I 118th CONGRESS 1st Session H. R. 2605 IN THE HOUSE OF REPRESENTATIVES April 13, 2023 Mr. McHenry introduced the following bill; which was referred to the Committee on Financial Services A BILL To amend the Securities Exchange Act of 1934 to exclude qualified institutional buyers and institutional accredited investors when calculating holders of a security for purposes of the mandatory registration threshold under such Act, and for other purposes.

1. 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 paragraph (A)(i), by inserting after persons the following: (that are not a qualified institutional buyer or an institutional accredited investor) ; and (2) in paragraph (B), by inserting after persons the following: (that are not a qualified institutional buyer or an institutional accredited investor) . (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).