SEC Drops Swing Pricing, Adopts Amendments to Form N-PORT and N-CEN and Issues Guidance on Open-End Fund Liquidity Risk Management Programs

Who may be interested: Registered Investment Companies; Boards of Directors; Investment Advisers; Compliance Officers; Fund Administrators

Quick Take: In its August 28, 2024, open meeting, the SEC amended fund reporting requirements on Form N-PORT and Form N-CEN, making more of the reports public, and issued guidance on open-end fund liquidity risk management programs. Although the proposal initially covered swing pricing as well, the SEC declined to act on its swing pricing proposals.

Amendments to Form N-PORT

Form N-PORT provides a range of information about a fund and its portfolio holdings, including valuation and risk information as well as information about flows and securities lending. Under the amendments, funds will be required to file Form N-PORT on a monthly basis, within 30 days after the end of the month to which the report relates. Currently, funds file their monthly reports on Form N-PORT with the SEC on a quarterly basis, no later than 60 days after the end of a fiscal quarter. The amendments apply to all funds required to report on the form (i.e., most registered open-end and closed-end funds and exchange-traded funds organized as UITs).

Further, as amended, funds’ monthly reports on Form N-PORT will become publicly available 60 days after the end of the month to which the report relates. Currently, only the report for the third month of every quarter is made publicly available after filing. The SEC also adopted amendments to certain existing Form N-PORT items to account for the amendments making monthly Form N-PORT information available to the public.

Amendments to Form N-CEN

The SEC also amended Form N-CEN to require funds that are subject to Rule 22e-4 under the Investment Company Act (the “Liquidity Rule”) to identify and provide certain information about those service providers used by the fund to fulfill the liquidity risk management program requirements of the Liquidity Rule.

Funds will be required to:

1. name each liquidity service provider;
2. provide identifying information, including the legal entity identifier, if available, and location, for each liquidity service provider;
3. disclose whether the liquidity service provider is affiliated with the fund or its investment adviser;
4. identify the asset classes for which that liquidity service provider provided classifications; and
5. indicate whether the service provider was hired or terminated during the reporting period.

Guidance on Open-End Fund Liquidity Risk Management Program Requirements

The SEC also published guidance for funds subject to the Liquidity Rule to address questions raised through outreach and monitoring. The SEC’s guidance addressed issues concerning intra-month reviews of liquidity, based on market, trading and investment-specific considerations. The SEC also clarified, among other things, that cash means US dollars, and that funds should consider time frames for converting foreign currencies to US dollars in applying their liquidity risk management programs and provided detailed suggestions for international funds. The SEC also provided specific guidance on the determination and review of highly liquid investment minimums, especially for funds that are on the “lower end” of the liquidity spectrum, and emphasized the fund’s obligation to keep boards informed.

Funds generally will be required to comply with the amendments to Forms N-PORT and N-CEN for reports filed on or after the effective date of November 17, 2025, except that fund groups with net assets of less than $1 billion will have until May 18, 2026 to comply with the Form N-PORT amendments.

The SEC’s adopting release can be found here.