SEC Extends Compliance Period for the Amended Names Rule
On 14 March 2025, the Securities Exchange Commission (SEC) extended the compliance dates for the amendments to Rule 35d-1 (Amended Names Rule) under the Investment Company Act of 1940, as amended (1940 Act), by six months. However, as discussed below, some funds may have much longer to comply.
In response to requests submitted by the Investment Company Institute and Investment Adviser Association, highlighting challenges that funds and their service providers are experiencing associated with the timing of the initial compliance dates, the SEC extended the compliance dates as follows:
- From 11 December 2025 to 11 June 2026 for fund groups with net assets of US$1 billion or more and
- From 11 June 2026 to 11 December 2026 for fund groups with less than US$1 billion net assets (New Compliance Dates).
The SEC also aligned the compliance dates with the timing of certain annual disclosure and reporting obligations that are tied to the end of a fund’s fiscal year, for example the on-cycle annual update for an existing open-end fund (or other continuously offered fund) or annual report for a closed end fund or non continuously offered business development company (BDC). Compliance for these funds will be their first relevant filing following the New Compliance Dates.
As a result, depending on the type of fund, size of its fund group, its fiscal year end, and the date of its next on-cycle annual update or annual report (in the case of closed end funds or non continuously offered BDCs) following the New Compliance Dates, some funds may have significantly more than an additional six months to comply.
For example, an existing open-end fund or other continuously offered fund in a larger fund group with a fiscal year end of 31 January would be required to comply with the Amended Names Rule in May of 2027 (120 days following its fiscal year end) or such earlier date that it files its first annual update on or following 11 June 2026. An existing open-end fund or other continuously offered fund in a smaller fund group with a fiscal year end of 31 July would be required to comply with the Amended Names Rule in November of 2027 (120 days following its fiscal year end) or such earlier date that it files its first annual update on or following 11 December 2026. The table below illustrates the applicability of this extension based on the type of fund being considered.
| Type of Fund | Compliance Date |
| New fund | Effective date of initial registration statement on or following the New Compliance Dates. |
| Existing open-end fund or other continuously offered fund (larger fund groups) | At the time of the effective date of its first “on-cycle” annual prospectus update filed on or following 11 June 2026. |
| Existing open-end fund or other continuously offered fund (smaller fund groups) | At the time of the effective date of its first “on-cycle” annual prospectus update filed on or following 11 December 2026. |
| A fund solely registered under the 1940 Act that does not rely on Rule 8b-16(b) | As of the date the fund files its annual update required by Rule 8b-16(a) on or following the New Compliance Dates. |
| Existing closed end fund that relies on Rule 8b-16(b) | As of the time of the transmittal of its first annual report to shareholders on or following the New Compliance Dates. |
| Existing BDC (not continuously offered) | As of the time of the filing of its first annual report on Form 10-K on or following the New Compliance Dates. |
| Privately offered BDC | As of the effective date of the BDC’s filing on Form 10, or the filing of its election to be regulated as a BDC on Form N-54A, on or following the New Compliance Dates. |
The SEC reports their belief that the extension and ability to make disclosure changes “on-cycle” will balance the benefits to investors of the amended names rule framework with the timing needs of a fund to implement the Amended Names Rules properly.
This publication/newsletter is for informational purposes and does not contain or convey legal advice. The information herein should not be used or relied upon in regard to any particular facts or circumstances without first consulting a lawyer. Any views expressed herein are those of the author(s) and not necessarily those of the law firm's clients.
