I 

115TH CONGRESS 

1ST SESSION H. R. 4279 

To direct the Securities and Exchange Commission to revise any rules necessary to enable closed-end companies to use the securities offering 

and proxy rules that are available to other issuers of securities. 

IN THE HOUSE OF REPRESENTATIVES 

NOVEMBER 7, 2017 

Mr. HOLLINGSWORTH introduced the following bill; which was referred to the 

Committee on Financial Services 

A BILL 

To direct the Securities and Exchange Commission to revise 

any rules necessary to enable closed-end companies to 

use the securities offering and proxy rules that are available to other issuers of securities. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Expanding Investment 

5 Opportunities Act’’. 


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1 SEC. 2. PARITY FOR CLOSED-END COMPANIES REGARDING 

2 OFFERING AND PROXY RULES. 

3 (a) REVISION TO RULES.—Not later than 1 year 

4 after the date of enactment of this Act, the Securities and 

5 Exchange Commission shall revise any rules to the extent 

6 necessary to allow any closed-end company, as defined in 

7 section 5(a)(2) of the Investment Company Act of 1940 

8 (15 U.S.C. 80a–5), that is registered as an investment 

9 company under such Act to use the securities offering and 

10 proxy rules that are available to other issuers that are re11 quired to file reports under section 13 or section 15(d) 

12 of the Securities Exchange Act of 1934 (15 U.S.C. 78m; 

13 78o(d)). Any action that the Commission takes pursuant 

14 to this subsection shall include the following: 

15 (1) The Commission shall revise section 

16 230.405 of title 17, Code of Federal Regulations, 

17 to— 

18 (A) remove the exclusion of a registered 

19 closed-end company from the definition of a 

20 well-known seasoned issuer provided by that 

21 section; and 

22 (B) add registration statements filed on 

23 Form N–2 to the definition of automatic shelf 

24 registration statement provided by that section. 

25 (2) The Commission shall revise sections 

26 230.168 and 230.169 of title 17, Code of Federal 


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1 Regulations, to remove the exclusion of a registered 

2 closed-end company from the list of issuers that can 

3 use the exemptions provided by those sections. 

4 (3) The Commission shall revise sections 

5 230.163 and 230.163A of title 17, Code of Federal 

6 Regulations, to remove a registered closed-end com7 pany from the list of issuers that are ineligible to 

8 use the exemptions provided by those sections. 

9 (4) The Commission shall revise section 

10 230.134 of title 17, Code of Federal Regulations, to 

11 remove the exclusion of a registered closed-end com12 pany from that section. 

13 (5) The Commission shall revise sections 

14 230.138 and 230.139 of title 17, Code of Federal 

15 Regulations, to specifically include any registered 

16 closed-end company as an issuer to which those sec17 tions apply. 

18 (6) The Commission shall revise section 

19 230.164 of title 17, Code of Federal Regulations, to 

20 remove a registered closed-end company from the 

21 list of issuers that are excluded from that section. 

22 (7) The Commission shall revise section 

23 230.433, of title 17, Code of Federal Regulations, to 

24 specifically include any registered closed-end comVerDate Sep 11 2014 04:51 Nov 09, 2017 Jkt 079200 PO 00000 Frm 00003 Fmt 6652 Sfmt 6201 E:\BILLS\H4279.IH H4279

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1 pany that is a well-known seasoned issuer as an 

2 issuer to which that section applies. 

3 (8) The Commission shall revise section 

4 230.415 of title 17, Code of Federal Regulations, 

5 to— 

6 (A) state that the registration for securi7 ties provided by that section includes securities 

8 registered by any registered closed-end company 

9 on Form N–2; and 

10 (B) eliminate the requirement that a Form 

11 N–2 registrant must furnish the undertakings 

12 required by item 34.4 of Form N–2. 

13 (9) The Commission shall revise section 

14 230.497 of title 17, Code of Federal Regulations, to 

15 include a process for any registered closed-end com16 pany to file a form of prospectus that is parallel to 

17 the process for filing a form of prospectus under sec18 tion 230.424(b) of such title. 

19 (10) The Commission shall revise sections 

20 230.172 and 230.173 of title 17, Code of Federal 

21 Regulations, to remove the exclusion of an offering 

22 of any registered closed-end company from those 

23 sections. 

24 (11) The Commission shall revise section 

25 230.418 of title 17, Code of Federal Regulations, to 


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1 provide that any registered closed-end company that 

2 would otherwise meet the eligibility requirements of 

3 General Instruction I.A of Form S–3 shall be ex4 empt from paragraph (a)(3) of that section. 

5 (12) The Commission shall revise section 

6 240.14a–101 of title 17, Code of Federal Regula7 tions, to provide that any registered closed-end com8 pany that would otherwise meet the requirements of 

9 General Instruction I.A of Form S–3 shall be 

10 deemed to meet the requirements of Form S–3 for 

11 purposes of Schedule 14A. 

12 (13) The Commission shall revise section 

13 243.103 of title 17, Code of Federal Regulations, to 

14 provide that paragraph (a) of that section applies 

15 for purposes of Form N–2. 

16 (b) REVISIONS TO FORM N–2.—Not later than 1 year 

17 after the date of enactment of this Act, the Commission 

18 shall revise Form N–2 to— 

19 (1) include an item or instruction that is simi20 lar to item 12 on Form S–3 to provide that any reg21 istered closed-end company that would otherwise 

22 meet the requirements of Form S–3 shall incor23 porate by reference its reports and documents filed 

24 under the Securities Exchange Act of 1934 into its 

25 registration statement filed on Form N–2; and 


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1 (2) include an item or instruction that is simi2 lar to the instruction regarding automatic shelf of3 ferings by well-known seasoned issuers on Form S– 

4 3 to provide that any registered closed-end company 

5 that is a well-known seasoned issuer may file auto6 matic shelf offerings on Form N–2. 

7 (c) TREATMENT IF REVISIONS NOT COMPLETED IN

8 A TIMELY MANNER.—If the Commission fails to complete 

9 the revisions required by subsections (a) and (b) by the 

10 time required by such subsections, any registered closed11 end company shall be entitled to treat such revisions as 

12 having been completed in accordance with the actions re13 quired to be taken by the Commission by such subsections 

14 until such time as such revisions are completed by the 

15 Commission. 

16 (d) RULES OF CONSTRUCTION.— 

17 (1) NO EFFECT ON RULE 482.—(1) Nothing in 

18 this section or the amendments made by this section 

19 shall be construed to impair or limit in any way a 

20 registered closed-end company from using section 

21 230.482 of title 17, Code of Federal Regulations, to 

22 distribute sales material. 

23 (2) REFERENCES.—Any reference in this sec24 tion to a section of title 17, Code of Federal Regula25 tions, or to any form or schedule means such rule, 


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1 section, form, or schedule, or any successor to any 

2 such rule, section, form, or schedule. 

Æ 


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