A Significant Shift: Asset Manager Perspectives on the SEC’s Spring 2025 RegFlex Agenda

Key Takeaways:

• The SEC's Spring 2025 RegFlex Agenda represents a significant shift in the Commission's priorities following the change in administration, with direct implications for the asset management industry.
• Establishing a clear regulatory framework for digital assets and promoting capital formation are major areas of rulemaking focus that will affect how asset managers serve their clients.
• The Commission is expected to pursue reforms to streamline regulatory burdens and shareholder processes, with potential benefits for funds, advisers, and investors.

On September 4^th, the Office of Information and Regulatory Affairs (OIRA) published its semi-annual Unified Agenda, which includes the SEC's Spring 2025 "RegFlex" Agenda.¹ The Spring 2025 Agenda represents a significant shift in policy direction for the SEC, as it provides the clearest indication to date of the SEC's rulemaking priorities following the change in administration. For asset managers - who play a critical role in channeling capital to companies and providing opportunities for millions of Americans - these shifts warrant close attention.

A few procedural caveats are worth noting. First, the RegFlex Agenda reflects only the priorities of the SEC Chair and not necessarily those of the full Commission or individual Commissioners. Second, the deadline for agency submissions to OIRA coincided with Chairman Atkins' swearing-in on April 21^st, creating some uncertainty over the extent to which the Agenda reflects his priorities. Finally, because the items were submitted in April, SEC priorities may have evolved in the months since.

In any case, the Spring 2025 Agenda provides a glimpse into possible rulemaking activity and where the Commission may focus its attention.

The following highlights some notable elements of the Agenda and potential implications for asset managers and the broader capital markets:

Withdrawal of Gensler-Era Proposals

The Spring 2025 Agenda reflects a substantially different regulatory environment compared with the Fall 2024 Agenda. Most notably, several proposals originally published during Chair Gensler's tenure have been withdrawn. On June 12^th, the SEC formally withdrew fourteen proposed rules published between March 2022 and November 2023,² each of which had been on the Fall 2024 Agenda.

For asset managers, the withdrawal of these proposals - many of which touched on disclosure, governance, and trading practices - signals a pause in what had been a rapid expansion of compliance obligations. If the SEC revisits these topics, it has indicated it will do so through new rulemaking proposals.

The Spring 2025 Agenda also no longer includes several topics that were previously listed under the "pre-rule" stage in the Fall 2024 Agenda.³

Revisiting Recent Regulatory Topics

The Spring 2025 Agenda also contains several new rulemaking proposals addressing recently considered topics that are central to the asset management industry:

• Custody: A new rulemaking item for "Amendments to the Custody Rules" is intended to "improve and modernize the regulations around the custody of advisory client and fund assets, including to address in each case crypto assets."⁴ This indicates a renewed focus on custody following the withdrawal of the 2023 Safeguarding Proposal. For asset managers, custody rules are foundational to investor protection and day-to-day operations, particularly as managers explore digital asset strategies.
• Dealer Definition: A new item regarding amendments to the scope of, and exceptions from, the term "dealer" indicates the Commission may seek to resolve remaining ambiguities, consistent with its Exchange Act authority.⁵ Asset managers that engage in portfolio trading strategies or market-making-like activities could be affected depending on how the definition evolves.
• Reg ATS: A new rulemaking item for "Enhanced Oversight for U.S. Government Securities Traded on Alternative Trading Systems" suggests targeted changes that could alter fixed income trading venues relied upon by managers for liquidity and execution.⁶
• N-PORT: In August 2024, the Commission adopted amendments to Form N-PORT requiring more frequent disclosures of fund portfolio information in shorter timeframes.⁷ The Spring 2025 Agenda signals possible recalibration of these requirements, which asset managers have flagged as burdensome without clear benefit to investors.

Digital Assets

In addition to referencing crypto assets in the context of fund and adviser custody, the Agenda lists "Crypto Assets" and "Crypto Market Structure Amendments" as rulemaking topics. Their inclusion is consistent with the SEC's stated objective of developing a "comprehensive and clear regulatory framework for crypto assets."⁸

For asset managers, this rulemaking could determine the extent to which digital assets may be incorporated into investment strategies. In May, SIFMA and SIFMA AMG submitted joint comments to the SEC's Crypto Task Force regarding digital asset security status, custody considerations, and tokenization - all critical considerations for funds and advisers.

Capital Formation and Private Markets

The Agenda includes "Updating the Exempt Offering Pathways" to "facilitate capital formation and simplify the pathways for raising capital for, and investor access to, private businesses."⁹ Asset managers are uniquely positioned to serve as intermediaries between private businesses seeking capital and investors saving for retirement. During his tenure as Acting Chair, Commissioner Uyeda highlighted several potential reforms designed to improve retail investor access to private markets, including potential amendments to the accredited investor definition and reforms permitting greater retail investor participation in private funds.¹⁰ In April, SIFMA AMG shared several recommendations with SEC staff designed to enhance retail investor access to private markets while preserving critical investor protections.

Cross Trading

The Agenda lists "Amendments to Rule 17a-7 Under the Investment Company Act" 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".¹¹ Under the current SEC regulatory framework, cross trading in fixed income instruments is effectively prohibited. Efforts to modernize Rule 17a-7 may involve expanding the applicability of the exemptions under the Rule to cover fixed income instruments, among other changes.

Shareholder Proposal Modernization

Another notable addition is a potential rulemaking on "Shareholder Proposal Modernization" intended 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."¹²

In public statements, Chairman Atkins has expressed concerns regarding the volume of shareholder proposals,¹³ describing the current shareholder proposal process under Rule 14a-8 as a possible factor discouraging private companies from going public. For asset managers, who act as fiduciaries in proxy voting on behalf of millions of investors, reforms in this area could affect both stewardship responsibilities and corporate governance outcomes.

Conclusion

The Spring 2025 RegFlex Agenda provides an informative view of the SEC's priorities under new leadership. While the details of future rulemaking proposals remain to be seen, many of the potential reforms have direct consequences for asset managers, who must balance regulatory obligations with delivering value for investors, as well as for the broader capital markets. SIFMA AMG will continue to provide feedback to the Commission on behalf of our members ensuring that the asset management industry's perspectives are well represented as new rulemakings are published.

Author

Lindsey Keljo is Managing Director and Associate General Counsel, Head of Asset Management Group, SIFMA

Footnotes

1. Agency Rule List - Spring 2025, Securities and Exchange Commission https://www.reginfo.gov/public/do/eAgendaMain?operation=OPERATION_GET_AGENCY_RULE_LIST&currentPub=true&agencyCode=&showStage=active&agencyCd=3235. [↩]
2. SEC Withdrawal of Proposed Regulatory Actions, 90 F.R. 25531 (Jun. 17, 2025), https://www.govinfo.gov/content/pkg/FR-2025-06-17/pdf/2025-11110.pdf. [↩]
3. "Pre-rule" agenda items that have been removed include including Corporate Board Diversity, Disclosure of Payments by Resource Extraction Issuers, Human Capital Management Disclosure, Regulation D and Form D Improvements, Revisions to Definition of Securities Held of Record, Fund Fee Disclosure and Reform, Exchange-Traded Products, and Regulation ATS Modernization. It is also important to note that though the Spring Agenda lists "Customer Identification Programs for Registered Investment Advisers and Exempt Reporting Advisers" under the "Final Rule Stage", in July, the Department of the Treasury announced that FinCEN intends to re-visit the joint proposed rule with the SEC, likely delaying any near-term rulemaking action related to this joint proposal; Treasury Announces Postponement and Reopening of Investment Adviser Rule, (Jul. 21, 2025) https://home.treasury.gov/news/press-releases/sb0201. [↩]
4. SEC Spring 2025 RegFlex Agenda, Amendments to the Custody Rules, https://www.reginfo.gov/public/do/eAgendaViewRule?pubId=202504&RIN=3235-AN46 [↩]
5. SEC Spring 2025 RegFlex Agenda, Definition of Dealer, https://www.reginfo.gov/public/do/eAgendaViewRule?pubId=202504&RIN=3235-AN51. [↩]
6. SEC Spring 2025 RegFlex Agenda, Enhanced Oversight for U.S. Government Securities Traded on Alternative Trading Systems, https://www.reginfo.gov/public/do/eAgendaViewRule?pubId=202504&RIN=3235-AN53. [↩]
7. Form N-PORT and Form N-CEN Reporting; Guidance on Open-End Fund Liquidity Risk Management Programs, 89 F.R. 73764 (Sep. 11, 2024), https://www.govinfo.gov/content/pkg/FR-2024-09-11/pdf/2024-19819.pdf. [↩]
8. See SEC Crypto 2.0: Acting Chairman Uyeda Announces Formation of New Crypto Task Force (Jan. 21, 2025), https://www.sec.gov/newsroom/press-releases/2025-30; There Must Be Some Way Out of Here, Commissioner Hester M. Peirce (Feb. 21, 2025), https://www.sec.gov/newsroom/speeches-statements/peirce-statement-rfi-022125; [8] SEC Crypto Task Force to Host Four More Roundtables (May 9, 2025), https://www.sec.gov/newsroom/press-releases/2025-57. [↩]
9. SEC Spring 2025 RegFlex Agenda, Updating the Exempt Offering Pathways, https://www.reginfo.gov/public/do/eAgendaViewRule?pubId=202504&RIN=3235-AN42.[↩]
10. See Remarks at the Florida Bar's 41st Annual Federal Securities Institute and M&A Conference, Commissioner Mark T. Uyeda (Feb. 24, 2025), https://www.sec.gov/newsroom/speeches-statements/uyeda-remarks-florida-bar-022425. [↩]
11. SEC Spring 2025 RegFlex Agenda, Amendments to Rule 17a-7 Under the Investment Company Act, https://www.reginfo.gov/public/do/eAgendaViewRule?pubId=202504&RIN=3235-AN45. [↩]
12. SEC Spring 2025 RegFlex Agenda, Shareholder Proposal Modernization, https://www.reginfo.gov/public/do/eAgendaViewRule?pubId=202504&RIN=3235-AN47 [↩]
13. SEC Chairman Atkins Comments on FOX Business (Jun. 20, 2025), 7:30-10:42, https://www.foxbusiness.com/video/6374616603112. [↩]

Related Resources

• SIFMA Letter

  Request for Comment on Statement by Commissioner Hester M. Peirce Re: Crypto RFI

• SIFMA AMG Letter

  SIFMA AMG Recommendations on Private Markets Regulatory Reforms

• SEC's Spring 2025 "RegFlex" Agenda