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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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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Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Fair Access to Invest-
ment Research Act of 2015’’. 
SEC. 2. SAFE HARBOR FOR INVESTMENT FUND RESEARCH. 
(a) EXPANSION OF SAFE HARBOR.—Not later than 
the end of the 45-day period beginning on the date of en-
actment of this Act, the Securities and Exchange Commis-
sion shall propose, and not later than the end of the 120- 
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 pro-
vide that a covered investment fund research report— 
(1) shall be deemed, for purposes of sections 
2(a)(10) and 5(c) of the Securities Act of 1933, 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 the issuer proposes 
to file, or has filed, or that is effective, even if the 
broker or dealer is participating or will participate 
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in the registered offering of the covered investment 
fund’s securities; and 
(2) shall be deemed to satisfy the conditions of 
subsection (a)(1) or (a)(2) of section 230.139 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 imple-
menting 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 con-
tinuous distribution, condition the safe harbor on 
whether the broker’s or dealer’s publication or dis-
tribution of a covered investment fund research re-
port constitutes such broker’s or dealer’s initiation 
or reinitiation of research coverage on such covered 
investment fund or its securities; 
(2) not— 
(A) require the covered investment fund to 
have been registered as an investment company 
under the Investment Company Act of 1940 or 
subject to the reporting requirements of section 
13 or 15(d) of the Securities Exchange Act of 
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1934 for any period exceeding twelve months; 
or 
(B) impose a minimum float provision ex-
ceeding 
that 
referenced 
in 
subsection 
(a)(1)(i)(A)(1)(i) of section 230.139 of title 17, 
Code of Federal Regulations; 
(3) provide that a self-regulatory organization 
may not maintain or enforce any rule that would— 
(A) condition the ability of a member to 
publish or distribute a covered investment fund 
research report on whether the member is also 
participating in a registered offering or other 
distribution of any securities of such covered in-
vestment fund; 
(B) condition the ability of a member to 
participate in a registered offering or other dis-
tribution of securities of a covered investment 
fund on whether the member has published or 
distributed a covered investment fund research 
report about such covered investment fund or 
its securities; or 
(C) require the filing of a covered invest-
ment fund research report with such self-regu-
latory organization; and 
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(4) provide that a covered investment fund re-
search report shall not be subject to sections 24(b) 
or 34(b) of the Investment Company Act of 1940 or 
the rules and regulations thereunder. 
(c) RULES OF CONSTRUCTION.—Nothing in this Act 
shall be construed as in any way limiting— 
(1) the applicability of the antifraud provisions 
of the Federal securities laws; or 
(2) the authority of any self-regulatory organi-
zation to examine or supervise a member’s practices 
in connection with such member’s publication or dis-
tribution of a covered investment fund research re-
port for compliance with otherwise applicable provi-
sions of the Federal securities laws or self-regulatory 
organization rules. 
(d) INTERIM EFFECTIVENESS OF SAFE HARBOR.— 
From and after the 120-day period beginning on the date 
of enactment of this Act, if the Commission has not met 
its obligations pursuant to subsection (a) to adopt revi-
sions to section 230.139 of title 17, Code of Federal Regu-
lations, and until such time as the Commission has done 
so, a covered investment fund research report published 
or distributed by a broker or dealer after such date shall 
be deemed to meet the requirements of section 230.139 
of title 17, Code of Federal Regulations, and to satisfy 
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the conditions of subsection (a)(1) or (a)(2) thereof for 
purposes of the Commission’s rules and regulations under 
the Federal securities laws and the rules of any self-regu-
latory organization, as if revised and implemented in ac-
cordance with subsections (a) and (b). 
(e) DEFINITIONS.—For purposes of this Act: 
(1) COVERED
INVESTMENT
FUND
RESEARCH 
REPORT.—The term ‘‘covered investment fund re-
search report’’ means a research report published or 
distributed by a broker or dealer about a covered in-
vestment fund or any of its securities. 
(2) COVERED INVESTMENT FUND.—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 and that has 
filed a registration statement under the Securi-
ties Act of 1933 for the public offering of a 
class of its securities, which registration state-
ment has been declared effective by the Com-
mission; and 
(B) a trust or other person— 
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(i) that has a class of securities listed 
for trading on a national securities ex-
change; 
(ii) the assets of which consist pri-
marily of commodities, currencies, or deriv-
ative instruments that reference commod-
ities or currencies, or interests in the fore-
going; and 
(iii) that allows its securities to be 
purchased or redeemed, subject to condi-
tions or limitations, for a ratable share of 
its assets. 
(3) RESEARCH REPORT.—The term ‘‘research 
report’’ has the meaning given to that term under 
section 2(a)(3) of the Securities Act of 1933, except 
that such term shall not include an oral communica-
tion. 
(4) SELF-REGULATORY
ORGANIZATION.—The 
term ‘‘self-regulatory organization’’ has the meaning 
given to that term under section 3(a)(26) of the Se-
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 
to provide a safe harbor related to certain invest-
ment fund research reports, and for other pur-
poses. 
JANUARY 28, 2016 
Committed to the Committee of the Whole House on the 
State of the Union and ordered to be printed 
VerDate Sep 11 2014 
21:34 Jan 28, 2016
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