SEC Extends Compliance Dates for Amendments to Names Rule

Who may be interested: Registered Investment Companies; Investment Advisers; Boards of Directors; Compliance Officers

Quick Take: The SEC recently announced a six-month extension of the compliance dates for amendments to Investment Company Act Rule 35d-1 (the “Names Rule”).

In September 2023, the SEC adopted amendments to the Names Rule which addresses the names of registered investment companies and business development companies that the SEC finds materially misleading or deceptive. These amendments were adopted to enhance the scope of the Names Rule’s applicability and impose additional compliance and reporting obligations on the targeted funds. The initial compliance dates for these amendments required fund groups with net assets of $1 billion or more to comply by December 11, 2025, and fund groups with net assets less than $1 billion to comply by June 11, 2026.

The new compliance date for larger fund groups is extended from December 11, 2025, to June 11, 2026, and the date for smaller fund groups is extended from June 11, 2026, to December 11, 2026.

The SEC based its decision to extend the initial compliance dates on the desire to balance the investor benefit of the Names Rule amendments with additional time for funds to properly implement the amendments, develop comprehensive compliance systems, and test the effectiveness of these new compliance systems. The new deadlines also are based on the timing of annual disclosure and reporting obligations that are tied to the funds’ fiscal year end.

The SEC release can be found here. A prior S&K blog post on the September 2023 amendments to the Names Rule can be found here.