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the agency or agencies that issued and signed a document the number of the CFR title and the number of each part the document amends, proposes to amend, or is directly related to the agency docket number / agency internal file number the RIN which identifies each regulatory action listed in the Unified Agenda of Federal Regulatory and Deregulatory Actions See the Document Drafting Handbook for more details.
Securities and Exchange Commission
17 CFR Parts 270 and 274 [Release No. IC-35308; File No. S7-26-22] RIN 3235-AM98 AGENCY:
Securities and Exchange Commission.
ACTION:
Final rule; guidance.
SUMMARY:
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.
DATES:
Effective dates: 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.
Compliance dates: The applicable compliance dates are discussed in section II.E.
FOR FURTHER INFORMATION CONTACT:
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.
SUPPLEMENTARY INFORMATION:
The Commission is adopting amendments to the following rules and forms:
| Commission reference | CFR citation (17 CFR) |
| Investment Company Act of 1940 (“Act” or “Investment Company Act”) | |
| Rule 30b1-9 | § 270.30b1-9. |
| Form N-PORT | § 274.150. |
| Form N-CEN | § 274.101. |
| 15 U.S.C. 80a-1 et seq. 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]. |
| I. Introduction | 3 |
| II. Discussion | 13 |
| A. Amendments to Form N-PORT | 13 |
| 1. Filing Frequency | 13 |
| 2. Publication Frequency | 32 |
| 3. Other Amendments to Form N-PORT | 42 |
| B. Amendments to Form N-CEN | 47 |
| C. Guidance on Open-End Fund Liquidity Risk Management Program Requirements | 48 |
| D. Technical and Conforming Amendments | 57 |
| E. Transition Periods | 57 |
| III. Other Matters | 62 |
| IV. Economic Analysis | 63 |
| A. Introduction | 63 |
| B. Baseline | 65 |
| 1. Regulatory Baseline | 65 |
| 2. Affected Entities | 69 |
| C. Benefits and Costs of the Amendments | 72 |
| 1. Form N-PORT Filing Frequency | 72 |
| 2. Form N-PORT Publication Frequency | 80 |
| 3. Amendments to Form N-CEN | 89 |
| 4. Entity Identifiers | 90 |
| 5. Other Compliance Costs | 90 |
| D. Effects on Efficiency, Competition, and Capital Formation | 92 |
| 1. Efficiency | 92 |
| 2. Competition | 93 |
| 3. Capital Formation | 95 |
| E. Alternatives | 96 |
| 1. Form N-PORT Filing Frequency | 96 |
| 2. Form N-PORT Publication Frequency | 97 |
| 3. Other Alternatives | 98 |
| V. Paperwork Reduction Act | 99 |
| A. Introduction | 99 |
| B. Form N-PORT | 100 |
| C. Form N-CEN | 106 |
| VI. Final Regulatory Flexibility Analysis | 109 |
| A. Need for and Objectives of the Rule and Form Amendments | 110 |
| B. Significant Issues Raised by Public Comments | 110 |
| C. Small Entities Subject to Rule Amendments | 112 |
| |
| D. Projected Reporting, Recordkeeping, and Other Compliance Requirements | 112 |
| E. Agency Action To Minimize Effect on Small Entities | 114 |
| Statutory Authority | 116 |
Table 1—Funds Required To File Form N-PORT by Type, as of Dec. 31, 2023
| Fund type | Total |
| Number | Net assets, $ trillion |
| 1. Open-end funds registered on Form N-1A: | | |
| a. Mutual funds required to file Form N-PORT | 8,810 | $21.10 |
| b. ETFs: | 3,048 | 6.38 |
| i. non-transparent ETFs | 49 | 0.01 |
| ii. daily website disclosure required | 2,999 | 6.38 |
| 2. Closed-end funds registered on Form N-2 | 684 | 0.36 |
| 3. ETFs that are UITs registered on Form N-8B-2 | 4 | 0.75 |
| 4. Variable annuity separate accounts registered on Form N-3 | 15 | 0.23 |
| Total | 12,561 | 28.82 |
| Notes: |
| 1. Mutual funds are identified as those funds reported in Item B.6.a of Form N-CEN that are not identified as ETFs in Item C.3.a.i of Form N-CEN. Money market funds are excluded from the number of mutual funds, as they are not required to file Form N-PORT. We use information reported in Item C.3.g of Form N-CEN to identify money market funds and exclude 327 money market funds that hold approximately $6.31 trillion in net assets from the total number of mutual funds in order to estimate the number of mutual funds required to file Form N-PORT. |
| 2. ETFs registered as open-ended funds are identified on Item C.3.a.i of Form N-CEN. UIT ETFs and exchange-traded managed funds are excluded from these ETF totals and presented in a separate line item. |
| 3. Non-transparent ETFs are not subject to daily website disclosure of their portfolio holdings. The estimate for the number of non-transparent ETFs is based on the staff analysis of funds that have been granted exemptive relief to operate actively managed ETFs that do not provide daily portfolio transparency (non-transparent ETFs). |
| 4. ETFs identified on Item C.3.a.i of Form N-CEN excluding 49 non-transparent ETFs. Among the ETFs required to disclose their portfolio holdings daily on their websites, we identify 960 in-kind ETFs that hold approximately $1.84 trillion in net assets, based on Item E.5 of Form N-CEN. |
| 5. Closed-end funds are identified on Form N-CEN, Item B.6.b. |
| 6. UIT ETFs are identified in Form N-CEN Item B.6.g, and are also reported in Item E of Form N-CEN. These include 3 in-kind ETFs and 1 not in-kind ETF. |
| 7. Variable annuity separate accounts are identified on Form N-CEN, Item B.6.c. |
Table 2—Registered Funds by Fiscal Year End, as of Dec. 31, 2023
| Fiscal year end | Number of funds | Net assets |
| No. | % of total | $, trillion | % of total |
| 31-Jan | 189 | 1.5 | $0.59 | 1.9 |
| 28-Feb | 414 | 3.3 | 1.94 | 6.1 |
| 31-Mar | 1,092 | 8.7 | 2.92 | 9.2 |
| 30-Apr | 517 | 4.1 | 0.84 | 2.7 |
| 31-May | 638 | 5.1 | 1.13 | 3.6 |
| 30-Jun | 788 | 6.3 | 1.21 | 3.8 |
| 31-Jul | 637 | 5.1 | 1.11 | 3.5 |
| 31-Aug | 1,072 | 8.5 | 2.40 | 7.6 |
| 30-Sep | 1,093 | 8.7 | 3.54 | 11.2 |
| 31-Oct | 2,328 | 18.5 | 5.30 | 16.7 |
| 30-Nov | 385 | 3.1 | 0.78 | 2.4 |
| 31-Dec | 3,445 | 27.3 | 9.95 | 31.4 |
| Total | 12,598 | 100.0 | 31.72 | 100.0 |
Table 3—Form N-PORT PRA Estimates
| | Initial internal burden hours | Internal annual burden hours | | Wage rate | Internal time costs | Annual external cost burden |
| PROPOSED ESTIMATES |
| [Aggregate Liquidity Classification Reporting] [Not Adopted] |
| Funds that license a software solution to prepare Form N-PORT | 3 hours | 2 hours | × | $381 | $762 | $250 |
| Number of funds | | × 4,021 funds | | | × 4,021 funds | × 4,021 funds |
| Funds that retain the services of a third-party vendor to prepare Form N-PORT | 3 hours | 2 hours | | 381 | $762 | $286 |
| Number of funds | | × 7,467 funds | | | × 7,467 funds | × 7,467 funds |
| Subtotal: Aggregate Liquidity Classification | | 22,976 hours | | | $8,753,856 | $3,140,819 |
| [Swing Pricing Reporting] [Not Adopted] |
| Funds that license a software solution to prepare Form N-PORT | 9 hours | 4 hours | × | 381 | $1,524 | $250 |
| Number of funds | | × 3,165 funds | | | × 3,165 funds | × 3,165 funds |
| Funds that retain the services of a third-party vendor to prepare Form N-PORT | 9 hours | 4 hours | × | 381 | $1,524 | $286 |
| Number of funds | | × 5,878 funds | | | × 5,878 funds | × 5,878 funds |
| Subtotal: Swing Pricing Reporting | | 36,172 hours | | | $13,781,532 | $2,472,356 |
| [Other Proposed Amendments to Form N-PORT] [Adopted] |
| Funds that license a software solution to prepare Form N-PORT | | 1 hours | × | 381 | $381 | |
| Number of funds | | × 4,254 funds | | | × 4,254 funds | |
| Funds that retain the services of a third-party vendor to prepare Form N-PORT | | 1 hours | × | 381 | $381 | |
| Number of funds | | × 7,899 funds | | | × 7,899 funds | |
| Subtotal: Other Proposed Amendments | | 12,153 hours | | | $4,630,293 | |
| Total Estimated Burdens for Proposed Amendments |
| Total new annual burden | | 71,301 hours | | | $27,165,681 | $5,613,175 |
| |
| Total Estimated Burdens, Including Proposed Amendments |
| Current burden estimates | | 1,848,326 hours | | | | $108,457,536 |
| Revised burden estimates | | 1,919,627 hours | | | | $114,070,711 |
| FINAL ESTIMATES |
| Funds that license a software solution to prepare Form N-PORT | 6 hours | 7 hours | × | 420 | $2,940 | $2,000 |
| Number of funds | | × 4,396 funds | | | × 4,396 funds | × 4,396 funds |
| Funds that retain the services of a third-party vendor to prepare Form N-PORT | 6 hours | 5 hours | × | 420 | $2,100 | $4,000 |
| Number of funds | | × 8,165 funds | | | × 8,165 funds | × 8,165 funds |
| Total new annual burden | | 71,597 hours | | | $30,070,740 | $41,452,000 |
| Total Estimated Burdens, Including Final Amendments |
| Current burden estimates | | 1,929,237 hours | | | | $136,290,893 |
| Revised burden estimates | | 2,000,834 hours | | | | $177,742,893 |
| Certain products and sums do not tie due to rounding. |
| Notes : |
| 1. Includes initial burden estimates annualized over a 3-year period. |
| 2. The Commission's estimates of the relevant wage rates are based on the salary information for the securities industry compiled by Securities Industry and Financial Markets Association's Office Salaries in the Securities Industry 2013, as modified by Commission staff (“SIFMA Wage Report”). The estimated figures are modified by firm size, employee benefits, overhead, and adjusted to account for the effects of inflation. |
| 3. For additional detail about the proposed estimates, see Proposing Release, supra note 11, at section IV.D. |
| 4. Reflects an initial burden of 6 hours, annualized over a 3-year period, with an estimated ongoing annual burden of 5 hours. |
| 5. The $420 wage rate reflects current estimates of the blended hourly rate for a senior programmer ($399) and a compliance attorney ($440). |
| 6. Based on Commission filings, we estimate that there are 12,561 funds that file reports on Form N-PORT. We estimate that 35% of these funds (or 4,396) would license a software solution to prepare Form N-PORT while 65% (or 8,165) would rely on a third-party vendor. |
| 7. Reflects an initial burden of 6 hours, annualized over a 3-year period, with an estimated ongoing annual burden of 3 hours. |
Table 4—Form N-CEN PRA Estimates
| | Initial internal burden hours | Internal annual burden hours | | Wage rate | Internal time costs | Annual external cost burden |
| PROPOSED ESTIMATES |
| Liquidity Service Provider Reporting | 1.5 hours | 1 hour | × | $381 | $381 | |
| Number of registrants | | × 2,754 registrants | | | × 2,754 registrants | |
| Subtotal: Liquidity Service Provider Reporting | | 2,754 hours | | | $1,049,274 | |
| Removal of Swing Pricing Reporting [not adopted] | | (0.5) hours | × | 351 | $(175.5) | |
| Number of funds | | × 9,854 funds | | | × 9,854 funds | |
| Subtotal: Removal of Swing Pricing Reporting | | (4,927 hours) | | | ($1,729,377) | |
| Total new annual burden | | (2,173 hours) | | | ($680,103) | |
| Total Estimated Burdens, Including Proposed Amendments |
| Current burden estimates | | 54,890 hours | | | | $1,344,981 |
| Revised burden estimates | | 52,718 hours | | | | $1,344,981 |
| FINAL ESTIMATES |
| Liquidity Service Provider Reporting | 1.5 hours | 1 hour | × | 420 | $420 | |
| Number of registrants | | × 2,749 registrants | | | × 2,749 registrants | |
| Subtotal: Liquidity Service Provider Reporting | | 2,749 hours | | | $1,154,580 | |
| Total Estimated Burdens, Including Final Amendments |
| Current burden estimates | | 59,490 hours | | | | $605,520 |
| Revised burden estimates | | 62,239 hours | | | | $605,520 |
| Notes: |
| 1. Includes initial burden estimates annualized over a 3-year period. |
| 2. See supra Table 3, at note 2. |
| 3. For additional detail about the proposed estimates, see Proposing Release, supra note 11, at section IV.D. |
| 4. Reflects an initial burden of 1.5 hours, annualized over a 3-year period, with an estimated ongoing annual burden of 0.5 hours. |
| 5. The $420 wage rate reflects current estimates of the blended hourly rate for a senior programmer ($399) and a compliance attorney ($440). |
