On March 14, 2025, the SEC announced a six-month extension of the compliance dates for its previously adopted amendments to Rule 35d-1 under the Investment Company Act of 1940 (known as the Names Rule). The compliance date is extended from December 11, 2025 to June 11, 2026 for large fund groups (net assets of $1 billion or more as of the end of their most recent fiscal year), and from June 11, 2026 to December 11, 2026 for small fund groups (less than $1 billion in net assets as of the end of their most recent fiscal year).  In the adopting release providing the extension, the SEC noted that, through industry letters, it had “become aware of certain challenges that funds and their service providers are experiencing associated with the timing of the initial compliance dates.”

In addition, to help funds avoid the costs of “off-cycle” filings to comply with the Names Rule amendments, the SEC modified the operation of the compliance dates to allow funds to comply as of their first “on-cycle” registration statement amendment or annual shareholder report, depending on the type of fund (discussed below), following their applicable new compliance date.  For example, an open-end fund with a December 31 fiscal year end files an annual amendment to its registration statement effective no later than four months after its fiscal year end (i.e., effective by May 1), consistent with applicable requirements under the Securities Act of 1933 and the 1940 Act.  If such fund is in a large fund group (i.e., net assets of $1 billion or more), the new compliance date scheme would allow such fund to comply with the Names Rule amendments as of its first “on-cycle” annual registration statement amendment following the June 11, 2026 compliance date (i.e., its May 1, 2027 amendment).

Specifically, the SEC modified the operation of the compliance dates as follows:

• An existing open-end fund (or other continuously offered fund) must comply with the Names Rule amendments on the effective date of its first “on-cycle” annual registration statement amendment filed on or following the new compliance date.
• An existing closed-end fund that relies on Rule 8b-16(b) under the 1940 Act must comply at the time of the transmittal of its first annual report to shareholders on or following the new compliance date.
• An existing business development company that is not engaged in a continuous offering must comply at the time of the filing of its first annual report on Form 10-K on or following the new compliance date.
• A new fund must comply at the time of the effective date of the initial registration statement that the fund files on or following the new compliance date.

The SEC stated in the adopting release that the extension is designed to balance the benefits to investors of the Names Rule amendments with the needs of funds for additional time to properly implement the amendments and to reduce the costs of implementation.

The SEC’s adopting release for the compliance date extension is available here, and a related press release is available here.