‘‘(3) UNRELATED
RESTRICTIONS.—The Com-
mission may impose a condition on, restrict, or oth-
erwise limit an activity described in paragraph (1) or 
subparagraph (A) or (B) of paragraph (2) 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. 
‘‘(4) APPLICATION.—Notwithstanding section 
6(f), this subsection shall also apply to a closed-end 
company that elects to be treated as a business de-
velopment 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 
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, re-
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strict, 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)).’’. 
(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 strik-
ing ‘‘subparagraphs (A)(i) and (B)(i)’’ and inserting 
‘‘subparagraphs (A)(i), (B)(i), and (C)’’; and 
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(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 Act of 1940 (15 U.S.C. 80a–5(a)(2))) as 
required by the Investment Company Act of 1940. 
Æ 
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