SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 
(a) SHORT TITLE.—This Act may be cited as the 
‘‘Expanding Access to Capital Act of 2023’’. 
(b) TABLE OF CONTENTS.—The table of contents for 
this Act is as follows: 
Sec. 1. Short title; table of contents. 
DIVISION A—STRENGTHENING PUBLIC MARKETS 
TITLE I—REMOVE ABERRATIONS IN THE MARKET CAP TEST FOR 
TARGET COMPANY FINANCIAL STATEMENTS 
Sec. 1101. Avoiding aberrational results in requirements for acquisition and 
disposition financial statements. 
TITLE II—HELPING STARTUPS CONTINUE TO GROW 
Sec. 1201. Short title. 
Sec. 1202. Emerging growth company criteria. 
TITLE III—SEC AND PCAOB AUDITOR REQUIREMENTS FOR 
NEWLY PUBLIC COMPANIES 
Sec. 1301. Auditor independence for certain past audits occurring before an 
issuer is a public company. 
TITLE IV—EXPAND THE PROTECTION FOR RESEARCH REPORTS 
TO COVER ALL SECURITIES OF ALL ISSUERS 
Sec. 1401. Provision of research. 
TITLE V—EXCLUDE QIBS AND IAAS FROM THE RECORD HOLDER 
COUNT FOR MANDATORY REGISTRATION 
Sec. 1501. Exclusions from mandatory registration threshold. 
TITLE VI—EXPAND WKSI ELIGIBILITY 
Sec. 1601. Definition of well-known seasoned issuer. 
DIVISION B—HELPING SMALL BUSINESSES AND 
ENTREPRENEURS 
TITLE I—UNLOCKING CAPITAL FOR SMALL BUSINESSES 
Sec. 2101. Short title. 
Sec. 2102. Safe harbors for private placement brokers and finders. 
Sec. 2103. Limitations on State law. 
TITLE II—SMALL BUSINESS INVESTOR CAPITAL ACCESS 
Sec. 2201. Short title. 
Sec. 2202. Inflation adjustment for the exemption threshold for certain invest-
ment advisers of private funds.
TITLE III—IMPROVING CAPITAL ALLOCATION FOR NEWCOMERS 
Sec. 2301. Short title. 
Sec. 2302. Qualifying venture capital funds. 
TITLE IV—SMALL ENTREPRENEURS’ EMPOWERMENT AND 
DEVELOPMENT 
Sec. 2401. Short title. 
Sec. 2402. Micro-offering exemption. 
TITLE V—REGULATION A+ IMPROVEMENT 
Sec. 2501. Short title. 
Sec. 2502. JOBS Act-related exemption. 
TITLE VI—DEVELOPING AND EMPOWERING OUR ASPIRING 
LEADERS 
Sec. 2601. Short title. 
Sec. 2602. Definitions. 
Sec. 2603. Reports. 
TITLE VII—IMPROVING CROWDFUNDING OPPORTUNITIES 
Sec. 2701. Short title. 
Sec. 2702. Crowdfunding revisions. 
TITLE VIII—RESTORING THE SECONDARY TRADING MARKET 
Sec. 2801. Short title. 
Sec. 2802. Exemption from State regulation. 
DIVISION C—INCREASING ACCESS TO PRIVATE MARKETS 
TITLE I—GIG WORKER EQUITY COMPENSATION 
Sec. 3101. Short title. 
Sec. 3102. Extension of Rule 701. 
Sec. 3103. GAO study. 
TITLE II—INVESTMENT OPPORTUNITY EXPANSION 
Sec. 3201. Short title. 
Sec. 3202. Investment thresholds to qualify as an accredited investor. 
TITLE III—RISK DISCLOSURE AND INVESTOR ATTESTATION 
Sec. 3301. Short title. 
Sec. 3302. Investor attestation. 
TITLE IV—ACCREDITED INVESTORS INCLUDE INDIVIDUALS 
RECEIVING ADVICE FROM CERTAIN PROFESSIONALS 
Sec. 3401. Accredited investors include individuals receiving advice from certain 
professionals. 
DIVISION D—HELPING ANGELS LEAD OUR STARTUPS 
Sec. 4001. Clarification of general solicitation.
DIVISION E—IMPROVING DISCLOSURE FOR INVESTORS 
Sec. 5001. Short title. 
Sec. 5002. Electronic delivery. 
DIVISION F—ENHANCEMENT OF 403(b) PLANS 
Sec. 6101. Short title. 
Sec. 6102. Enhancement of 403(b) plans. 
DIVISION G—INCREASING INVESTOR OPPORTUNITIES 
Sec. 7001. Closed-end company authority to invest in private funds. 
DIVISION A—STRENGTHENING 
PUBLIC MARKETS 
TITLE I—REMOVE ABERRATIONS 
IN THE MARKET CAP TEST 
FOR TARGET COMPANY FI-
NANCIAL STATEMENTS 
SEC. 1101. AVOIDING ABERRATIONAL RESULTS IN RE-
QUIREMENTS FOR ACQUISITION AND DIS-
POSITION FINANCIAL STATEMENTS. 
The Securities and Exchange Commission shall revise 
section 210.1–02(w)(1)(i)(A) of title 17, Code of Federal 
Regulations, to permit a registrant, in determining the 
significance of an acquisition or disposition described in 
such section 210.1–02(w)(1)(i)(A), to calculate the reg-
istrant’s aggregate worldwide market value based on the 
applicable trading value, conversion value, or exchange 
value of all of the registrant’s outstanding classes of stock 
(including preferred stock and non-traded common shares 
that are convertible into or exchangeable for traded com-
mon shares) and not just the voting and non-voting com-
mon equity of the registrant. 
TITLE II—HELPING STARTUPS 
CONTINUE TO GROW 
SEC. 1201. SHORT TITLE. 
This title may be cited as the ‘‘Helping Startups Con-
tinue To Grow Act’’. 
SEC. 1202. EMERGING GROWTH COMPANY CRITERIA. 
(a) SECURITIES ACT OF 1933.—Section 2(a)(19) of 
the Securities Act of 1933 (15 U.S.C. 77b(a)(19)) is 
amended— 
(1) by striking ‘‘$1,000,000,000’’ each place 
such term appears and inserting ‘‘$1,500,000,000’’; 
(2) in subparagraph (B)— 
(A) by striking ‘‘fifth’’ and inserting ‘‘7- 
year’’; and 
(B) by adding ‘‘or’’ at the end; 
(3) in subparagraph (C), by striking ‘‘; or’’ and 
inserting a period; and 
(4) by striking subparagraph (D). 
(b) SECURITIES EXCHANGE ACT OF 1934.—Section 
3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)) is amended, in the first paragraph (80) (related 
to emerging growth companies)—
(1) by striking ‘‘$1,000,000,000’’ each place 
such term appears and inserting ‘‘$1,500,000,000’’; 
(2) in subparagraph (B)— 
(A) by striking ‘‘fifth’’ and inserting ‘‘7- 
year’’; and 
(B) by adding ‘‘or’’ at the end; 
(3) in subparagraph (C), by striking ‘‘; or’’ and 
inserting a period; and 
(4) by striking subparagraph (D). 
TITLE 
III—SEC 
AND 
PCAOB 
AUDITOR 
REQUIREMENTS 
FOR NEWLY PUBLIC COMPA-
NIES 
SEC. 1301. AUDITOR INDEPENDENCE FOR CERTAIN PAST 
AUDITS OCCURRING BEFORE AN ISSUER IS A 
PUBLIC COMPANY. 
(a) AUDITOR INDEPENDENCE STANDARDS OF THE 
PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD.— 
Section 103 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 
7213) is amended by adding at the end the following: 
‘‘(e) AUDITOR INDEPENDENCE FOR CERTAIN PAST 
AUDITS OCCURRING BEFORE AN ISSUER IS A PUBLIC 
COMPANY.—With respect to an issuer that is a public 
company or an issuer that has filed a registration state-
ment to become a public company, the auditor independ-
ence rules established by the Board with respect to audits 
occurring before the last fiscal year of the issuer completed 
before the issuer filed a registration statement to become 
a public company shall treat an auditor as independent 
if— 
‘‘(1) the auditor is independent under standards 
established by the American Institute of Certified 
Public Accountants applicable to certified public ac-
countants in United States; or 
‘‘(2) with respect to a foreign issuer, the audi-
tor is independent under comparable standards ap-
plicable to certified public accountants in the issuer’s 
home country.’’. 
(b) AUDITOR INDEPENDENCE STANDARDS OF THE 
SECURITIES AND EXCHANGE COMMISSION.—Section 10A 
of the Securities Exchange Act of 1934 (15 U.S.C. 78j– 
1) is amended by adding at the end the following: 
‘‘(n) AUDITOR INDEPENDENCE FOR CERTAIN PAST 
AUDITS OCCURRING BEFORE AN ISSUER IS A PUBLIC 
COMPANY.—With respect to an issuer that is a public 
company or an issuer that has filed a registration state-
ment to become a public company, the auditor independ-
ence rules established by the Commission under the securi-
ties laws with respect to audits occurring before the last 
fiscal year of the issuer completed before the issuer filed
a registration statement to become a public company shall 
treat an auditor as independent if— 
‘‘(1) the auditor is independent under standards 
established by the American Institute of Certified 
Public Accountants applicable to certified public ac-
countants in United States; or 
‘‘(2) with respect to a foreign issuer, the audi-
tor is independent under comparable standards ap-
plicable to certified public accountants in the issuer’s 
home country.’’. 
TITLE IV—EXPAND THE PROTEC-
TION 
FOR 
RESEARCH 
RE-
PORTS TO COVER ALL SECU-
RITIES OF ALL ISSUERS 
SEC. 1401. PROVISION OF RESEARCH. 
Section 2(a)(3) of the Securities Act of 1933 (15 
U.S.C. 77b(a)(3)) is amended— 
(a) by striking ‘‘an emerging growth company’’ and 
inserting ‘‘an issuer’’; 
(b) by striking ‘‘the common equity’’ and inserting 
‘‘any’’; and 
(c) by striking ‘‘such emerging growth company’’ and 
inserting ‘‘such issuer’’.
TITLE V—EXCLUDE QIBS AND 
IAAS 
FROM 
THE 
RECORD 
HOLDER COUNT FOR MANDA-
TORY REGISTRATION 
SEC. 1501. EXCLUSIONS FROM MANDATORY REGISTRATION 
THRESHOLD. 
(a) IN GENERAL.—Section 12(g)(1) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78l(g)(1)) is amended— 
(1) in subparagraph (A)(i), by inserting after 
‘‘persons’’ the following: ‘‘(that are not a qualified 
institutional buyer or an institutional accredited in-
vestor)’’; and 
(2) in subparagraph (B), by inserting after 
‘‘persons’’ the following: ‘‘(that are not a qualified 
institutional buyer or an institutional accredited in-
vestor)’’. 
(b) NONAPPLICABILITY
OF GENERAL EXEMPTIVE 
AUTHORITY.—Section 36 of the Securities Exchange Act 
of 1934 (15 U.S.C. 78mm) shall not apply to the matter 
inserted by the amendments made by subsection (a).
TITLE VI—EXPAND WKSI 
ELIGIBILITY 
SEC. 
1601. 
DEFINITION 
OF 
WELL-KNOWN 
SEASONED 
ISSUER. 
For purposes of the Federal securities laws, and reg-
ulations 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 $250,000,000 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 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.
DIVISION 
B—HELPING 
SMALL 
BUSINESSES 
AND 
ENTRE-
PRENEURS 
TITLE I—UNLOCKING CAPITAL 
FOR SMALL BUSINESSES 
SEC. 2101. SHORT TITLE. 
This title may be cited as the ‘‘Unlocking Capital for 
Small Businesses Act of 2023’’. 
SEC. 2102. SAFE HARBORS FOR PRIVATE PLACEMENT BRO-
KERS AND FINDERS. 
(a) IN GENERAL.—Section 15 of the Securities Ex-
change Act of 1934 (15 U.S.C. 78o) is amended by adding 
at the end the following: 
‘‘(p) PRIVATE PLACEMENT BROKER SAFE HAR-
BOR.— 
‘‘(1) 
REGISTRATION
REQUIREMENTS.—Not 
later than 180 days after the date of the enactment 
of this subsection the Commission shall promulgate 
regulations with respect to private placement brokers 
that are no more stringent than those imposed on 
funding portals. 
‘‘(2) NATIONAL
SECURITIES
ASSOCIATIONS.— 
Not later than 180 days after the date of the enact-
ment of this subsection the Commission shall pro-
mulgate regulations that require the rules of any na-
tional securities association to allow a private place-
ment broker to become a member of such national 
securities association subject to reduced membership 
requirements consistent with this subsection. 
‘‘(3) DISCLOSURES REQUIRED.—Before effect-
ing a transaction, a private placement broker shall 
disclose clearly and conspicuously, in writing, to all 
parties to the transaction as a result of the broker’s 
activities— 
‘‘(A) that the broker is acting as a private 
placement broker; 
‘‘(B) the amount of any payment or antici-
pated payment for services rendered as a pri-
vate placement broker in connection with such 
transaction; 
‘‘(C) the person to whom any such pay-
ment is made; and 
‘‘(D) any beneficial interest in the issuer, 
direct or indirect, of the private placement 
broker, of a member of the immediate family of 
the private placement broker, of an associated 
person of the private placement broker, or of a 
member of the immediate family of such associ-
ated person.
‘‘(4) 
PRIVATE
PLACEMENT
BROKER
DE-
FINED.—In this subsection, the term ‘private place-
ment broker’ means a person that— 
‘‘(A) receives transaction-based compensa-
tion— 
‘‘(i) for effecting a transaction by— 
‘‘(I) introducing an issuer of se-
curities and a buyer of such securities 
in connection with the sale of a busi-
ness effected as the sale of securities; 
or 
‘‘(II) introducing an issuer of se-
curities and a buyer of such securities 
in connection with the placement of 
securities in transactions that are ex-
empt from registration requirements 
under the Securities Act of 1933; and 
‘‘(ii) that is not with respect to— 
‘‘(I) a class of publicly traded se-
curities; 
‘‘(II) the securities of an invest-
ment company (as defined in section 3 
of the Investment Company Act of 
1940); or
‘‘(III) a variable or equity-in-
dexed annuity or other variable or eq-
uity-indexed life insurance product; 
‘‘(B) with respect to a transaction for 
which such transaction-based compensation is 
received— 
‘‘(i) does not handle or take posses-
sion of the funds or securities; and 
‘‘(ii) does not engage in an activity 
that requires registration as an investment 
adviser under State or Federal law; and 
‘‘(C) is not a finder as defined under sub-
section (q). 
‘‘(q) FINDER SAFE HARBOR.— 
‘‘(1) NONREGISTRATION.—A finder is exempt 
from the registration requirements of this Act. 
‘‘(2) NATIONAL SECURITIES ASSOCIATIONS.—A 
finder shall not be required to become a member of 
any national securities association. 
‘‘(3) FINDER DEFINED.—In this subsection, the 
term ‘finder’ means a person described in para-
graphs (A) and (B) of subsection (p)(4) that— 
‘‘(A) receives transaction-based compensa-
tion of equal to or less than $500,000 in any 
calendar year;
‘‘(B) receives transaction-based compensa-
tion in connection with transactions that result 
in a single issuer selling securities valued at 
equal to or less than $15,000,000 in any cal-
endar year; 
‘‘(C) receives transaction-based compensa-
tion in connection with transactions that result 
in any combination of issuers selling securities 
valued at equal to or less than $30,000,000 in 
any calendar year; or 
‘‘(D) receives transaction-based compensa-
tion in connection with fewer than 16 trans-
actions that are not part of the same offering 
or are otherwise unrelated in any calendar 
year.’’. 
(b) VALIDITY OF CONTRACTS WITH REGISTERED 
PRIVATE PLACEMENT BROKERS AND FINDERS.—Section 
29 of the Securities Exchange Act of 1934 (15 U.S.C. 
78cc) is amended by adding at the end the following: 
‘‘(d) Subsection (b) shall not apply to a contract 
made for a transaction if— 
‘‘(1) the transaction is one in which the issuer 
engaged the services of a broker or dealer that is not 
registered under this Act with respect to such trans-
action;
‘‘(2) such issuer received a self-certification 
from such broker or dealer certifying that such 
broker or dealer is a registered private placement 
broker under section 15(p) or a finder under section 
15(q); and 
‘‘(3) the issuer either did not know that such 
self-certification was false or did not have a reason-
able basis to believe that such self-certification was 
false.’’. 
(c) REMOVAL OF PRIVATE PLACEMENT BROKERS 
FROM DEFINITIONS OF BROKER.— 
(1) RECORDS AND REPORTS ON MONETARY IN-
STRUMENTS TRANSACTIONS.—Section 5312 of title 
31, United States Code, is amended in subsection 
(a)(2)(G) by inserting ‘‘with the exception of a pri-
vate placement broker as defined in section 15(p)(4) 
of the Securities Exchange Act of 1934 (15 U.S.C. 
78o(p)(4))’’ before the semicolon at the end. 
(2) SECURITIES EXCHANGE ACT OF 1934.—Sec-
tion 3(a)(4) of the Securities Exchange Act of 1934 
(15 U.S.C. 78c(a)(4)) is amended by adding at the 
end the following: 
‘‘(G) PRIVATE PLACEMENT BROKERS.—A 
private placement broker as defined in section
15(p)(4) is not a broker for the purposes of this 
Act.’’. 
SEC. 2103. LIMITATIONS ON STATE LAW. 
Section 15(i) of the Securities Exchange Act of 1934 
(15 U.S.C. 78o(i)) is amended— 
(1) by redesignating paragraphs (3) and (4) as 
paragraphs (4) and (5), respectively; 
(2) by inserting after paragraph (2) the fol-
lowing: 
‘‘(3) PRIVATE PLACEMENT BROKERS AND FIND-
ERS.— 
‘‘(A) IN GENERAL.—No State or political 
subdivision thereof may enforce any law, rule, 
regulation, or other administrative action that 
imposes greater registration, audit, financial 
recordkeeping, or reporting requirements on a 
private placement broker or finder than those 
that are required under subsections (p) and (q), 
respectively. 
‘‘(B) DEFINITION
OF
STATE.—For pur-
poses of this paragraph, the term ‘State’ in-
cludes the District of Columbia and each terri-
tory of the United States.’’; and
(3) in paragraph (4), as so redesignated, by 
striking ‘‘paragraph (3)’’ and inserting ‘‘paragraph 
(5)’’. 
TITLE II—SMALL BUSINESS 
INVESTOR CAPITAL ACCESS 
SEC. 2201. SHORT TITLE. 
This title may be cited as the ‘‘Small Business Inves-
tor Capital Access Act’’. 
SEC. 2202. INFLATION ADJUSTMENT FOR THE EXEMPTION 
THRESHOLD FOR CERTAIN INVESTMENT AD-
VISERS OF PRIVATE FUNDS. 
Section 203(m) of the Investment Advisers Act of 
1940 (15 U.S.C. 80b–3(m)) is amended by adding at the 
end the following: 
‘‘(5) INFLATION ADJUSTMENT.—The Commis-
sion shall adjust the dollar amount described under 
paragraph (1)— 
‘‘(A) upon enactment of this paragraph, to 
reflect the change in the Consumer Price Index 
for All Urban Consumers published by the Bu-
reau of Labor Statistics of the Department of 
Labor between the date of enactment of the 
Private Fund Investment Advisers Registration 
Act of 2010 and the date of enactment of this 
paragraph; and
‘‘(B) annually thereafter, to reflect the 
change in the Consumer Price Index for All 
Urban Consumers published by the Bureau of 
Labor Statistics of the Department of Labor.’’. 
TITLE III—IMPROVING CAPITAL 
ALLOCATION FOR NEWCOMERS 
SEC. 2301. SHORT TITLE. 
This title may be cited as the ‘‘Improving Capital Al-
location for Newcomers Act of 2023’’. 
SEC. 2302. QUALIFYING VENTURE CAPITAL FUNDS. 
Section 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 ‘‘600 per-
sons’’; and 
(2) 
in 
subparagraph 
(C)(i), 
by 
striking 
‘‘$10,000,000’’ and inserting ‘‘$150,000,000’’. 
TITLE 
IV—SMALL 
ENTRE-
PRENEURS’ 
EMPOWERMENT 
AND DEVELOPMENT 
SEC. 2401. SHORT TITLE. 
This title may be cited as the ‘‘Small Entrepreneurs’ 
Empowerment and Development Act of 2023’’ or the 
‘‘SEED Act of 2023’’.
SEC. 2402. MICRO-OFFERING EXEMPTION. 
(a) IN GENERAL.—Section 4 of the Securities Act of 
1933 (15 U.S.C. 77d) is amended— 
(1) in subsection (a), by adding at the end the 
following: 
‘‘(8) transactions meeting the requirements of 
subsection (f).’’; and 
(2) by adding at the end the following: 
‘‘(f) MICRO-OFFERINGS.—The transactions referred 
to in subsection (a)(8) are transactions involving the sale 
of securities by an issuer (including all entities controlled 
by or under common control with the issuer) where the 
aggregate amount of all securities sold by the issuer, in-
cluding any amount sold in reliance on the exemption pro-
vided under subsection (a)(8), during the 12-month period 
preceding such transaction, does not exceed $250,000.’’. 
(b) DISQUALIFICATION.— 
(1) IN
GENERAL.—Not later than 270 days 
after the date of enactment of this Act, the Securi-
ties and Exchange Commission shall, by rule, estab-
lish disqualification provisions under which an issuer 
shall not be eligible to offer securities pursuant to 
section 4(a)(8) of the Securities Act of 1933, as 
added by this section. 
(2) INCLUSIONS.—Disqualification provisions 
required by this subsection shall—
(ii) has been convicted of any felony 
or misdemeanor in connection with the 
purchase or sale of any security or involv-
ing the making of any false filing with the 
Commission. 
(3) COVERED REGULATOR DEFINED.—In this 
subsection, the term ‘‘covered regulator’’ means— 
(A) a State securities commission (or an 
agency or officer of a State performing like 
functions); 
(B) a State authority that supervises or 
examines banks, savings associations, or credit 
unions; 
(C) a State insurance commission (or an 
agency or officer of a State performing like 
functions); 
(D) a Federal banking agency (as defined 
under section 3 of the Federal Deposit Insur-
ance Act); and 
(E) the National Credit Union Administra-
tion. 
(c) EXEMPTION UNDER STATE REGULATIONS.—Sec-
tion 18(b)(4) of the Securities Act of 1933 (15 U.S.C. 
77r(b)(4)) is amended—
(1) in subparagraph (F), by striking ‘‘or’’ at 
the end; 
(2) in subparagraph (G), by striking the period 
and inserting ‘‘; or’’; and 
(3) by adding at the end the following: 
‘‘(H) section 4(a)(8).’’. 
TITLE V—REGULATION A+ 
IMPROVEMENT 
SEC. 2501. SHORT TITLE. 
This title may be cited as the ‘‘Regulation A+ Im-
provement Act of 2023’’. 
SEC. 2502. JOBS ACT-RELATED EXEMPTION. 
Section 3(b) of the Securities Act of 1933 (15 U.S.C. 
77c(b)) is amended— 
(1) 
in 
paragraph 
(2)(A), 
by 
striking 
‘‘$50,000,000’’ and inserting ‘‘$150,000,000, ad-
justed for inflation by the Commission every 2 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’’; and 
(2) in paragraph (5)— 
(A) by striking ‘‘such amount as’’ and in-
serting: ‘‘such amount, in addition to the ad-
justment for inflation provided for under such 
paragraph (2)(A), as’’; and
(B) by striking ‘‘such amount, it’’ and in-
serting ‘‘such amount, in addition to the adjust-
ment for inflation provided for under such 
paragraph (2)(A), it’’. 
TITLE VI—DEVELOPING AND EM-
POWERING 
OUR 
ASPIRING 
LEADERS 
SEC. 2601. SHORT TITLE. 
This title may be cited as the ‘‘Developing and Em-
powering our Aspiring Leaders Act of 2023’’ or the 
‘‘DEAL Act of 2023’’. 
SEC. 2602. DEFINITIONS. 
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, in a manner that 
facilitates capital formation without compromising inves-
tor protection— 
(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 is a qualifying in-
vestment 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 
the qualifying investments of the private fund are ei-
ther— 
(A) predominantly qualifying investments 
that were acquired directly from a qualifying 
portfolio company; or 
(B) predominantly qualifying investments 
in another venture capital fund or other venture 
capital funds. 
SEC. 2603. REPORTS. 
(a) GAO REPORT.—The Comptroller General of the 
United States shall issue a report to Congress on the risks 
and impacts of concentrated sectoral counterparty risk in 
the banking sector, in light of the failure of Silicon Valley 
Bank. 
(b) ADVOCATE FOR SMALL BUSINESS CAPITAL FOR-
MATION REPORT.—The Advocate for Small Business Cap-
ital Formation shall issue a report to Congress and the 
Securities and Exchange Commission—
(1) examining the access to banking services for 
venture funds and companies funded by venture cap-
ital, in light of the failure of Silicon Valley Bank, es-
pecially those funds and companies located outside 
of the established technology and venture capital 
hubs of California, Massachusetts, and New York; 
and 
(2) containing any policy recommendations of 
the Advocate. 
TITLE 
VII—IMPROVING 
CROWDFUNDING OPPORTUNI-
TIES 
SEC. 2701. SHORT TITLE. 
This title may be cited as the ‘‘Improving 
Crowdfunding Opportunities Act’’. 
SEC. 2702. 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: 
‘‘(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: 
‘‘(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-
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. 
(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)’’; 
(2) by striking the term ‘‘section 4(6)(B)’’ each 
place such term appears and inserting ‘‘section 
4(a)(6)(B)’’; 
(3) in section 4A(f), by striking ‘‘Section 4(6)’’ 
and inserting ‘‘Section 4(a)(6)’’; and 
(4) in section 18(b)(4)(A), by striking ‘‘section 
4’’ and inserting ‘‘section 4(a)’’. 
TITLE VIII—RESTORING THE 
SECONDARY TRADING MARKET 
SEC. 2801. SHORT TITLE. 
This title may be cited as the ‘‘Restoring the Sec-
ondary Trading Market Act’’. 
SEC. 2802. EXEMPTION FROM STATE REGULATION. 
Section 18(a) of the Securities Act of 1933 (15 
U.S.C. 77r(a)) 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 
‘‘(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 
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. 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. 
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; 
(3) in clause (ii), by striking the period at the 
end and inserting a semicolon; and 
(4) by adding at the end the following: 
‘‘(iii) with respect to a proposed 
transaction, any individual whose aggre-
gate investment, at the completion of such 
transaction, in securities with respect to 
which there has not been a public offering 
is not more than 10 percent of the greater 
of— 
‘‘(I) the net assets of the indi-
vidual; or 
‘‘(II) the annual income of the 
individual;’’. 
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. 
TITLE IV—ACCREDITED INVES-
TORS INCLUDE INDIVIDUALS 
RECEIVING 
ADVICE 
FROM 
CERTAIN PROFESSIONALS 
SEC. 3401. ACCREDITED INVESTORS INCLUDE INDIVIDUALS 
RECEIVING ADVICE FROM CERTAIN PROFES-
SIONALS. 
(a) SECURITIES ACT OF 1933.—Section 2(a)(15) of 
the Securities Act of 1933 (15 U.S.C. 77b(a)(15)), as 
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-
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). 
DIVISION D—HELPING ANGELS 
LEAD OUR STARTUPS 
SEC. 4001. CLARIFICATION OF GENERAL SOLICITATION. 
(a) DEFINITIONS.—For purposes of this section and 
the revision of rules required under this section: 
(1) ANGEL
INVESTOR
GROUP.—The 
term 
‘‘angel investor group’’ means any group that— 
(A) is composed of accredited investors in-
terested in investing personal capital in early- 
stage companies; 
(B) holds regular meetings and has defined 
processes and procedures for making invest-
ment decisions, either individually or among the 
membership of the group as a whole; and 
(C) is neither associated nor affiliated with 
brokers, dealers, or investment advisers. 
(2) ISSUER.—The term ‘‘issuer’’ means an 
issuer that is a business, is not in bankruptcy or re-
ceivership, is not an investment company, and is not 
a blank check, blind pool, or shell company. 
(b) IN GENERAL.—Not later than 6 months after the 
date of enactment of this Act, the Securities and Ex-
change Commission shall revise Regulation D (17 CFR
230.500 et seq.) to require that in carrying out the prohi-
bition against general solicitation or general advertising 
contained in section 230.502(c) of title 17, Code of Fed-
eral Regulations, the prohibition shall not apply to a pres-
entation or other communication made by or on behalf of 
an issuer which is made at an event— 
(1) sponsored by— 
(A) the United States or any territory 
thereof, the District of Columbia, any State, a 
political subdivision of any State or territory, or 
any agency or public instrumentality of any of 
the foregoing; 
(B) a college, university, or other institu-
tion of higher education; 
(C) a nonprofit organization; 
(D) an angel investor group; 
(E) a venture forum, venture capital asso-
ciation, or trade association; or 
(F) any other group, person, or entity as 
the Securities and Exchange Commission may 
determine by rule; 
(2) where any advertising for the event does not 
reference any specific offering of securities by the 
issuer; 
(3) the sponsor of which—
(A) 
does 
not 
make 
investment 
rec-
ommendations or provide investment advice to 
event attendees; 
(B) does not engage in an active role in 
any investment negotiations between the issuer 
and investors attending the event; 
(C) does not charge event attendees any 
fees other than reasonable administrative fees; 
(D) does not receive any compensation for 
making introductions between investors attend-
ing the event and issuers, or for investment ne-
gotiations between such parties; 
(E) makes readily available to attendees a 
disclosure not longer than one page in length, 
as prescribed by the Securities and Exchange 
Commission, describing the nature of the event 
and the risks of investing in the issuers pre-
senting at the event; and 
(F) does not receive any compensation 
with respect to such event that would require 
registration of the sponsor as a broker or a 
dealer under the Securities Exchange Act of 
1934, or as an investment advisor under the In-
vestment Advisers Act of 1940; and
(4) where no specific information regarding an 
offering of securities by the issuer is communicated 
or distributed by or on behalf of the issuer, other 
than— 
(A) that the issuer is in the process of of-
fering securities or planning to offer securities; 
(B) the type and amount of securities 
being offered; 
(C) the amount of securities being offered 
that have already been subscribed for; and 
(D) the intended use of proceeds of the of-
fering. 
(c) RULE OF CONSTRUCTION.—Subsection (b) may 
only be construed as requiring the Securities and Ex-
change Commission to amend the requirements of Regula-
tion D with respect to presentations and communications, 
and not with respect to purchases or sales. 
(d) NO PRE-EXISTING SUBSTANTIVE RELATIONSHIP 
BY REASON
OF EVENT.—Attendance at an event de-
scribed under subsection (b) shall not qualify, by itself, 
as establishing a pre-existing substantive relationship be-
tween an issuer and a purchaser, for purposes of Rule 
506(b).
DIVISION E—IMPROVING 
DISCLOSURE FOR INVESTORS 
SEC. 5001. SHORT TITLE. 
This division may be cited as the ‘‘Improving Disclo-
sure for Investors Act of 2024’’. 
SEC. 5002. ELECTRONIC DELIVERY. 
(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 (h)(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) 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. 
(d) 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. 
(e) OTHER REQUIRED ACTIONS.—
(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) the Investment Company 
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 de-
fined in section 3(a)(4) and section 3(a)(5) of 
the Securities Exchange Act of 1934) (15 
U.S.C. 78c(a)(4) & 78c(a)(5)); 
(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 de-
fined in section 3(a)(43) and section 3(a)(44) of 
the Securities Exchange Act of 1934) (15 
U.S.C. 78c(a)(43) & 78c(a)(44));
(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)(80)). 
(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 electronic delivery 
of an appropriate notice of the availability of 
the regulatory document to the investor; and 
(C) an electronic method reasonably de-
signed to ensure receipt of such regulatory doc-
ument 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)(3) 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–10 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 2(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, such as a mobile 
application, to which an investor of a covered entity 
has been provided reasonable access. 
DIVISION F—ENHANCEMENT OF 
403(b) PLANS 
SEC. 6101. SHORT TITLE. 
This division may be cited as the ‘‘Retirement Fair-
ness for Charities and Educational Institutions Act of 
2024’’. 
SEC. 6102. 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;
‘‘(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— 
‘‘(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 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 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)’’. 
DIVISION G—INCREASING 
INVESTOR OPPORTUNITIES 
SEC. 7001. 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 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) OTHER RESTRICTIONS ON COMMISSION AU-
THORITY.— 
‘‘(A) IN GENERAL.—Except as otherwise 
prohibited or restricted by this Act (or any rule 
issued under this Act) or to the extent per-
mitted by subparagraph (B), the Commission 
may not impose any condition on, restrict, or 
otherwise limit— 
‘‘(i) the offer to sell, or the sale of, se-
curities issued by a closed-end company 
that invests, or proposes to invest, in secu-
rities issued by private funds; or 
‘‘(ii) the listing of the securities of a 
closed-end company described in clause (i) 
on a national securities exchange. 
‘‘(B) UNRELATED
RESTRICTIONS.—The 
Commission may impose a condition on, re-
strict, or otherwise limit an activity described in 
clause (i) or (ii) of subparagraph (A) if that 
condition, restriction or limitation is unrelated 
to the underlying characteristics of a private 
fund or the status of a private fund as a private 
fund. 
‘‘(3) 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 pursuant to section 54.’’. 
(b) DEFINITION OF PRIVATE FUND.—Section 2(a) of 
the Investment Company Act of 1940 (15 U.S.C. 80a– 
2(a)) is amended by adding at the end the following: 
‘‘(55) The term ‘private fund’ has the meaning 
given in section 202(a) of the Investment Advisers 
Act of 1940 (15 U.S.C. 80b–2(a)).’’. 
(c) TREATMENT
BY NATIONAL SECURITIES EX-
CHANGES.—Section 6 of the Securities Exchange Act of 
1934 (15 U.S.C. 78f) is amended by adding at the end 
the following: 
‘‘(m)(1) Except as otherwise prohibited or restricted 
by rules of the exchange that are consistent with section 
5(d) of the Investment Company Act of 1940 (15 U.S.C. 
80a–5(d)), an exchange may not prohibit, condition, re-
strict, or impose any other limitation on the listing or
trading of the securities of a closed-end company when 
the closed-end company invests, or may invest, some or 
all of the assets of the closed-end company in securities 
issued by private funds. 
‘‘(2) In this subsection— 
‘‘(A) the term ‘closed-end company’— 
‘‘(i) has the meaning given the term in sec-
tion 5(a) of the Investment Company Act of 
1940 (15 U.S.C. 80a–5(a)); and 
‘‘(ii) includes a closed-end company that 
elects to be treated as a business development 
company pursuant to section 54 of the Invest-
ment Company Act of 1940 (15 U.S.C. 80a– 
53); and 
‘‘(B) the term ‘private fund’ has the meaning 
given the term in section 2(a) of the Investment 
Company Act of 1940 (15 U.S.C. 80a–2(a))).’’. 
(d) INVESTMENT LIMITATION.—Section 3(c) of the 
Investment Company Act of 1940 (15 U.S.C. 80a–3(c)) 
is amended— 
(1) in paragraph (1), in the matter preceding 
subparagraph (A), in the second sentence, by strik-
ing ‘‘subparagraphs (A)(i) and (B)(i)’’ and inserting 
‘‘subparagraphs (A)(i), (B)(i), and (C)’’; and
(2) in paragraph (7)(D), by striking ‘‘subpara-
graphs (A)(i) and (B)(i)’’ and inserting ‘‘subpara-
graphs (A)(i), (B)(i), and (C)’’. 
(e) RULES OF CONSTRUCTION.— 
(1) Nothing in this section or the amendments 
made by this section may be construed to limit or 
amend any fiduciary duty owed to a closed-end com-
pany (as defined in section 5(a)(2) of the Investment 
Company Act of 1940 (15 U.S.C. 80a-5(a)(2))) or 
by an investment adviser (as defined under section 
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. 
Passed the House of Representatives March 8, 
2024. 
Attest: 
Clerk.