On May 20, 2015, the Securities and Exchange Commission (SEC) proposed rules meant to modernize and enhance reporting by registered investment companies. The proposed rules1 include four principal reforms for registered investment companies:
- New Form N-PORT under the Investment Company Act of 1940, as amended (1940 Act) (replacing current Form N-Q)
- New Form N-CEN under the 1940 Act (replacing current Form N-SAR)
- New Rule 30e-3 under the 1940 Act
- Amendments to Regulation S-X and other rules and forms under the 1940 Act
The SEC proposed to create a new form, Form N-PORT, which would require most registered investment companies (other than money market funds) to report information about their monthly portfolio holdings to the SEC in a structured data format (XML). Form N-PORT would require detailed information on an investment company’s investments, including securities pricing, securities lending positions, repurchase agreements, and options and other derivatives (including disclosure regarding counterparties, underlying positions and notional amounts). It also would require investment companies to disclose portfolio-level and position-level risk measures so that both theSEC and investors can better understand an investment company’s exposure to potential changes in market conditions.
The information required to be disclosed on Form N-PORT would be filed monthly as of the end of each month and be available to the public quarterly,2 60 days after the end of the calendar quarter. The current Form N-Q, which requiresfunds to report certain portfolio holdings for their first and third fiscal quarters, would be eliminated to avoid duplication.
The SEC also proposed to create another new form, Form N-CEN, which would require registered investment companies, other than face amount certificate companies, to annually report certain census-type information to the SEC in XML format. Form N-CEN would replace the current Form N-SAR and would be filed annually within 60 days of the investment company’s fiscal year end (rather than semi-annually like Form N-SAR).
The SEC’s proposed new Rule 30e-3 would permit, but not require, registered investment companies to transmit shareholder reports and quarterly portfolioholdings to their shareholders by making the reports accessible on a website unless shareholders specifically opt for paper copies. Under the current rules, investment companies can only deliver electronicreports to investors who have affirmatively requested electronic delivery.
Amendments to Regulation S-X
The SEC proposed changes to Regulation S-X that would require a standardized, enhanced disclosure about derivatives in an investment company’s financial statements. The enhanced disclosure would be in a standardized schedule containing detailedinformation about derivatives investments, similar to the information about derivatives that would be required to be reported in Form N-PORT. In addition, the proposed changes would require information in the notes to the financial statements relating to an investment company’s securities lending activities.