Rule2026-03459
Investment Company Names Form N-PORT Reporting; Extension of Compliance Date
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
February 23, 2026
Effective
March 25, 2026
Issuing agencies
Securities and Exchange Commission
Abstract
The Securities and Exchange Commission (the "Commission") is extending the compliance date for the amendments to Form N-PORT that were adopted on September 20, 2023 and relate to the rule under the Investment Company Act of 1940 (the "Investment Company Act") that addresses certain broad categories of investment company names that are likely to mislead investors about an investment company's investments and risks. The compliance dates for those Form N-PORT amendments are extended to November 17, 2027, for fund groups with net assets of $10 billion or more as of the end of their most recent fiscal year; and to May 18, 2028, for fund groups with less than $10 billion in net assets as of the end of their most recent fiscal year.
Full Text
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<title>Federal Register, Volume 91 Issue 35 (Monday, February 23, 2026)</title>
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[Federal Register Volume 91, Number 35 (Monday, February 23, 2026)]
[Rules and Regulations]
[Pages 8379-8381]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-03459]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 270 and 274
[Release No. IC-35963; File No. S7-16-22]
RIN 3235-AM72
Investment Company Names Form N-PORT Reporting; Extension of
Compliance Date
AGENCY: Securities and Exchange Commission.
ACTION: Final rule; extension of compliance date.
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SUMMARY: The Securities and Exchange Commission (the ``Commission'') is
extending the compliance date for the amendments to Form N-PORT that
were adopted on September 20, 2023 and relate to the rule under the
Investment Company Act of 1940 (the ``Investment Company Act'') that
addresses certain broad categories of investment company names that are
likely to mislead investors about an investment company's investments
and risks. The compliance dates for those Form N-PORT amendments are
extended to November 17, 2027, for fund groups with net assets of $10
billion or more as of the end of their most recent fiscal year; and to
May 18, 2028, for fund groups with less than $10 billion in net assets
as of the end of their most recent fiscal year.
DATES:
Effective date: The effective date for this release is March 25,
2026.
Compliance date: The compliance dates for the Form N-PORT
amendments adopted on September 20, 2023 are extended to November 17,
2027, for fund groups with net assets of $10 billion or more as of the
end of their most recent fiscal year; and from to May 18, 2028, for
fund groups with less than $10 billion in net assets as of the end of
their most recent fiscal year.
FOR FURTHER INFORMATION CONTACT: Susan Ali, Counsel; Angela Mokodean,
Senior Special Counsel; or Brian M. Johnson, Assistant Director, at
(202) 551-6792, Investment Company Regulation Office, Division of
Investment Management, Securities and Exchange Commission, 100 F Street
NE, Washington, DC 20549-8549.
SUPPLEMENTARY INFORMATION: The Commission is extending the compliance
date for the Commission's amendments to Form N-PORT [referenced in 17
CFR 274.150] adopted on September 20, 2023. The compliance dates for
the other amendments contained in the same release published on
September 20, 2023, will remain June 11, 2026, for fund groups with net
assets of $1 billion or more as of the end of their most recent fiscal
year and December 11, 2026, for fund groups with less than $1 billion
in net assets as of the end of their most recent fiscal year.
I. Discussion
On September 20, 2023, the Commission adopted amendments to rule
35d-1 under the Investment Company Act, the ``names rule,'' designed to
modernize and enhance the protections that the rule provides.\1\ This
rule addresses the names of registered investment companies and
business development companies that the Commission defines as
materially misleading or deceptive. The amendments broadened the scope
of the requirement for certain of these funds to adopt a policy to
invest at least 80% of the value of their assets in accordance with the
investment focus that the fund's name suggests (the ``80% basket'').
The Commission also adopted amendments that updated other names-related
regulatory requirements, including amendments to Form N-PORT. For a
registered fund that is required to adopt an 80% investment policy
under the names rule and that is subject to Form N-PORT reporting
requirements, the amendments require the registered fund to report on
Form N-PORT: (1) definitions of terms used in the fund's name; (2) the
value of the fund's 80% basket, as a percentage of the value of the
fund's assets; and (3) whether each investment in the fund's portfolio
is in the fund's 80% basket (collectively, the ``Form N-PORT names rule
requirements'').\2\
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\1\ Investment Company Names, Investment Company Act Release No.
35000 (Sept. 20, 2023) [88 FR 70436 (Oct. 11, 2023)], Investment
Company Names; Correction, Investment Company Act Release No. 35000A
(Oct. 24, 2023) [88 FR 73755 (Oct. 27, 2023)] (the ``Adopting
Release'').
\2\ See Items B.11 and C.2.e of Form N-PORT. The Form N-PORT
reporting requirements apply to registered management investment
companies and exchange-traded funds organized as unit investment
trusts, other than money market funds or small business investment
companies. This release uses the term ``registered fund'' to refer
to registered investment companies that are subject to both the
names rule requirements and Form N-PORT reporting requirements.
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The Commission initially established tiered compliance dates for
the names rule amendments: December 11, 2025 for larger fund groups,
i.e., those with net assets of $1 billion or more as of the end of
their most recent fiscal year; and June 11, 2026 for smaller fund
groups, i.e., those with less than $1 billion in net assets as of the
end of their most recent fiscal year.\3\ On March 14, 2025, the
Commission extended the compliance dates from December 11, 2025, to
June 11, 2026 for larger fund groups, and from June 11, 2026, to
December 11, 2026 for smaller fund groups.\4\
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\3\ For the purposes of this extended compliance period, fund
group refers to investment companies in the same ``family of
investment companies,'' as such term is defined in Item B.5 of Form
N-CEN. The Commission's prior extension of the compliance period for
the names rule requirements used a similar definition of ``group of
related investment companies'' in 17 CFR 270.0-10. See Adopting
Release at n.434.
\4\ Investment Company Names; Extension of Compliance Date,
Investment Company Act Release No. 35500 (Mar. 14, 2025) [90 FR
13076 (Mar. 20, 2025)].
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In a separate, concurrent rulemaking, the Commission is proposing
amendments to reporting requirements on Form N-PORT, including the
proposed removal of the Form N-PORT names rule requirements.\5\ We are
extending the compliance dates of the Form N-PORT names rule
requirements to November 17, 2027, for fund groups with net assets of
$10 billion or more as of the end of their most recent fiscal year; and
to May 18, 2028, for fund
[[Page 8380]]
groups with less than $10 billion in net assets as of the end of their
most recent fiscal year to provide time for the Commission to receive
and consider comments on the proposed amendments and take any further
action.\6\ The purpose of the compliance date extension is to allow
registered funds to avoid certain costs associated with regulatory
requirements that the Commission has proposed to eliminate and thus may
determine are unnecessary. In addition, the compliance date extension
is intended to provide registered funds with sufficient time to comply
with the Form N-PORT names rule requirements in the event the
Commission does not adopt the amendments. In that event, registered
funds would be required to file Form N-PORT reports incorporating the
names rule requirements as of the first fiscal-quarter-end month after
the compliance date.\7\ The compliance dates for all other amendments
to rule 35d-1 under the Investment Company Act, and related prospectus
disclosure and reporting requirements, adopted on September 20, 2023
remain June 11, 2026 for fund groups with net assets of $1 billion or
more as of the end of their most recent fiscal year, and December 11,
2026 for fund groups with less than $1 billion in net assets as of the
end of their most recent fiscal year.
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\5\ See Form N-PORT Reporting, Investment Company Act Release
No. 35962 (Feb. 18, 2026) (the ``Form N-PORT Proposing Release'').
\6\ For the last several years, the Commission has used a
threshold of $1 billion in net assets for differentiating between
larger and smaller registered investment companies when providing
smaller entities with additional time to comply with new
requirements. We are instead using a $10 billion threshold for these
purposes, based on an analysis of the distribution of assets across
funds at different net asset thresholds. This $10 billion threshold
is designed to be a reasonable means of distinguishing larger and
smaller entities for purposes of tiered compliance dates for the
Form N-PORT names rule requirements. We estimate that, as of Dec.
2024, 22.9% of registered investment companies (holding
approximately 2.13% of aggregate assets of registered investment
companies) would qualify as smaller entities at the $10 billion
threshold. The Commission also recently proposed similar amendments
to how it defines ``small entity'' under the Regulatory Flexibility
Act for investment companies. See Amendments to the ``Small
Business'' and ``Small Organization'' Definitions for Investment
Companies and Investment Advisers for Purposes of the Regulatory
Flexibility Act, Investment Company Act Release No. 35864 (Jan. 7,
2026) [91 FR 1107 (Jan. 12, 2026)].
\7\ For example, if a registered fund is part of a fund group
with net assets of $10 billion or more as of the end of the most
recent fiscal year, and the fund has a fiscal quarter end in Dec.,
the registered fund would be required to include information under
the names rule requirements in its Form N-PORT report for the month
of Dec. 2027 (the first fiscal-quarter-end month after the Nov. 17,
2027 compliance date).
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II. Economic Analysis
The Commission is mindful of the economic effects, including the
costs and benefits, of the compliance date extension. Section 2(c) of
the Investment Company Act provides that, when the Commission is
engaging in rulemaking under the Act and is required to consider or
determine whether an action is consistent with the public interest, the
Commission shall also consider whether the action will promote
efficiency, competition, and capital formation, in addition to the
protection of investors.
The baseline against which the costs, benefits, and the effects on
efficiency, competition, and capital formation of the final rule are
measured consists of the current state of the registered fund market,
current practice as it relates to Form N-PORT reporting, and the
current regulatory framework, including recently adopted rules. We also
consider the economic effects if the Form N-PORT names rule
requirements are removed as we have concurrently proposed.\8\ The Form
N-PORT names rule requirements affect all registered investment
companies that are required to adopt an 80% investment policy under the
names rule and that report on Form N-PORT. They also affect current and
prospective investors in those registered funds.
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\8\ See supra note 5.
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The extension of the compliance date will postpone the benefits and
costs of the Form N-PORT names rule requirements. These requirements
were intended to help the Commission and its staff understand the types
of investments a registered fund includes in its 80% basket and
increase the amount of information available for investors to determine
whether a fund is appropriate for their investment goals. The extension
will delay these benefits, including any concomitant increase in
efficiency, competition, and capital formation that may arise from the
increased transparency to investors.
The extension will also decrease costs for registered funds that
would otherwise have had to come into compliance with the Form N-PORT
names rule requirements and, indirectly, to investors in those funds.
Regardless of whether the Commission adopts the proposed removal of the
Form N-PORT names rule requirements, the delayed compliance date will
save the affected registered funds the ongoing costs of complying with
the Form N-PORT names rule requirements for a period of time equal to
the duration of the extension. We estimate this cost savings to be
about $90 million in aggregate.\9\ If the Commission does not adopt the
removal of the Form N-PORT names rule requirements, the delayed
compliance date in this release is also intended to provide advisers
with sufficient time to comply with those requirements. Additionally,
if the Commission does adopt the proposed removal of the Form N-PORT
names rule requirements, then this extension would allow registered
funds to avoid incurring any initial costs related to the Form N-PORT
names rule requirements that have not yet been incurred.\10\
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\9\ From the Paperwork Reduction Act (the ``PRA'') analysis in
the Adopting Release, we estimated the annual external costs to be
$2,260 per fund. Additionally, we estimated annual internal costs of
9 \2/3\ hours per fund at an average wage rate of $406: 9 \2/3\ x
$406 = $3,925. $3,925 + $2,260 = $6,185 in total annual costs per
fund. $3,925 + $2,260 = $6,185 in total annual costs per fund. In
the Adopting Release, we estimated that 76% of funds (9,926) would
be affected by the amended rule 35d-1. This extension is generally
for 17 months, however, funds in fund groups with net assets of
between $1 billion and $10 billion will see their compliance
deadline shift from June 11, 2026 to May 18, 2028, or approximately
23 months, due to the change in the threshold for differentiating
between larger and smaller funds. See supra note 6. We estimate
that, as of Dec. 2022, there were 1,354 funds in such fund groups
(960 mutual funds excluding money market funds, 234 ETFs organized
as an open-end fund or as a share-class of an open-end fund, 153
registered closed-end funds, and 7 UITs). Assuming that these funds
are no more or less likely to be subject to the rule than the entire
population of funds, we estimate that there are 1,029 = 1,354 x 76%
such funds affected by the rule and that will have a 23-month
extension. The remaining 8,897 = 9,926-1,029 funds will have a 17-
month extension. The aggregate savings is the annual cost per fund
times the number of funds times the duration of the extension in
years. We thus estimate the aggregate savings to be $6,185 x 1,029 x
23/12 + $6,185 x 8,897 x 17/12 = $90,154,622.
\10\ Absent this extension, registered funds likely would have
had to incur costs to prepare for the possibility that the
Commission preserved these requirements or did not finalize
amendments to remove them before the compliance date. If the
Commission adopts the removal of the Form N-PORT names rule
requirements, this extension and that adoption combined could create
additional savings of at most $76,569,164. This estimate is
calculated using the assumptions from the PRA in the Adopting
Release, with an estimate of 19 initial hours per fund x $406/hr. x
9,926 funds = $76,569,164. This is an upper bound since some of
these costs have likely already been incurred.
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As an alternative, we could have provided a shorter or longer
compliance extension (e.g., 1-year or 2-year extension). However,
should the Commission not adopt the proposed amendments removing the
Form N-PORT names rule requirements, a shorter extension likely would
not provide registered funds with sufficient time to comply with these
requirements after the Commission's consideration of comments and any
further action on the proposed amendments. Conversely, a longer
extension would further delay the benefits arising from the Form N-PORT
names rule requirements if the Commission does not adopt the proposed
removal of those provisions.
[[Page 8381]]
III. Procedural and Other Matters
The Administrative Procedure Act (the ``APA'') generally requires
an agency to publish notice of a rulemaking in the Federal Register and
provide an opportunity for public comment. This requirement does not
apply, however, if the agency ``for good cause finds . . . that notice
and public procedure are impracticable, unnecessary, or contrary to the
public interest.'' \11\ The Commission, for good cause, finds that
notice and solicitation of public comment to extend the compliance
dates for the Form N-PORT names rule requirements are impracticable,
unnecessary, or contrary to the public interest.\12\ This notice does
not impose any new substantive regulatory requirements on any person.
Rather, it extends the compliance dates for the Form N-PORT names rule
requirements.
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\11\ 5 U.S.C. 553(b)(B).
\12\ See id. (stating that an agency may dispense with prior
notice and comment when it finds, for good cause, that notice and
comment are ``impracticable, unnecessary, or contrary to the public
interest'').
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For the reasons discussed above, an extension of the compliance
dates to November 17, 2027 for larger fund groups and to May 18, 2028
for smaller fund groups is designed to provide the Commission
sufficient time to receive and consider comments related to the Form N-
PORT Proposing Release and take any further action. New reporting
requirements, including new data tags, may entail systems and
operational modification and the use of third-party service providers
that would take time to plan and implement. Delaying the compliance
dates should ease registered funds' concerns about complying with the
Form N-PORT names rule requirements in the short-term as the Commission
receives comments on the Form N-PORT Proposing Release and considers
whether to adopt the proposed amendments to remove the Form N-PORT
names rule requirements. The delay therefore will reduce the
possibility that, while the Form N-PORT names rule requirements are
under review, registered funds would incur costs to take actions to
come into compliance with requirements that may change. Given the
implementation activities associated with the upcoming compliance
dates, a notice and comment period could not reasonably be completed
prior to registered funds incurring burdens associated with meeting the
compliance dates.\13\
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\13\ This rule does not require analysis under the Regulatory
Flexibility Act. See 5 U.S.C. 604(a) (requiring a final regulatory
flexibility analysis only for rules required by the APA or other law
to undergo notice and comment). Further, this rule does not contain
any collection of information requirements, as defined by the
Paperwork Reduction Act of 1995. 44 U.S.C. 3501 et seq. Accordingly,
a PRA analysis is not required.
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Pursuant to the Congressional Review Act, the Office of Information
and Regulatory Affairs has designated these amendments as not a ``major
rule,'' as defined by 5 U.S.C. 804(2). The Office of Management and
Budget has determined that this action is not a significant regulatory
action as defined in Executive Order 12866, as amended, and therefore
it was not subject to Executive Order 12866 review.
By the Commission.
Dated: February 18, 2026.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-03459 Filed 2-20-26; 8:45 am]
BILLING CODE 8011-01-P
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