On September 20, 2023, the SEC voted 4 to 1 (Commissioner Uyeda dissenting) to adopt amendments (the “Final Amendments”) to Rule 35d-1 (the “Names Rule”) under the Investment Company Act of 1940. The Names Rule, which was originally adopted in 2001, is designed to prevent the name of a registered investment company or business development company (“BDC” and, together, a “fund”) from misrepresenting the fund’s investments and risks. The Final Amendments, the first SEC rulemaking addressing fund names that refer to environmental, social or governance (“ESG”) criteria to be finalized, significantly expand the scope of the Names Rule, raise many interpretive issues as to whether a certain name conveys an investment strategy, focus or theme, and will impose substantial compliance costs, including from additional reporting obligations, on funds.