SEC
Private Markets Roundtable
On March 4, the SEC is holding a private markets roundtable hosted by the Division of Investment Management. Director Brian Daly said ““With retail exposure to alternative investments becoming more common, we want to help everyday investors understand the different valuation approaches used in these products,” The agenda is available here.
SEC Adopts Final Rules for the Holding Foreign Insiders Accountable Act
On February 27, the SEC adopted final rules to reflect the requirements of the recently enacted Holding Foreign Insiders Accountable Act (HFIA), “which will increase transparency into the holdings and transactions of directors and officers of foreign private issuers (FPIs).” The press release and adopting release are available here.
SEC Proposes N-PORT Amendments; Commission Also Extends Compliance Dates for Names Rule Reporting
On February 18, the SEC proposed amendments to Form N-PORT including:
- Provide an additional 15 days to file monthly reports of portfolio-related information on Form N-PORT
- Reduce the publication of reports from monthly to quarterly
- Modify Form N-PORT reports to streamline or remove certain reported information, including removing “Names Rule” reporting, and add information about funds with share classes that operate as exchange-traded funds
The new Names Rule compliance dates are Nov. 17, 2027, for fund groups with net assets of $10 billion or more and May 18, 2028, for fund groups with less than $10 billion in net assets as of the end of their most recent fiscal year.
NPORT Proposal Comment Period: 60-day comment period after the Federal Register publication date.
- The press release and proposal are available here.
- The Name Rule Compliance Extension Date Release is available here.
SEC Names Rule – FAQ
On February 18, the SEC staff issued updated guidance about its amended Names Rule, clarifying details such as when funds must notify shareholders about changes to their investment strategies. The FAQ is available here.
SEC Chairman Atkin’s Testimony Before the U.S. House Financial Services Committee
On Feb 11, Chair Atkins testified before the House Financial Services Committee. Atkin’s written testimony is available here.
SEC Director Jamie Selway Speech on 24-by-7 Trading Roadmap
On January 28, in a speech at a SIFMA Roundtable, Director Selway provided his views on the industry move to 24x7 trading, encouraging the industry to come and talk with the SEC staff. The Speech is available here.
SEC Office of Inspector General Report to Congress Semiannual Report to Congress: April 1, 2025, through September 30, 2025
On January 23, the Office of Inspector General published their final report detailing the results of their audit of aspects of the SEC’s rulemaking process and related internal controls. The Report is available here.
Marketing Compliance - Frequently Asked Questions
On January 15, the SEC’s Divisions of Investment Management provided additional FAQ compliance guidance on their Marketing Rule under the Advisor Act. The FAQ is available here.
Securities Investor Protection Corporation: Notice of Inflation Adjustment Determination
On January 14, the SEC published a notice on the SIPC Board of Director’s determination that an inflation adjustment of the maximum cash advance amount would not be appropriate. The Board must determine every five whether to adjust for inflation the standard maximum amount that SIPC can advance to satisfy customer claims for cash under SIPA. See SIPA § 78fff-3(e)(1). The Notice is available here.
SEC Statements on Reforming Regulation S-K
On January 13, Chair Atkins provided additional information about reforming Reg S-K stating, “I welcome and encourage members of the public to provide their views on how the Commission can amend Regulation S-K, with the goal of revising the requirements to focus on eliciting disclosure of material information and avoid compelling the disclosure of immaterial information.”
- Comment Period: Comments should be provided “as soon as possible and by no later than April 13, 2026.”
- Chair Atkin’s statement is available here.
- Commissioner Uyeda’s January 26 comments are available here.
Brian Daly, Director of the Division of Investment Management: Speech on Proxy Voting
On January 8, SEC Director Daly provided his views on proxy voting, including the White House Executive Order on proxy voting. He included a discussion on two important proxy topics:
- Must I [advisors] vote client proxies?
- If I elect to - or am required to - vote, can I (or “must I?”) [the advisor] still use a proxy advisor?
Amendments to the “Small Business” and “Small Organization” Definitions for Investment Companies and Investment Advisers for Purposes of the Regulatory Flexibility Act
On January 7, the SEC proposing to amend the rules under the Investment Company Act of 1940 and under the Investment Advisers Act of 1940 that define the terms “small business” and “small organization” for purposes of the Regulatory Flexibility Act to increase the asset-based thresholds used in those definitions.
The SEC also proposed a mechanism for periodic future inflation adjustments of the asset-based thresholds used in these definitions. The SEC is also proposing amendments to Form ADV and the rule providing continuing hardship exemptions from filing electronically for investment advisers in connection with the proposed amendments. The press release and proposal are available here.
Commissioner Mark Uyeda Statement: “Update on Continuing Work Toward Treasury Clearing Implementation”
On December 23, Commissioner Uyeda provided a statement on the SEC’s work to-date to implement the Treasury Clearing rule, which, among other things, mandates the clearing of certain eligible secondary market transactions in U.S. Treasury securities by direct participants in covered clearing agencies. He also provided the remaining items the SEC staff is considering and where market participant input remains valuable:
- Expanding the inter affiliate exemption to include cash transactions and to allow for internal liquidity and collateral management;
- Including additional types of affiliates and broadening the concept of affiliate within the inter affiliate exemption;
- Clarifying the extraterritorial scope of the Treasury Clearing rule;
- Providing guidance on the impact of failed trades or clearing agency outages on the Treasury Clearing rule; and
- Assessing gross vs. net margin alternatives for segregated customer accounts under Exchange Act Rule 15c3-3a.
