Notice2025-15182
Agency Information Collection Activities; Submission for OMB Review; Comment Request; Extension: Rule 139b
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
August 11, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 152 (Monday, August 11, 2025)</title>
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[Federal Register Volume 90, Number 152 (Monday, August 11, 2025)]
[Notices]
[Pages 38686-38687]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-15182]
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SECURITIES AND EXCHANGE COMMISSION
[OMB Control No. 3235-0769]
Agency Information Collection Activities; Submission for OMB
Review; Comment Request; Extension: Rule 139b
Upon Written Request, Copies Available From: Securities and Exchange
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC
20549-2736
Notice is hereby given that the Securities and Exchange Commission
(the ``Commission''), in accordance with the Paperwork Reduction Act of
1995 (Pub. L. 104-13, 44 U.S.C. 3501 et seq.) (``PRA''), has submitted
to the Office of Management and Budget a request for extension of the
previously approved collection of information, ``Rule 139b Disclosure
of Standardized Performance,'' in connection with the Rule 139b (17 CFR
230.139b) under the Securities Act of 1933 (15 U.S.C. 77a et seq.)
(``Securities Act'') that was adopted by the Commission on November 30,
2018, as discussed below.\1\
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\1\ See Release No. 33-10580 (Nov. 30, 2018) [83 FR 64180 (Dec.
13, 2018)] (``Adopting Release''). Rule 139b became effective on
January 14, 2019.
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As directed by the Fair Access to Investment Research Act of 2017
(Pub. L. 115-66, 131 Stat. 1196 (2017) (the ``FAIR Act''), the
Commission adopted rule 139b under the Securities Act to extend the
safe harbor under rule 139 to a ``covered investment fund research
report.'' Specifically, rule 139b provides a safe harbor to a broker-
dealer who publishes or distributes, in the regular course of its
business, research reports concerning one or more ``covered investment
fund(s)'' while participating in the distribution of a covered
investment fund's securities.
In the Adopting Release, the Commission adopted the provision that
rule 139b include a standardized performance requirement. The
Commission believes that standardized performance presentation is an
[[Page 38687]]
appropriate requirement because investors tend to consider fund
performance a significant factor in evaluating or comparing investment
companies, and the requirement addresses potential investor confusion
if a communication were not easily recognizable as research as opposed
to an advertising prospectus or supplemental sales literature. Rule
139b requires that research reports about open-end funds that include
performance information must present it in accordance with paragraphs
(d), (e), and (g) of rule 482. Rule 139b also requires that research
reports about closed-end funds that include performance information
must present it in accordance with instructions to item 4.1(g) of Form
N-2. Performance measures calculated by broker-dealers are not required
to be kept confidential and there is no mandatory retention period. The
Commission anticipates that compliance with these performance measures
for each fund discussed in a research report, and for which the
performance measures apply, would increase compliance costs for broker-
dealers seeking to publish or distribute a covered investment fund
research report.
It is difficult to provide estimates of the burdens and costs for
those broker-dealers that will include performance information in a
rule 139b research report. As discussed in the Adopting Release, this
is difficult to estimate because current data collected does not
reflect the affiliate exclusion, does not include the entire universe
of covered investment funds, and it is uncertain what percentage of
communications currently filed as rule 482 advertising prospectuses (or
rule 34b-1 supplemental sales materials) will instead be published in
reliance of rule 139b, as covered investment fund research reports.\2\
For purposes of the PRA, we estimate that 10% of the rule 482 and rule
34b-1 communications currently filed by broker-dealers with FINRA
(approximately 50,909) could be considered as rule 139b covered
investment fund research reports. We estimate that broker-dealers will
publish annually 5,091 (10% of 50,909) covered investment fund research
reports. Moreover, we assume for purposes of the PRA that all estimated
rule 139b research reports will include fund performance information.
We further estimate that 1,030 broker-dealers would likely be
respondents to the collection of information with a frequency of 4.9
responses per year.\3\ Additionally, we estimate that each research
report will require 3 hours of ongoing internal burden hours by a
broker-dealers' personnel to comply with the rule 139b collection of
information requirements, which for each broker-dealer is estimated to
be 14.7 internal burden hours.\4\ In sum, we estimate that rule 139b's
requirements will impose a total annual internal hour burden of 15,141
hours on broker-dealers.\5\ We do not think there is an external cost
burden associated with this collection of information.
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\2\ See Adopting Release, supra note 1, n. 413 and accompanying
paragraph.
\3\ Based on information provided by FINRA, for the period
January 1, 2024 through December 31, 2024, there were an aggregate
of 50,9091 filings that were coded as either Rule 482 or Rule 34b-1
filings (40,984 Rule 484 filings and 9,925 Rule 34b-1 filings);
furthermore, the Commission estimates that for the period January 1,
2024 through December 31, 2024, there were 5,091 covered investment
fund research reports/1,030 broker-dealers = 4.9 annual responses
per broker-dealer.
\4\ 4.9 annual responses per broker-dealer x 3 internal burden
hours = 14.7 annual internal burden hours per broker-dealer.
\5\ 14.7 annual burden hours * 1,030 broker-dealers.
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This collection of information requirement would not be mandatory
for broker-dealers seeking to rely upon rule 139b, but would be
necessary for those broker-dealers that would like to provide
performance information in their covered investment fund research
reports. Responses to the information collections will not be kept
confidential.
An agency may not conduct or sponsor, and a person is not required
to respond to, a collection of information unless it displays a
currently valid OMB Control Number.
Written comments are invited on: (a) whether this collection of
information is necessary for the proper performance of the functions of
the agency, including whether the information will have practical
utility; (b) the accuracy of the agency's estimate of the burden
imposed by the collection of information; (c) ways to enhance the
quality, utility, and clarity of the information collected; and (d)
ways to minimize the burden of the collection of information on
respondents, including through the use of automated collection
techniques or other forms of information technology.
The public may view and comment on this information collection
request at: <a href="https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=202505-3235-010">https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=202505-3235-010</a> or send an email comment to
<a href="/cdn-cgi/l/email-protection#723f302a5c3d3f305c3d3b20335c2137312d161701192d1d14141b111700321d1f105c171d025c151d04"><span class="__cf_email__" data-cfemail="0548475d2b4a48472b4a4c57442b5640465a6160766e5a6a63636c666077456a68672b606a752b626a73">[email protected]</span></a> within 30 days of the day
after publication of this notice by September 11, 2025.
Dated: August 6, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-15182 Filed 8-8-25; 8:45 am]
BILLING CODE 8011-01-P
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