Vedder Price

Vedder Thinking | Articles Regulatory Agenda Highlights Potential and Pending SEC Rulemaking Topics


Reader View

On January 4, 2023, the Office of Information and Regulatory Affairs—part of the Office of Management and Budget, within the Executive Office released the latest Unified Agenda of Regulatory and Deregulatory Actions, reporting on potential rulemaking topics that administrative agencies, including the SEC, will consider in the short and long term. These topics include several areas of interest to funds, advisers and financial institutions. The topics are categorized in one of three rulemaking stages: proposed rule, final rule and long-term actions.

Proposed Rule Stage. Matters identified in the proposed rule stage include the following:

  • digital engagement practices for investment advisers and broker-dealers—rules related to use of predictive data analytics, differential marketing and behavioral prompts;
  • the listing and trading of exchange-traded products (ETPs) on national securities exchanges relating to a 2015 SEC request for comment;
  • outsourcing by investment advisers and rules related to advisers’ oversight of third-party service providers;
  • registered investment companies’ fees and fee disclosure—a topic that first appeared in the spring 2022 regulatory agenda but has not yet resulted in any SEC release;
  • open-end fund liquidity and dilution management;
  • custody rules for investment advisers;
  • Regulation D and Form D amendments, including updates to the accredited investor definition; and
  • registrant disclosures regarding human capital management.

Final Rule Stage. Matters identified in the final rule stage include the following:

  • shortening the standard settlement cycle;
  • amendments to the definition of dealer;
  • electronic recordkeeping requirements for broker-dealers, security-based swap dealers and major security-based
    swap participants;
  • Form PF and reporting requirements for investment advisers to private funds;
  • investment adviser disclosures and governance relating to cybersecurity risks;
  • rules relating to transparency, conflicts of interest and certain other matters involving private fund advisers, and documentation of adviser compliance reviews;
  • enhanced disclosures by investment advisers and funds about environmental, social and governance (ESG) practices;
  • investment company names rule;
  • money market fund reforms;
  • tailored shareholder reports, treatment of annual prospectus updates for existing investors and improved fee and risk disclosure for mutual funds and ETFs, as well as fee information in investment company advertisements; and
  • enhanced reporting of proxy votes by funds and reporting on executive compensation votes by institutional investment managers.

Long-Term Actions. Matters identified in the “long-term actions” stage of rulemaking include the following:

  • the role of certain third-party service providers and the implications for the asset management industry; and
  • the regulatory regime for transfer agents.

The SEC’s rule list for topics identified in the final rule or proposed rule stage is available here; the “long-term actions” list is available here. SEC Chair Gary Gensler issued a statement  in connection with the release of the regulatory agenda.


John S. Marten


Nathaniel Segal


Jacob C. Tiedt


Elizabeth (Liz) J. Baxter