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Bill
Notes

H.R. 2799 — what changed

Expanding Access to Capital Act of 2023

From Introduced in House to Reported in House. 14 sections amended and 10 removed between Introduced in House and Reported in House.

Sec. 1201 Short title

changed This title may be cited as the “Improving Disclosure for Investors Act of 2023”.“Helping Startups Continue To Grow Act”.

Sec. 1202 Emerging growth company criteria

(a)
changed Promulgation Securities Act of rules—1933— Not later than 180 days after the date of the enactment Section 2(a)(19) of this section, the Securities and Exchange Commission shall propose and, not later than 1 year after the date of the enactment Act of this section, the Commission shall finalize, rules, regulations, 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.1933 (15 U.S.C. 77b(a)(19)) is amended—
(1)
added by striking “$1,000,000,000” each place such term appears and inserting “$1,500,000,000”;
(2)
added in subparagraph (B)—
(A)
added by striking “fifth” and inserting “7-year”; and
(B)
added by adding “or” at the end;
(3)
added in subparagraph (C), by striking “; or” and inserting a period; and
(4)
added by striking subparagraph (D).
(b)
changed Required provisions—Securities Exchange Act of 1934— Rules, regulations, amendments, or interpretations Section 3(a) of the Commission promulgates pursuant Securities Exchange Act of 1934 (15 U.S.C. 78c(a)) is amended, in the first paragraph (80) (related to subsection (a) shall:emerging growth companies)—
(1)
changed With respect to investors that do not receive all regulatory documents by electronic delivery, provide for—striking “$1,000,000,000” each place such term appears and inserting “$1,500,000,000”;
(A)
removed delivery of an initial communication in paper form regarding electronic delivery;
(B)
removed a transition period not to exceed 180 days until such regulatory documents are delivered to such investors by electronic delivery; and
(C)
removed during a period not to exceed 2 years following the transition period set forth in subparagraph (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 regulatory documents.
(2)
changed Set forth requirements for the content of the initial communication described in paragraph (1)(A).subparagraph (B)—
(A)
added by striking “fifth” and inserting “7-year”; and
(B)
added by adding “or” at the end;
(3)
changed Set forth requirements for the timing of delivery of a notice of website availability of regulatory documents and the content of the appropriate notice described in subsection (h)(3)(B).subparagraph (C), by striking “; or” and inserting a period; and
(4)
changed Provide a mechanism for investors to opt out of electronic delivery at any time and receive paper versions of regulatory documents.by striking subparagraph (D).
(5)
removed Require measures reasonably designed to identify and remediate failed electronic deliveries of regulatory documents.
(6)
removed Set forth minimum requirements regarding readability and retainability for regulatory documents that are delivered electronically.
(7)
removed For covered entities other than brokers, dealers, investment advisers registered with the Commission, and investment companies, require measures reasonably designed to ensure the confidentiality of personal information in regulatory documents that are delivered to investors electronically.
(c)
removed 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)
removed Rule of construction— Nothing in this section 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)
removed Treatment of revisions not completed in a timely manner— If the Commission fails to finalize the rules, regulations, amendments, or interpretations required under subsection (a) before the date specified in such subsection—
(1)
removed a covered entity may deliver regulatory documents using electronic delivery in accordance with subsections (b) through (d); and
(2)
removed such electronic delivery shall be deemed to satisfy the obligation of the covered entity to deliver regulatory documents required under the securities laws.
(f)
removed Other action—
(1)
removed Review of rules— The Commission shall—
(A)
removed within 180 days of the date of enactment 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)
removed within 1 year of the date of enactment of this Act, promulgate amendments to such rules or regulations to provide that any requirement to deliver a regulatory document “in writing” may be satisfied by electronic delivery.
(2)
removed Actions by self-regulatory organizations— Each self-regulatory organization shall adopt rules and regulations, or amend the rules and regulations of the self-regulatory organization, consistent with this Act and consistent with rules, regulations, amendments, or interpretations finalized by the Commission pursuant to subsection (a).
(3)
removed Rule of application— This subsection shall not apply to a rule or regulation issued pursuant to a Federal statute if that Federal statute specifically requires delivery of written documents to investors.
(g)
removed Definitions— In this section:
(1)
removed Commission— The term Commission means the Securities and Exchange Commission.
(2)
removed Covered entity— The term covered entity means—
(A)
removed an investment company (as defined in section 3(a)(1) of the Investment Company Act of 1940 (15 U.S.C. 80a–3)) that is registered under such Act;
(B)
removed 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)
removed a registered broker or dealer (as defined 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)
removed 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)
removed a registered government securities broker or government securities dealer (as defined 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)
removed a registered investment adviser (as defined in section 202(a)(11) of the Investment Advisers Act of 1940) (15 U.S.C. 80b–1);
(G)
removed a registered transfer agent (as defined in section 3(a)(25) of the Securities Exchange Act of 1934) (15 U.S.C. 78c(a)); or
(H)
removed a registered funding portal (as defined in section 3(a)(81) of the Securities Exchange Act of 1934) (15 U.S.C. 78c(a)).
(3)
removed Electronic delivery— The term electronic delivery, with respect to regulatory documents, includes—
(A)
removed the direct delivery of such regulatory document to an electronic address of an investor;
(B)
removed the posting of such regulatory document to a website and direct electronic delivery of an appropriate notice of the availability of the regulatory document to the investor; and
(C)
removed an electronic method reasonably designed to ensure receipt of such regulatory document by the investor.
(4)
removed Regulatory documents— The term regulatory documents includes—
(A)
removed prospectuses meeting the requirements of section 10(a) of the Securities Act of 1933 (15 U.S.C. 77j);
(B)
removed summary prospectuses meeting the requirements of—
(i)
removed section 230.498 of title 17, Code of Federal Regulations; or
(ii)
removed section 230.498A of title 17, Code of Federal Regulations;
(C)
removed statements of additional information, as described under section 270.30e–3(h)(3) of title 17, Code of Federal Regulations;
(D)
removed annual and semi-annual reports to investors meeting the requirements of section 30(e) of the Investment Company Act of 1940 (15 U.S.C. 80a–29(e));
(E)
removed notices meeting the requirements under section 270.19a–1 of title 17, Code of Federal Regulations;
(F)
removed confirmations and account statements meeting the requirements under section 240.10b–10 of title 17, Code of Federal Regulations;
(G)
removed proxy statements meeting the requirements under section 240.14a–3 of title 17, Code of Federal Regulations;
(H)
removed privacy notices meeting the requirements of Regulation S–P under subpart A of part 248 of title 17, Code of Federal Regulations;
(I)
removed affiliate marketing notices meeting the requirements of Regulation S–AM under subpart B of part 248 of title 17, Code of Federal Regulations; and
(J)
removed all other regulatory documents required to be delivered by covered entities to investors under the securities laws and the rules and regulations of the Commission and the self-regulatory organizations.
(5)
removed 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)
removed Self-regulatory organization— The term self-regulatory organization means—
(A)
removed a self-regulatory organization, as defined in section 2(a)(26) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)); and
(B)
removed the Municipal Securities Rulemaking Board.
(7)
removed Website— The term website means an internet website or other digital, internet, or electronic-based information repository, such as a mobile application, to which an investor of a covered entity has been provided reasonable access.

Sec. 1301 Auditor independence for certain past audits occurring before an issuer is a public company

(a)
added 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:

added “(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 statement to become a public company, the auditor independence 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—

added “(1) the auditor is independent under standards established by the American Institute of Certified Public Accountants applicable to certified public accountants in United States; or

added “(2) with respect to a foreign issuer, the auditor is independent under comparable standards applicable to certified public accountants in the issuer’s home country.”

(b)
added 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:

added “(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 statement to become a public company, the auditor independence rules established by the Commission under the securities 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—

added “(1) the auditor is independent under standards established by the American Institute of Certified Public Accountants applicable to certified public accountants in United States; or

added “(2) with respect to a foreign issuer, the auditor is independent under comparable standards applicable to certified public accountants in the issuer’s home country.”

removed This title may be cited as the “Helping Startups Continue To Grow Act”.

Sec. 1302 Emerging growth company criteria

removed
(a)
removed Securities Act of 1933— Section 2(a)(19) of the Securities Act of 1933 (15 U.S.C. 77b(a)(19)) is amended—
(1)
removed by striking “$1,000,000,000” each place such term appears and inserting “$1,500,000,000”;
(2)
removed in subparagraph (B)—
(A)
removed by striking “fifth” and inserting “7-year”; and
(B)
removed by adding “or” at the end;
(3)
removed in subparagraph (C), by striking “; or” and inserting a period; and
(4)
removed by striking subparagraph (D).
(b)
removed 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)
removed by striking “$1,000,000,000” each place such term appears and inserting “$1,500,000,000”;
(2)
removed in subparagraph (B)—
(A)
removed by striking “fifth” and inserting “7-year”; and
(B)
removed by adding “or” at the end;
(3)
removed in subparagraph (C), by striking “; or” and inserting a period; and
(4)
removed by striking subparagraph (D).

Sec. 1401 Provision of research

added Section 2(a)(3) of the Securities Act of 1933 (15 U.S.C. 77b(a)(3)) is amended—

(a)
removed 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:

removed “(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 statement to become a public company, the auditor independence 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—

removed “(1) the auditor is independent under standards established by the American Institute of Certified Public Accountants applicable to certified public accountants in United States; or

removed “(2) with respect to a foreign issuer, the auditor is independent under comparable standards applicable to certified public accountants in the issuer’s home country.”

(a)
changed 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:striking “an emerging growth company” and inserting “an issuer”;
(b)
added by striking “the common equity” and inserting “any”; and
(c)
added by striking “such emerging growth company” and inserting “such issuer”.

removed “(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 statement to become a public company, the auditor independence rules established by the Commission under the securities 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—

removed “(1) the auditor is independent under standards established by the American Institute of Certified Public Accountants applicable to certified public accountants in United States; or

removed “(2) with respect to a foreign issuer, the auditor is independent under comparable standards applicable to certified public accountants in the issuer’s home country.”

Sec. 1501 Exclusions from mandatory registration threshold

(a)
added In general— Section 12(g)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(g)(1)) is amended—
(1)
added in subparagraph (A)(i), by inserting after “persons” the following: “(that are not a qualified institutional buyer or an institutional accredited investor)”; and
(2)
added in subparagraph (B), by inserting after “persons” the following: “(that are not a qualified institutional buyer or an institutional accredited investor)”.

removed Section 2(a)(3) of the Securities Act of 1933 (15 U.S.C. 77b(a)(3)) is amended—

(b)
changed 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 striking “an emerging growth company” and inserting “an issuer”;the amendments made by subsection (a).
(b)
removed by striking “the common equity” and inserting “any”; and
(c)
removed by striking “such emerging growth company” and inserting “such issuer”.

Sec. 1601 Definition of well-known seasoned issuer

changed Section 202(a)(11) For purposes of the Investment Advisers Act of 1940 (15 U.S.C. 80b–2(a)(11)) is amended—Federal securities laws, and regulations issued thereunder, an issuer shall be a “well-known seasoned issuer” if—

(1)
changed by striking “(C) any” the aggregate market value of the voting and inserting “(C)(i) any”;non-voting common equity held by non-affiliates of the issuer is $250,000,000 or more (as determined under Form S–3 general instruction I.B.1. as in effect on the date of enactment of this Act); and
(2)
changed by striking “dealer and who receives” and inserting “dealer; the issuer otherwise satisfies the requirements 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 minimum worldwide market value of outstanding voting and (ii)(I) who receives”; andnon-voting common equity held by non-affiliates.
(3)
removed by inserting “; or (II) who receives special compensation for research services (as described in section 28(e)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 78bb(e)(1))) from a client that is directly or indirectly required as a result of laws of a foreign financial regulatory authority to pay special compensation for such services” after “compensation therefor”.

Sec. 1701 Smaller reporting company, accelerated filer, and large accelerated filer thresholds

(a)
added Smaller reporting companies—
(1)
added In general— The Securities and Exchange Commission shall revise the definition of a “smaller reporting company” under section 229.10(f)(1) of title 17, Code of Federal Regulations—
(A)
added in paragraph (i), by adjusting the public float threshold from $250,000,000 to $500,000,000; and
(B)
added in paragraph (ii)—
(i)
added by adjusting the annual revenue threshold from $100,000,000 to $250,000,000; and
(ii)
added in paragraph (B), by adjusting the public float threshold from $700,000,000 to $900,000,000.
(a)
removed In general— Section 12(g)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(g)(1)) is amended—
(2)
changed Use of three-year rolling average annual revenues— in subparagraph (A)(i), by inserting after “persons” The Securities and Exchange Commission shall revise paragraphs (1)(ii) and (2)(iii)(B) under the following: “(that are not a qualified institutional buyer or an institutional accredited investor)”; anddefinition of “smaller reporting company” under section 229.10(f)(1) of title 17, Code of Federal Regulations, by substituting “three-year rolling average annual revenues” for “annual revenues”.
(3)
changed Conforming changes— in subparagraph (B), by inserting after “persons” The Securities and Exchange Commission shall revise the following: “(that are not definition of a qualified institutional buyer or an institutional accredited investor)”.“smaller reporting company” under sections 230.405 and 240.12b–2 of title 17, Code of Federal Regulations, and any other rule of the Commission in the same manner as such definition is revised under paragraphs (1) and (2).
(b)
added Accelerated filers and large accelerated filers—
(1)
added Large accelerated filer— The Securities and Exchange Commission shall revise the definition of a “large accelerated filer” under section 240.12b–2(2) of title 17, Code of Federal Regulations, to increase the threshold amount (for the aggregate worldwide market value of the voting and non-voting common equity held by non-affiliates of an issuer) from $700,000,000 to $750,000,000.
(2)
added Threshold to exit accelerated filer status— The Securities and Exchange Commission shall revise section 240.12b–2(3)(ii) of title 17, Code of Federal Regulations, to increase the threshold amount (for the aggregate worldwide market value of the voting and non-voting common equity held by non-affiliates of an issuer) at which an issuer is no longer an accelerated filer from $60,000,000 to $75,000,000.
(3)
added Threshold to exit large accelerated filer status— The Securities and Exchange Commission shall revise section 240.12b–2(3)(iii) of title 17, Code of Federal Regulations, to increase the threshold amount (for the aggregate worldwide market value of the voting and non-voting common equity held by non-affiliates of an issuer) at which an issuer is no longer a large accelerated filer from $560,000,000 to $750,000,000.
(4)
added Exclusion of smaller reporting companies— The Securities and Exchange Commission shall revise the definitions of an “accelerated filer” and a “large accelerated filer” under paragraphs (1) and (2) of section 240.12b–2 of title 17, Code of Federal Regulations, respectively, to exclude any issuer that is a smaller reporting company, as defined under section 229.10(f)(1) of title 17, Code of Federal Regulations.
(b)
removed 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).

Sec. 1801 Definition of well-known seasoned issuer

removed

removed For purposes of the Federal securities laws, and regulations issued thereunder, an issuer shall be a “well-known seasoned issuer” if—

(1)
removed 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 determined under Form S–3 general instruction I.B.1. as in effect on the date of enactment of this Act); and
(2)
removed the issuer otherwise satisfies the requirements 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 minimum worldwide market value of outstanding voting and non-voting common equity held by non-affiliates.

Sec. 1901 Smaller reporting company, accelerated filer, and large accelerated filer thresholds

removed
(a)
removed Smaller reporting companies—
(1)
removed In general— The Securities and Exchange Commission shall revise the definition of a “smaller reporting company” under section 229.10(f)(1) of title 17, Code of Federal Regulations—
(A)
removed in paragraph (i), by adjusting the public float threshold from $250,000,000 to $500,000,000; and
(B)
removed in paragraph (ii)—
(i)
removed by adjusting the annual revenue threshold from $100,000,000 to $250,000,000; and
(ii)
removed in paragraph (B), by adjusting the public float threshold from $700,000,000 to $900,000,000.
(2)
removed Use of three-year rolling average annual revenues— The Securities and Exchange Commission shall revise paragraphs (1)(ii) and (2)(iii)(B) under the definition of “smaller reporting company” under section 229.10(f)(1) of title 17, Code of Federal Regulations, by substituting “three-year rolling average annual revenues” for “annual revenues”.
(3)
removed Conforming changes— The Securities and Exchange Commission shall revise the definition of a “smaller reporting company” under sections 230.405 and 240.12b–2 of title 17, Code of Federal Regulations, and any other rule of the Commission in the same manner as such definition is revised under paragraphs (1) and (2).
(b)
removed Accelerated filers and large accelerated filers—
(1)
removed Large accelerated filer— The Securities and Exchange Commission shall revise the definition of a “large accelerated filer” under section 240.12b–2(2) of title 17, Code of Federal Regulations, to increase the threshold amount (for the aggregate worldwide market value of the voting and non-voting common equity held by non-affiliates of an issuer) from $700,000,000 to $750,000,000.
(2)
removed Threshold to exit accelerated filer status— The Securities and Exchange Commission shall revise section 240.12b–2(3)(ii) of title 17, Code of Federal Regulations, to increase the threshold amount (for the aggregate worldwide market value of the voting and non-voting common equity held by non-affiliates of an issuer) at which an issuer is no longer an accelerated filer from $60,000,000 to $75,000,000.
(3)
removed Threshold to exit large accelerated filer status— The Securities and Exchange Commission shall revise section 240.12b–2(3)(iii) of title 17, Code of Federal Regulations, to increase the threshold amount (for the aggregate worldwide market value of the voting and non-voting common equity held by non-affiliates of an issuer) at which an issuer is no longer a large accelerated filer from $560,000,000 to $750,000,000.
(4)
removed Exclusion of smaller reporting companies— The Securities and Exchange Commission shall revise the definitions of an “accelerated filer” and a “large accelerated filer” under paragraphs (1) and (2) of section 240.12b–2 of title 17, Code of Federal Regulations, respectively, to exclude any issuer that is a smaller reporting company, as defined under section 229.10(f)(1) of title 17, Code of Federal Regulations.

Sec. 2102 Safe harbors for private placement brokers and finders

(a)
In general— Section 15 of the Securities Exchange Act of 1934 (15 U.S.C. 78o) is amended by adding at the end the following:

“(p) Private placement broker safe harbor

“(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 enactment of this subsection the Commission shall promulgate regulations that require the rules of any national securities association to allow a private placement broker to become a member of such national securities association subject to reduced membership requirements consistent with this subsection.

“(3) Disclosures required—Before effecting 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 anticipated payment for services rendered as a private placement broker in connection with such transaction;

changed “(C) the person to whom any such payment is made;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 associated person.

“(4) Private placement broker defined—In this subsection, the term “private placement broker” means a person that—

“(A) receives transaction-based compensation—

“(i) for effecting a transaction by—

“(I) introducing an issuer of securities and a buyer of such securities in connection with the sale of a business effected as the sale of securities; or

“(II) introducing an issuer of securities and a buyer of such securities in connection with the placement of securities in transactions that are exempt from registration requirements under the Securities Act of 1933; and

“(ii) that is not with respect to—

“(I) a class of publicly traded securities;

“(II) the securities of an investment company (as defined in section 3 of the Investment Company Act of 1940); or

“(III) a variable or equity-indexed annuity or other variable or equity-indexed life insurance product;

“(B) with respect to a transaction for which such transaction-based compensation is received—

“(i) does not handle or take possession 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 subsection (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 paragraphs (A) and (B) of subsection (p)(4) that—

“(A) receives transaction-based compensation of equal to or less than $500,000 in any calendar year;

changed “(B) receives transaction-based compensation in connection with transactions that result in a single issuer selling securities valued at equal to or less than $15 million $15,000,000 in any calendar year;

changed “(C) receives transaction-based compensation in connection with transactions that result in any combination of issuers selling securities valued at equal to or less than $30 million $30,000,000 in any calendar year; or

“(D) receives transaction-based compensation in connection with fewer than 16 transactions 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 transaction;

“(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 reasonable 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 instruments transactions— Section 5312 of title 31, United States Code, is amended in subsection (a)(2)(G) by inserting “with the exception of a private 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— Section 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. 2701 Short title

changed This title may be cited as the “Helping Angels Lead Our Startups Act of 2023” or the “HALOS Act of 2023”.“Improving Crowdfunding Opportunities Act”.

Sec. 2702 Crowdfunding revisions

(a)
changed Definitions—Exemption from State regulation— For purposes Section 18(b)(4)(A) of this title and the revision Securities Act of rules required under this title:1933 (15 U.S.C. 77r(b)(4)(A)) is amended by striking “pursuant to section” and all that follows through the semicolon at the end and inserting the following: “pursuant to—

added “(i) section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m, 78o(d)); or

added “(ii) section 4A(b) or any regulation issued under that section;”

(1)
removed Angel investor group— The term angel investor group means any group that—
(A)
removed is composed of accredited investors interested in investing personal capital in early-stage companies;
(B)
removed holds regular meetings and has defined processes and procedures for making investment decisions, either individually or among the membership of the group as a whole; and
(C)
removed is neither associated nor affiliated with brokers, dealers, or investment advisers.
(2)
removed Issuer— The term issuer means an issuer that is a business, is not in bankruptcy or receivership, is not an investment company, and is not a blank check, blind pool, or shell company.
(b)
changed In general—Liability for material misstatements and omissions— Not later than 6 months after the date of enactment Section 4A(c) of this Act, the Securities and Exchange Commission shall revise Regulation D of its rules (17 CFR 230.500 et seq.) to require that in carrying out the prohibition against general solicitation or general advertising contained in section 230.502(c) of title 17, Code of Federal Regulations, the prohibition shall not apply to a presentation or other communication made by or on behalf Act of an issuer which 1933 (15 U.S.C. 77d–1(c)) is made at an event—amended—
(1)
changed sponsored by—by redesignating paragraph (3) as paragraph (4); and
(A)
removed 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)
removed a college, university, or other institution of higher education;
(C)
removed a nonprofit organization;
(D)
removed an angel investor group;
(E)
removed a venture forum, venture capital association, or trade association;
(F)
removed an incubator;
(G)
removed an accelerator; or
(H)
removed any other group, person, or entity as the Securities and Exchange Commission may determine by rule;
(2)
changed where any advertising for the event does not reference any specific offering of securities by inserting after paragraph (2) the issuer;following:

added “(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 portal knowingly—

added “(A) makes any untrue statement of a material 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

added “(B) engages in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person.”

(c)
added Applicability of Bank Secrecy Act requirements—
(1)
added Securities Act of 1933— Section 4A(a) of the Securities Act of 1933 (15 U.S.C. 77d–1(a)) is amended—
(A)
added in paragraph (11), by striking “and” at the end;
(B)
added in paragraph (12), by striking the period at the end and inserting “; and”; and
(C)
added by adding at the end the following:

added “(13) not be subject to the recordkeeping and reporting requirements relating to monetary instruments under subchapter II of chapter 53 of title 31, United States Code.”

(2)
added Title 31, United States Code— Section 5312 of title 31, United States Code, is amended by striking subsection (c) and inserting the following:

added “(c) Additional clarification—The term financial institution (as defined in subsection (a))—

added “(1) includes any futures commission merchant, commodity trading advisor, or commodity pool operator registered, or required to register, under the Commodity Exchange Act (7 U.S.C. 1 et seq.); and

added “(2) does not include 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)).”

(3)
removed the sponsor of which—
(A)
removed does not make investment recommendations or provide investment advice to event attendees;
(B)
removed does not engage in an active role in any investment negotiations between the issuer and investors attending the event;
(C)
removed does not charge event attendees any fees other than reasonable administrative fees;
(D)
removed does not receive any compensation for making introductions between investors attending the event and issuers, or for investment negotiations between such parties;
(E)
removed 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 presenting at the event; and
(F)
removed 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 Investment Advisers Act of 1940; and
(4)
removed 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)
removed that the issuer is in the process of offering securities or planning to offer securities;
(B)
removed the type and amount of securities being offered;
(C)
removed the amount of securities being offered that have already been subscribed for; and
(D)
removed the intended use of proceeds of the offering.
(c)
removed Rule of construction— Subsection (b) may only be construed as requiring the Securities and Exchange Commission to amend the requirements of Regulation D with respect to presentations and communications, and not with respect to purchases or sales.
(d)
changed No pre-Existing substantive relationship by reason Provision of event—impersonal investment advice and recommendations— Attendance at an event described under subsection (b) shall not qualify, by itself, as establishing a pre-existing substantive relationship between an issuer and a purchaser, for purposes Section 3(a) of Rule 506(b).the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)) is amended—
(1)
added by redesignating the second paragraph (80) (relating to funding portals) as paragraph (81); and
(2)
added in paragraph (81)(A), as so redesignated, by inserting after “recommendations” the following: “(other than by providing impersonal investment advice by means of written material, or an oral statement, that does not purport to meet the objectives or needs of a specific individual or account)”.
(e)
added Target amounts of certain exempted offerings— 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 securities in reliance on section 4(a)(6) of the Securities Act of 1933 (15 U.S.C. 77d(a)(6)) if—
(1)
added 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)
added the financial statements of such issuer that have either been reviewed or audited by a public accountant that is independent of the issuer are unavailable at the time of filing; and
(3)
added such issuer provides a statement that financial information certified by the principal executive officer of the issuer has been provided instead of financial statements reviewed by a public accountant that is independent of the issuer.
(f)
added Exemption available to investment companies— Section 4A(f) of the Securities Act of 1933 (15 U.S.C. 77d–1(f)) is amended—
(1)
added in paragraph (2), by inserting “or” after the semicolon;
(2)
added by striking paragraph (3); and
(3)
added by redesignating paragraph (4) as paragraph (3).
(g)
added Non-accredited investor requirements— Section 4(a)(6) of the Securities Act of 1933 (15 U.S.C. 77d(a)(6))) is amended—
(1)
added in subparagraph (A), by striking “$1,000,000” and inserting “$10,000,000”; and
(2)
added in subparagraph (B), by striking “does not exceed” and all that follows through “more than $100,000” and inserting “does not exceed 10 percent of the annual income or net worth of such investor”.
(h)
added Technical correction— The Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended—
(1)
added by striking the term “section 4(6)” each place such term appears and inserting “section 4(a)(6)”;
(2)
added by striking the term “section 4(6)(B)” each place such term appears and inserting “section 4(a)(6)(B)”; and
(3)
added in section 4A(f), by striking “Section 4(6)” and inserting “Section 4(a)(6)”.

Sec. 2703 Restrictions on new filing requirements in connection with a general solicitation

removed

removed With respect to any offer or sale of a security under Regulation D (17 CFR 230.500 et seq.) that is exempt from the prohibition against general solicitation or general advertising contained in section 230.502(c) of title 17, Code of Federal Regulations, the Securities and Exchange Commission may not issue any rule that would apply additional filing requirements (including requirements to file information with the Commission before or after a general solicitation or general advertising) to a general solicitation or general advertising of such a security that were not in effect on the date of enactment of this Act.

Sec. 2801 Short title

changed This title may be cited as the “Improving Crowdfunding Opportunities “Restoring the Secondary Trading Market Act”.

Sec. 2802 Exemption from State regulation

added Section 18(a) of the Securities Act of 1933 (15 U.S.C. 77r(a)) is amended—

(a)
removed Exemption from State regulation— Section 18(b)(4)(A) of the Securities Act of 1933 (15 U.S.C. 77r(b)(4)(A)) is amended by striking “pursuant to section” and all that follows through the semicolon at the end and inserting the following: “pursuant to—

removed “(i) section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m, 78o(d)); or

removed “(ii) section 4A(b) or any regulation issued under that section;”

(1)
changed Liability for material misstatements and omissions— Section 4A(c) of in paragraph (2), by striking “or” at the Securities Act of 1933 (15 U.S.C. 77d–1(c)) is amended—end;
(2)
added in paragraph (3), by striking the period at the end and inserting “; or”; and
(1)
removed by redesignating paragraph (3) as paragraph (4); and
(2)
removed by inserting after paragraph (2) the following:

removed “(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 portal knowingly—

removed “(A) makes any untrue statement of a material 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

removed “(B) engages in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person.”

(c)
removed Applicability of Bank Secrecy Act requirements—
(1)
removed Securities Act of 1933— Section 4A(a) of the Securities Act of 1933 (15 U.S.C. 77d–1(a)) is amended—
(A)
removed in paragraph (11), by striking “and” at the end;
(B)
removed in paragraph (12), by striking the period at the end and inserting “; and”; and
(3)
renumbered was (4)(2)(5) by adding at the end the following:

added “(4) shall directly or indirectly prohibit, limit, or impose any conditions upon the off-exchange secondary trading (as such term is defined by the Commission) in securities of an issuer that makes current information publicly available, including—

added “(A) the information required in the periodic and current reports described under paragraph (b) of section 230.257 of title 17, Code of Federal Regulations; or

added “(B) the documents and information required with respect to Tier 2 offerings, as defined in section 230.251(a) of title 17, Code of Federal Regulations.”

removed “(13) not be subject to the recordkeeping and reporting requirements relating to monetary instruments under subchapter II of chapter 53 of title 31, United States Code.”

(2)
removed Title 31, United States Code— Section 5312 of title 31, United States Code, is amended by striking subsection (c) and inserting the following:

removed “(c) Additional clarification—The term financial institution (as defined in subsection (a))—

removed “(1) includes any futures commission merchant, commodity trading advisor, or commodity pool operator registered, or required to register, under the Commodity Exchange Act (7 U.S.C. 1 et seq.); and

removed “(2) does not include 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)).”

(d)
removed Provision of impersonal investment advice and recommendations— Section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)) is amended—
(1)
removed by redesignating the second paragraph (80) (relating to funding portals) as paragraph (81); and
(2)
removed in paragraph (81)(A), as so redesignated, by inserting after “recommendations” the following: “(other than by providing impersonal investment advice by means of written material, or an oral statement, that does not purport to meet the objectives or needs of a specific individual or account)”.
(e)
removed Target amounts of certain exempted offerings— 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 securities in reliance on section 4(a)(6) of the Securities Act of 1933 (15 U.S.C. 77d(a)(6)) if—
(1)
removed 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)
removed the financial statements of such issuer that have either been reviewed or audited by a public accountant that is independent of the issuer are unavailable at the time of filing; and
(3)
removed such issuer provides a statement that financial information certified by the principal executive officer of the issuer has been provided instead of financial statements reviewed by a public accountant that is independent of the issuer.
(f)
removed Exemption available to investment companies— Section 4A(f) of the Securities Act of 1933 (15 U.S.C. 77d–1(f)) is amended—
(1)
removed in paragraph (2), by inserting “or” after the semicolon;
(2)
removed by striking paragraph (3); and
(3)
removed by redesignating paragraph (4) as paragraph (3).
(g)
removed Non-Accredited investor requirements— Section 4(a)(6) of the Securities Act of 1933 (15 U.S.C. 77d(a)(6)) is amended—
(1)
removed in subparagraph (A), by striking “$1,000,000” and inserting “$10,000,000”; and
(2)
removed in subparagraph (B), by striking “does not exceed” and all that follows through “more than $100,000” and inserting “does not exceed 10 percent of the annual income or net worth of such investor”.
(h)
removed Technical correction— The Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended—
(1)
removed by striking the term “section 4(6)” each place such term appears and inserting “section 4(a)(6)”; and
(2)
removed by striking the term “section 4(6)(B)” each place such term appears and inserting “section 4(a)(6)(B)”.

Sec. 2901 Short title

removed

removed This title may be cited as the “Restoring the Secondary Trading Market Act”.

Sec. 2902 Exemption from State regulation

removed

removed Section 18(a) of the Securities Act of 1933 (15 U.S.C. 77r(b)(4)) is amended—

(1)
removed in paragraph (2), by striking “or” at the end;
(2)
removed in paragraph (3), by striking the period at the end and inserting “; or”; and
(3)
removed by adding at the end the following:

removed “(4) shall directly or indirectly prohibit, limit, or impose any conditions upon the off-exchange secondary trading (as such term is defined by the Commission) in securities of an issuer that makes current information publicly available, including—

removed “(A) the information required in the periodic and current reports described under paragraph (b) of section 230.257 of title 17, Code of Federal Regulations; or

removed “(B) the documents and information required with respect to Tier 2 offerings, as defined in section 230.251(a) of title 17, Code of Federal Regulations.”

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 investor shall mean—” and inserting the following:

“(15) Accredited investor

“(A) In general—The term accredited investor means—”

(2)
changed in clause (i), by striking “or” at the end; andend;
(3)
added in clause (ii), by striking the period at the end and inserting a semicolon; and
(4)
renumbered was (5) by adding at the end the following:

“(iii) with respect to a proposed transaction, any individual whose aggregate 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 individual; or

“(II) the annual income of the individual;”

Sec. 3401 Accredited investors include individuals receiving advice from certain professionals

(a)
added 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:

added “(v) any individual receiving individualized investment advice or individualized investment recommendations with respect to the applicable transaction from an individual described under section 203.501(a)(10) of title 17, Code of Federal Regulations.

added “(B) Definitions—In subparagraph (A)(v):

added “(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 publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities” under section 202(a)(11) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–2(a)(11)).

added “(ii) Investment recommendation—The term “investment recommendation” shall be interpreted consistently with the interpretation of the term “recommendation” under section 240.15l-1 of title 17, Code of Federal Regulations.”

(b)
added 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).

removed This title may be cited as the “Increasing Investor Opportunities Act”.

Sec. 3402 Closed-end company authority to invest in private funds

removed
(a)
removed In general— Section 5 of the Investment Company Act of 1940 (15 U.S.C. 80a–5) is amended by adding at the end the following:

removed “(d) Closed-End company authority To invest in private funds

removed “(1) In general—Except as otherwise prohibited 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.

removed “(2) Application—Notwithstanding section 6(f), this subsection shall also apply to a closed-end company that elects to be treated as a business development company.”

(b)
removed Definition of private fund—
(1)
removed Investment Company Act of 1940— 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:

removed “(55) The term private fund means an issuer that would be an investment company but for paragraph (1) or (7) of section 3(c).”

(2)
removed 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:

removed “(29) The term private fund has the meaning given that term under section 2(a) of the Investment Company Act of 1940.”

(c)
removed Treatment by national securities exchanges— 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:

removed “(11)

removed “(A) The rules of the exchange do not prohibit 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 private funds.

removed “(B) In this paragraph—

removed “(i) the term closed-end company has the meaning given that term under section 5(a) of the Investment Company Act of 1940, and includes a closed-end company that elects to be treated as a business development company under section 6(f) of such Act; and

removed “(ii) the term private fund has the meaning given that term under section 2(a) of the Investment Company Act of 1940.”

(d)
removed Investment limitation— Section 3(c) of the Investment Company Act of 1940 (15 U.S.C. 80a–3(c)) is amended—
(1)
removed in paragraph (1), by striking “subparagraphs (A)(i) and (B)(i)” and inserting “subparagraphs (A)(i), (B)(i), and (C)”; and
(2)
removed in paragraph (7)(D), by striking “subparagraphs (A)(i) and (B)(i)” and inserting “subparagraphs (A)(i), (B)(i), and (C)”.

Sec. 3501 Accredited investors include individuals receiving advice from certain professionals

removed
(a)
removed 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:

removed “(v) any individual receiving individualized investment advice or individualized investment recommendations with respect to the applicable transaction from an individual described under section 203.501(a)(10) of title 17, Code of Federal Regulations.

removed “(B) Definitions—In subparagraph (A)(v):

removed “(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 publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities” under section 202(a)(11) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–2(a)(11)).

removed “(ii) Investment recommendation—The term “investment recommendation” shall be interpreted consistently with the interpretation of the term “recommendation” under section 240.15l-1 of title 17, Code of Federal Regulations.”

(b)
removed 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).

Sec. 3601 Short title

removed

removed This title may be cited as the “Retirement Fairness for Charities and Educational Institutions Act of 2023”.

Sec. 3602 Enhancement of 403(b) plans

removed
(a)
removed Amendments to the Investment Company Act of 1940— Section 3(c)(11) of the Investment Company Act of 1940 (15 U.S.C. 80a–3(c)(11)) is amended to read as follows:

removed “(11) Any—

removed “(A) employee’s stock bonus, pension, or profit-sharing trust which meets the requirements for qualification under section 401 of the Internal Revenue Code of 1986;

removed “(B) custodial account meeting the requirements of section 403(b)(7) of such Code;

removed “(C) governmental plan described in section 3(a)(2)(C) of the Securities Act of 1933;

removed “(D) collective trust fund maintained by a bank consisting solely of assets of one or more—

removed “(i) trusts described in subparagraph (A);

removed “(ii) government plans described in subparagraph (C);

removed “(iii) church plans, companies, or accounts that are excluded from the definition of an investment company under paragraph (14) of this subsection; or

removed “(iv) plans which meet the requirements of section 403(b) of the Internal Revenue Code of 1986 if—

removed “(I) such plan is subject to title I of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1001 et seq.);

removed “(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 investments among which participants can choose; or

removed “(III) such plan is a governmental plan (as defined in section 414(d) of such Code); or

removed “(E) separate account the assets of which are derived solely from—

removed “(i) contributions under pension or profit-sharing plans which meet the requirements of section 401 of the Internal Revenue Code of 1986 or the requirements for deduction of the employer’s contribution under section 404(a)(2) of such Code;

removed “(ii) contributions under governmental plans in connection with which interests, participations, or securities are exempted from the registration provisions of section 5 of the Securities Act of 1933 by section 3(a)(2)(C) of such Act;

removed “(iii) advances made by an insurance company in connection with the operation of such separate account; and

removed “(iv) contributions to a plan described in subparagraph (D)(iv).”

(b)
removed 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)
removed 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 fiduciary 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)
removed by striking “(C), or (D)” and inserting “(C), (D), or (E)”; and
(3)
removed by striking “(iii) which is a plan funded” and inserting “(iii) in the case of a plan not described in subparagraph (D), which is a plan funded”.
(c)
removed Amendments to the Securities Exchange Act of 1934— Section 3(a)(12)(C) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(12)(C)) is amended—
(1)
removed by striking “or (iv)” and inserting “(iv) 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 fiduciary 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)
removed by striking “(ii), or (iii)” and inserting “(ii), (iii), or (iv)”; and
(3)
removed by striking “(II) is a plan funded” and inserting “(II) in the case of a plan not described in clause (iv), is a plan funded”.