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 (“SEC” or “Commission”) is submitting to the Office of Management and Budget (“OMB”) this request for Extension of the proposed collection of information.

Section 35(d) of the Investment Company Act of 1940 (“Investment Company Act”) ^[1] prohibits a registered investment company from adopting as part of the name or title of such company, or of any securities of which it is the issuer, any word or words that the Commission finds are materially deceptive or misleading and authorizes the Commission, by rule, regulation, or order, to define such names or titles as are materially deceptive or misleading.^[2]

Rule 35d-1 under the Investment Company Act defines as “materially deceptive and misleading” for purposes of section 35(d), among other things, a name suggesting that a registered investment company or a business development company (“BDC”), including any series thereof (a “fund”) focuses its investments in a particular type of investment or investments, a particular industry or group of industries, particular countries or geographic regions, or investments that have, or whose issuers have, particular characteristics, unless, among other things, the fund adopts a policy to invest at least 80% of the value of its assets in the type of investment suggested by its name.^[3] The rule imposes a similar 80% investment policy requirement for funds that have names suggesting that a fund's distributions are exempt from federal income tax or from both federal and state income tax (“tax-exempt funds”).

Rule 35d-1 requires either that (1) the 80% investment policy be fundamental or, (2) generally in the case of funds other than tax-exempt funds, registered closed-end funds, and BDCs, that the fund has adopted a policy to provide its shareholders with at least 60 days prior notice of any change in the investment policy, or a change to the fund's name that accompanies the investment policy change (“notice to shareholders”).^[4] The rule further requires funds that adopt an 80% investment policy to maintain written records documenting their compliance with rule 35d-1, including records of any notice sent to the fund's shareholders pursuant to the rule.^[5] These records must be retained for no less than six years following the creation of each required record (or, in the case of notices, following the date the notice was sent), the first two years in an easily accessible place.

Rule 35d-1 is designed to address certain broad categories of fund names that, in the Commission's view, are likely to mislead an investor about a fund's investments and risks. The rule's provisions are intended to further that goal. For example, the rule's notice to shareholders provision is designed to ensure that when shareholders purchase shares in a fund based, at least in part, on its name, and with the expectation that it will follow the investment policy suggested by that name, they will have sufficient time to decide whether to redeem their shares in the event that the fund decides to pursue a different investment policy. The rule's recordkeeping requirements are designed to help ensure compliance with the rule's requirements and aid in oversight.

Rule 35d-1's collection of information requirements include, as detailed in Table 1 below, the notice requirement and recordkeeping requirements for funds that are required to adopt an 80% investment policy. Compliance with these requirements is mandatory. Responses to these requirements will not be kept confidential.

Table 1—Summary of Revised Annual Responses, Burden Hours, and Monetized Annual Time Burden

	Annual number of responses (funds)			Annual time burden (hours)			Monetized annual time burden (dollars)
	Currently approved	Revised estimate	Change	Currently approved	Revised estimate	Change	Currently approved	Revised estimate	Change
Rule 35d-1 Notice Requirement	34	1  37	3	680	20 hours per notice 2 × 37 funds = 740 hours	60	3  $289,000	$750 4 × 20 hours = $15,000 per fund. $15,000 × 37 funds = $555,000	$266,000
( printed page 50912)
Rule 35d-1 Recordkeeping Requirement	10,291	5  10,855	564	771,825	75 hours per fund 6 × 10,855 funds = 814,125 hours	42,300	7  313,360,950	$600 8 × 75 hours per fund = $45,000 per fund. $45,000 × 10,855 funds = $488,475,000	175,114,050
Total Time Burden (hours) and Monetized Annual Time Burden (dollars)				772,505	814,865 hours	42,360	313,649,950	$489,030,000	175,380,050
1  The Commission estimates, across approximately 14,282 open-end and closed-end funds registered with the Commission (12,710 open-end management investment companies (Form N-1A filers), 707 closed-end management investment companies (Form N-2 filers not classified as BDCs), 693 UITs (Form N-4, N-6, N-8B-2, and S-6 filers), and 172 BDCs (based on Form 10-K filings and related amendments), as of December 31, 2025) that approximately 76% of these funds, or approximately 10,855 funds, have names that would require an 80% investment policy. The Commission further estimates that 1% of these 10,855 funds, or approximately 109 funds, would within the next three years provide a notice to shareholders pursuant to rule 35d-1. Therefore, over the course of 3 years, the Commission estimates that on average approximately 37 funds per year would provide a notice to shareholders under rule 35d-1.
2  The Commission continues to estimate, as under the currently-approved burden, a burden of 20 hours per notice.
3  The currently-approved cost burden was estimated as follows: 20 hours per notice × $425 (blended rate for attorneys) × 34 funds = $289,000.
4  We estimate $750 as follows: $744 rate for an attorney, rounded up for simplicity = $750. To calculate the occupational hourly rate used in the Commission's current estimates, the Commission uses occupational mean hourly wage data from the Occupational Employment and Wage Statistics (OEWS) program of the Bureau of Labor Statistics (BLS) for “Securities, Commodity Contracts, and Other Financial Investments and Related Activities” (NAICS 523). See Occupational Employment and Wage Statistics, U.S. BUREAU OF LABOR STATISTICS, www.bls.gov/​oes/​; see also Standard Occupational Classification, U.S. BUREAU OF LABOR STATISTICS, www.bls.gov/​soc/​ (describing occupational classification system used by BLS); EXEC. OFF. OF THE PRESIDENT, OFF. OF MGMT. & BUDGET, NORTH AMERICAN INDUSTRY CLASSIFICATION SYSTEM (2022), available at www.census.gov/​naics/​reference_​files_​tools/​2022_​NAICS_​Manual.pdf (describing the industry classification system used by BLS and other agencies). The mean hourly wage for each occupation is adjusted for changes in the seasonally adjusted employment cost index for private wages and salaries between the data reference period and when the data are released by BLS. See Employment Cost Index, U.S. BUREAU OF LABOR STATISTICS, www.bls.gov/​eci/​. The adjusted mean hourly wage is then multiplied by a factor that accounts for nonwage costs borne by employers, such as bonuses, benefits, and overhead. This factor is calculated as an average over the 10 most recently available years of data of the ratio of the Bureau of Economic Analysis's annual gross output data for NAICS 523 to total annual wages across all occupations for NAICS 523 in the OEWS data. See Gross Output by Industry, U.S. BUREAU OF ECONOMIC ANALYSIS, www.bea.gov/​data/​industries/​gross-output-by-industry; Occupational Employment and Wage Statistics, U.S. BUREAU OF LABOR STATISTICS, www.bls.gov/​oes/​. The final product is the occupational hourly rate. See generally UPDATED METHODOLOGY FOR CALCULATING OCCUPATIONAL HOURLY RATES (Dec. 19, 2025), available at www.sec.gov/​files/​method-occupational-hourly-rates.pdf.
5  We estimate that 10,855 funds have names that would require an 80% investment policy. See supra footnote 1 to Table 1.
6  The Commission continues to estimate, as under the currently-approved burden, an average annual burden of 75 hours associated with recordkeeping under rule 35d-1. This burden would be higher for new funds that would have to establish recordkeeping procedures, and lower for funds whose records (or a significant subset of records) would be able to be automated.
7  The currently-approved cost burden was estimated as follows: 75 annual burden hours associated with recordkeeping × $406 (blended rate for compliance attorney and senior programmer) × 10,291 funds = $313,649,950.
8  We estimate $600 as follows: blended rate for an attorney ($744) and a computer programmer ($416) = $580, rounded up for simplicity = $600. See supra footnote 4 to Table 1 (discussing calculation of occupational hourly rates used in the Commission's current estimates).

Cost burden is the external cost of services purchased to comply with rule 35d-1, such as for the services of computer programmers, outside counsel, financial printers, and advertising agencies. The cost burden does not include the cost of the internal hour burden discussed in Table 1 above. We estimate a total annual external cost burden to all respondents of $5,446,000 ($18,500 (notice requirement) + $5,427,500 (recordkeeping requirement)), as detailed in Table 2 below.

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.

The public may view and comment on this information collection request at: www.reginfo.gov/​public/​do/​ ( printed page 50913) PRAViewICR?​ref_​nbr=​202605-3235-020 or 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 8, 2026.