I 
114TH CONGRESS 
1ST SESSION H. R. 2128 
To amend the Internal Revenue Code of 1986 to exempt certain stock of 
real estate investment trusts from the tax on foreign investments in 
United States real property interests, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
APRIL 30, 2015 
Mr. BRADY of Texas (for himself, Mr. CROWLEY, Mr. MCDERMOTT, Mr. 
REICHERT, Mr. MARCHANT, Mr. YOUNG of Indiana, Mr. ROSKAM, Mr. 
MEEHAN, Ms. LINDA T. SA´NCHEZ of California, Mr. RENACCI, Mr. 
REED, Mr. TIBERI, Mr. BLUMENAUER, Mr. RANGEL, Mr. THOMPSON of 
California, Mr. LARSON of Connecticut, Mr. NEAL, Mr. KIND, Mr. KING 
of New York, Mr. SESSIONS, Mr. SAM JOHNSON of Texas, Mr. DOLD, 
Mr. BUCHANAN, and Ms. JENKINS of Kansas) introduced the following 
bill; which was referred to the Committee on Ways and Means 
A BILL 
To amend the Internal Revenue Code of 1986 to exempt 
certain stock of real estate investment trusts from the 
tax on foreign investments in United States real property 
interests, and for other purposes. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE; ETC. 
(a) SHORT TITLE.—This Act may be cited as the 
‘‘Real Estate Investment and Jobs Act of 2015’’. 
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(b) AMENDMENT OF 1986 CODE.—Except as other-
wise expressly provided, whenever in this Act an amend-
ment or repeal is expressed in terms of an amendment 
to, or repeal of, a section or other provision, the reference 
shall be considered to be made to a section or other provi-
sion of the Internal Revenue Code of 1986. 
SEC. 2. EXCEPTION FROM FIRPTA FOR CERTAIN STOCK OF 
REAL ESTATE INVESTMENT TRUSTS. 
(a) MODIFICATIONS OF OWNERSHIP RULES.— 
(1) IN GENERAL.—Section 897 is amended by 
adding at the end the following new subsection: 
‘‘(k) SPECIAL RULES RELATING TO REAL ESTATE 
INVESTMENT TRUSTS.— 
‘‘(1) INCREASE
IN
PERCENTAGE
OWNERSHIP 
FOR EXCEPTIONS FOR PERSONS HOLDING PUBLICLY 
TRADED STOCK.— 
‘‘(A) DISPOSITIONS.—In the case of any 
disposition of stock in a real estate investment 
trust, paragraphs (3) and (6)(C) of subsection 
(c) shall each be applied by substituting ‘more 
than 10 percent’ for ‘more than 5 percent’. 
‘‘(B) DISTRIBUTIONS.—In the case of any 
distribution from a real estate investment trust, 
subsection (h)(1) shall be applied by sub-
stituting ‘10 percent’ for ‘5 percent’. 
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‘‘(2) STOCK
HELD
BY
QUALIFIED
SHARE-
HOLDERS NOT TREATED AS USRPI.— 
‘‘(A) IN GENERAL.—Except as provided in 
subparagraph (B)— 
‘‘(i) stock of a real estate investment 
trust which is held directly by a qualified 
shareholder shall not be treated as a 
United States real property interest, and 
‘‘(ii) 
notwithstanding 
subsection 
(h)(1), any distribution to a qualified 
shareholder shall not be treated as gain 
recognized from the sale or exchange of a 
United States real property interest to the 
extent the stock of the real estate invest-
ment trust held by such qualified share-
holder is not treated as a United States 
real property interest under clause (i). 
‘‘(B) EXCEPTION.—In the case of a quali-
fied shareholder with 1 or more applicable in-
vestors— 
‘‘(i) subparagraph (A)(i) shall not 
apply to so much of the stock of a real es-
tate investment trust held by a qualified 
shareholder as bears the same ratio to the 
value of the interests (other than interests 
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held solely as a creditor) held by such ap-
plicable investors in the qualified share-
holder bears to value of all interests (other 
than interests held solely as a creditor) in 
the qualified shareholder, and 
‘‘(ii) a percentage equal to the ratio 
determined under clause (i) of the amounts 
realized by the qualified shareholder with 
respect to any disposition of stock in the 
real estate investment trust or with respect 
to any distribution from the real estate in-
vestment trust attributable to gain from 
sales or exchanges of a United States real 
property interest shall be treated as 
amounts realized from the disposition of 
United States real property interests. 
‘‘(C) APPLICABLE
INVESTOR.—For pur-
poses of this paragraph, the term ‘applicable in-
vestor’ means, with respect to any qualified 
shareholder holding stock in a real estate in-
vestment trust, a person (other than a qualified 
shareholder) which— 
‘‘(i) holds an interest (other than an 
interest solely as a creditor) in such quali-
fied shareholder, and 
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‘‘(ii) holds more than 10 percent of 
the stock of such real estate investment 
trust (whether or not by reason of the per-
son’s ownership interest in the qualified 
shareholder). 
‘‘(D) 
CONSTRUCTIVE
OWNERSHIP 
RULES.—For purposes of subparagraphs (B)(i) 
and (C), the constructive ownership rules under 
subsection (c)(6)(C) shall apply. 
‘‘(3) QUALIFIED SHAREHOLDER.—For purposes 
of this subsection— 
‘‘(A) IN
GENERAL.—The term ‘qualified 
shareholder’ means a foreign person— 
‘‘(i) which is eligible for benefits of a 
comprehensive income tax treaty with the 
United States which includes an exchange 
of information program, 
‘‘(ii) which is a qualified collective in-
vestment vehicle, 
‘‘(iii) the principal class of interests of 
which is listed and regularly traded on 1 or 
more recognized stock exchanges (as de-
fined in such comprehensive income tax 
treaty), and 
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