growth company as the Commission 
determines appropriate. 
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‘‘(B) REPORT TO CONGRESS.—Prior to any 
rulemaking described under subparagraph (A), 
the Commission shall submit to Congress a re-
port containing a list of the findings supporting 
the basis of the rulemaking.’’. 
SEC. 304. GREENLIGHTING GROWTH. 
(a) SECURITIES ACT OF 1933.—Section 7(a)(2) of 
the Securities Act of 1933 (15 U.S.C. 77g(a)(2)) is 
amended— 
(1) in subparagraph (A), by striking ‘‘and’’ at 
the end; 
(2) by redesignating subparagraph (B) as sub-
paragraph (C); and 
(3) by inserting after subparagraph (A) the fol-
lowing: 
‘‘(B) need not present acquired company 
financial statements or information otherwise 
required under section 210.3–05 or section 
210.8–04 of title 17, Code of Federal Regula-
tions, or any successor thereto, for any period 
prior to the earliest audited period of the 
emerging growth company presented in connec-
tion with its initial public offering and, there-
after, in no event shall an issuer that was an 
emerging growth company but is no longer an 
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emerging growth company be required to 
present financial statements of the issuer (or 
acquired company financial statements or infor-
mation otherwise required under section 210.3– 
05 or section 210.8–04 of title 17, Code of Fed-
eral Regulations, or any successor thereto) for 
any period prior to the earliest audited period 
of the emerging growth company presented in 
connection with its initial public offering; and’’. 
(b) SECURITIES EXCHANGE ACT OF 1934.—Section 
12(b)(1)(K) of the Securities Exchange Act of 1934 (15 
U.S.C. 78l(b)(1)(K)) is amended by striking ‘‘firm’’ and 
inserting ‘‘firm, provided that the application of an emerg-
ing growth company need not present acquired company 
financial statements or information otherwise required 
under section 210.3–05 or section 210.8–04 of title 17, 
Code of Federal Regulations, or any successor thereto, for 
any period prior to the earliest audited period of the 
emerging growth company presented in connection with its 
application and, thereafter, in no event shall an issuer that 
was an emerging growth company but is no longer an 
emerging growth company be required to present financial 
statements of the issuer (or acquired company financial 
statements or information otherwise required under sec-
tion 210.3–05 or section 210.8–04 of title 17, Code of 
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