SEC Modifies Timing Requirements for Filing Non-Public Form N-PORT Data in Light of Cybersecurity Risk Concerns
March 1, 2019
On February 27, 2019, the Securities and Exchange Commission (SEC) modified the submission deadlines for funds filing non-public monthly reports on Form N-PORT.1 Instead of filing non-public monthly reports with the SEC within 30 days after each month-end, funds will be required to maintain the relevant information in their records and file all three monthly reports with the SEC no later than 60 days after the end of each fiscal quarter. The monthly reports on Form N-PORT for the first and second months of the fiscal quarter will remain non-public, while the monthly report for the third month will become publicly available upon filing (with the exception of certain specific data items2). The change does not affect the amount or timing of the information made available to the public.
The SEC determined that allowing monthly data on Form N-PORT to be reported to the SEC on a more delayed basis – while in no way reducing the amount of data that it ultimately receives, and also preserving the SEC staff’s ability to require production of the data on a more timely basis upon request – will allow the SEC to fulfill its mission, while meaningfully reducing the potential cybersecurity risks arising from the collection and maintenance of sensitive non-public data on the SEC’s EDGAR system.
The current compliance dates for filing Form N-PORT will not change — April 1, 2019 for large fund groups,3 and April 1, 2020, for smaller fund groups.4
The SEC, however, recognizes 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 larger fund groups adequate time to prepare their reports, the SEC 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 SEC (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 SEC (February). Thus, 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.
Form N-LIQUID. The SEC will continue to receive reports on Form N-LIQUID, which provides the SEC with more timely information on certain liquidity events at a fund.5 In response to feedback from funds indicating a desire to include additional narrative information in their reports that relate to the circumstances surrounding the liquidity event, the SEC is amending Form N-LIQUID to provide for a voluntary explanatory notes section.
1 Form N-PORT requires certain registered investment companies to report information about their monthly portfolio holdings to the SEC 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, and by unit investment trusts that operate as exchange-traded funds.
2 Among the non-public portions are information related to a fund’s highly liquid investment minimum, certain information related to derivative transactions, and the liquidity classification for portfolio investments.
3 Funds that together with other investment companies in the same group of related investment companies have net assets of $1 billion or more as of the end of the most recent fiscal year of the fund.
4 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 of the fund.
5 See Investment Company Liquidity Risk Management Program, Investment Company Act Release No.
32315 (Oct. 13, 2016) [81 FR 82142 (Nov. 18, 2016)].