IIB 
118TH CONGRESS 
1ST SESSION H. R. 2622 
IN THE SENATE OF THE UNITED STATES 
JULY 12, 2023 
Received; read twice and referred to the Committee on Banking, Housing, and 
Urban Affairs 
AN ACT 
To amend the Investment Advisers Act of 1940 to codify 
certain Securities and Exchange Commission no-action 
letters that exclude brokers and dealers compensated for 
certain research services from the definition of invest-
ment adviser, and for other purposes. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
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SECTION 1. EXTENSION OF NO-ACTION LETTER; STUDY. 
(a) FINDINGS.—Congress finds the following: 
(1) The Securities and Exchange Commission 
staff first granted temporary no-action relief in 
2017, prior to the implementation of European rules 
designed to protect European investors from exces-
sive costs and conflicts of interest. 
(2) The Commission staff did not engage in any 
meaningful cost-benefit analysis of the issues raised 
by the no-action relief requested either prior to or 
following the granting of no-action relief in 2017. 
(3) The Commission staff revised and extended 
the temporary no-action relief in 2019, again with-
out any meaningful cost-benefit analysis of the 
issues raised by the no-action relief requested prior 
to or following the granting of the relief. 
(4) There are currently approximately 15,300 
registered investment advisers, including affiliates 
that provide the vast majority of investment re-
search. 
(5) The Commission has received complaints 
from investors and investor advocacy groups express-
ing concerns with the no-action relief, as it currently 
exists. 
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(6) The Commission has received concerns from 
broker-dealers related to the potential expiration of 
the no-action relief. 
(b) EXTENSION OF NO-ACTION LETTER.—The Com-
mission shall provide an additional 6-month extension of 
the October 26, 2017, Securities Industry and Financial 
Markets Association, SEC Staff No-Action Letter, set to 
expire on July 3, 2023. 
(c) STUDY REQUIRED.—After the announcement ex-
tending the expiration date of the no-action letter under 
subsection (b), the Commission shall conduct, through no-
tice and comment, a study of the impact of allowing the 
no-action letter’s expiration or maintenance of the no-ac-
tion letter, and give due regard to any comments received 
in conducting the study. The Commission or delegated 
staff shall report their findings and conclusions, including 
findings related to the expiration of the no-action relief, 
to the Committee on Financial Services of the House of 
Representatives and the Committee on Banking, Housing, 
and Urban Affairs of the Senate. 
(d) CONTENTS
OF STUDY.—The study required 
under subsection (c) shall include potential impacts on the 
research market for smaller issuers, including— 
(1) the availability of such research, includ-
ing— 
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(A) the number and types of firms who 
provide such research; 
(B) the volume of such research over time; 
and 
(C) competition in the research market; 
(2) any unique challenges faced by minority- 
owned, women-owned, and veteran owned small 
issuers in obtaining research coverage; 
(3) the impact on the availability of research 
coverage for small issuers due to Commission rules; 
(4) a cost-benefit analysis of regulatory options 
that will support research coverage of small entities 
and increase transparency in the cost of research 
provided by broker-dealers; 
(5) the impact of the no-action relief on inves-
tors in registered investment companies and exempt 
investment funds, pension funds, endowments, and 
other asset owners, investment advisers, broker-deal-
ers that provide both investment research and trad-
ing services, independent investment advisers that do 
not provide trading services, broker-dealers that do 
not provide investment research, and other market 
participants, including issuers of securities; and 
(6) the potential impacts of the expiration of 
the no-action relief on investors in registered invest-
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ment companies and exempt investment funds, pen-
sion funds, endowments, investment advisers, and 
other asset owners, broker-dealers that provide both 
investment research and trading services, inde-
pendent investment advisers that do not provide 
trading services, broker-dealers that do not provide 
investment research, and other market participants, 
including issuers of securities. 
Passed the House of Representatives July 11, 2023. 
Attest: 
KEVIN F. MCCUMBER, 
Clerk. 
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