What is SEC Form 24F-2NT

SEC Form 24F-2NT is a filing with the Securities and Exchange Commission (SEC) that is required when an investment company, such as a mutual fund, sells more shares than initially stated in its registration filing.


SEC Form 24F-2NT serves as a way for an investment company to adjust and update the shares-related sales prediction it provided in its initial registration filing with the SEC.

This filing document is related to, and a sort of subsidiary of, SEC Form 24F-2NT, which is a required form that must be submitted every year by open-end management investment companies, as well as by unit investment trusts and face-amount certificate companies.

Information listed on SEC Form 24F-2NT includes the amount of additional shares to be registered and the retroactive registration date for the additional shares. Like other types of SEC filings, the completed SEC Form 24F-2NT must be submitted in electronic format using the SEC’s Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system. Anyone, either an individual or organization, can access this system online and download required forms and materials via the website for free.

SEC Form 24F-2NT and Required Filings

In the event that a closed-end mutual fund or unit investment sells more shares than originally stated, SEC Form 24F-2NT allows the company to remain compliant by notifying the SEC of the additional shares. This form replaced SEC From 24F-2EL, which had previously served the same purpose. 

SEC Form 24F-2NT, like the more general SEC Form 24F-2NT, is one of numerous filings required under the Investment Company Act of 1940. A filing is an official, formal document or financial statement submitted to the SEC which must contain accurate, truthful and complete disclosures and information that fulfill SEC requirements.

The Investment Company Act of 1940 was passed by Congress as a means of ensuring proper monitoring and oversight of investment companies operating in the public market. The SEC is the government entity charged with enforcing that legislation and ensuring that investment companies adhere to all applicable federal regulations.

The Investment Company Act of 1940 also spells out a range of other mandates dictating how an investment company must operate and conduct business. This includes the requirement that a board of directors must be established and maintained, with the majority of those board members considered independent. The Act also places limitations and restrictions on investment strategies, such as the use of leverage, and specifically addresses a number of disclosures the investment company is required to provide.