Federal Register 30-Day Notice

38686

Federal Register / Vol. 90, No. 152 / Monday, August 11, 2025 / Notices

For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.19
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–15167 Filed 8–8–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
35708; File No. 812–15772]

Partners Group Private Equity (Master
Fund), LLC, et al.
August 7, 2025.

Securities and Exchange
Commission (‘‘Commission’’ or ‘‘SEC’’).
ACTION: Notice.

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AGENCY:

Notice of application for an order
under sections 17(d) and 57(i) of the
Investment Company Act of 1940 (the
‘‘Act’’) and rule 17d–1 under the Act to
permit certain joint transactions
otherwise prohibited by sections 17(d)
and 57(a)(4) of the Act and rule 17d–1
under the Act.
SUMMARY OF APPLICATION: Applicants
request an order to permit certain
business development companies
(‘‘BDCs’’) and closed-end management
investment companies to co-invest in
portfolio companies with each other and
with certain affiliated investment
entities.
APPLICANTS: Partners Group Private
Equity (Master Fund), LLC; Partners
Group Next Generation Infrastructure,
LLC; Partners Group Growth, LLC;
Partners Group Lending fund, LLC;
Lincoln Partners Group Royalty Fund;
Partners Group (USA) Inc., Partners
Group AG; Partners Group (UK) Ltd,
Partners Group (Luxembourg) S.A.,
Partners Group (Guernsey) Ltd, Partners
Group Cayman Management I Ltd,
Partners Group Cayman Management III
Ltd, Partners Group Cayman
Management IV Ltd, Partners Group
Management Ltd, Partners Group
Management (Scots) LLP, Partners
Group Management I S.a`.r.l., Partners
Group Management II Ltd, Partners
Group Management II S.a`.r.l., Partners
Group Management III S.a`.r.l., Partners
Group Management IV (EUR) S.a`.r.l.,
Partners Group Management V (GBP)
S.a`.r.l., Partners Group Management VI
(USD) S.a`.r.l., Partners Group
Management IX Ltd, Partners Group
Management V Ltd, Partners Group
Management VII Ltd, Partners Group
Management VIII Ltd, Partners Group
Management XI Ltd, Partners Group
19 17

CFR 200.30–3(a)(12).

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Management XII Ltd, Partners Group US
Management II LLC, Partners Group US
Management III LLC, Princess
Management Ltd, Partners Group
Management Direct Equity V S.a`.r.l.,
Partners Group Cayman Management
Direct Equity V Limited, and certain of
their affiliated entities as described in
Appendix A to the application.
FILING DATES: The application was filed
on May 1, 2025, and amended on July
28, 2025.
HEARING OR NOTIFICATION OF HEARING:
An order granting the requested relief
will be issued unless the Commission
orders a hearing. Interested persons may
request a hearing on any application by
emailing the SEC’s Secretary at
Secretarys-Office@sec.gov and serving
the Applicants with a copy of the
request by email, if an email address is
listed for the relevant Applicant below,
or personally or by mail, if a physical
address is listed for the relevant
Applicant below. Hearing requests
should be received by the Commission
by 5:30 p.m. on September 2, 2025, and
should be accompanied by proof of
service on the Applicants, in the form
of an affidavit or, for lawyers, a
certificate of service. Pursuant to rule 0–
5 under the Act, hearing requests should
state the nature of the writer’s interest,
any facts bearing upon the desirability
of a hearing on the matter, the reason for
the request, and the issues contested.
Persons who wish to be notified of a
hearing may request notification by
emailing the Commission’s Secretary at
Secretarys-Office@sec.gov.
ADDRESSES: The Commission:
Secretarys-Office@sec.gov. Applicants:
Joshua B. Deringer, Esq. and Joshua M.
Lindauer, Esq., Faegre Drinker Biddle &
Reath LLP, joshua.deringer@
faegredrinker.com and joshua.lindauer@
faegredrinker.com; Robert M. Collins,
Partners Group (USA) Inc.,
robert.collins@partnersgroup.com.
FOR FURTHER INFORMATION CONTACT:
Adam Large, Senior Special Counsel,
Deepak T. Pai, Senior Counsel, or
Daniele Marchesani, Assistant Chief
Counsel, at (202) 551–6825 (Division of
Investment Management, Chief
Counsel’s Office).
SUPPLEMENTARY INFORMATION: For
Applicants’ representations, legal
analysis, and conditions, please refer to
Applicants’ first amended application,
dated July 28, 2025, which may be
obtained via the Commission’s website
by searching for the file number at the
top of this document, or for an
Applicant using the Company name
search field, on the SEC’s EDGAR
system. The SEC’s EDGAR system may
be searched at https://www.sec.gov/

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edgar/searchedgar/
companysearch.html. You may also call
the SEC’s Office of Investor Education
and Advocacy at (202) 551–8090.
For the Commission, by the Division of
Investment Management, under delegated
authority.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–15200 Filed 8–8–25; 8:45 am]
BILLING CODE 8011–01–P

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
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
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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khammond on DSK9W7S144PROD with NOTICES

Federal Register / Vol. 90, No. 152 / Monday, August 11, 2025 / Notices
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) 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
2 See Adopting Release, supra note 1, n. 413 and
accompanying paragraph.

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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 brokerdealers.5 We do not think there is an
external cost burden associated with
this collection of information.
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: https://www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202505-3235-010
or send an email comment to
MBX.OMB.OIRA.SEC_desk_officer@
omb.eop.gov within 30 days of the day
after publication of this notice by
September 11, 2025.
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 × 3
internal burden hours = 14.7 annual internal
burden hours per broker-dealer.
5 14.7 annual burden hours * 1,030 brokerdealers.

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38687

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

SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0747]

Agency Information Collection
Activities; Submission for OMB
Review; Comment Request; Extension:
Rule 607
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, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission (the
‘‘Commission’’) has submitted to the
Office of Management and Budget a
request for extension of the previously
approved collection of information
discussed below.
Regulation E (17 CFR 230.601–
230.610a) exempts from registration
under the Securities Act of 1933 (15
U.S.C. 77a et seq.) (‘‘Securities Act’’)
securities issued by a small business
investment company (‘‘SBIC’’) which is
registered under the Investment
Company Act of 1940 (15 U.S.C. 80a–1
et seq.) (‘‘Investment Company Act’’) or
a closed-end investment company that
has elected to be regulated as a business
development company (‘‘BDC’’) under
the Investment Company Act, so long as
the aggregate offering price of all
securities of the issuer that may be sold
within a 12-month period does not
exceed $5,000,000 and certain other
conditions are met. Rule 607 under
Regulation E (17 CFR 230.607) entitled,
‘‘Sales material to be filed,’’ requires
sales material used in connection with
securities offerings under Regulation E
to be filed with the Commission at least
five days (excluding weekends and
holidays) prior to its use.1 Commission
staff reviews sales material filed under
rule 607 for materially misleading
statements and omissions. The
requirements of rule 607 are designed to
protect investors from the use of false or
1 Sales material includes advertisements, articles
or other communications to be published in
newspapers, magazines, or other periodicals; radio
and television scripts; and letters, circulars or other
written communications proposed to be sent given
or otherwise communicated to more than ten
persons.

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