Form N-PORT and Form N-CEN Reporting; Guidance on Open-End Fund Liquidity Risk Management Programs; Delay of Effective and Compliance Dates

<RULE> SECURITIES AND EXCHANGE COMMISSION <CFR>17 CFR Parts 270 and 274</CFR> <DEPDOC>[Release No. IC-35538; 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; Delay of Effective and Compliance Dates</SUBJECT> <HD SOURCE="HED">AGENCY:</HD> Securities and Exchange Commission. <HD SOURCE="HED">ACTION:</HD> Final rule; delay of effective and compliance dates. <SUM> <HD SOURCE="HED">SUMMARY:</HD> The Securities and Exchange Commission (“Commission”) is delaying the effective date for the amendments to Form N-PORT that were published on September 11, 2024, from November 17, 2025, to November 17, 2027. The Commission is also delaying the effective date of the amendments to the rule under the Investment Company Act of 1940 (“Investment Company Act”) associated with Form N-PORT reporting requirements. In addition, the Commission is delaying the compliance dates for these amendments related to Form N-PORT reporting requirements. The effective and compliance date for the amendments to Form N-CEN contained in the same release published on September 11, 2024, will remain November 17, 2025. </SUM> <EFFDATE> <HD SOURCE="HED">DATES:</HD> <E T="03">Effective dates:</E> As of April 22, 2025, the effective date for the amendments to Form N-PORT and amendatory instruction 2 to 17 CFR 270.30b1-9, published at 89 FR 73764 on September 11, 2024, are delayed to November 17, 2027. As of April 22, 2025, the effective date for amendatory instruction 3 to 17 CFR 270.30b1-9, published at 89 FR 73764 on September 11, 2024, is delayed to May 18, 2028. The effective date for the amendments to Form N-CEN, published at 89 FR 73764 on September 11, 2024, will remain November 17, 2025. <E T="03">Compliance dates:</E> The compliance date for the amendments to Form N-PORT and 17 CFR 270.30b1-9, published at 89 FR 73764 on September 11, 2024, is delayed to November 17, 2027, for fund groups with net assets of $1 billion or more as of the end of their most recent fiscal year end, and to May 18, 2028, for fund groups with less than $1 billion in net assets as of the end of their most recent fiscal year end. </EFFDATE> <FURINF> <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD> Susan Ali, Counsel; Angela Mokodean, Senior Special Counsel; 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 delaying the effective and compliance dates for the Commission's 2024 amendments to Form N-PORT [referenced in 17 CFR 274.150] and 17 CFR 270.30b1-9 (“rule 30b1-9”) under the Investment Company Act. <HD SOURCE="HD1">I. Discussion</HD> On August 28, 2024, the Commission adopted amendments to reporting requirements on Form N-PORT to require more frequent reporting of monthly portfolio holdings and related information to the Commission and the public, and to amend certain reporting requirements relating to entity identifiers. <SU>1</SU> <FTREF/> In the same release, the Commission also adopted amendments to Form N-CEN and provided guidance on liquidity risk management program requirements for open-end funds. <SU>2</SU> <FTREF/> The Commission established a general effective date for the final amendments of November 17, 2025. <SU>3</SU> <FTREF/> <FTNT> <SU>1</SU>  Form N-PORT and Form N-CEN Reporting; Guidance on Open-End Fund Liquidity Risk Management Programs, Investment Company Act Release No. 35308 (Aug. 28, 2024) [89 FR 73764 (Sept. 11, 2024)] (“2024 Adopting Release”), <E T="03">available at https://www.sec.gov/files/rules/final/2024/ic-35308.pdf.</E> </FTNT> <FTNT> <SU>2</SU>  The amendments to Form N-CEN require open-end funds to report information about service providers used to comply with liquidity risk management program requirements and modify certain reporting related to entity identifiers. </FTNT> <FTNT> <SU>3</SU>  Due to the inclusion of a longer compliance period for smaller entities, one aspect of the amendments to rule 30b1-9 had an effective date of May 18, 2026. </FTNT> On January 20, 2025, President Donald J. Trump signed a Presidential Memorandum directing agencies to consider postponing for 60 days from the date of the Presidential Memorandum the effective date for any rules that had been issued but had not yet taken effect for the purpose of reviewing any questions of fact, law, and policy that the rules may raise and, as appropriate and consistent with applicable law, and where necessary to continue to review these questions of fact, law, and policy, consider further delaying, or publishing for notice and comment, proposed rules further delaying such rules beyond the 60-day period. <SU>4</SU> <FTREF/> The Memorandum further states that, for those rules that raise substantial questions of fact, law, or policy, agencies should provide notice and take further appropriate action. <FTNT> <SU>4</SU>  Regulatory Freeze Pending Review (Jan. 20, 2025) [90 FR 8249 (Jan. 28, 2025)], <E T="03">available at https://www.whitehouse.gov/presidential-actions/2025/01/regulatory-freeze-pending-review/</E> (“Presidential Memorandum”). </FTNT> Following adoption of the Form N-PORT amendments, petitioner Registered Funds Association filed a petition in the Fifth Circuit Court of Appeals seeking review of the final amendments to Form N-PORT. <SU>5</SU> <FTREF/> After the issuance of the Presidential Memorandum, the Commission filed an unopposed motion to hold the Fifth Circuit case in abeyance while the Commission reviews the final amendments in accordance with the Presidential Memorandum. On February 11, 2025, the Fifth Circuit Court of Appeals granted the Commission's motion to stay the proceedings while the Commission reviews the final amendments. <SU>6</SU> <FTREF/> Separate from these proceedings, the Commission also has received a request to further amend Form N-PORT due to concerns about the potential negative impacts of certain of the recent amendments. <SU>7</SU> <FTREF/> <FTNT> <SU>5</SU>   <E T="03">Registered Funds Association</E> v. <E T="03">SEC,</E> No. 24-60550 (5th Cir. 2024). </FTNT> <FTNT> <SU>6</SU>   <E T="03">See</E> ECF No. 50-2, <E T="03">Registered Funds Association</E> v. <E T="03">SEC,</E> No. 24-60550 (5th Cir. Feb. 11, 2025). </FTNT> <FTNT> <SU>7</SU>   <E T="03">See</E> Letter from Investment Company Institute (Feb. 26, 2025) (“ICI Letter”), <E T="03">available at https://www.ici.org/system/files/2025-02/25-cl-form%20nport-amendments.pdf.</E> </FTNT> In light of these developments, we are delaying the effective and compliance dates of the amendments to Form N-PORT to provide time for the Commission to complete its review in accordance with the Presidential Memorandum and take any further appropriate actions, which may include proposed amendments to Form N-PORT. <SU>8</SU> <FTREF/> As part of this review, the Commission will consider the costs and benefits identified in the 2024 Adopting Release, including the costs and benefits of public reporting to funds, fund investors, and other users of Form N-PORT reports. <SU>9</SU> <FTREF/> As described in the 2024 Adopting Release, larger entities would have been required to comply with the Form N-PORT amendments for reports filed on or after the November 17, 2025, effective date, and smaller entities would have been required to comply with these amendments for reports filed on or after May 18, 2026, approximately six months later. <SU>10</SU> <FTREF/> The Commission is delaying the effective date for the amendments to Form N-PORT to November 17, 2027. The Commission is also delaying the compliance date to November 17, 2027, for larger entities and to May 18, 2028, for smaller entities. <SU>11</SU> <FTREF/> If the Commission determines that no further amendments to Form N-PORT are needed after the completion of its review, the delayed effective and compliance dates in this release are intended to provide funds with sufficient time to comply with the amendments after being notified that the Commission's review is complete. <SU>12</SU> <FTREF/> If the Commission determines to propose amendments to Form N-PORT following its review, the delayed effective and compliance dates will reduce the costs funds would incur to comply with amendments that may change. <FTNT> <SU>8</SU>   <E T="03">See</E> Mark T. Uyeda, Remarks to the Investment Company Institute's 2025 Investment Management Conference (Mar. 17, 2025), <E T="03">available at https://www.sec.gov/newsroom/speeches-statements/uyeda-ici-031725.</E> </FTNT> <FTNT> <SU>9</SU>   <E T="03">See</E> 2024 Adopting Release, <E T="03">supra</E> note 1, at section IV.C.2. </FTNT> <FTNT> <SU>10</SU>  For these purposes, larger entities are funds that, together with other investment companies in the same “group of related investment companies” (as such term is defined in 17 CFR 270.0-10) have net assets of $1 billion or more as of the end of the most recent fiscal year, and smaller entities are funds that together with other investment companies in the same “group of related investment companies” have net assets of less than $1 billion as of the end of the most recent fiscal year. <E T="03">See</E> 2024 Adopting Release, <E T="03">supra</E> note 1, at n.169. </FTNT> <FTNT> <SU>11</SU>  Consistent with the 2024 Adopting Release, during the longer compliance period for smaller entities, these entities would continue to be subject to recordkeeping requirements in rule 30b1-9 until they begin to file monthly reports on Form N-PORT. As a result, because we are delaying the ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 22k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━