Form N-23C3B Files Dataset

The Form N-23C3B Files Dataset is a complete, accession-level archive of EDGAR submissions on Form N-23C3B and its amendment variant Form N-23C3B/A — the prescribed Commission notification that a registered closed-end investment company files when its board authorizes a discretionary share repurchase offer under Rule 23c-3(c) of the Investment Company Act of 1940. Each record represents a single accepted submission and bundles the cover-form questionnaire, the EX-1 shareholder-notification exhibit, any additional exhibits, and a parsed metadata.json header derived from EDGAR's <SEC-HEADER> block. The legal filer is always the fund itself, identified by CIK and Investment Company Act file number (811- or 817-), not its adviser, distributor, or transfer agent. Because Rule 23c-3(c) imposes a two-year minimum interval between successive discretionary offers by the same fund, filings are sparse and event-driven rather than periodic. The dataset spans September 1997 to the present and is delivered as monthly ZIP archives partitioned by year.

Dataset APIs

Dataset Files

What This Dataset Contains

The Form N-23C3B Files Dataset packages every EDGAR submission made on Form N-23C3B or N-23C3B/A since EDGAR began accepting the form in September 1997. Form N-23C3B is the EDGAR template that satisfies the notification obligation in Rule 23c-3 under the Investment Company Act of 1940. Rule 23c-3 lets a closed-end fund repurchase its own shares from holders without triggering the issuer-tender-offer regime that Section 23(c) of the 1940 Act otherwise imposes, provided the fund follows the rule's procedural conditions and gives prior notice to the Commission and to its shareholders. Form N-23C3B specifically carries a Rule 23c-3(c) discretionary-offer notification: a one-off repurchase that is not mandated by a fund's fundamental policy and that may not be initiated within two years of a prior discretionary offer.

The submission has two functional layers. The cover form itself is a short, semi-structured questionnaire that identifies the fund, the date of notification, the principal office address, the rule subsection invoked, and the signing officer. The substantive content lives in the EX-1 exhibit, which is the actual notice the fund furnishes to shareholders describing the mechanics, pricing, deadlines, and conditions of the repurchase. The companion forms N-23C3A (periodic notifications under Rule 23c-3(b)) and N-23C3C (combined periodic-and-discretionary notifications) are governed by adjacent subsections of the same rule and are not part of this dataset.

Records are delivered as monthly ZIP archives partitioned by year (<year>/<year>-<month>.zip). Each ZIP unpacks to a single top-level folder named for the period (e.g., 2020-05/), beneath which every accession is its own subdirectory. Because Form N-23C3B activity is sparse, monthly archives are typically very small and frequently contain only one or two accession folders. The file types found in the dataset are TXT, JSON, and HTML; image files attached to the original EDGAR submissions are excluded.

Content Structure of a Single Record

What one record represents

One record in the Form N-23C3B Files dataset is a single accepted EDGAR submission on Form N-23C3B or its amendment variant N-23C3B/A. Each record is materialised as one accession-level folder whose name is the 18-digit accession number with the dashes stripped (for example, 000107632220000007). The folder bundles every document the filer transmitted in that one submission together with a parsed header file. A record therefore captures one discrete notification event: a registered closed-end investment company telling the Commission, and through the attached shareholder notice its own holders, that it intends to repurchase outstanding shares under Rule 23c-3 of the Investment Company Act of 1940.

Folder layout of one record

Every accession folder contains a metadata.json header file generated from EDGAR's submission header, plus the original document files transmitted by the filer. The document files are preserved in their EDGAR SGML envelope rather than stripped to bare text or HTML. A representative folder layout looks like:

          1
          2020-05/
        

          2
            └── 000107632220000007/
        

          3
                  ├── metadata.json
        

          4
                  ├── formn23c-3.txt        (TYPE = N-23C3B, SEQUENCE 1)
        

          5
                  └── repurchaseoffer.txt   (TYPE = EX-1)
        

Filer-chosen filenames are not standardized. The cover document is commonly named formn23c-3.txt, formn23c3b.txt, or similar; the exhibit appears as repurchaseoffer.txt, ex1.txt, or similar. The authoritative way to identify each document is through the <TYPE> SGML header inside the file or through the documentFormatFiles[].type array in metadata.json, never by filename.

The metadata.json header

metadata.json is a single JSON object that mirrors the EDGAR <SEC-HEADER> block for the accession. Field by field:

• formType — N-23C3B for an original notification, N-23C3B/A for an amendment.
• accessionNo — the canonical dashed accession number (e.g., 0001076322-20-000007); the folder name is the same value with the dashes removed.
• description — the boilerplate form description, typically "Form N-23C3B - Notification of periodic repurchase offer [Rule 23c-3(c) only]".
• filedAt — the EDGAR acceptance timestamp in ISO 8601 with offset (e.g., 2020-05-20T16:35:47-04:00).
• linkToFilingDetails, linkToTxt, linkToHtml, linkToXbrl — EDGAR URLs to the filing index page, the raw <accession>.txt master submission, the HTML index, and the XBRL viewer respectively. The XBRL link is empty for this form type because Form N-23C3B does not carry XBRL or iXBRL data.
• documentFormatFiles — an array describing every document in the submission. Each element carries sequence (the EDGAR sequence number), size (bytes, encoded as a string), documentUrl, description, and type. Recurring type values are N-23C3B for the cover form (typically sequence 1), EX-1 for the shareholder-notification exhibit, and a trailing entry whose type is a single space and whose description is "Complete submission text file", pointing at the full SGML wrapper file (<accession>.txt).
• entities — an array of parties on the filing. For an N-23C3B there is normally a single filer entry containing companyName (with the role suffix (Filer)), cik, fileNo (an Investment Company Act file number prefixed 811- or 817-), irsNo, stateOfIncorporation, fiscalYearEnd formatted as MMDD, act set to 40 for the 1940 Act, type mirroring the form code, and filmNo issued by EDGAR at acceptance.
• id — an opaque internal record identifier.
• dataFiles — reserved for structured data attachments; empty for this form type.

Document files: the EDGAR SGML wrapper

Every document file in an accession folder is preserved inside the EDGAR <DOCUMENT> SGML envelope, with the five conventional header tags appearing before the body and a closing pair of tags at the end:

          1
          <DOCUMENT>
        

          2
          <TYPE>N-23C3B
        

          3
          <SEQUENCE>1
        

          4
          <FILENAME>formn23c-3.txt
        

          5
          <DESCRIPTION>FORM N-23C3B
        

          6
          <TEXT>
        

          7
          ... document body ...
        

          8
          </TEXT>
        

          9
          </DOCUMENT>
        

The header tags are SGML-style (open tag followed by value, no closing tag) and always appear in the order TYPE, SEQUENCE, FILENAME, DESCRIPTION, TEXT. The body of each document is most often plain ASCII text for this form type; HTML occasionally appears as the body format for richer exhibits, which is why the file-types in the dataset include HTML alongside TXT and JSON.

Cover form (TYPE = N-23C3B)

The cover form reproduces the printed Form N-23c-3 questionnaire. Its enumerated items, in the order they appear, are:

1. Investment Company Act File Number, Date of Notification, and the exact registered name of the investment company.
2. A slot for disclosing any change in the investment company's name since the previous notification.
3. The address of the principal executive office.
4. Check boxes indicating whether the notification covers a periodic repurchase offer made pursuant to a fundamental policy under Rule 23c-3(b), a discretionary repurchase offer under Rule 23c-3(c), or both. The selection at this item is the operative distinction between an N-23C3A, an N-23C3B, and an N-23C3C filing within an otherwise identical form template.
5. A signature block containing the name and title of the officer signing on behalf of the fund and the signature date.

The cover form rarely exceeds a couple of kilobytes of text. It is administrative in character and does not itself describe the offer terms.

EX-1 exhibit: the shareholder notification

The substantive content of the filing lives in the EX-1 exhibit, the notification document the fund furnishes to shareholders. Phrasing varies by issuer and counsel, but recurring content blocks include:

• The offer date and the target percentage of outstanding shares being offered for repurchase, commonly between 5% and 25% subject to the rule's outer limits.
• The pricing date or NAV reference date used to determine the per-share repurchase price, and the formula by which the price is set (typically net asset value per share at the close of business on the pricing date, less any applicable repurchase fee).
• The repurchase-request submission deadline and the withdrawal/modification deadline for shareholders who tender and later change their minds.
• Redemption fee terms, frequently a 2% fee on shares held for less than a stated short holding period.
• Pro-ration mechanics when shareholder tenders exceed the offered amount, including the fund's option to repurchase additional shares up to the rule's permitted overallotment.
• Suspension and postponement conditions keyed to board action, market closures, NYSE trading halts, emergency conditions declared by the Commission, or other circumstances enumerated in Rule 23c-3.
• The most recent Net Asset Value per Share, contact phone numbers, and instructions for obtaining the repurchase request form.

In multi-document submissions, additional exhibits may appear with their own EX-* type codes; the EX-1 exhibit is, however, the canonical and almost universally present substantive component for this form type.

Included content

Each record includes the metadata.json header, the cover-form document, the EX-1 shareholder notification, any further exhibits the filer transmitted, and the complete submission text file (the EDGAR <accession>.txt wrapper) where present in the original submission. The SGML envelope tags around each document body are retained, preserving the TYPE, SEQUENCE, FILENAME, DESCRIPTION, and TEXT fields needed to disambiguate documents programmatically.

Excluded or separate content

Image files attached to the original EDGAR submission are excluded from the dataset. Filings made on the related forms N-23C3A (periodic-only notifications) and N-23C3C (combined periodic-and-discretionary notifications) are not part of this dataset; they are companion form types governed by adjacent subsections of Rule 23c-3 and have their own dedicated form-files datasets. The dataFiles array is empty for these records and linkToXbrl is blank, since Form N-23C3B does not carry structured XBRL instance data.

Structural and format considerations across time

The Form N-23C3B template has been comparatively stable since EDGAR began accepting it in September 1997, and Rule 23c-3 has not undergone the kind of major content-restructuring amendments that have repeatedly reshaped Form N-CSR or Form N-PX. The five-item cover questionnaire and the EX-1 shareholder-notice convention have been the recurring structure throughout. The most visible evolution is presentational rather than structural: early-era filings were submitted as ASCII text inside the SGML envelope and the bulk of the dataset remains in that form, while later filings occasionally adopt HTML for the exhibit body. EDGAR's surrounding submission infrastructure (header format, accession numbering, sequence ordering) has remained the consistent SGML wrapper throughout the coverage window.

Interpretation and extraction notes

Several details matter for accurate extraction:

• Form variant lives in metadata, not filename. The form code printed in filenames (often formn23c-3.txt) refers to the underlying rule (Rule 23c-3) rather than to the specific form variant. The (b) versus (c) distinction that separates an N-23C3A from an N-23C3B is recorded in item 4 of the cover form's checkbox section and in the formType field of metadata.json.
• Amendments are full replacements. N-23C3B/A filings reuse the same folder and document layout as originals, with only the formType value and the accession metadata changing. An amendment is not a delta against the prior filing but a fully self-contained replacement submission; pairing an amendment to its original requires matching by filer CIK and notification date, not by accession number.
• Identify documents by TYPE, not position. EDGAR sequence numbers are filer-assigned, so the EX-1 exhibit does not always carry sequence 2; programmatic extraction should key off the <TYPE> SGML tag and the documentFormatFiles[].type field rather than positional ordering. The trailing "complete submission text file" entry in documentFormatFiles is identifiable by its single-space type and its "Complete submission text file" description.
• Substantive offer terms are unstructured. Offer percentage, pricing date, deadlines, and fees are expressed as free-text narrative inside the EX-1 body rather than as tagged fields; structured analytic use requires text parsing of the exhibit body.
• Two stable filer identifiers. The filer entity block exposes both the SEC CIK and the Investment Company Act file number prefix (811- or 817-); the latter serves as a stable cross-reference to other 1940-Act filings by the same fund and is useful for joining N-23C3B records with N-CSR, N-PX, N-2, and 24F-2 filings by the same registrant.

Who Files or Publishes This Dataset, and When

Who files

The legal filer of each record is the fund itself, identified by its CIK and Investment Company Act file number, not its adviser, distributor, or transfer agent. The filer population is narrow and structurally specific:

• Registered closed-end management investment companies whose governing documents permit repurchase offers under Rule 23c-3.
• Predominantly so-called interval funds and other non-listed closed-end funds whose principal liquidity mechanism is fund-level repurchase rather than secondary-market trading or daily redemption.
• Specifically, funds whose repurchase program includes discretionary, board-authorized offers under Rule 23c-3(c), as opposed to (or in addition to) periodic offers required by a fundamental policy under Rule 23c-3(b).

Funds that operate solely under Rule 23c-3(b) file Form N-23C3A for each periodic offer; funds combining periodic and discretionary offers in the same notice file Form N-23C3C. Listed closed-end funds that rely on exchange trading for liquidity, open-end mutual funds, ETFs, unit investment trusts, and most business development companies do not use the Rule 23c-3 framework and do not appear in this dataset.

Form N-23C3B/A records are amendments to a previously filed N-23C3B notification; they correct or update information about a discretionary offer already noticed and do not represent a new offer.

When the record is created

The filing is event-driven, not periodic. It exists because the fund's board of directors or trustees has authorized a specific discretionary repurchase offer under Rule 23c-3(c) and the fund has issued the corresponding shareholder notification.

Rule 23c-3(c) imposes a two-year minimum interval between successive discretionary offers by the same fund: a fund cannot commence another Rule 23c-3(c) offer within two years of its most recent discretionary offer. As a result, filings from any one fund are sparse and tied to discrete board-approved liquidity events rather than a recurring calendar.

Timing centers on two dates captured in each record:

• The shareholder notification date, when the fund formally notifies holders of the discretionary offer.
• The repurchase offer date, on which the offer is open to shareholders.

Rule 23c-3 sets the permissible window between the shareholder notice and the repurchase pricing/offer date; the Form N-23C3B notification to the Commission is filed in connection with that shareholder-notification process. Amendments are filed as needed when noticed information changes and follow no fixed deadline of their own.

Regulatory framework

Section 23(c) of the Investment Company Act generally restricts a closed-end fund from purchasing its own securities. Rule 23c-3 provides the conditional exemption that allows repurchase-offer funds to operate, with paragraph (b) covering periodic policy-driven offers and paragraph (c) covering discretionary board-authorized offers. Form N-23C3B is the prescribed Commission notification for a Rule 23c-3(c) discretionary offer.

Important distinctions

• Form N-23C3B (discretionary, Rule 23c-3(c)) is distinct from Form N-23C3A (periodic, Rule 23c-3(b)) and Form N-23C3C (combined periodic and discretionary). A fund may appear across these datasets depending on its program design.
• The filer is always the registered fund. Boards authorize the offer and advisers and transfer agents implement it, but none of them are the filing entity.
• Shareholders are the subjects of the notification, not filers.
• Form N-23C3B/A amendments do not constitute a new discretionary offer and do not restart the two-year clock under Rule 23c-3(c).
• Listed closed-end funds, mutual funds, and ETFs operate under different liquidity regimes and are absent from this population.

How This Dataset Differs From Similar Datasets or Filings

Form N-23C3B sits inside a tight cluster of closed-end fund repurchase notifications under the Investment Company Act of 1940. Five neighbors are easy to confuse with it: the other two members of the N-23C3 family (N-23C3A, N-23C3C), the closed-end fund disclosure regime (N-CSR/N-CSRS, N-2), and the general issuer tender offer regime (Schedule TO and the legacy Schedule 13E-4). Each covers a different event, trigger, or cadence.

Form N-23C3A — periodic repurchase offers under Rule 23c-3(b)

The nearest neighbor and the most common point of confusion. Same form family, same filer population, same field set (fund identity, notification date, security ID, share count, offer date).

The split is the legal trigger:

• N-23C3A: repurchases mandated by the fund's fundamental policy, on a fixed schedule (quarterly, semiannual, or annual). These are the routine "interval fund" mechanics.
• N-23C3B: discretionary, board-initiated offers under Rule 23c-3(c), made outside any fundamental policy and limited to no more frequently than once every two years.

Use N-23C3A for scheduled liquidity. Use N-23C3B for opportunistic, one-off buyback events.

Form N-23C3C — combined periodic plus discretionary

Filed only when a fund conducts a periodic offer and a discretionary offer simultaneously, in one combined notification. Narrower filer population than N-23C3B, but each filing carries two event types bundled together.

Do not pool N-23C3C records into N-23C3B totals: the discretionary leg must be extracted first, or the count of standalone discretionary events will be inflated by mixed filings.

Forms N-CSR and N-CSRS — certified shareholder reports

Annual (N-CSR) and semiannual (N-CSRS) reports from registered investment companies, including closed-end funds. They are broad, periodic, and retrospective: financial statements, schedules of investments, MD&A, governance items, and often a narrative summary of repurchase activity that already occurred.

Key contrasts with N-23C3B:

• Timing: N-23C3B is prospective (notification of an upcoming offer); N-CSR/N-CSRS are retrospective (what was completed).
• Granularity: N-23C3B carries a small structured field set per event; N-CSR/N-CSRS embed repurchase data in long narrative documents.
• Outcome data: N-CSR/N-CSRS report shares actually tendered and repurchased; N-23C3B does not.

Pair them: N-23C3B for real-time announcement and offer terms, N-CSR/N-CSRS for execution results and accounting treatment.

Form N-2 — closed-end fund registration statement

The upstream registration document. N-2 establishes the fund's structure, investment policies, and any fundamental repurchase policy, which in turn determines whether the fund will file N-23C3A (policy exists) or N-23C3B (no policy, discretionary route).

• N-2: large, narrative, infrequent, structural.
• N-23C3B: short, formulaic, event-driven, operational.

Use N-2 for fund-level context; use N-23C3B to track the discretionary repurchase events that context permits.

Schedule TO and the legacy Schedule 13E-4 — issuer tender offers

The general issuer tender offer regime under Sections 13(e) and 14(d) of the Exchange Act, governed by Regulation 14E. Filed by issuers — including some closed-end funds — that conduct self-tenders outside the Rule 23c-3 safe harbor.

Differences from N-23C3B:

• Content depth: Schedule TO carries the full offer to purchase, pricing, conditions, withdrawal rights, and financing disclosures. N-23C3B carries a short structured notification.
• Filer population: Schedule TO covers operating companies and funds alike. N-23C3B is restricted to registered closed-end funds.
• Legal track: Rule 23c-3 compliance lets a closed-end fund use N-23C3B and avoid Schedule TO; tenders that fall outside Rule 23c-3 must use Schedule TO instead.

For any single transaction the two regimes are mutually exclusive.

Boundary summary

N-23C3B is the narrowest slice of the closed-end fund liquidity-event universe: standalone, discretionary, board-initiated repurchase offers under Rule 23c-3(c), filed as short structured notifications. It is distinct from N-23C3A (policy-mandated periodic repurchase offers), N-23C3C (bundled periodic plus discretionary), N-CSR/N-CSRS (retrospective shareholder reports), N-2 (registration-level framework), and Schedule TO (tender offers outside the Rule 23c-3 safe harbor).

Treat N-23C3B as the authoritative source for detecting and timestamping discretionary closed-end fund repurchase announcements. Combine it with N-23C3A and N-23C3C for full Rule 23c-3 coverage, with N-CSR/N-CSRS for outcome data, with N-2 for fund-level context, and with Schedule TO only when a repurchase falls outside the Rule 23c-3 framework.

Who Uses This Dataset

Because discretionary repurchase offers are episodic, capped by the two-year rule, and often the only liquidity path for non-listed funds, the Form N-23C3B Files Dataset is used by a focused set of professionals who care about which funds use this authority, when, and at what scale.

Closed-End and Interval Fund Analysts

Buy-side and sell-side analysts covering closed-end, interval, and tender-offer funds use registrant name, CIK, and 811-/817- file number to assemble a sponsor's repurchase history, and the share count plus offer date to size each event against net assets. Output feeds coverage notes, rating reviews, and judgments on whether a non-listed fund delivers credible periodic liquidity.

Fund Liquidity Researchers

Researchers studying fund-level liquidity risk join shareholder notification dates and offer dates with security identifiers and share counts to build longitudinal panels of discretionary repurchase intensity per fund. The work supports stress models and frameworks comparing actual repurchase practice against the liquidity profile marketed to shareholders.

Alternative Investment Due-Diligence Teams

Diligence teams at multi-manager platforms and wealth gatekeepers screen non-traded and interval funds using a sponsor's full N-23C3B and N-23C3B/A history under one CIK to confirm whether discretionary authority is actually used, whether cadence respects the two-year limit, and whether amendments hint at mid-process term changes. Findings drive onboarding decisions, allocation caps, and ongoing monitoring memos.

Financial Advisors Allocating to Interval Funds

Advisors and private wealth teams use the repurchase offer date and share count to identify upcoming liquidity windows, brief clients on tender deadlines, and gauge proration risk on large redemptions. The fields drive rebalancing timing, tax-loss harvesting tied to repurchase windows, and cash-flow planning for clients holding otherwise illiquid positions.

Secondary-Market Liquidity Providers

Specialist firms running matched-bargain or secondary trading in non-listed closed-end and interval fund shares use the offer date, security identifier, and share count to anticipate sponsor bids that compete with their own. The data informs pre-offer pricing, inventory hedging, and discount-to-NAV bids in the weeks surrounding a discretionary offer.

Fund-of-Funds and Multi-Asset Portfolio Managers

PMs holding closed-end and interval funds inside diversified sleeves use notification and offer dates to align their own redemption requests with the underlying funds' repurchase calendar, and use share counts to estimate fill probabilities for sizable tickets. Outputs include rebalancing schedules, redemption queue management, and investor reporting on expected liquidity.

Investment Management Attorneys

1940 Act counsel advising sponsors and fund boards mine peer N-23C3B and N-23C3B/A filings to benchmark notification language, security identification, and the spacing between successive discretionary offers under the two-year rule. Used in drafting shareholder notices, board memos, and responses to staff comments on repurchase practices.

Fund Compliance Officers and Examiners

In-house compliance staff and 1940 Act examiners use registrant identifiers, accession metadata, and offer dates to verify that each discretionary offer was properly noticed, that amendments were filed as N-23C3B/A, and that successive offers honor the two-year minimum. Supports filing-history reconstruction, audit checklists, and Rule 23c-3(c) examination workpapers.

Academic Researchers

Finance and law researchers studying interval fund growth, illiquid asset wrappers, and redemption mechanics use the full filing population since 1997 to construct panels of discretionary repurchase frequency, size, and timing keyed by CIK. The data supports empirical work on how discretionary repurchase authority interacts with fund flows, fees, and shareholder welfare.

Financial and Trade Press Reporters

Reporters covering asset management and the non-traded fund market use registrant identity, share count, and offer date to surface large repurchase notices, clusters within a sponsor family, or amendments suggesting strategy shifts. Inputs to beat reporting on fund liquidity and investor protection.

Despite low filing volume, N-23C3B documents one of the few formal liquidity mechanisms available to non-listed closed-end and interval fund shareholders. Each user group draws on the same core fields — registrant name and CIK, 811-/817- file number, security identifier, share count, shareholder notification date, and repurchase offer date — to produce allocation decisions, trade timing, compliance evidence, models, or reporting on discretionary repurchase behavior.

Specific Use Cases

Each use case below targets a specific question that an N-23C3B record can answer directly, drawing on the cover form, the EX-1 shareholder notification, and the metadata.json header.

1. Tracking discretionary repurchase cadence against the Rule 23c-3(c) two-year limit

A 1940 Act compliance officer or external counsel pulls every N-23C3B and N-23C3B/A under one filer CIK, sorts by metadata.json.filedAt and the EX-1 offer date, and computes the gap between successive discretionary offers. Any pair under 24 months flags a Rule 23c-3(c) frequency-cap exception that needs documented board justification or restructuring as an N-23C3A periodic offer. Output feeds compliance workpapers, board minutes, and responses to staff comments.

2. Building a calendar of upcoming closed-end fund liquidity windows

A wealth manager or interval-fund allocator parses each new EX-1 exhibit for the offer date, the repurchase-request submission deadline, the withdrawal deadline, and the target percentage of outstanding shares offered. These fields feed a forward-looking client calendar that drives tender-deadline alerts, rebalancing timing, and proration-risk warnings for clients with positions larger than the offered percentage of NAV.

3. Sizing discretionary repurchase events relative to fund NAV

A buy-side analyst joins the filer CIK and 811-/817- file number from metadata.json.entities to the same fund's most recent N-CSR or N-2 to retrieve net assets, then extracts the target repurchase percentage and the latest NAV-per-share quoted in the EX-1. The result is a per-event dollar-size estimate that supports coverage notes on whether the fund is providing meaningful liquidity and whether discretionary authority is being used at scale or symbolically.

4. Benchmarking shareholder-notice language for counsel and drafting

Investment management attorneys preparing a new N-23C3B notice extract EX-1 bodies from peer filings filtered by similar fund type and vintage, then compare boilerplate on pro-ration mechanics, suspension and postponement triggers, redemption-fee structures (often a 2% short-holding-period fee), and pricing-date conventions. The output is a redline drafting bank used to align new notices with current market practice and prior staff-accepted phrasing.

5. Detecting mid-process term changes via amendment pairs

Diligence teams and reporters pair each N-23C3B/A with its original N-23C3B by matching entities[].cik and the cover-form notification date (amendments share no accession number with the original and are full replacements, not deltas). Diffing the two EX-1 bodies surfaces changes to offer percentage, pricing date, deadlines, or fee terms after the initial notice, which often signals operational stress or oversubscription and feeds onboarding decisions and beat reporting.

6. Constructing a longitudinal panel of discretionary repurchase activity since 1997

Academic researchers iterate every monthly ZIP from 1997 forward, key each accession by entities[0].cik and filedAt, and parse EX-1 free text for offer date, target percentage, and pricing convention. The resulting panel supports empirical work on interval-fund growth, the relationship between fund flows and discretionary buyback frequency, and the welfare effects of the two-year frequency cap.

7. Anticipating sponsor bids in non-listed secondary markets

Specialist firms running matched-bargain trading in non-listed closed-end and interval fund shares ingest each new N-23C3B as it lands, extract the offer date and target percentage from the EX-1, and adjust their own discount-to-NAV bid sheets in the weeks before the sponsor's repurchase pricing date. The data also informs inventory hedging where the firm holds shares it expects to tender into the offer.

8. Cross-referencing repurchase notifications with execution outcomes

A fund-liquidity researcher links each N-23C3B record to the issuing fund's subsequent N-CSR or N-CSRS via the shared cik and 811-/817- file number, joining the announced offer percentage to the actually-tendered and actually-repurchased share counts disclosed retrospectively in the shareholder report. The join produces a fill-rate and proration history per fund that feeds liquidity-risk models and credibility scoring of marketed redemption profiles.

Dataset Access

Dataset Index JSON API: https://api.sec-api.io/datasets/form-n23c3b-files.json Returns dataset metadata (name, description, last updated timestamp, earliest sample date, total records and total size, covered form types, container format, and file types), the download URL for the entire dataset, and the list of monthly ZIP containers with per-container size, record count, updated timestamp, and download URL. Use this endpoint to monitor which containers changed in the most recent refresh and decide which containers to download on a day-by-day basis. This endpoint does not require an API key.

Example response:

          1
          {
        

          2
            "datasetId": "1f13365b-9ae0-69d1-bfb8-4db4e4dac70b",
        

          3
            "datasetDownloadUrl": "https://api.sec-api.io/datasets/form-n23c3b-files.zip",
        

          4
            "name": "Form N-23C3B Files Dataset",
        

          5
            "updatedAt": "2026-04-15T12:26:03.145Z",
        

          6
            "earliestSampleDate": "1997-09-01",
        

          7
            "totalRecords": 505,
        

          8
            "totalSize": 3066889,
        

          9
            "formTypes": ["N-23C3B", "N-23C3B/A"],
        

          10
            "containerFormat": "ZIP",
        

          11
            "fileTypes": ["TXT", "JSON", "HTML"],
        

          12
            "containers": [
        

          13
              {
        

          14
                "downloadUrl": "https://api.sec-api.io/datasets/form-n23c3b-files/2026/2026-03.zip",
        

          15
                "key": "2026/2026-03.zip",
        

          16
                "size": 13818783,
        

          17
                "records": 154,
        

          18
                "updatedAt": "2026-04-15T12:26:03.145Z"
        

          19
              }
        

          20
            ]
        

          21
          }
        

Download Entire Dataset: https://api.sec-api.io/datasets/form-n23c3b-files.zip?token=YOUR_API_KEY Downloads the complete dataset archive containing every monthly container from September 1997 to the present in a single ZIP file. This endpoint requires an API key.

Download Single Container: https://api.sec-api.io/datasets/form-n23c3b-files/2026/2026-03.zip?token=YOUR_API_KEY Downloads one monthly container ZIP, useful for incremental updates or when only a specific month is needed. Replace the year and month in the path to target a different container. This endpoint requires an API key.

Frequently Asked Questions

What form does this dataset cover?

The dataset covers Form N-23C3B and its amendment variant N-23C3B/A — the EDGAR filing through which a registered closed-end investment company notifies the Commission of a discretionary share repurchase offer authorized under Rule 23c-3(c) of the Investment Company Act of 1940.

What does one record in this dataset represent?

One record is a single accepted EDGAR submission on Form N-23C3B or N-23C3B/A, materialised as one accession-level folder named after the 18-digit accession number with the dashes stripped. The folder bundles the cover-form questionnaire, the EX-1 shareholder-notification exhibit, any additional exhibits, the complete SGML submission text file, and a parsed metadata.json header.

Who is required to file Form N-23C3B?

The legal filer is the fund itself — a registered closed-end management investment company (predominantly interval funds and other non-listed closed-end funds) whose board has authorized a discretionary repurchase offer under Rule 23c-3(c). The fund's adviser, distributor, and transfer agent are not the filing entity, and listed closed-end funds, mutual funds, ETFs, unit investment trusts, and most BDCs do not appear in this dataset.

When is Form N-23C3B filed?

The filing is event-driven, not periodic. It is made in connection with the shareholder-notification process for a board-authorized discretionary repurchase offer, and Rule 23c-3(c) imposes a two-year minimum interval between successive discretionary offers by the same fund, so filings from any one fund are sparse.

How does Form N-23C3B differ from Form N-23C3A and Form N-23C3C?

N-23C3A covers periodic repurchase offers mandated by a fund's fundamental policy under Rule 23c-3(b), filed on a fixed schedule. N-23C3B covers standalone discretionary, board-initiated offers under Rule 23c-3(c) with the two-year frequency cap. N-23C3C covers combined notifications when a periodic offer and a discretionary offer are conducted simultaneously. The same form template is used for all three; the operative selection is the checkbox at item 4 of the cover form, and the variant is recorded in the formType field of metadata.json.

What file format is the dataset distributed in?

The dataset is distributed as monthly ZIP archives partitioned by year (<year>/<year>-<month>.zip). Inside, each accession is its own subdirectory containing a metadata.json header and the original EDGAR documents wrapped in their SGML envelope. File types in the dataset are TXT, JSON, and HTML; image attachments are excluded and Form N-23C3B does not carry XBRL data.

How should amendments (N-23C3B/A) be handled relative to originals?

Amendments are full self-contained replacement submissions, not deltas. They reuse the same folder and document layout as originals, with only the formType value and accession metadata changing. Pairing an amendment to its original requires matching by filer CIK and notification date rather than by accession number, and an amendment does not constitute a new discretionary offer or restart the two-year clock under Rule 23c-3(c).