118 HR 2627 RH: Increasing Investor Opportunities Act
U.S. House of Representatives
2023-12-12
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Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain.
IB
Union Calendar No. 252
118th CONGRESS
1st Session
H. R. 2627
[Report No. 118–312]
IN THE HOUSE OF REPRESENTATIVES
April 13, 2023
Mrs. Wagner (for herself and Mr. Meeks) introduced the following bill; which was referred to the Committee on Financial Services
December 12, 2023
Additional sponsors: Mr. Torres of New York, Mr. David Scott of Georgia, and Mr. Nickel
December 12, 2023
Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed
Strike out all after the enacting clause and insert the part printed in italic
For text of introduced bill, see copy of bill as introduced on April 13, 2023
A BILL
To amend the Investment Company Act of 1940 to prohibit limitations on closed-end companies investing in private funds, and for other purposes.
1.

Short title
This Act may be cited as the “Increasing Investor Opportunities Act”.
2.

Closed-end company authority to invest in private funds
(a)

In general
Section 5 of the Investment Company Act of 1940 (15 U.S.C. 80a–5) is amended by adding at the end the following:
“(d)

Closed-End company authority to invest in private funds
(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.
(2)

Other restrictions on Commission authority
(A)

In general
Except as otherwise prohibited or restricted by this Act (or any rule issued under this Act) or to the extent permitted by subparagraph (B), the Commission may not impose any condition on, restrict, or otherwise limit—
(i)
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
(ii)
the listing of the securities of a closed-end company described in clause (i) on a national securities exchange.
(B)

Unrelated restrictions
The Commission may impose a condition on, restrict, or otherwise limit an activity described in clause (i) or (ii) of subparagraph (A) 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.
(3)

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.”.
(b)

Definition of private fund
Section 2(a) of the Investment Company Act of 1940 (15 U.S.C. 80a–2(a)) is amended by adding at the end the following:
“(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)).”.
(c)

Treatment by national securities exchanges
Section 6 of the Securities Exchange Act of 1934 (15 U.S.C. 78f) is amended by adding at the end the following:
“(m)
(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.
(2)
In this paragraph—
(A)
the term closed-end company—
(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
(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
(B)
the term private fund has the meaning given the term in section 2(a) of the Investment Company Act of 1940 (15 U.S.C. 80a–2(a))).”.
(d)

Investment limitation
Section 3(c) of the Investment Company Act of 1940 (15 U.S.C. 80a–3(c)) is amended—
(1)
in paragraph (1), in the matter preceding subparagraph (A), in the second sentence, by striking “subparagraphs (A)(i) and (B)(i)” and inserting “subparagraphs (A)(i), (B)(i), and (C)”; and
(2)
in paragraph (7)(D), by striking “subparagraphs (A)(i) and (B)(i)” and inserting “subparagraphs (A)(i), (B)(i), and (C)”.
(e)

Rules of construction
(1)
Nothing in this Act or the amendments made by this Act may be construed to limit or amend any fiduciary duty owed to a closed-end company (as defined in section 5(a)(2) of the Investment Company Act of 1940 (15 U.S.C. 80a-5(a)(2))) or by an investment adviser (as defined under section 2(a) of the Investment Company Act of 1940 (15 U.S.C. 80a–2(a))) to a closed-end company.
(2)
Nothing in this Act or the amendments made by this Act may be construed to limit or amend the valuation, liquidity, or redemption requirements or obligations of a closed-end company (as defined in section 5(a)(2) of the Investment Company Act of 1940 (15 U.S.C. 80a-5(a)(2))) as required by the Investment Company Act of 1940.
December 12, 2023
Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed