The SEC Proposes Amendments to N-PORT Filings, Including Removing Names Rule Reporting, and Issues New FAQs for Names Rule

At a Glance

• The Securities and Exchange Commission is proposing amendments to reduce burdens in reporting fund information on Form N-PORT, including eliminating the Names Rule reporting requirements, and, in the meantime, has delayed existing Names Rule reporting requirements set to come due later in 2026.
• The new Names Rule FAQs clarify that:
  • A fund may count as qualifying assets, for purposes of its 80% investment policy, the value of cash and cash equivalents covering its unfunded commitments.
  • A fund with the terms “merger” or “merger arbitrage” in its name does not need to adopt an 80% investment policy.
  • A fund with the terms “growth” or “value” in its name may not need to adopt an 80% investment policy if paired with terms that modify its meaning.
  • A 60-day notice is not required for nonmaterial changes made to an existing nonfundamental 80% investment policy or when a fund amends its policy to make it more stringent.

On February 18, 2026, the Securities and Exchange Commission (SEC) announced proposed amendments (Proposing Release) to Form N-PORT that will ease reporting burdens for funds, provide an additional 15 days to make the monthly filings, and reduce publication of the reports from monthly to quarterly. Most significantly, the SEC has proposed removing N-PORT reporting requirements specifically related to amended Rule 35d-1 of the Investment Company Act of 1940 (Names Rule). In addition, the SEC has delayed the compliance date for existing Names Rule reporting requirements set to come due later this year. Form N-PORT was last amended in 2024, and the changes are proposed in consideration of developments since then.

On the same day, the staff of the SEC’s Division of Investment Management (Staff) published four new FAQs regarding the Names Rule, further outlined below.

Proposed Amendments to Form N-PORT

First, the SEC proposes to give funds an additional 15 days (from 30 to 45 days) to file the form after the end of each month. This extension will help funds to report the most accurate information and reduce the potential for resubmissions.

Second, the SEC proposes that the form be published quarterly rather than monthly. In reducing the frequency of public reporting, the SEC hopes to reduce the risks of more frequent public disclosure, such as external parties using information in a way that may increase costs for the fund and its shareholders.

Lastly, the SEC proposes to remove N-PORT reporting requirements under the Names Rule, streamline or eliminate certain other reporting items, and add other separate requirements for exchange-traded funds (ETFs) share classes.

Under the existing N-PORT requirements, funds that are required to adopt an 80% investment policy in accordance with the Names Rule are required to report on Form N-PORT: (1) the definitions of terms used in the fund’s name, (2) the value of the fund’s 80% basket, as a percentage of the value of the fund’s assets, and (3) whether each investment in the fund’s portfolio is in the fund’s 80% basket. While the SEC considers whether to remove the requirement entirely, funds have been granted an extension to comply with the existing Names Rule reporting requirements until November 17, 2027 (for fund families with more than $10 billion) and May 18, 2028 (for all other fund families).

Additionally, the proposal reduces and streamlines certain N-PORT reporting requirements relating to portfolio-level risk metrics and return information and proposes to eliminate, in addition to the Names Rule reporting information, certain information related to the payoff profile for non-derivatives, convertible securities information, and multiple liquidity classifications. The proposal also requires ETF share class reporting of certain items, including net asset and flow information as well as class ticker information.

Analysis

The proposed amendments to Form N-PORT are welcomed by the industry as they will reduce the reporting burdens on funds. The Proposing Release notes that in conversations with SEC staff, funds raised concerns that the Names Rule reporting requirements are more burdensome than anticipated and may have unintended effects, including providing insight into otherwise proprietary criteria used to select investments.

It is important to note that the proposal relates only to N-PORT reporting, and a fund subject to the Names Rule still needs to maintain records documenting whether an investment is included in its 80% basket and, if so, the basis for including that investment in the 80% basket, as required under the Names Rule.

New Names Rule FAQs

Unfunded Commitments

A fund may count as qualifying assets, for purposes of its 80% investment policy, the value of any cash or cash equivalents that cover unfunded commitments to invest equity in private funds or special purpose vehicles (SPVs) that own private assets that are included in the 80% investment policy. Should a fund take this approach, it should include explanatory disclosure in its registration statement. Notably, the Staff did not indicate that all unfunded commitments can be counted, only cash and cash equivalents used to cover such unfunded commitments. This FAQ provides helpful clarity, particularly for retail alternative funds that typically invest in private funds.

“Merger” or “Merger Arbitrage”

A fund’s name that includes the term “merger” or “merger arbitrage” does not need to adopt an 80% investment policy. The Staff reasoned that these specific terms suggest an investment technique or portfolio-wide result to be achieved, which do not require an 80% investment policy, and not the characteristics of the actual investments that make up the fund’s portfolio.

“Growth” or “Value”

Generally, a fund with a name that includes the term “growth” or “value” indicates that the fund focuses on investments that exhibit growth or value — the characteristics of the individual investments — and thus would require an 80% investment policy. Certain pairings of these terms, however, may communicate something different about the portfolio and obviate the need for an 80% investment policy. For instance, where “growth” or “value” are combined with a modifying term that clearly indicates growth or value are not the primary focus of the portfolio, then an 80% investment policy is not needed. In addition, where “growth” and “income” are used together, the name of the fund suggests that the fund wants to achieve a portfolio-wide result of growth of capital and current income, and an 80% investment policy is not needed.

60-Day Notice Requirement

If a fund makes nonmaterial changes to an existing nonfundamental 80% investment policy solely to comply with the Names Rule or amends the policy to make it more stringent, the fund does not need to provide 60-day notice to shareholders. The SEC reasons that nonmaterial changes do not implicate the concerns underlying the 60-day notice requirement, which is to ensure that shareholders who purchase shares of a fund based on that fund’s name will have sufficient time to decide whether to redeem their shares should the fund decide to pursue a different investment policy.

More Information

The Staff noted that they may issue additional FAQs from time to time to address any additional interpretive questions. The Proposing Release can be found here. The Names Rule FAQs can be found here.