[Congressional Bills 114th Congress]
[From the U.S. Government Publishing Office]
[H.R. 2356 Reported in House (RH)]
<DOC>
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
_______________________________________________________________________
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.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. SHORT TITLE.
This Act may be cited as the ``Fair Access to Investment 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 enactment of this Act, the Securities
and Exchange Commission 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 provide 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 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 implementing 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 continuous distribution,
condition the safe harbor on whether the broker's or dealer's
publication or distribution of a covered investment fund
research report 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 1934 for any period
exceeding twelve months; or
(B) impose a minimum float provision exceeding 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 investment fund;
(B) condition the ability of a member to
participate in a registered offering or other
distribution 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 investment fund
research report with such self-regulatory organization;
and
(4) provide that a covered investment fund research 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 organization to
examine or supervise a member's practices in connection with
such member's publication or distribution of a covered
investment fund research report for compliance with otherwise
applicable provisions 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 revisions to section 230.139 of title 17, Code of Federal
Regulations, 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 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-regulatory
organization, as if revised and implemented in accordance with
subsections (a) and (b).
(e) Definitions.--For purposes of this Act:
(1) Covered investment fund research report.--The term
``covered investment fund research report'' means a research
report published or distributed by a broker or dealer about a
covered investment 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 Securities Act of 1933 for the public
offering of a class of its securities, which
registration statement has been declared effective by
the Commission; and
(B) a trust or other person--
(i) that has a class of securities listed
for trading on a national securities exchange;
(ii) the assets of which consist primarily
of commodities, currencies, or derivative
instruments that reference commodities or
currencies, or interests in the foregoing; and
(iii) that allows its securities to be
purchased or redeemed, subject to conditions 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 communication.
(4) Self-regulatory organization.--The term ``self-
regulatory organization'' has the meaning given to that term
under section 3(a)(26) of the Securities Exchange Act of 1934.
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 investment fund research reports, and for
other purposes.
_______________________________________________________________________
January 28, 2016
Committed to the Committee of the Whole House on the State of the Union
and ordered to be printed