421 
‘‘(i) securities of an early-stage, 
growth company that are exempt from reg-
istration pursuant to section 3(b) of the 
Securities Act of 1933; and 
‘‘(ii) securities of an emerging growth 
company.’’. 
(b) SECURITIES ACT OF 1933.—Section 18(b)(1) of 
the Securities Act of 1933 (15 U.S.C. 77r(b)(1)) is 
amended— 
(1) in subparagraph (B), by striking ‘‘or’’ at 
the end; 
(2) in subparagraph (C), by striking the period 
and inserting ‘‘; or’’; and 
(3) by adding at the end the following: 
‘‘(D) a venture security, as defined under 
section 6(m)(5) of the Securities Exchange Act 
of 1934.’’. 
(c) SENSE OF CONGRESS.—It is the sense of the Con-
gress that the Securities and Exchange Commission 
should— 
(1) when necessary or appropriate in the public 
interest and consistent with the protection of inves-
tors, make use of the Commission’s general exemp-
tive authority under section 36 of the Securities Ex-
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change Act of 1934 (15 U.S.C. 78mm) with respect 
to the provisions added by this section; and 
(2) if the Commission determines appropriate, 
create an Office of Venture Exchanges within the 
Commission’s Division of Trading and Markets. 
(d) RULE OF CONSTRUCTION.—Nothing in this sec-
tion or the amendments made by this section shall be con-
strued to impair or limit the construction of the antifraud 
provisions of the securities laws (as defined in section 3(a) 
of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a))) or the authority of the Securities and Exchange 
Commission under those provisions. 
(e) EFFECTIVE DATE FOR TIERS OF EXISTING NA-
TIONAL SECURITIES EXCHANGES.—In the case of a secu-
rities exchange that is registered as a national securities 
exchange under section 6 of the Securities Exchange Act 
of 1934 (15 U.S.C. 78f) on the date of the enactment of 
this Act, any election for a listing tier of such exchange 
to be treated as a venture exchange under subsection (m) 
of such section shall not take effect before the date that 
is 180 days after such date of enactment. 
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Subtitle M—Micro Offering Safe 
Harbor 
SEC. 1061. EXEMPTIONS FOR MICRO-OFFERINGS. 
(a) IN GENERAL.—Section 4 of the Securities Act of 
1933 (15 U.S.C. 77d) is amended— 
(1) in subsection (a), by adding at the end the 
following: 
‘‘(8) transactions meeting the requirements of 
subsection (f).’’; and 
(2) by adding at the end the following: 
‘‘(f) CERTAIN MICRO-OFFERINGS.—The transactions 
referred to in subsection (a)(8) are transactions involving 
the sale of securities by an issuer (including all entities 
controlled by or under common control with the issuer) 
that meet all of the following requirements: 
‘‘(1) PRE-EXISTING RELATIONSHIP.—Each pur-
chaser has a substantive pre-existing relationship 
with an officer of the issuer, a director of the issuer, 
or a shareholder holding 10 percent or more of the 
shares of the issuer. 
‘‘(2) 35 OR FEWER PURCHASERS.—There are 
no more than, or the issuer reasonably believes that 
there are no more than, 35 purchasers of securities 
from the issuer that are sold in reliance on the ex-
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emption provided under subsection (a)(8) during the 
12-month period preceding such transaction. 
‘‘(3) SMALL OFFERING AMOUNT.—The aggre-
gate amount of all securities sold by the issuer, in-
cluding any amount sold in reliance on the exemp-
tion provided under subsection (a)(8), during the 12- 
month period preceding such transaction, does not 
exceed $500,000.’’. 
(b) EXEMPTION UNDER STATE REGULATIONS.—Sec-
tion 18(b)(4) of the Securities Act of 1933 (15 U.S.C. 
77r(b)(4)) is amended— 
(1) in subparagraph (F), by striking ‘‘or’’ at 
the end; 
(2) in subparagraph (G), by striking the period 
and inserting ‘‘; or’’; and 
(3) by adding at the end the following: 
‘‘(H) section 4(a)(8).’’. 
Subtitle N—Private Placement 
Improvement 
SEC. 1066. REVISIONS TO SEC REGULATION D. 
Not later than 45 days following the date of the en-
actment of this Act, the Securities and Exchange Commis-
sion shall revise Regulation D (17 C.F.R. 501 et seq.) in 
accordance with the following: 
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(1) The Commission shall revise Form D filing 
requirements to require an issuer offering or selling 
securities in reliance on an exemption provided 
under Rule 506 of Regulation D to file with the 
Commission a single notice of sales containing the 
information required by Form D for each new offer-
ing of securities no earlier than 15 days after the 
date of the first sale of securities in the offering. 
The Commission shall not require such an issuer to 
file any notice of sales containing the information re-
quired by Form D except for the single notice de-
scribed in the previous sentence. 
(2) The Commission shall make the information 
contained in each Form D filing available to the se-
curities commission (or any agency or office per-
forming like functions) of each State and territory of 
the United States and the District of Columbia. 
(3) The Commission shall not condition the 
availability of any exemption for an issuer under 
Rule 506 of Regulation D (17 C.F.R. 230.506) on 
the issuer’s or any other person’s filing with the 
Commission of a Form D or any similar report. 
(4) The Commission shall not require issuers to 
submit written general solicitation materials to the 
Commission in connection with a Rule 506(c) offer-
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ing, except when the Commission requests such ma-
terials pursuant to the Commission’s authority 
under section 8A or section 20 of the Securities Act 
of 1933 (15 U.S.C. 77h–1 or 77t) or section 9, 
10(b), 21A, 21B, or 21C of the Securities Exchange 
Act of 1934 (15 U.S.C. 78i, 78j(b), 78u–1, 78u–2, 
or 78u–3). 
(5) The Commission shall not extend the re-
quirements contained in Rule 156 to private funds. 
(6) The Commission shall revise Rule 501(a) of 
Regulation D to provide that a person who is a 
‘‘knowledgeable employee’’ of a private fund or the 
fund’s investment adviser, as defined in Rule 3c– 
5(a)(4) (17 C.F.R. 270.3c–5(a)(4)), shall be an ac-
credited investor for purposes of a Rule 506 offering 
of a private fund with respect to which the person 
is a knowledgeable employee. 
Subtitle O—Supporting America’s 
Innovators 
SEC. 1071. INVESTOR LIMITATION FOR QUALIFYING VEN-
TURE CAPITAL FUNDS. 
Section 3(c)(1) of the Investment Company Act of 
1940 (15 U.S.C. 80a–3(c)(1)) is amended— 
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(1) by inserting after ‘‘one hundred persons’’ 
the following: ‘‘(or, with respect to a qualifying ven-
ture capital fund, 250 persons)’’; and 
(2) by adding at the end the following: 
‘‘(C) The term ‘qualifying venture capital 
fund’ means any venture capital fund (as de-
fined pursuant to section 203(l)(1) of the In-
vestment Advisers Act of 1940 (15 U.S.C. 80b– 
3(l)(1)) with no more than $10,000,000 in in-
vested capital, as such dollar amount is annu-
ally adjusted 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 Department of Labor.’’. 
Subtitle P—Fix Crowdfunding 
SEC. 1076. CROWDFUNDING VEHICLES. 
(a) AMENDMENTS
TO
THE SECURITIES ACT
OF 
1933.—The Securities Act of 1933 (15 U.S.C. 77a et 
seq.) is amended— 
(1) in section 4A(f)(3), by inserting ‘‘by any of 
paragraphs (1) through (14) of’’ before ‘‘section 
3(c)’’; and 
(2) in section 4(a)(6)(B), by inserting after 
‘‘any investor’’ the following: ‘‘, other than a 
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crowdfunding vehicle (as defined in section 2(a) of 
the Investment Company Act of 1940),’’. 
(b) AMENDMENTS TO THE INVESTMENT COMPANY 
ACT OF 1940.—The Investment Company Act of 1940 (15 
U.S.C. 80a-1 et seq.) is amended— 
(1) in section 2(a), by adding at the end the 
following: 
‘‘(55) The term ‘crowdfunding vehicle’ means a 
company— 
‘‘(A) whose purpose (as set forth in its or-
ganizational documents) is limited to acquiring, 
holding, and disposing securities issued by a 
single company in one or more transactions and 
made pursuant to section 4(a)(6) of the Securi-
ties Act of 1933; 
‘‘(B) which issues only one class of securi-
ties; 
‘‘(C) which receives no compensation in 
connection with such acquisition, holding, or 
disposition of securities; 
‘‘(D) no associated person of which re-
ceives any compensation in connection with 
such acquisition, holding or disposition of secu-
rities unless such person is acting as or on be-
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half of an investment adviser registered under 
the Investment Advisers Act of 1940; 
‘‘(E) the securities of which have been 
issued in a transaction made pursuant to sec-
tion 4(a)(6) of the Securities Act of 1933, 
where both the crowdfunding vehicle and the 
company whose securities it holds are co- 
issuers; 
‘‘(F) which is current in its ongoing disclo-
sure obligations under Rule 202 of Regulation 
Crowdfunding (17 C.F.R. 227.202); 
‘‘(G) the company whose securities it holds 
is current in its ongoing disclosure obligations 
under Rule 202 of Regulation Crowdfunding 
(17 C.F.R. 227.202); and 
‘‘(H) is advised by an investment adviser 
registered under the Investment Advisers Act of 
1940.’’; and 
(2) in section 3(c), by adding at the end the fol-
lowing: 
‘‘(15) Any crowdfunding vehicle.’’. 
SEC. 1077. 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— 
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(1) by striking ‘‘The Commission’’ and insert-
ing the following: 
‘‘(A) IN GENERAL.—The Commission’’; 
(2) 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.—An exemption under 
subparagraph (A) shall be unconditional for se-
curities offered by an issuer that had a public 
float of less than $75,000,000 as of the last 
business day of the issuer’s most recently com-
pleted semiannual period, computed by multi-
plying the aggregate worldwide number of 
shares of the issuer’s common equity securities 
held by non-affiliates by the price at which such 
securities were last sold (or the average bid and 
asked prices of such securities) in the principal 
market for such securities or, in the event the 
result of such public float calculation is zero, 
had annual revenues of less than $50,000,000 
as of the issuer’s most recently completed fiscal 
year.’’. 
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431 
Subtitle Q—Corporate Governance 
Reform and Transparency 
SEC. 1081. DEFINITIONS. 
(a) SECURITIES EXCHANGE ACT OF 1934.—Section 
3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)) is amended by adding at the end the following new 
paragraphs: 
‘‘(81) PROXY
ADVISORY
FIRM.—The term 
‘proxy advisory firm’ means any person who is pri-
marily engaged in the business of providing proxy 
voting research, analysis, or recommendations to cli-
ents, which conduct constitutes a solicitation within 
the meaning of section 14 and the Commission’s 
rules and regulations thereunder, except to the ex-
tent that the person is exempted by such rules and 
regulations from requirements otherwise applicable 
to persons engaged in a solicitation. 
‘‘(82) PERSON ASSOCIATED WITH A PROXY AD-
VISORY FIRM.—The term ‘person associated with’ a 
proxy advisory firm means any partner, officer, or 
director of a proxy advisory firm (or any person oc-
cupying a similar status or performing similar func-
tions), any person directly or indirectly controlling, 
controlled by, or under common control with a proxy 
advisory firm, or any employee of a proxy advisory 
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firm, except that persons associated with a proxy ad-
visory firm whose functions are clerical or ministe-
rial shall not be included in the meaning of such 
term. The Commission may by rules and regulations 
classify, for purposes or any portion or portions of 
this Act, persons, including employees controlled by 
a proxy advisory firm.’’. 
(b) APPLICABLE DEFINITIONS.—As used in this sub-
title— 
(1) the term ‘‘Commission’’ means the Securi-
ties and Exchange Commission; and 
(2) the term ‘‘proxy advisory firm’’ has the 
same meaning as in section 3(a)(81) of the Securi-
ties Exchange Act of 1934, as added by this subtitle. 
SEC. 1082. REGISTRATION OF PROXY ADVISORY FIRMS. 
(a) AMENDMENT.—The Securities Exchange Act of 
1934 is amended by inserting after section 15G the fol-
lowing new section: 
‘‘SEC. 15H. REGISTRATION OF PROXY ADVISORY FIRMS. 
‘‘(a) CONDUCT PROHIBITED.—It shall be unlawful 
for a proxy advisory firm to make use of the mails or any 
means or instrumentality of interstate commerce to pro-
vide proxy voting research, analysis, or recommendations 
to any client, unless such proxy advisory firm is registered 
under this section. 
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‘‘(b) REGISTRATION PROCEDURES.— 
‘‘(1) APPLICATION FOR REGISTRATION.— 
‘‘(A) IN GENERAL.—A proxy advisory firm 
must file with the Commission an application 
for registration, in such form as the Commis-
sion shall require, by rule or regulation, and 
containing the information described in sub-
paragraph (B). 
‘‘(B) REQUIRED INFORMATION.—An appli-
cation for registration under this section shall 
contain information regarding— 
‘‘(i) a certification that the applicant 
has adequate financial and managerial re-
sources to consistently provide proxy advice 
based on accurate information; 
‘‘(ii) the procedures and methodolo-
gies that the applicant uses in developing 
proxy voting recommendations, including 
whether and how the applicant considers 
the size of a company when making proxy 
voting recommendations; 
‘‘(iii) the organizational structure of 
the applicant; 
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‘‘(iv) whether or not the applicant has 
in effect a code of ethics, and if not, the 
reasons therefor; 
‘‘(v) any potential or actual conflict of 
interest relating to the ownership structure 
of the applicant or the provision of proxy 
advisory services by the applicant, includ-
ing whether the proxy advisory firm en-
gages in services ancillary to the provision 
of proxy advisory services such as con-
sulting services for corporate issuers, and 
if so the revenues derived therefrom; 
‘‘(vi) the policies and procedures in 
place to manage conflicts of interest under 
subsection (f); and 
‘‘(vii) any other information and docu-
ments concerning the applicant and any 
person associated with such applicant as 
the Commission, by rule, may prescribe as 
necessary or appropriate in the public in-
terest or for the protection of investors. 
‘‘(2) REVIEW OF APPLICATION.— 
‘‘(A) INITIAL DETERMINATION.—Not later 
than 90 days after the date on which the appli-
cation for registration is filed with the Commis-
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sion under paragraph (1) (or within such longer 
period as to which the applicant consents) the 
Commission shall— 
‘‘(i) by order, grant registration; or 
‘‘(ii) institute proceedings to deter-
mine whether registration should be de-
nied. 
‘‘(B) CONDUCT OF PROCEEDINGS.— 
‘‘(i) CONTENT.—Proceedings referred 
to in subparagraph (A)(ii) shall— 
‘‘(I) include notice of the grounds 
for denial under consideration and an 
opportunity for hearing; and 
‘‘(II) be concluded not later than 
120 days after the date on which the 
application for registration is filed 
with the Commission under paragraph 
(1). 
‘‘(ii) DETERMINATION.—At the con-
clusion of such proceedings, the Commis-
sion, by order, shall grant or deny such ap-
plication for registration. 
‘‘(iii) EXTENSION AUTHORIZED.—The 
Commission may extend the time for con-
clusion of such proceedings for not longer 
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than 90 days, if it finds good cause for 
such extension and publishes its reasons 
for so finding, or for such longer period as 
to which the applicant consents. 
‘‘(C) GROUNDS FOR DECISION.—The Com-
mission shall grant registration under this sub-
section— 
‘‘(i) if the Commission finds that the 
requirements of this section are satisfied; 
and 
‘‘(ii) unless the Commission finds (in 
which case the Commission shall deny such 
registration) that— 
‘‘(I) the applicant has failed to 
certify to the Commission’s satisfac-
tion that it has adequate financial and 
managerial resources to consistently 
provide proxy advice based on accu-
rate information and to materially 
comply with the procedures and meth-
odologies disclosed under paragraph 
(1)(B) and with subsections (f) and 
(g); or 
‘‘(II) if the applicant were so reg-
istered, its registration would be sub-
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ject to suspension or revocation under 
subsection (e). 
‘‘(3) PUBLIC AVAILABILITY OF INFORMATION.— 
Subject to section 24, the Commission shall make 
the information and documents submitted to the 
Commission by a proxy advisory firm in its com-
pleted application for registration, or in any amend-
ment submitted under paragraph (1) or (2) of sub-
section (c), publicly available on the Commission’s 
website, or through another comparable, readily ac-
cessible means. 
‘‘(c) UPDATE OF REGISTRATION.— 
‘‘(1) UPDATE.—Each registered proxy advisory 
firm shall promptly amend and update its applica-
tion for registration under this section if any infor-
mation or document provided therein becomes mate-
rially inaccurate, except that a registered proxy advi-
sory firm is not required to amend the information 
required to be filed under subsection (b)(1)(B)(i) by 
filing information under this paragraph, but shall 
amend such information in the annual submission of 
the organization under paragraph (2) of this sub-
section. 
‘‘(2) CERTIFICATION.—Not later than 90 cal-
endar days after the end of each calendar year, each 
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registered proxy advisory firm shall file with the 
Commission an amendment to its registration, in 
such form as the Commission, by rule, may prescribe 
as necessary or appropriate in the public interest or 
for the protection of investors— 
‘‘(A) certifying that the information and 
documents in the application for registration of 
such registered proxy advisory firm continue to 
be accurate in all material respects; and 
‘‘(B) listing any material change that oc-
curred to such information or documents during 
the previous calendar year. 
‘‘(d) CENSURE, DENIAL, OR SUSPENSION OF REG-
ISTRATION; NOTICE AND HEARING.—The Commission, by 
order, shall censure, place limitations on the activities, 
functions, or operations of, suspend for a period not ex-
ceeding 12 months, or revoke the registration of any reg-
istered proxy advisory firm if the Commission finds, on 
the record after notice and opportunity for hearing, that 
such censure, placing of limitations, suspension, or revoca-
tion is necessary for the protection of investors and in the 
public interest and that such registered proxy advisory 
firm, or any person associated with such an organization, 
whether prior to or subsequent to becoming so associ-
ated— 
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