Supporting Statement_Form N-CEN

OMB CONTROL NUMBER: 3235-0729
SUPPORTING STATEMENT
For the Paperwork Reduction Act Information Collection Submission for
Form N-CEN
A. JUSTIFICATION
1. Necessity of Information Collection
All registered investment companies with the exception of face amount certificate
companies are required to file periodic reports with the Commission under the
Investment Company Act of 1940 (“Investment Company Act”). 1 Section 30(a) of
the Investment Company Act 2 provides that each registered investment company
must file annually with the Commission such information, documents and reports as
investment companies having securities registered on a national securities exchange
are required to file annually under the Securities Exchange Act of 1934 (“Exchange
Act”). 3 In addition, section 30(b) of the Investment Company Act requires each
registered investment company to file, among other things, “such information,
documents, and reports (other than financial statements), as the Commission may
require to keep reasonably current the information and documents contained in the
registration statement of such company.” 4
Form N-CEN is used to collect annual, census-type information for registered
funds. Filers must submit this report electronically using the Commission’s electronic
filing system “(EDGAR”) in Extensible Markup Language (“XML”) format. This

1

15 U.S.C. 80a-1 et seq.

2

15 U.S.C. 80a-29(a).

3

15 U.S.C. 78a et seq.

4

15 U.S.C. 80a-29(b).

collection of information is mandatory for all registered funds, and responses are not
kept confidential.
In August 2024, the Commission adopted amendments to Form N-CEN to
require funds that are subject to the liquidity rule to identify and provide certain
information about the service providers that the fund uses to fulfill the requirements
of that rule. 5 The Commission also adopted amendments to separate the concepts of
legal entity identifiers (“LEIs”) and RSSD IDs.
2. Purpose and Use of the Information Collection
The purpose of Form N-CEN is to satisfy the filing and disclosure requirements
of section 30 of the Investment Company Act, and of rule 30a-1 thereunder. The
information required to be filed with the Commission assures the public availability
of the information and is designed to facilitate the Commission’s oversight of
registered funds and its ability to monitor trends and risks.
3. Consideration Given to Information Technology
The Commission’s electronic filing system (Electronic Data Gathering, Analysis,
and Retrieval or “EDGAR”) provides for automated filing, processing, and
dissemination of full disclosure filings. This automation has increased the speed,
accuracy, and availability of information, generating benefits to investors and
financial markets. Reports on Form N-CEN are required to be filed with the
Commission electronically on EDGAR in a structured (XML) format which permits

5

See Form N-PORT and Form N-CEN Reporting; Guidance on Open-End Fund Liquidity
Risk, Investment Company Act Release No. 35308 (Aug. 28, 2024) [89 FR 73764 (Sept. 11,
2024)] (“2024 Release”).

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the electronic analysis of the data in a single filing and comparisons over time or
across similar investment companies.
4. Duplication
The Commission periodically evaluates rule-based reporting and recordkeeping
requirements for duplication and reevaluates them whenever it proposes a rule or a
form or a change in a rule or form. The information provided under reports on
Form N-CEN, including information required by the amendments in the 2024
Release, either is not duplicated elsewhere at all or is not duplicated in a format that
permits the electronic analysis of the data in a single filing or in comparison over
time or across similar investment companies. Any information solicited by
Form N-CEN that may be duplicated in other documents filed with the Commission,
such as in a fund’s registration statement, is in narrative format so that it can be read
and understood by investors to help inform their investment decisions. In contrast,
the Commission is not able to analyze narrative information electronically on a
regular basis, using database or spreadsheet applications. The XML format of Form
N-CEN information allows information to be more efficiently and effectively
validated, aggregated, compared, and analyzed through automated means.
5. Effect on Small Entities
The Commission reviews all rules periodically, as required by the Regulatory
Flexibility Act, 6 to identify methods to minimize recordkeeping or reporting
requirements affecting small businesses. Form N-CEN must be filed by all registered
investment companies other than face amount certificate companies, regardless of
6

5 U.S.C. 601 et seq.

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size. The burden on smaller investment companies, however, to prepare reports on
Form N-CEN may be greater than for larger investment companies. The
Commission believes, however, that imposing different requirements on smaller
investment companies would not be consistent with investor protection and the
purposes of section 30 of the Investment Company Act.
6. Consequences of Not Conducting Collection
The Commission requires the filing of Form N-CEN annually for all registered
investment companies so that it will have current information available for use in
performing inspections, selectively reviewing registration documents, and conducting
studies and other types of analyses necessary to keep the Commission’s regulatory
program for investment companies current with industry conditions. Less frequent
collection would mean that current information may not be available to investors
and may potentially decrease investor confidence in the full and fair disclosure
system that is the hallmark of the U.S. capital markets.
7. Inconsistencies with Guidelines In 5 CFR 1320.5(d)(2)
This collection is not inconsistent with 5 CFR 1320.5(d)(2).
8. Consultation Outside the Agency
On November 2, 2022, the Commission issued a proposing release soliciting
comment on collections of information related to, among other things, the proposed
amendments to Form N-CEN. 7 Before adopting these amendments, the Commission
received and evaluated public comments on the proposed amendments and their
7

See Open-End Fund Liquidity Risk Management Programs and Swing Pricing; Form N-PORT,
Investment Company Act Release No. 34746 (Nov. 2, 2022) [87 FR 77172 (Dec. 16, 2022)] (the
“Proposing Release”).

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associated collection of information requirements. The Commission’s solicitation of
public comments included estimating and requesting public comments on updated
burden estimates for all information collections under this OMB control number
(i.e., both changes associated with the rulemaking and other burden updates). All
comments received on the proposal are available at
https://www.sec.gov/comments/s7-26-22/s72622.htm. The Commission
considered all comments received prior to publishing the final rules as required by 5
CFR 1320.11(f).
In addition, the Commission and the staff of the Division of Investment
Management participate in an ongoing dialogue with representatives of the
investment company industry through public conferences, meetings, and informal
exchanges. These various forums provide the Commission and staff with a means of
ascertaining and acting upon paperwork burdens confronting the industry.
The Commission received one comment suggesting that the PRA estimates for
the proposed amendments, including those unrelated to the proposed reporting
requirements, were too low. 8 However, the context of the letter does not suggest that
the commenter was referring to the Form N-CEN amendments, as the commenter
did not discuss that aspect of the proposal. We did not receive any comments specific
to the proposed PRA estimates for the Form N-CEN amendments. We also did not

8

See Comment Letter of Calamos Investments LLC (Feb. 14, 2023) (stating that the proposal
significantly underestimated the time and costs involved in implementing the proposed
amendments, and providing an example related to the proposed swing pricing requirement,
which we are not adopting). This commenter did not expressly state that the proposal
underestimated the time and costs involved in implementing the proposed Form N-CEN
reporting requirements that the Commission adopted.

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receive any comments discussing the potential costs or burdens of the amendments
to Form N-CEN.
9. Payment or Gift
No payment or gift to respondents was provided.
10. Confidentiality
No assurance of confidentiality was provided.
11. Sensitive Questions
No information of a sensitive nature, including social security numbers, will be
required under this collection of information. The information collection collects
basic Personally Identifiable Information (PII) that may include name, job title, and
work address. However, the agency has determined that the information collection
does not constitute a system of record for purposes of the Privacy Act. Information is
not retrieved by a personal identifier. In accordance with section 208 of the
E-Government Act of 2002, the agency has conducted a Privacy Impact Assessment
(PIA) of the EDGAR system in connection with this collection of information. The
EDGAR PIA, published on March 22, 2023, is provided as a supplemental
document and is also available at https://www.sec.gov/privacy.
12. Burden of Information Collection
The following estimates of average burden hours and costs are made solely for
purposes of the Paperwork Reduction Act of 1995 9 and are not derived from a
comprehensive, or even representative, survey or study of the cost of Commission

9

44 U.S.C. 3501 et seq.

6

rules and forms. Compliance with Form N-CEN is mandatory. Responses to the
collection of information will not be kept confidential.
We are revising our total burden estimates to reflect the adopted amendments to
Form N-CEN, as discussed above. Form N-CEN is a structured form that requires
registered funds to provide census-type information to the Commission on an annual
basis. We estimate that there are 2,749 registrants required to file on Form N-CEN. 10
The final collections of information are mandatory. Responses are not kept
confidential. The purpose of Form N-CEN is to satisfy the filing and disclosure
requirements of section 30 of the Investment Company Act, and of 17 CFR 270.30a1 (rule 30a-1) thereunder. The amendments are designed to facilitate the
Commission’s oversight of registered funds and its ability to assess trends and risks.
In our most recent PRA submission for Form N-CEN, we estimated the annual
aggregate compliance burden to comply with the current collection of information
requirements in Form N-CEN is 59,490 burden hours with an internal cost burden of
$24,152,940 and an external cost burden estimate of $605,520. 11
The below table summarizes our initial and ongoing annual burden estimates
associated with the amendments to Form N-CEN.

10

This estimate, which is as of Dec. 31, 2023, is based on Form N-CEN filings.

11

The most recent Form N-CEN PRA submission was approved in 2024 (OMB Control No.
3235-0729). The estimates in the Proposing Release were based on earlier approved estimates
(54,890 hours and $1,344,981 external cost burden), and these earlier approved estimates are
reflected in the “Proposed Estimates” section of the below table.

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TABLE 1: FORM N-CEN PRA ESTIMATES
Initial internal
burden hours

Internal annual
burden hours1

Wage
rate2

Internal time
costs

Annual external cost
burden

PROPOSED ESTIMATES3
Liquidity Service
Provider Reporting

1.5 hours

1 hour

$381

$381

Number of registrants

x 2,754
registrants

x 2,754
registrants

Subtotal: Liquidity
Service Provider
Reporting

2,754 hours

$1,049,274

Removal of Swing
Pricing Reporting
[not adopted]

(0.5) hours

Number of funds

x 9,854 funds

x 9,854 funds

Subtotal: Removal of
Swing Pricing
Reporting

(4,927 hours)

($1,729,377)

Total new annual
burden

(2,173 hours)

($680,103)

x

$351

$(175.5)

Total Estimated Burdens, Including Proposed Amendments
Current burden
estimates

54,890 hours

$1,344,981

Revised burden
estimates

52,718 hours

$1,344,981

FINAL ESTIMATES
Liquidity Service
Provider Reporting

1.5 hours

1 hour4

$4205

$420

Number of registrants

x 2,749
registrants

x 2,749 registrants

Subtotal: Liquidity
Service Provider
Reporting

2,749 hours

$1,154,580

Total Estimated Burdens, Including Final Amendments
Current burden
estimates

59,490 hours

$605,520

Revised burden
estimates

62.239 hours

$605,520

Notes:
1. Includes initial burden estimates annualized over a 3-year period.
2. The Commission’s estimates of the relevant wage rates are based on the salary information for the securities industry
compiled by Securities Industry and Financial Markets Association’s Office Salaries in the Securities Industry 2013, as modified
by Commission staff (“SIFMA Wage Report”). The estimated figures are modified by firm size, employee benefits, overhead,
and adjusted to account for the effects of inflation.

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3. For additional detail about the proposed estimates, see Proposing Release at section IV.D.
4. Reflects an initial burden of 1.5 hours, annualized over a 3-year period, with an estimated ongoing annual burden of 0.5
hours.
5. The $420 wage rate reflects current estimates of the blended hourly rate for a senior programmer ($399) and a compliance
attorney ($440).

TABLE 1: CHANGE IN BURDEN ESTIMATES
Annual Number of Responses

Annual Time Burden (hours)

Cost Burden (dollars)

Previously
Approved

Revised
Estimate

Change

Previously
Approved

Revised
Estimate

Change

Previously
Approved

Revised
Estimate

Change

3,305

2,749

-556

59,490

62,239

+2,749

$605,520

$605,520

0

Form
NCEN

13. Cost to Respondents
We estimate, with respect to the filing of a report on Form N-CEN, an external
cost of $40 per registrant/fund. 12 External costs include the cost of goods and
services, which with respect to reports on Form N-CEN, would include the costs of
registering and maintaining an LEI for the registrant/funds. 13 We estimate that in the
aggregate all applicable funds will incur external annual costs of $605,520. The
amendments to Form N-CEN in the 2024 Release did not affect the external costs of
Form N-CEN reporting.

12

As of 2024 the annual cost of maintaining a legal entity identifier(“LEI”) was approximately
$40. See Bloomberg LEI, Frequently Asked Questions, available at
https://lei.bloomberg.com/docs/faq#what-fees-are-involved. The Commission has further
estimated the one-time burden associated with obtaining an LEI is one hour, with ongoing
administration of an LEI corresponding to one hour per year.

13

See Items B.1.d. and C.1.c. of Form N-CEN (requiring LEI for the registrant and each
management investment company).

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14. Costs to Federal Government
We previously estimated that the annual cost of reviewing and processing new
registration statements, post-effective amendments, proxy statements, and
shareholder reports of investment companies amounted to approximately $33 million
in fiscal year 2023, based on the Commission’s computation of the value of staff time
devoted to this activity and related overhead. We estimate that the amendments to
Form N-CEN will not impose additional costs to the federal government associated
with this collection of information.
15. Changes in Burden
As summarized in Table 2 above, the estimated annual burden hours for
Form N-CEN has increased from 59,490 to 62,239 hours (an increase of 2,749
hours). This is due to updates to Form N-CEN. We do not estimate any changes in
the estimated aggregate external costs of $605,520. These changes in burden also
reflect the Commission’s revision and update of burden estimates for all information
collections under this OMB control number (whether or not associated with
rulemaking changes), and the Commission requested public comment on all
information collection burden estimates for this OMB control number.
16. Information Collection Planned for Statistical Purposes
The results of any information collected will not be published.
17. Approval to Omit OMB Expiration Date
We request authorization to omit the expiration date on the electronic version of
the form for design and IT project scheduling reasons. The OMB control number will
be displayed.

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18. Exceptions to Certification for Paperwork Reduction Act Submissions
The Commission is not seeking an exception to the certification statement.
B.

COLLECTION OF INFORMATION EMPLOYING STATISTICAL
METHODS

The collection of information will not employ statistical methods.

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