Form N-PORT and Form N-CEN Reporting; Guidance on Open-End Fund Liquidity Risk Management Programs

<RULE> SECURITIES AND EXCHANGE COMMISSION <CFR>17 CFR Parts 270 and 274</CFR> <DEPDOC>[Release No. IC-35308; File No. S7-26-22]</DEPDOC> <RIN>RIN 3235-AM98</RIN> <SUBJECT>Form N-PORT and Form N-CEN Reporting; Guidance on Open-End Fund Liquidity Risk Management Programs</SUBJECT> <HD SOURCE="HED">AGENCY:</HD> Securities and Exchange Commission. <HD SOURCE="HED">ACTION:</HD> Final rule; guidance. <SUM> <HD SOURCE="HED">SUMMARY:</HD> The Securities and Exchange Commission (“Commission”) is adopting amendments to reporting requirements on Forms N-PORT and N-CEN that apply to certain registered investment companies, including registered open-end funds, registered closed-end funds, and unit investment trusts. The amendments will require more frequent reporting of monthly portfolio holdings and related information to the Commission and the public, amend certain reporting requirements relating to entity identifiers, and require open-end funds to report information about service providers used to comply with liquidity risk management program requirements. In addition, the Commission is providing guidance related to open-end fund liquidity risk management program requirements. </SUM> <EFFDATE> <HD SOURCE="HED">DATES:</HD> <E T="03">Effective dates:</E> The amendments to Forms N-PORT and N-CEN, and amendatory instruction 2 to 17 CFR 270.30b1-9, are effective November 17, 2025. Amendatory instruction 3 to 17 CFR 270.30b1-9 is effective May 18, 2026. <E T="03">Compliance dates:</E> The applicable compliance dates are discussed in section II.E. </EFFDATE> <FURINF> <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD> Susan Ali, Counsel; Alexis Hassell, Senior Counsel; Frank Buda or Angela Mokodean, Senior Special Counsels; or Brian M. Johnson, Assistant Director at (202) 551-6792, Investment Company Regulation Office, Division of Investment Management, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-8549. </FURINF> <SUPLINF> <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD> The Commission is adopting amendments to the following rules and forms: <GPOTABLE COLS="2" OPTS="L2,nj,tp0,i1" CDEF="s200,r100"> <TTITLE> </TTITLE> <CHED H="1">Commission reference</CHED> Investment Company Act of 1940 (“Act” or “Investment Company Act”)  <SU>1</SU> </ENT> </ROW> <ROW> <ENT I="03">Rule 30b1-9</ENT> <ENT>§ 270.30b1-9.</ENT> </ROW> <ROW> <ENT I="03">Form N-PORT</ENT> <ENT>§ 274.150.</ENT> </ROW> <ROW> <ENT I="03">Form N-CEN</ENT> <ENT>§ 274.101.</ENT> </ROW> <TNOTE> <SU>1</SU>  15 U.S.C. 80a-1 <E T="03">et seq.</E> Unless otherwise noted, all references to statutory sections are to the Investment Company Act, and all references to rules under the Investment Company Act are to title 17, part 270 of the Code of Federal Regulations [17 CFR part 270]. </TNOTE> </GPOTABLE> <HD SOURCE="HD1">Table of Contents</HD> <GPOTABLE COLS="2" OPTS="L0,nj,tp0,p1,8/9,g1,t1,i1" CDEF="s200,8"> <TTITLE> </TTITLE> <CHED H="1"> </CHED> <CHED H="1"> </CHED> <ROW> <ENT I="01">I. Introduction </ENT> <ENT>3</ENT> </ROW> <ROW> <ENT I="01">II. Discussion </ENT> <ENT>13</ENT> </ROW> <ROW> <ENT I="03">A. Amendments to Form N-PORT </ENT> <ENT>13</ENT> </ROW> <ROW> <ENT I="05">1. Filing Frequency </ENT> <ENT>13</ENT> </ROW> <ROW> <ENT I="05">2. Publication Frequency </ENT> <ENT>32</ENT> </ROW> <ROW> <ENT I="05">3. Other Amendments to Form N-PORT </ENT> <ENT>42</ENT> </ROW> <ROW> <ENT I="03">B. Amendments to Form N-CEN </ENT> <ENT>47</ENT> </ROW> <ROW> <ENT I="03">C. Guidance on Open-End Fund Liquidity Risk Management Program Requirements </ENT> <ENT>48</ENT> </ROW> <ROW> <ENT I="03">D. Technical and Conforming Amendments </ENT> <ENT>57</ENT> </ROW> <ROW> <ENT I="03">E. Transition Periods </ENT> <ENT>57</ENT> </ROW> <ROW> <ENT I="01">III. Other Matters </ENT> <ENT>62</ENT> </ROW> <ROW> <ENT I="01">IV. Economic Analysis </ENT> <ENT>63</ENT> </ROW> <ROW> <ENT I="03">A. Introduction </ENT> <ENT>63</ENT> </ROW> <ROW> <ENT I="03">B. Baseline </ENT> <ENT>65</ENT> </ROW> <ROW> <ENT I="05">1. Regulatory Baseline </ENT> <ENT>65</ENT> </ROW> <ROW> <ENT I="05">2. Affected Entities </ENT> <ENT>69</ENT> </ROW> <ROW> <ENT I="03">C. Benefits and Costs of the Amendments </ENT> <ENT>72</ENT> </ROW> <ROW> <ENT I="05">1. Form N-PORT Filing Frequency </ENT> <ENT>72</ENT> </ROW> <ROW> <ENT I="05">2. Form N-PORT Publication Frequency </ENT> <ENT>80</ENT> </ROW> <ROW> <ENT I="05">3. Amendments to Form N-CEN </ENT> <ENT>89</ENT> </ROW> <ROW> <ENT I="05">4. Entity Identifiers </ENT> <ENT>90</ENT> </ROW> <ROW> <ENT I="05">5. Other Compliance Costs </ENT> <ENT>90</ENT> </ROW> <ROW> <ENT I="03">D. Effects on Efficiency, Competition, and Capital Formation </ENT> <ENT>92</ENT> </ROW> <ROW> <ENT I="05">1. Efficiency </ENT> <ENT>92</ENT> </ROW> <ROW> <ENT I="05">2. Competition </ENT> <ENT>93</ENT> </ROW> <ROW> <ENT I="05">3. Capital Formation </ENT> <ENT>95</ENT> </ROW> <ROW> <ENT I="03">E. Alternatives </ENT> <ENT>96</ENT> </ROW> <ROW> <ENT I="05">1. Form N-PORT Filing Frequency </ENT> <ENT>96</ENT> </ROW> <ROW> <ENT I="05">2. Form N-PORT Publication Frequency </ENT> <ENT>97</ENT> </ROW> <ROW> <ENT I="05">3. Other Alternatives </ENT> <ENT>98</ENT> </ROW> <ROW> <ENT I="01">V. Paperwork Reduction Act </ENT> <ENT>99</ENT> </ROW> <ROW> <ENT I="03">A. Introduction </ENT> <ENT>99</ENT> </ROW> <ROW> <ENT I="03">B. Form N-PORT </ENT> <ENT>100</ENT> </ROW> <ROW> <ENT I="03">C. Form N-CEN </ENT> <ENT>106</ENT> </ROW> <ROW> <ENT I="01">VI. Final Regulatory Flexibility Analysis </ENT> <ENT>109</ENT> </ROW> <ROW> <ENT I="03">A. Need for and Objectives of the Rule and Form Amendments </ENT> <ENT>110</ENT> </ROW> <ROW> <ENT I="03">B. Significant Issues Raised by Public Comments </ENT> <ENT>110</ENT> </ROW> <ROW> <ENT I="03">C. Small Entities Subject to Rule Amendments </ENT> <ENT>112</ENT> </ROW> <ROW> <ENT I="03">D. Projected Reporting, Recordkeeping, and Other Compliance Requirements </ENT> <ENT>112</ENT> </ROW> <ROW> <ENT I="03">E. Agency Action To Minimize Effect on Small Entities </ENT> <ENT>114</ENT> </ROW> <ROW> <ENT I="01">Statutory Authority </ENT> <HD SOURCE="HD1">I. Introduction</HD> As the primary regulator of the asset management industry, the Commission utilizes information filed in reports of registered investment companies to, among other things, monitor industry trends, identify risks, inform policy and rulemaking, and assist Commission staff in examination and enforcement efforts. For a large segment of registered investment companies (“funds”), reports on Form N-PORT are an important source of information for the Commission and its staff. <SU>2</SU> <FTREF/> These reports provide monthly information about a fund's complete portfolio holdings, as well as related information to help assess a fund's risks, including investment risk ( <E T="03">e.g.,</E> interest rate risk, credit risk, and volatility risk), liquidity risk, counterparty risk, and leverage. <FTNT> <SU>2</SU>  In this release, we generally use the term “fund” to refer to registrants that currently are required to report on Form N-PORT, including registered open-end funds, registered closed-end funds, and exchange-traded funds (“ETFs”) organized as unit investment trusts, and excluding money market funds and small business investment companies. In the context of discussing Form N-CEN, the term “fund” generally refers to registrants that currently are required to report on Form N-CEN, which in addition to the registrants that are required to report on Form N-PORT include money market funds, small business investment companies, and registered unit investment trusts. </FTNT> Separate from the Commission's use of Form N-PORT information, investors also benefit from information about a fund's portfolio holdings to make more informed investment decisions. For instance, portfolio holding information can help investors assess the extent to which their funds have portfolios that overlap, as well as how funds comply with their investment objectives or deviate from those objectives. Investors may benefit from third-party analysis of the information, such as analysis by data aggregators, broker-dealers, investment advisers, and others that provide investment information to fund investors and assist investors in selecting fund investments. Some investors, and particularly institutional investors, may use portfolio holding information directly. We have observed that many funds voluntarily disclose their monthly portfolio holdings on their websites or through third party data aggregators, making additional portfolio information available to assist investors with their investment decisions. However, practices vary, and some funds disclose only quarterly information about portfolio holdings. Furthermore, the portfolio holdings information funds voluntarily disclose is not provided in a standardized format that facilitates efficient analysis and is sometimes available only for a fee, and may not include information that Form N-PORT reports include, such as information to help assess a fund's risks like interest rate risk, credit risk, and counterparty risk. After considering comments as discussed below, the Commission is adopting amendments to Form N-PORT to provide the Commission and the public with timelier information about funds' portfolio investments and, in turn, improve transparency and facilitate better monitoring of these funds. The final amendments will require funds to file Form N-PORT reports for a given month within 30 days of the end of that month. This change will increase the timeliness of the information we receive, which will promote more effective regulatory monitoring and oversight of the fund industry for the benefit of fund investors ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 308k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━