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Thompson Hine LLP, a full-service business law firm with approximately 400 lawyers in 11 offices, was ranked number 1 in the category “Most innovative North American law firms: New working models” by The Financial Times and was 1 of 7 firms shortlisted for The American Lawyer’s inaugural Legal Services Innovation Award. The firm has been recognized by the National Law Journal as a Legal Technology Trailblazer and featured by Bloomberg for its innovative service delivery models, which drive accuracy and predictability. The firm’s commitment to innovation is embodied in Thompson Hine SmartPaTHTM – a smarter way to work – predictable, efficient and aligned with client goals. For more information, please visit ThompsonHine.com and ThompsonHine.com/SmartPaTH.

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<p><img style="max-width: 100%;height: auto" width="400" height="267" src="https://www.thregupdate.com/wp-content/uploads/sites/1016/2025/01/GettyImages-1964517021.jpg" class="attachment-lxb_af_3_of_4-wide size-lxb_af_3_of_4-wide wp-post-image" alt="" loading="lazy" /></p>
			<p>On March 14, 2025, the <a>Securities and Exchange Commission (SEC) </a>extended the compliance dates for the amendments to Rule 35d-1 (the Names Rule) under the Investment Company Act of 1940 (1940 Act). The Names Rule requires that a registered investment company invest at least 80% of the value of the fund&rsquo;s net assets, plus the amount of any borrowings for investment purposes, in the manner suggested by the fund&rsquo;s name (80% Policy). Under the amended rule:</p>
<ul class="wp-block-list">
<li>Any fund name that suggests that the fund focuses its investments in a particular area or has certain characteristics will be subject to the 80% policy.&nbsp; This includes fund names that use terms such as &ldquo;growth&rdquo; and &ldquo;value,&rdquo; or that include one or more ESG factors.</li>
<li>A fund must comply with its 80% policy at the time that it invests and &ldquo;under normal conditions.&rdquo;</li>
<li>When a fund departs from its 80% policy under &ldquo;other-than-normal circumstances,&rdquo; the fund has 90 days from the initial departure to come back into compliance.</li>
<li>If a fund is unable to get back into compliance with its 80% policy, the fund is required to inform its shareholders that it will change its name to one that better reflects its investments and strategy.</li>
<li>A fund that employs a derivatives strategy must use a derivative instrument&rsquo;s notional value to determine if 80% of its assets are invested in accordance with the focus its name suggests.&nbsp;</li>
<li>Funds are subject to new or expanded notice, recordkeeping, and reporting requirements.</li>
</ul>
<p>In response to requests from the Investment Company Institute (ICI) and the Investment Advisers Association (IAA) that emphasized the challenges that funds and their service providers are experiencing associated with the timing of the initial compliance dates, the SEC extended that compliance dates as follows.</p>
<figure style="max-width: 100%;height: auto;max-width: 100%;height: auto" class="wp-block-table">
<table class="has-fixed-layout">
<tbody>
<tr>
<td><strong>Funds with Net Assets of:</strong></td>
<td><strong>Original Compliance Date</strong></td>
<td><strong>New Compliance Date</strong></td>
</tr>
<tr>
<td>$1 billion or more</td>
<td>December 11, 2025</td>
<td>June 11, 2026</td>
</tr>
<tr>
<td>Less than $1 billion</td>
<td>June 11, 2026</td>
<td>December 11, 2026</td>
</tr>
</tbody>
</table>
</figure>
<p>The ICI and the IAA also highlighted to the SEC the additional costs funds would bear if required to come into compliance with the amended Names Rule at times other than when a fund would otherwise be filing a prospectus amendment (&ldquo;On-Cycle Amendment&rdquo;).&nbsp; In response to this concern, the SEC determined to modify the operation of the compliance dates to allow for compliance based on the timing of certain annual disclosure and reporting obligations that are tied to a fund&rsquo;s fiscal year-end.&nbsp; Compliance dates for different types of funds are shown in the table below.</p>
<figure style="max-width: 100%;height: auto;max-width: 100%;height: auto" class="wp-block-table">
<table class="has-fixed-layout">
<tbody>
<tr>
<td><strong>Type of Fund</strong></td>
<td><strong>Compliance Date</strong></td>
</tr>
<tr>
<td>New fund</td>
<td>On the effective date of the initial registration statement files on or following the new compliance dates.</td>
</tr>
<tr>
<td>Existing open-end fund (or other continuously offered fund) with net assets of $1 billion or more</td>
<td>On the effective date of its first On-Cycle Amendment filed on or following June 11, 2026.</td>
</tr>
<tr>
<td>Existing open-end fund (or other continuously offered fund) with net assets of less than $1 billion</td>
<td>On the effective date of its first On-Cycle Amendment filed on or following December 11, 2026.</td>
</tr>
<tr>
<td>A fund with net assets of $1 billion or more registered solely under the 1940 Act that does not rely on Rule 8b-16(b) of the 1940 Act.</td>
<td>The date the fund files its annual update required by rule 8b-16(a) on or following June 11, 2026.</td>
</tr>
<tr>
<td>A fund with net assets of less than $1 billion registered solely under the 1940 Act that does not rely on Rule 8b-16(b) of the 1940 Act</td>
<td>The date the fund files its annual update required by rule 8b-16(a) on or following December 11, 2026.</td>
</tr>
<tr>
<td>An existing registered closed-end fund that relies on rule 8b-16(b) with net assets of $1 billion or more</td>
<td>At the time of the transmittal of its first annual report to shareholders on or following June 11, 2026.</td>
</tr>
<tr>
<td>An existing registered closed-end fund that relies on rule 8b-16(b) with net assets of less than $1 billion</td>
<td>At the time of the transmittal of its first annual report to shareholders on or following December 11, 2026.</td>
</tr>
<tr>
<td>An existing BDC with net assets of $1 billion or more that is not engaged in a continuous offering</td>
<td>At the time of the filing of its first annual report on Form 10-K on or following June 11, 2026.</td>
</tr>
<tr>
<td>An existing BDC with net assets of less than $1 billion that is not engaged in a continuous offering</td>
<td>At the time of the filing of its first annual report on Form 10-K on or following December 11, 2026.</td>
</tr>
</tbody>
</table>
</figure>
<p>In recent remarks at an industry conference, Acting SEC Chair Mark Uyeda reported that the SEC staff is developing recommendations on withdrawing, reproposing or delaying the compliance dates of other proposed and adopted rules including the N-PORT reporting requirements, amendments to the Investment Advisers Act custody rule, and the data analytics proposal.</p></p>

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Investment Regulatory Updates

Investment Management

SEC Extends Compliance Date for the Investment Company Act Names Rule