IB 

Union Calendar No. 304 

114TH CONGRESS 

2D SESSION H. R. 2356 

[Report No. 114–401] 

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

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

IN THE HOUSE OF REPRESENTATIVES 

MAY 15, 2015 

Mr. HILL (for himself and Mr. CARNEY) introduced the following bill; which 

was referred to the Committee on Financial Services 

JANUARY 28, 2016 

Committed to the Committee of the Whole House on the State of the Union 

and ordered to be printed 


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•HR 2356 RH

A BILL 

To direct the Securities and Exchange Commission to provide 

a safe harbor related to certain investment fund research 

reports, and for other purposes. 


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•HR 2356 RH

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Fair Access to Invest5 ment Research Act of 2015’’. 

6 SEC. 2. SAFE HARBOR FOR INVESTMENT FUND RESEARCH. 

7 (a) EXPANSION OF SAFE HARBOR.—Not later than 

8 the end of the 45-day period beginning on the date of en9 actment of this Act, the Securities and Exchange Commis10 sion shall propose, and not later than the end of the 120- 

11 day period beginning on such date, the Commission shall 

12 adopt, upon such terms, conditions, or requirements as the 

13 Commission may determine necessary or appropriate in 

14 the public interest, for the protection of investors, and for 

15 the promotion of capital formation, revisions to section 

16 230.139 of title 17, Code of Federal Regulations, to pro17 vide that a covered investment fund research report— 

18 (1) shall be deemed, for purposes of sections 

19 2(a)(10) and 5(c) of the Securities Act of 1933, not 

20 to constitute an offer for sale or an offer to sell a 

21 security that is the subject of an offering pursuant 

22 to a registration statement that the issuer proposes 

23 to file, or has filed, or that is effective, even if the 

24 broker or dealer is participating or will participate 


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1 in the registered offering of the covered investment 

2 fund’s securities; and 

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

4 subsection (a)(1) or (a)(2) of section 230.139 of title 

5 17, Code of Federal Regulations, or any successor 

6 provisions, for purposes of the Commission’s rules 

7 and regulations under the Federal securities laws 

8 and the rules of any self-regulatory organization. 

9 (b) IMPLEMENTATION OF SAFE HARBOR.—In imple10 menting the safe harbor pursuant to subsection (a), the 

11 Commission shall— 

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

13 fund with a class of securities in substantially con14 tinuous distribution, condition the safe harbor on 

15 whether the broker’s or dealer’s publication or dis16 tribution of a covered investment fund research re17 port constitutes such broker’s or dealer’s initiation 

18 or reinitiation of research coverage on such covered 

19 investment fund or its securities; 

20 (2) not— 

21 (A) require the covered investment fund to 

22 have been registered as an investment company 

23 under the Investment Company Act of 1940 or 

24 subject to the reporting requirements of section 

25 13 or 15(d) of the Securities Exchange Act of 


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1 1934 for any period exceeding twelve months; 

2 or 

3 (B) impose a minimum float provision ex4 ceeding that referenced in subsection 

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

6 Code of Federal Regulations; 

7 (3) provide that a self-regulatory organization 

8 may not maintain or enforce any rule that would— 

9 (A) condition the ability of a member to 

10 publish or distribute a covered investment fund 

11 research report on whether the member is also 

12 participating in a registered offering or other 

13 distribution of any securities of such covered in14 vestment fund; 

15 (B) condition the ability of a member to 

16 participate in a registered offering or other dis17 tribution of securities of a covered investment 

18 fund on whether the member has published or 

19 distributed a covered investment fund research 

20 report about such covered investment fund or 

21 its securities; or 

22 (C) require the filing of a covered invest23 ment fund research report with such self-regu24 latory organization; and 


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1 (4) provide that a covered investment fund re2 search report shall not be subject to sections 24(b) 

3 or 34(b) of the Investment Company Act of 1940 or 

4 the rules and regulations thereunder. 

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

6 shall be construed as in any way limiting— 

7 (1) the applicability of the antifraud provisions 

8 of the Federal securities laws; or 

9 (2) the authority of any self-regulatory organi10 zation to examine or supervise a member’s practices 

11 in connection with such member’s publication or dis12 tribution of a covered investment fund research re13 port for compliance with otherwise applicable provi14 sions of the Federal securities laws or self-regulatory 

15 organization rules. 

16 (d) INTERIM EFFECTIVENESS OF SAFE HARBOR.— 

17 From and after the 120-day period beginning on the date 

18 of enactment of this Act, if the Commission has not met 

19 its obligations pursuant to subsection (a) to adopt revi20 sions to section 230.139 of title 17, Code of Federal Regu21 lations, and until such time as the Commission has done 

22 so, a covered investment fund research report published 

23 or distributed by a broker or dealer after such date shall 

24 be deemed to meet the requirements of section 230.139 

25 of title 17, Code of Federal Regulations, and to satisfy 


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1 the conditions of subsection (a)(1) or (a)(2) thereof for 

2 purposes of the Commission’s rules and regulations under 

3 the Federal securities laws and the rules of any self-regu4 latory organization, as if revised and implemented in ac5 cordance with subsections (a) and (b). 

6 (e) DEFINITIONS.—For purposes of this Act: 

7 (1) COVERED INVESTMENT FUND RESEARCH

8 REPORT.—The term ‘‘covered investment fund re9 search report’’ means a research report published or 

10 distributed by a broker or dealer about a covered in11 vestment fund or any of its securities. 

12 (2) COVERED INVESTMENT FUND.—The term 

13 ‘‘covered investment fund’’ means— 

14 (A) an investment company registered 

15 under, or that has filed an election to be treated 

16 as a business development company under, the 

17 Investment Company Act of 1940 and that has 

18 filed a registration statement under the Securi19 ties Act of 1933 for the public offering of a 

20 class of its securities, which registration state21 ment has been declared effective by the Com22 mission; and 

23 (B) a trust or other person— 


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1 (i) that has a class of securities listed 

2 for trading on a national securities ex3 change; 

4 (ii) the assets of which consist pri5 marily of commodities, currencies, or deriv6 ative instruments that reference commod7 ities or currencies, or interests in the fore8 going; and 

9 (iii) that allows its securities to be 

10 purchased or redeemed, subject to condi11 tions or limitations, for a ratable share of 

12 its assets. 

13 (3) RESEARCH REPORT.—The term ‘‘research 

14 report’’ has the meaning given to that term under 

15 section 2(a)(3) of the Securities Act of 1933, except 

16 that such term shall not include an oral communica17 tion. 

18 (4) SELF-REGULATORY ORGANIZATION.—The 

19 term ‘‘self-regulatory organization’’ has the meaning 

20 given to that term under section 3(a)(26) of the Se21 curities Exchange Act of 1934. 


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Union Calendar No. 304 

114TH CONGRESS 

2D SESSION H. R. 2356 

[Report No. 114–401] 

A BILL 

To direct the Securities and Exchange Commission 

poses. ment fund research reports, and for other purto provide a safe harbor related to certain investJANUARY 28, 2016 

Committed to the Committee of the Whole House on the 

State of the Union and ordered to be printed 


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