SEC Form N-1A

What Is SEC Form N-1A?

SEC Form N-1A is the required registration form for establishing open-end management companies. The form can be used for registering both open-end mutual funds and open-end exchange traded funds (ETFs).

Understanding SEC Form N-1A

An open-end management company is a type of investment company responsible for the management of open-end funds. These are pooled investment funds that take in new money and make disbursements on an ongoing basis (as opposed to closed-end funds, which only take in new money during an initial period).

SEC Form N-1A must be submitted by open-end funds for registration with the Securities and Exchange Commission (SEC). Prior to submitting a registration statement for an open-end fund, the managing investment company should file a notification of registration on Form N-8A. A fund must update its Form N-1A registration statement annually.

SEC Form N-1A Processing

A Form N-1A must be filed in an electronic format online. The SEC will review the Form N-1A and either declare the registration statement to be effective or provide comments on the registration statement which allow the fund’s registration to become effective with an attached amendment. The SEC may also refuse registration if a fund does not qualify for approval. Funds may only offer their shares to the public with an effective registration statement.

Form N-1A is used for open-end funds; other registrations for closed-end funds and exchange-traded funds structured as a unit investment trust can be found here.

Form N-1A Content

A Form N-1A requires comprehensive information about the fund. It is the primary document used to communicate information about the fund to the SEC and the public.

Part A of the Form includes information required in the prospectus. Part B of the Form includes information required in a statement of additional information. These two documents are the primary pieces of communication utilized by investors. The prospectus and the statement of additional information encompass the majority of the details submitted with the filing.

Additional information requested in Part C of the form includes: exhibits, persons controlled by or under common control with the fund, indemnification, business and other connections of the investment adviser, principal underwriters, location of accounts and records, management services, and undertakings.

Prospectus

Form N-1A requests that the prospectus include 13 specified items. Items include investment objective, fees, risks, performance, management details, principal investment strategies, organization, and distributions.

Following the requirements in a Form N-1A creates consistency for investors in the prospectus documents of open-end funds for simplified comparisons. The information must be presented clearly, so that the average investor, who may not have a strong legal or financial background, can understand it.

Statement of Additional Information

The statement of additional information is also required by the registration statement and provides even broader disclosure on the fund. Information required in the statement of additional information is outlined in 14 line items. It includes more in-depth information on the company’s management and portfolio managers. It also includes the fund’s financial statements.

Other Information

The Securities Act requires that exhibits be filed as a part of the the registration statement. These exhibits include articles of incorporation, by-laws, instruments defining rights of security holders, underwriting contracts, bonus or profit-sharing contracts, custodian agreements, other material contracts, a legal opinion, initial capital agreements, codes of ethics, and a few other items, depending on the particular situation.