The U.S. Securities and Exchange Commission (SEC) Division of Investment Management staff has published responses related to the SEC’s 2023 amendments (2023 Amendments) to Rule 35d-1 (Names Rule) under the Investment Company Act of 1940 (1940 Act).1 The responses (2025 FAQs), released January 8, revised and withdrew prior responses to frequently asked questions that were previously issued by the staff following the initial adoption of the Names Rule (2001 FAQs).2
While the 2025 FAQs removed certain 2001 FAQs that had become outdated or inapplicable in light of the 2023 Amendments, the most useful takeaways from the 2025 FAQs are the clarifications provided regarding the continued applicability of the remaining 2001 FAQs with the revisions discussed below. Of the clarifications provided, the most notable responses were the staff’s views on the treatment of revised fundamental policies and the terms “high-yield” and “income” under the 2023 Amendments. The 2025 FAQs did not, however, go beyond the scope of the prior 2001 FAQs and, accordingly, leave more novel interpretive questions raised by the 2023 Amendments unanswered at this time.
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1 Division of Investment Management: Frequently Asked Questions: 2025 Names Rule FAQs (January 8, 2025); Investment Company Names, Investment Company Act Release No. 35000 (September 20, 2023). In issuing the 2023 Amendments to the Names Rule, the SEC stated that, among other items, the staff would be reviewing the 2001 FAQs and stated that portions of the 2001 FAQs may be moot, superseded or otherwise inconsistent with the final amendments and, therefore, may be withdrawn by the staff.
2 Frequently Asked Questions about Rule 35d-1 (Investment Company Names) (2001 FAQs).
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