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H.R. 2627House118th Congress (2023-2025)In Committee

Increasing Investor Opportunities Act

Sponsored by Ann WagnerRep. Ann Wagner (R-MO)
Introduced April 13, 2023

AI-Generated Summary

Updated January 20, 2026 at 6:11 AM UTC

The Increasing Investor Opportunities Act amends the Investment Company Act of 1940 to let closed‑end investment companies invest any or all of their assets in securities issued by private funds without the SEC imposing limits. It also prevents national securities exchanges from restricting the listing or trading of those closed‑end company securities based on such investments. The changes apply to all closed‑end companies, including those that choose to be treated as business development companies, and define “private fund” by reference to the Investment Advisers Act.

Key Provisions

  • Adds a new subsection allowing closed‑end companies to invest in private‑fund securities without SEC prohibition, except for unrelated restrictions.
  • Bars the SEC from limiting the offer, sale, or exchange listing of closed‑end company securities that invest in private funds, unless the restriction is unrelated to the private‑fund nature.
  • Requires exchanges to allow listing and trading of those securities unless exchange rules conflict with the new allowance.
  • Defines “private fund” by referencing the definition in the Investment Advisers Act of 1940.
  • Clarifies that fiduciary duties, valuation, liquidity, and redemption requirements for closed‑end companies remain unchanged.

Legislative Activity

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5 earlier actions
HouseCalendars Latest Action

Placed on the Union Calendar, Calendar No. 252.

December 12, 2023

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HouseIntro Referral

Introduced in House

April 13, 2023

HouseIntro Referral

Referred to the House Committee on Financial Services.

Financial Services Committee

April 13, 2023

HouseCommittee

Committee Consideration and Mark-up Session Held

Financial Services Committee

May 24, 2023

HouseCommittee

Ordered to be Reported in the Nature of a Substitute (Amended) by the Yeas and Nays: 37 - 11.

Financial Services Committee

May 24, 2023

HouseCommittee

Reported (Amended) by the Committee on Financial Services. H. Rept. 118-312.

Financial Services Committee

December 12, 2023

HouseCalendars

Placed on the Union Calendar, Calendar No. 252.

December 12, 2023

Bill Text

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Reported in HouseIssued December 12, 2023

IB

Union Calendar No. 252

118th CONGRESS

1st Session

H. R. 2627

[Report No. 118–312]

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

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.

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) 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 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)) 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 exchanges

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 section 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 Investment 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 Company Act of 1940 (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)) 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 subparagraphs (A)(i) and (B)(i) and inserting 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))) 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 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 Investment Company Act of 1940.

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