H.R. 2799 — what changed
Expanding Access to Capital Act of 2023
From Reported in House to Engrossed in House. 3 sections amended, 6 added, and 2 removed between Reported in House and Engrossed in House.
Sec. 1701 Smaller reporting company, accelerated filer, and large accelerated filer thresholds
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Smaller reporting companies—
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In general— The Securities and Exchange Commission shall revise the definition of a “smaller reporting company” under section 229.10(f)(1) of title 17, Code of Federal Regulations—
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in paragraph (i), by adjusting the public float threshold from $250,000,000 to $500,000,000; and
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in paragraph (ii)—
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by adjusting the annual revenue threshold from $100,000,000 to $250,000,000; and
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in paragraph (B), by adjusting the public float threshold from $700,000,000 to $900,000,000.
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Use of three-year rolling average annual revenues— The Securities and Exchange Commission shall revise paragraphs (1)(ii) and (2)(iii)(B) under the definition of “smaller reporting company” under section 229.10(f)(1) of title 17, Code of Federal Regulations, by substituting “three-year rolling average annual revenues” for “annual revenues”.
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Conforming changes— The Securities and Exchange Commission shall revise the definition of a “smaller reporting company” under sections 230.405 and 240.12b–2 of title 17, Code of Federal Regulations, and any other rule of the Commission in the same manner as such definition is revised under paragraphs (1) and (2).
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Accelerated filers and large accelerated filers—
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Large accelerated filer— The Securities and Exchange Commission shall revise the definition of a “large accelerated filer” under section 240.12b–2(2) of title 17, Code of Federal Regulations, to increase the threshold amount (for the aggregate worldwide market value of the voting and non-voting common equity held by non-affiliates of an issuer) from $700,000,000 to $750,000,000.
removed
Threshold to exit accelerated filer status— The Securities and Exchange Commission shall revise section 240.12b–2(3)(ii) of title 17, Code of Federal Regulations, to increase the threshold amount (for the aggregate worldwide market value of the voting and non-voting common equity held by non-affiliates of an issuer) at which an issuer is no longer an accelerated filer from $60,000,000 to $75,000,000.
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Threshold to exit large accelerated filer status— The Securities and Exchange Commission shall revise section 240.12b–2(3)(iii) of title 17, Code of Federal Regulations, to increase the threshold amount (for the aggregate worldwide market value of the voting and non-voting common equity held by non-affiliates of an issuer) at which an issuer is no longer a large accelerated filer from $560,000,000 to $750,000,000.
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Exclusion of smaller reporting companies— The Securities and Exchange Commission shall revise the definitions of an “accelerated filer” and a “large accelerated filer” under paragraphs (1) and (2) of section 240.12b–2 of title 17, Code of Federal Regulations, respectively, to exclude any issuer that is a smaller reporting company, as defined under section 229.10(f)(1) of title 17, Code of Federal Regulations.
Sec. 2602 Definitions
changed
Not later than the end of the 180-day period beginning on the date of the enactment of this Act, the Securities and Exchange Commission shall, to the extent such revisions facilitate in a manner that facilitates capital formation without compromising investor protection—
revise the definition of a qualifying investment under paragraph (c) of section 275.203(l)–1 of title 17, Code of Federal Regulations—
to include an equity security issued by a qualifying portfolio company, whether acquired directly from the company or in a secondary acquisition; and
to specify that an investment in another venture capital fund is a qualifying investment under such definition; and
revise paragraph (a) of such section to require, as a condition of a private fund qualifying as a venture capital fund under such paragraph, that the qualifying investments of the private fund are either—
predominantly qualifying investments that were acquired directly from a qualifying portfolio company; or
predominantly qualifying investments in another venture capital fund or other venture capital funds.
Sec. 2702 Crowdfunding revisions
Exemption from State regulation— Section 18(b)(4)(A) of the Securities Act of 1933 (15 U.S.C. 77r(b)(4)(A)) is amended by striking “pursuant to section” and all that follows through the semicolon at the end and inserting the following: “pursuant to—
“(i) section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m, 78o(d)); or
“(ii) section 4A(b) or any regulation issued under that section;”
Liability for material misstatements and omissions— Section 4A(c) of the Securities Act of 1933 (15 U.S.C. 77d–1(c)) is amended—
by redesignating paragraph (3) as paragraph (4); and
by inserting after paragraph (2) the following:
“(3) Liability of funding portals—For the purposes of this subsection, a funding portal, as that term is defined in section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)), shall not be considered to be an issuer unless, in connection with the offer or sale of a security, the funding portal knowingly—
“(A) makes any untrue statement of a material fact or omits to state a material fact in order to make the statements made, in light of the circumstances under which they are made, not misleading; or
“(B) engages in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person.”
Applicability of Bank Secrecy Act requirements—
Securities Act of 1933— Section 4A(a) of the Securities Act of 1933 (15 U.S.C. 77d–1(a)) is amended—
in paragraph (11), by striking “and” at the end;
in paragraph (12), by striking the period at the end and inserting “; and”; and
by adding at the end the following:
“(13) not be subject to the recordkeeping and reporting requirements relating to monetary instruments under subchapter II of chapter 53 of title 31, United States Code.”
Title 31, United States Code— Section 5312 of title 31, United States Code, is amended by striking subsection (c) and inserting the following:
“(c) Additional clarification—The term financial institution (as defined in subsection (a))—
“(1) includes any futures commission merchant, commodity trading advisor, or commodity pool operator registered, or required to register, under the Commodity Exchange Act (7 U.S.C. 1 et seq.); and
“(2) does not include a funding portal, as that term is defined in section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)).”
Provision of impersonal investment advice and recommendations— Section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)) is amended—
by redesignating the second paragraph (80) (relating to funding portals) as paragraph (81); and
in paragraph (81)(A), as so redesignated, by inserting after “recommendations” the following: “(other than by providing impersonal investment advice by means of written material, or an oral statement, that does not purport to meet the objectives or needs of a specific individual or account)”.
Target amounts of certain exempted offerings— The Securities and Exchange Commission shall amend paragraph (t)(1) of section 227.201 of title 17, Code of Federal Regulations so that such paragraph applies with respect to an issuer offering or selling securities in reliance on section 4(a)(6) of the Securities Act of 1933 (15 U.S.C. 77d(a)(6)) if—
the offerings of such issuer, together with all other amounts sold under such section 4(a)(6) within the preceding 12-month period, have, in the aggregate, a target amount of more than $124,000 but not more than $250,000;
the financial statements of such issuer that have either been reviewed or audited by a public accountant that is independent of the issuer are unavailable at the time of filing; and
such issuer provides a statement that financial information certified by the principal executive officer of the issuer has been provided instead of financial statements reviewed by a public accountant that is independent of the issuer.
Exemption available to investment companies— Section 4A(f) of the Securities Act of 1933 (15 U.S.C. 77d–1(f)) is amended—
in paragraph (2), by inserting “or” after the semicolon;
by striking paragraph (3); and
by redesignating paragraph (4) as paragraph (3).
Non-accredited investor requirements— Section 4(a)(6) of the Securities Act of 1933 (15 U.S.C. 77d(a)(6))) is amended—
in subparagraph (A), by striking “$1,000,000” and inserting “$10,000,000”; and
in subparagraph (B), by striking “does not exceed” and all that follows through “more than $100,000” and inserting “does not exceed 10 percent of the annual income or net worth of such investor”.
Technical correction— The Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended—
by striking the term “section 4(6)” each place such term appears and inserting “section 4(a)(6)”;
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by striking the term “section 4(6)(B)” each place such term appears and inserting “section 4(a)(6)(B)”; and4(a)(6)(B)”;
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in section 4A(f), by striking “Section 4(6)” and inserting “Section 4(a)(6)”.4(a)(6)”; and
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in section 18(b)(4)(A), by striking “section 4” and inserting “section 4(a)”.
Sec. 3103 GAO study
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Any provision Not later than the end of a State law with respect to wage rates or benefits that creates a presumption that an individual providing goods for sale, labor, or services for remuneration for the 3-year period beginning on the date of enactment of this Act, the Comptroller General of the United States shall carry out a person is an employee study on the effects of such person under this title and submit a report on such law is preempted.study to the Congress.
Sec. 3104 GAO study
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Not later than the end of the 3-year period beginning on the date of enactment of this Act, the Comptroller General of the United States shall carry out a study on the effects of this title and submit a report on such study to the Congress.
Sec. 4001 Clarification of general solicitation
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Definitions— For purposes of this section and the revision of rules required under this section:
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Angel investor group— The term “angel investor group” means any group that—
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is composed of accredited investors interested in investing personal capital in early-stage companies;
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holds regular meetings and has defined processes and procedures for making investment decisions, either individually or among the membership of the group as a whole; and
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is neither associated nor affiliated with brokers, dealers, or investment advisers.
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Issuer— The term “issuer” means an issuer that is a business, is not in bankruptcy or receivership, is not an investment company, and is not a blank check, blind pool, or shell company.
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In general— Not later than 6 months after the date of enactment of this Act, the Securities and Exchange Commission shall revise Regulation D (17 CFR 230.500 et seq.) to require that in carrying out the prohibition against general solicitation or general advertising contained in section 230.502(c) of title 17, Code of Federal Regulations, the prohibition shall not apply to a presentation or other communication made by or on behalf of an issuer which is made at an event—
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sponsored by—
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the United States or any territory thereof, the District of Columbia, any State, a political subdivision of any State or territory, or any agency or public instrumentality of any of the foregoing;
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a college, university, or other institution of higher education;
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a nonprofit organization;
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an angel investor group;
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a venture forum, venture capital association, or trade association; or
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any other group, person, or entity as the Securities and Exchange Commission may determine by rule;
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where any advertising for the event does not reference any specific offering of securities by the issuer;
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the sponsor of which—
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does not make investment recommendations or provide investment advice to event attendees;
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does not engage in an active role in any investment negotiations between the issuer and investors attending the event;
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does not charge event attendees any fees other than reasonable administrative fees;
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does not receive any compensation for making introductions between investors attending the event and issuers, or for investment negotiations between such parties;
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makes readily available to attendees a disclosure not longer than one page in length, as prescribed by the Securities and Exchange Commission, describing the nature of the event and the risks of investing in the issuers presenting at the event; and
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does not receive any compensation with respect to such event that would require registration of the sponsor as a broker or a dealer under the Securities Exchange Act of 1934, or as an investment advisor under the Investment Advisers Act of 1940; and
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where no specific information regarding an offering of securities by the issuer is communicated or distributed by or on behalf of the issuer, other than—
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that the issuer is in the process of offering securities or planning to offer securities;
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the type and amount of securities being offered;
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the amount of securities being offered that have already been subscribed for; and
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the intended use of proceeds of the offering.
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Rule of construction— Subsection (b) may only be construed as requiring the Securities and Exchange Commission to amend the requirements of Regulation D with respect to presentations and communications, and not with respect to purchases or sales.
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No pre-existing substantive relationship by reason of event— Attendance at an event described under subsection (b) shall not qualify, by itself, as establishing a pre-existing substantive relationship between an issuer and a purchaser, for purposes of Rule 506(b).
Sec. 5001 Short title
addedadded This division may be cited as the “Improving Disclosure for Investors Act of 2024”.
Sec. 5002 Electronic delivery
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Promulgation of rules— Not later than 180 days after the date of the enactment of this section, the Securities and Exchange Commission shall propose and, not later than 1 year after the date of the enactment of this section, the Commission shall finalize, rules, regulations, amendments, or interpretations, as appropriate, to allow a covered entity to satisfy the entity’s obligation to deliver regulatory documents required under the securities laws to investors using electronic delivery.
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Required provisions— Rules, regulations, amendments, or interpretations the Commission promulgates pursuant to subsection (a) shall:
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With respect to investors that do not receive all regulatory documents by electronic delivery, provide for—
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delivery of an initial communication in paper form regarding electronic delivery;
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a transition period not to exceed 180 days until such regulatory documents are delivered to such investors by electronic delivery; and
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during a period not to exceed 2 years following the transition period set forth in subparagraph (B), delivery of an annual notice in paper form solely reminding such investors of the ability to opt out of electronic delivery at any time and receive paper versions of regulatory documents.
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Set forth requirements for the content of the initial communication described in paragraph (1)(A).
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Set forth requirements for the timing of delivery of a notice of website availability of regulatory documents and the content of the appropriate notice described in subsection (h)(3)(B).
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Provide a mechanism for investors to opt out of electronic delivery at any time and receive paper versions of regulatory documents.
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Require measures reasonably designed to identify and remediate failed electronic deliveries of regulatory documents.
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Set forth minimum requirements regarding readability and retainability for regulatory documents that are delivered electronically.
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For covered entities other than brokers, dealers, investment advisers registered with the Commission, and investment companies, require measures reasonably designed to ensure the confidentiality of personal information in regulatory documents that are delivered to investors electronically.
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Rule of construction— Nothing in this section shall be construed as altering the substance or timing of any regulatory document obligation under the securities laws or regulations of a self-regulatory organization.
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Treatment of revisions not completed in a timely manner— If the Commission fails to finalize the rules, regulations, amendments, or interpretations required under subsection (a) before the date specified in such subsection—
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a covered entity may deliver regulatory documents using electronic delivery in accordance with subsections (b) and (c); and
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such electronic delivery shall be deemed to satisfy the obligation of the covered entity to deliver regulatory documents required under the securities laws.
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Other required actions—
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Review of rules— The Commission shall—
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within 180 days of the date of enactment of this Act, conduct a review of the rules and regulations of the Commission to determine whether any such rules or regulations require delivery of written documents to investors; and
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within 1 year of the date of enactment of this Act, promulgate amendments to such rules or regulations to provide that any requirement to deliver a regulatory document “in writing” may be satisfied by electronic delivery.
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Actions by self-regulatory organizations— Each self-regulatory organization shall adopt rules and regulations, or amend the rules and regulations of the self-regulatory organization, consistent with this Act and consistent with rules, regulations, amendments, or interpretations finalized by the Commission pursuant to subsection (a).
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Rule of application— This subsection shall not apply to a rule or regulation issued pursuant to a Federal statute if that Federal statute specifically requires delivery of written documents to investors.
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Definitions— In this section:
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Commission— The term Commission means the Securities and Exchange Commission.
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Covered entity— The term covered entity means—
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an investment company (as defined in section 3(a)(1) of the Investment Company Act of 1940 (15 U.S.C. 80a–3(a)(1))) that is registered under such Act;
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a business development company (as defined in section 2(a) the Investment Company Act of 1940 (15 U.S.C. 80a–2(a))) that has elected to be regulated as such under such Act;
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a registered broker or dealer (as defined in section 3(a)(4) and section 3(a)(5) of the Securities Exchange Act of 1934) (15 U.S.C. 78c(a)(4) & 78c(a)(5));
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a registered municipal securities dealer (as defined in section 3(a)(30) of the Securities Exchange Act of 1934) (15 U.S.C. 78c(a)(30));
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a registered government securities broker or government securities dealer (as defined in section 3(a)(43) and section 3(a)(44) of the Securities Exchange Act of 1934) (15 U.S.C. 78c(a)(43) & 78c(a)(44));
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a registered investment adviser (as defined in section 202(a)(11) of the Investment Advisers Act of 1940) (15 U.S.C. 80b–1(a)(11));
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a registered transfer agent (as defined in section 3(a)(25) of the Securities Exchange Act of 1934) (15 U.S.C. 78c(a)(25)); or
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a registered funding portal (as defined in the second paragraph (80) of section 3(a) of the Securities Exchange Act of 1934) (15 U.S.C. 78c(a)(80)).
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Electronic delivery— The term electronic delivery, with respect to regulatory documents, includes—
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the direct delivery of such regulatory document to an electronic address of an investor;
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the posting of such regulatory document to a website and direct electronic delivery of an appropriate notice of the availability of the regulatory document to the investor; and
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an electronic method reasonably designed to ensure receipt of such regulatory document by the investor.
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Regulatory documents— The term regulatory documents includes—
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prospectuses meeting the requirements of section 10(a) of the Securities Act of 1933 (15 U.S.C. 77j(a));
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summary prospectuses meeting the requirements of—
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section 230.498 of title 17, Code of Federal Regulations; or
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section 230.498A of title 17, Code of Federal Regulations;
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statements of additional information, as described under section 270.30e–3(h)(3) of title 17, Code of Federal Regulations;
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annual and semi-annual reports to investors meeting the requirements of section 30(e) of the Investment Company Act of 1940 (15 U.S.C. 80a–29(e));
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notices meeting the requirements under section 270.19a–1 of title 17, Code of Federal Regulations;
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confirmations and account statements meeting the requirements under section 240.10b–10 of title 17, Code of Federal Regulations;
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proxy statements meeting the requirements under section 240.14a–3 of title 17, Code of Federal Regulations;
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privacy notices meeting the requirements of Regulation S–P under subpart A of part 248 of title 17, Code of Federal Regulations;
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affiliate marketing notices meeting the requirements of Regulation S–AM under subpart B of part 248 of title 17, Code of Federal Regulations; and
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all other regulatory documents required to be delivered by covered entities to investors under the securities laws and the rules and regulations of the Commission and the self-regulatory organizations.
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Securities laws— The term securities laws has the meaning given the term in section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)).
added
Self-regulatory organization— The term self-regulatory organization means—
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a self-regulatory organization, as defined in section 2(a)(26) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(26)); and
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the Municipal Securities Rulemaking Board.
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Website— The term website means an internet website or other digital, internet, or electronic-based information repository, such as a mobile application, to which an investor of a covered entity has been provided reasonable access.
Sec. 6101 Short title
addedadded This division may be cited as the “Retirement Fairness for Charities and Educational Institutions Act of 2024”.
Sec. 6102 Enhancement of 403(b) plans
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Amendments to the Investment Company Act of 1940— Section 3(c)(11) of the Investment Company Act of 1940 (15 U.S.C. 80a–3(c)(11)) is amended to read as follows:
added “(11) Any—
added “(A) employee’s stock bonus, pension, or profit-sharing trust which meets the requirements for qualification under section 401 of the Internal Revenue Code of 1986;
added “(B) custodial account meeting the requirements of section 403(b)(7) of such Code;
added “(C) governmental plan described in section 3(a)(2)(C) of the Securities Act of 1933;
added “(D) collective trust fund maintained by a bank consisting solely of assets of one or more—
added “(i) trusts described in subparagraph (A);
added “(ii) government plans described in subparagraph (C);
added “(iii) church plans, companies, or accounts that are excluded from the definition of an investment company under paragraph (14) of this subsection; or
added “(iv) plans which meet the requirements of section 403(b) of the Internal Revenue Code of 1986—
added “(I) if—
added “(aa) such plan is subject to title I of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1001 et seq.);
added “(bb) any employer making such plan available agrees to serve as a fiduciary for the plan with respect to the selection of the plan’s investments among which participants can choose; or
added “(cc) such plan is a governmental plan (as defined in section 414(d) of such Code); and
added “(II) if the employer, a fiduciary of the plan, or another person acting on behalf of the employer reviews and approves each investment alternative offered under such plan described under subclause (I)(cc) prior to the investment being offered to participants in the plan; or
added “(E) separate account the assets of which are derived solely from—
added “(i) contributions under pension or profit-sharing plans which meet the requirements of section 401 of the Internal Revenue Code of 1986 or the requirements for deduction of the employer’s contribution under section 404(a)(2) of such Code;
added “(ii) contributions under governmental plans in connection with which interests, participations, or securities are exempted from the registration provisions of section 5 of the Securities Act of 1933 by section 3(a)(2)(C) of such Act;
added “(iii) advances made by an insurance company in connection with the operation of such separate account; and
added “(iv) contributions to a plan described in clause (iii) or (iv) of subparagraph (D).”
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Amendments to the Securities Act of 1933— Section 3(a)(2) of the Securities Act of 1933 (15 U.S.C. 77c(a)(2)) is amended—
added
by striking “beneficiaries, or (D)” and inserting “beneficiaries, (D) a plan which meets the requirements of section 403(b) of such Code (i) if (I) such plan is subject to title I of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1001 et seq.), (II) any employer making such plan available agrees to serve as a fiduciary for the plan with respect to the selection of the plan’s investments among which participants can choose, or (III) such plan is a governmental plan (as defined in section 414(d) of such Code), and (ii) if the employer, a fiduciary of the plan, or another person acting on behalf of the employer reviews and approves each investment alternative offered under any plan described under clause (i)(III) prior to the investment being offered to participants in the plan, or (E)”;
added
by striking “(C), or (D)” and inserting “(C), (D), or (E)”; and
added
by striking “(iii) which is a plan funded” and all that follows through “retirement income account).” and inserting “(iii) in the case of a plan not described in subparagraph (D) or (E), which is a plan funded by an annuity contract described in section 403(b) of such Code”.
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Amendments to the Securities Exchange Act of 1934— Section 3(a)(12)(C) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(12)(C)) is amended—
added
by striking “or (iv)” and inserting “(iv) a plan which meets the requirements of section 403(b) of such Code (I) if (aa) such plan is subject to title I of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1001 et seq.), (bb) any employer making such plan available agrees to serve as a fiduciary for the plan with respect to the selection of the plan’s investments among which participants can choose, or (cc) such plan is a governmental plan (as defined in section 414(d) of such Code), and (II) if the employer, a fiduciary of the plan, or another person acting on behalf of the employer reviews and approves each investment alternative offered under any plan described under subclause (I)(cc) prior to the investment being offered to participants in the plan, or (v)”;
added
by striking “(ii), or (iii)” and inserting “(ii), (iii), or (iv)”; and
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by striking “(II) is a plan funded” and inserting “(II) in the case of a plan not described in clause (iv), is a plan funded”.
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Conforming Amendment to the Securities Exchange Act of 1934— Section 12(g)(2)(H) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(g)(2)(H)) is amended by striking “or (iii)” and inserting “(iii) a plan described in section 3(a)(12)(C)(iv) of this Act, or (iv)”.
Sec. 7001 Closed-end company authority to invest in private funds
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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:
added “(d) Closed-End company authority to invest in private funds
added “(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.
added “(2) Other restrictions on Commission authority
added “(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—
added “(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
added “(ii) the listing of the securities of a closed-end company described in clause (i) on a national securities exchange.
added “(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.
added “(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.”
added
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:
added “(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)).”
added
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:
added “(m)
added “(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.
added “(2) In this subsection—
added “(A) the term closed-end company—
added “(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
added “(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
added “(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))).”
added
Investment limitation— Section 3(c) of the Investment Company Act of 1940 (15 U.S.C. 80a–3(c)) is amended—
added
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
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in paragraph (7)(D), by striking “subparagraphs (A)(i) and (B)(i)” and inserting “subparagraphs (A)(i), (B)(i), and (C)”.
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Rules of construction—
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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 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.
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Nothing in this section or the amendments made by this section 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.