Form N-23C3C Files Dataset

The Form N-23C3C Files Dataset is a collection of EDGAR submissions in which registered closed-end investment companies — most commonly interval funds and other periodic-repurchase vehicles — notify the SEC that they are making a repurchase offer of their own shares under Rule 23c-3 of the Investment Company Act of 1940. Each record corresponds to exactly one EDGAR submission of Form N-23C3C or its amendment variant Form N-23C3C/A, keyed by the SEC's 18-digit accession number and materialized as an accession-numbered folder containing a metadata.json header alongside the textual document(s) of the filing. The dataset starts on 1998-03-01, covers the form types N-23C3C and N-23C3C/A, and is distributed as monthly ZIP containers (YYYY/YYYY-MM.zip) holding TXT, JSON, HTML, and PDF files. Filings are filed by the fund itself, contemporaneously with the shareholder notification, no less than 21 and no more than 42 days before the repurchase request deadline.

Dataset APIs

Dataset Files

What This Dataset Contains

The dataset is the per-event notification stream that Rule 23c-3 produces. Rule 23c-3 carves out an exemption from the Investment Company Act's general prohibition on a closed-end fund repurchasing its own shares: it permits periodic repurchase offers at net asset value on specified pricing dates, provided that the fund's board has adopted a fundamental policy stating the percentage of outstanding shares the fund will offer to repurchase and the periodicity — typically three, six, or twelve months — of those offers. Form N-23C-3 is the notification mechanism by which a closed-end fund tells the SEC that it is making such an offer, and the same notification is sent to shareholders.

The form covers three operational variants, distinguished by which paragraph of Rule 23c-3 the offer is being made under: a periodic repurchase offer under paragraph (b), a discretionary repurchase offer under paragraph (c), and a combined periodic-and-discretionary offer where a fund supplements its scheduled repurchases with an additional board-authorized discretionary offer. Form N-23C3C/A is the amendment variant, used to correct, supplement, or update a previously submitted notification — typically to adjust dates, percentages, signature blocks, or supporting exhibits.

The body of a notification is a structured question-and-answer disclosure. It identifies the fund and its Investment Company Act file number, states the type of repurchase offer being made, the pricing date(s), the deadline for tendering shares, the percentage of outstanding shares subject to the repurchase, the NAV computation methodology, any applicable repurchase fee (capped by rule at two percent of NAV), the procedures shareholders must follow to tender shares, and the circumstances under which the offer may be suspended or postponed by the fund's board. Filings often attach the formal shareholder notification document, the letter of transmittal or repurchase request form, and a cover letter or board-authorization text as exhibits. Records are sharded by filed-month into ZIP containers, with one accession-numbered subfolder per filing made in that month.

Content Structure of a Single Record

Inside the per-record folder, two layers coexist: a structured machine-readable header file and one or more human-readable filing documents.

The structured layer is metadata.json. It carries filing-level identifiers (form type, accession number, filed-at timestamp with timezone offset, period of report, a human-readable form description, and URLs back to the EDGAR landing page, the SGML full-submission text, and the primary document). It also carries two nested arrays of operational substance: documentFormatFiles[], enumerating every attachment to the submission, and entities[], enumerating each party named on the SGML cover. Two further arrays — seriesAndClassesContractsInformation[] and dataFiles[] — are present in the schema and are populated only when a registrant uses EDGAR's series/class identification scheme or files structured data files alongside the textual notification.

The document layer is the primary filing document. In modern submissions this is an HTML file wrapped in a small SGML envelope. The SGML wrapper exposes document-level EDGAR metadata via <TYPE>, <SEQUENCE>, <FILENAME>, and <DESCRIPTION> tags, and its <TEXT> element holds the rendered HTML of the notification. Within that HTML the form's questions and answers are typically laid out as a sequence of numbered tables, one item per table, with verbose inline CSS produced by filing-agent tooling such as Broadridge's EDGARfilings PROfile. The substantive answers exist only as text inside HTML table cells; the dataset does not synthesize a parallel XML or JSON serialization of the form's question values.

metadata.json — filing-level fields

• formType: either N-23C3C or N-23C3C/A, identifying the variant precisely.
• accessionNo: the canonical dashed 18-digit SEC accession identifier (the folder name uses the undashed form).
• id: an opaque internal record identifier expressed as a hex digest.
• filedAt: ISO 8601 timestamp with timezone offset, capturing the EDGAR acceptance moment.
• periodOfReport: a date-only value, almost always coincident with the notification date.
• description: a human-readable expansion of the form code, for example Form N-23C3C/A - Notification of periodic repurchase offer [Rule 23c-3(b) and (c)]: [Amend]. The bracketed paragraph references inside this string are the most reliable structured indicator of which Rule 23c-3 paragraph the notification is invoking, and the trailing [Amend] token flags amendments.
• linkToFilingDetails, linkToTxt, linkToHtml: URLs to the primary document, the SGML full-submission text, and the EDGAR filing-index landing page respectively.
• linkToXbrl: present in the schema but empty for this form type, because Rule 23c-3 notifications are not subject to inline-XBRL tagging.

metadata.json — documentFormatFiles[]

Each entry describes one item that was uploaded as part of the SGML submission. The fields are sequence (a string-numeric ordinal; the primary notification carries "1"), size (byte count as a string), documentUrl (absolute sec.gov URL to the original attachment), description (free-form, frequently the filer's own caption such as NOTIFICATION OF REPURCHASE OFFER), and type (the EDGAR exhibit-type code — most commonly N-23C3C or N-23C3C/A for the primary document and GRAPHIC for embedded image files). The final entry is a synthetic pseudo-entry representing the complete-submission text file that EDGAR auto-assembles from all attachments; it is identifiable by a single-space character in both sequence and type and should be filtered out before iterating over real attachments.

metadata.json — entities[]

Each entry is one party named on the SGML submission header. A typical N-23C3C filing carries a single "Filer" entity representing the registered investment company; series trusts may show multiple entities or include "Subject Company" rows. Per-entity fields are:

• companyName — with the role appended in parentheses, e.g. Tortoise Tax-Advantaged Social Infrastructure Fund, Inc. (Filer).
• cik — 10-digit zero-padded.
• fileNo — the Investment Company Act file number, typically in the 811- series (e.g. 811-23318) for registered investment companies, occasionally 817- for older registrants.
• irsNo — zeros when absent.
• stateOfIncorporation — two-letter U.S. state code; Maryland and Delaware predominate for closed-end funds.
• act — the registration-act code, almost always 40 (Investment Company Act of 1940).
• filmNo — EDGAR document filing number.
• type — mirrors the parent formType.
• tickers[] — list of ticker symbols; frequently empty for non-listed interval funds.

The SGML/HTML primary document

The primary document is wrapped in EDGAR SGML tags so that the file is standalone self-describing. Opening <DOCUMENT>, <TYPE>, <SEQUENCE>, <FILENAME>, and <DESCRIPTION> elements precede a <TEXT> block whose body contains an <html> document. Inside the HTML, the substantive form content is rendered as a sequence of numbered question rows. The items normally appearing, in their conventional order, are:

1. The Investment Company Act file number (the 811- file).
2. The date of the notification.
3. The exact name of the investment company as it appears on the register.
4. The address of the fund's principal executive office.
5. Identification of the type of offer (periodic under 23c-3(b), discretionary under 23c-3(c), or a combined offer).
6. The repurchase pricing date and the timetable for the tender deadline, the pricing computation, and the payment date.
7. The percentage of outstanding shares being offered for repurchase.
8. The repurchase fee, if any, that the fund will deduct (capped at 2% of NAV).
9. The means by which the fund will determine net asset value for the repurchase.
10. The procedures shareholders must follow to tender shares, including any required forms or instructions.
11. The conditions under which the fund may suspend or postpone the offer, paralleling the suspension grounds enumerated in Rule 23c-3 itself (NYSE closure, suspension of trading, SEC-declared emergencies, and other specified circumstances).
12. The signature block, naming the officer signing on behalf of the fund and the date of signature.

The notification is frequently followed within the same HTML document, or in companion attachments, by the formal shareholder notice, the letter of transmittal, the repurchase request form, and occasionally a board resolution authorizing a discretionary offer.

What is included in each record

Each record folder contains the metadata.json header and the textual documents of the submission as filed: the primary notification HTML inside its SGML envelope, and any additional textual exhibits that accompanied the submission. The metadata enumerates every original attachment (including graphics) along with its EDGAR URL, preserving a complete inventory of the submission even when some files are not bundled into the folder.

What is excluded

Binary image attachments — files carrying the GRAPHIC type code in the SGML submission, typically logos or scanned signatures — are listed in documentFormatFiles[] but are not unpacked into the folder. They remain available at the documentUrl recorded in metadata. The dataset also does not synthesize a structured representation of the form's substantive answers: the question values live only as text inside the HTML tables of the primary document, and any field-level extraction (pricing date, percentage offered, fee, suspension conditions) requires HTML parsing. The linkToXbrl field and the dataFiles[] array remain empty for this form type because Rule 23c-3 notifications carry no XBRL data.

Changes in required content and form structure over time

Rule 23c-3 was adopted by the SEC in 1993 to create the modern interval-fund framework, and Form N-23C-3 has been the operational notification vehicle since then. Three points of evolution are material to the dataset.

First, the form's three-variant codification (paragraph (b), paragraph (c), and the combined notification) hardened during the late 1990s as interval-fund product design matured; the granular N-23C3C / N-23C3C/A form-code typing on EDGAR is the artifact of that classification.

Second, the EDGAR series-and-class identification scheme, introduced in the mid-2000s, gave the system a mechanism for tagging the specific series within a fund complex to which a notification pertains. Earlier records have seriesAndClassesContractsInformation[] empty; later records, especially those filed by series-trust complexes, populate this block with series and class identifiers.

Third, the substantive disclosures required on the form have remained essentially stable because Rule 23c-3's requirements themselves have remained stable: identification of the fund, pricing date and timetable, percentage of shares offered, fees, NAV computation, tendering procedures, and suspension conditions. Most variation across the dataset's time span reflects formatting and filer-agent presentation conventions rather than changes in required content.

Changes in data format over time

Filings from the earliest years of the dataset were submitted in EDGAR's then-standard ASCII text format: a single SGML-wrapped plain-text file in which the question-and-answer layout was achieved with line breaks, fixed-width spacing, and dashed rules. Over the early 2000s the predominant primary-document format shifted to HTML, and by the early 2010s nearly all notifications are filed as HTML produced by filing agents such as Broadridge (EDGARfilings PROfile), Donnelley, or Workiva. Modern HTML primary documents are visually rich but structurally idiosyncratic — content is carried inside deeply nested <div> and <table> elements with verbose inline CSS rather than semantic markup. A small tail of filings is submitted as PDF attachments (image-style scans of paper notifications), preserving a residue of non-HTML primary content in the later years.

Across every era the outer SGML document wrapper has remained constant, so the <TYPE> / <SEQUENCE> / <FILENAME> / <DESCRIPTION> / <TEXT> envelope is a reliable boundary for separating filing-level header metadata from document body content.

Interpretation and extraction notes

• Amendments lack an explicit predecessor pointer. The formType value distinguishes original notifications (N-23C3C) from amendments (N-23C3C/A), but the form does not embed a reference to the prior notification being amended; reconciling an amendment with its predecessor requires joining on CIK, file number, and proximate filing dates.
• Variant identification. The bracketed paragraph reference inside the description field ([Rule 23c-3(b)], [Rule 23c-3(c)], or [Rule 23c-3(b) and (c)]) is the most reliable structured indicator of whether the notification is invoking the periodic, discretionary, or combined variant. The substantive answer in the HTML body should agree with this token.
• Series-trust nuance. The entities[] array reports the filing entity as recorded on the SGML cover; series-trust filers sometimes list the umbrella registrant rather than the specific series. The series identification is then carried separately in seriesAndClassesContractsInformation[] when present.
• Ticker unreliability. Many interval funds are not exchange-listed; an empty tickers[] array does not imply the absence of a ticker but only that none was recorded on the cover.
• Synthetic submission-text entry. The final entry in documentFormatFiles[], with a single-space sequence and type, is the auto-assembled complete-submission text file and should be filtered out before iterating over real attachments.
• Field-level extraction requires HTML parsing. No structured representation of pricing date, percentage offered, repurchase fee, NAV methodology, tendering procedures, or suspension conditions exists in the record. These values must be parsed out of the numbered tables in the primary HTML document, and the inline-CSS-heavy markup produced by Broadridge and similar filing agents requires layout-aware parsing rather than naive tag-stripping.
• Record size. Because Rule 23c-3 notifications are short and operational, the typical primary document runs from a few kilobytes to low tens of kilobytes, and individual record folders are correspondingly small.

Who Files or Publishes This Dataset, and When

Each record is filed by a registered closed-end management investment company conducting a repurchase offer for its own shares under Rule 23c-3 of the Investment Company Act of 1940. The fund itself is the filer, acting through its officers and counsel in its capacity as a registered investment company. The submission transmits to the Commission the same notification of repurchase offer that is sent to shareholders.

Filer population

Eligible filers are limited to closed-end funds whose fundamental policies authorize Rule 23c-3 repurchase offers:

• Interval funds that make periodic repurchase offers at fixed intervals (every three, six, or twelve months) under Rule 23c-3(b). These funds produce the bulk of N-23C3C filings, since each scheduled offer generates a new notification.
• Discretionary repurchase funds that make offers from time to time when authorized by the board under Rule 23c-3(c) (permitted no more frequently than every two years and requiring shareholder approval of the underlying fundamental policy).
• Multi-class closed-end funds operating under Rule 23c-3 that conduct simultaneous repurchase offers across share classes.

Who does not file

Funds repurchasing shares outside the Rule 23c-3 framework do not use this form:

• Open-end funds (mutual funds) redeem daily under Section 22 of the 1940 Act.
• Listed closed-end funds doing open-market buybacks under Rule 23c-1 file Form N-23C-1, not N-23C3C.
• Closed-end funds running an issuer tender offer under Section 13(e) and Rule 13e-4 of the Exchange Act file Schedule TO.
• Business development companies (BDCs) repurchasing shares typically proceed under Rule 13e-4 and Schedule TO.
• The fund's adviser, distributor, and tendering shareholders are never filers, even though they participate in the underlying transaction.

Triggering event

A filing is triggered by the commencement of a specific repurchase offer, not by a periodic reporting calendar:

• Periodic offers (Rule 23c-3(b)): each scheduled offer cycle is its own trigger. The fund's fundamental policy fixes the interval and the request-submission timing.
• Discretionary offers (Rule 23c-3(c)): the trigger is board authorization of a specific offer combined with dissemination to shareholders.

In both cases, the operative event is the act of making the offer and sending shareholders the notification.

Timing

Timing follows the Rule 23c-3 offer mechanics, not Exchange Act filer categories:

• The shareholder notification of repurchase offer is sent no less than 21 days and no more than 42 days before the repurchase request deadline.
• The fund files Form N-23C3C with the Commission contemporaneously with that notification, as required by Rule 23c-3(b)(2)(i) (and (c)(2) for discretionary offers).
• The repurchase pricing date must occur no later than 14 days after the request deadline, subject to limited exceptions.
• Filings therefore precede the actual pricing date and tender deadline.
• Interval funds produce a recurring sequence of filings; discretionary funds file on an event-driven basis with no fixed cadence.

Amendments

Form N-23C3C/A amends a previously submitted notification, typically to correct or update:

• the percentage of outstanding shares subject to repurchase,
• the repurchase pricing date or request deadline,
• the fee description or repurchase procedures,
• suspension or postponement conditions, or
• identifying information about the fund or share class.

An amendment preserves the link to the original offer and does not itself create a new offer. A material change to the offer terms may instead require an entirely new offer, a determination governed by Rule 23c-3 and SEC staff guidance.

Regulatory citations

• Section 23(c) of the Investment Company Act of 1940 is the statutory anchor, restricting closed-end company repurchases of their own securities except as permitted by Commission rule.
• Rule 23c-3 (adopted in 1992, Investment Company Act Release No. 19399) authorizes periodic and discretionary repurchase offers at net asset value.
• Rule 23c-3(b) governs periodic offers; Rule 23c-3(c) governs discretionary offers.
• Rule 23c-3(b)(2)(i) and (c)(2) require the notification to be filed with the Commission. The prescribed cover form is Form N-23C-3, which appears on EDGAR as N-23C3C (original) and N-23C3C/A (amendment).

Historical scope

The earliest Form N-23C3C filings on EDGAR date from March 1998, reflecting the small interval-fund population in the rule's early years and the phased EDGAR mandate for investment company forms. Because the rule itself postdates EDGAR, there is no meaningful pre-EDGAR paper history for this form. The filing is a mandatory standalone notification, not a furnishing, exhibit, or extraction from a broader periodic report.

How This Dataset Differs From Similar Datasets or Filings

Form N-23C3C occupies a narrow slice of investment-company disclosure: per-event notifications of repurchase offers made by registered closed-end funds operating under Rule 23c-3 of the Investment Company Act of 1940. Several adjacent filings address closely related activity — funds or issuers buying back their own shares — and are easy to confuse with it. The distinctions turn on three axes: the filer population (registered closed-end fund versus operating company), the legal regime invoked (Rule 23c-3 versus Section 23(c) tender offers versus Section 23(c) calls/redemptions), and the disclosure mode (prospective per-event notice versus retrospective aggregated report).

Form N-23C-2 — notice of intention to call or redeem securities

The nearest sibling. Same filer population (closed-end funds), same family of notice filings under Section 23(c). The boundary is the legal mechanism: Form N-23C-2 covers calls or redemptions of securities according to their stated terms (typically preferred shares or debt), while N-23C3C covers repurchase offers at NAV under the Rule 23c-3 exemption. The disclosed fields differ accordingly: N-23C-2 reports call mechanics and security terms; N-23C3C reports pricing dates, tender deadlines, percentage of shares offered, NAV methodology, fees, and suspension conditions.

Form N-23C-1 — issuer repurchase notification (older track)

Belongs to the same N-23C notification family but is the legacy vehicle for fund share repurchases outside the Rule 23c-3 regime. A fund relying on Rule 23c-3 does not file N-23C-1; a fund repurchasing shares under a different statutory pathway does not file N-23C3C. The two are mutually exclusive for any given repurchase event.

Schedule TO — issuer tender offers under Rule 13e-4

The Exchange Act tender-offer regime, used by listed closed-end funds that conduct self-tenders outside Rule 23c-3 (notably discretionary one-off buybacks by traded closed-end funds). Rule 23c-3 exists precisely as an exemption from Rule 13e-4, so the two regimes are mutually exclusive per offer. Schedule TO is substantially heavier: full offer-to-purchase document, Exchange Act timing rules, amendment cascade. N-23C3C is a short procedural notice with no offer-to-purchase. Mapping all closed-end fund self-repurchase activity requires both datasets.

Form N-2 — closed-end fund registration statement

The constitutional document. Form N-2 establishes that the fund has adopted a fundamental Rule 23c-3 policy and sets the standing parameters (periodicity, minimum/maximum percentage range). N-23C3C is the operational notice that the fund is actually executing one offer under that policy, with the specific dates and terms for that round. N-2 answers "does this fund run a 23c-3 program and on what terms"; N-23C3C answers "when and how is the next offer happening."

Form N-CSR / N-CSRS — certified shareholder reports

Retrospective and aggregated. Form N-CSR (annual) and Form N-CSRS (semi-annual) record the financial result of repurchase activity in the notes and MD&A — shares acquired, dollars paid, impact on NAV — typically aggregated across multiple events in the period. N-23C3C is prospective and per-event: one filing per offer, before the pricing date, with no settlement results. A single N-CSR commonly references several offers that each have their own N-23C3C filing. Neither substitutes for the other.

Form N-CEN — annual investment-company census

Structured annual census data. Useful for identifying the population of funds that operate a 23c-3 program (via the interval-fund and repurchase indicators), but contains no per-offer detail. Form N-CEN is a frame; N-23C3C is the event stream within that frame.

Form 10-Q / 10-K Item 703 issuer repurchase tables

Different filer population and different legal regime. Item 703 of Regulation S-K requires operating companies to disclose monthly share buybacks (open-market or program purchases) in their Exchange Act periodic reports. The surface concept — issuer buying its own shares — looks similar, but Item 703 is retrospective monthly counts by an operating-company filer, while N-23C3C is a prospective notice by a registered closed-end investment company of a discrete NAV-based repurchase offer. The filer sets and the transaction mechanics are disjoint.

Key differences at a glance

• Regime: N-23C3C is specific to Rule 23c-3 (exemption from tender-offer rules). N-23C-2 is Section 23(c) calls/redemptions. Schedule TO is Rule 13e-4 tender offers. Item 703 is Exchange Act periodic reporting.
• Filer: N-23C3C, N-23C-2, N-2, N-CSR, N-CEN all apply to registered investment companies. Schedule TO is filed by any issuer (including funds outside Rule 23c-3). Item 703 applies to operating companies.
• Timing: N-23C3C is prospective, filed before the pricing date of one specific offer. N-CSR/N-CSRS and Item 703 are retrospective. N-2 and N-CEN are standing documents.
• Granularity: N-23C3C is event-level (one filing per offer). N-CSR aggregates offers across a reporting period. N-CEN aggregates at the annual fund level.
• Content depth: N-23C3C carries pricing date, tender deadline, percentage offered, NAV methodology, fees, tender procedures, and suspension conditions — and nothing else. Schedule TO carries far more (full offer-to-purchase, financial information, amendments).

Boundary summary

Form N-23C3C is uniquely the prospective, per-offer, procedural notification that a registered closed-end fund issues each time it executes a repurchase offer under Rule 23c-3. It is the only SEC dataset that captures, at event granularity, the specific pricing date, tender procedures, percentage offered, and suspension conditions of an individual 23c-3 offer. N-23C-2 covers a different repurchase mechanism, Schedule TO covers the alternative (non-exempt) regime, N-CSR/N-CSRS report outcomes after the fact, N-2 and N-CEN describe the standing program, and Item 703 disclosures concern a disjoint filer population. None of these substitutes for N-23C3C when the question concerns the terms of a specific Rule 23c-3 repurchase offer.

Who Uses This Dataset

N-23C3C notices are narrow but operationally critical, anchoring compliance, fund operations, board governance, advisor workflows, and secondary-market liquidity analysis for closed-end and interval funds.

Fund compliance officers

Chief compliance officers and Rule 38a-1 staff at closed-end and interval fund complexes confirm each repurchase offer was noticed under Rule 23c-3(b) for periodic offers or 23c-3(c) for discretionary offers. They key on the cited rule subsection, request deadline, pricing date, and repurchase percentage to populate compliance calendars, attestation files, and the annual CCO report.

Fund counsel and disclosure attorneys

In-house counsel and outside investment-management lawyers mine prior N-23C3C and N-23C3C/A filings as drafting precedent when launching an interval fund or amending an offer. They compare tender procedures, withdrawal rights, proration mechanics, repurchase fee schedules, and suspension conditions across peers, and review amendments to see how others communicate scope or timing changes.

Fund board secretaries and governance staff

Board secretaries tie each notice back to the underlying board authorization. They use offer type (periodic vs. discretionary), pricing date, and percentage of outstanding shares to cross-reference board minutes, resolutions, and the fund's adopted 23c-3 policy for board books and examination response files.

Transfer agents and shareholder services operations

Tender-processing teams treat the notice as an operational schedule. They use the request deadline, pricing date, payment deadline, tender procedures, minimum tender amounts, withdrawal rights, and proration formula to size call-center staffing, configure recordkeeping queues, and produce confirmations and proration notices.

Fund accounting and NAV teams

Pricing and fund accounting groups use the pricing date and maximum repurchase percentage to schedule the NAV strike and pre-position liquidity. Disclosures about borrowings or designated liquidity reserves feed cash-management plans, securities-sale schedules, and same-day NAV validation.

Portfolio managers and fund treasury staff

Portfolio managers size expected outflows from the repurchase percentage and historical oversubscription patterns across a fund's prior filings. The data informs rebalancing, credit-line draws, and maintenance of the 100 percent liquid-asset cover required by the rule.

Secondary-market and liquidity analysts

Analysts covering unlisted closed-end, interval, and tender-offer funds treat the dataset as a structured calendar of liquidity windows. Offer frequency, pricing dates, repurchase percentages, and deviations such as enhanced offers or pro-rata cuts feed liquidity scoring, redemption-adjusted performance attribution, and exit-constraint models in private-wealth allocations.

Financial advisors and wealth-platform operations

Advisors and private-bank operations staff holding interval or tender-offer funds for clients use the tender deadline, repurchase cap, and fee schedule to time client communications, pre-stage tender forms, and reconcile redemption requests against announced proration outcomes.

SEC examiners and Division of Investment Management staff

Examiners verify each offer was noticed at least 21 days before the request deadline and matched the fund's adopted policy. They focus on filing date versus deadline, cited rule subsection, offered percentage, and amendment patterns to support routine exams, interval-fund sweeps, and screening for suspended or postponed offers.

Academic researchers on fund liquidity

Financial-economics and securities-regulation researchers use offer type, repurchase percentages, fee schedules, and offer-frequency distributions to study Rule 23c-3 as a liquidity mechanism, interval-fund substitutability for listed closed-end funds, and welfare effects of proration when offers are oversubscribed.

Fund-data vendors and advisor-tool engineering teams

Data engineering teams at fund-data providers and wealth-platform vendors ingest CIK, offer type, pricing date, request deadline, repurchase percentage, and fee schedule to power tender-alert feeds, redemption-window dashboards, and CRM integrations for advisor model-portfolio governance.

Credit analysts and counterparty risk teams

Lenders and prime brokers extending credit to closed-end and interval funds size repurchase-driven liquidity needs from the maximum repurchase percentage, pricing-date cadence, and disclosed borrowing or reserve practices. The data supports covenant monitoring, credit-line sizing, and counterparty exposure reviews.

The same small notice therefore serves parallel workflows: compliance and legal staff use it as attestation and drafting evidence; operations, accounting, and treasury treat it as a scheduled-event feed; boards use it as authorization documentation; advisors and analysts use it as a tender calendar; examiners and academics use it as a structured record of how Rule 23c-3 is used in practice.

Specific Use Cases

The following workflows show how the dataset's per-event record content is put to work across compliance, fund operations, secondary-market analytics, fintech, and academic research.

1. Verifying the 21-day notice requirement across an interval-fund complex

A closed-end fund CCO or SEC examiner reconciles every repurchase offer against Rule 23c-3's minimum 21-day notice window. They iterate the dataset by CIK and entities[].fileNo (the 811- file number), pull filedAt from metadata.json, parse the request deadline out of the numbered question tables in the primary HTML, and compute the gap. The output is an exception list of filings where the notice-to-deadline interval is short, with accession URLs linked back through linkToFilingDetails for examiner workpapers or the annual CCO report.

2. Building a forward-looking tender-window calendar for advisor platforms

A fintech data team at a wealth platform ingests the dataset into a tender-alert feed. For each record they extract entities[].companyName, cik, the bracketed Rule 23c-3 paragraph token from description (to flag periodic vs. discretionary), and the pricing date, request deadline, payment date, and repurchase percentage parsed from the primary document. Output: a per-fund calendar table feeding CRM reminders, advisor dashboards, and pre-staged tender forms for clients holding interval-fund positions.

3. Drafting precedent search for new interval-fund launches

Investment-management counsel preparing a new interval fund or amending an existing offer mines prior filings as precedent. They filter on formType (N-23C3C vs. N-23C3C/A), peer-fund CIKs, and the Rule 23c-3 paragraph reference, then pull tender procedures, withdrawal rights, proration mechanics, fee schedules (capped at 2% of NAV), and suspension-conditions language directly from the question-12 tables. Output: a clause comparison memo and a redline of the client's draft against peer language.

4. Reconciling amendments with their original notifications

Because N-23C3C/A filings carry no embedded pointer to the prior notification, fund operations and governance teams build the join themselves. They group records by CIK plus entities[].fileNo plus proximate filedAt/periodOfReport, then diff the parsed pricing date, percentage offered, and signature block between the original and the amendment. Output: an audit trail showing what changed (typically dates, percentages, or exhibits) for board books and exam response files.

5. Liquidity scoring for unlisted closed-end and interval funds

A secondary-market analyst building a liquidity-window model for private-wealth allocations treats the dataset as a structured calendar. For each fund (cik, entities[].fileNo), they compute offer cadence from the filedAt series, the per-offer repurchase percentage parsed from the HTML, and amendment frequency as a proxy for execution noise. Output: a fund-level liquidity score and a redemption-adjusted performance overlay, with funds whose offers were suspended or downsized flagged for exit-constraint scoring.

6. Academic study of proration and oversubscription under Rule 23c-3

A financial-economics researcher studying Rule 23c-3 as a liquidity mechanism assembles a panel keyed on CIK, pricing date, repurchase percentage offered, and fee. The dataset's per-event granularity is joined to N-CSR aggregated repurchase data and N-2 standing-policy parameters to identify offers that were oversubscribed and prorated. Output: regressions on offer-design choices (periodicity, percentage, fee) against subsequent oversubscription rates and fund-flow outcomes.

7. Cash-management and credit-line sizing for fund treasury

Fund accounting and treasury staff use the pricing date and maximum repurchase percentage from each notification to pre-position liquidity. Credit analysts at lenders to interval funds run the same extraction on the borrower's filing history to size committed credit lines and monitor liquidity covenants against the rule's 100% liquid-asset cover requirement. Output: a forward cash-flow schedule, securities-sale plan, and credit-line utilization forecast tied to each upcoming pricing date.

Dataset Access

The Form N-23C3C Files Dataset is available through a JSON index endpoint and as downloadable ZIP archives. The index endpoint exposes dataset metadata and the list of container files, while the archive endpoints deliver the actual filing contents.

Dataset Index JSON API: https://api.sec-api.io/datasets/form-n23c3c-files.json

This endpoint returns dataset-level metadata (name, description, last updated timestamp, earliest sample date, total records, total size, form types covered, container format, and file types), the download URL for the entire dataset, and the full list of container files. Each container entry includes its size, record count, last updated timestamp, and its own download URL. Poll this endpoint to monitor which containers have changed in the most recent refresh run and selectively download only the updated archives on a day-by-day basis. This endpoint does not require an API key.

Example response:

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          {
        

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            "datasetId": "1f13365b-9ae0-6a0d-adc8-f44af9e38ef3",
        

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            "datasetDownloadUrl": "https://api.sec-api.io/datasets/form-n23c3c-files.zip",
        

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            "name": "Form N-23C3C Files Dataset",
        

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            "updatedAt": "2026-04-15T18:24:33.989Z",
        

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            "earliestSampleDate": "1998-03-01",
        

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            "totalRecords": 102,
        

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            "totalSize": 1599080,
        

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            "formTypes": ["N-23C3C", "N-23C3C/A"],
        

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            "containerFormat": "ZIP",
        

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

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            "containers": [
        

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              {
        

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                "downloadUrl": "https://api.sec-api.io/datasets/form-n23c3c-files/2026/2026-03.zip",
        

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

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                "size": 13818783,
        

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                "records": 154,
        

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                "updatedAt": "2026-03-21T02:51:19.000Z"
        

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              }
        

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            ]
        

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          }
        

Download Entire Dataset: https://api.sec-api.io/datasets/form-n23c3c-files.zip?token=YOUR_API_KEY

Use this URL to download the complete dataset archive in a single request, containing every Form N-23C3C and N-23C3C/A filing from the earliest sample date (1998-03-01) onward. This endpoint requires an API key.

Download Single Container: https://api.sec-api.io/datasets/form-n23c3c-files/2026/2026-03.zip?token=YOUR_API_KEY

Use this URL to download a single monthly container archive instead of the full dataset. Container paths are listed under the containers array in the index JSON response. This endpoint requires an API key.

Frequently Asked Questions

What form does the Form N-23C3C Files Dataset cover?

The dataset covers Form N-23C-3 as it appears on EDGAR under the form-type codes N-23C3C (original notification) and N-23C3C/A (amendment). Both variants are notifications of repurchase offers made by registered closed-end investment companies under Rule 23c-3 of the Investment Company Act of 1940.

What does one record in this dataset represent?

A single record corresponds to exactly one EDGAR submission of Form N-23C3C or N-23C3C/A — one notification by a registered closed-end fund (most commonly an interval fund) that it is making a repurchase offer at NAV under Rule 23c-3. Each record is keyed by the SEC's 18-digit accession number and materialized as an accession-numbered folder containing a metadata.json header and the textual document(s) of the filing.

Who is required to file Form N-23C3C?

The fund itself files, acting through its officers and counsel. Eligible filers are limited to registered closed-end management investment companies whose fundamental policies authorize Rule 23c-3 repurchase offers — primarily interval funds making periodic offers under Rule 23c-3(b), discretionary repurchase funds making board-authorized offers under Rule 23c-3(c), and multi-class closed-end funds conducting simultaneous offers across share classes. Advisers, distributors, and tendering shareholders are never filers.

When is Form N-23C3C filed relative to the repurchase offer?

The notification is filed contemporaneously with the shareholder notice, no less than 21 days and no more than 42 days before the repurchase request deadline. The repurchase pricing date must occur no later than 14 days after the request deadline, so every N-23C3C filing precedes the actual pricing and tender deadline of the offer it describes.

How does this dataset differ from Schedule TO filings by closed-end funds?

Schedule TO is the Exchange Act tender-offer regime under Rule 13e-4, used by closed-end funds (particularly listed ones) that conduct self-tenders outside Rule 23c-3. Rule 23c-3 exists precisely as an exemption from Rule 13e-4, so the two regimes are mutually exclusive per offer. Schedule TO is substantially heavier — a full offer-to-purchase document with Exchange Act timing rules — while N-23C3C is a short procedural notice with no offer-to-purchase.

What file format is the dataset distributed in?

The dataset is distributed as monthly ZIP containers under the path pattern YYYY/YYYY-MM.zip, with one accession-numbered subfolder per filing made in that month. Inside each folder, metadata.json carries the structured header and the primary document is delivered as HTML inside an SGML envelope (TXT in early filings, with a small tail of PDF attachments in later years).

Is there a structured XBRL or JSON version of the form's answers?

No. The linkToXbrl field and the dataFiles[] array are empty for this form type because Rule 23c-3 notifications carry no XBRL data. The substantive answers — pricing date, percentage offered, repurchase fee, NAV methodology, tendering procedures, and suspension conditions — exist only as text inside numbered HTML tables in the primary document, and any field-level extraction requires layout-aware HTML parsing.