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Form N-23C3C Filings

SEC Form N-23C3C is a formal filing used by registered closed-end investment companies or business development companies to notify the Securities and Exchange Commission (SEC) of a repurchase offer made pursuant to Rule 23c-3(b) and (c).

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What Is SEC Form N-23C3C?

SEC Form N-23C3C is an important filing required under Rule 23c-3 of the Investment Company Act of 1940. It is used by registered closed-end investment companies or business development companies to notify the SEC that they are making a repurchase offer that pertains to both a periodic repurchase offer under paragraph (b) and a discretionary repurchase offer under paragraph (c) of the rule.

This form is typically filed when a fund sends a repurchase offer notice to shareholders and must provide the SEC with basic information about that offer. It helps document fund activity involving shareholder liquidity events and related disclosures.

Form N-23C3C ensures transparency by formally notifying regulators of repurchase offer activity conducted under both Rule 23c-3(b) and Rule 23c-3(c). It does not function as a registration statement or a termination filing, but rather as a notice filing tied to a repurchase offer sent to shareholders and reflected in the Recent filings submitted to the SEC

Key elements typically found in SEC Form N-23C3C include:

  • Name of the investment company
  • Investment Company Act file number
  • Date of notification
  • Address of principal executive office
  • Identification that the filing pertains to Rule 23c-3(b) and Rule 23c-3(c)
  • Signature and title of the authorized filer

SEC Form N-23C3C Filing Deadlines

SEC Form N-23C3C has specific timing requirements that funds must follow once the repurchase offer notice has been sent to shareholders. These deadlines are important to ensure regulatory compliance and proper notice filing with the SEC.

Filing Stage Timeline Details
Shareholder Notification As needed The repurchase offer notice is sent to shareholders under Rule 23c-3
Form N-23C3C Filing Within 3 business days after notice is sent Filed electronically with the SEC
Filing Basis Event-driven Applies when the notification pertains to both Rule 23c-3(b) and Rule 23c-3(c)

Key Things to Know About Form N-23C3C Filing Rules

  • Rule 23c-3 Filing Type Matters: Form N-23C3C is used when the notification pertains to both a periodic repurchase offer under paragraph (b) and a discretionary repurchase offer under paragraph (c) of Rule 23c-3.
  • Shareholder Notice Comes First: The form is tied to the notification sent to shareholders and must be filed with the SEC within three business days after that notice is sent.
  • Used by Specific Investment Companies: This form is completed by registered closed-end investment companies or business development companies that make repurchase offers pursuant to Rule 23c-3.
  • Electronic Filing Is Required: The SEC states that filing obligations for this form must be satisfied by submitting the required information electronically through EDGAR
  • This Is a Notice Filing: Form N-23C3C is used to provide notice of repurchase offer activity. It is not a delisting filing, deregistration filing, or offering registration statement.

Our SEC Edgar Search tools track investment company filings such as Form N-23C3C, Form N‑23C3B, and Form N‑23C3A, which interval funds use to report the results of periodic repurchase offers under Rule 23c‑3 of the Investment Company Act of 1940.

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