SEC and CFTC Rulemaking Agendas

The Office of Information and Regulatory Affairs released the Spring 2025 Unified Agenda of Regulatory and Deregulatory Actions on September 4, 2025. The agenda includes regulatory actions that the Securities and Exchange Commission (SEC) and Commodity Futures Trading Commission (CFTC) expect to take between now and April 2026.[1] In a statement, SEC Chairman Paul Atkins described the items on the SEC's agenda as representing "the [SEC's] renewed focus on supporting innovation, capital formation, market efficiency, and investor protection." He stated that "clear rules" relating to the issuance, custody, and trading of crypto assets are "[a] key priority for my Chairmanship." The statement concludes: "Importantly, the agenda reflects our withdrawal of a host of items from the last Administration that do not align with the goal that regulation should be smart, effective, and appropriately tailored within the confines of our statutory authority."[2]

Elements of the SEC and CFTC agendas that may affect investment companies or investment advisers are summarized below.

Securities and Exchange Commission

Prerule Stage

Foreign Private Issuer Eligibility. The Division of Corporation Finance is considering recommending that the SEC seek public comment on the definition of a foreign private issuer (FPI), to account for developments within the FPI population since the SEC last conducted a broad review of reporting FPIs and the eligibility criteria for FPI status.[3]

Asset-Backed Securities Registration and Disclosure Enhancements. The Division of Corporation Finance is considering recommending that the SEC seek public comment on potential regulatory changes to facilitate registered offerings of asset-backed securities, including mortgage-backed securities, and other improvements to the securitization markets.

Evaluating the Continued Effectiveness of the Consolidated Audit Trail. The Division of Trading and Markets is considering recommending that the SEC invite public comment to inform a comprehensive rethink of the Consolidated Audit Trail (CAT), including its design and functionality and the scope of collected information, to assess potential modifications to CAT to address ongoing cost and data security concerns while supporting clearly defined regulatory objectives.

Rule Proposals Expected by October 2025

Updates to "Small Entity" Definitions for Purposes of the Regulatory Flexibility Act. Staff are considering recommending that the SEC propose amendments to update its definitions of "small entity" for purposes of the Regulatory Flexibility Act. In particular, the Division of Investment Management is considering recommending that the SEC propose amendments to Rule 0-7 under the Investment Advisers Act of 1940 and Rule 0-10 under the Investment Company Act of 1940 to increase the asset-based thresholds used in the definitions of "small business" and "small organization" for purposes of the Regulatory Flexibility Act along with corresponding amendments to Form ADV.

Rule Proposals Expected by April 2026

Amendments to Form N-PORT. The Division of Investment Management is considering recommending that the SEC propose amendments to Form N-PORT, the form on which many registered investment companies report certain portfolio-related information, to address identified disclosure burdens.

Amendments to Rule 17a-7 Under the Investment Company Act. The Division of Investment Management is considering recommending that the SEC propose amendments to Rule 17a-7 under the Investment Company Act of 1940 to modernize the conditions for and expand the availability of the exemption of certain purchase or sale transactions between an investment company and certain affiliated persons.

Amendments to the Custody Rules. The Division of Investment Management is considering recommending that the SEC propose amendments to existing rules and/or propose new rules under the Investment Advisers Act of 1940 and the Investment Company Act of 1940 to improve and modernize the regulations around the custody of advisory client and fund assets, including to address in each case crypto assets.

Rule 144 Safe Harbor. The Division of Corporation Finance is considering recommending that the SEC repropose amendments to Rule 144, a non-exclusive safe harbor that permits the public resale of restricted or control securities if the conditions of the rule are met, to increase instances in which the safe harbor would be available.

Crypto Assets. The Division of Corporation Finance is considering recommending that the SEC propose rules relating to the offer and sale of crypto assets, potentially to include certain exemptions and safe harbors, to help clarify the regulatory framework for crypto assets and provide greater certainty to the market.

Shelf Registration Modernization. The Division of Corporation Finance is considering recommending that the SEC propose rule amendments to modernize the shelf registration process to reduce compliance burdens and further facilitate capital formation.

Updating the Exempt Offering Pathways. The Division of Corporation Finance is considering recommending that the SEC propose rule amendments to facilitate capital formation and simplify the pathways for raising capital for, and investor access to, private businesses.

Rationalization of Disclosure Practices. The Division of Corporation Finance is considering recommending that the SEC propose rule amendments to rationalize disclosure practices to facilitate material disclosure by companies and shareholders' access to that information.

Shareholder Proposal Modernization. The Division of Corporation Finance is considering recommending that the SEC propose rule amendments to modernize the requirements of Exchange Act Rule 14a-8 to reduce compliance burdens for registrants and account for developments since the rule was last amended.

Transfer Agents. The Division of Trading and Markets is considering recommending that the SEC propose updates and refinements to modernize its existing regulatory regime for transfer agents, including rules relating to crypto assets and the use of distributed ledger technology by transfer agents.

Publication or Submission of Quotations Without Specified Information. The Division of Trading and Markets is considering recommending that the SEC amend Rule 15c2-11, which governs the publication of quotations for over-the-counter securities, to exclude certain types of securities.

Crypto Market Structure Amendments. The Division of Trading and Markets is considering recommending that the SEC amend Exchange Act Rules to account for the trading of crypto assets on alternative trading systems and national securities exchanges.

Trade-Through Rule. The Division of Trading and Markets is considering recommending that the SEC propose amendments to Rule 611 of Regulation NMS.

Definition of Dealer. The Division of Trading and Markets is considering recommending that the SEC propose amendments regarding the scope of, and exceptions from, the term "dealer."

Enhanced Oversight for US Government Securities Traded on Alternative Trading Systems. The Division of Trading and Markets is considering recommending that the SEC propose targeted amendments designed to enhance transparency and regulatory oversight with respect to US government securities, as well as repurchase and reverse repurchase agreements on US government securities, traded on alternative trading systems in order to further support investor protection and the operation of fair and orderly markets.

Final Rule Expected by December 2025

Financial Data Transparency Act Joint Data Standards. The Office of the Comptroller of the Currency, Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, National Credit Union Administration, Consumer Financial Protection Bureau, Federal Housing Finance Agency, Commodity Futures Trading Commission, Securities and Exchange Commission, and Department of the Treasury invited public comment on a proposed rule to establish data standards to promote interoperability of financial regulatory data across these agencies. Final standards established pursuant to this rulemaking will later be adopted for certain collections of information in separate rulemakings by the agencies or through other actions taken by the agencies. The agencies proposed this rule as required by the Financial Data Transparency Act of 2022.

Final Rule Expected by April 2026

Customer Identification Programs for Registered Investment Advisers and Exempt Reporting Advisers. The Division of Investment Management is considering recommending that the SEC, jointly with the Department of the Treasury, issue a final rule implementing section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 with regard to certain investment advisers that, among other things, requires those investment advisers, as financial institutions under the Bank Secrecy Act, to implement reasonable procedures to verify the identities of their customers.

Commodity Futures Trading Commission

Prerule Stage

Definition of "Small Entity" for Purposes of the Regulatory Flexibility Act. The CFTC is proposing updates to the definition of small entity for purposes of the Regulatory Flexibility Act with respect to the major categories of entities within the CFTC's jurisdiction. The CFTC will provide interested persons an opportunity to submit their views with respect to the proposed policy statement.

Rule Proposal Expected by October 2025

Amendment to the Made Available to Trade Process. Staff expects to recommend that the CFTC propose amendments to the Made Available to Trade process to determine swaps that have been made available to trade and are therefore subject to the trade execution requirement.

Rule Proposals Expected by December 2025

Operational Resilience Framework for Certain Commission Registrants. The CFTC has proposed a rule requiring certain registrants to establish and maintain an operational resilience framework that includes a cybersecurity program, third party relationship program, and business continuity program. The proposed rule needs to be revised before finalization to minimize duplicative, conflicting, or overly burdensome regulatory requirements.

Compliance Requirements for Commodity Pool Operators on Form CPO-PQR. Staff is considering recommending that the CFTC amend certain compliance requirements for commodity pool operators on Form CPO-PQR to revalidate and narrow certain entities from the "hedge fund" definition and reporting.

Commodity Pool Operator Exemptions for Mutual Funds. Staff is considering recommending that the CFTC rescind certain registration requirements for mutual funds required to be registered with the CFTC.

Final Rule Expected by December 2025

Margin Requirements for Uncleared Swaps for Swap Dealers and Major Swap Participants. On July 26, 2023, the CFTC approved a notice of proposed rulemaking that proposed amendments to the regulations governing uncleared swaps for swap dealers and major swap participants for which there is not a prudential regulator. These proposed amendments would revise the definition of margin affiliate to provide that certain collective investment vehicles that receive a portion or all of their initial equity investment from a sponsoring entity would be deemed not to have any margin affiliates for the purposes of calculating certain thresholds that trigger the requirements to exchange initial margin (IM), effectively relieving swap dealers and major swap participants from posting and collecting IM with certain eligible seeded funds for a limited, three-year period. The amendments would also include a proposal to eliminate a provision disqualifying the securities issued by certain pooled investment funds that transfer their assets through securities lending, securities borrowing, repurchase agreements, reverse repurchase agreements, and similar arrangements from being used as eligible IM collateral. In addition, the amendments would codify a staff interpretive letter regarding margin. Finally, the CFTC included a proposed technical amendment to the haircut schedule set forth in Regulation 23.156(a)(3)(i)(B) to add a footnote that was inadvertently omitted when the rule was originally promulgated.
 

Rachel H. Graham
Associate General Counsel & Corporate Secretary

Notes

[1] The SEC's short-term regulatory agenda indicates anticipated timeframes for action. The timing of actual publication of releases, however, may vary.

There are two proposals that may affect investment companies or investment advisers on the SEC's long-term regulatory agenda with no date for expected next action. Those proposals are: Credit Rating Agencies—Conflicts of Interest and Transparency; and Incentive-Based Compensation Arrangements.

The CFTC's short-term regulatory agenda can be accessed here.

[2] Chairman Atkins' statement can be accessed here. Among the more significant recent proposals affecting funds and advisers that the SEC formally withdrew in June were: cybersecurity risk management for investment advisers and funds; ESG disclosures for certain funds and advisers; safeguarding advisory client assets; outsourcing by advisers; and conflicts of interest associated with predictive data analytics by broker-dealers and advisers.

[3] An advance notice of proposed rulemaking was published on June 9, 2025 at 90 FR 24232. ICI and SIFMA AMG filed a joint comment letter on September 5, 2025.