IB 
Union Calendar No. 168 
113TH CONGRESS 
1ST SESSION H. R. 2374 
[Report No. 113–228, Part I] 
To amend the Securities Exchange Act of 1934 to provide protections for 
retail customers, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
JUNE 14, 2013 
Mrs. WAGNER introduced the following bill; which was referred to the Com-
mittee on Financial Services, and in addition to the Committee on Edu-
cation and the Workforce, for a period to be subsequently determined by 
the Speaker, in each case for consideration of such provisions as fall with-
in the jurisdiction of the committee concerned 
SEPTEMBER 25, 2013 
Additional sponsor: Mr. MURPHY of Florida 
SEPTEMBER 25, 2013 
Reported from the Committee on Financial Services with an amendment 
[Strike out all after the enacting clause and insert the part printed in italic] 
SEPTEMBER 25, 2013 
The Committee on Education and the Workforce discharged; 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 amend the Securities Exchange Act of 1934 to provide 
protections for retail customers, 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 ‘‘Retail Investor Protec-
tion Act’’. 
SEC. 2. STAY ON RULES DEFINING CERTAIN FIDUCIARIES. 
After the date of enactment of this Act, the Secretary 
of Labor shall not prescribe any regulation under the Em-
ployee Retirement Income Security Act of 1974 (29 
U.S.C. 1001 et seq.) defining the circumstances under 
which an individual is considered a fiduciary until the date 
that is 60 days after the Securities and Exchange Com-
mission issues a final rule relating to standards of conduct 
for brokers and dealers pursuant to the second subsection 
(k) of section 15 of the Securities Exchange Act of 1934 
(15 U.S.C. 78o(k)). 
SEC. 3. AMENDMENTS TO THE SECURITIES EXCHANGE ACT 
OF 1934. 
The second subsection (k) of section 15 of the Securi-
ties Exchange Act of 1934 (15 U.S.C. 78o(k)), as added 
by section 913(g)(1) of the Dodd-Frank Wall Street Re-
form and Consumer Protection Act (12 U.S.C. 5301 et 
seq.), is amended by adding at the end the following: 
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‘‘(3) REQUIREMENTS PRIOR TO RULEMAKING.— 
The Commission shall not promulgate a rule pursu-
ant to paragraph (1) before— 
‘‘(A) identifying if retail customers (and 
such other customers as the Commission may 
by
rule
provide)
are
being
systematically 
harmed or disadvantaged due to brokers or 
dealers operating under different standards of 
conduct than those standards that apply to in-
vestment advisors under section 211 of the In-
vestment Advisers Act of 1940 (15 U.S.C. 80b– 
11); 
‘‘(B) identifying whether the adoption of a 
uniform fiduciary standard of care for brokers 
or dealers and investment advisors would ad-
versely impact retail investor access to personal-
ized investment advice, recommendations about 
securities, or the availability of such advice and 
recommendations; 
‘‘(C) conducting an assessment by the 
chief economist of the Commission that assesses 
the qualitative and quantitative costs and bene-
fits of the rule; and 
‘‘(D) the Commission, based on the assess-
ment described in subparagraph (B)— 
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‘‘(i) determines that the benefits of 
the rule justify its costs; 
‘‘(ii) identifies and assesses available 
alternatives to the rule that were consid-
ered, including modification of an existing 
regulation, simplification of disclosures re-
garding standards of care that apply to 
brokers or dealers and those that apply to 
investment advisors, together with an ex-
planation of why the rule meets the regu-
latory objectives more effectively than the 
alternatives; and 
‘‘(iii) ensures that the rule is acces-
sible, consistent, written in plain language, 
and easy to understand, and that the rule 
shall measure and seek to improve the ac-
tual results of regulatory requirements. 
‘‘(4) REQUIREMENTS
FOR
PROMULGATING
A 
RULE.—The Commission shall publish in the Fed-
eral Register alongside the rule promulgated pursu-
ant to paragraph (1) formal findings that such rule 
would reduce the confusion of a retail customer (and 
such other customers as the Commission may by 
rule provide) about standards of conduct applicable 
to brokers, dealers, and investment advisors. 
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‘‘(5) REQUIREMENTS UNDER INVESTMENT AD-
VISERS
ACT
OF
1940.—In proposing rules under 
paragraph (1) for brokers or dealers, the Commis-
sion shall consider the differences in the registration, 
supervision, and examination requirements applica-
ble to brokers, dealers, and investment advisors.’’. 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Retail Investor Protec-
tion Act’’. 
SEC. 2. STAY ON RULES DEFINING CERTAIN FIDUCIARIES. 
After the date of enactment of this Act, the Secretary 
of Labor shall not prescribe any regulation under the Em-
ployee Retirement Income Security Act of 1974 (29 U.S.C. 
1001 et seq.) defining the circumstances under which an 
individual is considered a fiduciary until the date that is 
60 days after the Securities and Exchange Commission 
issues a final rule relating to standards of conduct for bro-
kers and dealers pursuant to the second subsection (k) of 
section 15 of the Securities Exchange Act of 1934 (15 U.S.C. 
78o(k)). 
SEC. 3. AMENDMENTS TO THE SECURITIES EXCHANGE ACT 
OF 1934. 
The second subsection (k) of section 15 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78o(k)), as added by sec-
tion 913(g)(1) of the Dodd-Frank Wall Street Reform and 
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Consumer Protection Act (12 U.S.C. 5301 et seq.), is 
amended by adding at the end the following: 
‘‘(3) REQUIREMENTS PRIOR TO RULEMAKING.— 
The Commission shall not promulgate a rule pursu-
ant to paragraph (1) before— 
‘‘(A) identifying if retail customers (and 
such other customers as the Commission may by 
rule provide) are being systematically harmed or 
disadvantaged due to brokers or dealers oper-
ating under different standards of conduct than 
those standards that apply to investment advi-
sors under section 211 of the Investment Advisers 
Act of 1940 (15 U.S.C. 80b-11); and 
‘‘(B) identifying whether the adoption of a 
uniform fiduciary standard of care for brokers or 
dealers and investment advisors would adversely 
impact retail investor access to personalized in-
vestment advice, recommendations about securi-
ties, or the availability of such advice and rec-
ommendations. 
‘‘(4) REQUIREMENTS
FOR
PROMULGATING
A 
RULE.—The Commission shall publish in the Federal 
Register alongside the rule promulgated pursuant to 
paragraph (1) formal findings that such rule would 
reduce the confusion of a retail customer (and such 
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other customers as the Commission may by rule pro-
vide) about standards of conduct applicable to bro-
kers, dealers, and investment advisors. 
‘‘(5) REQUIREMENTS UNDER INVESTMENT ADVIS-
ERS ACT OF 1940.—In proposing rules under para-
graph (1) for brokers or dealers, the Commission shall 
consider the differences in the registration, super-
vision, and examination requirements applicable to 
brokers, dealers, and investment advisors.’’. 
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