Rule2025-23248
Technical Amendments to Commission Rules and Forms
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
December 18, 2025
Effective
December 18, 2025
Issuing agencies
Securities and Exchange Commission
Abstract
The Securities and Exchange Commission ("Commission") is adopting amendments to correct certain errors and address outdated references in various rules under the Securities Act of 1933 and the Investment Company Act of 1940, as well as in Form N-CEN.
Full Text
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<title>Federal Register, Volume 90 Issue 241 (Thursday, December 18, 2025)</title>
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[Federal Register Volume 90, Number 241 (Thursday, December 18, 2025)]
[Rules and Regulations]
[Pages 59043-59046]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-23248]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 230, 270, and 274
[Release Nos. 33-11398; IC-35821]
Technical Amendments to Commission Rules and Forms
AGENCY: Securities and Exchange Commission.
ACTION: Final rule; technical amendments.
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SUMMARY: The Securities and Exchange Commission (``Commission'') is
adopting amendments to correct certain errors and address outdated
references in various rules under the Securities Act of 1933 and the
Investment Company Act of 1940, as well as in Form N-CEN.
DATES: This rule is effective December 18, 2025.
FOR FURTHER INFORMATION CONTACT: Amanda Hollander Wagner, Senior
Special Counsel, or Brian McLaughlin Johnson, Assistant Director,
Investment Company Regulation Office, at (202) 551-6792, Division of
Investment Management, Securities and Exchange Commission, 100 F Street
NE, Washington, DC 20549-8549.
SUPPLEMENTARY INFORMATION: The Commission is amending the following
rules:
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\1\ 15 U.S.C. 77a et seq.
\2\ 15 U.S.C. 80a-1 et seq. Unless otherwise noted, all
references to statutory sections are to the Investment Company Act,
and all references to rules under the Investment Company Act are to
title 17, part 270 of the Code of Federal Regulations [17 CFR part
270].
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Commission reference CFR citation
(17 CFR)
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Securities Act of 1933 (``Securities Rule 498........................... Sec. 230.498
Act'') \1\.
Investment Company Act of 1940 (``Act'' Rule 0-11.......................... Sec. 270.0-11
or ``Investment Company Act'') \2\.
Investment Company Act................. Rule 30e-2......................... Sec. 270.30e-2
Investment Company Act................. Rule 35d-1......................... Sec. 270.35d-1
Investment Company Act................. Form N-CEN......................... Sec. 274.101
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Table of Contents
I. Discussion
A. Rule 498
B. Rule 0-11
C. Rule 30e-2
D. Rule 35d-1
E. Form N-CEN
Statutory Authority
I. Discussion
We are adopting amendments to correct errors and to address
outdated references in certain Commission rules and Form N-CEN.
Specifically, we are adopting amendments to rule 498 under the
Securities Act to update the definition of ``exchange-traded fund'' to
provide additional specificity in light of subsequent Commission
action, and to remove outdated requirements that have been rendered
moot by subsequent Commission action. We are also adopting amendments
to correct erroneous or outdated cross-references in rules 0-10, 30e-2,
and 35d-1 under the Investment Company Act, as well as in Form N-CEN.
A. Rule 498
We are adopting amendments to address outdated references in rule
498. Open-end management investment companies (``open-end funds'') may
choose to rely on rule 498 to use a summary prospectus to satisfy their
prospectus delivery obligations under certain conditions.\3\ The open-
end funds that may rely on rule 498 include exchange-traded funds
(``ETFs''), as defined in the rule. Paragraph (a)(2) of rule 498
defines ``exchange-traded
[[Page 59044]]
fund'' to mean ``a Fund or a Class, the shares of which are traded on a
national securities exchange, and that has formed and operates pursuant
to an exemptive order granted by the Commission or in reliance on an
exemptive rule adopted by the Commission.'' In September 2019, the
Commission adopted new rule 6c-11 under the Investment Company Act to
allow ETFs that satisfy certain conditions to operate without obtaining
an exemptive order from the Commission.\4\ We are adopting an amendment
to the language in paragraph (a)(2) of rule 498 that replaces the
reference to ``an exemptive rule adopted by the Commission'' with a
direct reference to rule 6c-11. This amendment will result in
specificity to the particular exemptive rule for ETFs that the
Commission has adopted, compared to a more-general reference.
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\3\ See section 5(b)(2) of the Securities Act [15 U.S.C.
77e(b)(2)]; rule 498.
\4\ See Exchange-Traded Funds, Investment Company Act Release
No. 33646 (Sept. 25, 2019) [84 FR 57162 (Oct. 24, 2019)].
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We are also adopting amendments to remove outdated requirements in
rule 498, which have been rendered moot by subsequent Commission
action. Rule 498 includes requirements for a legend that must appear on
the cover page or at the beginning of a summary prospectus.\5\ Among
other things, these legend requirements specify that, if a fund relies
on rule 30e-3 under the Act to transmit a report to shareholders, the
legend must also include the website address where the report is
available. In 2022, the Commission adopted amendments to rule 30e-3
that exclude open-end funds from the scope of the rule.\6\ These
amendments were effective on July 24, 2024 (18 months following the
amendments' effective date of January 24, 2023).\7\ Rule 498 applies
only to open-end funds. As a result, no funds that use summary
prospectuses under rule 498 are currently relying on rule 30e-3 to
transmit shareholder reports, and therefore the language in the rule
498 legend requirements that references rule 30e-3 is moot. We are
therefore removing this language from the legend requirements of rule
498.\8\
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\5\ See rule 498(b)(1)(v)(A).
\6\ See Tailored Shareholder Reports for Mutual Funds and
Exchange-Traded Funds; Fee Information in Investment Company
Advertisements, Investment Company Act Release No. 34731 (Oct. 26,
2022) [87 FR 72758 (Nov. 25, 2022)] (``2022 Tailored Shareholder
Reports Adopting Release'').
\7\ See id. at section II.J.
\8\ Specifically, we are removing the following language from
rule 498(b)(1)(v)(A): If a Fund relies on Sec. 270.30e-3 of this
chapter to transmit a report, the legend must also include the
website address required by Sec. 270.30e-3(c)(1)(iii) of this
chapter if different from the website address required by this
paragraph (b)(1)(v)(A).
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Language about notices to shareholders provided by funds that are
relying on rule 30e-3 also appears in rule 498's ``greater prominence''
requirements.\9\ Specifically, for funds that use summary prospectuses,
the fund's summary prospectus must be given greater prominence than any
materials that accompany the summary prospectus, with certain
exceptions (including the notice to shareholders provided under rule
30e-3). The language in the ``greater prominence'' requirements that
references rule 30e-3 is moot, and therefore we are removing this
language from the ``greater prominence'' requirements of rule 498.\10\
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\9\ See rule 498(f)(2).
\10\ Specifically, we are removing the current reference to ``a
Notice under Sec. 270.30e-3 of this chapter'' from rule 498(f)(2).
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B. Rule 0-11
We are adopting amendments to correct an outdated cross-reference
in rule 0-11 under the Investment Company Act. Rule 0-11, ``Customer
identification programs,'' references the requirements of 31 U.S.C.
5318(l) and the implementing regulation thereunder. Rule 0-11 currently
refers, in multiple locations, to the implementing regulation as ``31
CFR 103.131'' and ``31 CFR part 103.'' These citations to the
implementing regulation are outdated. In 2010, the Financial Crimes
Enforcement Network (``FinCEN'') issued a final rule to move the Bank
Secrecy Act regulations to a new chapter in the Code of Federal
Regulations.\11\ At the time, the Commission did not make conforming
edits to rule 0-11 to reflect updated references. The amendments we are
adopting make these conforming edits.
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\11\ See Transfer and Reorganization of Bank Secrecy Act
Regulations, Financial Crimes Enforcement Network, Department of the
Treasury [75 FR 65806 (Oct. 26, 2010)].
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C. Rule 30e-2
We are adopting amendments to correct an erroneous cross-reference
in rule 30e-2 under the Investment Company Act. Rule 30e-2 requires
registered unit investment trusts that invest substantially all of
their assets in shares of a management investment company to send their
unitholders annual and semiannual reports containing financial
information on the underlying company. Paragraph (a) of this rule
refers to this requirement by referencing rule 30e-1 under the
Investment Company Act, which provides requirements for reports to
stockholders of management companies. However, one of the references in
this paragraph also erroneously refers to rule 30d-1 under the Act,
which provides requirements for filing copies of reports to
shareholders with the Commission (as opposed to rule 30e-1, which
addresses the information to be included in such reports and other
requirements necessary to satisfy obligations under section 30(e) of
the Act).\12\ We are changing this erroneous reference instead to refer
to rule 30e-1.
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\12\ See rule 30e-2(a) (referring to Sec. 270.30d-1 as well as
Sec. 270.30e-1).
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D. Rule 35d-1
We are adopting amendments to correct an erroneous cross-reference
in rule 35d-1 under the Investment Company Act. Rule 35d-1 addresses
the names of registered investment companies and business development
companies that the Commission defines as materially misleading or
deceptive. In 2023, the Commission adopted amendments to rule 35d-1
that, among other things, modernize the requirements for certain
notices to shareholders that must be sent under the rule.\13\ These
requirements are set forth in paragraph (d) of rule 35d-1, as amended.
Instead of referring to paragraph (d), an earlier paragraph of rule
35d-1, which references the notice requirements under the rule,
erroneously refers to paragraph (e).\14\ We are changing this erroneous
reference instead to refer to paragraph (d).
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\13\ See Investment Company Names, Investment Company Act
Release No. 35000 (Sept. 20, 2023) [88 FR 70436 (Oct. 27, 2023)].
\14\ See rule 35d-1(a)(2)(ii) (referring to the paragraph that
includes requirements for the required notice as ``paragraph (e)'').
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E. Form N-CEN
We are adopting amendments to correct an outdated citation in Form
N-CEN. Item C.12.a of Form N-CEN requires Form N-CEN filers to provide
certain information about each person that provided custodial services
during the reporting period. With respect to the custodian, Item
C.12.a.vii requires the filer to check a box indicating the type of
custody (e.g., bank, member national securities exchange, self custody,
etc.). One option that a filer may check under this item is ``insurance
company sponsor,'' which includes as a citation ``rule 26a-2 (17 CFR
270.26a-2).'' In 2020, the Commission adopted amendments to--and also
rescinded--certain rules governing variable life insurance contracts
and variable annuity contracts as a result of the enactment of the
National Securities Market Improvement Act of 1996 (``NSMIA''), which
modified Investment
[[Page 59045]]
Company Act section 26.\15\ These amendments and rescissions reflected
that these rules no longer followed statutory requirements.\16\ The
Commission rescinded rule 26a-2 at that time, as NSMIA added Investment
Company Act section 26(e) (later renumbered as section 26(f)), which
codified those parts of rule 26a-2 that permit an insurance company to
maintain custody of separate account assets. The Commission did not,
however, make a conforming edit to Form N-CEN at that time to remove
the reference to rule 26a-2 and replace it with a reference to section
26(f). The amendments we are adopting make this conforming edit.
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\15\ See Updated Disclosure Requirements and Summary Prospectus
for Variable Annuity and Variable Life Insurance Contracts, Release
No. 33-10765 (Mar. 11, 2020) [85 FR 25964 (May 1, 2020)], at n.979
and accompanying text; see also National Securities Market
Improvement Act of 1996 (Pub. L. 104-290, 110 Stat. 3416 (1996)).
\16\ See Updated Disclosure Requirements and Summary Prospectus
for Variable Annuity and Variable Life Insurance Contracts, Release
No. 33-10569 (Oct. 30, 2018) [83 FR 61730 (Nov. 30, 2018)]
(proposing release), at nn.634-635 and accompanying text.
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Statutory Authority
The Commission is adopting these amendments under the authority set
forth in the Securities Act, particularly sections 5, 6, 7, 10, and 19
thereof [15 U.S.C. 77a et seq.] and the Investment Company Act,
particularly sections 8, 30, 31, 34, 35, 38, 59, and 64 thereof [15
U.S.C. 80a et seq.].
List of Subjects
17 CFR Part 230
Reporting and recordkeeping requirements, Securities.
17 CFR Parts 270 and 274
Investment companies, Reporting and recordkeeping requirements,
Securities.
Text of Rule and Form Amendments
For reasons set forth in the preamble, the Commission is amending
title 17, chapter II of the Code of Federal Regulations as follows:
PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933
0
1. The authority citation for part 230 continues to read, in part, as
follows:
Authority: 15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h,
77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o-
7 note, 78t, 78w, 78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-
30, and 80a-37, and Pub. L. 112-106, sec. 201(a), sec. 401, 126
Stat. 313 (2012), unless otherwise noted.
* * * * *
Sections 230.400 to 230.499 issued under secs. 6, 8, 10, 19, 48
Stat. 78, 79, 81, and 85, as amended (15 U.S.C. 77f, 77h, 77j, 77s).
* * * * *
0
2. Amend Sec. 230.498 by revising paragraphs (a)(2), (b)(1)(v)(A), and
(f)(2) to read as follows:
Sec. 230.498 Summary Prospectuses for open-end management investment
companies.
(a) * * *
(2) Exchange-Traded Fund means a Fund or a Class, the shares of
which are traded on a national securities exchange, and that has formed
and operates pursuant to an exemptive order granted by the Commission
or in reliance on Sec. 270.6c-11 of this chapter.
* * * * *
(b) * * *
(1) * * *
(v) * * *
(A) The legend must provide a website address, other than the
address of the Commission's electronic filing system; toll free (or
collect) telephone number; and email address that investors can use to
obtain the Statutory Prospectus and other information. The website
address must be specific enough to lead investors directly to the
Statutory Prospectus and other materials that are required to be
accessible under paragraph (e)(1) of this section, rather than to the
home page or other section of the website on which the materials are
posted. The website could be a central site with prominent links to
each document. The legend may indicate, if applicable, that the
Statutory Prospectus and other information are available from a
financial intermediary (such as a broker-dealer or bank) through which
shares of the Fund may be purchased or sold.
* * * * *
(f) * * *
(2) Greater prominence. If paragraph (c) or (d) of this section is
relied on with respect to a Fund, the Fund's Summary Prospectus shall
be given greater prominence than any materials that accompany the
Fund's Summary Prospectus, with the exception of other Summary
Prospectuses, Statutory Prospectuses, or a Notice of internet
Availability of Proxy Materials under Sec. 240.14a-16 of this chapter.
* * * * *
PART 270--RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940
0
3. The general authority citation for part 270 continues to read, in
part, as follows:
Authority: 15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, 80a-39,
1681w(a)(1), 6801-6809, 6825, and Pub. L. 111-203, sec. 939A, 124
Stat. 1376 (2010), unless otherwise noted.
* * * * *
0
4. Revise Sec. 270.0-11 to read as follows:
Sec. 270.0-11 Customer identification programs.
Each registered open-end company is subject to the requirements of
31 U.S.C. 5318(l) and the implementing regulation at 31 CFR 1024.220,
which requires a customer identification program to be implemented as
part of the anti-money laundering program required under subchapter II
of chapter 53 of title 31, United States Code and the implementing
regulations issued by the Department of the Treasury at 31 CFR part
1024. Where 31 CFR 1024.220 and this chapter use different definitions
for the same term, the definition in 31 CFR 1024.220 shall be used for
the purpose of compliance with 31 CFR 1024.220. Where 31 CFR 1024.220
and this chapter require the same records to be preserved for different
periods of time, such records shall be preserved for the longer period
of time.
0
5. Amend Sec. 270.30e-2 by revising paragraph (a) to read as follows:
Sec. 270.30e-2 Reports to shareholders of unit investment trusts.
(a) At least semiannually every registered unit investment trust
substantially all the assets of which consist of securities issued by a
management company must transmit to each shareholder of record
(including record holders of periodic payment plan certificates), a
report containing all the applicable information and financial
statements or their equivalent, required by Sec. 270.30e-1 to be
included in reports of the management company for the same fiscal
period. Each of these reports must be transmitted within the period
allowed the management company by Sec. 270.30e-1 for transmitting
reports to its shareholders.
* * * * *
0
6. Amend Sec. 270.35d-1 by revising paragraph (a)(2)(ii) to read as
follows:
Sec. 270.35d-1 Investment company names.
(a) * * *
(2) * * *
(ii) The policy described in paragraph (a)(2)(i) of this section is
a fundamental policy, or the fund has adopted a policy to provide the
fund's shareholders with at least 60 days' prior notice of any change
in the policy described in paragraph (a)(2)(i) of this section, and any
change in the fund's name that
[[Page 59046]]
accompanies the change, that meets the provisions of paragraph (d) of
this section; and
* * * * *
PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940
0
7. The general authority citation for part 274 continues to read, in
part, as follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m,
78n, 78n-1, 78o(d), 80a-8, 80a-24, 80a-26, 80a-29, and sec. 939A,
Pub. L. 111-203, 124 Stat. 1376, unless otherwise noted.
* * * * *
Note: Form N-CEN is attached as Appendix A to this document.
Form N-CEN will not appear in the Code of Federal Regulations.
0
8. Amend Form N-CEN (referenced in Sec. 274.101) by revising Item
C.12.a.vii.8.
Appendix A--Form N-CEN
Form N-CEN
* * * * *
Item C.12. Custodians.
a. * * *
vii. * * *
8. Insurance company sponsor--section 26(f) (15 U.S.C. 80a-26(f)):
__
* * * * *
Dated: December 15, 2025.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2025-23248 Filed 12-17-25; 8:45 am]
BILLING CODE 8011-01-P
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