Form 2438

(Rev. December 2012)

Department of the Treasury 

Internal Revenue Service 

Undistributed Capital Gains Tax Return 

▶ Attach a copy of this form to Form 1120-RIC or to Form 1120-REIT.

▶ Information about Form 2438 is at www.irs.gov/form2438.

OMB No. 1545-0144

For calendar year 20 or tax year beginning , 20 , ending , 20

Please 

Type 

or 

Print 

Name of fund or REIT Employer identification number

Number, street, and room or suite no. (If a P.O. box, see instructions.)

City or town, state, and ZIP code

Part I Short-Term Capital Gains and Losses—Assets Held One Year or Less 

(a) Description of property (Example, 100 shares 

of Z Co.) 

(b) Date acquired 

(mo., day, yr.) 

(c) Date sold 

(mo., day, yr.) 

(d) Sales price (see 

instructions) 

(e) Cost or other 

basis (see 

instructions) 

(f) Gain or (loss) 

((d) less (e)) 

1 

2 Short-term capital gain from installment sales from Form 6252, line 26 or 37 . . . . . . . . 2 

3 Unused capital loss carryover (attach computation) . . . . . . . . . . . . . . . . 3 ( )

4 Net short-term capital gain or (loss). Combine lines 1 through 3. (See instructions.) . . . . . 4 

Part II Long-Term Capital Gains and Losses—Assets Held More Than One Year 

5 

6 Gain from Form 4797, column (g), line 7 or 9 . . . . . . . . . . . . . . . . . . 6 

7 Long-term capital gain from installment sales from Form 6252, line 26 or 37 . . . . . . . . 7 

8 Net long-term capital gain. Combine lines 5 through 7 . . . . . . . . . . . . . . . 8 

Part III Summary of Parts I and II 

9 a Net capital gain. Enter excess of net long-term capital gain (line 8) over net short-term capital loss 

(line 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9a 

b Capital gain dividends . . . . . . . . . . . . . . . . . . . . . . . . . 9b 

10 Undistributed capital gains. Subtract line 9b from line 9a . . . . . . . . . . . . . . 10 

11 Amount of undistributed capital gains on line 10 designated under section 852(b)(3)(D) or 

857(b)(3)(D) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 

12 Amount of undistributed capital gains not designated under section 852(b)

(3)(D) or 857(b)(3)(D). Subtract line 11 from line 10. (See instructions.) . . 12 

13 Capital gains tax. Multiply line 11 by 35% (.35) . . . . . . . . . . . . . . . . . 13 

Sign 

Here

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, 

correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.

▲

Signature of officer Date ▲

Title

Paid 

Preparer 

Use Only

Print/Type preparer’s name Preparer's signature Date Check if 

self-employed

PTIN

Firm’s name ▶ Firm's EIN ▶

Firm's address ▶ Phone no.

For Paperwork Reduction Act Notice, see instructions. Cat. No. 11856I Form 2438 (Rev. 12-2012) 
[This page left blank intentionally]
Form 2438 (Rev. 12-2012) Page 3 

General Instructions 

Section references are to the 

Internal Revenue Code. 

Future Developments

For the latest information about 

developments related to Form 2438 

and its instructions, such as 

legislation enacted after they were 

published, go to 

www.irs.gov/form2438.

What's New 

A RIC or REIT will now have to enter 

the net short-term capital gain from 

line 4 and the undistributed capital 

gains not designated under section 

852(b)(3)(D) or 857(b)(3)(D) from line 

12 on Form 8949, Sales and Other 

Dispositions of Capital Assets. See 

the instructions for lines 4 and 12.

Who Must File 

Regulated investment companies 

(RICs) and real estate investment 

trusts (REITs) file Form 2438 if the 

RIC (defined below) or REIT is 

electing to designate undistributed 

capital gains under section 852(b)(3)

(D) or 857(b)(3)(D). 

If a RIC has more than one fund, 

each fund must file a separate Form 

2438. The term “fund” as used in 

these instructions refers to the 

definition in section 851(g) and to 

any RIC that does not have more 

than one portfolio of assets. 

Purpose of Form 

Form 2438 is used by RICs or REITs 

to figure income tax on undistributed 

capital gains designated under 

section 852(b)(3)(D) or section 

857(b)(3)(D). 

See the instructions for Schedule 

D (Form 1120) for a definition of 

capital assets and information on 

figuring and reporting capital gains 

and losses. 

When To File 

File Form 2438 by the 30th day after 

the end of the RIC’s or the REIT’s 

tax year. 

Where To File 

File the original form with the: 

Internal Revenue Service Center 

201 W. Rivercenter Blvd. 

Covington, KY 41011 

In addition, attach a copy of Form 

2438 to Form 1120-RIC or Form 

1120-REIT. 

Who Must Sign 

Form 2438 must be signed and 

dated by: 

• The president, vice president, 

treasurer, assistant treasurer, chief 

accounting officer or 

• Any other corporate officer (such 

as tax officer) authorized to sign. 

If a return is filed on behalf of a 

RIC or REIT by a receiver, trustee or 

assignee, the fiduciary must sign the 

return, instead of the corporate 

officer. Returns and forms signed by 

a receiver or trustee in bankruptcy 

on behalf of a RIC or REIT must be

accompanied by a copy of the order 

or instructions of the court 

authorizing signing of the return or 

form.

For a return that is being filed for a 

series fund (discussed in section 

851(g)), the return may be signed by 

any officer authorized to sign for the 

RIC in which the fund is a series.

If a corporate officer completes 

Form 2438, the Paid Preparer Use 

Only area should remain blank. 

Anyone who prepares Form 2438 

but does not charge the RIC or REIT 

should not sign the return. Generally, 

anyone who is paid to prepare Form 

2438 must sign it and fill in the Paid 

Preparer Use Only area. 

Paid preparer. The paid preparer

must complete the Paid Preparer 

Use Only area (including signing the 

form in the space provided for the 

preparer's signature) and give a 

copy of Form 2438 to the taxpayer.

Penalty for Late Filing of Return

A RIC or REIT that does not file its 

tax return by the due date, including 

extensions, may be penalized 5% of 

the unpaid tax for each month or 

part of a month the return is late, up 

to a maximum of 25% of the unpaid 

tax. The minimum penalty for a 

return that is more than 60 days late 

is the smaller of the tax due or $135. 

The penalty will not be imposed if 

the RIC or REIT can show that the 

failure to file on time was due to 

reasonable cause.

Penalty for Late Payment of Tax 

A RIC or REIT that does not pay the 

tax when due generally may be

penalized 1/2 of 1% of the unpaid tax 

for each month or part of a month 

the tax is not paid, up to a maximum 

of 25% of the unpaid tax. The 

penalty will not be imposed if the 

RIC or REIT can show that the 

failure to pay on time was due to 

reasonable cause.

Reasonable cause determinations.

If the RIC or REIT receives a notice 

about penalties after it files its return, 

send the IRS an explanation and we 

will determine if the RIC or REIT 

meets the reasonable cause criteria. 

Do not attach an explanation when 

the RIC's or REIT's return is filed.

Electronic Deposit Requirement

RICs and REITs must use electronic 

funds transfers to make all federal 

tax deposits (such as deposits of 

employment tax, excise tax, and 

corporate income tax). Generally, 

electronic fund transfers are made 

using the Electronic Federal Tax 

Payment System (EFTPS). However, 

if you do not want to use EFTPS, 

you can arrange for your tax 

professional, financial institution, 

payroll service, or other trusted third 

party to make deposits on your 

behalf. Also, you may arrange for 

your financial institution to initiate a 

same-day tax wire payment 

(discussed below) on your behalf. 

EFTPS is a free service provided by 

the Department of Treasury. 

Services provided by your tax 

professional, financial institution, 

payroll service, or other third party 

may have a fee. 

For more information about 

EFTPS, or to enroll in EFTPS, visit 

the EFTPS website at 

www.eftps.gov or call 

1-800-555-4477. You can also get 

Pub. 966, Electronic Federal Tax 

Payment System: A Guide to Getting 

Started.

Note. Forms 8109 and 8109-B, 

Federal Tax Deposit Coupon, can no 

longer be used to make federal tax 

deposits.

Depositing on time. For deposits 

made by EFTPS to be on time, the 

RIC or REIT must initiate the deposit 

by 8 p.m. Eastern time on the day 

before the date the deposit is due. If 

the RIC or REIT uses a third party to 

make the deposits on its behalf, they 

may have different cutoff times.
Form 2438 (Rev. 12-2012) Page 4 

Same-day wire payment option. If 

the RIC or REIT fails to initiate a 

deposit transaction on EFTPS by 

8 p.m. Eastern time the day before 

the date a deposit is due, it can still 

make the deposit on time by using 

the Federal Tax Application (FTA). 

Before using the same-day wire 

payment option, the RIC or REIT will 

need to make arrangements with its 

financial institution ahead of time. 

Please check with the financial 

institution regarding availability, 

deadlines, and costs. To learn more 

about making a same-day wire 

payment and to download the 

Same-Day Payment Worksheet, visit 

www.eftps.gov. 

Specific Instructions 

Period covered. Fill in the tax year 

space at the top of the form. 

Address. Include the suite, room, or 

other unit number after the street 

address. If the Post Office does not 

deliver mail to the street address 

and the RIC or REIT has a P.O. box, 

show the box number instead of the 

street address. 

Lines 1 and 5 

Column (b)—Date acquired. A 

RIC’s or REIT’s acquisition date for 

an asset it held on January 1, 2001, 

for which it made an election to 

recognize any gain (under section 

311 of the Taxpayer Relief Act of 

1997) is the date of the deemed sale 

and reacquisition. 

Column (d). Enter either gross sales 

price or net sales price. If net sales 

price is entered, do not increase the 

cost or other basis in column (e) by 

any expenses reflected in the net 

sales price. 

Column (e). If gross sales price is 

reported in column (d), increase the 

cost or other basis by any expense 

of sale such as broker’s fees, 

commissions, or option premiums 

before entering an amount in 

column (e). 

A RIC’s or REIT’s basis in an asset 

it held on January 1, 2001, for which 

the RIC or REIT made an election to 

recognize any gain (under section 

311 of the Taxpayer Relief Act of 

1997) is the asset’s closing market 

price or fair market value, whichever 

applies, on the date of the deemed 

sale and reacquisition, whether the 

deemed sale resulted in a gain or 

unallowed loss. 

Line 4 

Enter any net short-term capital gain 

from line 4 in Part I of Form 8949. 

Also identify the gain as “Net shortterm capital gain from line 4, Form 

2438” in column (a) of Form 8949. 

See Form 8949, Schedule D (Form 

1120), and the related instructions 

for details.

Line 12

Enter the amount from line 12 in 

Part II of Form 8949. Also identify 

the gain as “Undistributed capital 

gains not designated (from Form 

2438)” in column (a) of Form 8949. 

See Form 8949, Schedule D (Form 

1120), and the related instructions 

for details. 

Line 13 

Deposit the tax due by the 30th day 

after the end of the tax year. 

Paperwork Reduction Act Notice. 

We ask for the information on this 

form to carry out the Internal 

Revenue laws of the United States. 

You are required to give us the 

information. We need it to ensure 

that you are complying with these 

laws and to allow us to figure and 

collect the right amount of tax. 

You are not required to provide 

the information requested on a form 

that is subject to the Paperwork 

Reduction Act unless the form 

displays a valid OMB control 

number. Books or records relating to 

a form or its instructions must be 

retained as long as their contents 

may become material in the 

administration of any Internal 

Revenue law. Generally, tax returns 

and return information are 

confidential, as required by section 

6103. 

The time needed to complete and 

file this form will vary depending on 

individual circumstances. The 

estimated average time is: 

Recordkeeping . . 8 hr., 36 min.

Learning about the 

law or the form . . . . 30 min. 

Preparing and sending 

the form to the IRS . . . 39 min. 

If you have comments concerning 

the accuracy of these time estimates 

or suggestions for making this form 

simpler, we would be happy to hear 

from you. You can write to the 

Internal Revenue Service, Tax 

Products Coordinating Committee, 

SE:W:CAR:MP:T:M:S, 1111 

Constitution Ave. NW, IR-6526, 

Washington, DC 20224.

Do not send the tax form to this 

office. Instead, see Where To File.