I 

114TH CONGRESS 

1ST SESSION H. R. 2356 

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 

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. 

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- 


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1 day period beginning on such date, the Commission shall 

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

3 Commission may determine necessary or appropriate in 

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

5 the promotion of capital formation, revisions to section 

6 230.139 of title 17, Code of Federal Regulations, to pro7 vide that a covered investment fund research report— 

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

9 2(a)(10) and 5(c) of the Securities Act of 1933, not 

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

11 security that is the subject of an offering pursuant 

12 to a registration statement that the issuer proposes 

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

14 broker or dealer is participating or will participate 

15 in the registered offering of the covered investment 

16 fund’s securities; and 

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

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

19 17, Code of Federal Regulations, or any successor 

20 provisions, for purposes of the Commission’s rules 

21 and regulations under the Federal securities laws 

22 and the rules of any self-regulatory organization. 

23 (b) IMPLEMENTATION OF SAFE HARBOR.—In imple24 menting the safe harbor pursuant to subsection (a), the 

25 Commission shall— 


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

2 fund with a class of securities in substantially con3 tinuous distribution, condition the safe harbor on 

4 whether the broker’s or dealer’s publication or dis5 tribution of a covered investment fund research re6 port constitutes such broker’s or dealer’s initiation 

7 or reinitiation of research coverage on such covered 

8 investment fund or its securities; 

9 (2) not— 

10 (A) require the covered investment fund to 

11 have been registered as an investment company 

12 under the Investment Company Act of 1940 or 

13 subject to the reporting requirements of section 

14 13 or 15(d) of the Securities Exchange Act of 

15 1934 for any period exceeding twelve months; 

16 or 

17 (B) impose a minimum float provision ex18 ceeding that referenced in subsection 

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

20 Code of Federal Regulations; 

21 (3) provide that a self-regulatory organization 

22 may not maintain or enforce any rule that would— 

23 (A) condition the ability of a member to 

24 publish or distribute a covered investment fund 

25 research report on whether the member is also 


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1 participating in a registered offering or other 

2 distribution of any securities of such covered in3 vestment fund; 

4 (B) condition the ability of a member to 

5 participate in a registered offering or other dis6 tribution of securities of a covered investment 

7 fund on whether the member has published or 

8 distributed a covered investment fund research 

9 report about such covered investment fund or 

10 its securities; or 

11 (C) require the filing of a covered invest12 ment fund research report with such self-regu13 latory organization; and 

14 (4) provide that a covered investment fund re15 search report shall not be subject to sections 24(b) 

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

17 the rules and regulations thereunder. 

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

19 shall be construed as in any way limiting— 

20 (1) the applicability of the antifraud provisions 

21 of the Federal securities laws; or 

22 (2) the authority of any self-regulatory organi23 zation to examine or supervise a member’s practices 

24 in connection with such member’s publication or dis25 tribution of a covered investment fund research reVerDate Sep 11 2014 04:15 May 22, 2015 Jkt 049200 PO 00000 Frm 00004 Fmt 6652 Sfmt 6201 E:\BILLS\H2356.IH H2356

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1 port for compliance with otherwise applicable provi2 sions of the Federal securities laws or self-regulatory 

3 organization rules. 

4 (d) INTERIM EFFECTIVENESS OF SAFE HARBOR.— 

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

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

7 its obligations pursuant to subsection (a) to adopt revi8 sions to section 230.139 of title 17, Code of Federal Regu9 lations, and until such time as the Commission has done 

10 so, a covered investment fund research report published 

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

12 be deemed to meet the requirements of section 230.139 

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

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

15 purposes of the Commission’s rules and regulations under 

16 the Federal securities laws and the rules of any self-regu17 latory organization, as if revised and implemented in ac18 cordance with subsections (a) and (b). 

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

20 (1) COVERED INVESTMENT FUND RESEARCH

21 REPORT.—The term ‘‘covered investment fund re22 search report’’ means a research report published or 

23 distributed by a broker or dealer about a covered in24 vestment fund or any of its securities. 


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1 (2) COVERED INVESTMENT FUND.—The term 

2 ‘‘covered investment fund’’ means— 

3 (A) an investment company registered 

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

5 as a business development company under, the 

6 Investment Company Act of 1940 and that has 

7 filed a registration statement under the Securi8 ties Act of 1933 for the public offering of a 

9 class of its securities, which registration state10 ment has been declared effective by the Com11 mission; and 

12 (B) a trust or other person— 

13 (i) that has a class of securities listed 

14 for trading on a national securities ex15 change; 

16 (ii) the assets of which consist pri17 marily of commodities, currencies, or deriv18 ative instruments that reference commod19 ities or currencies, or interests in the fore20 going; and 

21 (iii) that allows its securities to be 

22 purchased or redeemed, subject to condi23 tions or limitations, for a ratable share of 

24 its assets. 


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

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

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

4 that such term shall not include an oral communica5 tion. 

6 (4) SELF-REGULATORY ORGANIZATION.—The 

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

8 given to that term under section 3(a)(26) of the Se9 curities Exchange Act of 1934. 

Æ 


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