TITLE 
VIII—IMPROVING 
CROWDFUNDING OPPORTUNI-
TIES 
SEC. 2801. SHORT TITLE. 
This title may be cited as the ‘‘Improving 
Crowdfunding Opportunities Act’’. 
SEC. 2802. CROWDFUNDING REVISIONS. 
(a) EXEMPTION FROM STATE REGULATION.—Sec-
tion 18(b)(4)(A) of the Securities Act of 1933 (15 U.S.C. 
77r(b)(4)(A)) is amended by striking ‘‘pursuant to sec-
tion’’ and all that follows through the semicolon at the 
end and inserting the following: ‘‘pursuant to— 
‘‘(i) section 13 or 15(d) of the Securi-
ties Exchange Act of 1934 (15 U.S.C. 
78m, 78o(d)); or 
‘‘(ii) section 4A(b) or any regulation 
issued under that section;’’. 
(b) LIABILITY FOR MATERIAL MISSTATEMENTS AND 
OMISSIONS.—Section 4A(c) of the Securities Act of 1933 
(15 U.S.C. 77d–1(c)) is amended— 
(1) by redesignating paragraph (3) as para-
graph (4); and 
(2) by inserting after paragraph (2) the fol-
lowing: 
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‘‘(3) LIABILITY
OF
FUNDING
PORTALS.—For 
the purposes of this subsection, a funding portal, as 
that term is defined in section 3(a) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c(a)), shall not 
be considered to be an issuer unless, in connection 
with the offer or sale of a security, the funding por-
tal knowingly— 
‘‘(A) makes any untrue statement of a ma-
terial fact or omits to state a material fact in 
order to make the statements made, in light of 
the circumstances under which they are made, 
not misleading; or 
‘‘(B) engages in any act, practice, or 
course of business which operates or would op-
erate as a fraud or deceit upon any person.’’. 
(c) APPLICABILITY
OF BANK SECRECY ACT RE-
QUIREMENTS.— 
(1) SECURITIES ACT OF 1933.—Section 4A(a) of 
the Securities Act of 1933 (15 U.S.C. 77d–1(a)) is 
amended— 
(A) in paragraph (11), by striking ‘‘and’’ 
at the end; 
(B) in paragraph (12), by striking the pe-
riod at the end and inserting ‘‘; and’’; and 
(C) by adding at the end the following: 
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‘‘(13) not be subject to the recordkeeping and 
reporting requirements relating to monetary instru-
ments under subchapter II of chapter 53 of title 31, 
United States Code.’’. 
(2) TITLE 31, UNITED STATES CODE.—Section 
5312 of title 31, United States Code, is amended by 
striking subsection (c) and inserting the following: 
‘‘(c) ADDITIONAL CLARIFICATION.—The term ‘finan-
cial institution’ (as defined in subsection (a))— 
‘‘(1) includes any futures commission merchant, 
commodity trading advisor, or commodity pool oper-
ator registered, or required to register, under the 
Commodity Exchange Act (7 U.S.C. 1 et seq.); and 
‘‘(2) does not include a funding portal, as that 
term is defined in section 3(a) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78c(a)).’’. 
(d) PROVISION OF IMPERSONAL INVESTMENT AD-
VICE AND RECOMMENDATIONS.—Section 3(a) of the Secu-
rities Exchange Act of 1934 (15 U.S.C. 78c(a)) is amend-
ed— 
(1) by redesignating the second paragraph (80) 
(relating to funding portals) as paragraph (81); and 
(2) in paragraph (81)(A), as so redesignated, 
by inserting after ‘‘recommendations’’ the following: 
‘‘(other than by providing impersonal investment ad-
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vice by means of written material, or an oral state-
ment, that does not purport to meet the objectives 
or needs of a specific individual or account)’’. 
(e) TARGET AMOUNTS OF CERTAIN EXEMPTED OF-
FERINGS.—The Securities and Exchange Commission 
shall amend paragraph (t)(1) of section 227.201 of title 
17, Code of Federal Regulations so that such paragraph 
applies with respect to an issuer offering or selling securi-
ties in reliance on section 4(a)(6) of the Securities Act 
of 1933 (15 U.S.C. 77d(a)(6)) if— 
(1) the offerings of such issuer, together with 
all other amounts sold under such section 4(a)(6) 
within the preceding 12-month period, have, in the 
aggregate, a target amount of more than $124,000 
but not more than $250,000; 
(2) the financial statements of such issuer that 
have either been reviewed or audited by a public ac-
countant that is independent of the issuer are un-
available at the time of filing; and 
(3) such issuer provides a statement that finan-
cial information certified by the principal executive 
officer of the issuer has been provided instead of fi-
nancial statements reviewed by a public accountant 
that is independent of the issuer. 
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(f) EXEMPTION AVAILABLE TO INVESTMENT COMPA-
NIES.—Section 4A(f) of the Securities Act of 1933 (15 
U.S.C. 77d–1(f)) is amended— 
(1) in paragraph (2), by inserting ‘‘or’’ after 
the semicolon; 
(2) by striking paragraph (3); and 
(3) by redesignating paragraph (4) as para-
graph (3). 
(g) NON-ACCREDITED INVESTOR REQUIREMENTS.— 
Section 4(a)(6) of the Securities Act of 1933 (15 U.S.C. 
77d(a)(6)) is amended— 
(1) 
in 
subparagraph 
(A), 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$10,000,000’’; and 
(2) in subparagraph (B), by striking ‘‘does not 
exceed’’ and all that follows through ‘‘more than 
$100,000’’ and inserting ‘‘does not exceed 10 per-
cent of the annual income or net worth of such in-
vestor’’. 
(h) TECHNICAL CORRECTION.—The Securities Act of 
1933 (15 U.S.C. 77a et seq.) is amended— 
(1) by striking the term ‘‘section 4(6)’’ each 
place such term appears and inserting ‘‘section 
4(a)(6)’’; and 
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(2) by striking the term ‘‘section 4(6)(B)’’ each 
place such term appears and inserting ‘‘section 
4(a)(6)(B)’’. 
TITLE IX—RESTORING THE 
SECONDARY TRADING MARKET 
SEC. 2901. SHORT TITLE. 
This title may be cited as the ‘‘Restoring the Sec-
ondary Trading Market Act’’. 
SEC. 2902. EXEMPTION FROM STATE REGULATION. 
Section 18(a) of the Securities Act of 1933 (15 
U.S.C. 77r(b)(4)) is amended— 
(1) in paragraph (2), by striking ‘‘or’’ at the 
end; 
(2) in paragraph (3), by striking the period at 
the end and inserting ‘‘; or’’; and 
(3) by adding at the end the following: 
‘‘(4) shall directly or indirectly prohibit, limit, 
or impose any conditions upon the off-exchange sec-
ondary trading (as such term is defined by the Com-
mission) in securities of an issuer that makes cur-
rent information publicly available, including— 
‘‘(A) the information required in the peri-
odic and current reports described under para-
graph (b) of section 230.257 of title 17, Code 
of Federal Regulations; or 
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‘‘(B) the documents and information re-
quired with respect to Tier 2 offerings, as de-
fined in section 230.251(a) of title 17, Code of 
Federal Regulations.’’. 
DIVISION C—INCREASING 
ACCESS TO PRIVATE MARKETS 
TITLE I—GIG WORKER EQUITY 
COMPENSATION 
SEC. 3101. SHORT TITLE. 
This title may be cited as the ‘‘Gig Worker Equity 
Compensation Act’’. 
SEC. 3102. EXTENSION OF RULE 701. 
(a) IN GENERAL.—The exemption provided under 
section 230.701 of title 17, Code of Federal Regulations, 
shall apply to individuals (other than employees) providing 
goods for sale, labor, or services for remuneration to either 
an issuer or to customers of an issuer to the same extent 
as such exemptions apply to employees of the issuer. For 
purposes of the previous sentence, the term ‘‘customers’’ 
may, at the election of an issuer, include users of the 
issuer’s platform. 
(b) ADJUSTMENT FOR INFLATION.—The Securities 
and Exchange Commission shall annually adjust the dollar 
figure under section 230.701(e) of title 17, Code of Fed-
eral Regulations, to reflect the percentage change in the 
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Consumer Price Index for All Urban Consumers published 
by the Bureau of Labor Statistics of the Department of 
Labor. 
(c) RULEMAKING.—The Securities and Exchange 
Commission— 
(1) shall revise section 230.701 of title 17, 
Code of Federal Regulations, to reflect the require-
ments of this section; and 
(2) may not revise such section 230.701 in any 
manner that would have the effect of restricting ac-
cess to equity compensation for employees or individ-
uals described under subsection (a). 
SEC. 3103. PREEMPTION OF CERTAIN PROVISIONS OF 
STATE LAW. 
Any provision of a State law with respect to wage 
rates or benefits that creates a presumption that an indi-
vidual providing goods for sale, labor, or services for remu-
neration for a person is an employee of such person under 
such law is preempted. 
SEC. 3104. GAO STUDY. 
Not later than the end of the 3-year period beginning 
on the date of enactment of this Act, the Comptroller Gen-
eral of the United States shall carry out a study on the 
effects of this title and submit a report on such study to 
the Congress. 
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TITLE II—INVESTMENT 
OPPORTUNITY EXPANSION 
SEC. 3201. SHORT TITLE. 
This title may be cited as the ‘‘Investment Oppor-
tunity Expansion Act’’. 
SEC. 3202. INVESTMENT THRESHOLDS TO QUALIFY AS AN 
ACCREDITED INVESTOR. 
Section 2(a)(15) of the Securities Act of 1933 (15 
U.S.C. 77b(a)(15)) is amended— 
(1) by striking ‘‘(15) The term ‘accredited in-
vestor’ shall mean—’’ and inserting the following: 
‘‘(15) ACCREDITED INVESTOR.— 
‘‘(A) IN GENERAL.—The term ‘accredited 
investor’ means—’’; 
(2) in clause (i), by striking ‘‘or’’ at the end; 
and 
(3) by adding at the end the following: 
‘‘(iii) with respect to a proposed trans-
action, any individual whose aggregate invest-
ment, at the completion of such transaction, in 
securities with respect to which there has not 
been a public offering is not more than 10 per-
cent of the greater of— 
‘‘(I) the net assets of the individual; 
or 
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‘‘(II) the annual income of the indi-
vidual;’’. 
TITLE III—RISK DISCLOSURE 
AND INVESTOR ATTESTATION 
SEC. 3301. SHORT TITLE. 
This title may be cited as the ‘‘Risk Disclosure and 
Investor Attestation Act’’. 
SEC. 3302. INVESTOR ATTESTATION. 
(a) IN GENERAL.—Section 2(a)(15) of the Securities 
Act of 1933 (15 U.S.C. 77b(a)(15)), as amended by sec-
tion 3202, is further amended by adding at the end the 
following: 
‘‘(iv) with respect to an issuer, any in-
dividual that has attested to the issuer 
that the individual understands the risks of 
investment in private issuers, using such 
form as the Commission shall establish, by 
rule, but which form may not be longer 
than 2 pages in length; or’’. 
(b) RULEMAKING.—Not later than the end of the 1- 
year period beginning on the date of enactment of this 
Act, the Securities and Exchange Commission shall issue 
rules to carry out the amendments made by subsection (a), 
including establishing the form required under such 
amendments. 
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TITLE IV—INCREASING 
INVESTOR OPPORTUNITIES 
SEC. 3401. SHORT TITLE. 
This title may be cited as the ‘‘Increasing Investor 
Opportunities Act’’. 
SEC. 3402. CLOSED-END COMPANY AUTHORITY TO INVEST 
IN PRIVATE FUNDS. 
(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 limit a 
closed-end company from investing any or all of the 
company’s assets in private funds solely or primarily 
because of the private funds’ status as private funds. 
‘‘(2) APPLICATION.—Notwithstanding section 
6(f), this subsection shall also apply to a closed-end 
company that elects to be treated as a business de-
velopment company.’’. 
(b) DEFINITION OF PRIVATE FUND.— 
(1) INVESTMENT COMPANY ACT OF 1940.—Sec-
tion 2(a) of the Investment Company Act of 1940 
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(15 U.S.C. 80a–2(a)) is amended by adding at the 
end the following: 
‘‘(55) The term ‘private fund’ means an issuer 
that would be an investment company but for para-
graph (1) or (7) of section 3(c).’’. 
(2) INVESTMENT ADVISERS ACT OF 1940.—The 
first paragraph (29) (relating to ‘‘private fund’’) of 
section 202(a) of the Investment Advisers Act of 
1940 (15 U.S.C. 80b–2(a)) is amended to read as 
follows: 
‘‘(29) The term ‘private fund’ has the meaning 
given that term under section 2(a) of the Investment 
Company Act of 1940.’’. 
(c) TREATMENT
BY NATIONAL SECURITIES EX-
CHANGES.—Section 6(b) of the Securities Exchange Act 
of 1934 (15 U.S.C. 78f(b)) is amended by adding at the 
end the following: 
‘‘(11)(A) The rules of the exchange do not pro-
hibit the listing or trading of securities of a closed- 
end company solely or primarily by reason of the 
amount of the company’s investment of assets in pri-
vate funds. 
‘‘(B) In this paragraph— 
‘‘(i) the term ‘closed-end company’ has the 
meaning given that term under section 5(a) of 
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amended by sections 3202 and 3302, is further amended 
by adding at the end the following: 
‘‘(v) any individual receiving individ-
ualized investment advice or individualized 
investment recommendations with respect 
to the applicable transaction from an indi-
vidual 
described 
under 
section 
203.501(a)(10) of title 17, Code of Federal 
Regulations. 
‘‘(B) 
DEFINITIONS.—In 
subparagraph 
(A)(v): 
‘‘(i) INVESTMENT ADVICE.—The term 
‘investment advice’ shall be interpreted 
consistently with the interpretation of the 
phrase ‘engages in the business of advising 
others, either directly or through publica-
tions or writings, as to the value of securi-
ties or as to the advisability of investing in, 
purchasing, or selling securities’ under sec-
tion 202(a)(11) of the Investment Advisers 
Act of 1940 (15 U.S.C. 80b–2(a)(11)). 
‘‘(ii) 
INVESTMENT
RECOMMENDA-
TION.—The term ‘investment recommenda-
tion’ shall be interpreted consistently with 
the interpretation of the term ‘rec-
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ommendation’ under section 240.15l-1 of 
title 17, Code of Federal Regulations.’’. 
(b) CONFORMING CHANGES TO REGULATIONS.—The 
Securities and Exchange Commission shall revise section 
203.501(a) of title 17, Code of Federal Regulations, and 
any other definition of ‘‘accredited investor’’ in a rule of 
the Commission in the same manner as such definition 
is revised under subsection (a). 
TITLE 
VI—RETIREMENT 
FAIR-
NESS FOR CHARITIES AND 
EDUCATIONAL INSTITUTIONS 
SEC. 3601. SHORT TITLE. 
This title may be cited as the ‘‘Retirement Fairness 
for Charities and Educational Institutions Act of 2023’’. 
SEC. 3602. ENHANCEMENT OF 403(b) PLANS. 
(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; 
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‘‘(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; 
‘‘(D) collective trust fund maintained by a 
bank consisting solely of assets of one or 
more— 
‘‘(i) trusts described in subparagraph 
(A); 
‘‘(ii) government 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 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 fi-
duciary for the plan with respect to 
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the selection of the plan’s investments 
among which participants can choose; 
or 
‘‘(III) such plan is a govern-
mental plan (as defined in section 
414(d) of such Code); 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 by 
section 3(a)(2)(C) of such Act; 
‘‘(iii) advances made by an insurance 
company in connection with the operation 
of such separate account; and 
‘‘(iv) contributions to a plan described 
in subparagraph (D)(iv).’’. 
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(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 ‘‘or (D)’’ and inserting ‘‘(D) a 
plan which meets the requirements of section 403(b) 
of such Code 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 fidu-
ciary for the plan with respect to the selection of the 
plan’s investments among which participants can 
choose, or (iii) such plan is a governmental plan (as 
defined in section 414(d) of such Code); 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 inserting ‘‘(iii) in the case of a plan not de-
scribed in subparagraph (D), which is a plan fund-
ed’’. 
(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) 
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of such Code 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 fidu-
ciary for the plan with respect to the selection of the 
plan’s investments among which participants can 
choose, or (III) such plan is a governmental plan (as 
defined in section 414(d) of such Code), 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’’. 
Æ 
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