Interval Funds

Apr 14. 20:49

Interval Fund Forms: The Full List

Photo by Kelly Sikkema


Most of these forms are named for a specific section in a regulatory law – usually the Investment Company Act of 1940 (the ’40 Act). Hence, the seemingly random combinations of letters and numbers. It’s important to note, however, that a form that ends with “/A” is an amendment of an earlier form of the same type. So, if you see something like “40-APP/A,” it’s an updated version of a previous 40-APP form.


If you’re going to read one form, it should be the fund’s N-2. This document is filed when a closed-end fund (such as an interval fund) is first created. The form contains the fund’s prospectus, which details the fund’s core information in plain English, as well as a statement of additional information and some supporting details. Here’s what to look for:

· Investment advisor: Who’s in charge of allocating the money in the fund?

· Investment objective: Does the fund want to provide income for investors? Long-term growth? Both?

· Investment strategies: How is the manager going to set about achieving the objective? What kind of investments, and under what circumstances?

· Shares offered: What securities is the fund offering to investors, and how do they differ from each other?

· Fund expenses: What fees does the fund charge, and for what services? These usually differ by class of security.


The N-2MEF is filed when a fund wants to specifically offer additional classes of security (i.e. the types of shares in the fund) than those mentioned in the original N-2. Look for:

· Shares offered: Additional types of share will have different fee structures, compositions, and growth opportunities. Keep an eye on the details of the new offering.


Form 497 is used to file “definitive materials,” which are any details that might be materially important to an investor’s decision to put money into a fund. This usually takes the form of an updated prospectus (or section of a prospectus), so keep an eye out for the same details as you would when reading an N-2.


The DEF 14A, also called the “definitive proxy statement,” gives an overview of the items up for a vote when the fund holds a shareholder vote. This is a shareholder’s chance to see how the fund is governed, as well as to have a say in any changes that may be proposed. Look for:

· Corporate governance: Who sits on the board of directors, and how do they share governance responsibilities with the fund’s officers? Is anyone new being elected?

· Compensation: Are the advisors changing how much they’re paid to manage the fund?

· Stockholder ownership: Who owns large stakes in the fund, and how might that affect how it’s managed?


Form N-PX details the procedures of a proxy vote. When a fund owns a stake in a company, it can vote in the company’s shareholder meetings on behalf of the investors whose money represents that stake. The N-PX details how the fund’s managers vote in these meetings. Look for:

· Issues at stake: What was being voted on, and how did the fund vote?


A fund will file a 40-APP when it wants an exemption or relief from some regulation in the ’40 Act. This is usually a routine matter, and most of the form will be tedious. Look for:

· The proposal: What exemption is the fund seeking? Does it seem significant?


The N-CEN form is the result of the SEC’s 2019 push to modernize its reporting procedures and make them easier for computers to read. Form N-CEN contains high-level information about the fund’s governance, offerings, and strategies. It’s filed annually, and generally contains little of substance. Look for:

· Legal proceedings: is the fund declaring any legal proceedings in the last year that you didn’t know about?

· Names: Is there anyone in the list of officers and directors who isn’t familiar?


Along with N-CEN, the N-PORT form is the result of the SEC migrating some of its reporting to XML formatting. The N-PORT form (which is called “NPORT-P” when it’s released to the public) provides detailed monthly reports of the exact holdings and distributions of the fund’s investments. It can be difficult to interpret visually, and its contents are best suited to aggregated data collection. However, here’s what you can look for:

· Individual holdings: Perform a search for a company of interest, or a specific security you know the fund holds. How much of it does the fund own, and what percentage of total holdings does it represent? Do your own research: how has that individual investment performed?


This is the first form that a new fund will file when it’s being registered. It’s filed before the N-2, and it contains very little information beyond the name of the fund and who’s filing it. Look for:

· Fund manager: The company that will be managing the fund is usually the one to file the N-8A. Do you recognize it? Will the fund be part of a larger family of funds?

· Fund name: What will the fund be called? This can give clues to the type of fund that’s being registered.


When a fund files its EFFECT form, it has officially gone “effective” and is actively accepting investing its assets. There is typically a negotiating period between when a fund files its N-2 and when it actually goes effective. Look for:

· The date: The date that the fund starts investing is useful in judging its performance. As soon as the EFFECT is filed, the fund’s share value is becomes meaningful to potential investors.


A fund will file a 40-17G when it purchases a fidelity bond. These aren’t bonds under the typical definition – they’re forms of insurance that insulate a company’s leadership from potentially fraudulent actions by its employees. In the context of a fund, a fidelity bond protects the advisors and the board from being personally liable for fraudulent trades or issues with disclosure. Look for:

· The size of the fidelity bond: Funds must take out insurance proportional to the size of their holdings, and the payments for the bond are usually rolled into fund fees.

· Who the bond covers: Though it’s typical to have blanket coverage for fund leadership, occasionally this will differ. Liability exposure can be a good clue to the fund’s tolerance for risky trades.


CORRESP forms are initially filed as a non-public correspondence between the fund and the SEC. They’re later released along with the fund’s other public filings, and their contents are usually mundane. Look for:

· The topic: What is the fund talking to the SEC about? Is it routine, or will it potentially affect investors?

486APOS & 486BPOS

Both the 486APOS and 486BPOS forms are amendments to the fund’s N-2. They differ from an N-2/A in that they are filed after the fund has filed its EFFECT and started trading. However, their contents are largely the same as those of an N-2 or a 497. Any changes filed in a 486APOS become effective after a certain time period, while those filed in a 486BPOS become effective immediately. Look for:

· Investment advisor: Who’s in charge of allocating the money in the fund?

· Investment objective: Does the fund want to provide income for investors? Long-term growth? Both?

· Investment strategies: How is the manager going to set about achieving the objective? What kind of investments, and under what circumstances?

· Shares offered: What securities is the fund offering to investors, and how do they differ from each other?

· Fund expenses: What fees does the fund charge, and for what services? These usually differ by class of security. If the 486 is more recent than the last N-2, these figures will be the most up-to-date available.


A fund will file a 424B3 when it wishes to make changes to its prospectus without altering its original form. This way, the fund can add small changes without filing an entirely new N-2. A 424B3 is required when “substantive” events which may affect investors emerge after a prospectus has been filed. Look for:

· Updates: What parts of the prospectus are being updated? How does this change how the fund operates?


The N-CSR and N-CSRS are, respectively the fund’s annual and semiannual shareholder reports. They detail the fund’s financial movements over the past year or six months, and they provide useful insight into the fund’s performance. Look for:

· Shareholder letter: This will give a top-level overview of how the fund performed, with a heavy amount of positive spin. It’s useful to skim before digging into the useful data.

· Performance: How did each of the fund’s share classes perform? How does this compare to expectations, and to the market as a whole?

· Consolidated statement of cash flows: This gives an accurate idea of the actual inflow and outflow of cash from the fund. It’s an effective way to cut through the creative accounting that might be occurring on the fund’s balance sheet.

· Consolidated financial highlights: This gives a summary of the turnover, fees, and value of the fund’s underlying assets which can be useful when comparing to other funds.


Form N-23C3A is unique to interval funds. It’s filed to notify shareholders of a periodic repurchase offer – usually a few weeks in advance. Shareholders will be notified of the fund’s intent to repurchase a given percentage of outstanding shares, along with the time window they have. Look for:

· Timing: When does a shareholder have to file to sell back a portion of their shares to the fund?

· Fees: Will the fund be charging a repurchase fee? This is uncommon, and can’t exceed 2%.

· Repurchase threshold: Interval funds will repurchase shares up to a set percentage of the total – usually 5-25%. Therefore, shareholders should be aware that they may not be able to sell all of the shares they want to during that repurchase period.

3, 4, & 5

Forms 3, 4, and 5 are filed to disclose the securities held by fund officers, directors, and large shareholders to prevent insider training or market manipulation. They detail which stocks, bonds, or derivatives are held by which individual or institution, and the total value of each. This information is opened to public scrutiny to prevent nefarious financial activity within a fund.

The forms differ only in their timing and scope. Form 3 is filed for an individual, such as an advisor or a director, immediately after they join the company. Form 4 is filed every time an existing insider has a significant change in the holdings that were disclosed in Form 3. Form 5 is filed at the end of each year as a catch-all for changes that weren’t captured by the other two forms. Look for:

· Individual holdings: Which of the fund’s leaders is disclosing their holdings? How might the distribution or amount that they hold bring their interests into conflict with those of the fund?

· Correlation: Do the individual holdings of fund insiders overlap significantly with the fund’s holdings? How will they perform if the fund does well? Are they held as a hedge against the fund performing poorly?

· Timing: Were the trades executed at a convenient time that might have been aided by information not available to the public?


An SC-13D form, also called Schedule 13D or a “beneficial ownership report,” is filed whenever an individual or a group acquires more than 5% of a given company’s stock. Because some companies allow shareholders to vote on proceedings according to the proportion of total shares they own, this information is useful in tracking the relative power of different individuals or funds across the corporate landscape. Look for:

· Company: Which company does the fund own 5% or more of? Why might they have taken this strategic stake?

· Voting: Is this equities purchase purely a vote of confidence for the company, or is it an attempt to have greater influence over how the company operates?