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 ‘‘Improving Disclosure 
for Investors Act of 2023’’. 
SEC. 2. ELECTRONIC DELIVERY. 
(a) PROMULGATION OF RULES.—Not later than 180 
days after the date of the enactment of this section, the Secu-
rities and Exchange Commission shall propose and, not 
later than 1 year after the date of the enactment of this 
section, the Commission shall finalize, rules, regulations, 
amendments, or interpretations, as appropriate, to allow 
a covered entity to satisfy the entity’s obligation to deliver 
regulatory documents required under the securities laws to 
investors using electronic delivery. 
(b) 
REQUIRED
PROVISIONS.—Rules, 
regulations, 
amendments, or interpretations the Commission promul-
gates pursuant to subsection (a) shall: 
(1) With respect to investors that do not receive 
all regulatory documents by electronic delivery, pro-
vide for— 
(A) delivery of an initial communication in 
paper form regarding electronic delivery; 
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(B) a transition period not to exceed 180 
days until such regulatory documents are deliv-
ered to such investors by electronic delivery; and 
(C) during a period not to exceed 2 years 
following the transition period set forth in sub-
paragraph (B), delivery of an annual notice in 
paper form solely reminding such investors of the 
ability to opt out of electronic delivery at any 
time and receive paper versions of regulatory 
documents. 
(2) Set forth requirements for the content of the 
initial communication described in paragraph (1)(A). 
(3) Set forth requirements for the timing of de-
livery of a notice of website availability of regulatory 
documents and the content of the appropriate notice 
described in subsection (h)(3)(B). 
(4) Provide a mechanism for investors to opt out 
of electronic delivery at any time and receive paper 
versions of regulatory documents. 
(5) Require measures reasonably designed to 
identify and remediate failed electronic deliveries of 
regulatory documents. 
(6) Set forth minimum requirements regarding 
readability and retainability for regulatory docu-
ments that are delivered electronically. 
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(7) For covered entities other than brokers, deal-
ers, investment advisers registered with the Commis-
sion, and investment companies, require measures 
reasonably designed to ensure the confidentiality of 
personal information in regulatory documents that 
are delivered to investors electronically. 
(c) EXEMPTION FROM CERTAIN REQUIREMENTS.— 
Section 101(c) of the Electronic Signatures in Global and 
National Commerce Act (15 U.S.C. 7001(c)) shall not apply 
with respect to a regulatory document delivered in accord-
ance with this section. 
(d) RULE OF CONSTRUCTION.—Nothing in this section 
shall be construed as altering the substance or timing of 
any regulatory document obligation under the securities 
laws or regulations of a self-regulatory organization. 
(e) TREATMENT OF REVISIONS NOT COMPLETED IN A 
TIMELY MANNER.—If the Commission fails to finalize the 
rules, regulations, amendments, or interpretations required 
under subsection (a) before the date specified in such sub-
section— 
(1) a covered entity may deliver regulatory docu-
ments using electronic delivery in accordance with 
subsections (b) through (d); and 
(2) such electronic delivery shall be deemed to 
satisfy the obligation of the covered entity to deliver 
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regulatory documents required under the securities 
laws. 
(f) OTHER REQUIRED ACTIONS.— 
(1) 
REVIEW
OF
RULES.—The 
Commission 
shall— 
(A) within 180 days of the date of enact-
ment of this Act, conduct a review of the rules 
and regulations of the Commission to determine 
whether any such rules or regulations require de-
livery of written documents to investors; and 
(B) within 1 year of the date of enactment 
of this Act, promulgate amendments to such rules 
or regulations to provide that any requirement 
to deliver a regulatory document ‘‘in writing’’ 
may be satisfied by electronic delivery. 
(2) ACTIONS BY SELF-REGULATORY ORGANIZA-
TIONS.—Each self-regulatory organization shall adopt 
rules and regulations, or amend the rules and regula-
tions of the self-regulatory organization, consistent 
with this Act and consistent with rules, regulations, 
amendments, or interpretations finalized by the Com-
mission pursuant to subsection (a). 
(3) RULE
OF
APPLICATION.—This subsection 
shall not apply to a rule or regulation issued pursu-
ant to a Federal statute if that Federal statute spe-
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cifically requires delivery of written documents to in-
vestors. 
(g) DEFINITIONS.—In this section: 
(1) 
COMMISSION.—The 
term 
‘‘Commission’’ 
means the Securities and Exchange Commission. 
(2) COVERED ENTITY.—The term ‘‘covered enti-
ty’’ means— 
(A) an investment company (as defined in 
section 3(a)(1) of the Investment Company Act 
of 1940 (15 U.S.C. 80a–3(a)(1))) that is reg-
istered under such Act; 
(B) a business development company (as de-
fined in section 2(a) the Investment Company 
Act of 1940 (15 U.S.C. 80a–2(a))) that has elect-
ed to be regulated as such under such Act; 
(C) a registered broker or dealer (as defined 
in section 3(a)(4) and section 3(a)(5) of the Se-
curities Exchange Act of 1934) (15 U.S.C. 
78c(a)(4) & 78c(a)(5)); 
(D) a registered municipal securities dealer 
(as defined in section 3(a)(30) of the Securities 
Exchange Act of 1934) (15 U.S.C. 78c(a)(30)); 
(E) a registered government securities 
broker or government securities dealer (as de-
fined in section 3(a)(43) and section 3(a)(44) of 
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the Securities Exchange Act of 1934) (15 U.S.C. 
78c(a)(43) & 78c(a)(44)); 
(F) a registered investment adviser (as de-
fined in section 202(a)(11) of the Investment Ad-
visers Act of 1940) (15 U.S.C. 80b–1(a)(11)); 
(G) a registered transfer agent (as defined 
in section 3(a)(25) of the Securities Exchange 
Act of 1934) (15 U.S.C. 78c(a)(25)); or 
(H) a registered funding portal (as defined 
in the second paragraph (80) of section 3(a) of 
the Securities Exchange Act of 1934) (15 U.S.C. 
78c(a)(80)). 
(3) ELECTRONIC
DELIVERY.—The term ‘‘elec-
tronic delivery’’, with respect to regulatory docu-
ments, includes— 
(A) the direct delivery of such regulatory 
document to an electronic address of an investor; 
(B) the posting of such regulatory document 
to a website and direct electronic delivery of an 
appropriate notice of the availability of the regu-
latory document to the investor; and 
(C) an electronic method reasonably de-
signed to ensure receipt of such regulatory docu-
ment by the investor. 
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(4) REGULATORY DOCUMENTS.—The term ‘‘regu-
latory documents’’ includes— 
(A) prospectuses meeting the requirements 
of section 10(a) of the Securities Act of 1933 (15 
U.S.C. 77j(a)); 
(B) summary prospectuses meeting the re-
quirements of— 
(i) section 230.498 of title 17, Code of 
Federal Regulations; or 
(ii) section 230.498A of title 17, Code 
of Federal Regulations; 
(C) statements of additional information, as 
described under section 270.30e–3(h)(3) of title 
17, Code of Federal Regulations; 
(D) annual and semi-annual reports to in-
vestors meeting the requirements of section 30(e) 
of the Investment Company Act of 1940 (15 
U.S.C. 80a–29(e)); 
(E) notices meeting the requirements under 
section 270.19a–1 of title 17, Code of Federal 
Regulations; 
(F) confirmations and account statements 
meeting the requirements under section 240.10b– 
10 of title 17, Code of Federal Regulations; 
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(G) proxy statements meeting the require-
ments under section 240.14a–3 of title 17, Code 
of Federal Regulations; 
(H) privacy notices meeting the require-
ments of Regulation S–P under subpart A of 
part 248 of title 17, Code of Federal Regulations; 
(I) affiliate marketing notices meeting the 
requirements of Regulation S–AM under subpart 
B of part 248 of title 17, Code of Federal Regu-
lations; and 
(J) all other regulatory documents required 
to be delivered by covered entities to investors 
under the securities laws and the rules and regu-
lations of the Commission and the self-regulatory 
organizations. 
(5) SECURITIES
LAWS.—The term ‘‘securities 
laws’’ has the meaning given the term in section 3(a) 
of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)). 
(6) 
SELF-REGULATORY
ORGANIZATION.—The 
term ‘‘self-regulatory organization’’ means— 
(A) a self-regulatory organization, as de-
fined in section 2(a)(26) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78c(a)(26)); and 
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(B) the Municipal Securities Rulemaking 
Board. 
(7) WEBSITE.—The term ‘‘website’’ means an 
internet website or other digital, internet, or elec-
tronic-based information repository, such as a mobile 
application, to which an investor of a covered entity 
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 
to promulgate rules with respect to the electronic 
delivery of certain required disclosures, and for 
other purposes. 
DECEMBER 1, 2023 
Reported with an amendment, committed to the Com-
mittee of the Whole House on the State of the Union, 
and ordered to be printed 
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