I 
114TH CONGRESS 
1ST SESSION H. R. 3468 
To amend the Small Business Investment Act of 1958 to establish a scale- 
up manufacturing investment company program. 
IN THE HOUSE OF REPRESENTATIVES 
SEPTEMBER 9, 2015 
Ms. VELA´ZQUEZ (for herself, Mrs. DINGELL, Mrs. LAWRENCE, Ms. HAHN, 
Mr. TAKAI, Ms. JUDY CHU of California, Ms. MENG, Mr. MOULTON, Ms. 
ADAMS, Ms. CLARKE of New York, Ms. JACKSON LEE, and Mr. TED 
LIEU of California) introduced the following bill; which was referred to 
the Committee on Small Business, and in addition to the Committees on 
Financial Services and the Judiciary, for a period to be subsequently de-
termined by the Speaker, in each case for consideration of such provisions 
as fall within the jurisdiction of the committee concerned 
A BILL 
To amend the Small Business Investment Act of 1958 to 
establish a scale-up manufacturing investment company 
program. 
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 ‘‘Scale-up Manufac-
turing Investment Company Act of 2015’’. 
SEC. 2. FINDINGS. 
Congress finds that— 
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(1) the strength of the United States manufac-
turing sector is critical to the economy and the glob-
al competitiveness of the United States; 
(2) 
United 
States 
manufacturers 
support 
17,600,000 jobs in the United States and account 
for 12 percent of the gross domestic product of the 
United States; 
(3) access to capital is essential to growth and 
innovation in the manufacturing sector; 
(4) small, emerging manufacturers face unique 
challenges scaling commercial production in the 
United States, driving many young manufacturers to 
other countries; 
(5) structural barriers exist in the United 
States that prevent key investments in first-commer-
cial manufacturing facilities; 
(6) a healthy manufacturing sector is essential 
to innovation economy of the United States, pro-
viding three-quarters of all private sector research 
and development, employing nearly two-thirds of all 
research and development workers, and producing 
the majority of all patents issued; 
(7) technology-intensive manufacturing small 
businesses, some of which may be start-ups, with the 
potential to anchor the next generation of manufac-
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turing production where they locate, face special 
challenges in accessing the capital to move from idea 
to prototype and into commercial production; 
(8) already more capital intensive than software 
or services start-ups, manufacturing start-ups and 
small businesses face a ‘‘second and wider valley of 
death’’ when it comes to raising the capital to scale 
up for commercial production because of their cap-
ital intensity and novel technology; 
(9) a number of countries, including China, 
South Korea, Germany, and Japan, provide publicly 
funded incentives to attract these firms, recognizing 
that despite the risks, the long-term benefits of es-
tablishing leadership in emerging technology areas 
are large; 
(10) a study of manufacturing technology-inten-
sive start-ups licensed by the Massachusetts Insti-
tute of Technology found that almost all that scaled 
up into commercial production did so overseas large-
ly because of this far more attractive capital and in-
vestment environment for manufacturing start-ups, 
which is a huge loss for the future of manufacturing 
in the United States; 
(11) if the United States loses the first genera-
tion of production for a new technology or manufac-
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turing process, history suggests that it is an uphill 
battle once lost to reclaim that capability here given 
the unique learning and know-how acquired during 
the building of that first factory; and 
(12) to ensure that manufacturing technologies 
invented in the United States are ultimately made in 
the United States will require addressing the unique 
capital access challenges faced by these technology- 
intensive manufacturing start-ups. 
SEC. 3. SCALE-UP MANUFACTURING INVESTMENT PRO-
GRAM. 
(a) IN GENERAL.—Title III of the Small Business 
Investment Act of 1958 (15 U.S.C. 681 et seq.) is amend-
ed by adding at the end the following: 
‘‘PART D—SCALE-UP MANUFACTURING 
INVESTMENT COMPANY PROGRAM 
‘‘SEC. 399A. DEFINITIONS. 
‘‘In this part— 
‘‘(1) the term ‘Associate Administrator’ means 
the Associate Administrator described in section 
201; 
‘‘(2) the term ‘Council’ means the Scale Up 
Manufacturing Investment Company Credit Council 
that may be established under section 399K; 
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‘‘(3) the term ‘participating investment fund’ 
means a privately managed investment fund licensed 
under section 399C to operate under the program; 
‘‘(4) the term ‘program’ means the scale-up 
manufacturing investment company program estab-
lished under section 399B; 
‘‘(5) 
the 
term 
‘qualifying 
manufacturing 
project’ means an investment in a small and emerg-
ing manufacturer for the purposes of building first 
commercial production facilities, novel manufac-
turing capabilities, or the introduction into produc-
tion of emerging manufacturing technologies; 
‘‘(6) the term ‘small and emerging manufac-
turer’ means any advanced manufacturer that does 
not exceed the size standard established by the Ad-
ministrator for the applicable North American In-
dustry Classification System code under section 3 of 
the Small Business Act (15 U.S.C. 632); and 
‘‘(7) the term ‘small business concern owned 
and controlled by socially and economically disadvan-
taged individuals’ has the meaning given that term 
in section 8(d)(3)(C) of the Small Business Act (15 
U.S.C. 637(d)(3)(C)). 
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‘‘SEC. 399B. ESTABLISHMENT. 
‘‘(a) IN GENERAL.—The Administrator shall estab-
lish and carry out a scale-up manufacturing investment 
company program under which the Administrator shall 
provide leverage to participating investment funds to sup-
port debt and equity investments in qualifying manufac-
turing projects of small and emerging manufacturers in 
the United States. 
‘‘(b) ADMINISTRATION OF PROGRAM.—The program 
shall be administered by the Administrator acting through 
the Associate Administrator. 
‘‘SEC. 399C. SELECTION OF PARTICIPATING INVESTMENT 
FUNDS. 
‘‘(a) APPLICATION FOR LICENSE.— 
‘‘(1) SUBMISSION OF APPLICATION.—An invest-
ment fund desiring to receive a license to operate 
under the program shall submit an application to 
the Administrator at such time and in such manner 
as the Administrator may require. 
‘‘(2) REQUIREMENT.—An application submitted 
under paragraph (1) shall demonstrate that the in-
vestment fund— 
‘‘(A) has the requisite minimum private 
capital raised from investors; and 
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‘‘(B) has committed to operate under the 
program as of the date of submission of the ap-
plication. 
‘‘(3) STATUS.—Not later than 90 days after the 
initial receipt by the Administrator of an application 
submitted under paragraph (1), the Administrator 
shall provide the applicant with a written report de-
tailing the status of the application and any require-
ments remaining for completion of the application. 
‘‘(b) SELECTION.— 
‘‘(1) IN GENERAL.—Not later than 180 days 
after the date on which the Administrator receives 
an application under subsection (a), the Adminis-
trator shall approve or deny the application for a li-
cense to operate under the program and notify the 
applicant of the determination. 
‘‘(2) CRITERIA.—The Administrator shall es-
tablish selection criteria to evaluate applications to 
operate under the program, which shall include, at 
a minimum— 
‘‘(A) the proven investment experience of 
the investment fund manager; 
‘‘(B) the proven, balanced, and positive-in-
vestment track record of a previous investment 
fund or the principals and fund performance 
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analysis measured against benchmarks and peer 
funds; 
‘‘(C) the experience of the investment fund 
with investments relating to small manufactur-
ers and emerging technologies related to ad-
vanced manufacturing; 
‘‘(D) an evaluation of the use of leverage 
by the investment fund managers in past deals; 
‘‘(E) evidence indicating a cohesive and ef-
fective team and team dynamic; 
‘‘(F) principals with strong reputations; 
‘‘(G) record of positive realizations and 
exits from previous investments in the invest-
ment track record; 
‘‘(H) clearly articulated focus, investment 
thesis, investment themes, and investment in-
struments to be used to capitalize companies; 
and 
‘‘(I) fund structure and economics that re-
flects standard practices and industry norms, 
such as— 
‘‘(i) preferred returns to limited part-
ners; 
‘‘(ii) general partner carried interest 
allocations, fees and vesting schedules; 
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‘‘(iii) adequate fund infrastructure 
and supporting back office services; and 
‘‘(iv) evidence of fund raising traction 
and capability. 
‘‘(c) FEES.— 
‘‘(1) IN GENERAL.—The Administration shall 
prescribe fees to be paid by each applicant for a li-
cense to operate as a participating investment fund 
under the program. 
‘‘(2) USE OF AMOUNTS.—Fees collected under 
this subsection— 
‘‘(A) shall be deposited in the account for 
salaries and expenses of the Administration; 
and 
‘‘(B) are authorized to be used solely to 
cover the costs of licensing examinations de-
scribed in section 399G. 
‘‘SEC. 399D. PROVISION OF LEVERAGE TO PARTICIPATING 
INVESTMENT FUNDS. 
‘‘(a) IN GENERAL.—Not later than 60 days after the 
date on which the Administrator approves and issues a 
license under section 399C to operate as a participating 
investment fund under the program, the Administrator 
may provide not more than $1 of leverage for every $1 
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of private capital raised by the participating investment 
fund. 
‘‘(b) MAXIMUM LEVERAGE.—The maximum amount 
of outstanding leverage made available in any given fiscal 
year— 
‘‘(1) to any participating investment fund may 
not exceed $500,000,000; and 
‘‘(2) to all participating investment funds in ag-
gregate may not exceed $1,000,000,000. 
‘‘(c) PRIVATE CAPITAL REQUIREMENT.— 
‘‘(1) IN GENERAL.—The private capital of a 
participating investment fund shall be not less than 
$250,000,000. 
‘‘(2) FINANCIAL INSTITUTION INVESTMENTS.— 
Any national bank, or any member bank of the Fed-
eral Reserve System or nonmember insured bank to 
the extent permitted under applicable State law, 
may invest in any 1 or more participating invest-
ment funds, or in any entity established to invest 
solely in participating investment funds, except that 
in no event shall the total amount of such invest-
ments of any such bank exceed 5 percent of the cap-
ital and surplus of the bank. 
‘‘(d) LEVERAGE
FEE.—The Administrator shall 
charge and collect a leverage fee of not more than 5.5 per-
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cent and not less than 3 percent of the face amount of 
the leverage issued. 
‘‘SEC. 399E. BORROWING POWER. 
‘‘(a) IN GENERAL.—Each participating investment 
fund shall have the authority to borrow money and issue 
debentures and preferred securities, subject to such limita-
tions and regulations as the Administration may prescribe. 
‘‘(b) LIMITATION.—Of the leverage provided by the 
Administrator to a participating investment fund under 
section 399D— 
‘‘(1) not less than 70 percent shall be issued as 
debentures under subsection (a); and 
‘‘(2) not more than 30 percent may be issued 
as preferred securities under subsection (a). 
‘‘(c) FEDERAL FINANCING BANK.—The Federal Fi-
nancing Bank may acquire a debenture issued by partici-
pating investment fund company under subsection (a). 
‘‘(d) PURCHASE AND GUARANTEE BY SBA.— 
‘‘(1) IN
GENERAL.—The Administration may 
purchase or guarantee the timely payment of all 
principal and interest as scheduled on debentures or 
preferred securities issued by participating invest-
ment funds under subsection (a), subject to such 
limitations and regulations as the Administration 
may prescribe. 
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‘‘(2) FULL FAITH AND CREDIT.—The full faith 
and credit of the United States is pledged to the 
payment of all amounts which may be required to be 
paid under any guarantee under this subsection. 
‘‘(e) THIRD-PARTY DEBT.—The Administrator— 
‘‘(1) shall not permit a participating investment 
fund having outstanding leverage to incur third- 
party debt that would create or contribute to an un-
reasonable risk of default or loss to the Federal Gov-
ernment; and 
‘‘(2) shall permit such participating investment 
funds to incur third-party debt only on such terms 
and subject to such conditions as may be established 
by the Administrator, by regulation or otherwise. 
‘‘(f) CALCULATION OF SUBSIDY RATE.—All fees, in-
terest, and profits received and retained by the Adminis-
tration under this section and section 399D shall be in-
cluded in the calculations made by the Director of the Of-
fice of Management and Budget to offset the cost (as that 
term is defined in section 502 of the Federal Credit Re-
form Act of 1990 (2 U.S.C. 661a)) to the Administration 
of purchasing and guaranteeing debentures and preferred 
securities under this Act. 
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‘‘SEC. 399F. INVESTMENTS IN SMALL BUSINESS CONCERNS. 
‘‘(a) IN GENERAL.—A participating investment fund 
shall use leverage received under section 399D to make 
debt and equity investments in small and emerging manu-
facturers to carry out qualifying manufacturing projects. 
‘‘(b) LIMITATION.—Not more than 50 percent of the 
amount provided by a participating investment fund to a 
small and emerging manufacturer under subsection (a) for 
a qualifying manufacturing project shall consist of lever-
age provided to the participating investment fund under 
the program. 
‘‘(c) PORTFOLIO MANAGEMENT.—A single invest-
ment made by a participating investment fund under sub-
section (a) may not exceed 10 percent of the total capital 
of the participating investment fund, which includes pri-
vate capital and any leverage projected to be provided to 
the participating investment fund, if applicable. 
‘‘(d) INCREASED OUTREACH.—The Administration 
shall issue policy directives to provide for enhanced out-
reach efforts to increase investments by participating in-
vestment funds in— 
‘‘(1) a small business concern owned and con-
trolled by socially and economically disadvantaged 
individuals; and 
‘‘(2) small business concerns owned and con-
trolled by— 
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‘‘(A) women; 
‘‘(B) veterans; and 
‘‘(C) individuals with disabilities. 
‘‘SEC. 399G. EXAMINATIONS AND VALUATIONS. 
‘‘(a) EXAMINATIONS.— 
‘‘(1) IN GENERAL.—Each participating invest-
ment fund shall be subject to examinations made at 
the direction of the Administration in accordance 
with this subsection. 
‘‘(2) ASSISTANCE OF PRIVATE SECTOR ENTI-
TIES.—Examinations under this subsection may be 
conducted with the assistance of a private sector en-
tity that has the qualifications and the expertise nec-
essary to conduct such examinations. 
‘‘(3) COSTS.— 
‘‘(A) ASSESSMENT.—The Administrator 
may assess the cost of examinations under this 
subsection, including compensation of the exam-
iners, against the participating investment fund 
examined. 
‘‘(B) PAYMENT.—Any participating invest-
ment fund against which the Administrator as-
sesses costs under subparagraph (A) shall pay 
such costs. 
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‘‘(C) DEPOSIT
OF
FUNDS.—Funds col-
lected under this subsection— 
‘‘(i) shall be deposited in the account 
for salaries and expenses of the Adminis-
tration; 
‘‘(ii) are authorized to be used solely 
to cover the costs of examinations and 
other program oversight activities. 
‘‘(b) VALUATIONS.— 
‘‘(1) FREQUENCY OF VALUATIONS.— 
‘‘(A) IN GENERAL.—Each participating in-
vestment fund shall submit to the Adminis-
trator a written valuation of the loans and in-
vestments of the participating investment fund 
not less often than semiannually or otherwise 
upon the request of the Administrator, except 
that any participating investment fund with no 
leverage outstanding shall submit such valu-
ations annually, unless the Administrator deter-
mines otherwise. 
‘‘(B) MATERIAL ADVERSE CHANGES.—Not 
later than 30 days after the end of a fiscal 
quarter of a participating investment fund dur-
ing which a material adverse change in the ag-
gregate valuation of the loans and investments 
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ment fund established in accordance 
with paragraph (2). 
‘‘(2) VALUATION
CRITERIA.—Each valuation 
submitted under this subsection shall be prepared by 
the participating investment fund in accordance with 
valuation criteria, which shall— 
‘‘(A) be established or approved by the Ad-
ministrator; and 
‘‘(B) include appropriate safeguards to en-
sure that the noncash assets of a participating 
investment fund are not overvalued. 
‘‘SEC. 399H. MISCELLANEOUS. 
‘‘The Administrator may take such action as set forth 
in sections 309, 311, 312, 314, 315, and 316, and an 
owner (including a member, partner, or shareholder), offi-
cer, director, employee, agent, or other participant in the 
management or conduct of the affairs of a participating 
investment fund shall be subject to the requirements of 
such sections. 
‘‘SEC. 399I. VIOLATIONS; REMOVAL OR SUSPENSION OF 
MANAGEMENT OFFICIALS. 
‘‘(a) VIOLATIONS.—If any participating investment 
fund violates or fails to comply with any of the provisions 
of this part or of regulations prescribed hereunder, all of 
its rights, privileges, and franchises derived therefrom may 
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thereby be forfeited. Before any such participating invest-
ment fund shall be declared dissolved, or its rights, privi-
leges, and franchises forfeited, any noncompliance with or 
violation of this Act shall be determined and adjudged by 
a court of the United States of competent jurisdiction in 
a suit brought for that purpose in the district, territory, 
or other place subject to the jurisdiction of the United 
States, in which the principal office of such participating 
investment fund is located. Any such suit shall be brought 
by the United States at the instance of the Administration 
or the Attorney General. 
‘‘(b) SUSPENSION OF MANAGEMENT OFFICIALS.— 
Using the procedures for removing or suspending a direc-
tor or an officer of a licensee set forth in section 313, 
the Administrator may remove or suspend any manage-
ment official of a participating investment fund. 
‘‘SEC. 399J. REPORTS. 
‘‘Each participating investment fund shall, on a semi- 
annual basis, provide to the Administrator such informa-
tion as the Administrator may require, including— 
‘‘(1) information related to the measurement 
criteria that the participating investment fund pro-
posed in the application for the program; 
‘‘(2) information on the use of leverage by the 
participating investment fund; and 
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‘‘(3) in each case in which the participating in-
vestment fund makes an investment in a small busi-
ness concern that is not a small business concern 
owned and controlled by socially and economically 
disadvantaged individuals, a report on the number 
and percentage of employees of the small business 
concern who are socially and economically disadvan-
taged individuals. 
‘‘SEC. 399K. SCALE UP MANUFACTURING INVESTMENT COM-
PANY CREDIT COUNCIL. 
‘‘(a) ESTABLISHMENT.—The Administrator may es-
tablish a Scale Up Manufacturing Investment Company 
Credit Council, which, if established, shall consist of 5 
members from the private sector with aggregate and col-
lective experience in technology development, manufac-
turing financing, and capital investment. 
‘‘(b) DUTIES.—The Council, if established, shall ad-
vise the Administrator on carrying out the program, which 
shall include— 
‘‘(1) providing advice from time to time on ad-
vanced scale-up manufacturing industries; and 
‘‘(2) establishing and conducting an annual 
briefing beginning not later than 18 months after 
the date of enactment of this section. 
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‘‘SEC. 399L. REGULATIONS. 
‘‘The Administrator may issue such regulations as 
the Administrator determines necessary to carry out the 
provisions of this part in accordance with its purposes.’’. 
(b) BANK HOLDING COMPANY ACT OF 1956.—Sec-
tion 13(d)(1)(E) of the Bank Holding Company Act of 
1956 (12 U.S.C. 1851(d)(1)(E)) is amended by inserting 
‘‘investments in 1 or more participating investment funds, 
as defined in section 399A of the Small Business Invest-
ment Act of 1958,’’ before ‘‘or investments’’. 
(c) 
INELIGIBILITY
FOR
BANKRUPTCY.—Section 
109(b)(2) of title 11, United States Code, is amended by 
inserting ‘‘a participating investment fund as defined in 
section 399A of the Small Business Investment Act of 
1958,’’ before ‘‘credit union’’. 
(d) ELIGIBILITY FOR CRA CREDIT.—Section 804 of 
the Community Reinvestment Act of 1977 (12 U.S.C. 
2903) is amended by adding at the end the following: 
‘‘(e) INVESTMENTS IN PARTICIPATING INVESTMENT 
FUNDS.—In assessing and taking into account, under sub-
section (a), the record of a financial institution, the appro-
priate Federal financial supervisory agency shall consider, 
as a factor, investments made in 1 or more participating 
investment funds under part D of the Small Business In-
vestment Act of 1958.’’. 
Æ 
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