SEC FORM N-1A:
SEC Form N-1A is the required United States Securities and Exchange Commission ("SEC") 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).
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 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.
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 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.
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.
Form N-1 is filed on the SEC EDGAR system in HTML format. The SEC only accepts a simplified version of HTML, requiring the source documents to be converted using specialized SEC EDGAR software (as opposed to simply using the "Save as HTML" option in a word processor). Form N-1 also requires the filing entity to be registered with the SEC EDGAR system and have valid EDGAR filing codes.
To Retain and Engage Private Placement Markets for a N-1 Registration Statement Filing:
Private Placement Markets regularly works with companies and their legal counsel with respect to the creating and filing of SEC Form N-1; we consider it one of our specialties.
After the complete SEC Form N-1 is drafted and approved by your company, Private Placement Markets will convert the approved and finalized N-1 Registration Statement to SEC EDGAR HTML format, and provide you and your team with an online proof. After obtaining your final approval, we file the Form N-1 with the SEC EDGAR system.
The process of filing and having an N-1 approved by the SEC can take anywhere from two months to a year, depending on amount of material and complexity of the filing. The entire Private Placement Markets team is available throughout this entire process to prepare and submit subsequent amendments, redlines, and correspondence letters.
Service(s) to be Provided:
Registration of the company / Fund with the United States Securities & Exchange Commission.
Obtain SEC CIK Number
Obtain EDGAR Online Access
Drafting & Preparation of a Federal Securities Laws Compliant N-1 Registration Statement.
Our Custom N-1 Registration Statement includes (but is not limited to):
Structuring and Development of a Presentation Grade N-1 Registration Statement,
Includes N-8A Structuring and Development as needed,
all SEC Filing(s) as required via the EDGAR,
Federal Securities Laws Compliance Review, and
Access to our Broker-Dealer Network & International Institutional Investment Banking Network (See & www.PPMDebt.com)
Does Not include any expenses associated with any required Financial Audits, Legal Opinion Letters, Broker Dealer / Market Maker Fees, Registration Fees paid to the SEC, and/or any Fees associated with a Capital Markets Listing.
To engage us for a Custom N-1 Registration Statement Preparation:
Private Placement Markets is very selective about the N-1 Clients it engages with. Please call our Capital Markets Team or email us as the contact listed to the left, and we will schedule a time to speak regarding your N-1 needs.
If there is a mutual interest to engage for the Drafting and Filing of your N-1, we will forward you an engagement letter to be signed, at which time you will be required to submit a retainer equal to 50% of our service charge for the drafting of the Custom N-1 Registration Statement. Our total estimated cost for a Custom N-1 Registration Statement is a Flat $30,000 USD (50% = $15,000 USD). NOTE: The balance of $15,000 will be due and payable 30 days net from retaining services or upon delivery of a final N-1 Registration Statement whichever comes first.
Once complete, we will send you an email with information detailing the necessary information we need to get started working on the custom N-1 Registration Statement.
General Time from Start-to-Finish, given the vast number of Registration Statemetns we have done over the past five plus years, approximately two to four weeks (could be shorter, could be longer, much depends on complexity and amount of information).
Mr. Steve Muehler
Founder & Managing Member
Private Placement Markets
101 California Street
San Francisco, CA 94111
Phone: (877) 259-8066