IB 
Union Calendar No. 135 
119TH CONGRESS 
1ST SESSION H. R. 3383 
[Report No. 119–169] 
To amend the Investment Company Act of 1940 with respect to the authority 
of closed-end companies to invest in private funds. 
IN THE HOUSE OF REPRESENTATIVES 
MAY 14, 2025 
Mrs. WAGNER (for herself, Mr. MEEKS, Mr. TORRES of New York, Mr. DAVID 
SCOTT of Georgia, and Mr. SESSIONS) introduced the following bill; which 
was referred to the Committee on Financial Services 
JUNE 25, 2025 
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 May 14, 2025] 
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A BILL 
To amend the Investment Company Act of 1940 with respect 
to the authority of closed-end companies to invest in 
private funds. 
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Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Increasing Investor Op-
portunities Act’’. 
SEC. 2. CLOSED-END COMPANY AUTHORITY TO INVEST IN 
PRIVATE FUNDS. 
(a) IN GENERAL.—Section 5 of the Investment Com-
pany 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 prohib-
ited 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 AU-
THORITY.—Except as otherwise prohibited or re-
stricted by this Act (or any rule issued under this 
Act), the Commission may not impose any condition 
on, restrict, or otherwise limit— 
‘‘(A) the offer to sell, or the sale of, securi-
ties issued by a closed-end company that invests, 
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or proposes to invest, in securities issued by pri-
vate funds; or 
‘‘(B) the listing of the securities of a closed- 
end company described in subparagraph (A) on 
a national securities exchange. 
‘‘(3) UNRELATED RESTRICTIONS.—The Commis-
sion may impose a condition on, restrict, or otherwise 
limit an activity described in paragraph (1) or sub-
paragraph (A) or (B) of paragraph (2) if that condi-
tion, restriction, or limitation is unrelated to the un-
derlying characteristics of a private fund or the status 
of a private fund as a private fund. 
‘‘(4) RULE
OF
APPLICATION.—Notwithstanding 
section 6(f), this subsection shall also apply to a 
closed-end company that elects to be treated as a busi-
ness 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
EX-
CHANGES.—Section 6 of the Securities Exchange Act of 
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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 subsection— 
‘‘(A) the term ‘closed-end company’— 
‘‘(i) has the meaning given the term in sec-
tion 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 Invest-
ment Company Act of 1940 (15 U.S.C. 80a–53); 
and 
‘‘(B) 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)).’’. 
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(d) INVESTMENT LIMITATION.—Section 3(c) of the In-
vestment 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 ‘‘subpara-
graphs (A)(i) and (B)(i)’’ and inserting ‘‘subpara-
graphs (A)(i), (B)(i), and (C)’’. 
(e) RULES OF CONSTRUCTION.— 
(1) Nothing in this section or the amendments 
made by this section may be construed to limit or 
amend any fiduciary duty owed to a closed-end com-
pany (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 section or the amendments 
made by this section may be construed to limit or 
amend the valuation, liquidity, or redemption re-
quirements or obligations of a closed-end company (as 
defined in section 5(a)(2) of the Investment Company 
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Act of 1940 (15 U.S.C. 80a–5(a)(2))) as required by 
the Investment Company Act of 1940. 
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Union Calendar No. 135 
119TH CONGRESS 
1ST SESSION 
H. R. 3383 
[Report No. 119–169] 
A BILL 
To amend the Investment Company Act of 1940 
with respect to the authority of closed-end com-
panies to invest in private funds. 
JUNE 25, 2025 
Reported with an amendment, committed to the Com-
mittee of the Whole House on the State of the Union, 
and ordered to be printed 
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