--- title: "Interval Fund | Altss Glossary" description: "An interval fund is a US registered closed-end fund that, under Investment Company Act Rule 23c-3, must offer to repurchase 5% to 25% of its outstanding…" canonical: "https://altss.com/glossary/interval-fund" --- Glossary · Fund / vehicle structure # Interval Fund Also called: Rule 23c-3 fund An interval fund is a US registered closed-end fund that, under Investment Company Act Rule 23c-3, must offer to repurchase 5% to 25% of its outstanding shares at net asset value every three, six or twelve months. Publisher: Altss LLC Published 2026-01-21 Content modified 2026-10-02 ALTSS-STRUCT-012 An interval fund lets investors hold less liquid assets, such as private credit or real estate debt, inside a registered fund. Investors cannot sell shares back on any day. Instead the fund must offer, on a fixed schedule, to buy back a set percentage of its shares. If more investors ask than the offer covers, each gets a pro rata portion. ## Jurisdiction and status US. An interval fund is a closed-end company registered under the Investment Company Act that makes periodic repurchase offers under Rule 23c-3 (17 CFR 270.23c-3), titled "Repurchase offers by closed-end companies" and last amended in August 2021. On 30 September 2026 the Securities and Exchange Commission (SEC) proposed changing how interval funds schedule repurchases, within a package on retail access to private markets. The proposal is not in force; the current Rule 23c-3 applies. ## Closed-end, not a mutual fund An interval fund is a [closed-end fund](https://altss.com/glossary/closed-end-fund), not an [open-end fund](https://altss.com/glossary/open-end-fund) or mutual fund: it does not issue redeemable securities. Its investors are shareholders, not limited partners. Its shares typically do not trade on a secondary market, and many interval funds offer their shares continuously at a price based on [NAV](https://altss.com/glossary/net-asset-value). ## How Rule 23c-3 works The rule is available to registered closed-end companies and to [business development companies (BDCs)](https://altss.com/glossary/business-development-company). The fund adopts a fundamental policy, changeable only by shareholder vote, that fixes the interval between repurchase offers (three, six or twelve months), the repurchase request deadlines or how they are set, and the maximum number of days from each deadline to the repurchase pricing date. Before each offer the directors set the offer amount, which must be 5% to 25% of the common stock outstanding on the request deadline. Shareholders are notified 21 to 42 days before the deadline. Shares are repurchased at the NAV on the pricing date, no later than 14 days after the deadline (or the next business day); NAV is computed at least weekly, and daily on the five business days before a deadline. Payment is due seven days after the pricing date, and the fund may deduct a repurchase fee of up to 2% of the proceeds. From the notice until the pricing date, assets equal to at least 100% of the offer amount must either mature by the payment deadline or be saleable, at about the value the fund gives them, within the period from request deadline to payment deadline. An offer may be suspended or postponed only by a vote of a majority of the directors, including a majority of those who are not interested persons, and only in the circumstances the rule lists. ## Proration, not a queue If tenders exceed the offer, the fund may buy a further amount of up to 2% of outstanding shares and must otherwise repurchase pro rata (with limited exceptions for small holdings). Requests that are not filled lapse; there is no carry-over queue. ## Leverage limits As a registered closed-end company, an interval fund may issue senior securities representing indebtedness only if its asset coverage is at least 300% immediately afterwards, and senior securities that are stock, such as preferred shares, only with asset coverage of at least 200% (Investment Company Act section 18(a)). ## Interval fund vs tender offer fund vs non-traded BDC An interval fund's repurchases are mandatory and scheduled. A tender offer fund repurchases only when its board decides to make an issuer tender offer under Rule 13e-4. A non-traded BDC usually provides liquidity through discretionary tender offers and is subject to BDC rules instead of registered-fund rules. Only the interval fund commits to liquidity in advance; the cost is the standing liquidity requirement around each offer. ## Worked example ### Illustrative oversubscribed repurchase offer A fund with 20m shares makes a 5% repurchase offer (1m shares). Shareholders tender 1.6m shares. The fund may repurchase up to an additional 2% of outstanding shares (0.4m); if it does, it buys 1.4m shares, and 1.4m ÷ 1.6m fills **87.5%** of each request. Unfilled shares are not queued: holders must tender again in the next offer. Examples are illustrative; figures are not market data. ## Not the same as - [Open-End Fund](https://altss.com/glossary/open-end-fund): An open-end fund issues redeemable securities that holders can present at any time; interval funds offer periodic, capped repurchases. - Tender Offer Fund: Tender offer funds repurchase at the board's discretion; interval funds must make repurchase offers on their fixed schedule. - [Redemption](https://altss.com/glossary/redemption): A redemption is an investor-initiated right; interval fund liquidity is a fund-initiated repurchase offer. ## How it is classified - It is an interval fund only if it is a registered closed-end fund with a Rule 23c-3 fundamental repurchase policy. - A fund making discretionary tender offers is a tender offer fund, whatever its marketing name. ## Common mistakes - Saying interval funds are "regulated like mutual funds". They are registered closed-end funds. - Describing repurchases as redemptions or as "quarterly or semi-annual windows" only; the rule allows 3, 6 or 12-month intervals. - Assuming unfilled repurchase requests join a queue; they lapse and must be resubmitted. - Calling interval fund investors "LPs". ## Sources 1. [17 CFR 270.23c-3 - Repurchase offers by closed-end companies (interval funds)](https://www.law.cornell.edu/cfr/text/17/270.23c-3). U.S. Securities and Exchange Commission (CFR text via eCFR; LII mirror), eCFR current as of 2026-09-29; last amended 2021-08-01. Status: in force (checked 2026-10-01). 17 CFR 270.23c-3(a)(1), (a)(3)-(a)(5), (b) introductory text, (b)(1)-(b)(5), (b)(7), (b)(10)(i) — supports: Availability to registered closed-end companies and BDCs; intervals of 3, 6 or 12 months; 5-25% offer amount set by the directors; pricing date within 14 days (or the next business day) and payment seven days after it; 2% fee; fundamental policy; suspension vote; 21-42 day notice; additional 2% and proration; NAV computation; 100% liquidity requirement 2. [15 U.S.C. 80a-5 - Subclassification of management companies (ICA s.5)](https://www.law.cornell.edu/uscode/text/15/80a-5). U.S. Congress (US Code via LII), Current US Code text as published by LII (accessed 2026-10-01). Status: in force (checked 2026-10-01). Sec. 5(a)(1)-(2) — supports: An open-end company issues redeemable securities; a closed-end company is any other management company 3. [15 U.S.C. 80a-18 - Capital structure of investment companies (ICA s.18)](https://www.law.cornell.edu/uscode/text/15/80a-18). U.S. Congress (US Code via LII), Current US Code text as published by LII (accessed 2026-10-01). Status: in force (checked 2026-10-01). Sec. 18(a)(1)(A), (a)(2)(A) — supports: Asset coverage of 300% for debt and 200% for preferred stock issued by a registered closed-end company 4. [Interval Fund (glossary)](https://www.investor.gov/introduction-investing/investing-basics/glossary/interval-fund). U.S. Securities and Exchange Commission (Investor.gov), Accessed 2026-10-01. Status: current (checked 2026-10-01). Glossary entry — supports: Interval funds periodically offer to repurchase a stated portion of shares; shareholders need not accept; shares typically do not trade on a secondary market and may be offered continuously at NAV 5. [17 CFR 240.13e-4 - Tender offers by issuers](https://www.law.cornell.edu/cfr/text/17/240.13e-4). U.S. Securities and Exchange Commission (CFR text via eCFR; LII mirror), eCFR current as of 2026-09-29; last amended 2019-01-14. Status: in force (checked 2026-10-01). 17 CFR 240.13e-4 — supports: Issuer tender offers used by tender offer funds 6. [SEC Proposes Amendments to Expand Responsible Retailization of Private Markets (press release 2026-96)](https://www.sec.gov/newsroom/press-releases/2026-96-sec-proposes-amendments-expand-responsible-retailization-private-markets). U.S. Securities and Exchange Commission, 2026-09-30. Status: proposed (checked 2026-10-01). Press release 2026-96 — supports: Proposed interval fund repurchase modernisation of 30 September 2026 (proposal only) ## Related terms 5 terms - [Semi-Liquid Fund](https://altss.com/glossary/semi-liquid-fund) - [Business Development Company (BDC)](https://altss.com/glossary/business-development-company) - [Evergreen Fund](https://altss.com/glossary/evergreen-fund) - [Net Asset Value (NAV)](https://altss.com/glossary/net-asset-value) - [Closed-End Fund](https://altss.com/glossary/closed-end-fund) ## Referenced by 2 terms - [Alternative Investments (Alternative Assets)](https://altss.com/glossary/alternative-assets) - [Open-End Fund](https://altss.com/glossary/open-end-fund) ## Concept record Concept ID ALTSS-STRUCT-012 Classification Fund / vehicle structure · Legal, regulatory & tax Topics Fund structures Jurisdiction US Version 2.0.0 Last reviewed 2026-10-02 Structured data [JSON](https://altss.com/reference/concepts/interval-fund.json) Source check Legal and regulatory statements checked against the cited primary sources on 2026-10-02 ([how](https://altss.com/methodology)). General information, not advice. ## Canonical URL https://altss.com/glossary/interval-fund