Amendments to the Timing Requirements for Filing Reports on Form N-Port

AGENCY:

Securities and Exchange Commission.

ACTION:

Interim final rule.

SUMMARY:

The Securities and Exchange Commission (the “Commission”) is adopting an interim final rule that will require reports on Form N-PORT for each month in a fiscal quarter to be filed with the Commission not later than 60 days after the end of that fiscal quarter (as opposed to filing each monthly report no later than 30 days after the end of each month). The monthly report on Form N-PORT for the third month of the quarter (the “quarter-end report”) will continue to become publicly available (i.e., all portions of the quarter-end report, with the exception of the items identified in General Instruction F of Form N-PORT, will be made public upon filing). The monthly reports on Form N-PORT for the first and second months of the fiscal quarter will remain non-public. We are also amending our regulations and Form N-PORT to require that funds, no later than 30 days after the end of each month, maintain in their records the information that is required to be included in Form N-PORT. Registrants will promptly make such records available to the Commission upon request. Finally, we are amending Form N-LIQUID to provide for a voluntary explanatory notes section. Importantly, these amendments in no way affect the amount or timing of the information that will be made available to the public.

DATES:

Effective March 6, 2019. The applicable compliance dates are discussed in the Supplementary Information section of this Interim Final Rule.

FOR FURTHER INFORMATION CONTACT:

Jacob D. Krawitz, Branch Chief, or Brian McLaughlin Johnson, Assistant Director, at (202) 551-6792, Rulemaking Office, Division of Investment Management, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549.

SUPPLEMENTARY INFORMATION:

The Commission is amending rule 30b1-9 [17 CFR 270.30b1-9] under the Investment Company Act [15 U.S.C. 80a-1 et seq.] and Forms N-PORT [referenced in 17 CFR 274.150] and N-LIQUID [referenced in 17 CFR 274.223] under the Investment Company Act.

I. Discussion

In connection with the Commission's ongoing evaluation of its collection of sensitive and non-public data, and in light of the frequency, volume, and complexity, as well as the potentially sensitive and non-public nature, of much of the data collected on Form N-PORT, the Commission is modifying the timing requirements for filing monthly reports on Form N-PORT. We are amending rule 30b1-9 and Form N-PORT to require funds to file a report on Form N-PORT for each month in the fund's fiscal quarter not later than 60 days after the end of that fiscal quarter. In addition, we are amending rule 30b1-9 and Form N-PORT to require funds, no later than 30 days after the end of each month, to maintain in their records the information that is required to be included in Form N-PORT. Importantly, these amendments in no way affect the amount or timing of the information that will be made available to the public.

A. Form N-PORT

On October 13, 2016, the Commission adopted new rules and forms as well as amendments to its rules and forms to modernize the reporting and disclosure of information by registered investment companies. In particular, the Commission adopted new Form N-PORT, which requires certain registered investment companies to report information about their monthly portfolio holdings to the Commission in a structured data format. Form N-PORT is a portfolio holdings reporting form that will be filed by all registered management investment companies, other than money market funds and small business investment companies (“SBICs”), and by unit investment trusts that operate as exchange-traded funds (collectively, “funds”). Under the rule the Commission adopted in 2016, after the compliance date, funds must file reports on Form N-PORT each month, no later than 30 days after month-end, using the Commission's EDGAR system. The compliance date for rule 30b1-9 was June 1, 2018 for larger fund groups and June 1, 2019 for smaller fund groups.

In 2017, the Commission's Chairman initiated an assessment of the Commission's internal cybersecurity risk profile and its approach to cybersecurity from a regulatory and oversight perspective. The Chairman also directed the staff to take a number of steps designed to strengthen the Commission's cybersecurity risk profile, with an initial focus on the Commission's EDGAR system as well as the non-public information collected and held by the Commission.

On December 8, 2017, while these efforts were ongoing, the Commission determined to delay by nine months the requirement that funds file reports on Form N-PORT through the EDGAR system. The Commission also adopted temporary rule 30b1-9(T), which, until April 1, 2019, requires larger fund groups to satisfy their reporting obligations by maintaining in their records the information required to be included in Form N-PORT. After such time, larger fund groups must file reports on Form N-PORT through the EDGAR system. Smaller fund groups must begin to file reports on Form N-PORT through the EDGAR system by April 30, 2020.

B. Commission's Determination To Modify the Timing Requirements for Filing Reports on Form N-PORT

The Commission receives, stores, and transmits a substantial amount of data, including sensitive and non-public data. There are certain types of sensitive data that the Commission obtains from market participants in order to fulfill its mission. The collection, storage, analysis, availability, and protection of data have become fundamental to the protection of investors, the orderly function and performance of our capital markets, market participants, and the Commission.

In that regard, maintaining effective cybersecurity practices requires an ongoing evaluation of the data an organization obtains and protects. When determining when and how to collect data, the Commission evaluates its approach in light of the importance to its mission of each type of data we receive, particularly in the case of sensitive, non-public information.

The Commission periodically assesses, as part of its cybersecurity efforts, whether alternatives exist that would allow the Commission to fulfill its mission while reducing the sensitivity of data we collect. For example, in 2018, after concluding that the Commission would be able to achieve its regulatory objectives without taking in certain sensitive personally identifiable information, the Commission eliminated the requirement for filers of certain forms to provide us with their social security numbers, foreign identity numbers or date or place of birth. We have also reduced the market sensitivity of the non-public data we collect by obtaining it on a delayed basis, when appropriate.

For many years, the Commission has collected registered fund portfolio data on a quarterly basis on Forms N-Q and N-CSR, both of which are public filings. We acknowledged that this data was sensitive, and addressed that sensitivity by requiring reports on Form N-Q to be filed no later than 60 days after the end of the first and third quarters of a fund's fiscal year, and Form N-CSR no later than 70 days after the end of the second and fourth quarters. We also made this data public upon filing.

In adopting Form N-PORT in 2016, the Commission changed the frequency of reporting and filing fund portfolio holdings information to monthly, with the first two months of a fiscal quarter filed confidentially with the Commission. In making this 2016 change, the Commission acknowledged tradeoffs raised by commenters between (i) data sensitivity and data security concerns with this increased frequency of reporting of confidential information, and (ii) countervailing concerns that quarterly portfolio reports can quickly become stale due to the turnover of portfolio securities and fluctuations in the values of portfolio investments. We also noted that requiring funds to file confidential reports more than 30 days after month-end would provide less timely data to the Commission, reducing its utility to the Commission. We stated at that time that the filing of monthly data—which our amendments preserve—would triple the amount of data reported to the Commission in a given year, and that this should enhance the ability of staff to perform analyses of funds in the course of monitoring for industry trends, or identifying issues for examination or inquiry.

At the time, and with the information then available about cybersecurity risks and related tradeoffs on data security, we determined that more frequent reporting was warranted. But we also observed that Commission staff would carefully evaluate the data security protocols that will apply to non-public data reported on Form N-PORT in light of the specific recommendations and concerns raised by commenters. We also directed the staff, in advance of the form's compliance date, to review the controls and systems in place for the use and handling of non-public information reported on Form N-PORT. As discussed above, in 2017, the Commission postponed the initial reporting of Form N-PORT on EDGAR by nine months.

The evaluation of the data security protocols relating to Form N-PORT, in addition to our ongoing assessment of our internal cybersecurity risk profile, have led us to reevaluate whether, in this particular case, we can meaningfully reduce the sensitivity of the data we will maintain while continuing to achieve our regulatory objectives. This re-evaluation has led us to determine that allowing monthly data on Form N-PORT to be reported to the Commission on a more delayed basis—while in no way reducing the amount of data that we ultimately receive, and also preserving the staff's ability to require production of the data on a more timely basis upon request—will allow the Commission to fulfill its mission, while meaningfully reducing the potential cybersecurity risks arising from the collection and maintenance of sensitive non-public data on EDGAR. We are therefore amending rule 30b1-9 and Form N-PORT to require funds to file reports on Form N-PORT for each month in a fiscal quarter not later than 60 days after the end of that quarter. The reports on Form N-PORT for the first two months of the quarterly filing period will continue to be non-public and the quarter-end report (i.e., the last month of the quarter) will become publicly available immediately upon filing, with the exception of the items identified in General Instruction F of Form N-PORT, which will continue to remain non-public.

As is the case under temporary rule 30b1-9(T), in order to continue to provide for Commission access to the information required to be included in Form N-PORT on a more timely basis, we are also amending rule 30b1-9 to require funds to maintain in their records the information that is required to be included on Form N-PORT not later than 30 days after the end of each month. Consistent with current record retention requirements for registered investment companies, such information must be treated as a record under 15 U.S.C. 80a-30(a)(1) (section 31(a)(1) of the Act) and 17 CFR 270.31a-1(b) (rule 31a-1(b)) thereunder, subject to the requirements of 17 CFR 270.31a-2(a)(2) (rule 31a-2(a)(2)). While neither amended rule 30b1-9 nor rule 31a-2 require that the information maintained in the funds' records be stored in an XML format, we believe that doing so would facilitate the filing of Form N-PORT for each month at quarter end.

In reassessing whether, in this particular case, we can meaningfully reduce the sensitivity of the data we will maintain while continuing to achieve our regulatory objectives, we considered that these changes only relate to when funds must file reports on Form N-PORT with the Commission. The data content of what funds must report, either publicly or non-publicly, will not change. In addition, neither the content nor the timing requirements for publicly available information on Form N-PORT will change. Therefore, the amendments will have no effect on the ability of investors and other market participants to use this information to help them make more informed investment decisions. Rather, they will only modify the timing of the Commission's receipt of information for internal purposes. Additionally, requiring funds to maintain the Form N-PORT data in their records 30 days after the end of each month will ensure that the Commission can receive more timely information, when necessary.

This modification will reduce the Commission's cyber risk profile in several ways. First, extending the fiscal quarter-end filing deadline from 30 to 60 days allows the quarter-end report on Form N-PORT to be made public immediately upon filing, with the exception of the non-public fields described above. Without this change, the Commission would need to keep this data non-public for at least a month after filing. This change therefore significantly reduces the volume of non-public data maintained in our systems, with no effect on the information investors and other market participants receive or the timing of such receipt. Second, delaying the filing deadline for the fund's non-public first and second month reports for each fiscal quarter on Form N-PORT, to a time when the quarter-end report will be submitted and made public, significantly reduces the sensitivity of the non-public data.

Registrants can take steps to reduce the risk of any inadvertent disclosure of non-public Form N-PORT data filed through EDGAR by, for example, filing the quarter-end report (which is largely public data) on a separate day from the first two months of the fiscal quarter to reduce the risk of the fund incorrectly identifying a non-public filing as public. In addition, we are modifying the filing schema for Form N-PORT to require registrants to affirm whether the data in the filing is non-public (for months 1 and 2) or public (month 3). For example, if a registrant affirms in the filing that the data is non-public, but attempts to file report type NPORT-P (which will be made public upon filing), such a filing will not be accepted by EDGAR. We believe that such a change will help ensure that filers do not inadvertently make the wrong month's data public.

Importantly, we will still receive the monthly Form N-PORT data necessary to assist us in our role as primary regulator of investment companies and to better fulfill our mission of protecting investors; maintaining fair, orderly, and efficient markets; and facilitating capital formation. Additionally, the staff will continue to monitor and solicit feedback on the data received and the use made (or expected to be made) of such data in furtherance of the Commission's statutory mission, as well as cybersecurity considerations and other matters deemed relevant by the staff. In this regard, the staff will inform the Commission, within one year from the date hereof, what steps, if any, the staff recommends in light of this monitoring, including but not limited to whether the filing time frames should be amended.

The Commission also will continue to receive reports on Form N-LIQUID, which provides the Commission with more timely information on certain liquidity events at a fund. In addition, we understand from staff outreach that certain funds would like the opportunity, when appropriate, to provide more information related to their filings on Form N-LIQUID. For example, when filing reports on Form N-LIQUID, some funds have requested the ability to include additional narrative information in their reports that relate to the circumstances surrounding the liquidity event. Therefore, in order to allow funds the opportunity to communicate this information voluntarily, we are amending Form N-LIQUID to provide for a voluntary explanatory notes section.

As noted above, consistent with the Commission's examination authority, upon request, funds will promptly provide data that is required by Form N-PORT and is maintained in their records within 30 days after the end of each month. The Commission's ability to collect information in a timely fashion through its examination authority, and evaluate such information for compliance with the federal securities laws, is essential to our mission of protecting investors and our securities markets. Indeed, the prompt production of records to the Commission is central to our mission of protecting investors, and is imperative to an effective and efficient examination program. Accordingly, nothing in this release should be construed as diluting our commitment to enforcing the regulatory requirements relating to books and records and their production to us.

We request comment on our amendments to rule 30b1-9 and Form N-PORT.

• Should we amend rule 30b1-9 and Form N-PORT to require each monthly report to be filed with the Commission quarterly, rather than monthly? If not, why not?
• Should we amend rule 30b1-9 to require funds no later than 30 days after the end of each month, to maintain in their records the information that is required to be included in Form N-PORT? Should we extend the 30-day after month end deadline for retaining monthly data? If so, why and how long of a period would be appropriate? Are there any operational difficulties with maintaining such data in a fund's records?
• Should we require funds to maintain such data in an XML format?
• Should we extend the filing deadline for Form N-PORT until sixty days after quarter end? Does the extension sufficiently reduce the sensitivity of the data contained in Form N-PORT? If not, why not and how long of a period would be appropriate? Are there any operational difficulties with filing three separate reports on Form N-PORT sixty days after the end of the fiscal quarter?
• Should we amend Form N-LIQUID to provide for a voluntary explanatory notes section?

C. Compliance Dates

As discussed above, the current compliance dates for Form N-PORT will not change. Funds in larger fund groups that were subject to the June 1, 2018 compliance date must continue to satisfy their reporting obligation by maintaining in their records the information required to be included in Form N-PORT instead of submitting the information via EDGAR. Additionally, after the April 1, 2019 expiration of the temporary final rule's retention requirement, funds in larger fund groups will be required to begin submitting their first reports on EDGAR (60 days after the end of their fiscal quarter) and will continue, 30 days after month-end, to maintain in their records the information that is required to be included in Form N-PORT. Below is a chart that describes the current compliance dates for reports on Form N-PORT.

Finally, the first six months of reports on Form N-PORT (i.e., reports filed with the Commission with monthly data from the quarters ending March 31, 2019 through August 31, 2019) will continue to be kept non-public in order to allow funds and the Commission to make adjustments to fine-tune the technical specifications and data validation processes. As before, portfolio information attached as exhibits to Form N-PORT for the first and third quarters of a fund's fiscal year (Part F of Form N-PORT) will still be made public during this period, to ensure that information about funds' portfolio holdings continues to be publicly available to investors and market participants during the period when reports on Form N-PORT will not be made publicly available.

However, given the timing considerations relating to this action, the Commission understands that some funds in larger fund groups, such as those with fiscal quarters ending in March or April, may not currently be prepared to file all three months of Form N-PORT reports at the end of their next fiscal quarter. In order to give these larger fund groups adequate time to prepare their reports, the Commission is exempting funds in larger fund groups with fiscal quarters ending in March from the requirement to file their reports on Form N-PORT for the first two months of data with the Commission (January and February), and funds with fiscal quarters ending in April from the requirement to file the report for the first month of data with the Commission (February). For example, a fund in a larger fund group with its fiscal quarter ending in April 2019 will only be required to file reports on Form N-PORT for the fund's second and third month (March and April 2019), which must be filed with the Commission 60 days from quarter-end. At the next fiscal quarter end (July 2019), the fund will file reports on Form N-PORT for each month of the quarter (May, June, and July), 60 days from the end of the quarter. Again, all such reports, with the exception of the month 3 portfolio holdings attachment (Part F of Form N-PORT), will not be made public. Below is a chart that describes the filing dates for larger funds groups' first reports on Form N-PORT.

We request comment on the compliance date for our amendments to Form N-PORT and rule 30b1-9.

• Do the current compliance dates provide adequate time for funds to prepare their systems for filing reports on Form N-PORT? If not, why not, and how much more time is needed?
• Should we provide relief to funds with fiscal quarters ending in March and April to allow them only to file reports for the third month of their quarter end in 2019? Should we extend this relief to funds with other quarter-ends? Will funds with other quarter ends have any operational difficulties with modifying their systems to file each monthly report on Form N-PORT 60 days after the end of their fiscal quarter?

D. Procedural and Other Matters

The Administrative Procedure Act (“APA”) generally requires an agency to publish notice of a rulemaking in the Federal Register and provide an opportunity for public comment. This requirement does not apply, however, if the agency “for good cause finds . . . that notice and public procedure thereon are impracticable, unnecessary, or contrary to the public interest.” We have determined to immediately adopt this modification to the filing requirements for Form N-PORT and the accompanying changes described above.

As discussed above, based on our recent evaluation of the data security protocols relating to Form N-PORT, and in light of our continued assessment of our internal cybersecurity risk profile, we have re-evaluated whether, in this particular case, we can meaningfully reduce the sensitivity of the data we will maintain while continuing to achieve our regulatory objectives. This recent re-evaluation has led us to determine that modifying the filing requirements for Form N-PORT is necessary. Additionally, as explained above, the modifications affect the timeliness of the data for the Commission's analysis but would not affect the current requirements regarding the content of the data that is made public or when the data is made public. Given the limited nature of this change, and previous delays in implementation of the rule, we find that it is appropriate to implement this modification as an interim final rule. Soliciting public comment on this issue would be neither necessary, practicable, nor in the public interest.

Independently, providing immediate certainty to funds is critical because we understand that many funds are currently designing and testing their systems and procedures in light of the April 1, 2019 expiration of temporary rule 30b1-9(T)'s retention requirement. Funds need to know as soon as practicable that there will be a modification in the requirement for filing reports on Form N-PORT through the EDGAR system, and that as a result they will have to make changes to the timing of their reports. For example, absent the certainty provided by a final rule, funds may not be prepared to make all three Form N-PORT filings at quarter-end, especially in light of the compliance dates for larger fund groups. Providing notice and comment would defeat this goal of giving certainty as to funds' obligations in light of the modifications stemming from the Commission's recent cybersecurity initiatives. Under these circumstances, soliciting public notice and comment would be unnecessary, impracticable, and contrary to the public interest. For these reasons, the Commission finds that good cause exists to dispense with notice and comment regarding the amendments to rule 30b1-9 and Form N-PORT outlined above.

The APA also generally requires that an agency publish an adopted rule in the Federal Register at least 30 days before it becomes effective. This requirement does not apply, however, if the agency finds good cause for making the rule effective sooner. For the reasons discussed above, and in order to give registrants immediate relief from filing reports on Form N-PORT with the Commission each month, we find good cause to make the rule effective upon publication in the Federal Register.

II. Economic Analysis

A. Introduction

Our modifications to the timing requirements for filing Form N-PORT will require funds to file each monthly report on Form N-PORT with the Commission no later than 60 days after a fund's fiscal quarter end. Information for the first two months of each fund's fiscal quarter will continue to be non-public and available for use by the Commission. Information reported on the quarter-end report on Form N-PORT will be made public immediately upon filing and thus will continue to be required to be publicly available with a delay of, at most, 60 days after the end of the fiscal quarter. In addition, funds will be required to maintain in their records the information that is required to be included on Form N-PORT no later than 30 days after the end of each month.

The Commission is sensitive to the economic effects, including the benefits and costs and the effects on efficiency, competition, and capital formation that will result from the change in the timing of the EDGAR submission requirement for reports on Form N-PORT and the associated recordkeeping requirement.

B. Economic Baseline

The reporting and disclosure obligations created by the 2016 adoption of Form N-PORT serve as the baseline against which the costs and benefits as well as the effects on efficiency, competition, and capital formation of the modified timing requirements are discussed. Additionally, the baseline takes into account the temporary rule that the Commission adopted on December 8, 2017, which delayed the initial reporting of Form N-PORT on EDGAR by nine months.

Currently, the Commission generally receives portfolio information from registered management investment companies (other than money market funds and SBICs) on Form N-Q and Form N-CSR on a quarterly basis, 60 and 70 days after the end of the quarter, respectively. Once the temporary final rule expires on June 1, 2019, funds in larger fund groups would be required to submit reports on Form N-PORT within 30 days after each month-end. The reports on Form N-PORT for the first two months of each fund's fiscal quarter would not be made public. Information reported on the quarter-end report, with the exception of the items identified in General Instruction F of Form N-PORT, would be made publicly available with a delay of 60 days after the end of the fiscal quarter. As a result, the Commission would confidentially maintain for at least 30 days Form N-PORT information that would eventually become publicly available.

The entities affected by the modified timing of the EDGAR submission requirement for reports on Form N-PORT are the funds that will report using this form and their investors. As of the end of 2017, approximately 101.9 million individuals owned shares of registered investment companies, representing 57.3 million or 45.4% of U.S. households. As of September 2018, we estimate that there were 11,619 funds required to file Form N-PORT (i.e., 8,976 mutual funds (excluding money market funds), 1,939 ETFs (including 8 ETFs organized as UITs and 1,931 ETFs that are management investment companies), and 704 closed-end funds (excluding SBICs)).

C. Benefits and Costs of the Modified Timing Requirement for Filing Form N-PORT

The Commission relies on information included in reports filed by funds to monitor trends, identify risks, and inform its regulatory functions. Similarly, investors and other market participants rely on funds' public filings to assist in their investment decisions and understanding of financial markets. Form N-PORT, which requires reporting of a fund's complete portfolio holdings on a monthly basis with every third month available to the public, will contribute substantially to information made available to the Commission and the public by funds. As the Commission has previously stated, the adoption of Form N-PORT will modernize fund reporting, improve the ability of the Commission to fulfill its regulatory functions, and allow investors to make more informed investment decisions.

The data that the Commission will receive on Form N-PORT is sensitive and includes portfolio information for the first two months of a fund's fiscal quarter that is designated non-public, information for the third month of a fund's fiscal quarter before its scheduled publication, and information for the third month of a fund's fiscal quarter from non-public fields. The data at risk could, for example, harm fund shareholders by expanding the opportunities for professional traders and others to exploit this information. In addition, an unauthorized intrusion could affect the Commission's future ability to collect the data necessary to support its mission.

We believe that increasing the delay in when funds must submit reports on Form N-PORT will reduce the value of non-public data maintained by the Commission. Reducing the value of this data may both reduce a potential motivation for cyberattacks and mitigate potential costs to funds and their investors in the event a fund's non-public data is exposed. First, the extension of the fiscal quarter-end filing deadline from 30 to 60 days allows the data in the quarter-end report on Form N-PORT to be public immediately upon filing, with the exception of the non-public fields described above. As a result, the Commission will no longer have to keep this data non-public for at least a month after filing, thereby reducing the volume of non-public data maintained in our systems and the associated cybersecurity risks. Second, under the modified timing of the EDGAR filing requirement for reports on Form N-PORT, a fund's submission for the first and second months of a fund's fiscal quarter will be delayed until the time that the submission for the quarter-end report is filed and made public. We believe that these changes to the timing requirements for filing Form N-PORT will reduce the sensitivity of the data the Commission stores and maintains.

The portion of the Form N-PORT data that will be made publicly available and the timing of the public availability will not change. As a result, the benefits of the disclosure to public users of the data would remain unchanged from the baseline. These benefits include, for example, an increase in the transparency of a fund's investment strategies and an increase in the ability of investors to identify more efficiently the funds' risk exposures, differentiate investment companies based on their investment strategies, and make more informed investment decisions associated with the public availability of this data.

Increasing the Form N-PORT filing delay and requiring funds to maintain in their records the information that is required to be included on Form N-PORT no later than 30 days after the end of each month likely will not meaningfully change the costs for submitting the form and keeping records borne by fund groups, as the timing of collecting the information, the amount of information to be submitted, and the number of forms to complete is identical to the baseline. In addition, the current compliance dates for Form N-PORT will not change. In light of our ongoing assessment of our internal cybersecurity risk profile, we have re-evaluated whether, in this particular case, we can meaningfully reduce the sensitivity of the data we will maintain while continuing to achieve our regulatory objectives. On the one hand, the modifications in the EDGAR submission requirement will delay the filings of Form N-PORT data with the Commission in the ordinary course. Compared to the baseline, the data for monthly filings will be less current, by an average of 60 days. The delay will reduce the data's utility to the Commission for analyses of funds in the course of monitoring for industry trends and identifying issues for examination or inquiry. The impact of the delay on the Commission's analytical capabilities will vary across applications, and for certain applications, the impact of greater data staleness would decrease over time as the Commission builds up historical data. For example, historical trends inferred from a long time series of data would, in many cases, not be significantly affected by the delay in filing of monthly information. Moreover, requiring funds to maintain the Form N-PORT data in their records 30 days after the end of each month will ensure that the Commission can receive more timely information when necessary.

D. Effects on Efficiency, Competition, and Capital Formation

The modification in the timing of the EDGAR submission requirements will—without materially affecting our ability to obtain data when we need it—reduce the risk of cybersecurity threats and thereby decrease the likelihood that exposure of sensitive data could hamper the Commission's future ability to collect the data necessary to support its mission. As a result, we believe that the modification will help the Commission maintain efficient capital markets through appropriate supervision and regulation.

A reduction in cybersecurity risk will also reduce the likelihood of related adverse impacts on an affected fund and its investors, as discussed above. To the extent that investors anticipate the potential impacts of cybersecurity risks, a reduction in this risk could increase the amount invested in funds. If this additional investment in funds does not represent substitution away from other forms of capital formation, such as direct investments in operating companies, the reduction in risk could thereby improve capital formation. We believe, however, that any such effect would likely be small.

Similarly, we believe that the modification would not have any significant competitive effects, as the delay affects all filers of Form N-PORT uniformly.

E. Alternatives

As an alternative to requiring monthly portfolio reporting (filed on a quarterly basis), the Commission considered requiring quarterly portfolio reporting. Under the alternative, the Commission would no longer receive non-public data for monthly portfolio reports related to the first two months in a fund's fiscal quarter, thereby reducing the amount of non-public information the Commission stores and maintains and further reducing the risk of cybersecurity risks. In addition, the alternative would likely reduce the costs for funds to file Form N-PORT. However, the alternative would eliminate the additional information in the monthly portfolio reporting that will allow the Commission to analyze the evolution of portfolio holdings and the fluctuations in the values of portfolio investments within a fund's fiscal quarter. We continue to believe that the higher frequency of monthly portfolio reporting will be useful to the staff to perform analyses of funds in the course of monitoring for industry trends or identifying issues for examination or inquiry, even if the Commission receives this information on a more delayed basis in the ordinary course. Our modifications to the timing of filings and not the frequency of data reflect our belief that the greater usefulness to the Commission of monthly portfolio reporting on a quarterly basis justifies any attendant risk and larger costs for funds to report monthly rather than quarterly portfolio information.

As an alternative to requiring funds to file all three monthly Forms N-PORT within 60 days of a fund's fiscal quarter end, we considered requiring funds to submit Form N-PORT within 60 days of the end of each month. While this alternative would increase the delay in when funds would be required to submit Forms N-PORT for all three months of a fund's fiscal quarter compared to the baseline, the delay would be shorter compared to the modified timing requirement we are adopting today for the first two months of a fund's fiscal quarter. As a result, the decrease in the sensitivity of the data the Commission stores and maintains and the resulting reduction in cybersecurity risk would be smaller under this alternative. We acknowledge the shorter delay in the Commission's receipt of data for the first two months under this alternative would have a smaller impact on the Commission's analytical capabilities than the modification to filing that we are adopting. However, as discussed above in section II.C, we expect this impact to (i) vary across applications and (ii) be attenuated by the requirement that funds maintain the Form N-PORT data in their records 30 days after the end of each month, which will ensure that the Commission can receive more timely information, when necessary.

III. Paperwork Reduction Act

The Commission is modifying the requirement for reports on Form N-PORT to require all three monthly Form N-PORT reports for a particular fiscal quarter be filed with the Commission 60 days after the end of that quarter. Amended rule 30b1-9 will also require funds to maintain in their records the information that is required to be included on Form N-PORT no later than 30 days after the end of each month. We do not believe that these changes will make any substantive modifications to any existing collection of information requirements within the meaning of the Paperwork Reduction Act of 1995 (“PRA”). While the reporting dates for Form N-PORT will change, the number of Form N-PORT filings, timing of collecting the data, and other related burdens will remain the same. As a result, the Commission believes that the current PRA burden estimates for the existing collection of information requirements remain appropriate.

IV. Statutory Authority

We are adopting amendments to the rule 30b1-9, Form N-PORT, and Form N-LIQUID under the authority set forth in the Investment Company Act, particularly sections 6(c), 8, 30, 31, and 38 thereof [15 U.S.C. 80a et seq.], and 44 U.S.C. 3506.

List of Subjects in 17 CFR Parts 270 and 274

• Investment companies
• Reporting and recordkeeping requirements
• Securities

For reasons set forth in the preamble, title 17, chapter II of the Code of Federal Regulations is amended as follows:

PART 270—RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940

1. The authority citation for part 270 continues to read, in part, as follows:

Authority: 15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, 80a-39, and Pub. L. 111-203, sec. 939A, 124 Stat. 1376 (2010), unless otherwise noted.

2. Section 270.30b1-9 is revised to read as follows:

PART 274—FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

3. The general authority citation for part 274 continues to read as follows:

Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78 l, 78m, 78n, 78o(d), 80a-8, 80a-24, 80a-26, 80a-29, and Pub. L. 111-203, sec. 939A, 124 Stat. 1376 (2010), unless otherwise noted.

4. Section 274.150 is revised to read as follows:

5. Form N-PORT (referenced in § 274.150) is amended as follows:

Note:

The text of Form N-PORT does not, and these amendments will not, appear in the Code of Federal Regulations.

FORM N-PORT

MONTHLY PORTFOLIO INVESTMENTS REPORT

Form N-PORT is to be used by a registered management investment company, or an exchange-traded fund organized as a unit investment trust, or series thereof (“Fund”), other than a Fund that is regulated as a money market fund (“money market fund”) under rule 2a-7 under the Investment Company Act of 1940 [15 U.S.C. 80a] (“Act”) (17 CFR 270.2a-7) or a small business investment company (“SBIC”) registered on Form N-5 (17 CFR 239.24 and 274.5), to file reports of monthly portfolio holdings pursuant to rule 30b1-9 under the Act (17 CFR 270.30b1-9). The Commission may use the information provided on Form N-PORT in its regulatory, enforcement, examination, disclosure review, inspection, and policymaking roles.

GENERAL INSTRUCTIONS

A. Rule as to Use of Form N-PORT

Form N-PORT is the reporting form that is to be used for monthly reports of Funds other than money market funds and SBICs under section 30(b) of the Act, as required by rule 30b1-9 under the Act (17 CFR 270.30b1-9). Funds must report information quarterly about their portfolios and each of their portfolio holdings as of the last business day, or last calendar day, of each month. A registered investment company that has filed a registration statement with the Commission registering its securities for the first time under the Securities Act of 1933 is relieved of this reporting obligation with respect to any reporting period or portion thereof prior to the date on which that registration statement becomes effective or is withdrawn.

Reports on Form N-PORT must disclose portfolio information as calculated by the fund for the reporting period's ending net asset value (commonly, and as permitted by rule 2a-4, the first business day following the trade date). A Fund must maintain in its records the information that is required to be included on Form N-PORT no later than 30 days after the end of each month. Such information shall be treated as a record under section 31(a)(1) of the Act and rule 31a-1(b) thereunder subject to the requirements of rule 31a-2(a)(2). Reports on Form N-PORT for each month in each fiscal quarter of a fund must be filed with the Commission no later than 60 days after the end of such fiscal quarter. If the due date falls on a weekend or holiday, the filing deadline will be the next business day.

A Fund may file an amendment to a previously filed report at any time, including an amendment to correct a mistake or error in a previously filed report. A Fund that files an amendment to a previously filed report must provide information in response to all items of Form N-PORT, regardless of why the amendment is filed.

6. Form N-LIQUID (referenced in § 274.223) is amended as follows:

Note:

The text of Form N-LIQUID does not, and these amendments will not, appear in the Code of Federal Regulations.

FORM N-LIQUID

CURRENT REPORT

OPEN END MANAGEMENT INVESTMENT COMPANY LIQUIDITY

PART E. Explanatory Notes (if any)

Registrants may provide any information it believes would be helpful in understanding the information reported in response to any Item of this Form.