Newsflash: US SEC Approves Proposals to Modernize Reporting Requirements for Registered Investment Companies and Registered Investment Advisers

The U.S. Securities and Exchange Commission (SEC) today unanimously approved proposals (Proposals) to modernize the reporting of information provided by registered investment companies (funds) and registered investment advisers (advisers). Guided by the recent implementation of enhanced data reporting requirements for money market funds that make filings on Form N-MFP and for private funds that make filings on Form PF, the Proposals are designed to improve the quality and type of information that all funds and advisers provide to the SEC and investors. Among other things, certain new reporting requirements would be provided in a “structured data format,” which would allow the SEC to efficiently analyze the data to respond to market, fund-specific or adviser-specific events. As SEC Chair Mary Jo White stated at the open meeting at which the Proposals were approved, the Proposals would allow the SEC to have “more and better information to monitor risks in the asset management industry.” 

The Proposals have not been published. The information below is a summary based on statements at the open meeting. 

Proposals Relating to Funds 

New Form N-PORT 

The SEC proposed to adopt a new form, Form N-PORT, which would require all funds (except those that operate as money market funds) to provide portfolio information relating to all of their holdings. Form N-PORT would be filed monthly with the SEC and would require funds to provide portfolio-wide and position-level holdings information. The proposed new form would require that a fund include, among other things, month-end information in a structured data format relating to: 

(i) pricing data of portfolio securities; 

(ii) repurchase agreements, securities lending activities and counterparty exposures; 

(iii) terms of derivatives contracts (e.g., counterparties, reference instruments, etc.); 

(iv) the fund’s portfolio, including, for fixed-income funds, measurements of duration; and 

(v) certain portfolio-wide and position-level risk metrics. 

Although a fund would file Form N-PORT with the SEC monthly, only information contained on Form N-PORT for the last month of the fund’s fiscal quarter would be made publicly available, on a 60-day delay. Under the Proposals, the SEC would rescind Form N-Q, the form on which funds currently report their quarterly portfolio holdings for their first and third fiscal quarters. 

Amendments to Regulation S-X Relating to Financial Statement Reporting 

The Proposals would amend Regulation S-X to require standardized schedules for reporting derivatives holdings in financial statements, similar to the information provided on Form N-PORT. The Proposals also would enhance the prominence of derivatives-related disclosures in a fund’s financial statements. In addition, the Proposals would require funds to identify illiquid securities and securities on loan in their schedules of investments. 

New Form N-CEN to Annually Report Census Information 

Under the Proposals, the SEC would rescind Form N-SAR and replace it with Form N-CEN. Form N-CEN would be filed annually within 60 days of a fund’s fiscal year-end, rather than semi-annually as Form N-SAR is currently filed. Form N-CEN would include census data similar to N-SAR but in a structured data format. Among other things, Form N-CEN would require all funds to provide information regarding service providers and new disclosures relating to matters submitted to shareholders, as well as securities lending information. Under the Proposals, exchange-traded funds and exchange-traded managed funds would be required to report certain information relating to authorized participants and creation units. 

New Rule 30e-3 to Allow Funds to Provide Website Disclosure of Shareholder Reports in lieu of Mailing 

Currently, funds are required to print and mail their shareholder reports. The SEC proposed new Rule 30e-3, which would permit, but not require, funds to provide shareholder reports on their websites in lieu of mailing these report to shareholders, unless a shareholder requests to receive the reports by mail. Under the Proposals, funds would be required to send notices on a regular basis to investors regarding the change to electronic delivery and online availability of shareholder reports. 

Proposals Relating to Advisers 

Form ADV Amendments 

The Proposals would amend Form ADV to require advisers to provide additional information regarding the accounts they manage. In particular, the amendments to Form ADV would: 

(i) require aggregate information relating to assets held and the use of borrowings and derivatives in separately managed accounts; 

(ii) permit “umbrella registration” filing arrangements for certain affiliated advisers, which is consistent with relief that the SEC staff previously has provided to advisers;¹ and 

(iii) provide additional information regarding an adviser’s advisory business, branch office operations and use of social media. 

Amendments to Rule 204-2 Relating to Performance Information 

The Proposals would amend Rule 204-2 under the Investment Advisers Act of 1940, as amended (Advisers Act), to require advisers to maintain records of the calculation of performance information that is distributed to any person. Currently, the Advisers Act only requires an adviser to maintain performance information that is distributed to 10 or more persons. In addition, amended Rule 204-2 would require advisers to maintain communications related to performance or rate of return of accounts, as well as securities recommendations. 

Comment Period 

The comment period for the Proposals will be 60 days after publication in the Federal Register. 

Conclusion 

The Proposals begin a new phase of enhanced reporting by funds and advisers in connection the SEC’s efforts to improve the quality and type of information provided to investors and the SEC. An upcoming Dechert OnPoint will provide more analysis of the Proposals, as well as potential issues for funds and advisers. 

Footnotes 

_{1) American Bar Association, Business Law Section, SEC No-Action Letter (Jan. 18, 2012) at Question 4.}