Form 40-APP Filings

What is the Form 40-APP?

Form 40-APP is an application filed with the SEC under the Investment Company Act of 1940 requesting an order, exemption, or other regulatory relief. It is commonly used when an applicant needs formal SEC approval to proceed with a structure, transaction, or operating approach that would otherwise be restricted under the 1940 Act or related rules. Rather than being a periodic report, Form 40-APP is submission-based and is filed when an applicant seeks Commission action on the specific request described in the application.

This form typically includes a detailed description of the applicants, the requested relief, the statutory and regulatory provisions involved, and the conditions the applicants propose to satisfy if the SEC grants the order. If the application later needs to be revised or supplemented during the review process, researchers may also review Form 40-APP/A to follow amendments to previously submitted applications.

Applicants use Form 40-APP to present their legal and factual basis for the request, explain how the requested relief aligns with investor protection and the purposes of the 1940 Act, and provide supporting disclosures and exhibits.

Some of the main components of a 40-APP include:

●       A description of the applicants and the business or fund structure involved

●       The specific SEC order or exemptive relief being requested and the legal basis for the request

●       Factual background, representations, and proposed conditions tied to the requested relief

●       Discussion of the relevant Investment Company Act sections, rules, and policy considerations

●       Supporting materials and exhibits included as part of the application package

Investment company transactions may also involve other specialized SEC filings. Form N-14 is used in certain business combinations and reorganizations involving registered investment companies, providing a different regulatory filing context from the exemptive relief requested through Form 40-APP.

SEC Form 40-APP Filing Deadlines

SEC Form 40-APP does not follow quarterly or annual filing deadlines. It is filed on an as-needed basis when SEC approval is required. The timing of the SEC’s review depends on the complexity of the request and whether additional information or amendments are requested.

Other investment company registrations may use specialized forms depending on the product involved. Form N-6 applies to certain separate accounts organized as unit investment trusts that offer variable life insurance policies, illustrating how different investment company structures have distinct SEC filing requirements.

Key Things to Know About 40-APP Filing Rules

●       Extension Option: Not applicable. Form 40-APP is application-based and filed when needed rather than on a recurring deadline schedule.

●       Deadline Basis: Not applicable. Timing is driven by the applicant’s request for relief and the SEC review process, not by a fiscal calendar.

●       Purpose of Form 40-APP: It is used to request an SEC order, exemption, or other relief under the Investment Company Act of 1940 so an applicant can proceed with a proposed structure or transaction consistent with applicable regulatory standards.

Researchers following exemptive applications alongside broader investment company disclosure activity can also review Mutual Fund and ETF Filings to compare registrations, shareholder reports, portfolio disclosures, amendments, and other regulatory filings across registered funds.