On December 8, 2017, in connection with its ongoing review and assessment of EDGAR, its data needs and other systems, the Securities and Exchange Commission (the SEC) announced it is modifying its approach to submitting reports on Form N-PORT, which requires certain registered investment companies¹ to report information about their monthly portfolio holdings to the SEC in a structured data format.² Under the temporary rule,³ the SEC has adopted modified tiered compliance dates for Form N-PORT, as follows:

• March 1, 2019, for larger entities (i.e., funds that together with other investment companies in the same “group of related investment companies”⁴ have net assets of $1 billion or more as of the end of the most recent fiscal year).
  • Upshot – Larger entities will be required to file with the SEC their first reports on Form N-PORT (reflecting portfolio data as of March 31, 2019) no later than April 30, 2019 (rather than July 31, 2018 for portfolio data as of June 30, 2018, as originally adopted). Reports on Form N-PORT for the periods ending March 31, 2019 through September 30, 2019 will be kept non-public to allow larger funds and the SEC a six-month period to fine-tune the technical specifications and data validation processes; however, portfolio information attached as exhibits to Form N-PORT for the first and third quarters of a larger fund’s fiscal year will still be made public during this period.
  • Record Retention Requirements – Larger entities, however, are still subject to the original June 1, 2018 compliance date for Form N-PORT as they must maintain the information required by Form N-PORT in their records and make it available to the SEC upon request in lieu of filing the form on EDGAR. 
• March 1, 2020, for smaller entities (i.e., 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).
  • Upshot – Smaller entities will be required to file with the SEC their first reports on Form N-PORT (reflecting portfolio data as of March 31, 2020) no later than April 30, 2020 (rather than July 31, 2019 for portfolio data as of June 30, 2019, as originally adopted).
  • Record Retention Requirements – Smaller entities are not subject to record retention requirements and must prepare and file Form N-PORT with the SEC beginning on or after the March 1, 2020 compliance date. 

In connection with the delayed Form N-PORT filing requirements, the SEC has also delayed the rescission of Form N-Q. Management investment companies must continue filing their investment portfolio schedules on Form N-Q until they begin filing reports on Form N-PORT.

¹ All registered management investment companies (except for small business investment companies and money market funds) and unit investment trusts (UITs) that operate as exchange-traded funds will be required to file reports on Form N-PORT.
  
² For a summary of Form N-PORT requirements, please see this previous Eversheds Sutherland legal alert. 
  
³ The full text of the adopting release for the temporary final rule can be found at https://www.sec.gov/rules/interim/2017/33-10442.pdf. 
  
⁴ The term “group of related investment companies” means two or more management companies (including series thereof) that:

(i) hold themselves out to investors as related companies for purposes of investment and investor services; and 
(ii) either: 

(A) have a common investment adviser or have investment advisers that are affiliated persons of each other; or
(B) have a common administrator; and 

In the case of a UIT, the term “group of related investment companies” shall mean two or more UITs (including series thereof) that have a common sponsor.

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