What is SEC Form N-2

SEC form N-2 is a filing with the Securities and Exchange Commission (SEC) that must be submitted by closed-end management investment companies to register under the Investment Company Act of 1940 and to offer their shares under the Securities Act of 1933. An exception for small business investment companies licensed by the Small Business Administration does exist. SEC Form N-2 is meant to provide investors with information concerning closed-end management companies, useful in determining an investment company's attractiveness.

Form N-2 is also commonly referred to as the "registration statement."


Part A of SEC form N-2, the prospectus, must contain clearly-written information about the investment that the average investor, who may not have a specialized background in finance or law, can understand. This information should describe the investment's fees; financial highlights; plan of distribution; use of proceeds; management; capital stock, long-term debt, and other securities; defaults and arrears on senior securities; and pending legal proceedings. Part B contains additional information that may be of interest to some investors, such as investment objectives and policies, principal holders of securities and financial statements.

Form N-2 is a three-part registration statement consisting of a prospectus, a statement of additional information (SAI) and certain other information.

  1. The prospectus is designed to provide shareholders with essential information about the fund and should be written in clear, concise language (i.e., plain English).
  2. The SAI is designed to provide shareholders with additional, more detailed information about a fund, its management and service providers, and its policies. The SAI is not delivered to shareholders but must be available on request for free.
  3. Other information included in the registration statement includes corporate organizational documents and certain contracts and compliance policies.