(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)’’;
(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:
‘‘(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.
(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
(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-
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
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
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.—
(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—
(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-
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.
(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
(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
(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
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
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-
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
‘‘(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
‘‘(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—
(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’’.
(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’’.
(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—
(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;
(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.—
‘‘(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.
‘‘(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,
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;
‘‘(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.
‘‘(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—
(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—
(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;
(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.
(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
(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
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
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-
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
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
(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;
(F) confirmations and account statements 
meeting 
the 
requirements 
under 
section 
240.10b of title 17, Code of Federal Regula-
tions; 
(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 Regula-
tions; 
(I) affiliate marketing notices meeting the 
requirements of Regulation S–AM under sub-
part B of part 248 of title 17, Code of Federal 
Regulations; and 
(J) all other regulatory documents re-
quired to be delivered by covered entities to in-
vestors under the securities laws and the rules 
and regulations 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 3(a)(26) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78c(a)(26)); 
and 
(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, including a mo-
bile application. 
SEC. 206. INCREASING INVESTOR OPPORTUNITIES. 
(a) IN GENERAL.—Section 5 of the Investment Com-
pany Act of 1940 (15 U.S.C. 80a–5) is amended by add-
ing at the end the following: 
‘‘(d) CLOSED-END COMPANY AUTHORITY TO INVEST 
IN PRIVATE FUNDS.— 
‘‘(1) IN GENERAL.—Except as otherwise pro-
hibited or restricted by this Act (or any rule issued 
under this Act), the Commission may not prohibit or 
otherwise limit a closed-end company from investing 
any or all of the assets of the closed-end company 
in securities issued by private funds.
2(a) of the Investment Company Act of 1940 (15 
U.S.C. 80a–2(a))) to a closed-end company. 
(2) Nothing in this section or the amendments 
made by this section may be construed to limit or 
amend the valuation, liquidity, or redemption re-
quirements or obligations of a closed-end company 
(as defined in section 5(a)(2) of the Investment 
Company Act of 1940 (15 U.S.C. 80a–5(a)(2))) as 
required by the Investment Company Act of 1940. 
TITLE III—STRENGTHENING 
PUBLIC MARKETS 
SEC. 301. ENCOURAGING LOCAL EMERGING VENTURES 
AND ECONOMIC GROWTH. 
Section 12(b) of the Securities Exchange Act of 1934 
(15 U.S.C. 78l(b)) is amended— 
(1) in paragraph (1)(K), by striking ‘‘years,’’ 
and inserting ‘‘years (or, in the case of an emerging 
growth company, not more than the two preceding 
years),’’; and 
(2) by adding at the end the following: 
‘‘Any issuer may confidentially submit to the Commission 
a draft registration statement for confidential nonpublic 
review by the staff of the Commission prior to public fil-
ing, provided that the initial confidential submission and 
all amendments thereto shall be publicly filed with the
Commission not later than 10 days before listing on a na-
tional securities exchange. Notwithstanding any other pro-
vision of this title, the Commission shall not be compelled 
to disclose any information provided to or obtained by the 
Commission pursuant to this subsection. For purposes of 
section 552 of title 5, this subsection shall be considered 
a statute described in subsection (b)(3)(B) of such section 
552. Information described in or obtained pursuant to this 
subsection shall be deemed to constitute confidential infor-
mation for purposes of section 24.’’. 
SEC. 302. ACCESS TO SMALL BUSINESS INVESTOR CAPITAL. 
(a) DEFINITIONS.—For purposes of this section: 
(1) ACQUIRED
FUND.—The term ‘‘Acquired 
Fund’’ has the meaning given the term in Forms N– 
1A, N–2, and N–3. 
(2) ACQUIRED FUND FEES AND EXPENSES.— 
The term ‘‘Acquired Fund Fees and Expenses’’ 
means the Acquired Fund Fees and Expenses sub- 
caption in the Fee Table Disclosure. 
(3) BUSINESS DEVELOPMENT COMPANY.—The 
term ‘‘business development company’’ has the 
meaning given the term in section 2(a) of the Invest-
ment Company Act of 1940 (15 U.S.C. 80a–2(a)). 
(4) FEE TABLE DISCLOSURE.—The term ‘‘Fee 
Table Disclosure’’ means the fee table described in
Item 3 of Form N–1A, Item 3 of Form N–2, or 
Item 4 of Form N–3 (as applicable, and with respect 
to each, in any successor fee table disclosure that 
the Securities and Exchange Commission adopts). 
(5) FORM
N–1A.—The term ‘‘Form N–1A’’ 
means the form described in section 274.11A of title 
17, Code of Federal Regulations, or any successor 
regulation. 
(6) FORM N–2.—The term ‘‘Form N–2’’ means 
the form described in section 274.11a–1 of title 17, 
Code of Federal Regulations, or any successor regu-
lation. 
(7) FORM N–3.—The term ‘‘Form N–3’’ means 
the form described in section 274.11b of title 17, 
Code of Federal Regulations, or any successor regu-
lation. 
(8) REGISTERED INVESTMENT COMPANY.—The 
term ‘‘registered investment company’’ means an in-
vestment company, as defined under section 3(a) of 
the Investment Company Act of 1940 (15 U.S.C. 
80a–3(a)), registered with the Securities and Ex-
change Commission under such Act. 
(b) EXCLUDING BUSINESS DEVELOPMENT COMPA-
NIES FROM ACQUIRED FUND FEES AND EXPENSES.—A 
registered investment company may, on any investment
company registration statement filed pursuant to section 
8(b) of the Investment Company Act of 1940 (15 U.S.C. 
80a–8(b)), omit from the calculation of Acquired Fund 
Fees and Expenses those fees and expenses that the in-
vestment company incurred indirectly as a result of invest-
ment in shares of one or more Acquired Funds that is 
a business development company. 
SEC. 303. ENCOURAGING PUBLIC OFFERINGS. 
(a) EXPANDING TESTING
THE WATERS.—Section 
5(d) of the Securities Act of 1933 (15 U.S.C. 77e(d)) is 
amended— 
(1) by striking ‘‘Notwithstanding’’ and insert-
ing the following: 
‘‘(1) IN GENERAL.—Notwithstanding’’; 
(2) by striking ‘‘an emerging growth company 
or any person authorized to act on behalf of an 
emerging growth company’’ and inserting ‘‘an issuer 
or any person authorized to act on behalf of an 
issuer’’; and 
(3) by adding at the end the following: 
‘‘(2) ADDITIONAL REQUIREMENTS.— 
‘‘(A) IN GENERAL.—The Commission may 
promulgate regulations, subject to public notice 
and comment, to impose such other terms, con-
ditions, or requirements on the engaging in oral
or written communications described under 
paragraph (1) by an issuer other than an 
emerging growth company as the Commission 
determines appropriate. 
‘‘(B) REPORT TO CONGRESS.—Prior to any 
rulemaking described under subparagraph (A), 
the Commission shall submit to Congress a re-
port containing a list of the findings supporting 
the basis of the rulemaking.’’. 
(b) CONFIDENTIAL REVIEW OF DRAFT REGISTRA-
TION STATEMENTS.—Section 6(e) of the Securities Act of 
1933 (15 U.S.C. 77f(e)) is amended— 
(1) in the heading, by striking ‘‘EMERGING 
GROWTH COMPANIES’’ and inserting ‘‘CONFIDEN-
TIAL REVIEW
OF DRAFT REGISTRATION STATE-
MENTS’’; 
(2) by redesignating paragraph (2) as para-
graph (3); and 
(3) by striking paragraph (1) and inserting the 
following: 
‘‘(1) IN GENERAL.—Any issuer may, with re-
spect to an initial public offering, initial registration 
of a security of the issuer under section 12(b) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78l(b)), 
or follow-on offering, confidentially submit to the
Commission a draft registration statement, for con-
fidential nonpublic review by the staff of the Com-
mission prior to public filing, provided that the ini-
tial confidential submission and all amendments 
thereto shall be publicly filed with the Commission 
not later than— 
‘‘(A) in the case of an initial public offer-
ing, 10 days before the effective date of such 
registration statement; 
‘‘(B) in the case of an initial registration 
of a security of the issuer under such section 
12(b), 10 days before listing on an exchange; or 
‘‘(C) in the case of any offering after an 
initial public offering or an initial registration 
under such section 12(b), 48 hours before the 
effective date of such registration statement. 
‘‘(2) ADDITIONAL REQUIREMENTS.— 
‘‘(A) IN GENERAL.—The Commission may 
promulgate regulations, subject to public notice 
and comment, to impose such other terms, con-
ditions, or requirements on the submission of 
draft registration statements described under 
this subsection by an issuer other than an 
emerging growth company as the Commission 
determines appropriate.
‘‘(B) REPORT TO CONGRESS.—Prior to any 
rulemaking described under subparagraph (A), 
the Commission shall submit to Congress a re-
port containing a list of the findings supporting 
the basis of the rulemaking.’’. 
SEC. 304. GREENLIGHTING GROWTH. 
(a) SECURITIES ACT OF 1933.—Section 7(a)(2) of 
the Securities Act of 1933 (15 U.S.C. 77g(a)(2)) is 
amended— 
(1) in subparagraph (A), by striking ‘‘and’’ at 
the end; 
(2) by redesignating subparagraph (B) as sub-
paragraph (C); and 
(3) by inserting after subparagraph (A) the fol-
lowing: 
‘‘(B) need not present acquired company 
financial statements or information otherwise 
required under section 210.3–05 or section 
210.8–04 of title 17, Code of Federal Regula-
tions, or any successor thereto, for any period 
prior to the earliest audited period of the 
emerging growth company presented in connec-
tion with its initial public offering and, there-
after, in no event shall an issuer that was an 
emerging growth company but is no longer an
emerging growth company be required to 
present financial statements of the issuer (or 
acquired company financial statements or infor-
mation otherwise required under section 210.3– 
05 or section 210.8–04 of title 17, Code of Fed-
eral Regulations, or any successor thereto) for 
any period prior to the earliest audited period 
of the emerging growth company presented in 
connection with its initial public offering; and’’. 
(b) SECURITIES EXCHANGE ACT OF 1934.—Section 
12(b)(1)(K) of the Securities Exchange Act of 1934 (15 
U.S.C. 78l(b)(1)(K)) is amended by striking ‘‘firm’’ and 
inserting ‘‘firm, provided that the application of an emerg-
ing growth company need not present acquired company 
financial statements or information otherwise required 
under section 210.3–05 or section 210.8–04 of title 17, 
Code of Federal Regulations, or any successor thereto, for 
any period prior to the earliest audited period of the 
emerging growth company presented in connection with its 
application and, thereafter, in no event shall an issuer that 
was an emerging growth company but is no longer an 
emerging growth company be required to present financial 
statements of the issuer (or acquired company financial 
statements or information otherwise required under sec-
tion 210.3–05 or section 210.8–04 of title 17, Code of
Federal Regulations, or any successor thereto) for any pe-
riod prior to the earliest audited period of the emerging 
growth company presented in connection with any applica-
tion under this subsection’’. 
SEC. 305. MIDDLE MARKET IPO COST. 
(a) STUDY.—The Comptroller General of the United 
States, in consultation with the Securities and Exchange 
Commission and the Financial Industry Regulatory Au-
thority, shall carry out a study of the costs associated with 
small- and medium-sized companies to undertake initial 
public offerings (‘‘IPOs’’). In carrying out such study, the 
Comptroller General shall— 
(1) consider the direct and indirect costs of an 
IPO, including— 
(A) fees of accountants, underwriters, and 
any other outside advisors with respect to the 
IPO; 
(B) compliance with Federal and State se-
curities laws at the time of the IPO; and 
(C) such other IPO-related costs as the 
Comptroller General may consider; 
(2) compare and analyze the costs of an IPO 
with the costs of obtaining alternative sources of fi-
nancing and of liquidity;
(3) consider the impact of such costs on capital 
formation; 
(4) analyze the impact of these costs on the 
availability of public securities of small- and me-
dium-sized companies to retail investors; and 
(5) analyze trends in IPOs over a time period 
the Comptroller General determines is appropriate to 
analyze IPO pricing practices, considering— 
(A) the number of IPOs; 
(B) how costs for IPOs have evolved over 
time for underwriters, investment advisory 
firms, and other professions for services in con-
nection with an IPO; 
(C) the number of brokers and dealers ac-
tive in underwriting IPOs; 
(D) the different types of services that un-
derwriters and related persons provide before 
and after a small- or medium-sized company 
IPO and the factors impacting IPOs costs; 
(E) changes in the costs and availability of 
investment research for small- and medium- 
sized companies; and 
(F) the impacts of litigation and its costs 
on being a public company.
(b) REPORT.—Not later than the end of the 360-day 
period beginning on the date of the enactment of this Act, 
the Comptroller General of the United States shall issue 
a report to the Congress containing all findings and deter-
minations made in carrying out the study required under 
subsection (a) and any administrative or legislative rec-
ommendations the Comptroller General may have. 
SEC. 306. EXPANDING WKSI ELIGIBILITY. 
(a) IN GENERAL.—For purposes of the Federal secu-
rities laws, and regulations issued thereunder, an issuer 
shall be a ‘‘well-known seasoned issuer’’ if— 
(1) the aggregate market value of the voting 
and non-voting common equity held by non-affiliates 
of the issuer is $400,000,000 or more (as deter-
mined under Form S–3 general instruction I.B.1. as 
in effect on the date of enactment of this Act); and 
(2) the issuer otherwise satisfies the require-
ments of the definition of ‘‘well-known seasoned 
issuer’’ contained in section 230.405 of title 17, 
Code of Federal Regulations (as in effect on the 
date of enactment of this Act) without reference to 
any requirement in such definition relating to min-
imum worldwide market value of outstanding voting 
and non-voting common equity held by non-affiliates.
(b) REPORT
ON WITHDRAWN APPLICATIONS RE-
LATED TO WELL-KNOWN SEASONED ISSUER STATUS.— 
The Securities and Exchange Commission shall, not later 
than 90 days after the end of each calendar year, publish 
the total number of applications submitted during such 
calendar year where the applicant— 
(1) submitted the application under section 
230.405 of title 17, Code of Federal Regulations, for 
a determination by the Commission that the appli-
cant not be considered an ineligible issuer under 
such section; 
(2) requested such determination in order to 
meet the definition of a well-known seasoned issuer 
under such section; and 
(3) withdrew the application. 
SEC. 307. ENHANCING MULTI-CLASS SHARE DISCLOSURES. 
Section 14 of the Securities Exchange Act of 1934 
(15 U.S.C. 78n) is amended by adding at the end the fol-
lowing: 
‘‘(l) DISCLOSURE RELATING TO MULTI-CLASS SHARE 
STRUCTURES.— 
‘‘(1) DISCLOSURE.—The Commission shall, by 
rule, require each issuer with a multi-class share 
structure to disclose the information described in 
paragraph (2) in any proxy or consent solicitation
material for an annual meeting of the shareholders 
of the issuer, or any other filing as the Commission 
determines appropriate. 
‘‘(2) CONTENT OF DISCLOSURE.—A disclosure 
made under paragraph (1) shall include, with re-
spect to each person who is a director, director 
nominee, or named executive officer of the issuer, or 
who is the beneficial owner of securities with 5 per-
cent or more of the total combined voting power of 
all classes of securities entitled to vote in the elec-
tion of directors— 
‘‘(A) the number of shares of all classes of 
securities entitled to vote in the election of di-
rectors beneficially owned by such person, ex-
pressed as a percentage of the total number of 
the outstanding securities of the issuer entitled 
to vote in the election of directors; and 
‘‘(B) the amount of voting power held by 
such person, expressed as a percentage of the 
total combined voting power of all classes of the 
securities of the issuer entitled to vote in the 
election of directors. 
‘‘(3) MULTI-CLASS SHARE STRUCTURE.—In this 
subsection, the term ‘multi-class share structure’ 
means a capitalization structure that contains 2 or