The Securities and Exchange Commission (SEC) requires mutual funds—and similar investment companies—to submit various filings throughout each year. Whether you’re a trustee on a fund board, a newcomer to the fund world, an adviser trying to keep track of new types of filings, or just someone looking for a quick refresh, the following provides a handy reference guide to the acronym maze of common SEC filings. We suggest bookmarking this guide for future use.
- What – Used to file an open-end fund’s registration statement. The registration statement includes the fund’s prospectus and statement of additional information (SAI).
- When – Must be filed with the SEC before a fund may commence operations and sell shares. Once operational, a fund must file an annual update to its registration statement no later than 120 days after the fiscal year end of the fund.
- Also known as – Has many industry aliases and may colloquially be referred to as a fund’s “registration statement,” “Rule 485 filing,” “annual update,” or “prospectus.”
- What – Used to file a closed-end fund’s registration statement.
- When – Must be filed with the SEC before a closed-end fund may commence operations and sell shares. However, unlike Form N-1A, there is no general requirement that a closed-end fund update its registration statement on an annual basis.
- What – Used to file a fund’s annual and semi-annual shareholder reports with the SEC.
- When – Must be filed no later than 70 days after the close of the reporting period of the shareholder report.
- What – Used to report information about a fund’s monthly portfolio holdings and certain risk metrics to the SEC.
- When – Must be filed no later than 60 days after the end of each fiscal quarter.
- Replaced – Form N-Q.
- What – Used by funds to report certain census-type information to the SEC.
- When – Must be filed annually within 75 days of the fund’s fiscal year end.
- Replaced – Form N-SAR, which was filed semi-annually.
- What – Used to disclose how a fund voted proxies for each of its holdings during the previous 12-month period ending June 30.
- When – Must be filed annually by August 31.
- What – Used by open-end funds to file an annual notice of shares issued and sold by a fund. Also provides a calculation of the fees that a fund owes to the SEC in connection with the sale of such shares.
- When – Must be filed by a fund within 90 days of the end of its fiscal year.
- What – Used by “interval” closed-end funds to file a notice of an offer to repurchase its shares at net asset value from the fund’s shareholders.
- When – Must be filed each time that an interval fund makes a repurchase offer. Interval funds typically make repurchase offers at periodic intervals predetermined by a policy adopted by a fund’s board.
Ad Hoc Filings
- What – Used, generally, to merge a fund into another fund when there are material differences between the target fund and the acquiring one.
- Dual purposes – Functions to simultaneously file a new registration statement and a proxy statement soliciting approval from shareholders of the target fund and, consequently, is often referred to as a “proxy prospectus.”
- What – Used to file a proxy statement with the SEC.
- Form N-14 not needed – May be used in lieu of Form N-14 when there are no material differences between the target fund and the acquiring one.
- Other uses – Also used for any other item requiring shareholder approval including, for example, election of trustees, amendments to your trust’s declaration of trust, and certain fee changes.
- What – Used to file an information statement with the SEC. An information statement satisfies disclosure requirements in certain situations in which shareholder approval is not required and, consequently, a Schedule 14A proxy statement is not necessary.
- Example of use – Most commonly used when an adviser changes a fund’s sub-adviser and relies on an SEC exemptive order to do so without obtaining shareholder approval.
- What – Used to file a notice with the SEC if the fund’s liquidity is threatened by the occurrence of a “liquidity event,” such as a fund’s illiquid investments exceeding a 15% ceiling.
- When – Must be filed within one business day of the occurrence of these enumerated liquidity events.
- What – Used by a money market fund if a “Material Event” occurs. Material Events include, but are not limited to, provision of financial support to the fund, imposition of liquidity fees, or suspension of fund redemptions.
- When – Must be filed within one business day of the occurrence of a Material Event.
- What – Used by “tender offer” closed-end funds to file various transaction documents for an offer to repurchase its shares at net asset value from the fund’s shareholders.
- When – Must be filed each time that a fund makes a tender offer, which occurs at the board’s discretion, with no required minimum number or frequency.
Proper preparation and completion of these filings is imperative for funds to stay in compliance with the filing requirements promulgated by the SEC. Additionally, once completed, these filings are subject to review by the SEC. The oversight responsibilities of trustees include ensuring that all fund filings are accurate and comply with applicable rules. A fund typically relies on a fund administrator, such as Ultimus, to prepare these filings and to file them with the SEC. Given the importance of these fillings, it’s critical that you’ve selected a fund administrator on which you can rely. The skilled teams at Ultimus use their consultative, full-service approach to safely navigate your filings from the first draft to the final one.
¹ Careful observers will note that the description that follows does not encapsulate each procedural step required of a fund to file an effective registration statement, which is beyond the scope of this article. Suffice it to note, a fund’s filing of its registration statement filing generally consists of a series of closely related filings made pursuant to the Securities Act of 1933 and the Investment Company Act of 1940.
² Form N-23c-3 is used by funds making a repurchase offer pursuant to provisions of the Investment Company Act of 1940. This approach offers less burdensome disclosure requirements and, in turn, less operational flexibility. Contrast with Schedule TO described above.
³ Schedule TO is used by funds making a repurchase offer pursuant to provisions of the Securities Exchange Act of 1934. This approach offers more operational flexibility and, in turn, more burdensome disclosure requirements. Contrast with Form N-23c-3 described above.
8461 UFS 9/21/2020