SEC Extends Compliance Period for the Amended Names Rule | K&L Gates LLP
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.
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.
