Sec Disclosure Effectiveness Testing Act

Floor Speech

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Mr. HUIZENGA. Mr. Chair, I yield myself such time as I may consume.

Mr. Chair, I rise in opposition to H.R. 1815, the SEC Disclosure Effectiveness Testing Act of 2019.

Mr. Chair, Democrats claim that this bill would ``build on efforts to engage in investor testing by requiring the SEC to conduct usability testing of any new disclosure.''

If my friends on the other side really wanted to build on efforts to engage in investor testing, I believe they would have worked with Republicans on the committee and the Securities and Exchange Commission to craft a bill that would actually be signed into law. Unfortunately, this bill is a deliberate effort to not only delay the SEC's rulemaking on Regulation Best Interest and Form CRS, but it is also an effort to tie the SEC's hands with regard to future disclosure rulemakings and may have an effect even on past rulemakings.

In fact, what the bill's author won't tell you is that the SEC already conducted investor testing on the very disclosure regulation Democrats are targeting with this particular bill. With Reg BI, 1,800 Main Street investors nationwide were surveyed about the regulation. There were 31 one-on-one, in-depth interviews with retail investors. Seven roundtables were held that the SEC gained input from. Finally, more than 6,000 comment letters were received by the SEC before they actually put together the Reg BI.

The Securities and Exchange Commission collected all this, analyzed the information from all of those sources, and very carefully crafted what had been very contentious and, frankly, outside the bounds of what had normally been accepted with Regulation Best Interest by having the Department of Labor try to drive this rather than the Securities and Exchange Commission. I believe that they have a good product.

The SEC used this information to adopt a workable regulation all without the help--or the so-called help--of H.R. 1815. So what does the final rulemaking package on Reg BI and Form CRS accomplish?

It raises the standard of care owed by broker-dealers to retail investors, and that, at the end of the day, is what this is all about. It is a standard that we agree needed to be addressed.

But why make the SEC do it again and further delay a rulemaking that makes significant improvements for Main Street investors? It is a rule that is in place. I can only surmise it is because my friends on the other side didn't like the outcome and didn't like what they heard in that investor testing.

Not only did they not like the current outcome for Reg BI and Form CRS, but my friends on the other side of the aisle want to tie the SEC's hands in future disclosure rulemaking. They accomplish this by requiring investor testing for documents and information that are relied on or ``substantially likely to be materially relied upon by retail investors.''

Now, I don't know what that phrase means. Here is why I don't know what that phrase means: It is because it wasn't in the version of the bill reported out of the committee. That is a phrase thrown in at the last minute by my friends on the other side of the aisle.

If that weren't enough, the bill targets the SEC's previous disclosure rulemaking. H.R. 1815 requires the SEC to retroactively conduct investor testing on similar disclosure rulemakings that were finalized before enactment of this bill. This means disclosure rules finalized 5, 10, 15, maybe even 20 years ago could be captured and will be captured by this bill.

Finally, if subjecting past and future disclosure rulemakings to investor testing weren't enough, the bill captures present rulemaking. H.R. 1815 creates a bureaucratic loop by requiring the SEC to conduct investor testing if substantive changes are made to a proposed rulemaking, and those changes are untested before the rules are finalized.

What does this bill mean for everyday investors? It means more bureaucracy. It means less certainty. Certainly, it does not speed up what all agree is an issue that needs to be addressed. There is no doubt that investor testing is an effective tool for designing smart, workable regulatory frameworks to benefit the Main Street investor. It can help craft disclosures and information that everyday investors can actually understand and use. It does not have to come in the form of a mandate.

This bill is not only a delay tactic, but it will drastically undermine the ability of the SEC to do its primary job of protecting investors.

Under the last administration, that is all we heard about on the committee. I have been on the subcommittee that handles this, and all we heard was how Congress was undercutting the Securities and Exchange Commission, that it wasn't supporting it enough and wasn't allowing it to do its job.

What are my friends now doing? The exact thing that they were complaining about.

By delaying it or in some cases preventing the SEC from finalizing rules intended to protect investors and diverting resources from cybersecurity and enforcement actions, Main Street investors that this bill claims to serve will only be harmed.

I am confident the SEC can and will devote the utmost attention and consideration to help everyday American investors without this particular bill.

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Mr. HUIZENGA. Mr. Chair, I yield 2 minutes to the gentleman from Indiana (Mr. Hollingsworth), who is the vice ranking member of the subcommittee.

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Mr. HUIZENGA. Mr. Chairman, I yield 2 minutes to the gentlewoman from Missouri (Mrs. Wagner), who has had extensive history and experience with this particular issue at the Securities and Exchange Commission.

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Mr. HUIZENGA. Mr. Chairman, I include in the Record the following letters:

An October 16, 2019, letter from the SIFMA expressing support for both of my amendments that exempt Regulation Best Interest and Form CRS from the bill's requirements, and the gentlewoman from Missouri, Mrs. Wagner's amendment, which would make the bill effective beginning on January 21, 2021, and apply only to future rulemaking; an October 16, 2019, letter from SIFMA opposing H.R. 1815; and also, an October 16, 2019, letter to the Speaker of the House and Leader McCarthy from ACLI, FSI, IPA, IRI, ICI, NAIFA, SIFMA, and the Chamber of Commerce expressing concern with H.R. 1815 and the negative impact it would have on retail investors.

As we are starting to have discussion on these particular amendments, I look forward to my friends across the aisle who are saying that the bill does not change any of the current situation, I look forward to them potentially supporting these amendments. SIFMA, October 16, 2019. Hon. Nancy Pelosi, Speaker, House of Representatives, Washington, DC. Hon. Kevin McCarthy, Minority Leader, House of Representatives, Washington, DC.

Dear Speaker Pelosi and Leader McCarthy: The Securities Industry and Financial Markets Association (SIFMA) appreciates the opportunity to comment on two of the amendments made in order by the Rules Committee to H.R. 1815, the ``SEC Disclosure Effectiveness Testing Act.'' This legislation would impose on the Securities and Exchange Commission (``SEC'') an investor testing requirement for all past and future regulations, with some exceptions, about disclosure to retail investors.

The amendment offered by Representative Huizenga would exempt Form CRS from the bill's retroactive investor testing requirements. In the development of the Regulation Best Interest rulemaking package (commonly referred to as ``Reg BI''), the SEC conducted extensive investor testing of Form CRS. The SEC's testing involved both a comprehensive national survey to collect information on the opinions, preferences, attitudes, and level of self-assessed comprehension of the Form CRS, as well as qualitative interviews to obtain further insight into individuals' attitudes toward the Form CRS. We support Rep. Huizenga's amendment, as further testing of Form CRS would unduly interfere with and delay the implementation process which is already well underway.

Representative Wagner's amendment would apply the bill's investor testing requirements only to applicable disclosure documents developed after January 21, 2021. Based on our firm belief in the heightened strength of the new Reg BI conduct standards and their value to everyday investors, which have been fully effective since September 10, 2019 with a compliance date of June 30, 2020, SIFMA supports the Wagner amendment. We believe the underlying legislation would unnecessarily delay the implementation of a new set of sweeping regulations that would provide strong investor and consumer protections for 43 million households. SIFMA has long supported enhancing the standard of conduct applicable to broker-dealers when providing personalized investment advice about securities to retail investors and we believe the SEC has successfully accomplished this important goal through Reg BI.

SIFMA appreciates and shares the interest of Representative Casten and the Committee on Financial Services in advocating for robust investor testing of retail investor disclosures. We agree that in many cases, investor testing is appropriate and makes sense. We believe disclosures are designed to give the investing public the information they need to make informed financial decisions but could be held up in an endless loop of repeated testing if the underlying bill is enacted. SIFMA therefore supports the proposed amendments made by Representatives Huizenga and Wagner, which improve the legislation and offer a better approach to investor testing.

We appreciate the opportunity to comment and we appreciate your consideration of our views. If you have any questions or require any additional information, please feel free to contact us. Sincerely, Kenneth E. Bentsen, Jr., President & CEO, Securities Industry and Financial Markets Association. ____ SIFMA, October 16, 2019. Hon. Nancy Pelosi, Speaker, House of Representatives, Washington, DC. Hon. Kevin McCarthy, Minority Leader, House of Representatives, Washington, DC.

Dear Speaker Pelosi and Leader McCarthy: The Securities Industry and Financial Markets Association (SIFMA) appreciates the opportunity to comment on H.R. 1815, the ``SEC Disclosure Effectiveness Testing Act.'' H.R. 1815 would impose on the Securities and Exchange Commission (``SEC'') an investor testing requirement for all past and future broker- dealer regulations, with some exceptions, about disclosure to retail investors.

SIFMA appreciates and shares the interest of Representative Casten and the Committee on Financial Services in advocating for robust investor testing of retail investor disclosures. We agree that in many cases, investor testing is appropriate and makes good common sense. In fact, the SEC conducted extensive investor testing of the proposed Form CRS, an important component of the Regulation Best Interest rulemaking package (collectively, ``Reg BI'')--the most comprehensive enhancement of standard of conduct rules governing broker-dealers since the enactment of the Securities Exchange Act of 1934. The SEC's testing involved both a comprehensive national survey to collect information on the opinions, preferences, attitudes, and level of self- assessed comprehension of the Form CRS, as well as qualitative interviews to obtain further insights related to the reasoning and beliefs behind individuals' attitudes toward the Form CRS.

Reg BI has been fully effective since September 10, 2019 and has a compliance date of June 30, 2020. Further testing of Reg BI would unduly interfere with and delay the implementation process which is already well underway. Ultimately, the bill would divert valuable and limited regulatory resources and thereby undermine the roll-out of a significantly strengthened best interest standard of conduct designed to better protect and serve retail investors.

Over the past several months, the SEC and FINRA have been working diligently to assist financial services firms in answering Reg BI interpretive questions and developing Reg BI compliance programs. Late last month, the SEC published a small entity compliance guide to Reg BI. Just last week, FINRA published a Reg BI compliance checklist and announced additional resources to aid firms in compliance.

Based on our firm belief in the heightened strength of the new Reg BI conduct standards and their value to everyday investors, SIFMA respectfully opposes H.R. 1815. We believe the bill would likely unnecessarily delay the implementation of historically new set of regulations that would provide strong investor and consumer protections for forty-three million households. SIFMA has long supported enhancing the standard of conduct applicable to broker-dealers when providing personalized investment advice about securities to retail investors and we believe the SEC has succeed in accomplishing this important goal through Reg BI.

Further, enactment of the bill as written, despite the carve outs listed in the manager's amendment, will subject other rules that apply to broker dealers under the federal securities laws to retroactive review and testing, including Form ABD, Investment Company Act disclosures, Trust Indenture Act disclosures, order routing, order execution, penny stock disclosures and others. These disclosures are designed to give the investing public the information they need to make informed financial decisions, but could be held up in an endless loop of repeated testing under the bill. While we understand and appreciate that this was likely not the Committee's intent or purpose, we believe that imposing such a requirement would likely result in an unprecedented, costly, resource intensive undertaking by the SEC.

We appreciate the opportunity to comment and we appreciate your consideration of our views. If you have any questions or require any additional information, please feel free to contact us. Sincerely, Kenneth E. Bentsen, Jr., President & CEO, Securities Industry and Financial Markets Association. ____ October 16, 2019. Hon. Nancy Pelosi, Speaker, House of Representatives, Washington, DC. Hon. Kevin McCarthy, Minority Leader, House of Representatives, Washington, DC.

Dear Speaker Pelosi and Leader McCarthy: The undersigned associations, representing investment advisers, broker-dealer firms, life insurers and their financial professionals as well as registered investment companies, appreciate the opportunity to comment on H.R. 1815, the ``SEC Disclosure Effectiveness Testing Act,'' which would impose on the Securities and Exchange Commission (``SEC') an investor testing requirement for all past and future regulations, with some exceptions, about disclosure to retail investors.

We appreciate and share the interest of Representative Casten and the Committee on Financial Services in advocating for robust investor testing of retail investor disclosures. Retail investors should be provided clear and understandable disclosures, and we agree that in many cases, investor testing makes good common sense. However, we are concerned that this legislation will have an immediate negative impact on retail consumers as it would interfere with the implementation of the Regulation Best Interest rulemaking package (collectively, ``Reg BI'')--the most comprehensive enhancement of standard of conduct rules governing broker- dealers since the enactment of the Securities Exchange Act of 1934. This result is nonsensical--as investor testing was part of SEC's Reg. BI rulemaking promulgation. Specifically, the SEC conducted extensive investor testing of the proposed Form CRS, an important component of the Regulation Best Interest rulemaking package. The SEC's testing involved both a comprehensive national survey as well as qualitative interviews with investors.

Reg BI has been fully effective since September 10, 2019 and has a compliance date of June 30, 2020. Financial services firms have spent months developing Reg BI compliance programs, and further testing of Reg BI would unduly interfere with and delay this ongoing implementation process. Based on our firm belief in the heightened strength of the Reg BI conduct standards that will better protect forty-three million households, we respectfully oppose H.R. 1815.

Further, despite the carve outs in the manager's amendment, enactment of the bill as written will subject other rules regarding disclosure to retail investors to retroactive review and testing. These rules include, among others, retail disclosure requirements that are designed to give consumers the information they need to make informed investing decisions. Under H.R. 1815, however, these existing rules could be held up in an endlessly iterative loop of repeated testing.

In addition, with respect to future rulemakings, the SEC is well-positioned to determine the most efficient way to test and support their disclosure related rulemakings. The SEC conducting investor testing may or may not be appropriate, depending on the rulemaking. For each rulemaking, however, the SEC already is required to seek public comment; the comment period is intended to get public input, including from investors and entities that represent investors and entities that regularly engage with investors. In this way, the SEC is able to get real insights into what may or may not work well for investors. H.R. 1815 may impede rulemakings intended to provide valuable information to investors, a cost that exceeds its possible benefits.

We appreciate the opportunity to comment and your consideration of our views. If you have any questions or require any additional information, please feel free to contact us. Sincerely, American Council of Life Insurers (ACLI). Financial Services Institute, Inc. (FSI). Institute for Portfolio Alternatives (IPA). Insured Retirement Institute (IRI). Investment Company Institute (ICI). National Association of Insurance and Financial Advisors (NAIFA). Securities Industry and Financial Markets Association (SIFMA). U.S. Chamber of Commerce.

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Mr. HUIZENGA. Mr. Chair, I yield myself the balance of my time.

Mr. Chair, I do want to point out that as the gentlewoman from Missouri and I were chatting a little bit about this, it is amazing, when this issue came to a head at the end of the Obama administration, there was a massive move away from the Securities and Exchange Commission where this Reg Best Interest traditionally has been the domain of such regulation and was moved over to the Department of Labor.

Why? Because the administration believed they needed to move so quickly and they couldn't get the Securities and Exchange Commission to act and agree--parenthetically, agree--with them as to what it should look like, they kicked it over to the Department of Labor, which has a small little silver of oversight of this area because of pensions. But, nonetheless, they came up with a wholly unsatisfactory rule that caused a tremendous amount of confusion. The Securities and Exchange Commission put itself forward and said: No, we need to get this done.

That is what kicked off all of the roundtables and the interviews and the 1,800 surveys and the 6,000 comment letters. We are now at this point where we can deliver on much-needed reform, and my colleagues across the aisle want to kick it backwards.

Now, Mr. Chairman, you heard the author say that they are not interested in relitigating current rulemaking, so I look forward to them all supporting my amendment that we are going to be talking about. And let's exempt Form CRS and the Reg BI. But I am afraid, Mr. Chair, that is not their goal and intent. I am afraid that they don't like the policy; therefore, they want to go back in and delay.

When the gentleman was talking about how there was no changes because of this, that is simply not true. The Form CRS went from four pages down to two pages, with significant, simplified changes that were inserted into that.

And so that is the goal and objective at the end of the day, Mr. Chairman: to protect investors, to give them certainty and clarity; to give those who provide the advice to them certainty and clarity; and, frankly, to move forward.

I am afraid that H.R. 1815 here does the exact opposite. It is going to delay it. It is going to make it even more murky than what it had been previously.

I just want to urge my colleagues to think this through, what they are proposing to do to the Securities and Exchange Commission, the power of the Securities and Exchange Commission.

And again, my first term was spent listening to how the Republicans ``were trying to destroy the Securities Exchange Commission'' by not funding them enough, by not allowing them to do their job, by not having the appointees do what their backgrounds and expertise would allow them to do. I never bought that charge, Mr. Chairman, because it simply wasn't true.

But we can see clearly, right now, this is a delaying tactic by the opposition; and how we would put not just current rulemaking, not just future rulemaking, but even past rulemaking back into this system would simply be a huge mistake.

Mr. Chairman, I urge my colleagues to oppose this bill, and I yield back the balance of my time.
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Mr. HUIZENGA. Mr. Chairman, my amendment is very simple. It would add Form CRS to the list of exempted disclosures that would not require SEC investor testing. They have gone through it.

Now, you just heard one of my colleagues talk about why somebody would oppose this. I can tell you why somebody would oppose this: Because we have been doing it for 7 years.

For 7 years Reg BI has been debated. It has been litigated. It has been confusing. And it is time to move forward.

The Securities and Exchange Commission has done that.

So, again, the author of the bill earlier had said, Mr. Chair, that he was not interested in relitigating current rulemaking. Now is the time to show that. Now is the time to prove that. Support my amendment.

So, Form CRS was part of the Regulation Best Interest rulemaking package. The form is a short, plain-language description of an investor-adviser or a broker-dealer's relationship summary.

It is designed to help retail investors select or determine to remain with an advisory or brokerage firm. They are trying to figure it out.

Importantly, Form CRS was the result of an extensive deliberative process at the SEC. Beyond the typical comment process--and the SEC did consider 6,000 comments for the Reg BI rulemaking package--the SEC also engaged in substantial investor outreach, including in-person meetings across the country; surveys--1,800 of those surveys--and, importantly, engaged the RAND Corporation to perform one-on-one, in-depth investor testing of the proposed Form CRS.

Now, earlier it was claimed, Mr. Chair, that the initial form was unchanged. That is not true. The SEC did figure out that four pages was too long, too confusing. They streamlined that down to two.

So, that is, the SEC did its work--again, for the last 7 years. And we are now at a critical juncture. We can choose to take this road, or we can choose to turn around and head backward. I, for one, do not want to turn around and head backward. I want to provide that protection to my Main Street investors and my constituents back in my district.

So, the SEC did its job. It did testing that was substantially similar to what was proposed by this bill on Form CRS already. It has been 7 years that we have been going through this process. We could not get, under the last administration and in the beginning of this administration, the Department of Labor and the Securities and Exchange Commission to agree on how to move forward.

And when in the Trump administration, this current administration, the Department of Labor was trying to assert itself, the Securities and Exchange Commission did its job and stepped in, which it didn't do under the last administration, and said: Nope. We got it. We are the lead agency. We will take this, and we will come up with a final product.

And the reason why I oppose this bill, certainly without my amendment, is all this does is it reverts back to what we had before this rulemaking was done by the Securities and Exchange Commission. Confusion, muddiness, and uncertainty will be the rule of law, and we are trying to clear that up. The Securities and Exchange Commission is trying to clear that up.

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Mr. HUIZENGA. Mr. Chairman, just to address a couple of things: This bill clearly says it will add Form CRS to the list of exempted disclosures that would not require SEC investor testing. It has nothing to do with cryptocurrencies unless, somehow, magically, a crypto broker appears.

There is no such thing. It has no application. This amendment is only going to be narrow. It is going to exempt Form CRS from having to go through this again.

The author of the bill had said that he had no interest in relitigating current rulemaking. Here is the opportunity to prove it because, I would hope, Mr. Chairman, that we would all agree that Form CRS does not need to be subject to further testing.

It has been 7 years. I don't want it to be another 7 years. As my colleague from Indiana earlier was saying, 600 rules at 6 months per rule is 300 years. We don't have that time.

Mr. Chair, I hope that my colleagues would support my amendment, and I yield back the balance of my time.

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Mr. HUIZENGA. Mr. Chairman, I demand a recorded vote.

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Mr. HUIZENGA. Mr. Chairman, I rise in opposition to the proposed amendment.

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Mr. HUIZENGA. Mr. Chairman, I share my colleague's concerns about the challenges that senior investors face. I have had that with my own parents, who, unfortunately, are no longer with us. But I was a part of those investment discussions and decisions, and I had a brother who was very, very involved in that and a sister who also. We all worked together as a family, trying to figure this all out. This is a concern that all of us had.

The author of the amendment was also the author of the Senior Security Act, which I supported, and massive bipartisan support came out of this House. Many people would be surprised about that, I would bet.

But I am opposed, however, to adding to the already significant requirements of this investor testing bill. I will note that the bill, as drafted, would already require that the SEC do whatever testing it, in consultation with the Office of the Investor Advocate, determines is ``appropriate for evaluating the effectiveness of retail disclosures.''

It doesn't say for young people. It doesn't say middle-income people. It doesn't say for old people. It says for everyone. This is already covered.

Earlier, you heard my amendment, that I was going to add to an exemption. Well, there is already a list of exemptions, that forms are exempted. Mine would have been in addition to that.

The purpose of my amendment and my opposition to this amendment is to simplify, not to make it duplicative, not to make it more complicated, not to make it more cumbersome, burdened, and bureaucratic.

As I read it, for the amendment to have any type of meaning, the amendment suggests that testing is either: A, flawed as it currently is; or, B, wouldn't consider seniors.

I am assuming that is not what the author is intending to do, to question that.

I just see this as unnecessary, duplicative testing that would add to the bill's cost and expand another layer of bureaucracy that doesn't ultimately help those retail investors. John and Jane 401(k), those mom-and-pop investors, whatever title you want to put to them, they need to be our focus.

Now, there is a cottage industry of now-congressionally mandated investor testers. I am not really interested in continuing to give them jobs. I want to make sure that we protect those investors, but also give them that protection in a timely manner because timeliness is part of that protection.

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Mr. HUIZENGA. Mr. Chair, I am prepared to close. I am curious on the remaining balance of time on both sides.
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Mr. HUIZENGA. Mr. Chairman, again, my opposition to the amendment has nothing to do with putting seniors in danger. In fact, that is why I supported a litany of bills and a package of bills that included the author's Senior Security Act this last April. The House is unified in supporting seniors. What we are not unified in is supporting bureaucracy.

By the way, the aforementioned that I had talked about, the Office of the Investor Advocate, would you like to know where that came from? The Dodd-Frank Act.

What this amendment is saying is the Dodd-Frank Act failed in protecting seniors. The Dodd-Frank Act must have failed in protecting investors because we now need to have a specific, senior-worded sort of category that needs to be looked out after.

The law is supposed to be blind, whether you are young, old, middle income, rich, poor, whatever it is. That protection also goes there.

My opposition, again, is not about who has been affected but what is going to slow down that protection that those people deserve.

Reasonable cost equals access. If we continue to increase costs, it limits the ability for people to access that protection, that advice. That is why I rise in opposition to my friend's amendment.

Mr. Chair, I yield back the balance of my time.

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Mr. HUIZENGA. Mr. Chairman, I thank my colleague and friend for yielding.

Nobody is opposed to the idea of investor testing of SEC disclosure documents. By the way, neither is the SEC. They just proved that, as we know, from their testing of Form CRS.

What I am opposed to, and I believe the gentlewoman is opposed to, is a testing loop. You test and refine, test-refine, test-refine. What is happening in between those time periods? What does it revert back to? And we can get into a death spiral or paralysis by analysis sometimes. Not that we don't have the best intentions and have the SEC move forward, we just need closure.

Again, cost is a part of the access, but timeliness is part of access for everybody as well, and I am just afraid that with what we could get into we are going to be in this testing loop.

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Mr. HUIZENGA. Mr. Chairman, I claim the time in opposition to the amendment.

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Mr. HUIZENGA. Mr. Chairman, this amendment simply attempts to define an unclear and undefined term by making reference to another unclear and undefined term.

For context, let me be clear on where this comes from. The Securities and Exchange Act of 1934 does not define either the term ``retail investor'' or ``institutional investor.'' This amendment pretends to add clarity, but arguably further muddies an already confusing bill by adding a second new undefined term.

In fact, there are some who believe that the amendment might actually expand the bill's reach, because the bill, as amended, could be interpreted to apply to any document designed to reach anybody other than that ``institutional investor.''

So we have a problem here, Mr. Chairman. We have undefined terms. We have muddied, not clear goals and objectives here, and so, I would rhetorically ask, what is an institutional investor? Is it a small-town investment manager who is a sole practitioner, but has set up their own business and now is, thus, an institution? Does the business require multiple employees? Does it require a large number of employees? I, for one, am not sure. Does it have a dollar amount attached to it? It could be one person, a very wealthy person investing millions or a whole bunch of smaller investors, who don't have millions, banding together and now they are suddenly institutional investors.

So let's just not make H.R. 1815 more confusing than it already is. I urge my colleagues to oppose this amendment, and I reserve the balance of my time.

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Mr. HUIZENGA. Mr. Chairman, the Securities Exchange Act of 1934 has been a living, breathing document; but in those subsequent years from 1934, there has never been a definition of either ``retail investor'' or ``institutional investor,'' and to hang an amendment on those terms which are undefined legally is simply a mistake.

So, Mr. Chair, I do not support this unnecessarily confusing amendment, and I urge a ``no'' vote on this amendment.

Mr. Chair, I yield back the balance of my time.

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