[Congressional Record Volume 164, Number 9 (Tuesday, January 16, 2018)]
[House]
[Pages H183-H185]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]




                 EXPANDING INVESTMENT OPPORTUNITIES ACT

  Mr. DUFFY. Mr. Speaker, I move to suspend the rules and pass the bill 
(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, as amended.
  The Clerk read the title of the bill.
  The text of the bill is as follows:

                               H.R. 4279

       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 the end of the 180 
     period beginning on the date of enactment of this Act, the 
     Securities and Exchange Commission shall propose and, not 
     later than 1 year after the date of enactment of this Act, 
     the Securities and Exchange Commission shall finalize any 
     rules, as appropriate, 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, and is listed on a national 
     securities exchange or that makes periodic repurchase offers 
     pursuant to section 270.23c-3 of title 17, Code of Federal 
     Regulations, to use the securities offering and proxy rules, 
     subject to conditions the Commission determines appropriate, 
     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 
     consider the availability of information to investors, 
     including what disclosures constitute adequate information to 
     be designated as a ``well-known seasoned issuer''.
       (b) Treatment if Revisions Not Completed in a Timely 
     Manner.--If the Commission fails to complete the revisions 
     required by subsection (a) by the time required by such 
     subsection, any registered closed-end company that is listed 
     on a national securities exchange or that makes periodic 
     repurchase offers pursuant to section 270.23c-3 of title 17, 
     Code of Federal Regulations, shall be deemed to be an 
     eligible issuer under the final rule of the Commission titled 
     ``Securities Offering Reform'' (70 Fed. Reg. 44722; published 
     August 3, 2005).
       (c) Rules of Construction.--
       (1) No effect on rule 482.--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.

  The SPEAKER pro tempore. Pursuant to the rule, the gentleman from 
Wisconsin (Mr. Duffy) and the gentleman from Illinois (Mr. Foster) each 
will control 20 minutes.
  The Chair recognizes the gentleman from Wisconsin.


                             General Leave

  Mr. DUFFY. Mr. Speaker, I ask unanimous consent that all Members may 
have 5 legislative days within

[[Page H184]]

which to revise and extend their remarks and include extraneous 
material on this bill.
  The SPEAKER pro tempore. Is there objection to the request of the 
gentleman from Wisconsin?
  There was no objection.
  Mr. DUFFY. Mr. Speaker, I yield myself such time as I may consume.
  Mr. Speaker, closed-end funds are important retirement savings and 
investment vehicles for retail investors and serve as a long-term 
source of capital for operating companies, which helps promote job 
creation, research and development, and economic growth.
  Despite the many benefits of closed-end funds, the number of closed-
end funds has been declining over the last several years.
  Closed-end funds occupy a unique space within a framework of 
regulated investment companies. They have opportunities to invest in 
small enterprises and stocks and bonds that they may issue that would 
not necessarily be ones that are open-ended or invested in by mutual 
funds.
  Since the SEC has adopted its 2005 offering reform for traditional 
operating companies, the SEC has had more than 12 years to consider a 
parallel framework for closed-end funds, but has failed to do so. H.R. 
4279 would direct the SEC to draft rules as appropriate to permit 
closed-end funds to take advantage of the 2005 offering reforms.
  If the SEC does not finalize these rules within 1 year, closed-end 
funds that otherwise meet the requirements could take advantage of the 
2005 offering reforms until the SEC adopts a rule. By simplifying the 
closed-end fund offering process and liberalizing existing restrictions 
on communications, the legislation would reduce unnecessary regulatory 
burdens that raise cost for investors. In turn, this would enhance the 
ability of closed-end funds to act as a source of financing for the 
economy.
  I think this is a commonsense piece of legislation. I would also note 
that, in a committee that often doesn't see a lot of bipartisanship, 
this bill passed out of committee with a vote of 58-2, signifying broad 
and wide support amongst the parties and from our committee.
  Mr. Speaker, I reserve the balance of my time.

                              {time}  1645

  Mr. FOSTER. Mr. Speaker, I yield myself such time as I may consume, 
and rise today in support of H.R. 4279.
  This was a thoroughly negotiated bill, incorporating the views of 
affected funds and consumer and investor advocacy groups.
  My staff worked with Congressman Hollingsworth's staff up to the 
eleventh hour in committee, demonstrating the importance of bipartisan 
relationships in creating legislation. The ranking member's staff and 
the chairman's staff worked with us throughout this process, and I 
offered an amendment that we all agreed to.
  My amendment simply changed the approach the bill used to accomplish 
parity for closed-end investment funds with operating companies under 
the SEC's securities offering reforms of 2005.
  Moving this bill in regular order, we heard in a legislative hearing 
that there were reasons why parity might not mean identical treatment. 
This amendment would direct the SEC to propose, within 180 days, a rule 
that would allow closed-end funds that are listed or have periodic 
redemptions--interval funds--to be treated as well-known seasoned 
issuers, WKSIs.
  This rule will have to be finalized within a year, or else the bill 
will provide a statutory ability for these companies to qualify if they 
meet the other criteria currently applicable to operating companies. 
The SEC can act at any time thereafter to propose rules that would be 
controlling for closed-end funds covered by the bill.
  I encourage the SEC to consider the disclosure regime under the 
Investment Company Act of 1940 to promulgate a rule that will allow 
listed closed-end funds and interval funds to use the streamlined 
offering and proxy rules that are available to WKSIs.
  This bill will increase options for investors and savers while 
ensuring that protections appropriate to a WKSI are applied to closed-
end and interval funds.
  Mr. Speaker, I encourage all of my colleagues to support this bill as 
it comes to a decision on the floor, and I reserve the balance of my 
time.
  Mr. DUFFY. Mr. Speaker, I yield 5 minutes to the gentleman from 
Indiana (Mr. Hollingsworth), the sponsor of this legislation.
  Mr. HOLLINGSWORTH. Mr. Speaker, I rise today in support of H.R. 4279.
  There are two big problems that I hear a lot about in district. The 
first is ensuring that mom-and-pop investors in retail Main Street 
America have all of the options available to them to be able to invest 
for their future retirement and invest for their kids' college 
education. They want a cornucopia of different investment opportunities 
for them to be able to pursue: making the decision as to whether mutual 
funds are the right answer, making the decision as to whether open-end 
funds are the right answer, making the decision as to whether ETFs are 
the right answer, and making the decision as to whether, yes, closed-
end funds are the right answer.
  Over the last 10 years, we have seen closed-end funds decline in 
number by 81 percent. Some of that decline has been because of the 
regulatory burden, the onerous burden that is on them, compared to some 
of their counterparts. We want to make sure that ultimately there might 
be reasons for a level playing field between them and some other well-
known seasoned issuers.
  The second big problem that I continue to hear about is how dynamic 
the market is; how fleeting opportunities are; and how we need to make 
sure that there is not long, duplicative timelines and not onerous, 
duplicative paperwork that companies and closed-end funds are having to 
fill out and having to wait in order to take advantage of the 
opportunities that may exist in the market. We want to truncate down 
that time without removing any of the regulation and governance that is 
so important to ensuring the transparency and credibility of U.S. 
markets around the world.
  I want to thank Mr. Foster because, as he well said, from day one he 
has been diligently working on both of those problems. We have been 
able to work together and, as he said, negotiate all the way through 
the eleventh hour, not to come up with a shotgun solution that doesn't 
address both of these, but, instead, to come up with a comprehensive 
solution that solves both of these problems: the problem for the Main 
Street mom-and-pop 401(k) investor that wants to be able to pursue 
different opportunities in saving for their retirement, and for 
companies that are pursuing dynamic opportunities in the market. I want 
them to be as competitive as possible in this global marketplace.
  Mr. Speaker, I thank Mr. Foster for all of his effort along the way. 
I want to thank the committee for their 58-2 support of this 
legislation. I am hopeful and I urge my colleagues on the floor to vote 
for this legislation as well. I think this is a commonsense, thoughtful 
approach to both of those problems that I hear far too often when I am 
back home in my district.
  Mr. FOSTER. Mr. Speaker, at this point I have no further speakers, so 
I would like to close with a few words here.
  This bipartisan bill will increase options for investors and savers 
while ensuring that the protections appropriate to a WKSI are applied 
to closed-end fund and interval funds. It is my hope that we can do 
more bipartisan work like this in our committee and in our Congress for 
the remainder of this term.
  Mr. Speaker, I yield back the balance of my time.
  Mr. DUFFY. Mr. Speaker, this is a unique space where, oftentimes, we 
would look to the SEC to actually act. Because they haven't acted, I am 
proud to say I am part of a group in Congress that are willing to act 
proactively to make sure, again, we are protecting investors, 
protecting savers, but also helping capital flow into spaces that are 
so needed by this reform.
  Mr. Speaker, again, I encourage all of my colleagues to support this 
commonsense, bipartisan bill, and I yield back the balance of my time.
  The SPEAKER pro tempore. The question is on the motion offered by the 
gentleman from Wisconsin (Mr. Duffy) that the House suspend the rules 
and pass the bill, H.R. 4279, as amended.

[[Page H185]]

  The question was taken.
  The SPEAKER pro tempore. In the opinion of the Chair, two-thirds 
being in the affirmative, the ayes have it.
  Mr. DUFFY. Mr. Speaker, on that I demand the yeas and nays.
  The yeas and nays were ordered.
  The SPEAKER pro tempore. Pursuant to clause 8 of rule XX, further 
proceedings on this motion will be postponed.

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