IB 
Union Calendar No. 252 
118TH CONGRESS 
1ST SESSION H. R. 2627 
[Report No. 118–312] 
To amend the Investment Company Act of 1940 to prohibit limitations 
on closed-end companies investing in private funds, and for other purposes. 
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] 
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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. 
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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.— 
‘‘(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 
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impose any condition on, restrict, or otherwise 
limit— 
‘‘(i) the offer to sell, or the sale of, secu-
rities 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 un-
derlying 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 devel-
opment 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: 
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‘‘(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, 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 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-
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H2627
ment 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 Com-
pany Act of 1940 (15 U.S.C. 80a–2(a))).’’. 
(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 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 de-
fined in section 5(a)(2) of the Investment Company 
Act of 1940 (15 U.S.C. 80a-5(a)(2))) or by an invest-
ment adviser (as defined under section 2(a) of the In-
vestment Company Act of 1940 (15 U.S.C. 80a–2(a))) 
to a closed-end company. 
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(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 In-
vestment Company Act of 1940. 
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Union Calendar No. 252 
118TH CONGRESS 
1ST SESSION 
H. R. 2627 
[Report No. 118–312] 
A BILL 
To amend the Investment Company Act of 1940 to 
prohibit limitations on closed-end companies in-
vesting in private funds, and for other purposes. 
DECEMBER 12, 2023 
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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