Conformed to Federal Register version

Agency decision

Ask Donna

What actually matters in this document.

Text

SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 270 and 274

[Release No. IC-35962; File No. S7-2026-05]

RIN 3235-AN44

Form N-PORT Reporting

AGENCY: Securities and Exchange Commission.

ACTION: Proposed rule.

SUMMARY: The Securities and Exchange Commission (the “Commission”) is proposing

amendments to reporting requirements on Form N-PORT that apply to certain registered

investment companies, including registered open-end funds, registered closed-end funds, and

exchange-traded funds organized as unit investment trusts. The proposed amendments would

modify provisions adopted in 2024 to provide these funds with an additional fifteen days to file

monthly reports of portfolio-related information on Form N-PORT and would restore the

quarterly publication frequency that had been in place for over two decades. The Commission is

proposing these amendments in light of feedback from market participants and other

developments. The Commission is also proposing to streamline or remove certain items and subitems, reducing reporting burdens in ways that would not significantly affect the Commission’s

uses of the data and are not expected to significantly affect the public’s ability to assess relevant

information about a fund. Finally, the Commission is proposing to adjust how funds with share

classes that operate as exchange-traded funds report certain information to improve information

about this fund structure and to require information about funds’ ticker symbols, as well as

certain class-level identifiers, as applicable, to facilitate efficient use of the reported information.

DATES: Comments should be submitted on or before April 24, 2026.

ADDRESSES: Comments may be submitted by any of the following methods:

Electronic Comments:

•

Use the Commission’s internet comment form (https://www.sec.gov/comments/s7-202605/form-n-port-reporting); or

•

Send an email to rule-comments@sec.gov. Please include File Number S7-2026-05 on

the subject line.

Paper Comments:

•

Send paper comments to Secretary, Securities and Exchange Commission, 100 F Street

NE, Washington, DC 20549-1090.

All submissions should refer to File Number S7-2026-05. This file number should be

included on the subject line if email is used. To help the Commission process and review your

comments more efficiently, please use only one method of submission. The Commission will

post all comments on the Commission’s website (https://www.sec.gov/comments/s7-202605/form-n-port-reporting). Do not include personal identifiable information in submissions; you

should submit only information that you wish to make available publicly. We may redact in part

or withhold entirely from publication submitted material that is obscene or subject to copyright

protection.

Studies, memoranda, or other substantive items may be added by the Commission or staff

to the comment file during this rulemaking. A notification of the inclusion in the comment file of

any such materials will be made available on the Commission’s website. To ensure direct

electronic receipt of such notifications, sign up through the “Stay Connected” option at

www.sec.gov to receive notifications by email.

A summary of the proposal of not more than 100 words is posted on the Commission’s

website (https://www.sec.gov/rules-regulations/2026/02/s7-2026-05).

FOR FURTHER INFORMATION CONTACT: Susan Ali, Counsel; Angela Mokodean,

Senior Special Counsel; 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 proposing amendments to 17

CFR 270.30b1-9 (“rule 30b1-9”), 17 CFR 274.150, and Form N-PORT [referenced in 17 CFR

274.150] under the Investment Company Act of 1940 (the “Act”).

TABLE OF CONTENTS

Introduction ................................................................................................................... 4

Developments after Adoption of the 2024 Amendments ........................................... 6

Overview of Proposed Amendments .......................................................................... 8

II.

Discussion..................................................................................................................... 11

Filing Timeframe ...................................................................................................... 11

Publication Frequency .............................................................................................. 25

Other Proposed Amendments to Form N-PORT ...................................................... 36

Proposed Transition Period ....................................................................................... 60

III.

Economic Analysis ...................................................................................................... 63

Introduction ............................................................................................................... 63

Baseline ..................................................................................................................... 65

Regulatory Baseline .......................................................................................... 66

Affected Entities ............................................................................................... 68

Economic Literature on the Disclosure of Registered Fund Portfolio Holdings

Benefits and Costs of the Amendments .................................................................... 74

Filing Timeframe .............................................................................................. 74

Publication Frequency ...................................................................................... 76

Other Proposed Amendments to Form N-PORT .............................................. 79

Monetized Benefits and Costs .......................................................................... 84

IV.

Present Values and Annualized Values of Monetized Benefits and Costs ....... 86

Effects on Efficiency, Competition, and Capital Formation..................................... 89

Efficiency .......................................................................................................... 89

Competition....................................................................................................... 91

Capital Formation ............................................................................................. 91

Reasonable Alternatives............................................................................................ 92

Filing Timeframe .............................................................................................. 92

Publication of Registered Fund Holdings ......................................................... 93

Paperwork Reduction Act .......................................................................................... 94

Introduction ............................................................................................................... 94

Form N-PORT .......................................................................................................... 95

Request for Comment ............................................................................................... 99

Initial Regulatory Flexibility Analysis .................................................................... 100

Reasons for and Objectives of Proposed Actions ................................................... 101

Legal Basis .............................................................................................................. 101

Small Entities Subject to the Amendments ............................................................. 101

Projected Reporting, Recordkeeping, and Other Compliance Requirements ......... 102

Duplicative, Overlapping, or Conflicting Federal Rules ........................................ 103

Significant Alternatives .......................................................................................... 103

General Request for Comment................................................................................ 106

VI.

Consideration of Impact on the Economy .............................................................. 106

VII.

Other Matters ........................................................................................................ 107

Statutory Authority ............................................................................................................ 107

Introduction

On August 28, 2024, the Commission adopted amendments to Form N-PORT to require

more frequent reporting of monthly portfolio holdings and related information to the

Commission and the public, and to modify certain reporting requirements relating to entity

identifiers (the “2024 amendments”). 1 Many registered investment companies are required to

report on Form N-PORT, including registered open-end funds, registered closed-end funds, and

exchange-traded funds (“ETFs”) organized as unit investment trusts, but excluding money

market funds and small business investment companies (hereinafter, registered investment

companies that are required to report on Form N-PORT are referred to as “registered funds”).

Reports on Form N-PORT provide monthly information about a registered fund’s complete

portfolio holdings, as well as related information to help assess a fund’s risks, including

investment risk (e.g., interest rate risk, credit risk, and volatility risk), liquidity risk, counterparty

risk, and leverage. These reports are an important source of information for the Commission and

its staff in carrying out regulatory responsibilities related to registered funds and the broader

asset management industry. Overall, the 2024 amendments were intended to provide the

Commission and the public with timelier information about funds’ portfolio investments,

enabling more comprehensive oversight of an ever-evolving registered fund industry by the

Commission and providing investors with information to make more informed investment

decisions.

As discussed in more detail below, several developments occurred following the adoption

of the 2024 amendments. As a result, the Commission has delayed the effective and compliance

dates of the 2024 amendments and reviewed those amendments and their possible effects, as set

forth in this release. In connection with that review, we are proposing to provide funds with

fifteen additional days to file monthly reports with the Commission. This additional time is

Form N-PORT and Form N-CEN Reporting; Guidance on Open-End Fund Liquidity Risk Management

Programs, Investment Company Act Release No. 35308 (Aug. 28, 2024) [89 FR 73764 (Sept. 11, 2024)]

(“2024 Adopting Release”), https://www.sec.gov/files/rules/final/2024/ic-35308.pdf. The Commission also

adopted amendments to Form N-CEN and provided guidance on liquidity risk management program

requirements for open-end funds. Those aspects of the 2024 Adopting Release are not affected by this

proposal.

designed to reduce the risk of errors in the reported information and reduce reporting burdens

while continuing to recognize that Form N-PORT information is more valuable to the

Commission and staff when it reflects more current portfolio holdings and related information.

Additionally, to reduce the risk associated with the 2024 amendments that external parties may

use more frequent disclosures of a registered fund’s portfolio holdings to infer the fund’s

proprietary investment strategy or trading intentions and use that information in ways that

increase costs for the fund and its shareholders, and in light of advancements in technology, we

are proposing to revert to providing the public with access to quarterly snapshots of portfolio

information on Form N-PORT, consistent with requirements for the past two decades prior to the

adoption of the 2024 amendments. 2

The Commission is also proposing to remove or streamline certain items and sub-items of

the form to refine the information that is collected without significantly affecting the utility of

the reported information. In addition, we are proposing to require registered funds with share

classes that operate as exchange-traded funds (“ETF share classes”) to report certain information

on the form to improve the Commission’s and the public’s understanding of the size and flows of

this type of fund structure. Finally, we are proposing to require registered funds to report certain

additional identifying information, such as ticker symbols, to help data users use the reported

information more efficiently.

A. Developments after Adoption of the 2024 Amendments

Following adoption of the 2024 amendments, several developments caused the

Commission to delay the effective and compliance dates of the 2024 amendments and review

See Shareholder Reports and Quarterly Portfolio Disclosure of Registered Investment Companies,

Investment Company Act Release No. 26372 (Feb. 27, 2004) [69 FR 11244 (Mar. 9, 2004)] (“Shareholder

Reports and Quarterly Portfolio Disclosure Release”).

their potential effects. 3 In October 2024, petitioner Registered Funds Association filed a petition

in the Fifth Circuit Court of Appeals seeking review of the 2024 amendments. 4 Although the

petitioner challenged the Form N-PORT amendments as a whole, it emphasized concerns related

to more frequent publication of registered funds’ portfolio holdings. These proceedings are

currently stayed while the Commission reviews the 2024 amendments and considers potential

changes. 5

Additionally, on January 20, 2025, President Donald J. Trump signed a Presidential

Memorandum directing agencies to consider postponing the effective date for any rules that had

been issued but had not yet taken effect for the purpose of reviewing any questions of fact, law,

and policy that the rules may raise. 6 The Presidential Memorandum further states that, for those

rules that raise substantial questions of fact, law, or policy, agencies should take further

appropriate action. Moreover, the President subsequently issued additional Executive Orders

expressing a policy goal of reducing regulatory burdens. 7 At the time of the signing of the

Presidential Memorandum, the 2024 amendments, while issued, had not yet taken effect. As a

Form N-PORT and Form N-CEN Reporting; Guidance on Open-End Fund Liquidity Risk Management

Programs; Delay of Effective and Compliance Dates, Investment Company Act Release No. 35538 (Apr.

16, 2025) [90 FR 16812 (Apr. 22, 2025)] (“2025 Delay Release”),

https://www.sec.gov/files/rules/final/2025/ic-35538.pdf. Specifically, the Commission delayed the effective

date for the Form N-PORT amendments from Nov. 17, 2025, to Nov. 17, 2027, and delayed the compliance

date from Nov. 17, 2025, to Nov. 17, 2027, for larger entities and from May 18, 2026, to May 18, 2028, for

smaller entities.

Registered Funds Association v. SEC, No. 24-60550 (5th Cir. 2024).

See ECF No. 50-2, Registered Funds Association v. SEC, No. 24-60550 (5th Cir. Feb. 11, 2025).

Regulatory Freeze Pending Review (Jan. 20, 2025) [90 FR 8249 (Jan. 28, 2025)], available at

https://www.whitehouse.gov/presidential-actions/2025/01/regulatory-freeze-pending-review/ (“Presidential

Memorandum”). The Presidential Memorandum directed agencies to consider postponing the effective date

of any such rules for 60 days and, as appropriate and consistent with applicable law, and where necessary

to continue to review the questions of fact, law, and policy, consider further delaying, or publishing for

notice and comment proposed rules further delaying such rules, beyond the 60-day period.

See, e.g., Unleashing Prosperity Through Deregulation (Jan. 31, 2025) [90 FR 9065 (Feb. 6, 2025)],

available at https://www.whitehouse.gov/presidential-actions/2025/01/unleashing-prosperity-throughderegulation/.

result, the Commission initiated a review of the 2024 amendments to consider questions of fact,

law, or policy associated with the amendments. While performing the review, we also considered

other aspects of Form N-PORT and the overall effectiveness and usability of information

reported on the form.

Since the adoption of the 2024 amendments, the Commission also has received additional

feedback on the amendments, including through staff outreach, to inform our review of the

amendments. Through letters and meetings, registered fund industry members have further

highlighted and provided additional information about the potential negative impacts of the

amendments as industry members began to focus on implementation. For example, industry

members have indicated that the 30-day reporting timeframe requires registered funds to gather

data more quickly than current operational processes contemplate and to accelerate internal

review and signoff procedures, which we understand is particularly difficult for certain funds

with more complex strategies, and increases the overall risk of errors and resubmissions.

Additionally, a letter from a registered fund industry group suggested that the amendments

would also harm registered fund shareholders and curb fund innovation and suggested that the

Commission amend its approach. 8

B. Overview of Proposed Amendments

As part of the Commission’s review of the Form N-PORT amendments, we have

considered available information, including additional information and evolving dynamics

following the adoption of the amendments, and accordingly have reassessed the benefits and

costs of the amendments. As a result of this review, we are proposing to extend the filing

See Letter from Investment Company Institute (Feb. 26, 2025) (“ICI Letter”), available at

https://www.ici.org/system/files/2025-02/25-cl-form%20nport-amendments.pdf.

deadline from 30 to 45 days after month end and are proposing to publish reports for only the

third month of a registered fund’s fiscal quarter 60 days after month end. Table 1 below displays

the key elements of the Form N-PORT requirements that were revised as a part of the 2024

amendments and compares the previous Form N-PORT requirements, the 2024 amendments, and

the current proposal. 9

Table 1. Comparison of Form N-PORT Requirements Prior to 2024 Amendments, the

2024 Amendments, and the Proposed Amendments

Filing Timeframe

Publication

Frequency

Recordkeeping

Entity Identifiers

Requirements Prior

to 2024

Amendments1

Reports for each

month in a registered

fund’s fiscal quarter

must be filed no later

than 60 days after the

end of the relevant

fiscal quarter

Information reported

for the third month of

a registered fund’s

fiscal quarter will be

made public upon

filing (i.e., no later

than 60 days after

fiscal quarter end)

No later than 30 days

after the end of each

month, a registered

fund must maintain in

its records the

information that

Form N-PORT

requires

Certain items require

reporting of a legal

entity identifier

2024 Amendments

Proposed

Amendments

Reports for each

month must be filed

no later than 30 days

after the end of the

relevant month

Reports for each

month must be filed

no later than 45 days

after the end of the

relevant month

Information reported

for each month will

be made public 60

days after month end

Information reported

for the third month of

a registered fund’s

fiscal quarter will be

made public 60 days

after fiscal quarter

end

N/A

Provides separate

fields for reporting

No change to 2024

amendments.

For a table displaying the key proposed changes to the information registered funds are required to report

on Form N-PORT, see infra section II.C, Table 2.

Notes:

(“LEI”), if any, of a

LEI or RSSD ID, if

counterparty or

any.

issuer. If an LEI has

not been assigned,

registered funds

instead provide in the

LEI field an RSSD

ID, if any, assigned

by the National

Information Center of

the Board of

Governors of the

Federal Reserve

System.

1. The requirements described in this column are currently in effect and reflect the approach that registered funds

currently are required to follow, as the effective date of the 2024 amendments has been delayed until November

17, 2027.

The proposed amendments would continue to provide the Commission with reasonably

timely data while also reducing operational burdens and the risk of errors. In addition, compared

to the 2024 amendments, the proposed quarterly publication schedule is designed to reduce the

risk of external parties inferring a registered fund’s proprietary trading strategy or trading

intentions from Form N-PORT reports and acting on that information in a way that is harmful to

the fund. We are soliciting public comment on whether the proposed changes strike an

appropriate balance between the benefits of portfolio-related information for the Commission

and the public and the burdens to registered funds of reporting such information.

Separate from the proposed changes to the filing timeframe and publication frequency of

Form N-PORT reports, we are proposing to modify certain information collected on portfolio

level risk metrics and returns to narrow their scope, and proposing to eliminate certain

information collected on non-derivatives instruments’ payoff profiles, convertible bonds, and the

reason a single holding has multiple liquidity classifications. In addition, we are proposing to

remove the reporting requirements added to Form N-PORT when the Commission adopted

amendments to rule 35d-1 under the Act (the “names rule”). 10 The proposed amendments to

streamline or remove reporting requirements would not significantly affect the Commission’s

uses of the data and are not expected to significantly affect the public’s ability to assess relevant

information about a registered fund, but would reduce the reporting burden for these funds.

Finally, we are proposing to require certain additional information. We propose to require

a registered fund with an ETF share class to report information on the ETF class’s net assets and

shareholder flows. These amendments are designed to provide the Commission and investors

with information to better understand the size and flows of this type of fund structure. We also

propose to require registered funds to provide information about their ticker symbols, as well as

certain class-level identifiers, as applicable. These amendments are designed to help data users

more efficiently use other information that is reported on the form.

II.

Discussion

A. Filing Timeframe

We are proposing to amend rule 30b1-9 and Form N-PORT to require registered funds to

file Form N-PORT reports within 45 days after the end of the month to which they relate. 11

Specifically, rather than filing monthly reports with the Commission within 60 days after the end

of each fiscal quarter consistent with the prior rule or within 30 days after the end of each

calendar month as required under the 2024 amendments, we are proposing to require registered

funds file reports on a monthly basis within 45 days after the end of the month to which they

See Investment Company Names, Investment Company Act Release No. 35000 (Sept. 20, 2023) [88 FR

70436 (Oct. 11, 2023)], Investment Company Names; Correction, Investment Company Act Release No.

35000A (Oct. 24, 2023) [88 FR 73755 (Oct. 27, 2023)] (“Names Rule Adopting Release”). Funds have not

begun to comply with the names rule-related reporting requirements on Form N-PORT.

See General Instruction A of proposed Form N-PORT; proposed rule 30b1-9. We are also proposing

conforming amendments to 17 CFR 274.150.

relate. These proposed changes are intended to better balance the need for the Commission to

receive timely data against burdens to registered funds relative to the 2024 amendments.

Specifically, the proposed approach would provide registered funds with an additional 15 days to

gather, verify, and file information relative to the 30-day filing requirement in the 2024

amendments.

As a general matter, the Commission and its staff use information in Form N-PORT

reports to carry out regulatory responsibilities related to registered funds, and investors benefit

indirectly from the Commission’s use of Form N-PORT information. For instance, the

Commission and staff use Form N-PORT information for purposes of examination, enforcement,

and monitoring of registered funds, including assessing regulatory compliance, identifying funds

for examination, and risk monitoring. Form N-PORT reports also provide the Commission

information that is useful to understand trends in the registered fund industry and to inform and

formulate regulatory policy. Further, the Commission uses Form N-PORT information in

connection with its review of fund registration statements and disclosures (e.g., by considering a

fund’s portfolio holdings in relation to its disclosures). Finally, in the case of market events, the

Commission uses Form N-PORT information to help assess the breadth and magnitude of the

potential impacts of such events (e.g., to analyze registered funds’ potential exposures to issuers

or asset classes that are under stress due to market events).

When the Commission adopted the 2024 requirement to file monthly reports within 30

days of month end, it acknowledged tradeoffs in how frequently and quickly registered funds

must file Form N-PORT information. While more frequent and timely filings enhance the

Commission staff’s ability to oversee and monitor registered funds’ activities (as the information

is more likely to reflect reasonably current portfolio information), it also increases costs, the

potential for errors in filed information and, for funds that do not voluntarily publicly disclose

their portfolio holdings on a more frequent basis, increases the sensitivity of the filed information

and the associated risk of misappropriation in the event of a system breach. 12 As part of our

review, we reconsidered these tradeoffs, accounting for additional information from registered

funds’ preliminary implementation efforts, comments submitted in connection with the 2024

amendments, and the Commission’s need for and uses of information contained in Form NPORT reports. Information gathered and reassessed during the review informed the development

of the proposed amendments.

Since the adoption of the 2024 amendments and as registered fund industry members

further considered implementation, we have received additional information from industry

members about the burdens of filing Form N-PORT reports within 30 days of month end through

staff outreach to registered funds and fund administrators, as well as a letter from a group

representing the registered fund industry. 13 During staff outreach, industry members raised

concerns about filing complete and accurate Form N-PORT reports within 30 days. Industry

members discussed certain dependencies that could impact the ability to have Form N-PORT

reports complete and error-free within this timeframe. For example, registered funds may rely on

third parties for certain data related to liquidity, derivatives, or risk metrics, and in turn, those

third parties may have their own data dependencies. In some cases, particularly for funds with

complex strategies, the third parties may not provide data until shortly before the 30-day filing

deadline. These delays result in limited time for internal reviews and signoffs on the data,

particularly considering that some time is also needed to complete the filing process, and

See 2024 Adopting Release, supra note 1, at section II.A.1.

See ICI Letter.

increase the potential for errors in the report. Specifically, for fund complexes or fund

administrators with a large volume of reports to file, it may take multiple days to handle the

filing process.

Due to the time required to receive, review, and file Form N-PORT information, industry

members suggested that a 30-day filing deadline would increase the potential for errors and

resubmissions and would cause some industry members to hire additional personnel to manage

the condensed timeframe and the larger volume and greater frequency of filings. Industry

members suggested that there would be a larger volume of filings as a result of the 2024

amendments because they assumed that: (1) errors and resubmissions would increase; and (2) the

Regulation S-X compliant presentation of holdings for the first and third fiscal quarter under Part

F of Form N-PORT would be filed separately 60 days after quarter end.

Industry members also discussed challenges in filing Form N-PORT reports within 30

days of month end for closed-end funds that calculate their net asset values on a monthly basis

and invest in private funds or other hard to value assets. Such closed-end funds have experienced

growth in recent years and may continue to grow in number and size. Industry members

suggested that, for some of these funds, there may not be an initial net asset value calculation

until three weeks or later after month end. Industry members expressed concern that these funds

may have to file reports that are not entirely accurate and then make an amended filing for

accuracy.

In light of concerns about the effects of a 30-day filing requirement, some registered fund

industry members suggested that we further amend Form N-PORT to provide additional time,

such as 45 days, for funds to file monthly reports. 14 In outreach, industry members suggested that

a 45-day filing timeline, although still involving some costs, would reduce the risk of errors and

reduce the need to hire additional personnel by providing additional time to gather, review, and

file the required information. Some industry members suggested that a longer filing timeline,

such as 60 days after month end or 60 days after quarter end, would further reduce burdens.

In addition to the information obtained through outreach, we considered the concerns

commenters raised in conjunction with the 2024 amendments. 15 Commenters raised concerns

that requiring monthly reporting within 30 days of month end would overburden registered

funds, including fund internal systems and processes, as well as service providers. Commenters

also discussed the overlap in teams that prepare, review, and file Form N-PORT reports with

those that are involved with other required filings, suggesting that a 30-day filing timeline for

Form N-PORT would cause strains on those teams. A few commenters further suggested that

these strains would be pronounced for the months following the end of the reporting period when

the annual and semiannual reports are due. Some commenters expressed concern about data

security and the risk that confidential and proprietary registered fund information could be

misappropriated as a result of unauthorized access. In general, these various concerns were

consistent with the information we received through outreach.

We also considered the Commission’s and staff’s use of Form N-PORT information and

the potential effects of receiving Form N-PORT information later than 30 days after month end.

As discussed in the 2024 Adopting Release, the quarterly filing requirement has limited the

Commission’s ability to develop a timely and more complete understanding of the market. In

See ICI Letter (stating that the Commission should extend the filing deadline to “at least 45 days” to avoid

increased errors and resubmissions).

See 2024 Adopting Release, supra note 1, at section II.A.1.

addition, although the Commission has had the ability to request registered fund records of Form

N-PORT information within 30 days of month end, this has not been an effective substitute for

receiving more timely information through filings. 16 The Commission and its staff use Form NPORT information to, among other things, monitor industry trends, identify risks, inform policy

and rulemaking, and assist Commission staff in examination and enforcement efforts. Timely

Form N-PORT data improves the Commission’s ability to (1) conduct more targeted and timely

monitoring efforts; (2) analyze risks and trends more accurately; and (3) better assess the breadth

and magnitude of potential market events and stress affecting particular issuers, asset classes,

counterparties, or market participants. The Commission’s ability to perform these functions

effectively and efficiently benefits investors and the markets, including for example during times

of market stresses and events.

As a general matter, the Commission adopted the 30-day filing requirement because (1)

given that registered funds were already required to maintain records of Form N-PORT

information within the 30-day period in which filings would be due, the Commission did not

expect the burden to be significant; 17 (2) the Commission historically has viewed access to Form

N-PORT information within 30 days of month end as important to furthering our mission to

protect investors; 18 and (3) delays in receipt of Form N-PORT information reduce the utility of

the information for the Commission.19 The additional information we have received from market

participants following adoption of the 2024 amendments as funds further considered

implementation suggests, however, that the burdens of filing Form N-PORT reports within 30

See 2024 Adopting Release, supra note 1, at paragraph accompanying n.57.

See 2024 Adopting Release, supra note 1, at paragraph accompanying n.75.

See id. at paragraph accompanying n.60.

See id. at paragraph accompanying n.61.

days of month end would be greater than the Commission anticipated due to the time it takes to

compile, review, and file certain data, particularly for registered funds with complex strategies or

certain types of closed-end funds, and the risk of errors and resubmissions if processes must be

condensed. Providing an additional 15 days to file Form N-PORT reports should mitigate these

burdens, but generally would not decrease the utility of the information for the Commission

significantly or the indirect benefits to investors associated with the Commission’s use of Form

N-PORT information. As a result, we are proposing to extend the filing timeframe to provide

registered funds with 45 days after month end to file Form N-PORT reports.

Providing 45 days for registered funds to file Form N-PORT reports would reduce

burdens for the funds and their service providers, as they would have additional time to gather

information, verify its accuracy, and prepare and make the filings. This additional time should

also mitigate the effect that a monthly filing requirement would have on the workload of

personnel or service providers that prepare and file Form N-PORT reports. 20 Moreover, the

additional time should reduce the potential for errors in Form N-PORT filings and reduce

potential resubmissions. By reducing costs associated with the 2024 amendments, the proposal

should also mitigate the extent to which costs associated with monthly reporting requirements

are passed on to registered fund shareholders. We also recognize that the additional time to file

would reduce the sensitivity of the information filed with the Commission, which should reduce

the concern that some industry members have raised about data security and the risk that

In 2016, when the Commission first adopted a requirement to file Form N-PORT reports within 30 days of

month end, the Commission suggested that lag times of more than 30 days would make monthly reporting

impractical, as reports would overlap with preparation time. See Investment Company Reporting

Modernization, Investment Company Act Release No. 32314 (Oct. 13, 2016) [81 FR 81870 (Nov. 18,

2016)] (“Reporting Modernization Adopting Release”), at nn.462-464 and accompanying text. Commenters

on the 2024 rulemaking did not raise this overlap as a concern, although we understand that registered

funds and their service providers would be the ones to bear this type of effect most directly. Given that the

directly affected parties have not raised the overlap as a concern, we do not at this time view the overlap as

a compelling reason to require reports to be filed within 30 days of month end.

confidential and proprietary registered fund information could be misappropriated as a result of

unauthorized access.

While these burden reductions would largely be relative to the 2024 amendments, which

have not gone into effect, the proposed approach would also reduce burdens associated with the

30-day recordkeeping requirement that registered funds historically have satisfied. Under the

recordkeeping requirement, registered funds were required to gather and record Form N-PORT

information within 30 days of month end. In contrast, the current proposal would not require

registered funds to complete particular steps within 30 days of month end, rather a complete

submission of monthly data would be due to the Commission within 45 days of month end. As a

result, if adopted, the proposed approach would provide funds with more time to gather and

review information than has historically been available or that would be available under the 2024

amendments. This additional time would likely reduce burdens, particularly in cases where

information is collected through a manual or otherwise time-consuming process, such as the

example raised in outreach about delays in valuation information for certain closed-end funds.

Moreover, relative to the requirement for registered funds to gather and record Form N-PORT

information within 30 days of month end, a requirement to file the information with the

Commission within 45 days of month end should reduce costs because funds that continue to

gather the required information within 30 days of month end would then have 15 additional days

just to prepare that information for filing with the Commission.

Given the additional information we have received about the challenges and burdens of

filing Form N-PORT reports within 30 days of month end, as well as the increased risk of errors,

we considered the effects of additional filing time on the utility of the reported information for

the Commission and staff. As the Commission recognized in 2024, less timely data reduces the

utility of the information for the Commission. At the same time, data quality issues, such as

errors in the reported information, can also affect the utility of the data. Overall, we anticipate

that providing registered funds with 15 additional days to file monthly reports would not have a

significant negative effect on the utility of the information, and the potential increase in data

accuracy and reliability could provide benefits to the Commission.

Specifically, providing an additional 15 days for filing monthly Form N-PORT reports

would likely not have a significant effect on many of the Commission’s uses of the data, such as

for monitoring and for risk and trend analysis, and the anticipated improvement in data quality

would be a net benefit for these purposes. While the less timely data would in some cases reduce

the utility of Form N-PORT information when market events occur, the monthly filing cadence

would result in the Commission still having access to relatively recent data from registered

funds’ most recently filed reports. 21 Under the proposal, Form N-PORT information the

Commission receives would be stale by about a month and a half, while the 2024 amendments

would result in information that is stale by about a month, and the prior quarterly filing

requirement resulted in information that is stale by up to five months. As a result, although

providing registered funds with additional time to file Form N-PORT reports would reduce the

utility of the information for the Commission, the effect of the additional 15 days to file Form NPORT on the utility of the information is generally small and justified by the reduced burden on

these funds and the anticipated improvement in data quality.

For example, if a market event occurred at the end of Dec., a 30-day filing timeline would result in the

Commission receiving information for the month of Nov. around the time of the market event, while a 45day filing timeline would result in the Commission needing to use information for the month of Oct. In

contrast, if a market event occurred in mid-Dec., the 30-day filing timeline and 45-day filing timeline

would both result in the Commission needing to use information as of the month of Oct. to help assess the

effects of the event.

We considered providing more time to file than we are proposing, such as 60 days after

month end, or requiring monthly reports on a quarterly filing cadence (e.g., with reports for each

month in a fiscal quarter due 45 or 60 days after quarter end). A longer filing timeframe would

reduce the utility of the information for staff oversight and analysis, and the associated benefits

of such activity for investors, because the reported information is increasingly less likely to

reflect reasonably current portfolio holding-related information as the filing deadline moves

further away from the end of the month to which the information relates. While we recognize

that there may be certain efficiencies for registered funds and vendors associated with a quarterly

filing cadence, as discussed in the 2024 Adopting Release, this approach results in the

Commission receiving data that is multiple months old and, in past experience, has limited the

Commission’s ability to develop a timely and more complete understanding of the market,

thereby impeding its ability to respond to market stresses and events as they are developing. In

addition, it is unclear that extending the filing timeframe beyond 45 days after month end would

significantly reduce the risk of errors in reported information, as registered funds already have

infrastructure for collecting the required information within 30 days after month end.

Furthermore, in light of the other proposed amendments to the form, we anticipate a reduction in

reporting burden for most registered funds, which could potentially reduce the need for

additional time to file Form N-PORT reports.

We request comment on the proposed changes to the timing and frequency with which

registered funds would be required to file reports on Form N-PORT, including:

1. As proposed, should we extend the deadline for filing reports on Form N-PORT

from 30 days to 45 days after the end of the month? Should we instead retain the

30-day filing deadline? Should we instead use a different deadline, such as 35 or

60 days after the end of the reporting month? How would a different deadline

affect burdens for registered funds and data quality?

2. To what extent would the additional 15 days to file Form N-PORT, relative to the

2024 amendments, reduce burdens for registered funds? Would the additional 15

days to file reduce costs associated with implementation compared to a 30-day

filing deadline, and, if so, to what extent? Would the additional 15 days to file

reduce the potential for errors in the reports compared to a 30-day filing deadline,

and, if so, to what extent? Would the additional 15 days to file reduce strains on

reporting teams that prepare, review, and file Form N-PORT reports and that are

also involved with other required filings and reduce the need for registered fund

advisers or administrators to hire additional personnel, and, if so, to what extent?

3. Would a 45-day filing deadline affect registered funds that use vendors to prepare

or file Form N-PORT reports differently than funds that do not use vendors, and,

if so, in what ways? For funds that use vendors, would a 45-day filing deadline

provide sufficient time for coordination between funds and vendors?

4. Are there certain periods of a year where 45 days after month end would not

provide sufficient time for filing Form N-PORT reports? For example, should we

provide additional time beyond the proposed 45-day deadline to file Form NPORT reports for months that correspond to the end of the registered fund’s fiscal

year or fiscal half-year, in order to provide more time during periods that funds

are preparing annual and semiannual reports? If so, how much time (e.g., 60

days)? How much additional burden would a 45-day deadline impose on

registered funds during those times relative to other times of the year? Are there

other ways to reduce burden during those times? Should we provide more time to

file Form N-PORT reports for months that relate to fiscal quarter ends more

generally? Are there ways to limit the impact on the Commission’s use of Form

N-PORT information if we were to provide additional time to file for particular

months?

5. Would a 45-day filing timeline create new or different burdens for registered

funds and service providers, relative to a 30-day filing timeline, that we should

consider? For example, would there be additional burdens associated with

overlaps in report preparation time (i.e., with a 45-day deadline, the report for

Month 1 is not due until approximately 15 days after the fund begins to prepare

the report for Month 2)?

6. What are the costs and benefits of a monthly filing frequency for smaller

registered funds? For example, do smaller funds have a high administrative or

operational cost in preparing these reports disproportionate to their other

expenses? Would monthly filing of portfolio holdings significantly affect how and

whether smaller funds can do business?

7. Should certain types of registered funds, such as closed-end funds or smaller

funds, have a different amount of time to file Form N-PORT reports or be

permitted to file on a different frequency? If so, what types of funds should be

subject to different requirements and what would those requirements be (e.g.,

filing within 30 or 60 days of month end, or filing within 30, 45, or 60 days of

quarter end)? How would those certain types of funds benefit from different

requirements? What types of different challenges do these funds face, and would

different requirements reduce those challenges, costs, and burdens? Are there

ways to limit the impact on the Commission’s use of Form N-PORT information

if we were to provide a different reporting timeline or frequency for certain

registered funds?

8. Is there any specific information that registered funds should have additional time

to file, such as through an exhibit or attachment to the original filing or a separate

filing type? If so, what information, and how much time do funds need to compile

and verify that information? Is there specific information that registered funds

could file with a high level of accuracy under the current timeline of 30 days after

month end? Would it be challenging or burdensome for registered funds to file

information at different intervals?

9. Should we, as proposed, require registered funds to file reports on Form N-PORT

on a monthly basis? Should we instead revert to requiring funds to file monthly

reports on a quarterly basis like the previous requirements, or require funds to file

reports on a different frequency altogether? If we require funds to file monthly

reports on a quarterly basis, when should reports be due (e.g., 45 or 60 days after

quarter end)?

10. Are there other effects of providing an additional 15 days to file Form N-PORT,

relative to the 2024 amendments, on registered funds, service providers, investors,

the Commission, or others that we should take into account?

11. Should we require registered funds to make records of Form N-PORT information

within 30 days of month end, as was required prior to the 2024 amendments?

What would be the effects of providing funds with 45 days to file Form N-PORT

reports without the historical requirement to make records of Form N-PORT

information within 30 days of month end? Would this effectively result in funds

having additional time to gather and verify the accuracy of information compared

to the 30-day recordkeeping requirement? If so, are there certain types of

information for which the additional time to gather and verify would be

particularly helpful? Alternatively, would a 45-day filing deadline have limited, or

no, effect on the timeline for gathering and verifying the accuracy of information

because of the time needed for filing-related tasks or for other reasons? Are there

benefits to a 30-day recordkeeping requirement that we should account for in our

analysis? Would those benefits support adopting a 30-day recordkeeping

requirement, or a requirement to maintain records within a different timeframe, as

part of this rulemaking?

12. Are there feasible alternatives to the proposed requirement to file monthly reports

within 45 days of month end that would minimize reporting burdens on registered

funds while maintaining the utility of the information reported to the

Commission? Does the proposal appropriately balance the utility of the

information to the Commission in relation to the costs to registered funds and

their affiliated persons of providing the information? 22 Does publication

frequency or any other aspect of the proposal affect the analysis of these

questions?

See section 30(c)(2) of the Investment Company Act [15 U.S.C. 80a-29(c)(2)] (providing that, if the

Commission requires information to be filed more frequently than annually under section 30 of the

Investment Company Act, it shall consider and seek public comment on: (1) feasible alternatives that

minimize reporting burdens, and (2) the utility of the information to the Commission in relation to

associated costs).

B. Publication Frequency

Upon further review of the publication frequency of Form N-PORT, we are proposing to

require public disclosure of registered funds’ portfolio holdings for the third month of each fiscal

quarter with a 60-day delay instead of requiring public disclosure of report information for every

month with a 60-day delay after the end of the relevant month. 23 This proposal mirrors the

publication frequency of portfolio holdings that had been in place since 2004. 24 As part of this

review, we considered issues raised by commenters in connection with the 2024 amendments,

statements of the petitioner in a challenge of certain of the 2024 amendments in the Fifth Circuit,

and information provided by market participants following the adoption. 25

The review suggests that the potential effects of more frequent publication of a registered

fund’s portfolio holdings could be more significant for some funds than the Commission

previously appreciated. 26 Those effects include additional costs that an increased publication

frequency could impose on some registered funds, especially with the use of advancing

technology, with a magnified effect on certain types of funds, such as those with actively

managed strategies. While commenters raised these concerns in connection with the 2024

amendments, they have also been raised in post-adoption communications.

See 2024 Adopting Release, supra note 1, at section II.A.2.

See, e.g., Reporting Modernization Adopting Release, supra note 20 (adopting new Form N-PORT to

require certain registered investment companies to report information about their monthly portfolio

holdings and rescinding Form N-Q); Shareholder Reports And Quarterly Portfolio Disclosure Release,

supra note 2 (adopting Form N-Q and requiring quarterly portfolio holdings disclosure).

See, e.g., 2024 Adopting Release, supra note 1, at section II.A.2; Registered Funds Association v. SEC, No.

24-60550 (5th Cir. 2024); ICI Letter (suggesting that the Commission should revert to quarterly publication

of Form N-PORT reports and extend the reporting timeframe to at least 45 days after month end).

The discussion in this section of the release does not relate to ETFs that are required to disclose their

portfolio holdings on a daily basis under 17 CFR 270.6c-11 (rule 6c-11), as changes to Form N-PORT do

not affect the frequency at which these funds’ portfolio holdings are made public. See 17 CFR 270.6c11(c)(1)(i) and (c)(2).

Specifically, external parties may use information about a registered fund’s portfolio

holdings to trade in a way that harms the fund. 27 While this risk exists with any information

about a fund’s portfolio holdings, more frequent publication of portfolio holdings may increase

the risk. External parties may obtain at no cost the benefits of the investment research and

analysis that went into developing the fund’s investment strategies. For example, external parties

may exploit a fund’s portfolio holdings information to reverse engineer and copy the strategy,

often called “free riding.” External parties may also “front run” a fund by using a fund’s

portfolio holdings information to identify positions that the fund may be acquiring or disposing

of and trade ahead of the fund. In combination with fund flow information, external parties may

use portfolio holdings information to front run the sales of funds that experience large outflows

and purchases of funds with large inflows. These activities may lead to more (or less) demand

for an investment, which could drive up the price of trading, inhibit the investment adviser’s

ability to achieve the fund’s investment strategies, and harm fund performance. These risks may

affect registered funds differently depending on various factors, such as the quality and age of

the data and characteristics of the fund (e.g., its investment strategy and amount of portfolio

turnover).

Registered funds and, indirectly, their shareholders pay investment advisers management

fees to perform important research and analytical functions, construct funds’ investment

strategies, and manage funds’ portfolios. Free riding and front running are ways that external

parties may take advantage of that work without compensating investment advisers. As a result,

Commenters and other parties have at times referred to these activities as “predatory trading.”

investment advisers may be less willing to devote resources to research and analysis, which may

reduce their effectiveness and information production, potentially reducing price efficiency. 28

These risks increase for many actively managed registered funds as technology, such as

artificial intelligence, evolves, becomes cheaper, and usage increases. For example, an external

party may use technology tools to aggregate large amounts of data to predict not-yet-completed

or future portfolio management decisions to free ride on the investment adviser’s work or front

run the fund. 29 Artificial intelligence continues to evolve rapidly and is just one example of

rapidly advancing developments that may increase the risk of external parties using information

about a registered fund’s portfolio holdings to trade in a way that harms the fund. The proposed

amendments would require four publications of portfolio holdings per year, instead of the

monthly publication frequency required by the 2024 amendments that would result in 12

publications per year. Along with advances in technology, the 2024 amendments’ quadrupling of

the amount of available data also could increase the risk that a fund’s proprietary investment

strategy or trading inventions are inferred by external parties.

Registered funds vary in how often they voluntarily publish their portfolio holdings

depending on their sensitivity to transparency and their investment objectives and strategies. 30

While some registered funds frequently release complete portfolio holdings information on their

websites and to data aggregators, others make more limited portfolio holdings public, such as a

list of 10 largest holdings, and still others do not provide any voluntary portfolio holdings

See infra sections III.D.1 and III.D.3.

See ICI Letter (noting the risks of evolving technologies and artificial intelligence to allow predatory

traders to accurately analyze and anticipate a registered fund’s next investment transaction or mimic its

investment strategy, which may affect almost every type of actively managed fund).

See 2024 Adopting Release, supra note 1, at n.230 (discussing a paper estimating that, at year-end 2019,

approximately 56% of U.S. equity mutual funds’ portfolio disclosures were voluntary monthly disclosures).

information at all. Registered funds may choose to disclose only the required portfolio holdings

information because additional data may reveal confidences about their investment strategies and

increase the risk of free riding or front running. For example, certain actively managed, fixed

income, less liquid, or concentrated investment strategies may require some time to build or

dispose of portfolio holdings or to find buyers or sellers at the desired target price. This increases

the risks of other parties trading ahead of the fund before the fund has finished building or

disposing of a position.

Under the 2024 amendments, information reported for each month will be made public

60 days after month end. This delay will mitigate some of the risks of more frequent disclosure

of registered funds’ portfolio holdings, such as the risks of front running, because a fund will be

able to build or dispose of a position before a report is made public. However, certain investment

strategies (such as those that are concentrated and with significant positions) may, at times, need

more than 60 days to build or dispose of a position. In addition, the 60-day delay may not

effectively address the risk that publishing a registered fund’s portfolio 12 times a year will

contribute to free riding, particularly as technology continues to advance.

We recognize there are benefits of publishing a registered fund’s portfolio holdings on

Form N-PORT more frequently than the quarterly publication requirement. The Commission

considered these benefits in the 2024 amendments. 31 For example, such transparency allows

investors to review and monitor information about registered fund portfolio holdings on an

ongoing basis and may help better inform their investment decisions. It also allows other market

participants, such as data aggregators and investment advisers, to better advise investors and help

manage their investment portfolios. More frequent publication of portfolio holdings information

See 2024 Adopting Release, supra note 1, at n.103 and accompanying text.

also helps reduce the imbalance of information between different types of investors and market

participants, some of whom may have access to portfolio holdings information before a quarterly

Form N-PORT publication. 32 While these are some ways that additional transparency could

benefit investors, the Commission received limited feedback in connection with the 2024

amendments about whether investors or others would use additional Form N-PORT information

in these ways. 33

We have considered available information, including the costs and benefits of publication

frequency of portfolio holdings, and are proposing to require public disclosure of registered

funds’ portfolio holdings only for the third month of each fiscal quarter with a 60-day delay. 34

This would maintain the quarterly publication frequency of portfolio holdings disclosure that had

been in place for more than twenty years prior to the 2024 amendments and means that a

registered fund would have up to five months to build or shrink its positions before its portfolio

holdings are made public. 35 A quarterly frequency would reduce costs, including risks that an

external party can infer a fund’s proprietary investment strategy or trading intentions, as

Exhibits required under Part F of Form N-PORT present portfolio holding information in a Regulation S-X

compliant format that is consistent with how registered funds have historically presented this information in

annual and semi-annual reports. Under the proposal, registered funds would continue to file this

information for their first and third fiscal quarters, no later than 60 days after the end of the quarter. If the

proposed requirement for registered funds to file monthly reports within 45 days of month end is adopted,

we anticipate providing a separate submission type on EDGAR for funds to file Part F exhibits within 60

days of the end of a fund’s first and third fiscal quarters. This would result in separate submission types for

the monthly reports due within 45 days of month end and the Part F exhibits due within 60 days of first and

third-quarter end. Historically, registered funds have filed Part F exhibits in connection with publicly

available Form N-PORT filings because, prior to the 2024 amendments, Part F exhibits were due at the

same time as those Form N-PORT filings.

See 2024 Adopting Release, supra note 1, at paragraph accompanying n.85 (discussing comment letters

that supported publishing Form N-PORT reports more frequently than quarterly).

Certain of the reported information, such as information about liquidity, use of derivatives, and

miscellaneous securities, would remain confidential for all months of a quarter. See General Instruction F

of Form N-PORT. This aspect of the form is unchanged in this proposal.

For example, if a registered fund’s fiscal quarter ends on Mar. 31, an investment made on Jan. 1 would not

need to be disclosed until May 30, or 60 days after Mar. 31.

compared to monthly public reporting. Importantly, as public information of portfolio holdings

has generally increased, these proposed amendments are not intended to inhibit registered funds

from publishing their portfolio holdings more frequently than quarterly on their websites or

through data aggregators. The proposal takes into account our review and rebalancing of the

benefits of information available for investors with the potential harms caused by more frequent

publication of portfolio holdings, such as free riding or front running. 36

We request comment on the proposed amendments to the publication frequency of

portfolio holdings on Form N-PORT, including:

13. How often should portfolio holding information be disclosed publicly? Should

we, as proposed, require registered funds to publish their portfolio holdings

quarterly? Should the publication frequency be shortened or lengthened, for

example, to monthly or semi-annually? What are the costs and benefits of each

publication frequency? Do retail investors find publication of this information

helpful and/or useful? If publication of this information is used primarily by

institutional investors and data aggregators, should we require this information to

be continued to be made public?

14. What would be the costs and consequences of quarterly publication of portfolio

holdings, based on experience with the historic quarterly frequency? Please

provide concrete examples and data. For example, does the historic quarterly

publication frequency lead to free riding, front running, or other actions by

Section 45(a) of the Act requires information in reports filed with the Commission pursuant to the Act to be

made public unless we find that public disclosure is neither necessary nor appropriate in the public interest

or for the protection of investors. For the reasons discussed above, we would view that keeping the data for

the first and second months of a registered fund’s fiscal quarter confidential, and the data for the third

quarter confidential until the expiration of the 60-day period provided by the proposal, as necessary or

appropriate in the public interest or for the protection of investors.

external parties that harm registered funds, and, if so, how, to what extent, and for

which kinds of funds? Would these actions by external parties affect fund

performance, and, if so, how? Would these actions reduce research and resources

spent on research, and, if so, by how much?

15. What would be the costs and consequences of more frequent than quarterly

publication of portfolio holdings? Please provide concrete examples and data. For

example, would more frequent publication increase free riding, front running, or

other actions by external parties that harm registered funds, and, if so, how?

Would these actions by external parties affect fund performance, and, if so, how,

to what extent, and for which kinds of funds? Would these actions reduce research

and resources spent on research, and if so, by how much? Are there

administrative, operational, or other costs of more frequent publication of

portfolio holdings. And if so, what are they? Would some registered funds change

their investment strategies and other business practices, and, if so, what would the

changes be? How many, and what kinds of, funds would be affected, and what

would the effects be? Please provide concrete examples and data.

16. What are the benefits of more frequent publication of portfolio holdings than a

quarterly frequency? Please provide concrete examples and data. For example,

how do investors, other market participants, such as data aggregators and

financial intermediaries, and the broader market use or plan to use portfolio

holdings information? How do they use portfolio holdings information to inform

their investment decisions or perform other tasks? How does standardized

information in a central location, as opposed to individual websites, benefit

investors and other market participants? Do registered funds voluntarily publish

data about their portfolios to compete for investors? How does the publication of

portfolio holdings information improve market efficiency?

17. Should we publish monthly portfolio holding information on Form N-PORT, but

with a longer delay than provided in the 2024 amendments? For example, should

monthly reports be made public 90 days after the end of the reporting period?

Should monthly reports for each month in a fiscal quarter be made public at the

same time, such as 60 or 90 days after the end of the fiscal quarter? Would

delaying publication of monthly reports reduce the risks of free riding, front

running, or similar actions relative to the 2024 amendments? Would this type of

delayed dissemination of monthly information benefit investors?

18. How have market participants used technology, including artificial intelligence, in

connection with portfolio holdings information? Is the information used in ways

that increase free riding, front running, or similar actions and adversely affect

registered funds and their shareholders? If so, who has used the information, and

in what ways, and how has this use affected funds and shareholders? Please

provide concrete examples of which kinds of funds have been affected and what

the effects have been, and any related data. Is this usage expected to increase or

change in the future, and if so, in what ways, and how much? How would more or

less frequent disclosure of registered funds’ portfolio holdings information affect

these uses? Conversely, is the information used in ways that improve investor

choice, information, and experience or otherwise benefit investors?

19. What types of registered funds are more adversely affected by more frequent

publication of portfolio holdings? How are they affected? Should certain funds,

for example, smaller or actively managed funds, or closed-end funds or nondiversified funds, be exempt or have different treatment in publication of portfolio

holdings? What type of exemption or changes would suffice, for example, longer

confidential treatment? If so, for what longer period should information remain

confidential? Would investors and market participants suffer harm from or

disadvantages from a longer period, and if so, how? For registered funds that are

less likely to be adversely affected, should the Commission retain the monthly

publication timing adopted in 2024?

20. Should publication be required on calendar quarter-end instead of fiscal quarterend? What are the costs and benefits of moving to a calendar quarter-based

publication frequency? For registered funds with fiscal year ends that do not

match a calendar quarter, how could requirements for the publication of portfolio

holdings be changed to minimize additional publications as the result of annual

and semi-annual shareholder reports?

21. How long should the period for publication delay be? Should the delay be

shortened or lengthened, for example, to 45, 75, or 90 days? What are the costs

and benefits of a 60-day or other period of delay? Please provide concrete

examples and data. For example, how does the current 60-day delay affect the

risks of free riding, front running, or similar actions? How would a shortened or

lengthened timeframe affect these risks? What other effects would a different

timeframe have on fund performance?

22. Are there other amendments to Form N-PORT that would reduce compliance

burdens and the risks of disclosing portfolio holdings? For example, should the

percentage of assets allowed to be reported non-publicly on Form N-PORT as

miscellaneous securities (Part D) be lower or higher than the current 5% limit, for

example, 3%, 8%, or 10%? What would the costs and benefits be of amending

this or any other reporting requirement?

23. Do investors or others use the presentation of portfolio holdings that registered

funds provide under Part F of Form N-PORT for their first and third fiscal

quarters? Are there ways we could make the Part F information more userfriendly or less costly for funds to prepare? 37 For example, are there other ways to

disclose the portfolio information in Part F that would facilitate the use of

artificial intelligence or other tools to analyze the portfolio holdings information,

and if so, how? As another example, should we require only certain holdings but

not the complete portfolio holdings, and, if so, which holdings? For instance,

should we require presentation of a certain number of the largest issues (e.g., 10,

25, or 50) and any other issues that exceed a particular percentage of the

registered fund’s net asset value (e.g., 1% or 5%)? Should we require each

registered fund to provide a graphical representation of holdings for reports

covering the end of the first and third quarters of the fund’s fiscal year, similar to

the graphical representations of holdings provided in funds’ annual and

See 2024 Adopting Release, supra note 1, at section II.A.3 (discussing comments on the burdens of

providing a Regulation S-X compliant presentation of portfolio holdings more frequently than Form NPORT requires).

semiannual shareholder reports? 38 Is there other information that would be helpful

to investors in a more user-friendly presentation for these quarter ends, such as a

registered fund’s net assets, total number of portfolio holdings, or other fund

statistics? 39 Are there other tools that would be helpful to investors in

understanding and analyzing a fund’s portfolio holdings, for example, artificial

intelligence tools on registered funds’ websites, that would decrease the need for

Part F? If so, what kinds of tools would serve this purpose, and which information

could be removed from Part F? If the information that registered funds currently

provide under Part F is not typically useful to investors or others, should we

remove Part F from Form N-PORT? Certain Commission rules reflect that, due to

Part F requirements, registered funds prepare schedules of their complete

portfolio holdings for the close of their first and third fiscal quarters in a

Regulation S-X compliant format. 40 If we amend or remove Part F of Form NPORT, should we likewise amend or remove associated requirements from these

other rules?

See, e.g., Item 27A(f) of Form N-1A (requiring a graphical representation of holdings in annual and

semiannual shareholder reports of funds that register on Form N-1A).

See, e.g., Item 27A(e) of Form N-1A (requiring funds that register on Form N-1A to provide certain fund

statistics in their annual and semiannual shareholder reports, and allowing these funds to provide additional

statistics that the fund believes would help shareholders better understand the fund’s activities and

operations, such as tracking error, maturity, duration, average credit quality, or yield).

See, e.g., 17 CFR 270.30e-1(b)(2)(ii) (requiring, among other things, that an open-end fund registered on

Form N-1A (other than a money market fund) make available on its website the fund’s complete portfolio

holdings as of the close of the most recent first and third fiscal quarters, presented in accordance with

Regulation S-X); 17 CFR 270.30e-3(b)(1)(iv) (permitting a management company registered on Forms N-2

or N-3 to send a notice of website availability of a fund’s shareholder reports to satisfy shareholder report

transmittal requirements if certain conditions are met, including website availability of the fund’s complete

portfolio holdings as of the close of the most recent first and third fiscal quarters, presented in accordance

with Regulation S-X).

C. Other Proposed Amendments to Form N-PORT

In addition to the proposed amendments to provide registered funds with fifteen

additional days to file monthly reports and to revert to the quarterly publication frequency, we

are proposing amendments to Form N-PORT to refine the information funds provide while

maintaining the usability and reliability of Form N-PORT data. Specifically, we are proposing to

modify certain information collected on portfolio level risk metrics and returns to narrow their

scope, and proposing to eliminate certain information collected on registered funds’ compliance

with names-related regulatory requirements, payoff profiles of non-derivatives instruments,

convertible bonds, and the reason a single holding has multiple liquidity classifications. We are

also proposing to modify how funds with ETF share classes report net assets and shareholder

flows to require separate information for ETF share classes. Additionally, we are proposing to

require registered funds to provide certain additional identifying information, such as ticker

symbols and certain class-level information, as applicable. The key aspects of the proposed

amendments are described in Table 2 below and discussed in more detail throughout this section.

Table 2. Comparison of Current and Proposed Requirements

Current Requirement

Portfolio Level Risk Metrics

Scope of registered funds that The average value of the

must report

fund’s debt securities

positions for the previous 3

months, in the aggregate,

exceeds 25% of the fund’s net

asset value

Interest rate risk metrics

Report both DV01 and

DV100

Report DV100 separately for

each currency for which the

fund had a value of 1% or

more of the fund’s net value

Proposed Requirement

The average value of the

fund’s debt securities

positions for the previous 3

months, in the aggregate,

exceeds 50% of the fund’s net

asset value

Report DV100 only

Report DV100 aggregated

across all currencies for

which the fund had a value of

1% or more of the fund’s net

asset value

Credit spread risk metrics

Return Information

Reporting by multiple class

funds

Calculating returns

Reporting net realized gain

(loss) and net change in

unrealized appreciation

(depreciation) attributable to

derivatives

Period of return information

covered in each report (same

change also made for flow

information)

Items for Elimination

Names rule information

Payoff profile for nonderivatives

Convertible securities

information

Multiple liquidity

classifications

Current Requirement

Report separately for

investment grade and noninvestment grade exposures

Proposed Requirement

Aggregate investment grade

and non-investment grade

exposures

Report separately for each

class

Calculate in accordance with

methodologies outlined in

applicable registration form

Report for a single

representative class

Calculate in accordance with

methodologies outlined in

applicable registration form,

except do not deduct sales

loads and redemption fees

Report separately by asset

category only

Report separately by asset

category and, within each

asset category, further report

by type of derivative

instrument

One month

(1) Definitions of the terms

used in a registered fund’s

name;

(2) The value of the fund’s

80% basket, as a

percentage of the value of

the fund’s assets;1 and

(3) Whether each investment

in the fund’s portfolio is

in the fund’s 80% basket

Indicate payoff profile among

the following categories

(long, short, N/A)

Report conversion ratio and

delta (if applicable)

If attributing multiple

liquidity classifications to a

single holding, indicate which

of three possible

circumstances is applicable

ETF Share Class Reporting

Separate information reported None

for ETF share classes

Each of the preceding three

months, in light of the

proposed quarterly

publication frequency

None

Report net assets and flow

information separately for the

Identifying Information

Provide ticker and certain

class-level information, as

applicable

Current Requirement

Proposed Requirement

ETF share class, as well as

the class’s ticker

Registered funds report class

identification numbers in

connection with reporting

class-level returns2

Report ticker symbol by

registrant, and for each class

of a registrant or series, as

applicable, as well as class

names and class identification

numbers.

Notes:

1. The names rule requires certain funds to adopt a policy to invest at least 80% of the value of their assets in

accordance with the investment focus that a fund’s name suggests. In 2023, the Commission adopted

amendments to broaden the scope of this requirement and to define “80% basket” generally as investments that

are invested in accordance with the investment focus that a fund’s name suggests (“names rule amendments”).

See rule 35d-1(g) under the Act.

2. The proposed amendments would change this reporting and only require returns for a single representative

class on Form N-PORT.

Portfolio Level Risk Metrics

Registered funds that invest certain amounts of their portfolios in debt instruments, or

derivatives that provide exposure to debt instruments, currently are required to report specific

portfolio level risk metrics on Form N-PORT. 41 The reported risk metrics are intended to provide

the Commission staff, investors, and other potential users with measures that can help them

analyze how portfolio values might change in response to changes in interest rates or credit

spreads. 42 We are proposing to raise the threshold for determining which registered funds are

required to report portfolio level risk metrics and to streamline the metrics they are required to

report. 43 Based on our experience using Form N-PORT data, as discussed below, the proposed

See Item B.3 of current Form N-PORT.

See Reporting Modernization Adopting Release, supra note 20, at section II.A.2.c.

See Item B.3 of proposed Form N-PORT.

changes would not significantly affect the utility of the reported information about portfolio level

risk metrics but would reduce burdens for funds.

Registered funds are currently required to provide portfolio level risk metrics if the

average value of the fund’s debt securities positions for the previous three months, in the

aggregate, exceeds 25% of the fund’s net asset value. We are proposing to increase this reporting

threshold from 25% to 50%. Registered funds that fall below the proposed threshold would no

longer be required to provide information on portfolio level risk metrics. The proposed change to

the threshold is designed to focus the risk metrics reporting requirement on funds with more

significant exposure to debt securities to better balance the benefits and costs of the reporting.

Registered funds that invest more than 50% of their net assets in debt securities, averaged over a

three-month period, are more significantly exposed to changes in interest rates or credit spreads

and associated changes in the funds’ portfolio values, in comparison to registered funds that

invest at the 25% threshold. Setting the threshold at the higher 50% level would provide

Commission staff, investors, and other potential users with more focused measures to help them

analyze how portfolio values might change in response to changes in interest rates or credit

spreads for registered funds that invest significantly in debt instruments, or in derivatives that

provide exposure to debt instruments.

We also propose to eliminate one risk metric and simplify the reporting of the other

required risk metrics. Currently, registered funds are required to report two interest rate risk

metrics, DV01 and DV100. DV01 reflects the change in value of a fund’s portfolio resulting

from a 1 basis point change in interest rates, while DV100 reflects the change in value from a

100 basis point change in interest rates. The Commission previously determined to require

registered funds to report both measures because, combined, they show how a fund’s exposure

changes with different changes in interest rates and thus provide information about convexity. 44

Based on staff experience using Form N-PORT information, and given that our receipt of

Form N-PORT information is delayed, we propose to eliminate the DV01 metric, which is

typically used as a daily risk measure. Registered funds currently are required to report this

metric for each currency for which the fund had a value of 1% or more of its net assets and report

the metric across multiple maturities. In our experience, the DV100 metric that registered funds

report has been more useful in monitoring funds’ exposures to interest rate risk over time.

DV100 is among the most common measures of interest rate sensitivity, allows the staff to

capture larger changes to interest rates (and corresponding “shocks” to the markets), and

provides useful information about non-parallel shifts in the yield curve as compared to smaller

measures like DV01. In addition, DV100 on its own provides some information about convexity

because it measures larger changes in interest rates, and it can be combined with other

information that registered funds report (such as the prevalence of holdings in certain instrument

types, like zero coupon bonds and mortgage-backed securities) to monitor convexity.

We also propose to simplify the reporting of the DV100 metric by requiring registered

funds to report the aggregate change in the value of the portfolio from a 100 basis point change

in interest rates across all applicable currencies (i.e., those that are 1% or more of the fund’s net

asset value), rather than providing separate changes in value for each of those currencies. The

Commission required DV100 for each applicable currency to help understand interest risk for

See Reporting Modernization Adopting Release, supra note 20, at paragraph accompanying n.155. The

Commission also discussed that some filers may not calculate convexity internally, so requiring the two

interest rate metrics was designed to mitigate the increase in reporting costs that would be associated with

requiring registered funds to separately report a measurement of convexity.

registered funds with significant currency risk. 45 Based on our experience, we can use other

information reported on the form, such as the currency denomination of each portfolio holding,

to help assess significant currency risk in conjunction with the aggregate DV100 information that

funds would report under the proposal. 46

In addition, we propose to streamline the information reported on credit spread risk by no

longer requiring registered funds to report credit spread risk metrics separately for investment

grade and non-investment grade exposures. The Commission required separate reporting for

investment grade and non-investment grade debt because credit spreads for investment grade and

non-investment grade debt do not always shift in parallel or lock step, particularly in times of

stress. 47 Based on our experience, we can use information we separately receive on Form NPORT about debt securities’ coupons as a proxy for a registered fund’s relative exposures to

investment grade and non-investment grade debt, as these different categories of debt generally

have different coupon levels to account for their differing levels of risk. This information,

combined with aggregated credit spread metrics under the proposal, would continue to provide

information about credit spreads, and the risk associated with credit spreads.

We are also proposing to require information about portfolio risk metrics to be reported

in U.S. dollars for consistency in reporting. Consistent reporting, in turn, makes the information

more useable and facilitates comparisons across registered funds. The proposed instruction is

consistent with many registered funds’ current practices and aligns with how funds report

changes in the value of the portfolio elsewhere in the form. Additionally, we understand that the

See Reporting Modernization Adopting Release, supra note 20, at paragraph accompanying n.148.

See Item C.2 of current Form N-PORT (requiring registered funds to report the currency in which each

investment is denominated).

See Reporting Modernization Adopting Release, supra note 20, at text accompanying n.159.

proposed instruction is consistent with a common interpretation of DV100, with “DV” being an

abbreviation for “dollar value.” When a registered fund reports portfolio level risk metrics in

currencies other than U.S. dollars—particularly when the exchange rate between a given

currency and U.S. dollars is significantly different from an exchange rate of 1.00—the fund’s

risk metric values are more likely to be outside the range of typical risk metric values reported in

U.S. dollars by similar funds, which has the potential to cause investor confusion and has

negatively affected staff use of the reported information.

The proposed amendments to risk metric reporting would, to a certain degree, reduce

information for understanding and monitoring registered funds’ exposures to changes in interest

rates and credit spreads across the yield curve. In particular, there would be less information

about these exposures for registered funds with marginal or temporary exposure to debt

securities, and somewhat less granular risk metric information for funds with more significant

exposures to debt securities. However, the proposed changes would not significantly affect how

the Commission uses Form N-PORT data, and the public would continue to have access to

information about registered funds’ significant interest rate and credit spread risks from the form.

On balance, the proposed amendments to portfolio level risk metrics would simplify registered

fund reporting and reduce burdens while maintaining useability and reliability of Form N-PORT

data.

Return Information

Currently, registered funds are required to report monthly total returns and, if the fund

has multiple classes, to report returns for each class. 48 For purposes of Form N-PORT, registered

funds calculate returns using the same standardized formulas required for fund prospectuses and

See Item B.5 of current Form N-PORT.

sales materials. The return information reported on Form N-PORT is intended to facilitate

comparisons across registered funds and to help identify performance that appears inconsistent

with a fund’s strategy or other benchmarks as a basis for further inquiry and monitoring. 49

We are proposing to simplify reporting by multiple class funds and to provide more

specific instructions for calculating returns. 50 We are also proposing to streamline information

registered funds currently must report about gains (losses) or appreciation (depreciation)

attributable to derivatives. Finally, in connection with revisiting the 2024 amendments and

proposing to return to a quarterly publication frequency, we are proposing to require registered

funds to report return and flow information for the three preceding months in a single report as

was the requirement before the 2024 amendments to provide investors access to monthly data for

a given quarter. (This requirement was removed as a part of the 2024 amendments because the

amendments to the publication frequency gave investors access to monthly Form N-PORT

reports.)

Currently, multiple class funds are required to report monthly total returns and related

identifying information for each class of the fund. We propose to require that multiple class

funds report information for a single representative class rather than return information for each

class within a fund. Under the proposal, the representative class would be selected in the same

manner that Form N-1A registrants use to determine which class’s annual total returns to

disclose in fund prospectuses. Using this approach, a registered fund can select which class to

use as its representative class (e.g., the oldest class, the class with the greatest net assets), except

the fund must: (1) select the class with 10 or more years of annual returns if other classes have

See Reporting Modernization Adopting Release, supra note 20, at section II.A.2.e.

See Item B.5 of proposed Form N-PORT.

fewer than 10 years of annual returns; and (2) select the class with the longest period of annual

returns when the classes all have fewer than 10 years of returns. 51 Based on our experience with

the data, having return information for a single representative class of a multiple class fund

should be sufficient for purposes of comparing registered funds and identifying performance that

appears inconsistent with a fund strategy or other benchmarks, as returns across classes of a

multiple class fund are generally consistent except for the effects of certain class-specific fees

and expenses, and as discussed below, we are specifying that certain of these differences should

not be accounted for in monthly returns reported on Form N-PORT. Moreover, certain

performance information for all classes would remain available in fund prospectuses for an

investor making an investment decision about the appropriate class in which to invest.

We are also proposing to specify that registered funds should not deduct sales loads and

redemption fees charged to shareholder accounts when calculating monthly returns. 52 This

approach is consistent with many funds’ current practices and consistent with prior staff

guidance. 53 Currently, total returns are to be reported in accordance with the methodologies

outlined in applicable registration forms. The methodologies in Forms N-1A and N-3 require that

sales loads and redemption fees charged to all shareholder accounts be deducted when

calculating returns. The performance disclosures that Forms N-1A and N-3 require show the

effects of these loads and fees for non-cumulative periods of one, five, and ten-years, while the

information Form N-PORT provides is monthly. Deducting sales loads and redemption fees for

each month over an indefinite number of reports could give investors the impression that these

See Instruction 3(a) to Item 4(b)(2) of Form N-1A.

See Item B.5 of proposed Form N-PORT.

See Investment Company Reporting Modernization Frequently Asked Questions (Apr. 21, 2021) available

at https://www.sec.gov/about/divisions-offices/division-investment-management/accounting-disclosureinformation/investment-company-reporting-modernization-frequently-asked-questions.

are ongoing fees and overstate their effect on performance. As a result, we are proposing to

require that registered funds not deduct sales loads and redemption fees from the returns reported

on Form N-PORT to provide for consistency across registered fund reporting and to avoid

overstating the effects of sales loads and redemption fees in monthly return information reported

on the form.

In addition to monthly total returns, registered funds are currently required to report the

net realized gain (loss) and net change in unrealized appreciation (depreciation) attributable to

derivatives by asset category (e.g., commodity contracts, credit contracts, equity contracts), and

within those asset categories, funds are required to report the same information for different

types of derivative instruments (e.g., forward, future, option, swap). This derivative-related

reporting is intended to help Commission staff, investors, and other potential users better

understand how a registered fund is using derivatives to accomplish its investment strategy and

the impact of derivatives on fund returns. 54 We propose to eliminate the requirement that

registered funds report the information by type of derivative instrument. As a result, registered

funds would not need to separately report return information for each instrument type (e.g.,

equity options and equity swaps), and instead would report information only by asset class (e.g.,

equity contracts). Removing the need to separately report gain (loss) and appreciation

(depreciation) information for each type of derivative instrument within a given asset category

would reduce reporting burdens without significantly affecting the utility of the reported

information, as the Commission and the public would continue to have derivatives-related

information elsewhere on the form, such as the types and amounts of derivatives instruments the

registered fund holds, to understand the impact of derivatives on fund returns.

See Reporting Modernization Adopting Release, supra note 20, at section II.A.2.e.

Finally, because we are proposing to require that Form N-PORT reports be made public

only for the third month in a fund’s fiscal quarter, rather than monthly, we likewise are proposing

to require registered funds to report return information for each of the preceding three months in

each report to avoid unintended effects on investor’s access to monthly return information,

similar to how registered funds reported prior to the 2024 amendments. Prior to the 2024

amendments, registered funds were required to report return information for each of the

preceding three months in each report to provide investors access to monthly data for a given

quarter since investors only had access to Form N-PORT reports for the third month of each

quarter. In connection with requiring publication of monthly Form N-PORT reports in the 2024

amendments, the Commission modified the form to require return information in each report

only for the month that the Form N-PORT report covers because the amendments provided

investors access to each monthly report. Our proposed approach would continue to provide

investors with “batched” access to monthly return data for a given quarter, consistent with the

Commission’s historical approach of requiring that investors have access to monthly return

information on Form N-PORT regardless of the publication frequency. For the same reason, we

are also proposing to require registered funds to report flow information for each of the

preceding three months in a single Form N-PORT report. 55

Eliminating Reporting Items

In addition to proposing to streamline the reporting of some information, we propose to

remove certain required information from the form. Specifically, we are proposing to remove

requirements to report information related to the registered fund’s compliance with the names

rule, the payoff profiles of non-derivatives, certain information about convertible debt securities,

See Item B.6 of current Form N-PORT; Item B.6 of proposed Form N-PORT.

and explanations of why a single investment has multiple liquidity classifications. Removing

these requirements would not have a significant effect on the Commission’s uses of the data and

are not expected to significantly affect the public’s ability to assess relevant information about

the fund.

The names rule amendments, among other things, broadened the scope of the requirement

for certain funds to adopt a policy to invest at least 80% of the value of their assets in accordance

with the investment focus that the fund’s name suggests (an “80% investment policy) and added

reporting requirements on Form N-PORT related to a registered fund’s compliance with that

rule. 56 For a registered fund that is required to adopt an 80% investment policy under the names

rule, the names rule amendments require the fund to report quarterly on Form N-PORT: (1)

definitions of terms used in the fund’s name; (2) the value of the fund’s 80% basket, as a

percentage of the value of the fund’s assets; and (3) whether each investment in the fund’s

portfolio is in the fund’s 80% basket. 57 We are proposing to eliminate these names rule-related

reporting requirements on Form N-PORT. 58

The purpose of the names rule-related reporting requirements is to provide market-wide

insight with respect to those registered funds that are subject to the 80% investment policy

requirement for the Commission, its staff, and market participants. When these requirements

were adopted, the Commission stated that, by providing context through the definitions used in

the fund’s name, combined with the value of the fund’s investments in the 80% basket and

whether each investment in the fund’s portfolio is in the fund’s 80% basket, investors and the

See rule 35d-1 under the Act; see also Names Rule Adopting Release, supra note 10, at section II.E

(discussing Form N-PORT names rule-related reporting requirements).

See Items B.11 and C.2.e of current Form N-PORT.

In addition, we propose to make conforming changes to General Instruction A of Form N-PORT to remove

references to these Items.

Commission could use this information to better understand how funds have invested in

compliance with their 80% investment policies. 59 Beyond the Form N-PORT requirements, there

are other sources of information to help investors, the Commission, and its staff understand how

a registered fund invests in accordance with the names rule, including fund prospectuses and

portfolio information. For example, the names rule amendments also require a fund to define the

terms used in its name, including the criteria the fund uses to select the investments that the term

describes, in its prospectus. In addition, the amendments require a fund to retain records that are

available to the Commission and its staff, documenting whether an investment is included in its

80% basket and, if so, the basis for including that investment in the 80% basket. 60

The Commission considered the costs of reporting requirements in the Names Rule

Adopting Release. Since then, some funds have begun to work toward implementation of these

requirements and, in conversations with staff, have raised concerns that the reporting

requirements are more burdensome than anticipated and may have unintended effects. There are

operational burdens associated with this reporting, such as building connections between

different internal and external data systems (including, for example, vendor systems or systems

of subadvisers) and translating that data from various systems for filing, as well as preparing,

reviewing, tagging, and filing the information on Form N-PORT. Further, while the names rule

amendments preserved flexibility for the specific criteria a fund uses to select the investments

that the term in its name describes, and did not require funds to disclose in their prospectuses

proprietary criteria used to select investments, reporting on Form N-PORT whether an

investment is in a registered fund’s 80% basket may provide insight into otherwise proprietary

See Names Rule Adopting Release, supra note 10, at sections II.E.1 and II.E.2.

See id. at section II.F.

investment criteria because it will provide specific information about what is included in the 80%

basket. 61 This more specific information may allow other market participants to free ride or front

run the registered fund’s strategy and may harm fund performance.

These considerations lead us to propose to eliminate the names rule-related reporting on

Form N-PORT to avoid potential unintended effects and reduce costs while still providing ways

for the Commission and the public to understand how a fund invests in accordance with the

names rule. Although the names-related reporting on Form N-PORT would facilitate the

Commission’s analysis of a registered fund’s compliance with the names rule, the Commission

can continue to assess compliance with the names rule through analysis of a fund’s disclosures

about the terms used in its name, including the criteria the fund uses to select the investments

that the term describes, combined with portfolio holdings. The Commission also can assess

compliance with the rule through examinations when appropriate, including by analyzing

required records documenting whether an investment is included in a fund’s 80% basket and, if

so, the basis for including that investment in the 80% basket. Although the names rule-related

reporting on Form N-PORT would provide more specific insight to the public into how funds

have invested in compliance with their 80% investment policies, the public would continue to

have access to enhanced disclosures in a fund’s prospectus regarding its 80% investment policy,

which would provide the public with additional context on the fund’s investments and risks in

plain English. Finally, the public would continue to have access to information about a fund’s

See Names Rule Adopting Release, supra note 10, at n.92 and accompanying text (stating that the amended

rule provides fund managers with flexibility to ascribe reasonable definitions for the terms used in a fund's

name and to determine the specific criteria the fund uses to select the investments that the term describes,

which means a fund would not be required to include proprietary information in its 80% investment policy

in its prospectus).

portfolio holdings in annual and semi-annual reports, in public Form N-PORT reports, and on

fund websites.

With respect to payoff profiles for non-derivatives, the form currently requires registered

funds to report whether each position is long or short. 62 The purpose of the payoff profile

reporting is to identify short positions held by registered funds, consistent with the current

requirement in Regulation S-X to disclose investments sold short. 63 Under the proposed

amendment, registered funds would not need to classify non-derivative positions as long or short

for the purposes of reporting on Form N-PORT. We are proposing to remove this reporting

because the Commission and the public can use the sign of the value of the holding

(positive/negative) as a proxy for whether holdings are long or short. 64 As a result, removing the

payoff profile item for non-derivatives would have a limited effect on the utility of Form NPORT reports.

For convertible debt securities, registered funds are required to provide information on

the conversion ratio as well as the delta (if applicable), among other information. 65 The purpose

of this reporting is to help understand the risk and reward profiles of convertible debt securities.

We propose to simplify reporting of convertible debt securities by no longer requiring registered

funds to provide the conversion ratio or delta. We have not found this information as helpful as

See Item C.3 of current Form N-PORT. Form N-PORT also allows registered funds to report N/A in this

field, generally for derivatives because the payoff profiles for derivatives are reported in a separate portion

of the form.

See Reporting Modernization Adopting Release, supra note 20, at paragraph accompanying n.267; 17 CFR

210.12-12A.

Registered funds report the value of each investment under Item C.2 of Form N-PORT. Funds generally

report positive values for long positions and negative values for short positions. For example, for Dec. 2024

filings, only 0.0040% of non-derivative long positions were reported with a negative value and 0.0012% of

short positions were reported with a positive value.

See Item C.9 of current Form N-PORT.

originally contemplated, and we are able to use information about the underlying reference

instrument for most of our monitoring and analytical purposes. Moreover, funds may use

different methodologies for calculating delta for convertible bonds, which adds to variability in

the reported information and reduces its utility. 66

When reporting liquidity classifications for each portfolio holding, an open-end fund is

permitted to attribute multiple classifications to a single holding under specified circumstances. 67

Currently, if an open-end fund reports multiple liquidity classifications for a single holding, it is

required to indicate in its Form N-PORT report which of the three listed circumstances led to the

use of multiple classifications. We propose to eliminate the requirement that funds indicate a

reason for reporting multiple liquidity classifications for a single holding. The purpose of this

requirement was to facilitate more effective Commission monitoring of the liquidity of a fund’s

portfolio and the ability to determine the circumstances leading to the classification. 68 Based on

our experience with this reporting, it is quite rare for open-end funds to report multiple liquidity

classifications for a single holding. When funds have reported multiple liquidity classifications

for a single holding, we have not found the reported reasons to be significantly helpful because

the circumstances in which open-end funds are permitted to use multiple liquidity classifications

Delta information reported on Form N-PORT is nonpublic. As a result, removing the delta for convertible

debt securities would not affect the public’s use of Form N-PORT information. While the conversion ratio

is made public, we are not aware of public uses of Form N-PORT information that would be significantly

affected by the removal of the conversion ratio.

See Instruction to Item C.7 of current Form N-PORT. Specifically, an open-end fund may choose to report

multiple liquidity classifications for a single holding only in the following circumstances: (1) if portions of

the position have differing liquidity features that justify treating the portions separately; (2) if a fund has

multiple sub-advisers with differing liquidity views; or (3) if the fund chooses to classify the position

through evaluation of how long it would take to liquidate the entire position (rather than basing it on sizes it

would reasonably anticipate trading).

See Investment Company Liquidity Disclosure, Investment Company Act Release No. 33142 (June 28,

2018) [83 FR 31859 (July 10, 2018)], at section II.B.1.

for a single holding are limited and specifically outlined in the form. 69 As a result, we are

proposing to remove this requirement. Under the proposal, open-end funds would, however,

continue to be permitted to report multiple liquidity classifications (if any) under the

circumstances identified in the form.

Information on ETF Share Classes and Additional Identifier Information for all

Registered Funds

For multiple-class funds that offer an ETF share class, we are proposing to require

disclosures about the ETF share class’s net assets and flows on Form N-PORT. 70 Starting in the

early 2000s, the Commission granted one fund sponsor exemptive relief to offer an ETF share

class as one class of an open-end, multi-class fund, subject to various terms and conditions. 71 In

the past few years, the Commission has received many exemptive applications from fund

sponsors seeking a similar ability to offer ETF share classes. The Commission has begun

granting exemptive relief in response to these applications. 72 As a result, it is likely that ETF

share classes will grow in number and net assets, and information about ETF share classes’

expanding size and flows will become more important. The proposed disclosures would facilitate

Liquidity classification information reported on Form N-PORT is nonpublic. As a result, removing this

item would not affect the public’s use of Form N-PORT information.

Form N-PORT currently requires information on net assets and flows for the registered fund as a whole and

not on a class-by-class basis. See Items B.1 and B.6 of current Form N-PORT.

See Vanguard Index Funds, et al., File No. 812-12094, Investment Company Act Rel. Nos. 24680 (Oct. 6,

2000) (notice) and 24789 (Dec. 12, 2000) (order); Vanguard Index Funds, et al., File No. 812-12912,

Investment Company Act Rel. Nos. 26282 (Dec. 2, 2003) (notice) and 26317 (Dec. 29, 2003) (order);

Vanguard International Equity Index Funds, et al., File No. 812-12860, Investment Company Act Rel. Nos.

26246 (Nov. 3, 2003) (notice) and 26281 (Dec. 1, 2003) (order); and Vanguard Bond Index Funds, et. al.,

File No. 812-13336, Investment Company Act Release Nos. 27750 (Mar. 9, 2007) (notice) and 27773 (Apr.

2, 2007) (order).

See DFA Investment Dimensions Group Inc., Dimensional Investment Group Inc., Dimensional ETF Trust

and Dimensional Fund Advisors LP, File No. 812-15484, Investment Company Act Release Nos. 35770

(Sept. 29, 2025) (notice) and 35786 (Nov. 17, 2025) (order).

the Commission’s and the public’s understanding of the growth of the industry and inform any

future Commission action.

We are proposing amendments to Form N-PORT to require registered funds with an ETF

share class to report the following:

•

Size. The amendments would require separate reporting of net asset information for

the ETF share class. 73

•

Flows. The amendments would require separate reporting of information about the

total net asset value of shares sold and total net asset value of shares redeemed or

repurchased for the ETF share class. 74

These disclosure requirements are designed to provide investors and the Commission

information about the ETF share class structure by measuring their net assets and flows,

separately from the fund as a whole. This information is important because an ETF share class is

structured and may behave differently than the other share classes in a multiple-class fund.

Separate information for an ETF share class also would facilitate staff analysis of industry trends

and risks given these structural differences. As an example, ETFs may present different liquidity

risks than mutual funds, as shares of an ETF can be traded on an exchange throughout the day

and, when authorized participants transact with the fund, an ETF is more likely to redeem in kind

(that is, by delivering certain assets from the ETF’s portfolio, rather than in cash), thereby

avoiding the need for the ETF to sell assets to meet redemptions.

Additional Identifying Information

See Item B.1.d of proposed Form N-PORT. To identify the ETF share class, funds would be required to

report the ticker symbol of the ETF share class.

See Item B.6.d of proposed Form N-PORT.

While registered funds are currently required to report certain identifying information on

Form N-PORT, we are proposing to require funds to provide ticker symbols by registrant, and

for each class of a registrant or series, as applicable, as well as certain other class-level

information, if any, to help staff and data users use data more efficiently. 75 We recognize that

when the Commission adopted Form N-PORT, the Commission determined that requiring a

registered fund to report ticker symbols on Form N-PORT would not be necessary because other

reported information (e.g., for the registrant, information such as the name, CIK, and LEI; and

for the series, information such as the name, EDGAR identifier, and LEI) was sufficient for

Commission staff, as the primary user of Form N-PORT, to identify funds filing reports on Form

N-PORT, and could also be useful for investors and other potential users. 76 However, since then,

with experience, the staff has found that ticker symbols would enhance the efficiency of data

analysis.

For example, staff has observed that matching a registered fund, series, and/or class using

only its name in multiple data sources (e.g., Form N-PORT reports, other reports such as Form

N-CEN, and third-party vendor information) can be difficult because of very slight differences in

the reported name of the fund, series, and/or class. Further, staff has observed that ticker symbols

are more widely used than LEIs across multiple data sources, and that while LEIs are not

assigned on the basis of share classes, there are distinct ticker symbols identifying each fund

share class. Requiring a registered fund to report a ticker symbol associated with the registrant,

or for each class of the registrant or series, as relevant, would facilitate the ability of the data user

to conduct comprehensive data analyses across multiple data sources more efficiently, and would

See Item A.3 of proposed Form N-PORT.

See Reporting Modernization Adopting Release, supra note 20, at paragraph accompanying n.69.

complement other identifying information that registered funds currently report across other

reporting forms. 77

We request comment on the proposed amendments to Form N-PORT, including the

following:

24. Should we, as proposed, relating to portfolio level risk metrics, increase the

threshold for determining which registered funds must report risk metrics from

25% or more of the fund’s net asset value to 50% or more of the fund’s net asset

value? Should the threshold be lower (e.g., 30% or 40%) or higher (e.g., 60% or

70%)? In addition to, or separate from, the numerical threshold, should we change

the period over which the threshold is measured? For instance, instead of

measuring the average value of the fund’s debt positions for the previous 3

months, should the period be shorter or longer, such as 1-, 6-, or 12-months? Are

there other threshold alternatives that would be more effective or appropriate?

25. Should we, as proposed, remove the requirement to report the DV01 interest rate

risk metric? Do investors or other members of the public use this information? If

so, how? Do the benefits of this information to investors or other members of the

public justify the costs of reporting it?

26. Should we, as proposed, simplify the reporting of the DV100 interest rate risk

metric by requiring registered funds to report an aggregate figure across all

currencies for which the fund had a value of 1% or more of its net asset value,

Registered funds currently are required to provide their ticker symbols in other filings with the

Commission. See, e.g., Item 1 of Form N-1A and Item C.2 of Form N-CEN. By requiring current ticker

symbol information on Form N-PORT, the proposed amendments would address situations where a

registered fund, for example, may have changed its ticker symbol information between the fund’s annual

filings on Form N-CEN and, thus, the ticker information in the fund’s most recent Form N-CEN filing is

inaccurate.

rather than separately by currency? What effect, if any, would this change have on

the use of Form N-PORT information by investors or other members of the

public? In addition to, or separate from these proposed changes, should we

eliminate the need to report DV100 separately for different maturity buckets (3

months, 1 year, 5 years, 10 years, and 30 years) and instead require a single

aggregated DV100 measure?

27. Should we, as proposed, simplify the reporting of the credit spread risk metrics by

no longer requiring registered funds to provide separate measures for investment

grade and non-investment grade exposures? What effect, if any, would this

change have on the use of Form N-PORT information by investors or other

members of the public? In addition to, or separate from these proposed changes,

should we eliminate the requirement to report credit spread risk metrics separately

for different maturity buckets (3 months, 1 year, 5 years, 10 years, and 30 years)

and instead require a single aggregated credit spread risk measure?

28. What is the burden associated with the proposed changes to portfolio level risk

metrics? How would the reporting burden compare between the current and

proposed requirements?

29. Should we, as proposed, require multiple class funds to report returns only for a

single representative class? Is the proposed method of selecting a representative

class effective? Should we instead define a representative class as the class with

the greatest net assets as of the end of the reporting period or give a registered

fund full discretion to choose a representative class based on considerations such

as age or size of the class (e.g., by selecting the oldest class or the class with the

greatest net assets), without considering which class has the longest period of

returns as Form N-1A requires under certain circumstances? How often would the

representative class change under our proposed approach or potential alternatives?

Are there other criteria a fund should be permitted or required to use to select its

representative class? Would the proposed approach of requiring reporting of only

a single representative class affect how investors or other users of Form N-PORT

use the reported information? If so, could investors or other users instead use

return information in fund prospectuses or shareholder reports for individual

classes?

30. Should we, as proposed, continue to require registered funds to report monthly net

realized gain (loss) and net change in unrealized appreciation (or depreciation)

attributable to derivatives for the listed asset categories (commodity contracts,

credit contracts, equity contracts, foreign exchange contracts, interest rate

contracts, and other contracts)? Should we make any changes to the listed asset

categories? Should we require the aggregate net realized gain (loss) and net

change in unrealized appreciation (depreciation) for all derivatives positions,

instead of requiring separate figures for each asset category?

31. As proposed, should we remove the requirement to report monthly net realized

gain (loss) and net change in unrealized appreciation (or depreciation) by

derivative type (forward, future, option, swaption, swap, warrant, and other)

within each asset category of derivatives? Would removal of this information

reduce reporting burdens for registered funds? Would removal of this information

affect investors or other users of Form N-PORT information and, if so, how?

32. Currently, Form N-PORT requires funds to report the notional value for most

types of derivatives but, for options, requires funds to report the exercise price. 78

In addition, funds must calculate the notional value of derivatives positions for

purposes of meeting other regulatory requirements. 79 When reporting options

positions on Form N-PORT, should we require registered funds to provide the

notional value, rather than the exercise price? Would this change streamline

reporting and reduce reporting burdens (and, if so, by how much)? What effect, if

any, would such a change have on the public’s use of Form N-PORT information?

33. Should we, as proposed, eliminate the names rule-related reporting? Do enhanced

disclosures in fund prospectuses about a fund’s 80% investment policy, along

with available information about fund portfolio holdings, provide the public with

sufficient information to understand a fund’s investments and risks? To what

extent would removing the names rule-related reporting reduce reporting burdens

for registered funds? Instead of eliminating the names rule-related reporting, are

there modifications to these requirements we should make? For example, should

we require a fund to report the value of the fund’s 80% basket, as a percentage of

the value of the fund’s assets, but remove other names rule-related reporting

requirements?

34. Should we, as proposed, eliminate reporting of the payoff profiles of nonderivatives? Should we, as proposed, eliminate reporting of the conversion ratio

See Item C.11.c.v of current Form N-PORT.

17 CFR 270.18f-4 (defining derivatives exposure as the sum of the gross notional amount of the fund’s

derivatives transactions); Item B.3 of Form N-PORT (requiring funds to use the notional value of certain

derivatives for which the underlying reference asset or assets are debt securities or an interest rate when

determining if the fund is required to report portfolio level risk metrics due to the value of its exposure to

debt instruments).

and delta of convertible debt securities? Would removal of the conversion ratio of

convertible debt securities affect investors or other uses of Form N-PORT

information and, if so, how? Should we, as proposed, eliminate reporting of the

reason an open-end fund has reported multiple liquidity classifications for a single

investment? What are the burdens of reporting each of the items that we propose

to eliminate, and how much burden would be eliminated by the proposed

changes? Are there items that we are proposing to eliminate that we should retain

and/or modify? If so, what are they, why should we retain or modify them, and

what should any modifications be?

35. What is the impact to the public if there is less Form N-PORT data available

because of these proposed amendments to the form? Please provide examples.

36. Should we, as proposed, require registered funds with ETF share classes to

disclose net assets and flows for these share classes separately from information

for the full fund? Should we amend Form N-PORT to require more or less

information about ETF share classes? If there is other information that would be

helpful to the public, provide specific examples of how that information would be

useful.

37. Should we, as proposed, require registered funds to provide ticker information by

registrant or for each class of a registrant or series, as applicable? Should we, as

proposed, require registered funds to report for any classes of the registrant or

series the class name and EDGAR class identification number as identifying

information in Part A? How would the reporting burden compare between the

current and proposed requirements?

38. Should the Commission eliminate reporting on Form N-PORT related to the

liquidity of a fund’s investments and, if so, why? 80

39. Are there other Form N-PORT items that we should modify or eliminate? Why

are the benefits of the reported information to the Commission and the public not

justified by the costs of reporting the information?

D. Proposed Transition Period

We propose to provide a tiered transition period for registered funds to comply with the

proposed amendments, if adopted, based on fund size. We propose to provide a 12-month

transition period for larger entities and an 18-month transition period for smaller entities. For

these purposes, larger entities would be registered funds that, together with other investment

companies in the same “family of investment companies” (as such term is defined in Item B.5 of

Form N-CEN), have net assets of $10 billion or more as of the end of the most recent fiscal year.

Smaller entities would be registered funds that, together with other investment companies in the

same family of investment companies, have net assets of less than $10 billion as of the end of the

most recent fiscal year. 81 The tiered transition period would provide time for registered funds to

See Items B.7 (requiring information related to a fund’s highly liquid investment minimum, if applicable),

B.8 (requiring information about the percentage of a fund’s highly liquid investments that it has pledged as

margin or collateral in connection with derivatives transactions classified in non-highly liquid categories),

and C.7 (requiring the liquidity classification of each portfolio investment) of Form N-PORT.

For the last several years, the Commission generally has used a threshold of $1 billion in net assets for

differentiating between larger and smaller registered investment companies when providing smaller entities

with additional time to comply with new requirements. We instead are proposing to use a $10 billion

threshold for the transition period, based on an analysis of the distribution of assets across funds at different

net asset thresholds. This $10 billion threshold is designed to be a reasonable means of distinguishing larger

and smaller entities for purposes of tiered compliance dates for Form N-PORT reporting requirements. We

estimate that, as of Dec. 2024, 22.9% of registered investment companies would be considered to be

smaller entities. These smaller entities hold approximately 2.13% of aggregate assets of registered

investment companies. These estimates are based on data reported on Form N-CEN through Jan. 21, 2025.

The Commission also recently proposed similar amendments to how it defines “small entity” under the

Regulatory Flexibility Act for investment companies. See Amendments to the “Small Business” and “Small

Organization” Definitions for Investment Companies and Investment Advisers for Purposes of the

Regulatory Flexibility Act, Investment Company Act Release No. 35864 (Jan. 7, 2026) [91 FR 1107 (Jan.

12, 2026)] (“Small Entity Proposing Release”).

adjust their internal processes and arrangements with service providers to begin to file Form NPORT reports on a monthly basis within 45 days of month end and to modify the information

that is reported. Registered funds would not need to make adjustments related to publication

frequency because the proposed amendments align with historic requirements, and the 2024

amendments have not yet gone into effect.

At the end of the relevant transition period, registered funds would be required to shift

from a quarterly filing approach to a monthly filing approach and file reports that conform to the

amended information requirements. 82 We propose to require registered funds to make their first

monthly filing for the first month of the fiscal quarter that begins after the compliance date.

Because fiscal quarter ends differ among funds, this approach would result in funds being

required to file their first monthly reports at different times within a three-month range,

depending on the date of a fund’s fiscal quarter end. Basing the approach on fiscal quarter end is

meant to ease the transition from quarterly to monthly filing, as this approach would avoid

requiring some registered funds to begin to file monthly Form N-PORT reports in the middle of a

fiscal quarter. As an illustrative example, if the compliance date were in May of a given year, the

transition period would operate as shown in Table 3.

Table 3. Illustrative Example of Proposed Transition from Quarterly to Monthly Filings

with a Hypothetical Compliance Period End in May

Fund’s Fiscal

Quarter End

May

Last Quarterly Filing

First Monthly Filing

Filing covering the months of

March, April, and May would be

Filing for June would be due within

45 days of the end of June

Once a registered fund shifts from quarterly filing to monthly filing, the fund would also no longer be

required to maintain records of Form N-PORT information no later than 30 days after the end of each

month under rule 30b1-9. If the proposal is adopted, we anticipate that registered funds would be required

to maintain records under that rule until they begin to file reports on a monthly basis, consistent with the

approach taken in the 2024 amendments. See 2024 Adopting Release, supra note 1, at n.170 and

accompanying text.

due within 60 days of the end of

May

Filing covering the months of April,

May, and June would be due within

60 days of the end of June

Filing covering the months of May,

June, and July would be due within

60 days of the end of July

June

July

Filing for July would be due 45

days after the end of July

Filing for August would be due

within 45 days of the end of August

In addition, we propose to amend the effective and compliance dates of the Form NPORT amendments in the 2024 Adopting Release that would not be superseded by this

rulemaking to align with the effective and compliance dates for the proposed amendments in this

release, if adopted. This would include the amendments to entity identifiers to separate the

concepts of LEI and RSSD ID, as well as technical amendment to the definition of ETF in Form

N-PORT to include a direct reference to 17 CFR 270.6c-11, the Commission’s exemptive rule

for ETFs.

We request comment on the proposed transition period:

40. Would the proposed transition period provide registered funds enough time to comply

with the proposed amendments? Should the period be shorter or longer?

41. Should the transition period differ by fund size, as proposed, or should the transition

period be the same for all registered funds? Is there a different approach we should

use for determining fund size for purposes of the transition period?

42. As proposed, should we change the compliance date for the amendments from the

2024 Adopting Release that are not being superseded (e.g., the amendments to

separate the concepts of LEI and RSSD ID) to align with the compliance date for the

proposed amendments? If the transition period for the 2024 amendments that are not

being superseded should differ, in what way should it differ?

43. Is the proposed approach for transitioning from quarterly filing to monthly filing

workable? Would a different approach be more effective? For example, should we

instead require registered funds to make their first monthly filing for the first month

preceding the end of the compliance period, meaning registered funds would begin to

file monthly reports at the same time, regardless of their fiscal year ends? Under this

approach, if that month is not the beginning of a fund’s fiscal quarter, should we

require the fund to file information for prior months in that fiscal quarter at the same

time the first monthly report is due?

III.

Economic Analysis

A. Introduction

Reports on Form N-PORT are an important source of information for the Commission

and its staff. This information helps the Commission monitor industry trends, identify risks,

inform policy and rulemaking, and assists the staff in examination and enforcement efforts,

which ultimately benefits investors. In addition, investors and other market participants also

benefit from the publicly available information that registered funds report on Form N-PORT

because it aids them in making more informed investment decisions. Currently, the Commission

receives reports on Form N-PORT on a quarterly basis, no later than 60 days after the end of a

registered fund’s fiscal quarter, with each quarterly report containing month-end information for

each month in the quarter, while investors have access to Form N-PORT portfolio data for only

the third month of a fund’s fiscal quarter. 83

Monthly portfolio holdings of certain open-end and closed-end funds may also be available on funds’

websites, as well as for a fee through third-party data aggregators. Voluntary disclosures of monthly

portfolio holdings that are currently publicly available may be inconsistent across registered funds and over

time and may vary in format, presentation, or ease of access.

In 2024, the Commission adopted amendments to Form N-PORT that were intended to

give the Commission timelier information to conduct comprehensive oversight of the registered

fund industry, as well as to give investors information to make more informed investment

decisions. 84 Specifically, the 2024 amendments require registered funds to file monthly reports

within 30 days of month end, replacing the prior approach requiring these funds to file reports

for each month in a fund’s fiscal quarter no later than 60 days after the end of each fiscal quarter.

In addition, the 2024 amendments make monthly report information publicly available 60 days

after month end, which replaces the prior approach of making information for only the third

month of the fiscal quarter public. The 2024 amendments have yet to be implemented.

Following adoption of the Form N-PORT amendments, several developments caused the

Commission to delay the effective and compliance dates of the 2024 amendments and review

their potential effects. 85 As a result of this review, we are proposing to extend the filing deadline

to 45 days after month end to reduce the costs to registered funds of filing Form N-PORT while

continuing to provide the Commission with timely data. We are also proposing to publish reports

for only the third month of a registered fund’s fiscal quarter 60 days after month end to reduce

the risks to funds and their investors of publishing significantly more information on funds’

holdings. In addition, we are proposing to remove or streamline certain items and sub-items of

the form and to modernize the form to better account for fund structures with ETF share classes.

The Commission has considered the economic effects of the proposed amendments. 86

Where possible, we have attempted to quantify the economic effects. In some cases, however, we

See supra note 1.

See supra section I.A.

Section 2(c) of the Act and section 3(f) of the Exchange Act direct the Commission, when engaging in

rulemaking where it is required to consider or determine whether an action is necessary or appropriate in,

are unable to quantify the economic effects because we lack the information necessary to provide

a reasonable and reliable numerical estimate. For example, relative to the 2024 amendments, the

proposed amendments would reduce the amount of information investors have to compare

registered funds by reverting the frequency of Form N-PORT publication to prior standards. For

the same reasons we were unable to quantify some of the economic effects associated with the

increase in publication frequency associated with the 2024 amendments, we are unable to

quantify these effects as we revert to prior standards in this proposal. 87 As described more fully

below, the Commission is providing both a qualitative assessment and quantified estimate of the

economic effects, where feasible.

We request comment on all aspects of the economic analysis of the proposed

amendments. To the extent possible, we request that commenters provide supporting data and

analysis on the benefits, costs, and effects on competition, efficiency, and capital formation of

the proposed amendments or any reasonable alternatives.

B. Baseline

The baseline against which the costs, benefits, and the effects on efficiency, competition,

and capital formation of the proposed rules are measured consists of the current state of the

or consistent with, the public interest, to consider, in addition to the protection of investors, whether the

action will promote efficiency, competition, and capital formation. In addition, section 23(a)(2) of the

Exchange Act requires the Commission, when making rules under the Exchange Act, to consider among

other matters the impact that the rules would have on competition and prohibits the Commission from

adopting any rule that would impose a burden on competition not necessary or appropriate in furtherance of

the purposes of the Exchange Act. The analysis below addresses the likely economic effects of the

amendments, including the anticipated benefits and costs of the amendments and their likely effects on

efficiency, competition, and capital formation. The Commission also discusses the potential economic

effects of certain alternatives to the approaches taken in this release.

See 2024 Adopting Release, supra note 1, at paragraph accompanying n.180.

securities markets and the current regulatory framework with respect to registered management

investment companies and ETFs organized as unit investment trusts (“registered funds”). 88

1. Regulatory Baseline

Registered funds are required to file periodic reports on Form N-PORT about their

portfolios and each of their portfolio holdings as of month end. In addition to providing a

registered fund’s portfolio holdings, Form N-PORT reports also provide information to help

assess a fund’s risk and return characteristics, such as portfolio level risk metrics, liquidity

related information, and monthly fund returns for each fund share class. 89 Additional

amendments to Form N-PORT were also adopted in 2023 that would require certain registered

funds to report information related to their compliance with the names rule after that rule’s

compliance date. 90

Until the 2024 amendments go into effect, registered funds will continue to file these

reports on a quarterly basis, with each report due 60 days after the end of a fund’s fiscal quarter.

While each report includes month-end portfolio information for each month in the relevant fiscal

quarter, only information about portfolio holdings for the third month of each fiscal quarter is

made available to the public upon filing; information for the first and second month of each

See, e.g., Nasdaq v. SEC, 34 F.4th 1105, 1111–15 (D.C. Cir. 2022). This approach also follows SEC staff

guidance on economic analysis for rulemaking. See SEC Staff, Current Guidance on Economic Analysis in

SEC Rulemaking (Mar. 16, 2012), available at https://www.sec.gov/divisions/riskfin/

rsfi_guidance_econ_analy_secrulemaking.pdf (“The economic consequences of proposed rules (potential

costs and benefits including effects on efficiency, competition, and capital formation) should be measured

against a baseline, which is the best assessment of how the world would look in the absence of the

proposed action.”); id. at 7 (“The baseline includes both the economic attributes of the relevant market and

the existing regulatory structure.”).

While the proposed amendments to Form N-PORT would require sales loads and redemption fees to be

deducted from monthly fund return calculations, some registered funds currently exclude these fees from

their monthly fund returns on Form N-PORT. This approach is consistent with many funds’ current

practices and consistent with prior staff guidance. See supra section II.C.

See Names Rule Adopting Release, supra note 10.

fiscal quarter remains confidential. Registered funds are also currently required to maintain the

data Form N-PORT requires within 30 days of a month end for recordkeeping purposes until the

2024 amendments go into effect. 91

The 2024 amendments require registered funds to file monthly reports within 30 days of

month end and the Commission would publish those reports 60 days after month end. The

subsequent delay of the effective and compliance dates for the 2024 amendments means that

larger entities must comply with these new requirements as of November 17, 2027, and that

smaller entities must comply by May 18, 2028.

Currently, a registered fund may report certain portfolio holdings as miscellaneous

securities, meaning that information about these holdings can remain nonpublic for up to a year,

provided that the combined value of the positions reported as miscellaneous securities does not

exceed 5% of the total value of a fund’s investments and that these positions have not been

previously disclosed to the public.

Part F of Form N-PORT also currently requires a registered fund to attach a complete

schedule of portfolio holdings for the end of the first and third quarters of the fund’s fiscal year,

presented in accordance with Regulation S-X, within 60 days after the end of the reporting

period. Further, ETFs, including actively managed ETFs, generally are required to provide full

portfolio holdings on their websites every business day. 92 A small number of “non-transparent”

ETFs have received exemptive orders from the Commission permitting them not to disclose their

portfolio holdings on a daily basis. Monthly portfolio holdings of certain registered funds may

also be available on their websites, as well as through third-party data aggregators (typically for a

See rule 30b1-9.

See rule 6c-11(c)(1)(i).

fee), generally on a lagged basis (e.g., 15, 30, 45, or more days after a month end). However, this

more frequent publication and/or aggregation by third parties of portfolio data is voluntary.

Currently, most ETFs are structured as individual funds. However, since the early 2000s,

there have been some mutual funds with ETF share classes. In recent years, the Commission has

received requests to provide exemptive relief to allow additional mutual funds with ETF share

classes and the Commission recently began granting exemptive relief. 93

2. Affected Entities

The proposed amendments to the filing and public disclosure frequency of Form NPORT reports would affect all registered funds that are currently required to file reports on Form

N-PORT. Table 4 below lists registered fund counts along with their net assets by type. 94

See supra note 72.

Form N-CEN provides census-type information about registered funds, while Form N-PORT provides

detailed information about fund activities. Because Form N-PORT does not include information about fund

types, we use information reported on Form N-CEN to estimate the number of affected funds for each type

of fund. We use information reported to the Commission for each fund as of Dec. 31, 2024, incorporating

filings and amendments to filings received through May 15, 2025. Net assets are monthly average net

assets during the reporting period identified on Item C.19.a of Form N-CEN and validated with Bloomberg

(for ETFs). Current values are based on the most recent filings and amendments, which are based on fiscal

years and are therefore not synchronous. Submissions of Form N-CEN reports are required on a yearly

basis. Therefore, these estimates do not include newly established funds that have not completed their first

fiscal year and, therefore, have not filed on Form N-CEN yet. These estimates also do not account for the

funds that have been terminated since the last Form N-CEN report was filed. Therefore, the estimates for

the number of registered funds and their net assets may be over- or under-estimated.

Table 4. Registered Funds Required to File Form N-PORT by Type, as of December 31,

2024

TOTAL

Registered Fund Type

1. Open-end funds registered on Form N-1A:

-- a. Mutual funds required to file Form N-PORT1

-- b. ETFs:2

----- i. non-transparent ETFs3

----- ii. daily website disclosure required4

2. Closed-end funds registered on Form N-25

3. ETFs that are UITs registered on Form N-8B-26

4. Variable annuity separate accounts registered on

Form N-37

Total

Number

Notes:

Net assets, $

trillion

8,497

3,481

3,439

671

$ 23.10

$ 7.34

$ 0.01

$ 7.33

$ 0.37

$ 1.00

12,668

$ 0.27

$ 32.08

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 307 money market funds that hold approximately $6.86 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 in 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 (nontransparent ETFs).

4. ETFs identified in Item C.3.a.i of Form N-CEN excluding 42 non-transparent ETFs.

5. Closed-end funds are identified in 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.

7. Variable annuity separate accounts are identified in Form N-CEN, Item B.6.c.

We estimate that there are 12,668 registered funds currently required to file reports on

Form N-PORT that hold approximately $32.08 trillion in assets (approximately 82% of total

registered investment companies’ assets). Different types of registered funds may be affected

differently by the amendments to Form N-PORT. Among the affected funds, there are 8,497

mutual funds that represent approximately 72% of registered funds’ assets, 3,481 ETFs

registered as open-end funds that represent approximately 23% of registered funds’ assets, 671

closed-end funds that represent approximately 1.2% of registered funds’ assets, 4 ETFs

registered as unit investment trusts that represent approximately 3.1% of assets of all registered

funds, and 15 variable annuity separate accounts that represent approximately 0.8% of assets of

all registered funds. Among the ETFs registered as open-end funds, 42 are non-transparent ETFs

with assets of $0.01 trillion and 3,439 are ETFs for which daily website portfolio disclosure is

required, with assets of $7.33 trillion.

Of the 12,668 funds required to file reports on Form N-PORT, some registered funds will

be affected more than others by the proposed amendments to Form N-PORT intended to refine

the information funds provide. 95 30.6% of registered funds representing 25.4% of aggregate net

assets of N-PORT filers currently report portfolio level risk metrics on Item B.3, while 28.1% of

registered funds representing 22.5% of aggregate net assets of N-PORT filers have an average

value of debt securities for the three months prior to December 31, 2024 that exceeds 50% of

each fund’s net asset value. 47.5% of registered funds representing 62.9% of aggregate net assets

of N-PORT filers report monthly fund returns for more than one share class on Item B.5.a.

44.1% of registered funds representing 63.7% of aggregate net assets of N-PORT filers report

unrealized appreciation (or depreciation) attributable to derivatives in Item B.5.c. All 12,668

registered funds are required to report payoff profile information for non-derivative positions in

Item C.3. 0.3% of registered funds representing 1.1% of aggregate net assets of N-PORT filers

attribute multiple liquidity classification categories to a holding in Item C.7. 5.5% of registered

To obtain the percentage of registered funds affected by each Form N-PORT item that follows, we use

information reported to the Commission on Form N-PORT for each registered fund as of Dec. 31, 2024,

incorporating filings and amendments to filings received through May 15, 2025.

funds representing 7.8% of aggregate net assets of N-PORT filers report information on

convertible debt securities in Item C.9.f. Approximately 9,628 registered funds representing 76%

of registered funds’ assets would be subject to reporting requirements related to their compliance

with the names rule in Item B.11 and Item C.2.e, once that rule’s compliance period ends. 96

Finally, 69 mutual funds offer an ETF share class, representing 18.9% of aggregate net assets of

open-end Form N-PORT filers. 97

Table 5 below lists registered fund counts along with their aggregate net assets by fiscal

year end. 98 Among registered funds, there is variation in the fiscal year end. The most common

fiscal year end used by registered funds is December (26.9% of registered funds), the second

most common fiscal year end is October (19.0% of registered funds), and August is the third

most common fiscal year end (8.8% of registered funds).

Table 5. Registered Funds by Fiscal Year End, as of Dec. 31, 2024

Fiscal Year End

31-Jan

28-Feb

31-Mar

30-Apr

Number of Registered

Funds

% of total

197

1.5%

398

3.1%

1,116

8.7%

529

4.1%

Net Assets

$, trillion

% of total

0.61

1.7%

2.22

6.1%

3.37

9.3%

0.99

2.7%

See Names Rule Adopting Release, supra note 10, at n.495 and accompanying text. The Commission

estimated that the names rule would increase the percentage of funds subject to the names rule from 60% to

76%. We therefore estimate that 9,628 = 76% * 12,668 funds would be affected by the proposed removal of

Items B.11 and C.2.e on Form N-PORT.

This figure does not reflect recent exemptions, issued by the Commission, permitting additional mutual

funds to add ETF share classes. See, e.g., DFA Investment Dimensions Group Inc., Investment Company

Act Release Nos. 35770 (Sept. 29, 2025) (notice) and 35786 (Nov. 17, 2025) (order).

We use information reported on Form N-PORT to the Commission for each registered fund as of Dec. 31,

2024, incorporating filings and amendments to filings received through May 15, 2025. Fiscal year is

reported in Item A.3.a of Form N-PORT. Net assets are reported in Item B.1.c of Form N-PORT. We note

that the total number of the registered funds in this table (12,898 funds) differs from the number based on

the Form N-CEN data in Table 4 (12,668 funds) because Form N-PORT is submitted on a less delayed

basis compared to Form N-CEN; thus, it may include newly established funds that have not completed their

first fiscal year and, therefore, have not filed Form N-CEN yet, as well as funds that have been terminated

since the last Form N-CEN was filed.

31-May

30-Jun

31-Jul

31-Aug

30-Sep

31-Oct

30-Nov

31-Dec

TOTAL

626

816

672

1,131

1,112

2,448

389

3,464

12,898

4.9%

6.3%

5.2%

8.8%

8.6%

19.0%

3.0%

26.9%

100.0%

1.26

1.46

1.28

2.78

4.03

5.89

0.88

11.46

36.23

3.5%

4.0%

3.5%

7.7%

11.1%

16.2%

2.4%

31.6%

100.0%

3. Economic Literature on the Disclosure of Registered Fund Portfolio Holdings

This section summarizes the academic literature pertaining to the economic effects

relevant to the changes we are proposing. The Commission has also considered the potential

economic effects of publicly disclosing registered fund portfolio information in several past

releases. 99

One strand of the academic literature suggests that the disclosure of holdings can have

negative economic consequences for a registered fund and its investors. One early study provides

a theoretical framework showing that, under certain assumptions, “predatory trading” can

increase trading costs for a large institution (e.g., a fund) when it needs to liquidate a position

that is known by other market participants. 100 Subsequent studies claim that strategies that

anticipate the sales of mutual funds based on their holdings and predicted outflows, trading

ahead of them (“front running”), earn excess returns, suggesting that funds incur additional costs

as a result of these disclosures. 101 Several studies also suggest that market participants can “free-

See supra notes 1, 2, and 20. Those releases also include reviews of the associated academic literature.

100

See Markus K. Brunnermeier & Lasse Heje Pedersen, Predatory Trading, 60 J. OF FIN. 1825, no.4,

(2005).

101

See, e.g., Joshua Coval & Erik Stafford, Asset Fire Sales (and Purchases) in Equity Markets, 86 J. OF FIN.

ECON.479 (2007); Teodar Dyakov& Marno Verbeek, Front Running of Mutual Fund Fire-Sales (Sept. 6,

2012) (revised May 1, 2014), 37 J. OF BANKING AND FIN., no.12, 2013 at 4931-4942, available at

https://ssrn.com/abstract=2170660 retrieved from SSRN Elsevier database. See, also, Sophie Shive &

Hayong Yun, Are Mutual Funds Sitting Ducks?, 107 J. OF FIN. ECON. 220 (2013).

ride” on registered funds by “copycatting” their strategies, earning excess returns without

incurring the information production costs of the target fund. 102 Another study more generally

finds that while portfolio holdings disclosure by registered funds has beneficial effects, such as

increased market liquidity, it reduces the returns of otherwise informed funds, noting that such

costs reduce a fund’s incentive to perform costly research on the securities they invest in. 103

Other studies examine the effect of disclosure on registered fund manager behavior and

potential agency problems between a fund manager and fund investors. One study suggests that

more standardized portfolio disclosures can decrease agency problems between funds and

investors. 104 In contrast, another study suggests that more frequent disclosure actually increases

window-dressing by low-skill fund managers, who try to obfuscate poor performance by

manipulating their holdings around reporting dates, though more frequent disclosure allows

investors to sort out skilled from unskilled managers more rapidly. 105

Some studies analyze the effects of portfolio disclosures on issues related to market

efficiency and capital formation. As noted above, one study suggests that while disclosure is

102

See Mary Margaret Frank, et al., Copycat Funds: Information Disclosure Regulation and the Returns to

Active Management in the Mutual Fund Industry, 47 J. OF LAW AND ECON., no. 2, 2004 at 515-541; Marno

Verbeek & Yu Wang, Better Than the Original? The Relative Success of Copycat Funds, 37 J. OF BANKING

AND FIN. 3454 (2013).

103

See Vikas Agarwal, et al., Mandatory Portfolio Disclosure, Stock Liquidity, and Mutual Fund

Performance, 76 J. OF FIN. 2773-2776, (2015) (“Agarwal et al.”).

104

See Ki-Soon Choi, The Role of Portfolio Disclosures in Mutual Funds (working paper revised Aug. 2

2023), available at SSRN: https://ssrn.com/abstract=4283140 (retrieved from SSRN Elsevier database).

The paper analyzes the 2016 adoption of Form N-PORT reporting requirements and suggests that

standardized portfolio disclosures decreased information asymmetry between fund investors and managers,

showing that, as a result of the 2016 reporting requirements, fixed-income fund managers (who generally

have incentives to display lower volatility) became less likely to engage in return smoothing, and equity

managers became less likely to engage in risk shifting (increasing the risk of a fund portfolio in hopes of

achieving higher portfolio returns).

105

See Xiangang Xin, et al., Wrong Kind of Transparency? Mutual Funds’ Higher Reporting Frequency,

Window Dressing, and Performance, 62 J. ACCT. RSCH.737 (2024); See also Vikas Agarwal, et al., Window

Dressing in Mutual Funds, 27 REV. OF FIN. STUD, 3133 (2024) for a theoretical model of why managers

engage in window dressing.

costly for individual funds, it can increase the liquidity of the underlying market for a fund’s

securities, implying lower trading costs for investors and a lower cost-of-capital for issuing

firms. 106 Another study suggests that quarterly holdings disclosure requirements cause funds to

alter their trading strategies to conceal their intentions leading up to reporting dates, reducing

price efficiency around these dates. 107 Finally, another study suggests that increased portfolio

holding disclosure requirements can disincentivize a fund from performing costly research

activities, reducing price informativeness for firms that the fund invests in and decreasing the

ability of those firms’ managers to learn from market prices when making real investment

decisions. 108

C. Benefits and Costs of the Amendments

1. Filing Timeframe

We are proposing to amend rule 30b1-9 and Form N-PORT to require registered funds to

file Form N-PORT reports within 45 days after the end of the month to which they relate. 109

Specifically, rather than filing monthly reports with the Commission within 30 days after the end

of each calendar month as finalized in the 2024 Adopting Release, we are proposing to require

registered funds to file reports on a monthly basis due within 45 days after the end of the month

to which they relate. As a result, the proposed approach would provide registered funds with

more time to gather and verify the information required to be filed on Form N-PORT and to

submit the filing.

106

See Agarwal et al., supra note 103.

107

See Todd A. Gormley, et al., More Informative Disclosures, Less Informative Prices? Portfolio and Price

Formation Around Quarter-Ends, 146 J. OF FIN. ECON. 665 (2022).

108

See Jalal Sani, et al., Spillover Effects of Mandatory Portfolio Disclosures on Corporate Investment, 76 J.

OF ACCT. & ECON. 101641 (2023).

109

See supra note 11.

The primary benefit of the revised 45-day filing deadline would be to reduce the costs

that funds might otherwise incur in gathering, verifying, and ultimately filing Form N-PORT on

a monthly basis under the 2024 amendments. The associated cost savings may be passed on to

fund investors. While funds will still incur costs associated with gathering and reviewing Form

N-PORT information, the additional 15 days they have to do so might reduce, for example, the

number of personnel some funds require. Similarly, while funds will still incur costs associated

with data validation and data tagging, third-party service provider fees, personnel costs, and

internal costs associated with developing and maintaining systems, processes, and procedures to

file form N-PORT on a monthly basis, 110 the additional 15 days may reduce the number of

personnel required to file Form N-PORT each month for some funds. The 45-day filing deadline

would also reduce any potential costs associated with increased errors and resubmissions under a

30-day filing deadline. 111 The 2024 Adopting Release also stated that some registered funds,

such as those belonging to smaller fund groups that may not experience economies of scale, may

experience higher costs associated with a 30-day filing deadline. Consistent with this analysis,

we would expect that cost reductions associated with the proposed 45-day filing deadline to

particularly benefit such funds. Finally, during staff outreach following the 2024 Adopting

Release, industry participants have indicated that registered funds with more complex strategies

and certain types of closed-end funds, such as those that only strike net asset values once per

month, may not receive certain data until shortly before the 30-day deadline, increasing the

potential for errors and resubmissions and potentially causing some registered fund industry

110

See 2024 Adopting Release, supra note 1, at nn. 204-206 and accompanying text for a more detailed

discussion of these effects.

111

See id. at nn. 221-223 and accompanying text. See also ICI Letter at note 23.

participants to hire additional personnel to manage the condensed timeframe. 112 The 45-day

filing deadline would mitigate these costs for such funds.

The proposed 45-day filing deadline would delay the Commission’s receipt of monthly

Form N-PORT filings by 15 days. As discussed in the 2024 Adopting Release, the timely receipt

of Form N-PORT information allows the Commission to conduct targeted and timely monitoring

efforts, to accurately analyze risks and trends, and to assess the breadth and magnitude of

potential impacts of market events and stress affecting particular issuers, asset classes,

counterparties, or market participants. 113 Therefore, the benefits associated with timely

Commission oversight, such as reduced investor harm or market disruptions, may decrease as a

result of the 15-day delay. However, the Commission would still have more timely access to

registered fund information than it does under the quarterly filing requirements that are currently

in effect.

2. Publication Frequency

We are proposing to require public disclosure of registered funds’ portfolio holdings for

the third month of each fiscal quarter with a 60-day delay. While the proposal would reduce the

amount of information available to investors about registered fund holdings relative to the

monthly portfolio disclosure required by the 2024 amendments, it would also reduce the risk that

a fund’s proprietary investment strategy or trading intentions are inferred by external parties.

The primary benefits of the proposed decrease in

This text is long and has been trimmed here. Open the source document for the complete record.

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.