Technical Amendments to Commission Rules and Forms

<RULE> SECURITIES AND EXCHANGE COMMISSION <CFR>17 CFR Parts 230, 270, and 274</CFR> <DEPDOC>[Release Nos. 33-11398; IC-35821]</DEPDOC> <SUBJECT>Technical Amendments to Commission Rules and Forms</SUBJECT> <HD SOURCE="HED">AGENCY:</HD> Securities and Exchange Commission. <HD SOURCE="HED">ACTION:</HD> Final rule; technical amendments. <SUM> <HD SOURCE="HED">SUMMARY:</HD> The Securities and Exchange Commission (“Commission”) is adopting amendments to correct certain errors and address outdated references in various rules under the Securities Act of 1933 and the Investment Company Act of 1940, as well as in Form N-CEN. </SUM> <EFFDATE> <HD SOURCE="HED">DATES:</HD> This rule is effective December 18, 2025. </EFFDATE> <FURINF> <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD> 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. </FURINF> <SUPLINF> <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD> The Commission is amending the following rules: <FTREF/> <FTNT> <SU>1</SU>  15 U.S.C. 77a <E T="03">et seq.</E> <SU>2</SU>  15 U.S.C. 80a-1 <E T="03">et seq.</E> 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]. </FTNT> <GPOTABLE COLS="3" OPTS="L2,nj,tp0,p1,8/9,i1" CDEF="s100,xs72,xs72"> <TTITLE> </TTITLE> <CHED H="1"> </CHED> <CHED H="1"> </CHED> <CHED H="1"> </CHED> <ROW EXPSTB="01" RUL="s"> <ENT I="25">Commission reference</ENT> Securities Act of 1933 (“Securities Act”)  <SU>1</SU> </ENT> <ENT>Rule 498</ENT> <ENT>§ 230.498</ENT> </ROW> <ROW> <ENT I="01"> Investment Company Act of 1940 (“Act” or “Investment Company Act”)  <SU>2</SU> </ENT> <ENT>Rule 0-11</ENT> <ENT>§ 270.0-11</ENT> </ROW> <ROW> <ENT I="01">Investment Company Act</ENT> <ENT>Rule 30e-2</ENT> <ENT>§ 270.30e-2</ENT> </ROW> <ROW> <ENT I="01">Investment Company Act</ENT> <ENT>Rule 35d-1</ENT> <ENT>§ 270.35d-1</ENT> </ROW> <ROW> <ENT I="01">Investment Company Act</ENT> <ENT>Form N-CEN</ENT> <ENT>§ 274.101</ENT> </ROW> </GPOTABLE> <HD SOURCE="HD1">Table of Contents</HD> <EXTRACT> <FP SOURCE="FP-2">I. Discussion</FP> <FP SOURCE="FP1-2">A. Rule 498</FP> <FP SOURCE="FP1-2">B. Rule 0-11</FP> <FP SOURCE="FP1-2">C. Rule 30e-2</FP> <FP SOURCE="FP1-2">D. Rule 35d-1</FP> <FP SOURCE="FP1-2">E. Form N-CEN</FP> <FP SOURCE="FP-2">Statutory Authority</FP> </EXTRACT> <HD SOURCE="HD1">I. Discussion</HD> 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. <HD SOURCE="HD2">A. Rule 498</HD> 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. <SU>3</SU> <FTREF/> 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 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. <SU>4</SU> <FTREF/> 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. <FTNT> <SU>3</SU>  See section 5(b)(2) of the Securities Act [15 U.S.C. 77e(b)(2)]; rule 498. </FTNT> <FTNT> <SU>4</SU>   <E T="03">See</E> Exchange-Traded Funds, Investment Company Act Release No. 33646 (Sept. 25, 2019) [84 FR 57162 (Oct. 24, 2019)]. </FTNT> 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. <SU>5</SU> <FTREF/> 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. <SU>6</SU> <FTREF/> These amendments were effective on July 24, 2024 (18 months following the amendments' effective date of January 24, 2023). <SU>7</SU> <FTREF/> 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. <SU>8</SU> <FTREF/> <FTNT> <SU>5</SU>   <E T="03">See</E> rule 498(b)(1)(v)(A). </FTNT> <FTNT> <SU>6</SU>   <E T="03">See</E> 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”). </FTNT> <FTNT> <SU>7</SU>   <E T="03">See id.</E> at section II.J. </FTNT> <FTNT> <SU>8</SU>  Specifically, we are removing the following language from rule 498(b)(1)(v)(A): If a Fund relies on § 270.30e-3 of this chapter to transmit a report, the legend must also include the website address required by § 270.30e-3(c)(1)(iii) of this chapter if different from the website address required by this paragraph (b)(1)(v)(A). </FTNT> Language about notices to shareholders provided by funds that are relying on rule 30e-3 also appears in rule 498's “greater prominence” requirements. <SU>9</SU> <FTREF/> 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. <SU>10</SU> <FTREF/> <FTNT> <SU>9</SU>   <E T="03">See</E> rule 498(f)(2). </FTNT> <FTNT> <SU>10</SU>  Specifically, we are removing the current reference to “a Notice under § 270.30e-3 of this chapter” from rule 498(f)(2). </FTNT> <HD SOURCE="HD2">B. Rule 0-11</HD> 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( <E T="03">l</E> ) 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. <SU>11</SU> <FTREF/> 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. <FTNT> <SU>11</SU>   <E T="03">See</E> Transfer and Reorganization of Bank Secrecy Act Regulations, Financial Crimes Enforcement Network, Department of the Treasury [75 FR 65806 (Oct. 26, 2010)]. </FTNT> <HD SOURCE="HD2">C. Rule 30e-2</HD> 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). <SU>12</SU> <FTREF/> We ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 21k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━