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.

The bill changes the Securities Exchange Act of 1934 so that when regulators count how many people hold a security to decide if it must be registered, qualified institutional buyers and institutional accredited investors are not included in that count. This lowers the number of holders needed for mandatory registration, affecting companies that issue securities and these types of large investors. It also states that the general exemptive authority in Section 36 does not apply to this change.