Registration statement for closed-end management investment companies (PDF)

The U.S. Securities and Exchange Commission (SEC) has published Form N-2 – Registration statement for closed-end management investment companies which will be valid through July 31, 2026 unless otherwise modified before, following the approval of the Office of Management and Budget (OMB) of a corresponding extension.
The statement has to be filed with the SEC by closed-end investment companies for registering securities offerings under the Investment Company Act of 1940. It includes three key sections, namely the prospectus of the fund as it has to be delivered to prospective investors, the statement of additional information (SAI) which must be furnished to investors upon request, and a section pertaining to „other information“ including organizational structure information and information as regards marketing arrangements of the funds, financial statements, etc.
Among others, the Form N-2 contains
– a brief overview of the investment company, its investment objectives, strategies, and other essential information;
– disclosure of principal risks involved in investing in the fund, helping investors understand potential risks associated with the investment;
– information as to the use of proceeds;
– a breakdown of the fees and expenses investors may be charged, including management fees, administrative fees, and other costs;
– information about the number and types of shares the investment company is authorized to issue; or
– details about the investment company’s management team, directors, and their backgrounds.
Other elements are audited financial statements, including the balance sheet, income statement, and cash flow statement and disclosures about potential conflicts of interest.
The Form also contains detailed filing instructions.