Federal Register 60-Day Notice

23722

Federal Register / Vol. 90, No. 106 / Wednesday, June 4, 2025 / Notices

At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission shall institute proceedings
to determine whether the proposed rule
should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include file number SR–
BOX–2025–15 on the subject line.

ddrumheller on DSK120RN23PROD with NOTICES1

Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to file
number SR–BOX–2025–15. This file
number should be included on the
subject line if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
internet website (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE,
Washington, DC 20549, on official
business days between the hours of 10
a.m. and 3 p.m. Copies of the filing also
will be available for inspection and
prior to the date of filing of the proposed rule
change, or such shorter time as designated by the
Commission. The Commission has satisfied this
requirement.

VerDate Sep<11>2014

17:52 Jun 03, 2025

Jkt 265001

copying at the principal office of the
Exchange. Do not include personal
identifiable information in submissions;
you should submit only information
that you wish to make available
publicly. We may redact in part or
withhold entirely from publication
submitted material that is obscene or
subject to copyright protection. All
submissions should refer to file number
SR–BOX–2025–15 and should be
submitted on or before June 25, 2025.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.26
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2025–10116 Filed 6–3–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0769]

Proposed Collection; 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’’), is soliciting comments on the
collection of information associated
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, 2018.1 The Commission
plans to submit this existing collection
of information to the Office of
Management and Budget (‘‘OMB’’) for
extension and approval.
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.
26 17

CFR 200.30–3(a)(12).
Release No. 33–10580 (Nov. 30, 2018) [83
FR 64180 (Dec. 13, 2018)] (‘‘Adopting Release’’).
Rule 139b became effective on January 14, 2019.

In the Adopting Release, the
Commission adopted the provision that
rule 139b include a standardized
performance disclosure requirement.
The Commission believes that
standardized performance presentation
is an 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 brokerdealers seeking to publish or distribute
a covered investment fund research
report.
It is difficult to provide estimates of
the burdens and costs for those brokerdealers 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 in 2024)
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

1 See

PO 00000

Frm 00057

Fmt 4703

Sfmt 4703

2 See Adopting Release, supra note 1, n. 413 and
accompanying paragraph.

E:\FR\FM\04JNN1.SGM

04JNN1

Federal Register / Vol. 90, No. 106 / Wednesday, June 4, 2025 / Notices

ddrumheller on DSK120RN23PROD with NOTICES1

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 Accordingly, we estimate that
the standardized performance
presentation requirements will result in
an average 14.7 annual hour burden per
broker-dealer.
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.
This information collection is subject
to the PRA and responses to this
collection of information requirement
would not be mandatory for brokerdealers seeking to rely upon rule 139b,
but would be necessary for those brokerdealers 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 proposed collection of
information is necessary for the proper
performance of the functions of the SEC,
including whether the information will
have practical utility; (b) the accuracy of
the SEC’s estimate of the burden
imposed by the proposed collection of
information, including the validity of
the methodology and the assumptions
used; (c) ways to enhance the quality,
utility, and clarity of the information to
be collected; and (d) ways to minimize
the burden of the collection of
3 From information provided by FINRA, for the
period January 1, 2024 through December 31, 2024,
there were an aggregate of 50,909 filings that were
coded either as Rule 482 or Rule 34b1 filings
(40,984 Rule 484 filings and 9,925 Rule 34b–1
filing); 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 × 3
internal burden hours = 14.7 annual internal
burden hours per broker-dealer.
5 14.7 annual internal burden hours * 1,030
broker-dealers.

VerDate Sep<11>2014

17:52 Jun 03, 2025

Jkt 265001

information on respondents, including
through the use of automated, electronic
collection techniques or other forms of
information technology.
Please direct your written comment to
Austin Gerig, Director/Chief Data
Officer, Securities and Exchange
Commission, c/o Tanya Ruttenberg, 100
F Street NE, Washington, DC 20549 and
send it by email to
PaperworkReductionAct@sec.gov by
August 4, 2025.
Dated: May 29, 2025.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2025–10096 Filed 6–3–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–103145; File No. SR–
NYSENAT–2025–12]

Self-Regulatory Organizations; NYSE
National, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Adopt NYSE Rule
4530
May 29, 2025.

Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that on May 16,
2025, NYSE National, Inc. (‘‘NYSE
National’’ or the ‘‘Exchange’’) filed with
the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I, II, and III below, which Items
have been prepared by the selfregulatory organization. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to adopt New
York Stock Exchange (‘‘NYSE’’) Rule
4530 (Reporting Requirements) without
substantive change, and make certain
conforming changes. The proposed rule
change is available on the Exchange’s
website at www.nyse.com, at the
principal office of the Exchange, and at
the Commission’s Public Reference
Room.
1 15

U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15

PO 00000

Frm 00058

Fmt 4703

23723

II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of,
and basis for, the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of those statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in sections A, B, and C below,
of the most significant parts of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to adopt the
text of NYSE Rule 4530 (Reporting
Requirements) without substantive
change, and make certain conforming
changes. NYSE Rule 4530 was in turn
based on Financial Industry Regulatory
Authority, Inc. (‘‘FINRA’’) Rule 4530.
Background and Proposed Rule Change
NYSE Rule 4530 requires member
organizations to promptly report to the
NYSE specified events, such as statutory
disqualifications and quarterly
statistical and summary information
regarding written customer complaints,
and to file with the Exchange copies of
certain criminal actions, civil
complaints and arbitration claims. The
NYSE uses this information for
regulatory purposes to identify and
initiate investigations of firms, offices
and associated persons that may pose
potential regulatory or other risks.
The NYSE adopted the text of FINRA
Rule 4530 in 2011 to replace
comparable provisions in its legacy
reporting Rule 351.4 In 2024, the NYSE
incorporated certain amendments
previously made by FINRA into NYSE
Rule 4530.5 The NYSE version of FINRA
4 See Securities Exchange Act Release No. 100168
(May 17, 2024), 89 FR 45712 (May 23, 2024) (SR–
NYSE–2024–28). FINRA Rule 4530, adopted in
2010, was modeled after NYSE Rule 351(a)–(d) and
NASD Rule 3070. See Securities Exchange Act
Release No. 63260 (November 5, 2010), 75 FR 69508
(November 12, 2010) (SR–FINRA–2010–034). See
also Securities Exchange Act Release No. 64560
(May 27, 2011), 76 FR 32246 (June 3, 2011) (SR–
FINRA–2011–024).
5 See Securities Exchange Act Release No. 64785
(June 30, 2011), 76 FR 39946 (July 7, 2011) (SR–
NYSE–2011–27). See generally Securities Exchange
Act Release No. 68701 (January 18, 2013), 78 FR
5532 (January 25, 2013) (SR–FINRA–2013–006)
(Notice of Filing and Immediate Effectiveness of a
Proposed Rule Change Relating to FINRA Rule 4530

Continued

Sfmt 4703

E:\FR\FM\04JNN1.SGM

04JNN1