SEC Updates Forms N-PORT and N-CEN

On August 27th, 2024, the SEC adopted new Form N-PORT and Form N-CEN fund liquidity reporting requirements for registered investment companies. In addition to the two new reporting requirements, the SEC also provided guidance to open-end funds on their liquidity risk management programs.
The adopted rule is fundamentally different than the rule the SEC proposed in November 2022, which would also have required open-end funds to (1) utilize swing pricing for the adjustment of net asset values on per- share basis; (2) institute a daily “hard close” cutoff for fund subscriptions and redemptions; (3) and maintain 10% of fund assets in investments classified as highly liquid.

Implementation Date: November 17, 2025 (May 18, 2026 for funds with less than $1 billion in net assets)
Covered Products:
- The N-PORT requirements apply to all open and closed-end registered funds, including Interval Funds and Tender-Offer Funds.
- Business Development Companies (“BDCs”),which are generally not required to submit reports to Form N-PORT, are not impacted by the new reporting requirements.
- The N-CEN reporting requirements and the liquidity risk management guidance apply to open-end funds subject to Rule 22e-4 (“the Liquidity Rule”).
Key Requirements:
- Monthly Filings–Open-end funds, exchange-traded funds organized as unit investment trusts and registered closed-end funds, will be required to submit N-PORT holding reports monthly as opposed to quarterly. Data from the Form will become publicly available 60 days after month end.
- Liquidity Service Provider Reporting–Open-end funds subject to the Liquidity Rule will be required to report information about liquidity service providers on Form N-CEN. Like the N- PORT information, the N-CEN annual information will be publicly available.
Open-End Fund Liquidity Risk Management: The release provided guidance on (1) the frequency of classifying the liquidity of fund investments; (2) the meaning of “cash” in the liquidity rule; and (3) guidelines for determining and reviewing highly liquid investment minimums.

Still no guidance on swing pricing, hard close and HLM: The newly adopted rules did not contain rules for swing-pricing, “hard-close,” and highly liquid investment minimums (“HLIM”) for open-end investment funds in the adopted rule. The 10% HLIM threshold would likely have been very impactful, making certain popular mutual fund strategies, like bank loan funds, unfeasible in a mutual fund structure. Given the structure of the adopted rule, “hard closes” and HLIM thresholds for registered open-end investment funds are now likely off the table.
Expedited reporting timeline but it could have been worse: While the new N-PORT reporting requirements will be more frequent, the SEC opted not to adopt some of the more onerous Regulation S-X requirements associated with the filing. Even with that relief, however, the expedited timeline will require an allocation of internal compliance, operational and technology resources to meet the November 2025 deadline.