SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Fair Access to Invest-
ment Research Act of 2016’’. 
SEC. 2. SAFE HARBOR FOR INVESTMENT FUND RESEARCH. 
(a) EXPANSION OF THE 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 180-day period beginning on such date, the Commis-
sion shall adopt, upon such terms, conditions, or require-
ments as the Commission may determine necessary or ap-
propriate in the public interest, for the protection of inves-
tors, and for the promotion of capital formation, revisions 
to section 230.139 of title 17, Code of Federal Regula-
tions, to provide that a covered investment fund research 
report that is published or distributed by a broker or deal-
er— 
(1) shall be deemed, for purposes of sections 
2(a)(10) and 5(c) of the Securities Act of 1933 (15 
U.S.C. 77b(a)(10), 77e(c)), 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 is effective, even if the broker or 
dealer is participating or will participate in the reg-
istered offering of the covered investment fund’s se-
curities; 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 
(15 U.S.C. 80a–1 et seq.) or subject to the re-
porting requirements of section 13 or 15(d) of 
the Securities Exchange Act of 1934 (15 
U.S.C. 78m, 78o(d)) for any period exceeding
the period of time referenced under paragraph 
(a)(1)(i)(A)(1) of section 230.139 of title 17, 
Code of Federal Regulations; or 
(B) impose a minimum float provision ex-
ceeding 
that 
referenced 
in 
paragraph 
(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) prohibit the ability of a member to 
publish or distribute a covered investment fund 
research report solely because the member is 
also participating in a registered offering or 
other distribution of any securities of such cov-
ered investment fund; or 
(B) prohibit the ability of a member to 
participate in a registered offering or other dis-
tribution of securities of a covered investment 
fund solely because the member has published 
or distributed a covered investment fund re-
search report about such covered investment 
fund or its securities; and 
(4) provide that a covered investment fund re-
search report shall not be subject to section 24(b) of 
the Investment Company Act of 1940 (15 U.S.C.
80a–24(b)) or the rules and regulations thereunder, 
except that such report may still be subject to such 
section and the rules and regulations thereunder to 
the extent that it is otherwise not subject to the con-
tent standards in the rules of any self-regulatory or-
ganization related to research reports, including 
those contained in the rules governing communica-
tions with the public regarding investment compa-
nies or substantially similar standards. 
(c) RULES OF CONSTRUCTION.—Nothing in this Act 
shall be construed as in any way limiting— 
(1) the applicability of the antifraud or 
antimanipulation provisions of the Federal securities 
laws and rules adopted thereunder to a covered in-
vestment fund research report, including section 17 
of the Securities Act of 1933 (15 U.S.C. 77q), sec-
tion 34(b) of the Investment Company Act of 1940 
(15 U.S.C. 80a–33), and sections 9 and 10 of the 
Securities Exchange Act of 1934 (15 U.S.C. 78i, 
78j); 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 applicable provisions of the
Federal securities laws or self-regulatory organiza-
tion rules related to research reports, including those 
contained in rules governing communications with 
the public. 
(d) INTERIM EFFECTIVENESS OF SAFE HARBOR.— 
(1) IN GENERAL.—From and after the 180-day 
period beginning on the date of enactment of this 
Act, if the Commission has not adopted revisions to 
section 230.139 of title 17, Code of Federal Regula-
tions, as required by subsection (a), and until such 
time as the Commission has done so, a broker or 
dealer distributing or publishing a covered invest-
ment fund research report after such date shall be 
able to rely on the provisions of section 230.139 of 
title 17, Code of Federal Regulations, and the 
broker or dealer’s publication of such report shall be 
deemed to satisfy the conditions of subsection (a)(1) 
or (a)(2) of section 230.139 of title 17, Code of Fed-
eral Regulations, if the covered investment fund that 
is the subject of such report satisfies the reporting 
history requirements (without regard to Form S–3 
or Form F–3 eligibility) and minimum float provi-
sions of such subsections for purposes of the Com-
mission’s rules and regulations under the Federal 
securities laws and the rules of any self-regulatory
organization, as if revised and implemented in ac-
cordance with subsections (a) and (b). 
(2) STATUS OF COVERED INVESTMENT FUND.— 
After such period and until the Commission has 
adopted revisions to section 230.139 and FINRA 
has revised rule 2210, for purposes of subsection 
(c)(7)(O) of such rule, a covered investment fund 
shall be deemed to be a security that is listed on a 
national securities exchange and that is not subject 
to section 24(b) of the Investment Company Act of 
1940 (15 U.S.C. 80a–24(b)). Communications con-
cerning only covered investment funds that fall with-
in the scope of such section shall not be required to 
be filed with FINRA. 
(e) DEFINITIONS.—For purposes of this Act: 
(1) 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 securities issued by the cov-
ered investment fund, but not including a research 
report to the extent that it is published or distrib-
uted by the covered investment fund or any affiliate 
of the covered investment fund. 
(2) 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— 
(i) issuing securities in an offering 
registered under the Securities Act of 1933 
and which class of securities is listed for 
trading on a national securities exchange; 
(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 provides in its registration 
statement under the Securities Act of 1933 
that a class of its securities are purchased 
or redeemed, subject to conditions or limi-
tations, for a ratable share of its assets.
(3) The term ‘‘FINRA’’ means the Financial 
Industry Regulatory Authority. 
(4) The term ‘‘research report’’ has the mean-
ing given that term under section 2(a)(3) of the Se-
curities Act of 1933 (15 U.S.C. 77b(a)(3)), except 
that such term shall not include an oral communica-
tion. 
(5) The term ‘‘self-regulatory organization’’ has 
the meaning given to that term under section 
3(a)(26) of the Securities Exchange Act of 1934 (15 
U.S.C. 78c(a)(26)). 
Passed the House of Representatives April 28, 2016. 
Attest: 
Clerk.
114TH CONGRESS 
2D SESSION 
H. R. 5019 
AN ACT 
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.