To address data sensitivity concerns, the Securities and Exchange Commission on February 27, 2019 issued an interim final rule (Interim Rule) that requires certain registered investment companies (funds) to file three monthly reports on Form N-PORT with the SEC no later than 60 days after the end of a fund’s fiscal quarter.¹ This requirement replaces a previously established requirement to file reports on Form N-PORT with the SEC on a monthly basis no later than 30 days after the end of each month. The Interim Rule also requires each fund that is required to file reports on Form N-PORT to maintain in its records the information that is required to be included on such form no later than 30 days after the end of each month. In addition, the Interim Rule amends Form N-LIQUID to provide funds with the option to include a note for purposes of explaining any other response to an item in that form.

The Interim Rule does not change the public availability of the data reported on Form N-PORT for the first and second months of each fiscal quarter (i.e., these Form N-PORT filings will remain non-public). As a result of the Interim Rule, data reported on Form N-PORT (with certain exceptions, as discussed below) for the third month of each fiscal quarter will become publicly available immediately upon filing. In connection with the adoption of the Interim Rule, the SEC plans to make certain changes to its technical filing procedures to help safeguard against the public disclosure of non-public information.

As discussed in the SEC’s press release announcing the adoption of the Interim Rule (Press Release), the Interim Rule is the result of the SEC’s periodic assessment of whether alternatives exist that would allow the SEC to fulfill its mission while reducing the sensitivity of data that it collects.²

Background

In October 2016, the SEC adopted Form N-PORT as part of a series of new rules and forms, as well as amendments to certain rules and forms, to modernize the reporting of information by funds and to improve the information that the SEC receives from funds (Reporting Modernization Rules).³ The Reporting Modernization Rules require funds to electronically file portfolio-wide and position-level information on a monthly basis with the SEC no later than 30 days after each month’s end. The adopting release for the Reporting Modernization Rules provided that the original compliance date for Form N-PORT data gathering and filing would be: June 1, 2018 for funds that are part of a complex with $1 billion or more in assets (a larger fund complex); and June 1, 2019 for all other funds (a smaller fund complex).

In December 2017, the SEC issued a temporary final rule (Temporary Rule) that provided a nine-month delay to the dates by which funds were required to file new Form N-PORT on the EDGAR system.⁴ Under the Temporary Rule, those funds part of a larger fund complex subject to the original June 1, 2018 compliance date were required to gather and maintain all of the data required by Form N-PORT as of the original reporting date, and such information is subject to examination by the SEC staff. Beginning in July 2018, larger fund complexes had started gathering and maintaining information required to be reported on Form N-PORT, and these fund complexes were required to begin to file this information on a monthly basis commencing in April 2019. The Interim Rule impacts funds’ filing obligations as we approach the initial filing date for larger fund complexes.

Implications of the Interim Rule

While most of the compliance obligations under the Reporting Modernization Rules and the Temporary Rule will remain the same, the adoption of the Interim Rule impacts the dates and manner in which fund complexes will need to make their initial and ongoing EDGAR filings of information reported on Form N‑PORT. The table below provides an overview of the Interim Rule’s compliance and filing requirements in comparison to the original compliance and filing requirements under the Reporting Modernization Rules and the Temporary Rule.