Title: Expanding Investment Opportunities Act
Policy area: Finance and Financial Sector

Summary:
Expanding Investment Opportunities Act
This bill directs the Securities and Exchange Commission to revise registration rules to allow a closed-end company to use offering and proxy rules currently available to other issuers of securities, thereby reducing filing requirements and restrictions on communications with investors in certain circumstances. (A closed-end company is a publicly traded investment management company that sells a limited number of shares to investors in an initial public offering.)

[Congressional Bills 115th Congress]
[From the U.S. Government Publishing Office]
[H.R. 4279 Introduced in House (IH)]

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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.

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

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Expanding Investment Opportunities 
Act''.

SEC. 2. PARITY FOR CLOSED-END COMPANIES REGARDING OFFERING AND PROXY 
              RULES.

    (a) Revision to Rules.--Not later than 1 year after the date of 
enactment of this Act, the Securities and Exchange Commission shall 
revise any rules to the extent necessary to allow any closed-end 
company, as defined in section 5(a)(2) of the Investment Company Act of 
1940 (15 U.S.C. 80a-5), that is registered as an investment company 
under such Act to use the securities offering and proxy rules that are 
available to other issuers that are required to file reports under 
section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 
U.S.C. 78m; 78o(d)). Any action that the Commission takes pursuant to 
this subsection shall include the following:
            (1) The Commission shall revise section 230.405 of title 
        17, Code of Federal Regulations, to--
                    (A) remove the exclusion of a registered closed-end 
                company from the definition of a well-known seasoned 
                issuer provided by that section; and
                    (B) add registration statements filed on Form N-2 
                to the definition of automatic shelf registration 
                statement provided by that section.
            (2) The Commission shall revise sections 230.168 and 
        230.169 of title 17, Code of Federal Regulations, to remove the 
        exclusion of a registered closed-end company from the list of 
        issuers that can use the exemptions provided by those sections.
            (3) The Commission shall revise sections 230.163 and 
        230.163A of title 17, Code of Federal Regulations, to remove a 
        registered closed-end company from the list of issuers that are 
        ineligible to use the exemptions provided by those sections.
            (4) The Commission shall revise section 230.134 of title 
        17, Code of Federal Regulations, to remove the exclusion of a 
        registered closed-end company from that section.
            (5) The Commission shall revise sections 230.138 and 
        230.139 of title 17, Code of Federal Regulations, to 
        specifically include any registered closed-end company as an 
        issuer to which those sections apply.
            (6) The Commission shall revise section 230.164 of title 
        17, Code of Federal Regulations, to remove a registered closed-
        end company from the list of issuers that are excluded from 
        that section.
            (7) The Commission shall revise section 230.433, of title 
        17, Code of Federal Regulations, to specifically include any 
        registered closed-end company that is a well-known seasoned 
        issuer as an issuer to which that section applies.
            (8) The Commission shall revise section 230.415 of title 
        17, Code of Federal Regulations, to--
                    (A) state that the registration for securities 
                provided by that section includes securities registered 
                by any registered closed-end company on Form N-2; and
                    (B) eliminate the requirement that a Form N-2 
                registrant must furnish the undertakings required by 
                item 34.4 of Form N-2.
            (9) The Commission shall revise section 230.497 of title 
        17, Code of Federal Regulations, to include a process for any 
        registered closed-end company to file a form of prospectus that 
        is parallel to the process for filing a form of prospectus 
        under section 230.424(b) of such title.
            (10) The Commission shall revise sections 230.172 and 
        230.173 of title 17, Code of Federal Regulations, to remove the 
        exclusion of an offering of any registered closed-end company 
        from those sections.
            (11) The Commission shall revise section 230.418 of title 
        17, Code of Federal Regulations, to provide that any registered 
        closed-end company that would otherwise meet the eligibility 
        requirements of General Instruction I.A of Form S-3 shall be 
        exempt from paragraph (a)(3) of that section.
            (12) The Commission shall revise section 240.14a-101 of 
        title 17, Code of Federal Regulations, to provide that any 
        registered closed-end company that would otherwise meet the 
        requirements of General Instruction I.A of Form S-3 shall be 
        deemed to meet the requirements of Form S-3 for purposes of 
        Schedule 14A.
            (13) The Commission shall revise section 243.103 of title 
        17, Code of Federal Regulations, to provide that paragraph (a) 
        of that section applies for purposes of Form N-2.
    (b) Revisions to Form N-2.--Not later than 1 year after the date of 
enactment of this Act, the Commission shall revise Form N-2 to--
            (1) include an item or instruction that is similar to item 
        12 on Form S-3 to provide that any registered closed-end 
        company that would otherwise meet the requirements of Form S-3 
        shall incorporate by reference its reports and documents filed 
        under the Securities Exchange Act of 1934 into its registration 
        statement filed on Form N-2; and
            (2) include an item or instruction that is similar to the 
        instruction regarding automatic shelf offerings by well-known 
        seasoned issuers on Form S-3 to provide that any registered 
        closed-end company that is a well-known seasoned issuer may 
        file automatic shelf offerings on Form N-2.
    (c) Treatment if Revisions Not Completed in a Timely Manner.--If 
the Commission fails to complete the revisions required by subsections 
(a) and (b) by the time required by such subsections, any registered 
closed-end company shall be entitled to treat such revisions as having 
been completed in accordance with the actions required to be taken by 
the Commission by such subsections until such time as such revisions 
are completed by the Commission.
    (d) Rules of Construction.--
            (1) No effect on rule 482.--(1) Nothing in this section or 
        the amendments made by this section shall be construed to 
        impair or limit in any way a registered closed-end company from 
        using section 230.482 of title 17, Code of Federal Regulations, 
        to distribute sales material.
            (2) References.--Any reference in this section to a section 
        of title 17, Code of Federal Regulations, or to any form or 
        schedule means such rule, section, form, or schedule, or any 
        successor to any such rule, section, form, or schedule.
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