Increasing Investor Opportunities Act

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 (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) (55) The term private fund 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 (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) (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) (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 (B) the term private fund 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) (1) in paragraph (1), in the matter preceding subparagraph (A), in the second sentence, by striking subparagraphs (A)(i) and (B)(i) subparagraphs (A)(i), (B)(i), and (C) (2) in paragraph (7)(D), by striking subparagraphs (A)(i) and (B)(i) 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) 15 U.S.C. 80a–2(a) (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) 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

Summary: Increasing Investor Opportunities Act This bill allows a closed-end fund—a portfolio of pooled assets with a limited number of shares traded on an exchange—to increase its investment in private investment funds. The Securities and Exchange Commission is prohibited from limiting the sale or listing of securities of a closed-end fund that invests in private investment funds. This bill also apples to a closed-end company treated as a business development company.