[House Report 114-725]
[From the U.S. Government Publishing Office]
114th Congress } { Report
HOUSE OF REPRESENTATIVES
2d Session } { 114-725
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PROVIDING FOR CONSIDERATION OF THE BILL (H.R. 2357) TO DIRECT THE
SECURITIES AND EXCHANGE COMMISSION TO REVISE FORM S-3 SO AS TO ADD
LISTING AND REGISTRATION OF A CLASS OF COMMON EQUITY SECURITIES ON A
NATIONAL SECURITIES EXCHANGE AS AN ADDITIONAL BASIS FOR SATISFYING THE
REQUIREMENTS OF GENERAL INSTRUCTION I.B.1. OF SUCH FORM AND TO REMOVE
SUCH LISTING AND REGISTRATION AS A REQUIREMENT OF GENERAL INSTRUCTION
I.B.6. OF SUCH FORM, AND PROVIDING FOR CONSIDERATION OF THE BILL (H.R.
5424) TO AMEND THE INVESTMENT ADVISERS ACT OF 1940 AND TO DIRECT THE
SECURITIES AND EXCHANGE COMMISSION TO AMEND ITS RULES TO MODERNIZE
CERTAIN REQUIREMENTS RELATING TO INVESTMENT ADVISERS, AND FOR OTHER
PURPOSES
_______
September 6, 2016.--Referred to the House Calendar and ordered to be
printed
_______
Mr. Sessions, from the Committee on Rules,
submitted the following
R E P O R T
[To accompany H. Res. 844]
The Committee on Rules, having had under consideration
House Resolution 844, by a record vote of 9 to 2, report the
same to the House with the recommendation that the resolution
be adopted.
SUMMARY OF PROVISIONS OF THE RESOLUTION
The resolution provides for consideration of H.R. 2357, the
Accelerating Access to Capital Act of 2015, under a structured
rule. The resolution provides one hour of general debate
equally divided and controlled by the chair and ranking
minority member of the Committee on Financial Services. The
resolution waives all points of order against consideration of
the bill. The resolution makes in order as original text for
the purpose of amendment an amendment in the nature of a
substitute consisting of the text of Rules Committee Print 114-
62 and provides that it shall be considered as read. The
resolution waives all points of order against that amendment in
the nature of a substitute. The resolution makes in order only
those further amendments printed in part A of this report. Each
such amendment may be offered only in the order printed in this
report, may be offered only by a Member designated in this
report, shall be considered as read, shall be debatable for the
time specified in this report equally divided and controlled by
the proponent and an opponent, shall not be subject to
amendment, and shall not be subject to a demand for division of
the question. The resolution waives all points of order against
the amendments printed in part A of this report. The resolution
provides one motion to recommit with or without instructions.
Section 2 of the resolution provides for consideration of
H.R. 5424, the Investment Advisers Modernization Act of 2016,
under a structured rule. The resolution provides one hour of
debate equally divided and controlled by the chair and ranking
minority member of the Committee on Financial Services. The
resolution waives all points of order against consideration of
the bill. The resolution provides that the amendment in the
nature of a substitute recommended by the Committee on
Financial Services now printed in the bill shall be considered
as adopted, and the bill, as amended, shall be considered as
read. The resolution waives all points of order against
provisions in the bill, as amended. The resolution makes in
order only the further amendment printed in part B of this
report, if offered by the Member designated in this report,
which shall be considered as read, shall be debatable for the
time specified in this report equally divided and controlled by
the proponent and an opponent, shall not be subject to
amendment, and shall not be subject to a demand for division of
the question. The resolution waives all points of order against
the amendment printed in part B of this report. The resolution
provides for one motion to recommit with or without
instructions.
EXPLANATION OF WAIVERS
Although the resolution waives all points of order against
consideration of H.R. 2357, the Committee is not aware of any
points of order. The waiver is prophylactic in nature.
The waiver of all points of order against the amendment in
the nature of a substitute to H.R. 2357 made in order as
original text includes a waiver of clause 7 of rule XVI, which
requires that no motion or proposition on a subject different
from that under consideration shall be admitted under color of
amendment.
Although the resolution waives all points of order against
the amendments printed in part A of this report, the Committee
is not aware of any points of order. The waiver is prophylactic
in nature.
The waiver of all points of order against consideration of
H.R. 5424 includes a waiver of clause 3(e)(1) of rule XIII
(``Ramseyer''), requiring a committee report accompanying a
bill amending or repealing statutes to show, by typographical
device, parts of statute affected. The waiver is provided
because the submission provided by the Committee on Financial
Services was insufficient to meet the standards established by
the rule in its current form. The Committee on Rules continues
to work with the House Office of Legislative Counsel and
committees to determine the steps necessary to comply with the
updated rule.
Although the resolution waives all points of order against
provisions in H.R. 5424, as amended, the Committee is not aware
of any points of order. The waiver is prophylactic in nature.
Although the resolution waives all points of order against
the amendment printed in part B of this report, the Committee
is not aware of any points of order. The waiver is prophylactic
in nature.
COMMITTEE VOTES
The results of each record vote on an amendment or motion
to report, together with the names of those voting for and
against, are printed below:
Rules Committee record vote No. 204
Motion by Ms. Foxx to report the rule. Adopted: 9-2
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Majority Members Vote Minority Members Vote
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Ms. Foxx........................................ Yea Ms. Slaughter..................... ............
Mr. Cole........................................ Yea Mr. McGovern...................... Nay
Mr. Woodall..................................... Yea Mr. Hastings of Florida........... Nay
Mr. Burgess..................................... Yea Mr. Polis......................... ............
Mr. Stivers..................................... Yea
Mr. Collins..................................... Yea
Mr. Byrne....................................... Yea
Mr. Newhouse.................................... Yea
Mr. Sessions, Chairman.......................... Yea
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SUMMARY OF THE AMENDMENTS TO H.R. 2357 IN PART A MADE IN ORDER
1. DeSantis (FL): Requires companies to publically disclose
if they engage in business within Iran or with the Government
of Iran. (10 minutes)
2. Hinojosa (TX): Limits unaccredited investor purchasers
to 35, and limits the amount they may invest to $5,000. Issuers
of exempted securities must provide updated disclosure
documents to purchasers. (10 minutes)
SUMMARY OF THE AMENDMENT TO H.R. 5424 IN PART B MADE IN ORDER
Foster (IL): Removes provisions related to brochure
delivery and the requirement for annual audits at select
private funds. (10 minutes)
PART A--TEXT OF AMENDMENTS MADE IN ORDER
1. An Amendment To Be Offered by Representative DeSantis of Florida or
His Designee, Debatable for 10 Minutes
Page 1, line 7, strike ``Not later'' and insert ``(a) In
General.--Not later''.
Page 2, after line 6, insert the following:
(b) Issuers Conducting Business Activities in Iran.--Not
later than 45 days after the date of the enactment of this Act,
the Securities and Exchange Commission shall require any issuer
that registers its securities under the Securities Act of 1933
(15 U.S.C. 77a et seq.) to indicate on the registration
statement whether or not such issuer is an issuer that--
(1) does business in Iran; or
(2) engages in transactions with--
(A) the Government of Iran; or
(B) any entity that is organized under the
laws of Iran.
----------
2. An Amendment To Be Offered By Representative Hinojosa of Texas or
His Designee, Debatable for 10 Minutes
Page 3, strike lines 4 through 10, and insert the following:
``(B) Limitations on non-accredited
investors.--With respect to non-accredited
investors--
``(i) there are no more than 35, or
the issuer reasonably believes that
there are no more than 35, non-
accredited investor purchasers of
securities from the issuer that are
sold in reliance on the exemption
provided under subsection (a)(8) during
the 12-month period preceding such
transaction; and
``(ii) the amount that any non-
accredited investor purchases of such
securities does not exceed $5,000.''.
Page 5, line 8, strike the quotation marks and following
period and insert after such line the following:
``(3) Disclosure requirement.--
``(A) In general.--With respect to any actual
or potential purchasers of a security sold in
reliance on the exemption provided under
subsection (a)(8), the issuer of such security
shall provide such purchasers with a disclosure
document containing the material elements of
the offering.
``(B) Update requirement.--An issuer shall
update the disclosure document described under
subparagraph (A), and provide such updated
disclosure document to purchasers, if a
material change occurs before the purchase is
completed or the offering ends.
``(C) Treatment of financial statements or
projections.--An issuer shall not be required
to provide financial statements or projections
in the disclosure document described under
subparagraph (A), but, if the issuer provides
any financial statement or projection to any
actual or potential purchaser, the issuer shall
provide such financial statement or projection
to all actual or potential purchasers.
``(4) Treatment as restricted securities.--Securities
sold in reliance on the exemption under subsection
(a)(8) shall be deemed to be restricted securities
within the meaning of Rule 144 (17 C.F.R. 230.144).
``(5) Form d requirement.--The Commission shall
require the issuer of any security sold in reliance on
the exemption provided under subsection (a)(8) to
comply with the filing requirements for Form D.''.
PART B--TEXT OF AMENDMENT MADE IN ORDER
1. An Amendment To Be Offered by Representative Foster of Illinois or
His Designee, Debatable for 10 Minutes
Page 6, strike line 14 and all that follows through page 7,
line 5.
Page 7, strike line 18 and all that follows through
``Consistent with'' on page 9, line 16, and insert
``Regulations, consistent with''.
Page 9, beginning on line 20, strike ``the Commission
shall,''.
Page 9, line 23, insert ``, so as to'' after ``such
section''.
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