February 18, 2018

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SEC Delays Form N-PORT EDGAR Filing Requirement by Nine Months

On December 8, 2017, the SEC adopted a temporary rule (the Temporary Rule) delaying by nine months the requirement that registered investment companies file reports on new Form N-PORT1 on the EDGAR system. Under the Temporary Rule, larger fund groups that previously would have been required to submit their first reports on Form N-PORT on EDGAR for the period ending June 30, 2018 (due no later than July 30, 2018) will submit their first reports on Form N-PORT on EDGAR by April 30, 2019. Smaller fund groups will begin submitting reports on  Form N-PORT on EDGAR by April 30, 2020. Notably, larger fund groups must begin collecting and maintaining information required to be included on Form N-PORT by the original June 1, 2018 compliance date, notwithstanding that the information will not be submitted to EDGAR. The Form N-PORT information collected and maintained during this nine-month delay period (the Delay Period) will be subject to all applicable recordkeeping rules and requirements, including being subject to examination by the SEC staff. Smaller fund groups will not be required to collect and maintain Form N-PORT information during the Delay Period.

In order to ensure investors receive the same information that they currently receive during the Delay Period, the Temporary Rule also extends the requirement to file reports on Form N-Q through the March 31, 2019 reporting period for larger fund groups and through the March 31, 2020 reporting period for smaller fund groups. The Temporary Rule does not affect any requirements relating to the new annual Form N-CEN, which will continue to be required for fiscal years ending on or after June 1, 2018.

The adopting release for the Temporary Rule states that the SEC recognizes “the importance of sound data security practices and protocols for sensitive, nonpublic information, including information that may be competitively sensitive” and, in this connection, notes recent efforts directed by SEC Chairman Jay Clayton to assess and strengthen the SEC’s cybersecurity risk profile. Certain of these measures, the adopting release explains, “which will be designed to improve EDGAR’s functionality and security, could negatively affect EDGAR’s ability to validate and accept Form N-PORT filings in a timely manner, in particular during peak filing periods.” Thus, the SEC determined it was appropriate to delay the Form N-PORT filing requirement to allow for completion of the SEC’s internal data security review and implement and test any resulting modifications.

The SEC staff previously prepared responses to certain questions related to the investment company reporting modernization reforms. These FAQs are available here.


1 The SEC approved new Form N-PORT as part of a broader set of reporting reforms adopted on October 13, 2016. See Investment Company Reporting Modernization, Investment Company Act Release No. 32314 (available at: https://www.sec.gov/rules/final/2016/33-10231.pdf). Form N-PORT requires all registered management investment companies (other than money market funds and small business investment companies) and unit investment trusts that operate as exchange-traded funds to report information about their monthly portfolio holdings to the SEC in a structured data format no later than 30 days after the close of each month using the SEC’s EDGAR system. In general, reports on Form N-PORT for every third month of each fiscal quarter will be available to the public 60 days after the end of the fiscal quarter.

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Vedder Price P.C. attorneys provide a full range of services to a diverse financial services clientele. Attorneys practicing in the firm’s Investment Services Group are experienced in all aspects of investment company and investment adviser securities regulations, broker-dealer regulatory and compliance matters, derivatives and financial product matters, and ERISA and tax matters. Clients include mutual fund complexes, hedge and other private funds, money managers, broker-dealers, independent directors, and many other types of institutions such as banks, savings and loans,...

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