SEC Consultations

Key dates

2026-09-30

The SEC issued the proposed rule, Release Nos. 33-11444, 34-106534, and IC-36351; this is the underlying proposal date, not an effective date for new obligations.

2026-10-05

The proposed rule was published in the Federal Register at 91 FR 63388.

2026-10-20

The SEC published a correction replacing the DATES section and confirming the comment deadline.

2026-12-04 Deadline

Comments on the proposed rule must be received by the SEC.

Suggested considerations

• Compliance teams may wish to calendar December 4, 2026 as the deadline for submitting comments to File No. S7-2026-34 and coordinate comments across legal, fund governance, distribution, operations, and investor-relations functions.
• Affected fund sponsors should consider assessing whether monthly or otherwise revised repurchase intervals, delayed initial repurchase offers, or more frequent discretionary repurchases would better align with portfolio liquidity and investor-liquidity expectations if the proposal is adopted.
• Registered closed-end funds and BDCs considering multiple share classes should consider mapping proposed Rule 18f-3 and Rule 17d-3 conditions against existing exemptive orders, board procedures, fee arrangements, allocation methodologies, distribution agreements, and conflict controls.
• Fund boards and advisers may wish to evaluate the anticipated written multiple-share-class plan, board approval requirements, class-level expense allocation, asset-based distribution and service-fee arrangements, and related disclosure controls.
• Operations and disclosure teams should consider a gap analysis for proposed changes to Form N-2, Form N-CEN, Form N-23c-3, shareholder reports, prospectus legends, expense examples, NAV and repurchase processing, and investor communications.
• Firms should continue treating the current Investment Company Act rules and existing exemptive orders as controlling until any final rule becomes effective and applicable transition or rescission provisions are issued.

What changed

The October 20, 2026 Federal Register correction replaces the prior DATES text in the October 5 proposal and expressly states that the release was published on October 5, 2026 and that comments must be received by December 4, 2026. The underlying proposal would amend Investment Company Act Rules 23c-3, 18f-3, and 17d-3 and related forms and rules to modernize interval-fund repurchase programs, including potentially allowing a first repurchase offer to be deferred for up to two years, monthly repurchase intervals, annual discretionary repurchases, and deduction of deferred sales loads from...

Key dates

2026-10-09

SEC issued the proposed amendments to Investment Company Act Rule 17a-7, Release No. IC-36358, File No. S7-2026-36.

2026-10-15

Proposed rule published in the Federal Register; the 60-day public-comment period begins.

2026-12-14 Deadline

Public comments are due, calculated as 60 days after Federal Register publication.

Suggested considerations

• Compliance teams may wish to inventory current and potential cross trades by asset class and valuation level, distinguishing Level 1, Level 2, and Level 3 positions and identifying fixed-income portfolios that could become eligible.
• Advisers may wish to design a documented pre-trade best-interest process for each participating registered fund, including consideration of open-market alternatives, alternative securities, and the option not to trade.
• Funds and advisers may wish to assess pricing-source governance, including unaffiliated-source due diligence, periodic reasonableness reviews, NAV-pricing consistency, and controls preventing use of amortized-cost values.
• CCOs may wish to map quarterly review, annual back-testing, subsequent-sale analysis, escalation, and reporting responsibilities across fund and adviser compliance functions.
• Boards and counsel may wish to assess amendments to Rule 38a-1 policies, board reporting, and governance materials in light of the proposed shift away from board-adopted Rule 17a-7 procedures.
• Operations and regulatory-reporting teams may wish to map internal asset classifications to Form N-PORT Item B.12 and Form N-MFP Item A.23, including controls for the preceding-12-month activity test and reconciliation of cross-trade and total purchases and sales.
• Records-management teams may wish to evaluate systems capable of retaining trade records, CCO review materials, and board reports for six years.
• Interested parties may wish to submit comments by the Federal Register deadline, addressing the 79 specific requests for comment, including Level 3 eligibility, bid-side NAV pricing, review frequency, scaling, and public-reporting impacts.

What changed

Eligible securities would expand from generally Level 1 securities with readily available market quotations to securities valued using inputs that are observable directly or indirectly, provided Level 2 inputs are the lowest level of inputs significant to measurement; Level 3 securities would remain excluded. The proposed independent current market price would be either the value used in the fund’s next NAV calculation on the trade date or a price the adviser reasonably determines represents current market value using one or more unaffiliated pricing sources, subject to periodic review.

Key dates

2026-10-09

SEC issued the proposal to amend Investment Company Act Rule 17a-7.

Suggested considerations

• Compliance teams may wish to determine which corporate, municipal and other fixed-income holdings are currently excluded from Rule 17a-7 cross-trading because they lack a readily available market quotation under the valuation-rule framework.
• Firms should consider assessing potential execution-cost savings, liquidity benefits and conflicts risks from expanded internal crossing, using the SEC’s indication that market impact is concentrated among larger fund families and that corporate-bond cross-trading materially declined after the valuation-rule compliance date.
• Registered fund advisers may wish to review pricing governance, independent price verification, best-execution analysis, allocation controls and conflict-management procedures in anticipation of any final rule.
• Firms may wish to map the data needed for the proposed aggregated cross-trade reporting and test whether existing order-management, compliance-monitoring and regulatory-reporting systems can capture it.
• Affected firms should consider submitting comments during the 60-day period after publication of the proposal in the Federal Register, particularly on eligible security classes, pricing methodologies, reporting granularity and oversight conditions.
• Until a final rule becomes effective, firms should continue applying the existing Section 17(a), Rule 17a-7 and Rule 2a-5 requirements and should not treat the proposal as a current exemption.

What changed

The proposal would amend Rule 17a-7, the exemption from Section 17(a) for specified purchases and sales between a registered investment company and certain affiliated persons. It would generally restore eligibility for cross-trading most fixed-income securities, which became substantially unavailable after the SEC’s adoption of the Investment Company Act valuation rule in 2020, while modernizing the conditions governing pricing and oversight to reflect more verifiable and transparent market pricing.

Key dates

2026-10-06

The proposed rule was published in the Federal Register at 91 FR 63676 and the comment period opened.

2026-12-07 Deadline

Comments on the proposed rule are due to the SEC.

Suggested considerations

• Compliance teams may wish to determine whether existing or proposed fund products could use the regulated-fund performance-compensation pathway and map each arrangement against the proposed 20% net-gains cap, specified-period methodology, governance requirements, and board-determination condition.
• Advisers and fund sponsors should consider inventorying current performance-fee arrangements and identifying clients who could become eligible under the proposed accredited-investor route, without treating the proposal as authority to implement changes before adoption and an applicable compliance date.
• Fund sponsors may wish to assess the operational and disclosure impact of separately reporting performance-based compensation in Forms N-1A, N-2, and N-CSR, including fee-table, prospectus, financial-reporting, and board-material changes.
• Adviser compliance programs should consider reviewing Rule 205-3 eligibility controls, investor-classification procedures, accredited-investor evidence, client look-through analysis, and controls for the related Rule 203A-3, Rule 204-3, and Form ADV amendments.
• Fund boards and advisers may wish to evaluate how performance-fee proposals would affect fiduciary-duty analysis, conflicts management, valuation, incentive alignment, investor communications, and approval documentation.
• Affected firms should consider submitting comments by December 7, 2026, particularly on the 20% cap, specified performance period, governance conditions, disclosure design, accredited-investor eligibility, and transition or compliance-period issues.

What changed

Proposed amendments to Investment Advisers Act Rule 205-3 would create an additional route for registered investment advisers to receive compensation based on capital gains or capital appreciation from registered management investment companies and business development companies, collectively referred to as regulated funds.

Key dates

2026-10-06

The proposed rule was published in the Federal Register as 91 FR 63870, covering pages 63870-64103.

2026-12-07 Deadline

Public comments must be received by the SEC on or before this date.

Suggested considerations

• Compliance teams may wish to determine whether client or fund crypto assets are currently held through arrangements that would constitute adviser or regulated-fund self-custody under the proposal, including arrangements involving service providers, private keys, wallets, or decentralized finance protocols.
• Firms should consider mapping proposed requirements for key management, joint authorization, asset segregation, safeguarding expertise, cybersecurity, incident response, annual review, internal control reporting, and client or investor account statements against existing custody, information-security, and operational-resilience controls.
• Advisers and regulated funds may wish to assess whether existing custodians, including state trust companies, could satisfy the proposed authorization, policy, audit, internal-control, and segregation conditions.
• Compliance teams should consider preparing comments for File No. S7-2026-35 by December 7, 2026, particularly on the proposed scope of self-custody, the qualified-custodian determination, treatment of airdropped crypto assets, decentralized finance activity, and the interaction with existing custody arrangements.
• Firms should assess potential changes to Form ADV, Form ADV-E, Form N-CEN, custody records, crypto-network records, audited financial statements, and accountant reports if the proposal is adopted.
• Investment advisers and regulated funds may wish to inventory tokenized private funds and tokenized regulated-fund shares in anticipation of the proposed additional Form ADV and Form N-CEN questions.
• Firms should distinguish proposal-stage planning from current legal obligations because the publication does not itself impose the proposed requirements and does not establish a final compliance date.

What changed

The proposal would add an adviser self-custody framework under proposed Advisers Act rule 223-1(b)(7), allowing an adviser to self-custody client crypto assets only in specified circumstances and subject to conditions addressing safeguarding expertise, documented safeguarding systems, key management, joint authorization, segregation, cybersecurity risk assessment, threat and vulnerability management, incident response and recovery, annual review, an internal control report, and client account statements.

Key dates

2026-03-17

The SEC issued its earlier interpretation clarifying how federal securities laws apply to certain crypto assets and transactions involving crypto assets.

2026-08-18

The SEC announced the proposed Regulation Crypto Assets framework and opened the process for public comment, subject to publication of the proposing release in the Federal Register.

Suggested considerations

• Compliance teams may wish to map planned and existing token offerings against the proposed $5 million four-year and $75 million 12-month thresholds, including aggregation across related issuers, affiliates, projects and offering periods once the proposing release is reviewed.
• Issuers should consider documenting which exemption they would use, the relevant measurement period, investor eligibility and transfer restrictions, and controls intended to prevent exceeding the applicable offering cap.
• Firms should consider preparing draft principles-based narrative disclosures and, for the $75 million exemption, assessing financial-statement readiness and the systems needed for ongoing SEC reporting.
• Project sponsors may wish to inventory all essential managerial efforts represented or promised to investors and establish evidence, governance approvals and public communications supporting any future safe-harbor position based on completion or permanent cessation of those efforts.
• Exchanges, broker-dealers and trading platforms should consider assessing how the proposed safe harbor and state-law preemption could affect asset classification, listing reviews, customer disclosures, surveillance, custody and secondary-market controls.
• Industry participants may wish to review the full proposing release and consider submitting comments within 60 days after its publication in the Federal Register; the specific deadline should not be assumed until the Federal Register publication date is confirmed.
• Firms should continue treating the proposal as non-final and should not represent that an exemption, safe harbor or state-law preemption is currently available.

What changed

The proposed framework would add two exemptions from Securities Act of 1933 registration requirements for qualifying investment contracts involving crypto assets. The first would allow aggregate offerings of up to $5 million during a four-year period on a one-time basis; the second would allow offerings of up to $75 million during each 12-month period. Issuers relying on either exemption would need to make specified principles-based narrative disclosures available to investors.

Key dates

2026-07-21

SEC proposed Regulation E-Delivery and published the proposal in the Federal Register

2026-09-21 Deadline

Comment period closes

Suggested considerations

• Compliance teams may wish to inventory all information currently delivered under an opt-in electronic delivery framework and map it to the proposed covered information categories.
• Firms may wish to assess whether their current customer or client communications systems can support a direct-delivery model and a statement-of-availability model, including website hosting and link accuracy controls.
• Operational teams may wish to review whether they can generate and track the proposed transition notices for recipients currently receiving paper delivery.
• Firms may wish to evaluate how they will handle paper-copy requests, opt-outs, and updates to electronic address records if the proposal is adopted.
• Proxy and fund operations teams may wish to identify rule-specific processes that would need revision if Rule 30e-3 is rescinded and the proxy/tender offer amendments are finalized.
• Compliance teams may wish to prepare comment letters focused on definitions, PFI handling, remediation obligations, and the transition process before the comment deadline.

What changed

The proposal would create a new Part 303 in the SEC rules for “Regulation E-Delivery: Delivering Covered Information Through Electronic Delivery.” It would define key concepts such as electronic delivery, electronic address, covered entity, covered information, and covered recipient, and would set conditions for when information may be delivered directly electronically versus when a statement of availability must be used.

Key dates

TBD (upon Federal Register publication)

– Start of the 60‑day public comment period on the Regulation E‑Delivery proposal

TBD Deadline

– End of the 60‑day comment period; market participants must have submitted feedback on scope, conditions, investor protections and operational impacts by this date

TBD (post‑adoption) Deadline

– Effective date of final Regulation E‑Delivery, after which firms may begin relying on the rule for default e‑delivery, subject to any specified compliance or phase‑in dates in the adopting release

TBD (post‑effective date) Deadline

– Commencement of required transition processes, including the mailing of two paper notices and implementation of opt‑out mechanisms, for investors currently receiving paper communications

Suggested considerations

• Conduct a comprehensive mapping of all documents currently delivered under federal securities law requirements (prospectuses, shareholder reports, proxy materials, trade confirmations, Form CRS, Form ADV brochures) and determine how each will be delivered under Regulation E‑Delivery.
• Review and update disclosure, investor communication and delivery policies to incorporate e‑delivery as the default method while clearly documenting investor rights to request and receive paper delivery at any time.
• Design and implement procedures for maintaining accurate electronic contact information for investors and clients, including periodic verification processes and remediation steps for undeliverable emails or failed electronic transmissions.
• Develop and operationalize the transition process for paper‑based recipients, including generation and mailing of the two required paper notices that explain the move to e‑delivery and the opt‑out option.
• Update client and investor onboarding materials, account agreements and preference‑capture workflows to reflect the new default e‑delivery model and how investors can elect paper delivery or change their preferences.

What changed

• - Regulation E‑Delivery would formally replace the SEC’s decades‑old, purely guidance‑based approach to electronic delivery and establish a rule‑based framework that expressly permits e‑delivery to...
• Electronic delivery would become the default method of delivery, meaning firms could deliver required regulatory information electronically without first obtaining the investor’s affirmative consent,...
• The rule would preserve investor choice by requiring that investors and other recipients be able to request paper delivery at any time and continue receiving paper format upon request.
• The proposal would set out requirements and conditions for when e‑delivery is deemed compliant, including use of electronic addresses or other electronic methods reasonably designed to ensure receipt...
• The range of deliverable documents under Regulation E‑Delivery would be broad, covering prospectuses for funds and other issuers, fund annual and semi‑annual shareholder reports, proxy statements,...

Key dates

TBD (post‑comment, est. 2027 or later) Deadline

– Potential SEC adoption of a final rule rescinding Rules 611 and 610(e), including any specified effective and compliance dates

TBD (proposal publication date in Federal Register)

– SEC proposal to rescind Regulation NMS Rules 611 and 610(e) is published, starting the public comment period

TBD (typically 30–60 days after Federal Register publication)

– End of the initial public comment period on the proposal to rescind Rules 611 and 610(e)

Suggested considerations

• Map all current policies, procedures, and controls that explicitly reference or rely on Rule 611 (Order Protection Rule) and Rule 610(e) (access fee caps), including best‑execution frameworks, routing policies, fee schedules, and surveillance rules.
• Conduct a system inventory of smart order routing, execution algorithms, and venue connectivity logic that prevents trade‑throughs of protected quotations and enforces access‑fee caps, and identify components that would need redesign if Rules 611 and 610(e) are rescinded.
• Review and, if necessary, update best‑execution policies and client disclosures to decouple best‑execution rationales from mechanical Rule 611 compliance, preparing a framework that can operate in an environment without trade‑through prohibitions or fee caps.
• Enhance governance processes to monitor the SEC rulemaking, assign ownership (e.g., to a market structure working group), and prepare internal impact assessments and board‑level briefings on potential business, conduct, and conflict‑of‑interest implications of rescission.
• Develop scenario analyses and playbooks describing how routing strategies, venue selection, and payment‑for‑order‑flow or other economic arrangements would be adjusted in the absence of Rule 611 and Rule 610(e).

What changed

• - The SEC proposes to rescind Rule 611 of Regulation NMS (17 CFR 242.611), which currently requires trading centers to establish, maintain, and enforce written policies and procedures reasonably...
• The rescission would eliminate the current requirement on trading centers to prevent executions at prices inferior to protected quotations displayed on other trading centers, subject to the present...
• The SEC proposes to rescind Rule 610(e) of Regulation NMS, which currently imposes caps on access fees that trading centers may charge for the execution of quotations in NMS stocks, intended to...
• The proposal would remove the regulatory framework that links protection of top‑of‑book quotations with capped access fees, allowing market forces and competition to shape routing behavior, fee...
• The proposal would likely be accompanied by conforming amendments to related definitions and cross‑references in Regulation NMS that currently rely on or reference Rules 611 and 610(e).

Key dates

02 July 2026 Deadline

- Deadline for submitting public comments on the Draft Strategic Plan

Suggested considerations

• Submit written comments by 02 July 2026 if your firm wants to influence the SEC’s strategic priorities, especially on disclosure modernization, private markets, digital assets, or enforcement posture.
• Include File Number DSP-3 on all comments and use only one submission method, because the SEC requires the file number on email subject lines and asks commenters to choose a single channel.
• Review internal compliance roadmaps for likely impacts from disclosure simplification, rule retrospectives, and enforcement refocusing, and identify where current controls may become redundant or need redesign.
• Assess whether your firm’s digital asset, tokenization, or distributed ledger activities may benefit from future SEC guidance or may face new framework requirements.
• Monitor developments on EDGAR modernization and filing technology changes, and test whether internal reporting, tagging, or submission processes would need upgrades.

What changed

• - The SEC is proposing a strategic reorientation toward core statutory objectives: investor protection, fair and orderly markets, and capital formation.
• The plan emphasizes clearer, fit-for-purpose rules intended to support innovation while deterring misconduct.
• The SEC says it will prioritize modernizing and simplifying disclosure practices, which may affect reporting frameworks and issuer-facing compliance processes.
• The draft plan highlights expanded access to private markets and new capital-raising pathways, signaling possible future changes in offering, exemptive, and disclosure regimes.
• The SEC identifies digital assets and distributed ledger technologies as an area needing a “firm regulatory foundation,” indicating continued policy development for crypto-related activities.

Key dates

TBD (est. late 2026 or later)

– Potential SEC adoption of a final rule rescinding, modifying, or replacing the climate‑related disclosure rules, subject to consideration of comments and potential legal challenges

29 May 2026

– SEC issues press release and proposing release announcing the proposed rescission of the climate‑related disclosure rules and opens the public consultation

TBD (comment deadline, est. mid‑2026) Deadline

– Public comment period expected to close a set number of days (typically 30–60) after publication of the proposing release in the Federal Register; the precise date will be specified in the Federal Register notice

TBD (effective date, est. 30–60 days after Federal Register publication of final rule) Deadline

– Effective date of any final rescission; compliance with the existing climate rules would continue to be required for reporting periods and filings before this date

Suggested considerations

• Maintain full compliance with the existing SEC climate‑related disclosure rules in registration statements and annual reports until a final rescission (if any) becomes effective, and do not scale back disclosures based solely on the proposal.
• Prepare internal briefing materials for the board, audit committee, and senior management explaining the proposed rescission, its potential implications, and the need to maintain current disclosures in the interim.
• Coordinate with legal, finance, sustainability, and investor relations teams to develop a contingency disclosure strategy that anticipates both outcomes: (i) rescission is finalized and prescriptive line items disappear, or (ii) the rule is modified or retained following comments or litigation.
• Review and update risk factor, MD&A, and business section drafting guidance to ensure that material climate‑related risks and opportunities continue to be addressed under general disclosure standards even if specialized climate items are removed.
• Engage external counsel and proxy‑advisory or ESG stakeholders to assess how reduced prescriptive SEC climate requirements will interact with EU, UK and state‑level climate disclosure regimes, and align internal reporting processes to meet the most stringent applicable framework.

What changed

• - The SEC proposes to rescind the 2024–2025 climate‑related disclosure rules that mandated detailed climate information in Securities Act registration statements and Exchange Act annual reports,...
• The proposal would remove line‑item requirements for climate‑related governance and oversight by the board and management that had been added to Regulation S‑K and related forms.
• The proposal would eliminate prescriptive disclosure of climate‑related risks over specified time horizons (short, medium, long term) and their impacts on strategy, business model, and outlook that...
• The proposal would rescind obligations to provide certain climate‑related financial metrics in audited financial statements, including disaggregation of climate‑related impacts in footnotes, thereby...
• The proposal would eliminate any mandatory greenhouse gas (GHG) emissions disclosures that were part of the climate rules, including Scopes that were required for large filers, returning GHG...

Key dates

TBD 2026

– Federal Register publication of the SEC proposing release “SEC Proposes Transformative Reforms to Help Public Companies Conduct Registered Offerings and Simplify Reporting Requirements,” starting the formal comment period

TBD 2026 Deadline

– End of SEC comment period (typically 30–60 days after Federal Register publication; exact deadline to be confirmed in the notice)

TBD (est. late 2026 or 2027)

– Potential adoption of final rules by the SEC, following review of comment letters

TBD (effective date)

– Final rules become effective on a date specified in the adopting release (often 30–60 days after Federal Register publication of the final rules)

TBD (compliance date / transition period) Deadline

– Staggered or delayed compliance dates for specific form and disclosure changes, expected to give registrants time to update registration statements, shelf programs, and periodic reporting templates

Suggested considerations

• Monitor the Federal Register and SEC website for the full proposing release text and the precise comment deadline for this rulemaking.
• Coordinate among legal, finance, and investor relations teams to prepare and submit a comment letter to the SEC addressing practical implications of the proposed offering and reporting reforms for your issuer, including any concerns about liability, operational feasibility, and investor impact.
• Inventory all existing shelf registration statements (including automatic shelves), universal shelves, and continuous‑offering programs and identify where proposed changes to shelf mechanics, incorporation by reference, or prospectus updating could affect structure, timing, or disclosure.
• Review current offering communication practices, including use of free writing prospectuses, roadshow materials, and research reports, and map them against the proposed expanded communications safe harbors to determine what additional flexibilities could be used in future offerings.
• Assess your firm’s use of Exchange Act reports incorporated by reference into Securities Act registration statements and plan to revise drafting and review procedures to take advantage of streamlined incorporation while managing Securities Act liability for incorporated information.

What changed

• *(Based on the SEC’s description and consistent with prior offering‑reform initiatives; specific rule and form cites will need to be confirmed against the proposing release once reviewed in full.)*
• The SEC proposes to modernize the shelf registration process for Form S‑3 and F‑3 issuers, including expanded use of automatic or “universal” shelves and greater flexibility to add classes of...
• The proposal would streamline incorporation by reference, allowing more categories of Exchange Act reports and exhibits to be incorporated into Securities Act registration statements and prospectuses...
• The SEC proposes to expand the use of “access equals delivery” for final prospectuses, permitting issuers in additional circumstances to satisfy Securities Act Section 5(b)(2) delivery requirements...
• The reforms would broaden the range of permissible communications in connection with registered offerings, including issuer and underwriter use of certain factual and forward‑looking information,...

Key dates

Nov. 17, 2027 Deadline

Extended compliance date for Names Rule-related Form N-PORT reporting (fund groups ≥$10B AUM); ; related relief via separate SEC action

May 18, 2028 Deadline

Extended compliance date for Names Rule-related Form N-PORT reporting (fund groups <$10B AUM)

60 days after Federal Register publication (est. mid

2026) - End of public comment period; ; proposing release to be published soon after April 2026 announcement

TBD (post

comment, est. late 2026/early 2027) - Adoption of final amendments; , subject to notice-and-comment revisions

Suggested considerations

• Review Proposal: Download full proposing release post-Federal Register publication; assess current Form PF processes against proposed simplifications (e.g., audit AUM calculations, exposure schedules).
• Submit Comments: File detailed feedback by comment deadline, focusing on burden estimates, implementation feasibility, and alternatives (e.g., via SEC's online portal); prioritize if your firm files quarterly/detailed sections.
• Update Systems: Map current reporting workflows to proposed changes; pilot simplified data pulls for inflows, performance, and structures; prepare for potential transition rules if adopted.
• Monitor Extensions: Track related no-action relief (e.g., CFTC Letter 25-50 for interim burden reduction) and Form N-PORT extensions.
• Internal Training: Educate compliance teams on threshold changes and event reporting tweaks to avoid over-reporting during transition.

What changed

• - Streamlined Reporting Items: Amendments propose removing or simplifying certain Form PF fields, such as reducing detailed breakdowns of investment exposures, counterparty data, and performance...
• Adjusted Filing Thresholds: Raise thresholds for "large hedge fund advisers" and "large private equity advisers" (e.g., from $1.5B to potentially higher AUM levels for certain funds), limiting who...
• Simplified Calculations: Eliminate complex aggregation rules for master-feeder/parallel structures, revert to prior methods for inflows/outflows and AUM (e.g., no double-counting exclusions for...
• Event Reporting Relief: Propose delaying or narrowing 72-hour current event reporting (e.g., for large hedge funds under new Section 6), responding to burden complaints from 2024 amendments. These...

Key dates

TBD (post

Federal Register publication) - Proposed comment period closes; SEC seeks input on amendments.; (Inferred from "consultation" type; exact date not in summary.) https://www.sec.gov/newsroom/press-releases/2026-28-sec-proposes-amendments-exchange-act-rule-15c2-11

Suggested considerations

• Review processes: Broker-dealers must verify current issuer info (financials for last 2 years, filings) is publicly available (EDGAR/website) before quoting; annual checks for Phase 3 fixed income.
• Exception compliance: Limit piggyback to priced quotes, avoid 60-day post-suspension, cap shell quoting at 18 months.
• Systems updates: Implement OTC quote surveillance for fixed income/private securities; document reviews.
• Issuer coordination: OTC issuers ensure info on EDGAR/website; monitor no-action phases.
• Comment submission: Firms respond to proposal via SEC portal during consultation.

What changed

Rule 15c2-11 requires broker-dealers to review current, publicly available issuer information (e.g., via EDGAR or issuer websites) before publishing or submitting quotations for OTC securities, with exceptions like piggybacking limited to scenarios with one-way priced quotes, post-trading suspension restrictions (60 days), and time-bound quoting for shell companies (18 months).

Key dates

January 7, 2026

- SEC issues proposal and press release

60 days after Federal Register publication

- Public comment period closes (publication expected shortly after January 7; exact date TBD, likely March 2026 based on estimates)

No stated adoption date

- Typically at least one year post-comment period under normal processes

Every 10 years post

adoption; - Inflation adjustments to thresholds via SEC order

Suggested considerations

• Submit public comments by the deadline to influence thresholds, alternatives (e.g., client types, headcount), or exclusions (e.g., funds advised by small RIAs).
• Monitor Federal Register for exact publication and comment instructions; review proposed rule and fact sheet on SEC site (https://www.sec.gov/rules-regulations/2026/01/s7-2026-01).
• Assess internal status: Calculate current RAUM/net assets against new thresholds to anticipate RFA benefits in upcoming rulemakings.
• No immediate compliance changes, as this affects SEC rulemaking process only; prepare for potential indirect impacts via future rules.

What changed

• - Raise the RAUM threshold for RIAs to qualify as small entities from $25 million to $1 billion, with conforming changes for control affiliates.
• Increase the net asset threshold for investment companies from $50 million to $10 billion.
• Update aggregation of related funds from "group of related investment companies" to "family of investment companies" as defined in Form N-CEN for easier identification.
• Introduce inflation adjustments to thresholds every 10 years via SEC order, without formal rulemaking.
• Make corresponding amendments to Form ADV and rules on continuing hardship exemptions for electronic filing.