IIB 
119TH CONGRESS 
1ST SESSION H. R. 3383 
IN THE SENATE OF THE UNITED STATES 
DECEMBER 15, 2025 
Received; read twice and referred to the Committee on Banking, Housing, and 
Urban Affairs 
AN ACT 
To amend the Investment Company Act of 1940 with respect 
to the authority of closed-end companies to invest in 
private funds. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
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SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 
(a) SHORT TITLE.—This Act may be cited as the 
‘‘Incentivizing New Ventures and Economic Strength 
Through Capital Formation Act of 2025’’ or the ‘‘IN-
VEST Act of 2025’’. 
(b) TABLE OF CONTENTS.—The table of contents for 
this Act is as follows: 
Sec. 1. Short title; table of contents. 
TITLE I—EXPANDING ACCESS TO CAPITAL FOR SMALL 
BUSINESSES 
Sec. 101. Expanding access to capital for rural job creators. 
Sec. 102. Helping angels lead our startups. 
Sec. 103. Amendment for crowdfunding capital enhancement and small-busi-
ness support. 
Sec. 104. Small business investor capital access. 
Sec. 105. Advocating for small business. 
Sec. 106. Small entity update. 
Sec. 107. Improving access to small business information. 
Sec. 108. Improving capital allocation for newcomers. 
Sec. 109. Developing and empowering our aspiring leaders. 
TITLE II—INCREASING OPPORTUNITIES FOR INVESTORS 
Sec. 201. Fair investment opportunities for professional experts. 
Sec. 202. Retirement fairness for charities and educational institutions. 
Sec. 203. Equal opportunity for all investors. 
Sec. 204. Senior Security. 
Sec. 205. Improving disclosure for investors. 
Sec. 206. Increasing investor opportunities. 
TITLE III—STRENGTHENING PUBLIC MARKETS 
Sec. 301. Encouraging local emerging ventures and economic growth. 
Sec. 302. Access to small business investor capital. 
Sec. 303. Encouraging public offerings. 
Sec. 304. Greenlighting growth. 
Sec. 305. Middle market IPO cost. 
Sec. 306. Expanding WKSI eligibility. 
Sec. 307. Enhancing multi-class share disclosures. 
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TITLE I—EXPANDING ACCESS TO 
CAPITAL FOR SMALL BUSI-
NESSES 
SEC. 101. EXPANDING ACCESS TO CAPITAL FOR RURAL JOB 
CREATORS. 
Section 4(i) of the Securities Exchange Act of 1934 
(15 U.S.C. 78d(i)) is amended— 
(1) in paragraph (4)(C), by inserting ‘‘, rural- 
area small businesses’’ after ‘‘women-owned small 
businesses’’; and 
(2) in paragraph (6)(B)(iii), by inserting ‘‘, 
rural-area small businesses’’ after ‘‘women-owned 
small businesses’’. 
SEC. 102. HELPING ANGELS LEAD OUR STARTUPS. 
(a) DEFINITIONS.—For purposes of this section and 
the revision of rules required under this section: 
(1) ANGEL
INVESTOR
GROUP.—The 
term 
‘‘angel investor group’’ means any group that— 
(A) is composed of accredited investors in-
terested in investing personal capital in early- 
stage companies; 
(B) holds regular meetings and has defined 
processes and procedures for making invest-
ment decisions, either individually or among the 
membership of the group as a whole; and 
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(C) is neither associated nor affiliated with 
brokers, dealers, or investment advisers. 
(2) ISSUER.—The term ‘‘issuer’’ means an 
issuer that is a business, is not in bankruptcy or re-
ceivership, is not an investment company, and is not 
a blank check, blind pool, or shell company. 
(b) IN GENERAL.—Not later than 6 months after the 
date of enactment of this Act, the Securities and Ex-
change Commission shall revise Regulation D (17 CFR 
230.500 et seq.) to require that in carrying out the prohi-
bition against general solicitation or general advertising 
contained in section 230.502(c) of title 17, Code of Fed-
eral Regulations, the prohibition shall not apply to a pres-
entation or other communication made by or on behalf of 
an issuer which is made at an event— 
(1) sponsored by— 
(A) the United States or any territory 
thereof, the District of Columbia, any State, a 
federally recognized Indian Tribe, a political 
subdivision of any State, territory, or federally 
recognized Indian Tribe, or any agency or pub-
lic instrumentality of any of the foregoing; 
(B) a college, university, or other institu-
tion of higher education; 
(C) a nonprofit organization; 
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(D) an angel investor group; 
(E) an incubator or accelerator; 
(F) a venture forum, venture capital asso-
ciation, or trade association, other than an as-
sociation created solely for the purpose of spon-
soring an event described under this subsection; 
or 
(G) any other group, person, or entity as 
the Securities and Exchange Commission may 
determine by rule; 
(2) that is not held in any facility that is owned 
or operated by a religious organization, other than 
an institution of higher education that is accredited 
and operated primarily for post-secondary education; 
(3) where any advertising for the event does not 
reference any specific offering of securities by the 
issuer; 
(4) the sponsor of which— 
(A) 
does 
not 
make 
investment 
rec-
ommendations or provide investment advice to 
event attendees; 
(B) does not engage in an active role in 
any investment negotiations between the issuer 
and investors attending the event; 
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(C) does not charge event attendees any 
fees other than reasonable administrative fees; 
(D) does not receive any compensation for 
making introductions between investors attend-
ing the event and issuers, or for investment ne-
gotiations between such parties; 
(E) makes readily available to attendees a 
disclosure not longer than one page in length, 
as prescribed by the Securities and Exchange 
Commission, describing the nature of the event 
and the risks of investing in the issuers pre-
senting at the event; and 
(F) does not receive any compensation 
with respect to such event that would require 
registration of the sponsor as a broker or a 
dealer under the Securities Exchange Act of 
1934, or as an investment advisor under the In-
vestment Advisers Act of 1940; and 
(5) where no specific information regarding an 
offering of securities by the issuer is communicated 
or distributed by or on behalf of the issuer, other 
than— 
(A) that the issuer is in the process of of-
fering securities or planning to offer securities; 
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(B) the type and amount of securities 
being offered; 
(C) the amount of securities being offered 
that have already been subscribed for; and 
(D) the intended use of proceeds of the of-
fering. 
(c) RULE OF CONSTRUCTION.—Subsection (b) may 
only be construed as requiring the Securities and Ex-
change Commission to amend the requirements of Regula-
tion D with respect to presentations and communications, 
and not with respect to purchases or sales. 
(d) NO PRE-EXISTING SUBSTANTIVE RELATIONSHIP 
BY REASON
OF EVENT.—Attendance at an event de-
scribed under subsection (b) shall not qualify, by itself, 
as establishing a pre-existing substantive relationship be-
tween an issuer and a purchaser, for purposes of Rule 
506(b). 
SEC. 103. AMENDMENT FOR CROWDFUNDING CAPITAL EN-
HANCEMENT 
AND 
SMALL-BUSINESS 
SUP-
PORT. 
(a) IN GENERAL.—Section 4A of the Securities Act 
of 1933 (15 U.S.C. 77d–1) is amended— 
(1) 
in 
subsection 
(b)(1)(D), 
by 
striking 
‘‘$100,000’’ each place such term appears and in-
serting ‘‘$250,000’’; and 
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(2) by adding at the end the following: 
‘‘(i) DISCRETION TO ADJUST AMOUNT.—The Com-
mission may increase the amount specified in subsections 
(b)(1)(D)(i) and (b)(1)(D)(ii) from $250,000 to an 
amount not greater than $400,000 upon the recommenda-
tion of the Office of the Advocate for Small Business Cap-
ital Formation and the Office of the Investor Advocate.’’. 
(b) TECHNICAL CORRECTIONS.—The Securities Act 
of 1933 (15 U.S.C. 77a et seq.) is amended— 
(1) in section 4A— 
(A) by striking ‘‘section 4(6)’’ each place 
such term appears and inserting ‘‘section 
4(a)(6)’’; and 
(B) by striking ‘‘section 4(6)(B)’’ each 
place such term appears and inserting ‘‘section 
4(a)(6)(B)’’; 
(2) in section 16(f)(3), by striking ‘‘section 
4(2)’’ and inserting ‘‘section 4(a)(2)’’; and 
(3) in section 18— 
(A) in subsection (b)(4)— 
(i) in subparagraph (B), by striking 
‘‘section 4(4)’’ and inserting ‘‘section 
4(a)(4)’’; 
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(ii) in subparagraph (C), by striking 
‘‘section 4(6)’’ and inserting ‘‘section 
4(a)(6)’’; and 
(iii) in subparagraph (F), by striking 
‘‘section 4(2)’’ each place such term ap-
pears and inserting ‘‘section 4(a)(2)’’; and 
(B) in subsection (c)(1)(B), by striking 
‘‘section 4(6)’’ and inserting ‘‘section 4(a)(6)’’; 
SEC. 104. SMALL BUSINESS INVESTOR CAPITAL ACCESS. 
Section 203(m) of the Investment Advisers Act of 
1940 (15 U.S.C. 80b–3(m)) is amended— 
(1) 
in 
paragraph 
(1), 
by 
striking 
‘‘$150,000,000’’ and inserting ‘‘$175,000,000’’; and 
(2) by adding at the end the following: 
‘‘(5) INFLATION ADJUSTMENT.—The Commis-
sion shall, every 5 years, adjust the dollar amount 
described under paragraph (1) to reflect the change 
in the Consumer Price Index for All Urban Con-
sumers published by the Bureau of Labor Statistics 
of the Department of Labor, and round such dollar 
amount to the nearest multiple of $1,000,000.’’. 
SEC. 105. ADVOCATING FOR SMALL BUSINESS. 
Section 4 of the Securities Exchange Act of 1934 (15 
U.S.C. 78d) is amended by adding at the end the fol-
lowing: 
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‘‘(k) OFFICES OF SMALL BUSINESS.—The Commis-
sion shall ensure that, within each of the Division of Cor-
poration Finance, the Division of Investment Manage-
ment, and the Division of Trading and Markets, an Office 
of Small Business is established that shall coordinate with 
the Office of the Advocate for Small Business Capital For-
mation on rules and policy priorities related to capital for-
mation. This subsection may not be construed to authorize 
expenditures for additional full-time equivalent employ-
ees.’’. 
SEC. 106. SMALL ENTITY UPDATE. 
(a) DEFINITIONS.—In this section— 
(1) the term ‘‘Commission’’ means the Securi-
ties and Exchange Commission; and 
(2) the term ‘‘small entity’’— 
(A) has the meaning given the term in sec-
tion 601 of title 5, United States Code, with re-
spect to the activities of the Commission; and 
(B) includes any definition established by 
the Commission of the term ‘‘small business’’, 
‘‘small organization’’, ‘‘small governmental ju-
risdiction’’, or ‘‘small entity’’ under paragraph 
(3), (4), (5), or (6), respectively, of section 601 
of title 5, United States Code, with respect to 
the activities of the Commission. 
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(b) STUDIES AND REPORTS.—Not later than 1 year 
after the date of enactment of this Act, and again 5 years 
thereafter, the Commission shall— 
(1) conduct a study of the definition of the 
term ‘‘small entity’’ with respect to the activities of 
the Commission for the purposes of chapter 6 of 
title 5, United States Code, which shall consider— 
(A) the extent to which the definition of 
the term ‘‘small entity’’, as in effect during the 
period in which the study is conducted, aligns 
with the findings and declarations made under 
section 2(a) of the Regulatory Flexibility Act (5 
U.S.C. 601 note); 
(B) the amount by which financial markets 
in the United States have grown since the last 
time the Commission amended the definition of 
the term ‘‘small entity’’, if applicable; and 
(C) how the Commission should define the 
term ‘‘small entity’’ to ensure that the entities 
that would fall under that definition be appro-
priately considered a ‘‘small entity’’ consistent 
with subparagraphs (A) and (B); and 
(2) submit to Congress a report that includes— 
(A) the results of the applicable study con-
ducted under paragraph (1); and 
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(B) specific and detailed recommendations 
on the ways in which the Commission could 
amend the definition of the term ‘‘small entity’’ 
to— 
(i) be consistent with the results de-
scribed in subparagraph (A); and 
(ii) expand the number of entities cov-
ered by such definition. 
(c) PROPOSED
RULE
REVISIONS
IN
LIEU
OF 
STUDY.— 
(1) INITIAL STUDY.—The Commission may sat-
isfy the requirement to conduct the first study de-
scribed in subsection (b)(1) and submit the associ-
ated report described in subsection (b)(2) by, within 
1 year of the date of enactment of this Act, pro-
posing revisions to the rules of the Commission re-
lating to the term ‘‘small entity’’ in consideration of 
subparagraphs (A), (B), and (C) of subsection 
(b)(1). 
(2) SECOND
STUDY.—The Commission may 
satisfy the requirement to conduct the second study 
described in subsection (b)(1) and submit the associ-
ated report described in subsection (b)(2) by, no 
sooner than 5 years and no later than 6 years after 
the date of enactment of this Act, proposing revi-
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sions to the rules of the Commission relating to the 
term ‘‘small entity’’ in consideration of subpara-
graphs (A), (B), and (C) of subsection (b)(1). 
(d) RULEMAKING.—Concurrently with, or after the 
completion of, each study required under subsection (b), 
the Commission shall, subject to public notice and com-
ment, revise the rules of the Commission consistent with 
the results of such study. 
(e) INFLATION ADJUSTMENTS.—After the Commis-
sion issues the final rule revisions required under sub-
section (c), and every 5 years thereafter, the Commission 
shall adjust any dollar figures under the definition of small 
entity established by the Commission to reflect the change 
in the Consumer Price Index for All Urban Consumers 
published by the Bureau of Labor Statistics of the Depart-
ment of Labor. 
SEC. 107. IMPROVING ACCESS TO SMALL BUSINESS INFOR-
MATION. 
Section 4(i) of the Securities Exchange Act of 1934 
(15 U.S.C. 78d(i)) is amended by adding at the end the 
following: 
‘‘(10) PRESERVATION
OF
INFORMATION
COL-
LECTION BURDEN REVIEW.— 
‘‘(A) IN GENERAL.—Actions taken by the 
Advocate for Small Business Capital Formation 
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under this subsection shall not be a ‘collection 
of information’ for purposes of subchapter I of 
chapter 35 of title 44, United States Code 
(commonly known as the ‘Paperwork Reduction 
Act’). 
‘‘(B) EXCEPTIONS.—Notwithstanding sub-
paragraph (A), the requirements under sub-
sections (c)(1), (c)(4), and (i) of section 3506 
of title 44, United States Code, and section 
3507(a)(1)(A) of such title shall apply to ac-
tions taken by the Advocate for Small Business 
Capital Formation under this subsection, except 
that the Commission shall not be required— 
‘‘(i) to submit a collection of informa-
tion by the Advocate to the Director of the 
Office of Management and Budget, as ref-
erenced under section 3506(c)(1)(A) of 
such title; 
‘‘(ii) to display a control number on a 
collection of information by the Advocate, 
as 
described 
under 
section 
3506(c)(1)(B)(i) of such title (or to inform 
a person receiving a collection of informa-
tion from the Advocate that the collection 
of information needs to display a control 
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number, 
as 
described 
under 
section 
3506(c)(1)(B)(iii)(V) of such title); or 
‘‘(iii) to indicate a collection of infor-
mation by the Advocate is in accordance 
with the clearance requirements of section 
3507 of such title, as described under sec-
tion 3506(c)(1)(B)(ii) of such title.’’. 
SEC. 108. IMPROVING CAPITAL ALLOCATION FOR NEW-
COMERS. 
(a) QUALIFYING VENTURE CAPITAL FUNDS.—Sec-
tion 3(c)(1) of the Investment Company Act of 1940 (15 
U.S.C. 80a–3(c)(1)) is amended— 
(1) in the matter preceding subparagraph (A), 
by striking ‘‘250 persons’’ and inserting ‘‘500 per-
sons’’; and 
(2) in subparagraph (C)(i)— 
(A) by striking ‘‘$10,000,000’’ and insert-
ing ‘‘$50,000,000’’; and 
(B) by striking ‘‘beginning from a meas-
urement made by the Commission on a date se-
lected by the Commission’’ and inserting ‘‘be-
ginning from a measurement made on the date 
of the enactment of the INVEST Act of 2025’’. 
(b) STUDY AND RULEMAKING.— 
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(1) IN GENERAL.—Beginning 5 years after the 
date of enactment of this Act, the Advocate for 
Small Business Capital Formation, in consultation 
with the Investor Advocate, shall conduct a study on 
the effect of the amendments made by subsection (a) 
on the businesses and startup entities in which 
qualifying venture capital funds invest, specifically 
including, with respect to such businesses and start-
up entities, changes or trends relating to— 
(A) the geographic distribution of capital 
to portfolio companies; 
(B) the socio-economic characteristics of 
founders or controlling persons; 
(C) the veteran status of founders or con-
trolling persons; 
(D) the industry sector, size, stage of de-
velopment, and related details; and 
(E) other factors or metrics determined by 
the Advocate for Small Business Capital For-
mation. 
(2) AUTHORITIES
RELATED
TO
REQUIRED 
STUDY.—For purposes of conducting the study re-
quired by paragraph (1), the Advocate for Small 
Business Capital Formation and the Investor Advo-
cate shall have the authority to— 
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(A) obtain from the Securities and Ex-
change Commission (in this section referred to 
as the ‘‘Commission’’) and utilize any data or 
information necessary to carry out the study; 
(B) request and receive assistance from 
any division or office of the Commission, includ-
ing the Division of Economic and Risk Anal-
ysis; and 
(C) enter into agreements with third par-
ties to assist in data analysis. 
(3) REPORT.—The Advocate for Small Business 
Capital Formation shall issue a report to the Con-
gress containing all findings and determinations 
made in carrying out the study required in para-
graph (1), and make such report available to the 
public on the website of the Commission. 
(4) PUBLIC
COMMENT.—During the 180-day 
period beginning on the date the report is issued 
under paragraph (3), the Commission shall solicit 
feedback from the public on the findings and deter-
minations contained in the report. 
(5) RULEMAKING.— 
(A) IN
GENERAL.—The Commission, in 
consultation with the Investor Advocate and the 
Advocate for Small Business Capital Forma-
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tion, may, after considering all comments re-
ceived under paragraph (3) and only if the 
Commission determines in such report that the 
amendments made by subsection (a) have had 
a demonstrable effect on increasing the geo-
graphic distribution of capital to portfolio com-
panies, increasing the variety of the socio-eco-
nomic characteristics of founders or controlling 
persons, or increasing the number of founders 
or controlling persons who are veterans, issue 
rules to— 
(i) increase or decrease the 500 per-
son threshold described in the matter pre-
ceding subparagraph (A) of section 3(c)(1) 
of the Investment Company Act of 1940, 
but such threshold may not exceed 750 
persons or be reduced below 250 persons; 
and 
(ii) 
increase 
or 
decrease 
the 
$50,000,000 
dollar 
figure 
in 
section 
3(c)(1)(C)(i) of the Investment Company 
Act of 1940, but such dollar figure may 
not exceed $100,000,000 or be reduced 
below $10,000,000. 
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(B) DEADLINE
FOR
RULEMAKING.—The 
rulemaking authority in subparagraph (A) only 
applies to a rule with respect to which the pro-
posed rule was issued during the 180-day pe-
riod beginning at the end of the public comment 
period described in paragraph (4). 
(C) NO EFFECT ON INFLATION ADJUST-
MENTS.—A rule issued under this subsection 
shall have no effect on the requirement under 
clause (i) of section 3(c)(1)(C) of the Invest-
ment Company Act of 1940 (15 U.S.C. 80a– 
3(c)(1)(C)) to index the first dollar amount in 
such clause for inflation. 
SEC. 109. DEVELOPING AND EMPOWERING OUR ASPIRING 
LEADERS. 
Not later than the end of the 180-day period begin-
ning on the date of the enactment of this Act, the Securi-
ties and Exchange Commission shall— 
(1) revise the definition of a qualifying invest-
ment under paragraph (c) of section 275.203(l)–1 of 
title 17, Code of Federal Regulations— 
(A) to include an equity security issued by 
a qualifying portfolio company, whether ac-
quired directly from the company or in a sec-
ondary acquisition; and 
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(B) to specify that an investment in an-
other venture capital fund (as defined in para-
graph (a) section 275.203(l)–1 of title 17, Code 
of Federal Regulations) is a qualifying invest-
ment under such definition; and 
(2) revise paragraph (a) of such section to re-
quire, as a condition of a private fund qualifying as 
a venture capital fund under such paragraph, that, 
immediately after the acquisition of any asset, such 
fund holds no more than 49 percent of the amount 
of the fund’s aggregate capital contributions and 
uncalled committed capital (excluding short-term 
holdings) in— 
(A) one or more venture capital funds; or 
(B) qualifying investments acquired in a 
secondary acquisition, valued at cost or fair 
value, consistently applied by the fund. 
TITLE II—INCREASING OPPOR-
TUNITIES FOR INVESTORS 
SEC. 201. FAIR INVESTMENT OPPORTUNITIES FOR PROFES-
SIONAL EXPERTS. 
(a) IN GENERAL.—Section 2(a)(15) of the Securities 
Act of 1933 (15 U.S.C. 77b(a)(15)) is amended— 
(1) by redesignating subparagraphs (i) and (ii) 
as subparagraphs (A) and (F), respectively; and 
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(2) in subparagraph (A) (as so redesignated), 
by striking ‘‘; or’’ and inserting a semicolon, and in-
serting after such subparagraph the following: 
‘‘(B) with respect to a proposed sale of a 
security, any natural person whose individual 
net worth, or joint net worth with that person’s 
spouse or spousal equivalent, at the time of 
such sale, exceeds $1,000,000 (which amount, 
along with the amounts set forth in subpara-
graph (C), shall be adjusted for inflation by the 
Commission every 5 years to the nearest 
$10,000 to reflect the change in the Consumer 
Price Index for All Urban Consumers published 
by the Bureau of Labor Statistics) where, for 
purposes of calculating net worth under this 
subparagraph— 
‘‘(i) the person’s primary residence 
shall not be included as an asset; 
‘‘(ii) indebtedness that is secured by 
the person’s primary residence, up to the 
estimated fair market value of the primary 
residence at the time of such sale, shall not 
be included as a liability (except that if the 
amount of such indebtedness outstanding 
at the time of such sale exceeds the 
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amount outstanding 60 days before such 
time, other than as a result of the acquisi-
tion of the primary residence, the amount 
of such excess shall be included as a liabil-
ity); and 
‘‘(iii) indebtedness that is secured by 
the person’s primary residence in excess of 
the estimated fair market value of the pri-
mary residence at the time of such sale 
shall be included as a liability; 
‘‘(C) any natural person who had an indi-
vidual income in excess of $200,000 in each of 
the 2 most recent years or joint income with 
that person’s spouse or spousal equivalent in 
excess of $300,000 in each of those years and 
has a reasonable expectation of reaching the 
same income level in the current year; 
‘‘(D) any natural person who is— 
‘‘(i) currently licensed or registered as 
a broker or investment adviser by the 
Commission, a self-regulatory organization 
(as defined in section 3(a) of the Securities 
Exchange Act of 1934), or the securities 
division of a State, the District of Colum-
bia, or a territory of the United States or 
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the equivalent division responsible for li-
censing or registration of individuals in 
connection with securities activities; and 
‘‘(ii) in good standing with respect to 
such license or registration; 
‘‘(E) any natural person the Commission 
determines, by regulation, to have demonstrable 
education or job experience to qualify such per-
son as having professional knowledge of a sub-
ject related to a particular investment, and 
whose education or job experience is verified by 
a self-regulatory organization (as defined in sec-
tion 3(a) of the Securities Exchange Act of 
1934); or’’. 
(b) RULEMAKING.—Not later than 180 days after the 
date of enactment of this Act, the Securities and Ex-
change Commission shall revise the definition of accred-
ited investor under Regulation D (17 CFR 230.500 et 
seq.) to conform with the amendments made by subsection 
(a). 
SEC. 202. RETIREMENT FAIRNESS FOR CHARITIES AND 
EDUCATIONAL INSTITUTIONS. 
(a) AMENDMENTS TO THE INVESTMENT COMPANY 
ACT OF 1940.—Section 3(c)(11) of the Investment Com-
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pany Act of 1940 (15 U.S.C. 80a–3(c)(11)) is amended 
to read as follows: 
‘‘(11) Any— 
‘‘(A) employee’s stock bonus, pension, or 
profit-sharing trust which meets the require-
ments for qualification under section 401 of the 
Internal Revenue Code of 1986; 
‘‘(B) custodial account meeting the re-
quirements of section 403(b)(7) of such Code; 
‘‘(C) governmental plan described in sec-
tion 3(a)(2)(C) of the Securities Act of 1933 
(15 U.S.C. 77c(a)(2)(C)); 
‘‘(D) collective trust fund maintained by a 
bank consisting solely of assets of one or 
more— 
‘‘(i) trusts described in subparagraph 
(A); 
‘‘(ii) governmental plans described in 
subparagraph (C); 
‘‘(iii) church plans, companies, or ac-
counts that are excluded from the defini-
tion of an investment company under para-
graph (14) of this subsection; or 
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‘‘(iv) plans which meet the require-
ments of section 403(b) of the Internal 
Revenue Code of 1986— 
‘‘(I) if— 
‘‘(aa) such plan is subject to 
title I of the Employee Retire-
ment Income Security Act of 
1974 (29 U.S.C. 1001 et seq.); 
‘‘(bb) any employer making 
such plan available agrees to 
serve as a fiduciary for the plan 
with respect to the selection of 
the plan’s investments among 
which participants can choose; or 
‘‘(cc) such plan is a govern-
mental plan (as defined in sec-
tion 414(d) of such Code); and 
‘‘(II) if the employer, a fiduciary 
of the plan, or another person acting 
on behalf of the employer reviews and 
approves each investment alternative 
offered under such plan described 
under subclause (I)(cc) prior to the 
investment being offered to partici-
pants in the plan; or 
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‘‘(E) separate account the assets of which 
are derived solely from— 
‘‘(i) contributions under pension or 
profit-sharing plans which meet the re-
quirements of section 401 of the Internal 
Revenue Code of 1986 or the requirements 
for deduction of the employer’s contribu-
tion under section 404(a)(2) of such Code; 
‘‘(ii) 
contributions 
under 
govern-
mental plans in connection with which in-
terests, participations, or securities are ex-
empted from the registration provisions of 
section 5 of the Securities Act of 1933 (15 
U.S.C. 77e) by section 3(a)(2)(C) of such 
Act (15 U.S.C. 77c(a)(2)(C)); 
‘‘(iii) advances made by an insurance 
company in connection with the operation 
of such separate account; and 
‘‘(iv) contributions to a plan described 
in clause (iii) or (iv) of subparagraph 
(D).’’. 
(b) AMENDMENTS
TO
THE SECURITIES ACT
OF 
1933.—Section 3(a)(2) of the Securities Act of 1933 (15 
U.S.C. 77c(a)(2)) is amended— 
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(1) by striking ‘‘beneficiaries, or (D)’’ and in-
serting ‘‘beneficiaries, (D) a plan which meets the 
requirements of section 403(b) of such Code (i) if 
(I) such plan is subject to title I of the Employee 
Retirement Income Security Act of 1974 (29 U.S.C. 
1001 et seq.), (II) any employer making such plan 
available agrees to serve as a fiduciary for the plan 
with respect to the selection of the plan’s invest-
ments among which participants can choose, or (III) 
such plan is a governmental plan (as defined in sec-
tion 414(d) of such Code), and (ii) if the employer, 
a fiduciary of the plan, or another person acting on 
behalf of the employer reviews and approves each in-
vestment alternative offered under any plan de-
scribed under clause (i)(III) prior to the investment 
being offered to participants in the plan, or (E)’’; 
(2) by striking ‘‘(C), or (D)’’ and inserting 
‘‘(C), (D), or (E)’’; and 
(3) by striking ‘‘(iii) which is a plan funded’’ 
and all that follows through ‘‘retirement income ac-
count).’’ and inserting ‘‘(iii) in the case of a plan not 
described in subparagraph (D) or (E), which is a 
plan funded by an annuity contract described in sec-
tion 403(b) of such Code’’. 
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(c) AMENDMENTS TO THE SECURITIES EXCHANGE 
ACT OF 1934.—Section 3(a)(12)(C) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78c(a)(12)(C)) is amend-
ed— 
(1) by striking ‘‘or (iv)’’ and inserting ‘‘(iv) a 
plan which meets the requirements of section 403(b) 
of such Code (I) if (aa) such plan is subject to title 
I of the Employee Retirement Income Security Act 
of 1974 (29 U.S.C. 1001 et seq.), (bb) any employer 
making such plan available agrees to serve as a fidu-
ciary for the plan with respect to the selection of the 
plan’s investments among which participants can 
choose, or (cc) such plan is a governmental plan (as 
defined in section 414(d) of such Code), and (II) if 
the employer, a fiduciary of the plan, or another per-
son acting on behalf of the employer reviews and ap-
proves each investment alternative offered under any 
plan described under subclause (I)(cc) prior to the 
investment being offered to participants in the plan, 
or (v)’’; 
(2) by striking ‘‘(ii), or (iii)’’ and inserting 
‘‘(ii), (iii), or (iv)’’; and 
(3) by striking ‘‘(II) is a plan funded’’ and in-
serting ‘‘(II) in the case of a plan not described in 
clause (iv), is a plan funded’’. 
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(d) CONFORMING AMENDMENT TO THE SECURITIES 
EXCHANGE ACT OF 1934.—Section 12(g)(2)(H) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78l(g)(2)(H)) 
is amended by striking ‘‘or (iii)’’ and inserting ‘‘(iii) a plan 
described in section 3(a)(12)(C)(iv) of this Act, or (iv)’’. 
SEC. 203. EQUAL OPPORTUNITY FOR ALL INVESTORS. 
(a) IN GENERAL.—The Commission shall revise the 
definition of ‘‘accredited investor’’ under Regulation D 
(section 230.500 et seq. of title 17, Code of Federal Regu-
lations) to include any natural person who is certified 
through the examination required under subsection (b). 
(b) ESTABLISHMENT OF EXAMINATION.—Not later 
than 1 year after the date of the enactment of this Act, 
the Commission shall establish an examination (including 
a test, certification, or examination program)— 
(1) to certify an individual as an accredited in-
vestor; and 
(2) that— 
(A) is designed with an appropriate level of 
difficulty such that an individual with financial 
sophistication would be unlikely to fail; and 
(B) includes methods to determine whether 
an individual seeking to be certified as an ac-
credited investor demonstrates competency with 
respect to— 
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(i) the different types of securities; 
(ii) the disclosure requirements under 
the securities laws applicable to issuers 
and offerings of securities exempt from 
registration under section 5 of the Securi-
ties Act of 1933 as compared to issuers 
and offerings of securities subject to such 
section 5; 
(iii) corporate governance; 
(iv) financial statements and the com-
ponents of such statements; 
(v) aspects of unregistered securities, 
securities issued by private companies, and 
investments into private funds, including 
risks associated with— 
(I) limited liquidity; 
(II) limited disclosures; 
(III) subjectivity and variability 
in valuations and the analytical tools 
investors may use to assess such valu-
ations; 
(IV) information asymmetry; 
(V) leverage risks; 
(VI) concentration risk; and 
(VII) longer investment horizons; 
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(vi) potential conflicts of interest, 
when the interests of financial profes-
sionals and their clients are misaligned or 
when their professional responsibilities may 
be in conflict with financial motivations; 
and 
(vii) such other criteria as the Com-
mission determines necessary or appro-
priate in the public interest or for the pro-
tection of investors. 
(c) ADMINISTRATION.—Beginning not later than 180 
days after the date the examination is established under 
subsection (b), such examination shall be administered 
and offered free of charge to the public by a registered 
national securities association under section 15A of the 
Securities Exchange Act of 1934 (15 U.S.C. 78o–3). 
(d) COMMISSION DEFINED.—In this section, the term 
‘‘Commission’’ means the Securities and Exchange Com-
mission. 
SEC. 204. SENIOR SECURITY. 
(a) SENIOR INVESTOR TASKFORCE.—Section 4 of the 
Securities Exchange Act of 1934 (15 U.S.C. 78d), as 
amended by section 105 is further amended by adding at 
the end the following: 
‘‘(l) SENIOR INVESTOR TASKFORCE.— 
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‘‘(1) ESTABLISHMENT.—There is established 
within 
the 
Commission 
the 
Senior 
Investor 
Taskforce (in this subsection referred to as the 
‘Taskforce’). 
‘‘(2) DIRECTOR
OF
THE
TASKFORCE.—The 
head of the Taskforce shall be the Director, who 
shall— 
‘‘(A) report directly to the Chairman; and 
‘‘(B) be appointed by the Chairman, in 
consultation with the Commission, from among 
individuals— 
‘‘(i) currently employed by the Com-
mission or from outside of the Commis-
sion; and 
‘‘(ii) having experience in advocating 
for the interests of senior investors. 
‘‘(3) STAFFING.—The Chairman shall ensure 
that— 
‘‘(A) the Taskforce is staffed sufficiently to 
carry out fully the requirements of this sub-
section; and 
‘‘(B) such staff shall include individuals 
from the Division of Enforcement, Office of 
Compliance Inspections and Examinations, and 
Office of Investor Education and Advocacy. 
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‘‘(4) NO
COMPENSATION
FOR
MEMBERS
OF 
TASKFORCE.—All members of the Taskforce ap-
pointed under paragraph (2) or (3) shall serve with-
out compensation in addition to that received for 
their services as officers or employees of the United 
States. 
‘‘(5) MINIMIZING DUPLICATION OF EFFORTS.— 
In organizing and staffing the Taskforce, the Chair-
man shall take such actions as may be necessary to 
minimize the duplication of efforts within the divi-
sions and offices described under paragraph (3)(B) 
and any other divisions, offices, or taskforces of the 
Commission. 
‘‘(6) FUNCTIONS
OF
THE
TASKFORCE.—The 
Taskforce shall— 
‘‘(A) identify challenges that senior inves-
tors encounter, including problems associated 
with financial exploitation and cognitive decline; 
‘‘(B) identify areas in which senior inves-
tors would benefit from changes in the regula-
tions of the Commission or the rules of self-reg-
ulatory organizations; 
‘‘(C) coordinate, as appropriate, with other 
offices within the Commission, other taskforces 
that may be established within the Commission, 
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self-regulatory organizations, and the Elder 
Justice Coordinating Council; and 
‘‘(D) consult, as appropriate, with State 
securities and law enforcement authorities, 
State insurance regulators, and other Federal 
agencies. 
‘‘(7) REPORT.—The Taskforce, in coordination, 
as appropriate, with the Office of the Investor Advo-
cate and self-regulatory organizations, and in con-
sultation, as appropriate, with State securities and 
law enforcement authorities, State insurance regu-
lators, and Federal agencies, shall issue a report 
every 2 years to the Committee on Banking, Hous-
ing, and Urban Affairs and the Special Committee 
on Aging of the Senate and the Committee on Fi-
nancial Services of the House of Representatives, the 
first of which shall not be issued until after the re-
port described in section 3 of the National Senior 
Investor Initiative Act of 2025 has been issued and 
considered by the Taskforce, containing— 
‘‘(A) appropriate statistical information 
and full and substantive analysis; 
‘‘(B) a summary of recent trends and inno-
vations that have impacted the investment land-
scape for senior investors; 
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‘‘(C) a summary of regulatory initiatives 
that have concentrated on senior investors and 
industry practices related to senior investors; 
‘‘(D) key observations, best practices, and 
areas needing improvement, involving senior in-
vestors identified during examinations, enforce-
ment actions, and investor education outreach; 
‘‘(E) a summary of the most serious issues 
encountered by senior investors, including 
issues involving financial products and services; 
‘‘(F) an analysis with regard to existing 
policies and procedures of brokers, dealers, in-
vestment advisers, and other market partici-
pants related to senior investors and senior in-
vestor-related topics and whether these policies 
and procedures need to be further developed or 
refined; 
‘‘(G) recommendations for such changes to 
the regulations, guidance, and orders of the 
Commission and self-regulatory organizations 
and such legislative actions as may be appro-
priate to resolve problems encountered by senior 
investors; and 
‘‘(H) any other information, as determined 
appropriate by the Director of the Taskforce. 
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‘‘(8) REQUEST FOR REPORTS.—The Taskforce 
shall make any report issued under paragraph (7) 
available to a Member of Congress who requests 
such a report. 
‘‘(9) SUNSET.—The Taskforce shall terminate 
after the end of the 10-year period beginning on the 
date of the enactment of this subsection. 
‘‘(10) SENIOR
INVESTOR
DEFINED.—In this 
subsection, the term ‘senior investor’ means an in-
vestor over the age of 65. 
‘‘(11) USE OF EXISTING FUNDS.—The Commis-
sion shall use existing funds to carry out this sub-
section.’’. 
(b) GAO STUDY.— 
(1) STUDY.—Not later than 2 years after the 
date of enactment of this Act, the Comptroller Gen-
eral of the United States shall submit to Congress 
and the Senior Investor Taskforce the results of a 
study of financial exploitation of senior citizens. 
(2) CONTENTS.—The study required under 
paragraph (1) shall include information with respect 
to— 
(A) economic costs of the financial exploi-
tation of senior citizens— 
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(i) associated with losses by victims 
that were incurred as a result of the finan-
cial exploitation of senior citizens; 
(ii) incurred by State and Federal 
agencies, law enforcement and investiga-
tory agencies, public benefit programs, 
public health programs, and other public 
programs as a result of the financial ex-
ploitation of senior citizens; 
(iii) incurred by the private sector as 
a result of the financial exploitation of sen-
ior citizens; and 
(iv) any other relevant costs that— 
(I) result from the financial ex-
ploitation of senior citizens; and 
(II) the Comptroller General de-
termines are necessary and appro-
priate to include in order to provide 
Congress and the public with a full 
and accurate understanding of the 
economic costs resulting from the fi-
nancial exploitation of senior citizens 
in the United States; 
(B) frequency of senior financial exploi-
tation and correlated or contributing factors— 
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(i) information about percentage of 
senior citizens financially exploited each 
year; and 
(ii) information about factors contrib-
uting to increased risk of exploitation, in-
cluding such factors as race, social isola-
tion, income, net worth, religion, region, 
occupation, education, home-ownership, ill-
ness, and loss of spouse; and 
(C) policy responses and reporting of sen-
ior financial exploitation— 
(i) the degree to which financial ex-
ploitation of senior citizens unreported to 
authorities; 
(ii) the reasons that financial exploi-
tation may be unreported to authorities; 
(iii) to the extent that suspected elder 
financial exploitation is currently being re-
ported— 
(I) information regarding which 
Federal, State, and local agencies are 
receiving reports, including adult pro-
tective services, law enforcement, in-
dustry, regulators, and professional li-
censing boards; 
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(II) information regarding what 
information is being collected by such 
agencies; and 
(III) information regarding the 
actions that are taken by such agen-
cies upon receipt of the report and 
any limits on the agencies’ ability to 
prevent exploitation, such as jurisdic-
tional limits, a lack of expertise, re-
source challenges, or limiting criteria 
with regard to the types of victims 
they are permitted to serve; 
(iv) an analysis of gaps that may exist 
in empowering Federal, State, and local 
agencies to prevent senior exploitation or 
respond effectively to suspected senior fi-
nancial exploitation; and 
(v) an analysis of the legal hurdles 
that prevent Federal, State, and local 
agencies from effectively partnering with 
each other and private professionals to ef-
fectively respond to senior financial exploi-
tation. 
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(3) SENIOR
CITIZEN
DEFINED.—In this sub-
section, the term ‘‘senior citizen’’ means an indi-
vidual over the age of 65. 
SEC. 205. IMPROVING DISCLOSURE FOR INVESTORS. 
(a) PROMULGATION OF RULES.—Not later than 180 
days after the date of the enactment of this section, the 
Securities 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, regula-
tions, 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; 
(B) a transition period not to exceed 180 
days until such regulatory documents are deliv-
ered to such investors by electronic delivery; 
and 
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(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 regu-
latory 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 (g)(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. 
(7) For covered entities other than brokers, 
dealers, investment advisers registered with the 
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Commission, and investment companies, require 
measures reasonably designed to ensure the con-
fidentiality of personal information in regulatory 
documents that are delivered to investors electroni-
cally. 
(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 
accordance with this section. 
(d) RULE OF CONSTRUCTION.—Nothing in this sec-
tion 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 re-
quired under subsection (a) before the date specified in 
such subsection— 
(1) a covered entity may deliver regulatory doc-
uments using electronic delivery in accordance with 
subsections (b) and (c); 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 
delivery 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 require-
ment to deliver a regulatory document ‘‘in writ-
ing’’ 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 
regulations of the self-regulatory organization, con-
sistent with this section and consistent with rules, 
regulations, amendments, or interpretations finalized 
by the Commission 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 paper 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 en-
tity’’ 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 
defined in section 2(a) of the Investment Com-
pany Act of 1940 (15 U.S.C. 80a–2(a))) that 
has elected to be regulated as such under such 
Act; 
(C) a registered broker or dealer (as such 
terms are defined, respectively, in paragraphs 
(4) and (5) of section 3(a) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78c(a))); 
(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 such 
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terms are defined, respectively, in paragraphs 
(43) and (44) of section 3(a) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c(a))); 
(F) a registered investment adviser (as de-
fined in section 202(a)(11) of the Investment 
Advisers 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))). 
(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 inves-
tor; 
(B) the posting of such regulatory docu-
ment to a website, and direct delivery of an ap-
propriate notice of the availability of the regu-
latory document to an electronic address of the 
investor; or 
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(C) any other electronic method reasonably 
designed to ensure receipt of such regulatory 
document by the investor. 
(4) 
REGULATORY
DOCUMENTS.—The 
term 
‘‘regulatory 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)(2) 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; 
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