SEC form N-2 is a filing with the United States 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.

A Closed-End Management Company is an investment company that manages Closed-End Mutual Funds and sells a limited number of shares to investors on an exchange by way of an initial public offering.


Closed-End Funds

Closed-End Mutual Funds benefit from pooled fund investing and seek to obtain efficiencies through pooled management and operational economies of scale. Similar to other product offerings in the market, Closed-End Mutual Funds can be managed to a range of different investment objectives and strategies. They can offer income-focused strategies that make regular distributions from income-producing investments.

Closed-End Funds have many differences from Open-End Funds managed by Open-End Management Companies. Closed-End Funds do not offer a range of share classes. Closed-End Management Companies issue a fixed number of shares of Closed-End Funds to the market through initial public offerings on financial market exchanges. Closed-End Management companies do not allow for purchase and sale directly from the management company. Closed-End Fees are less complicated. Closed-End Management Companies usually do not partner with intermediaries and distributors for Closed-End Fund transactions. Therefore, they do not require sales loads or include distribution fee expenses.

Pricing comparisons for Closed-End Mutual Funds differ from Open-End Mutual Funds. Closed-End Management Companies calculate a daily accounting net asset value (NAV) at the end of each trading day. Since Closed-End Funds trade on exchanges, investors can buy and sell the funds at the exchange’s market value. As an exchange-traded Closed-End Fund, the product’s market value will differ from its accounting NAV. Closed-End Management Companies can partner with calculation agents to report an indicative NAV which helps funds to trade in closer proximity to their accounting NAV.

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-2 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-2; we consider it one of our specialties. 


After the complete SEC Form N-2 is drafted and approved by your company, Private Placement Markets will convert the approved and finalized N-2 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-2 with the SEC EDGAR system.

The process of filing and having an N-2 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-2 Registration Statement.

    • Our Custom N-2 Registration Statement includes (but is not limited to):

      • Structuring and Development of a Presentation Grade N-2 Registration Statement,

      • 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 &

      • 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:

  1. Private Placement Markets is very selective about the N-2 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-2 needs.

  2. If there is a mutual interest to engage for the Drafting and Filing of your N-2, 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-2 Registration Statement. Our total estimated cost for a Custom N-2 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-2 Registration Statement whichever comes first.

  3. Once complete, we will send you an email with information detailing the necessary information we need to get started working on the custom N-2 Registration Statement.

  4. 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

  • Steve Muehler LinkedIn
  • Steve Muehler Facebook
  • Steve Muehler Twitter
  • Steve Muehler Website
  • Steve Muehler Blog

Private Placement Markets, LLC (a Delaware Limited Liability Company) provides no depository services and is not insured by the FDIC. Private Placement Markets is an Investment Banking Industry Document Preparation Company and Capital Markets Advisor. Private Placement Markets does not offer, and does not offer to provide any broker dealer or market maker services. Private Placement Markets operates this website (referred to as the “Website”). By accessing this Website and any pages thereof, you agree to be bound by its Terms of Use and Privacy Policy. Past performance is no guarantee of future results. Any historical returns, expected returns, or probability projections may not reflect actual future performance. Private Placement Markets does not provide financial planning services. Private Placement Markets does not provide tax advice and does not represent in any manner that the outcomes described herein will result in any particular tax consequence.


© 2019 by Private Placement Markets, LLC & Steve Muehler