PUBLIC LAW 115–66—OCT. 6, 2017 

FAIR ACCESS TO INVESTMENT RESEARCH 

ACT OF 2017 


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131 STAT. 1196 PUBLIC LAW 115–66—OCT. 6, 2017 

Public Law 115–66 

115th Congress 

An Act 

To direct the Securities and Exchange Commission to provide a safe harbor related 

to certain investment fund research reports, and for other purposes. 

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 ‘‘Fair Access to Investment 

Research Act of 2017’’. 

SEC. 2. SAFE HARBOR FOR INVESTMENT FUND RESEARCH. 

(a) EXPANSION OF THE SAFE HARBOR.—Not later than the end 

of the 180-day period beginning on the date of enactment of this 

Act, the Securities and Exchange Commission shall propose, and 

not later than the end of the 270-day period beginning on such 

date, the Commission shall adopt, upon such terms, conditions, 

or requirements as the Commission may determine necessary or 

appropriate in the public interest, for the protection of investors, 

and for the promotion of capital formation, revisions to section 

230.139 of title 17, Code of Federal Regulations, to provide that 

a covered investment fund research report that is published or 

distributed by a broker or dealer, other than a broker or dealer 

that is an investment adviser to the fund or an affiliated person 

of the investment adviser to the fund— 

(1) shall be deemed, for purposes of sections 2(a)(10) and 

5(c) of the Securities Act of 1933 (15 U.S.C. 77b(a)(10), 77e(c)), 

not to constitute an offer for sale or an offer to sell a security 

that is the subject of an offering pursuant to a registration 

statement that is effective, even if the broker or dealer is 

participating or will participate in the registered offering of 

the covered investment fund’s securities; and 

(2) shall be deemed to satisfy the conditions of paragraph 

(1) or (2) of section 230.139(a) of title 17, Code of Federal 

Regulations, or any successor provisions, for purposes of the 

Commission’s rules and regulations under the Federal securities laws and the rules of any self-regulatory organization. 

(b) IMPLEMENTATION OF SAFE HARBOR.—In implementing the 

safe harbor pursuant to subsection (a), the Commission shall— 

(1) not, in the case of a covered investment fund with 

a class of securities in substantially continuous distribution, 

condition the safe harbor on whether the broker’s or dealer’s 

publication or distribution of a covered investment fund 

research report constitutes such broker’s or dealer’s initiation 

or reinitiation of research coverage on such covered investment 

fund or its securities; 

Deadlines. 

Time periods. 

Effective date. 

Regulations. 

Fair Access to 

Investment 

Research Act of 

2017. 

15 USC 77e note. 

Oct. 6, 2017 

[S. 327] 


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PUBLIC LAW 115–66—OCT. 6, 2017 131 STAT. 1197 

(2) not— 

(A) require the covered investment fund to have been 

registered as an investment company under the Investment 

Company Act of 1940 (15 U.S.C. 80a–1 et seq.) or subject 

to the reporting requirements of section 13 or 15(d) of 

the Securities Exchange Act of 1934 (15 U.S.C. 78m, 78o(d)) 

for any period exceeding the period of time referenced 

under section 230.139(a)(1)(i)(A)(1) of title 17, Code of Federal Regulations; or 

(B) impose a minimum float provision exceeding that 

referenced in section 230.139(a)(1)(i)(A)(1)(i) of title 17, 

Code of Federal Regulations; 

(3) provide that a self-regulatory organization may not 

maintain or enforce any rule that would— 

(A) prohibit the ability of a member to publish or 

distribute a covered investment fund research report solely 

because the member is also participating in a registered 

offering or other distribution of any securities of such covered investment fund; or 

(B) prohibit the ability of a member to participate 

in a registered offering or other distribution of securities 

of a covered investment fund solely because the member 

has published or distributed a covered investment fund 

research report about such covered investment fund or 

its securities; and 

(4) provide that a covered investment fund research report 

shall not be subject to section 24(b) of the Investment Company 

Act of 1940 (15 U.S.C. 80a–24(b)) or the rules and regulations 

thereunder, except that such report may still be subject to 

such section and the rules and regulations thereunder to the 

extent that it is otherwise not subject to the content standards 

in the rules of any self-regulatory organization related to 

research reports, including those contained in the rules governing communications with the public regarding investment 

companies or substantially similar standards. 

(c) RULES OF CONSTRUCTION.—Nothing in this Act shall be 

construed as in any way limiting— 

(1) the applicability of the antifraud or antimanipulation 

provisions of the Federal securities laws and rules adopted 

thereunder to a covered investment fund research report, 

including section 17 of the Securities Act of 1933 (15 U.S.C. 

77q), section 34(b) of the Investment Company Act of 1940 

(15 U.S.C. 80a–33(b)), and sections 9 and 10 of the Securities 

Exchange Act of 1934 (15 U.S.C. 78i, 78j); or 

(2) the authority of any self-regulatory organization to 

examine or supervise a member’s practices in connection with 

such member’s publication or distribution of a covered investment fund research report for compliance with applicable provisions of the Federal securities laws or self-regulatory organization rules related to research reports, including those contained 

in rules governing communications with the public, or to require 

the filing of communications with the public the purpose of 

which is not to provide research and analysis of covered investment funds. 

(d) INTERIM EFFECTIVENESS OF SAFE HARBOR.— (1) IN GENERAL.—From and after the 270-day period beginning on the date of enactment of this Act, if the Commission 

Time period. 

Effective date. 


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131 STAT. 1198 PUBLIC LAW 115–66—OCT. 6, 2017 

has not adopted revisions to section 230.139 of title 17, Code 

of Federal Regulations, as required by subsection (a), and until 

such time as the Commission has done so, a broker or dealer 

distributing or publishing a covered investment fund research 

report after such date shall be able to rely on the provisions 

of section 230.139 of title 17, Code of Federal Regulations, 

and the broker or dealer’s publication of such report shall 

be deemed to satisfy the conditions of paragraph (1) or (2) 

of section 230.139(a) of title 17, Code of Federal Regulations, 

if the covered investment fund that is the subject of such 

report satisfies the reporting history requirements (without 

regard to Form S–3 or Form F–3 eligibility) and minimum 

float provisions of such subsections for purposes of the Commission’s rules and regulations under the Federal securities laws 

and the rules of any self-regulatory organization, as if revised 

and implemented in accordance with subsections (a) and (b). 

(2) STATUS OF COVERED INVESTMENT FUND.—After such 

period and until the Commission has adopted revisions to section 230.139 of title 17, Code of Federal Regulations, and 

FINRA has revised rule 2210, for purposes of subsection 

(c)(7)(O) of such rule, a covered investment fund shall be 

deemed to be a security that is listed on a national securities 

exchange and that is not subject to section 24(b) of the Investment Company Act of 1940 (15 U.S.C. 80a–24(b)). 

(3) COVERED INVESTMENT FUNDS COMMUNICATIONS.— 

(A) IN GENERAL.—Except as provided in subparagraph 

(B), communications that concern only covered investment 

funds that fall within the scope of section 24(b) of the 

Investment Company Act of 1940 (15 U.S.C. 80a–24(b)) 

shall not be required to be filed with FINRA. 

(B) EXCEPTION.—FINRA may require the filing of 

communications with the public if the purpose of those 

communications is not to provide research and analysis 

of covered investment funds. 

(e) EXCEPTION.—The safe harbor under subsection (a) shall 

not apply to the publication or distribution by a broker or a dealer 

of a covered investment fund research report, the subject of which 

is a business development company or a registered closed-end 

investment company, during the time period described in section 

230.139(a)(1)(i)(A)(1) of title 17, Code of Federal Regulations, except 

where expressly permitted by the rules and regulations of the 

Securities and Exchange Commission under the Federal securities 

laws. 

(f) DEFINITIONS.—For purposes of this Act: 

(1) The term ‘‘affiliated person’’ has the meaning given 

the term in section 2(a) of the Investment Company Act of 

1940 (15 U.S.C. 80a–2(a)). 

(2) The term ‘‘covered investment fund’’ means— 

(A) an investment company registered under, or that 

has filed an election to be treated as a business development company under, the Investment Company Act of 1940 

(15 U.S.C. 80a–1 et seq.) and that has filed a registration 

statement under the Securities Act of 1933 (15 U.S.C. 

77a et seq.) for the public offering of a class of its securities, 

which registration statement has been declared effective 

by the Commission; and 

(B) a trust or other person— 


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PUBLIC LAW 115–66—OCT. 6, 2017 131 STAT. 1199 

LEGISLATIVE HISTORY—S. 327: 

CONGRESSIONAL RECORD, Vol. 163 (2017): 

Sept. 11, considered and passed Senate. 

Sept. 27, considered and passed House. 

Æ 

(i) issuing securities in an offering registered under 

the Securities Act of 1933 (15 U.S.C. 77a et seq.) and 

which class of securities is listed for trading on a 

national securities exchange; 

(ii) the assets of which consist primarily of 

commodities, currencies, or derivative instruments that 

reference commodities or currencies, or interests in 

the foregoing; and 

(iii) that provides in its registration statement 

under the Securities Act of 1933 (15 U.S.C. 77a et 

seq.) that a class of its securities are purchased or 

redeemed, subject to conditions or limitations, for a 

ratable share of its assets. 

(3) The term ‘‘covered investment fund research report’’ 

means a research report published or distributed by a broker 

or dealer about a covered investment fund or any securities 

issued by the covered investment fund, but does not include 

a research report to the extent that the research report is 

published or distributed by the covered investment fund or 

any affiliate of the covered investment fund, or any research 

report published or distributed by any broker or dealer that 

is an investment adviser (or an affiliated person of an investment adviser) for the covered investment fund. 

(4) The term ‘‘FINRA’’ means the Financial Industry Regulatory Authority. 

(5) The term ‘‘investment adviser’’ has the meaning given 

the term in section 2(a) of the Investment Company Act of 

1940 (15 U.S.C. 80a–2(a)). 

(6) The term ‘‘research report’’ has the meaning given that 

term under section 2(a)(3) of the Securities Act of 1933 (15 

U.S.C. 77b(a)(3)), except that such term shall not include an 

oral communication. 

(7) The term ‘‘self-regulatory organization’’ has the meaning 

given that term under section 3(a)(26) of the Securities 

Exchange Act of 1934 (15 U.S.C. 78c(a)(26)). 

Approved October 6, 2017. 


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