I 
115TH CONGRESS 
2D SESSION 
H. R. 6380 
To amend the Securities Act of 1933 to subject crowdfunding vehicles to 
the jurisdiction of the Securities and Exchange Commission, and for 
other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
JULY 16, 2018 
Mr. MCHENRY (for himself and Ms. MAXINE WATERS of California) intro-
duced the following bill; which was referred to the Committee on Finan-
cial Services 
A BILL 
To amend the Securities Act of 1933 to subject crowdfunding 
vehicles to the jurisdiction of the Securities and Ex-
change Commission, and for other purposes. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Crowdfunding Amend-
ments Act’’. 
SEC. 2. CROWDFUNDING VEHICLES. 
(a) AMENDMENTS
TO
THE SECURITIES ACT
OF 
1933.—The Securities Act of 1933 (15 U.S.C. 77a et 
seq.) is amended— 
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(1) in section 2(a) (15 U.S.C. 77b(a)), by add-
ing at the end the following: 
‘‘(20) The term ‘crowdfunding vehicle’ has the 
meaning given the term in section 3(c)(15)(B) of the 
Investment Company Act of 1940 (15 U.S.C. 80a– 
3(c)(15)(B)).’’; 
(2) in section 4(a)(6) (15 U.S.C. 77d(a)(6))— 
(A) in subparagraph (A)— 
(i) by inserting ‘‘, other than a 
crowdfunding vehicle,’’ after ‘‘sold to all 
investors’’; and 
(ii) by inserting ‘‘other than a 
crowdfunding vehicle,’’ after ‘‘the issuer,’’; 
and 
(B) in subparagraph (B), in the matter 
preceding clause (i), by inserting ‘‘, other than 
a crowdfunding vehicle,’’ after ‘‘any investor’’; 
and 
(3) in section 4A(f) (15 U.S.C. 77d–1(f))— 
(A) in the matter preceding paragraph (1), 
by striking ‘‘Section 4(6)’’ and inserting ‘‘Sec-
tion 4(a)(6)’’; and 
(B) in paragraph (3), by inserting ‘‘by any 
of paragraphs (1) through (14) of’’ before ‘‘sec-
tion 3(c)’’. 
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(b) AMENDMENTS TO THE INVESTMENT COMPANY 
ACT OF 1940.—Section 3(c) of the Investment Company 
Act of 1940 (15 U.S.C. 80a–3(c)) is amended by adding 
at the end the following: 
‘‘(15)(A) Any crowdfunding vehicle. 
‘‘(B) For purposes of this paragraph, the term 
‘crowdfunding vehicle’ means a company— 
‘‘(i) the purpose of which (as set forth in 
the organizational documents of the company) 
is limited to acquiring, holding, and disposing 
of securities issued by a single company in one 
or more transactions made under section 
4(a)(6) of the Securities Act of 1933 (15 
U.S.C. 77d(a)(6)); 
‘‘(ii) that issues only 1 class of securities; 
‘‘(iii) that receives no compensation in con-
nection with the acquisition, holding, or disposi-
tion of securities described in clause (i); 
‘‘(iv) no investment adviser or associated 
person of which receives any compensation on 
the basis of a share of capital gains upon, or 
capital appreciation of, any portion of the funds 
of an investor of the company; 
‘‘(v) the securities of which have been 
issued in a transaction made under section 
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4(a)(6) of the Securities Act of 1933 (15 
U.S.C. 
77d(a)(6)), 
where 
both 
the 
crowdfunding vehicle and the company whose 
securities the crowdfunding vehicle holds are co- 
issuers; 
‘‘(vi) that is current with respect to ongo-
ing 
reporting 
requirements 
under 
section 
227.202 of title 17, Code of Federal Regula-
tions, or any successor regulation; 
‘‘(vii) that holds securities of a company 
that is subject to ongoing reporting require-
ments under section 227.202 of title 17, Code 
of Federal Regulations, or any successor regula-
tion; and 
‘‘(viii) that is advised by an investment ad-
viser that is— 
‘‘(I) registered under the Investment 
Advisers Act of 1940 (15 U.S.C. 80b–1 et 
seq.); and 
‘‘(II) required to— 
‘‘(aa) disclose to the investors of 
the company any fees charged by the 
investment adviser; and 
‘‘(bb) obtain approval from a ma-
jority of the investors of the company 
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with respect to any increase in the 
fees described in item (aa).’’. 
(c) AMENDMENTS TO THE INVESTMENT ADVISERS 
ACT OF 1940.—The Investment Advisers Act of 1940 (15 
U.S.C. 80b–1 et seq.) is amended— 
(1) in section 202(a) (15 U.S.C. 80b–2(a))— 
(A) by redesignating the second paragraph 
(29) as paragraph (31); and 
(B) by adding at the end the following: 
‘‘(32) The term ‘crowdfunding vehicle’ has the 
meaning given the term in section 3(c)(15)(B) of the 
Investment Company Act of 1940 (15 U.S.C. 80a– 
3(c)(15)(B)). 
‘‘(33)(A) The term ‘crowdfunding vehicle ad-
viser’ means an investment adviser that acts as an 
investment adviser solely with respect to crowdfund-
ing vehicles. 
‘‘(B) A determination, for the purposes of sub-
paragraph (A), regarding whether an investment ad-
viser acts as an investment adviser solely with re-
spect to crowdfunding vehicles shall not include any 
consideration of the activity of any affiliate of the 
investment adviser.’’; 
(2) in section 203 (15 U.S.C. 80b–3), by add-
ing at the end the following: 
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‘‘(o) CROWDFUNDING VEHICLE ADVISERS.— 
‘‘(1) IN GENERAL.—A crowdfunding vehicle ad-
viser shall be required to register under this section. 
‘‘(2) TAILORED REQUIREMENTS.—As necessary 
or appropriate in the public interest and for the pro-
tection of investors, and to promote efficiency, com-
petition, and capital formation, the Commission may 
tailor the requirements under section 275.206(4)–2 
of title 17, Code of Federal Regulations, with re-
spect to the application of those requirements to a 
crowdfunding vehicle adviser.’’; and 
(3) in section 203A(a) (15 U.S.C. 80b–3a(a))— 
(A) in paragraph (1)— 
(i) in subparagraph (A), by striking 
‘‘or’’ at the end; 
(ii) in subparagraph (B), by striking 
the period at the end and inserting ‘‘; or’’; 
and 
(iii) by adding at the end the fol-
lowing: 
‘‘(C) is a crowdfunding vehicle adviser.’’; 
and 
(B) in paragraph (2)— 
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(i) in subparagraph (A), by inserting 
‘‘a crowdfunding vehicle adviser,’’ after 
‘‘unless the investment adviser is’’; and 
(ii) in subparagraph (B)(ii), in the 
matter preceding subclause (I), by insert-
ing ‘‘except with respect to a crowdfunding 
vehicle adviser,’’ before ‘‘has assets’’. 
SEC. 3. CROWDFUNDING EXEMPTION FROM REGISTRA-
TION. 
Section 12(g)(6) of the Securities Exchange Act of 
1934 (15 U.S.C. 78l(g)(6)) is amended— 
(1) by striking ‘‘The Commission’’ and insert-
ing the following: 
‘‘(A) IN GENERAL.—The Commission’’; 
(2) in subparagraph (A), as so designated, by 
striking ‘‘section 4(6)’’ and inserting ‘‘section 
4(a)(6)’’; and 
(3) by adding at the end the following: 
‘‘(B) TREATMENT OF SECURITIES ISSUED 
BY CERTAIN ISSUERS.— 
‘‘(i) IN
GENERAL.—An exemption 
under subparagraph (A) shall be uncondi-
tional for securities offered by an issuer 
that had a public float of less than 
$75,000,000, as of the last business day of 
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the most recently completed semiannual 
period of the issuer, which shall be cal-
culated in accordance with clause (ii). 
‘‘(ii) CALCULATION.— 
‘‘(I) IN
GENERAL.—A public 
float described in clause (i) shall be 
calculated by multiplying the aggre-
gate worldwide number of shares of 
the common equity securities of an 
issuer that are held by non-affiliates 
by the price at which those securities 
were last sold (or the average bid and 
asked prices of those securities) in the 
principal market for those securities. 
‘‘(II) CALCULATION OF ZERO.— 
If a public float calculation under sub-
clause (I) with respect to an issuer is 
zero, an exemption under subpara-
graph (A) shall be unconditional for 
securities offered by the issuer if the 
issuer had annual revenues of less 
than $50,000,000, as of the most re-
cently completed fiscal year of the 
issuer.’’. 
Æ 
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