Clifford Chance

SEC Votes to Expand Form N-PORT and Form N-CEN Reporting Requirements

September 5, 2024

On August 28, 2024, in a 3-to-2 vote, the US Securities and Exchange Commission (the "SEC" or the "Commission") adopted amendments to Form N-PORT ("Amended Form N-PORT") and Form N-CEN ("Amended Form N-CEN" and, together with Amended Form N-PORT, the "Amendments") under the Investment Company Act of 1940 (the "Investment Company Act") and provided guidance related to open-end fund liquidity risk management program requirements (the "Guidance"). According to the SEC, the amendments are designed to provide the Commission and the public with timelier information about a large segment of registered investment companies' ("funds") portfolio investments and, in turn, improve transparency and facilitate better monitoring of these funds by, among other things, requiring funds to file Form N-PORT reports on a monthly basis, within 30 days after the end of each month. The Amendments are likely to result in increased compliance costs and oversight. The Guidance issued in the adopting release relates to the frequency of classifying the liquidity of investments, the meaning of "cash" for purposes of Rule 22e-4 under the Investment Company Act ("Rule 22e-4"), and the designation of highly liquid investment minimums.

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