H.R. 3383 — what changed

added Section 4(i) of the Securities Exchange Act of 1934 (15 U.S.C. 78d(i)) is amended—

added “(i) Discretion to adjust amount—The Commission may increase the amount specified in subsections (b)(1)(D)(i) and (b)(1)(D)(ii) from $250,000 to an amount not greater than $400,000 upon the recommendation of the Office of the Advocate for Small Business Capital Formation and the Office of the Investor Advocate.”

added Section 203(m) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–3(m)) is amended—

added “(5) Inflation adjustment—The Commission shall, every 5 years, adjust the dollar amount described under paragraph (1) 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, and round such dollar amount to the nearest multiple of $1,000,000.”

added Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 78d) is amended by adding at the end the following:

added “(k) Offices of Small Business—The Commission shall ensure that, within each of the Division of Corporation Finance, the Division of Investment Management, and the Division of Trading and Markets, an Office of Small Business is established that shall coordinate with the Office of the Advocate for Small Business Capital Formation on rules and policy priorities related to capital formation. This subsection may not be construed to authorize expenditures for additional full-time equivalent employees.”

added Section 4(i) of the Securities Exchange Act of 1934 (15 U.S.C. 78d(i)) is amended by adding at the end the following:

added “(10) Preservation of information collection burden review

added “(A) In general—Actions taken by the Advocate for Small Business Capital Formation under this subsection shall not be a “collection of information” for purposes of subchapter I of chapter 35 of title 44, United States Code (commonly known as the “Paperwork Reduction Act”).

added “(B) Exceptions—Notwithstanding subparagraph (A), the requirements under subsections (c)(1), (c)(4), and (i) of section 3506 of title 44, United States Code, and section 3507(a)(1)(A) of such title shall apply to actions taken by the Advocate for Small Business Capital Formation under this subsection, except that the Commission shall not be required—

added “(i) to submit a collection of information by the Advocate to the Director of the Office of Management and Budget, as referenced under section 3506(c)(1)(A) of such title;

added “(ii) to display a control number on a collection of information by the Advocate, as described under section 3506(c)(1)(B)(i) of such title (or to inform a person receiving a collection of information from the Advocate that the collection of information needs to display a control number, as described under section 3506(c)(1)(B)(iii)(V) of such title); or

added “(iii) to indicate a collection of information by the Advocate is in accordance with the clearance requirements of section 3507 of such title, as described under section 3506(c)(1)(B)(ii) of such title.”

added Not later than the end of the 180-day period beginning on the date of the enactment of this Act, the Securities and Exchange Commission shall—

added “(B) with respect to a proposed sale of a security, any natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, at the time of such sale, exceeds $1,000,000 (which amount, along with the amounts set forth in subparagraph (C), shall be adjusted for inflation by the Commission every 5 years to the nearest $10,000 to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics) where, for purposes of calculating net worth under this subparagraph—

added “(i) the person’s primary residence shall not be included as an asset;

added “(ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of such sale, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of such sale exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

added “(iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of such sale shall be included as a liability;

added “(C) any natural person who had an individual income in excess of $200,000 in each of the 2 most recent years or joint income with that person’s spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

added “(D) any natural person who is—

added “(i) currently licensed or registered as a broker or investment adviser by the Commission, a self-regulatory organization (as defined in section 3(a) of the Securities Exchange Act of 1934), or the securities division of a State, the District of Columbia, or a territory of the United States or the equivalent division responsible for licensing or registration of individuals in connection with securities activities; and

added “(ii) in good standing with respect to such license or registration;

added “(E) any natural person the Commission determines, by regulation, to have demonstrable education or job experience to qualify such person as having professional knowledge of a subject related to a particular investment, and whose education or job experience is verified by a self-regulatory organization (as defined in section 3(a) of the Securities Exchange Act of 1934); or”

added “(11) Any—

added “(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;

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

added “(C) governmental plan described in section 3(a)(2)(C) of the Securities Act of 1933 (15 U.S.C. 77c(a)(2)(C));

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

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

added “(ii) governmental plans described in subparagraph (C);

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

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

added “(I) if—

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

added “(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

added “(cc) such plan is a governmental plan (as defined in section 414(d) of such Code); and

added “(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 participants in the plan; or

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

added “(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;

added “(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 (15 U.S.C. 77e) by section 3(a)(2)(C) of such Act (15 U.S.C. 77c(a)(2)(C));

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

added “(iv) contributions to a plan described in clause (iii) or (iv) of subparagraph (D).”

added “(l) Senior Investor Taskforce

added “(1) Establishment—There is established within the Commission the Senior Investor Taskforce (in this subsection referred to as the “Taskforce”).

added “(2) Director of the Taskforce—The head of the Taskforce shall be the Director, who shall—

added “(A) report directly to the Chairman; and

added “(B) be appointed by the Chairman, in consultation with the Commission, from among individuals—

added “(i) currently employed by the Commission or from outside of the Commission; and

added “(ii) having experience in advocating for the interests of senior investors.

added “(3) Staffing—The Chairman shall ensure that—

added “(A) the Taskforce is staffed sufficiently to carry out fully the requirements of this subsection; and

added “(B) such staff shall include individuals from the Division of Enforcement, Office of Compliance Inspections and Examinations, and Office of Investor Education and Advocacy.

added “(4) No compensation for members of Taskforce—All members of the Taskforce appointed under paragraph (2) or (3) shall serve without compensation in addition to that received for their services as officers or employees of the United States.

added “(5) Minimizing duplication of efforts—In organizing and staffing the Taskforce, the Chairman shall take such actions as may be necessary to minimize the duplication of efforts within the divisions and offices described under paragraph (3)(B) and any other divisions, offices, or taskforces of the Commission.

added “(6) Functions of the Taskforce—The Taskforce shall—

added “(A) identify challenges that senior investors encounter, including problems associated with financial exploitation and cognitive decline;

added “(B) identify areas in which senior investors would benefit from changes in the regulations of the Commission or the rules of self-regulatory organizations;

added “(C) coordinate, as appropriate, with other offices within the Commission, other taskforces that may be established within the Commission, self-regulatory organizations, and the Elder Justice Coordinating Council; and

added “(D) consult, as appropriate, with State securities and law enforcement authorities, State insurance regulators, and other Federal agencies.

added “(7) Report—The Taskforce, in coordination, as appropriate, with the Office of the Investor Advocate and self-regulatory organizations, and in consultation, as appropriate, with State securities and law enforcement authorities, State insurance regulators, and Federal agencies, shall issue a report every 2 years to the Committee on Banking, Housing, and Urban Affairs and the Special Committee on Aging of the Senate and the Committee on Financial Services of the House of Representatives, the first of which shall not be issued until after the report described in section 3 of the National Senior Investor Initiative Act of 2025 has been issued and considered by the Taskforce, containing—

added “(A) appropriate statistical information and full and substantive analysis;

added “(B) a summary of recent trends and innovations that have impacted the investment landscape for senior investors;

added “(C) a summary of regulatory initiatives that have concentrated on senior investors and industry practices related to senior investors;

added “(D) key observations, best practices, and areas needing improvement, involving senior investors identified during examinations, enforcement actions, and investor education outreach;

added “(E) a summary of the most serious issues encountered by senior investors, including issues involving financial products and services;

added “(F) an analysis with regard to existing policies and procedures of brokers, dealers, investment advisers, and other market participants related to senior investors and senior investor-related topics and whether these policies and procedures need to be further developed or refined;

added “(G) recommendations for such changes to the regulations, guidance, and orders of the Commission and self-regulatory organizations and such legislative actions as may be appropriate to resolve problems encountered by senior investors; and

added “(H) any other information, as determined appropriate by the Director of the Taskforce.

added “(8) Request for reports—The Taskforce shall make any report issued under paragraph (7) available to a Member of Congress who requests such a report.

added “(9) Sunset—The Taskforce shall terminate after the end of the 10-year period beginning on the date of the enactment of this subsection.

added “(10) Senior investor defined—In this subsection, the term senior investor means an investor over the age of 65.

added “(11) Use of existing funds—The Commission shall use existing funds to carry out this subsection.”

added “(d) Closed-end company authority to invest in private funds

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

added “(2) Other restrictions on Commission authority—Except as otherwise prohibited or restricted by this Act (or any rule issued under this Act), the Commission may not impose any condition on, restrict, or otherwise limit—

added “(A) the offer to sell, or the sale of, securities issued by a closed-end company that invests, or proposes to invest, in securities issued by private funds; or

added “(B) the listing of the securities of a closed-end company described in subparagraph (A) on a national securities exchange.

added “(3) Unrelated restrictions—The Commission may impose a condition on, restrict, or otherwise limit an activity described in paragraph (1) or subparagraph (A) or (B) of paragraph (2) 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.

added “(4) Rule of 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 pursuant to section 54.”

added “(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)).”

added “(m)

added “(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, restrict, 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.

added “(2) In this subsection—

added “(A) the term closed-end company—

added “(i) has the meaning given the term in section 5(a) of the Investment Company Act of 1940 (15 U.S.C. 80a–5(a)); and

added “(ii) includes a closed-end company that elects to be treated as a business development company pursuant to section 54 of the Investment Company Act of 1940 (15 U.S.C. 80a–53); and

added “(B) 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)).”

added Section 12(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(b)) is amended—

added “(1) In general—Notwithstanding”

added “(2) Additional requirements

added “(A) In general—The Commission may promulgate regulations, subject to public notice and comment, to impose such other terms, conditions, or requirements on the engaging in oral or written communications described under paragraph (1) by an issuer other than an emerging growth company as the Commission determines appropriate.

added “(B) Report to Congress—Prior to any rulemaking described under subparagraph (A), the Commission shall submit to Congress a report containing a list of the findings supporting the basis of the rulemaking.”

added “(1) In general—Any issuer may, with respect to an initial public offering, initial registration of a security of the issuer under section 12(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(b)), or follow-on offering, confidentially submit to the Commission a draft registration statement, for confidential nonpublic review by the staff of the Commission prior to public filing, provided that the initial confidential submission and all amendments thereto shall be publicly filed with the Commission not later than—

added “(A) in the case of an initial public offering, 10 days before the effective date of such registration statement;

added “(B) in the case of an initial registration of a security of the issuer under such section 12(b), 10 days before listing on an exchange; or

added “(C) in the case of any offering after an initial public offering or an initial registration under such section 12(b), 48 hours before the effective date of such registration statement.

added “(2) Additional requirements

added “(A) In general—The Commission may promulgate regulations, subject to public notice and comment, to impose such other terms, conditions, or requirements on the submission of draft registration statements described under this subsection by an issuer other than an emerging growth company as the Commission determines appropriate.

added “(B) Report to Congress—Prior to any rulemaking described under subparagraph (A), the Commission shall submit to Congress a report containing a list of the findings supporting the basis of the rulemaking.”

added “(B) need not present acquired company financial statements or information otherwise required under section 210.3–05 or section 210.8–04 of title 17, Code of Federal Regulations, or any successor thereto, for any period prior to the earliest audited period of the emerging growth company presented in connection with its initial public offering and, thereafter, in no event shall an issuer that was an emerging growth company but is no longer an emerging growth company be required to present financial statements of the issuer (or acquired company financial statements or information otherwise required under section 210.3–05 or section 210.8–04 of title 17, Code of Federal Regulations, or any successor thereto) for any period prior to the earliest audited period of the emerging growth company presented in connection with its initial public offering; and”

added Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n) is amended by adding at the end the following:

added “(l) Disclosure relating to multi-class share structures

added “(1) Disclosure—The Commission shall, by rule, require each issuer with a multi-class share structure to disclose the information described in paragraph (2) in any proxy or consent solicitation material for an annual meeting of the shareholders of the issuer, or any other filing as the Commission determines appropriate.

added “(2) Content of disclosure—A disclosure made under paragraph (1) shall include, with respect to each person who is a director, director nominee, or named executive officer of the issuer, or who is the beneficial owner of securities with 5 percent or more of the total combined voting power of all classes of securities entitled to vote in the election of directors—

added “(A) the number of shares of all classes of securities entitled to vote in the election of directors beneficially owned by such person, expressed as a percentage of the total number of the outstanding securities of the issuer entitled to vote in the election of directors; and

added “(B) the amount of voting power held by such person, expressed as a percentage of the total combined voting power of all classes of the securities of the issuer entitled to vote in the election of directors.

added “(3) Multi-class share structure—In this subsection, the term multi-class share structure means a capitalization structure that contains 2 or more types of securities that have differing amounts of voting rights in the election of directors.”