IB 
Union Calendar No. 105 
118TH CONGRESS 
1ST SESSION H. R. 2622 
[Report No. 118–134] 
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 investment adviser, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
APRIL 13, 2023 
Mr. SESSIONS (for himself and Mrs. WAGNER) introduced the following bill; 
which was referred to the Committee on Financial Services 
JULY 11, 2023 
Reported with an amendment, committed to the Committee of the Whole 
House on the State of the Union, and ordered to be printed 
[Strike out all after the enacting clause and insert the part printed in italic] 
[For text of introduced bill, see copy of bill as introduced on April 13, 2023] 
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A BILL 
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. 
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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. 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 de-
signed to protect European investors from excessive 
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 fol-
lowing the granting of no-action relief in 2017. 
(3) The Commission staff revised and extended 
the temporary no-action relief in 2019, again without 
any meaningful cost-benefit analysis of the issues 
raised by the no-action relief requested prior to or fol-
lowing the granting of the relief. 
(4) There are currently approximately 15,300 
registered investment advisers, including affiliates 
that provide the vast majority of investment research. 
(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 ex-
pire 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 notice 
and comment, a study of the impact of allowing the no- 
action letter’s expiration or maintenance of the no-action 
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 find-
ings related to the expiration of the no-action relief, to the 
Committee on Financial Services of the House of Represent-
atives 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 re-
search market for smaller issuers, including— 
(1) the availability of such research, including— 
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(A) the number and types of firms who pro-
vide 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 pro-
vided by broker-dealers; 
(5) the impact of the no-action relief on investors 
in registered investment companies and exempt in-
vestment funds, pension funds, endowments, and other 
asset owners, investment advisers, broker-dealers that 
provide both investment research and trading 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 investment 
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companies and exempt investment funds, pension 
funds, endowments, investment advisers, and other 
asset owners, broker-dealers that provide both invest-
ment research and trading services, independent in-
vestment advisers that do not provide trading serv-
ices, broker-dealers that do not provide investment re-
search, and other market participants, including 
issuers of securities. 
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Union Calendar No. 105 
118TH CONGRESS 
1ST SESSION 
H. R. 2622 
[Report No. 118–134] 
A BILL 
To amend the Investment Advisers Act of 1940 to 
codify certain Securities and Exchange Commis-
sion no-action letters that exclude brokers and 
dealers compensated for certain research services 
from the definition of investment adviser, and for 
other purposes. 
JULY 11, 2023 
Reported with an amendment, committed to the Com-
mittee of the Whole House on the State of the Union, 
and ordered to be printed 
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