Supporting Statement A

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PAPERWORK REDUCTION ACT SUPPORTING STATEMENT
for the Extension of
Form N-2
OMB Control Number 3235-0026

The U.S. Securities and Exchange Commission (“Commission” or SEC) submits this
information collection request (ICR) pursuant to the Paperwork Reduction Act of 1995 (PRA), 44
U.S.C. Section 3501 et seq., with the following justification.

1.

Necessity of Information Collection

Form N-2 (17 CFR 239.14 and 274.11a-1) is the form used by closed-end management
investment companies (“registered closed-end funds”) to register under the Investment Company Act of
1940 (15 U.S.C. 80a-1 et seq.) (“Investment Company Act”), and to register their securities under the
Securities Act of 1933 (15 U.S.C. 77a et seq.) (“Securities Act”). Form N-2 is also used by business
development companies (“BDCs”), which are closed-end management investment companies that do not
register under the Investment Company Act (but instead elect to be subject to certain provisions of the
Investment Company Act (15 U.S.C. 80a-2(a)(48)) to register and offer their securities under the
Securities Act.
Section 5 of the Securities Act (15 U.S.C. 77e) requires the filing of a registration statement
prior to the offer of securities to the public and that the statement be effective before any securities are
sold. The primary purpose of the registration process is to provide disclosure of financial and other
information to current and potential investors for the purpose of evaluating an investment in a security.
Section 5(b) of the Securities Act requires that investors be provided with a prospectus containing the
information required in a registration statement prior to the sale, or at the time of confirmation or
delivery, of the securities.
A closed-end management investment company (that is not a BDC) is required to register as an
investment company under Section 8(a) of the Investment Company Act (15 U.S.C. 80a-8(a)). Form N-2
permits a registered closed end fund and a BDC to provide investors with a prospectus covering
essential information about the fund when the fund makes an initial or additional offering of its
securities. More-detailed information is available to interested investors in the Statement of Additional
Information, which is provided to investors upon request and without charge.

2.

Purpose and Use of Information Collection

The purpose of Form N-2 is to meet the filing and disclosure requirements of the Securities Act
and the Investment Company Act and to enable funds to provide investors with information necessary to
evaluate an investment in a registered closed-end fund or BDC. Unlike many other federal information
collections, which are primarily for the use and benefit of the collecting agency, this information
collection is also for the use and benefit of investors. The information filed with the Commission
permits the verification of compliance with securities law requirements and assures the public
availability and dissemination of the information.
U.S. Securities and Exchange Commission (SEC)
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3.

Use and Consideration of Information Technology

The Commission’s electronic filing system, called “EDGAR” (for Electronic Data Gathering,
Analysis and Retrieval), automates the filing, processing, and dissemination of full disclosure filings.
This automation has increased the speed, accuracy, and availability of information, generating benefits
to investors and financial markets. Form N-2 is required to be filed with the Commission electronically
on EDGAR. 1 The public may access filings on EDGAR through the Commission’s website
(http://www.sec.gov).

4.

Identifying and Minimizing Duplication

The Commission periodically evaluates rule-based reporting and recordkeeping requirements for
duplication and reevaluates them whenever it proposes a rule or a change in a rule. The requirements of
Form N-2 are not generally duplicated elsewhere.

5.

Effect on Small Entities

The Commission reviews all rules periodically, as required by the Regulatory Flexibility Act, 2 to
identify methods to minimize recordkeeping or reporting requirements affecting small businesses. The
disclosure requirements for registration statements on Form N-2 do not distinguish between small
entities and other investment companies. The burden on smaller investment companies of preparing and
filing registration statements may be proportionately greater than for larger investment companies. This
burden includes the cost of producing, printing, filing, and disseminating prospectuses. The Commission
believes, however, that imposing different requirements on smaller investment companies would not be
consistent with investor protection and the purposes of the registration statement requirements.

6.

Consequences of Not Conducting Collection and Obstacles to Reducing
Burden

In the absence of the disclosure requirements in Form N-2, investors in registered closed-end
funds and BDCs may not receive information necessary to make informed investment decisions, and
consumer confidence in the securities industry could be adversely affected. Form N-2 also satisfies
Investment Company Act requirements that certain investment companies must register with the
Commission before they conduct business. In the absence of a Form N-2 registration statement, closedend funds (that are not BDCs) would not be able to comply with the registration requirements of the
Investment Company Act, and registered closed-end funds and BDCs would not be able to offer their
shares under the Securities Act.
A registered closed-end fund or BDC must file a registration statement on Form N-2 only when
making initial or additional offerings of securities under the Securities Act, or when amending its
registration statement. Less-frequent collection would mean that information current to a particular
offering would not be available to fund investors and the Commission would not have current
information to perform its regulatory functions.

7.

Inconsistencies with Guidelines in 5 CFR 1320.5(d)(2)
This collection is not inconsistent with 5 CFR 1320.5(d)(2).

1

17 CFR 232.101(a)(1)(i) and (iv).

2

5 U.S.C. 601 et seq.

U.S. Securities and Exchange Commission (SEC)
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8.

Public Comment and Consultations Outside the Agency

The Commission requested public comment on the collection of information requirements for
Form N-2 before it submitted this request for extension and approval to the Office of Management and
Budget. This solicitation included requesting public comments on the burden estimates for all
information collections under this OMB control number. The Commission did not receive public
comment during the 60-day notice and comment period.

9.

Payment or Gift to Respondents
Not applicable.

10.

Assurance of Confidentiality and Privacy

The information collection collects basic elements of PII including name, job title, and work
address that is covered by the EDGAR PIA. No information of a sensitive nature, including social
security numbers, will be required under this collection of information. Additionally, the agency has
determined that the information collection does not constitute a system of record for purposes of the
Privacy Act. Information is not retried by a personal identifier.

11.

Collection Questions of a Sensitive Nature
Not applicable.

12.

Estimated Time Burden and its Cost Equivalent

The following estimates of average burden hours and costs are made solely for purposes of the
Paperwork Reduction Act of 1995 and are not derived from a comprehensive or even representative
survey or study of the cost of Commission rules and forms. Compliance with the disclosure
requirements of Form N-2 is mandatory. Responses to the disclosure requirements will not be kept
confidential.
We estimate below the incremental and aggregate estimated change in paperwork burden
associated with Form N-2. These estimates represent the average burden for all issuers, both large and
small. In deriving our estimates, we recognize that the burdens will likely vary among individual
respondents based on a number of factors, including the size and complexity of their business. These
estimates include the time and the cost of preparing and reviewing disclosure, filing documents, and
retaining records. We believe that some issuers would experience costs in excess of this average and
some issuers would experience less than the average costs. The table below summarizes the
Commission’s PRA annual burden estimates associated with Form N-2.

U.S. Securities and Exchange Commission (SEC)
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ICR Estimated Time Burden and its Cost Equivalent
Information Requirement
Collections Type
(ICs)

Number of
Frequency
Respondents of Response
(Number of
Responses
per
Respondent
per Time
Period)

Form N-2

427 1

Reporting

1 response
annually

Time per
Response

Equivalent
Cost per
Response

Total Annual Total Annual Cost
Time Burden Burden
(Hours)
Equivalent ($)

344
Hours

$204,680 2

146,888 Hours $87,398,360

Notes:
1. This number is derived from the average number of Form N-2 filings received by the Commission over the past three
years, with 355 in 2023, 447 in 2024, and 479 in 2025.
2. We estimate the equivalent cost per response ($204,680) is based on the hours per response (344) times a $595 blended
wage rate. The $595 wage rate reflects current estimates of the blended hourly rate for a computer programmer ($416) and
attorney ($774) in the securities industry (($461 + $774)/2 = $595). To calculate the occupational hourly rates used in this
extension, the Commission uses occupational mean hourly wage data from the Occupational Employment and Wage
Statistics (OEWS) program of the Bureau of Labor Statistics (BLS) for “Securities, Commodity Contracts, and Other
Financial Investments and Related Activities” (NAICS 523). See Occupational Employment and Wage Statistics, U.S.
Bureau of Labor Statistics, https://www.bls.gov/oes/; see also Standard Occupational Classification, U.S. Bureau of Labor
Statistics, https://bls.gov/soc/ (describing occupational classification system used by BLS); Exec. Off. of the President, Off.
of Mgmt. & Budget, North American Industry Classification System (2022), available at
https://www.census.gov/naics/reference_files_tools/2022_NAICS_Manual.pdf (describing the industry classification system
used by BLS and other agencies). The mean hourly wage for each occupation is adjusted for changes in the seasonally
adjusted employment cost index for private wages and salaries between the data reference period and when the data are
released by BLS. See Employment Cost Index, U.S. Bureau of Labor Statistics, https://www.bls.gov/eci/. The adjusted mean
hourly wage is then multiplied by a factor that accounts for nonwage costs borne by employers, such as bonuses, benefits,
and overhead. This factor is calculated as an average over the 10 most recently available years of data of the ratio of the
Bureau of Economic Analysis’s annual gross output data for NAICS 523 to total annual wages across all occupations for
NAICS 523 in the OEWS data. See Gross Output by Industry, U.S. Bureau of Economic Analysis,
https://www.bea.gov/data/industries/gross-output-by-industry; Occupational Employment and Wage Statistics, U.S. Bureau
of labor Statistics, https://wwww.bls.gov/oes/. The final product is the occupational hourly rate. See generally Updated
Methodology for Calculating Occupational Hourly Rates (Dec. 19, 2025), available at https://www.sec.gov/files/methodoccupational-hourlyrates.pdf.

13.

Estimated Additional Cost Burden

Cost burden is the cost of goods and services purchased to prepare and amend registration
statements on Form N 2, such as for the services of independent auditors and outside counsel. The cost
burden does not include the hour burden discussed in Item 12 above. Estimates are based on the
Commission’s experience with the filing of registration forms. We estimate that the annual cost of
outside services associated with Form N-2 as follows:

U.S. Securities and Exchange Commission (SEC)
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Table 4. ICR Estimated Additional Cost Burden
Additional
Information
Collections (ICs)

Related Supporting
Statement Question 12
IC

Requirement
Type

Number of
Respondents

Total Annual
Additional Cost
Burden ($)1

Form N-2

Form N-2

Reporting

427

$9,914,940

ICR TOTAL:

$9,914,940

TOTAL ICs:
Notes:

1. We estimate the total annual external costs burden per response ($23,220) is based on the 30 hours of outside services at a
wage rate of $774 per hour for an attorney in the securities industry. $774 x 30 = $23,220. $23,220 x 427 = $9,914,940

14.

Annual Cost to the Federal Government

The SEC is in the process of revising its methodologies to estimate annualized costs to the
Federal government for all its relevant collections of information. The SEC anticipates that future
extensions of this collection of information will reflect the revised methodologies.

15.

Reasons for Changes in Burden Estimates

Based on an increase in the number of Form N-2 filers, we estimate an increase in the annual
number of responses on Form N-2 from 298 to 427 (an increase of 129 responses). We estimate
corresponding increases in annual burden hours and cost burdens. The estimated burden hours would
increase from 102,525 to 146,888 (an increase of 44,363 hours). The estimated cost burden would
increase from $6,940,207 to $9,914,940 (an increase of $ $2,974,733).

16.

Plans for Publishing Results
There is no plan to publish the results of the collection of information.

17.

Approval to Omit Display of OMB Expiration Date
The Commission is not seeking approval to not display the expiration date for OMB approval..

18.

Exceptions to the Certification for Paperwork Reduction Act Submissions
The following exceptions apply to Form N-2:
•

Small entities (see explanation in Item 5): The Commission believes that imposing
different requirements on small entities would not be consistent with investor protection.

•

Statistical survey methodology: Form N-2 does not employ statistical survey methods.

U.S. Securities and Exchange Commission (SEC)
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