Notice and FAQ’s re: Mandatory Series and Class (Contract) Identifiers
Nov. 30, 2023
Filers who filed their latest registration statements or amendments on Form N-1A, N-3, N-4, or N-6 (S/C Funds) must include their series and classes (contracts) identifiers in those EDGAR submissions identified in the EDGAR Filer Manual. These submissions must include all series and/or class (or contract) identifiers of each series and/or class (or contract) on behalf of which the filing is made. See Rule 313 of Regulation S-T [17 CFR 232.313].
Under Rule 313,
Filers obtain series and class (contract) identifiers for new series and classes (contracts) by including information in the EDGAR submission template of the substantive filing that is made to add the new series and classes (contracts). The new identifiers will appear on the EDGAR notice of acceptance for the filing. Filings that require series and class (contract) identifiers will be suspended if they do not include identifiers or do not include the correct identifiers for that registrant (CIK).
Series and class (contract) identifiers are part of the official filing: a filing made under an incorrect identifier will be a filing for the wrong series and/or class (contract), i.e., it will be a filing on behalf of the identifier that is used. In most cases, inclusion of incorrect identifiers will necessitate a refilling or the filing of an amendment with the correct (and only the correct) identifiers.
All investment companies must enter their investment company “type” in most EDGAR submission templates (e.g., N-1A, N-2, N-3, N-4, N-5, N-6, or S-6 filer); this entry will determine whether the filing is being made by a S/C Fund for which series and class (contract) identifiers are required.
Requirement to Update: S/C Funds are required by Rule 313 of Regulation S-T to keep current their information concerning their existing and new series and/or classes (or contracts, in the case of separate accounts), including series and/or class (contract) name and ticker symbol. If a class (or contract) later obtains a ticker symbol, the company must update the information for the class (or contract) to add the ticker symbol. To do this, filers need to use the series and class page on the edgarfiling website (https://www.edgarfiling.sec.gov/)
Requirement to Mark as Inactive: S/C Funds are also required by Rule 313 to mark as inactive for EDGAR purposes any series and/or class (or contract, in the case of separate accounts) that are no longer offered, go out of existence, or deregister after the last EDGAR filing is made for that series and/or class (or contract, in the case of separate accounts), but the registrant must not deactivate the last remaining series unless the registrant deregisters. To do this, filers need to use the series and class page on the edgarfiling website (https://www.edgarfiling.sec.gov/). For a series or class (or contract) that goes out of existence because it was the target in merger, after the last EDGAR filing is made for the target, a S/C Fund is to mark the target as "merged," which will classify it as inactive due to merger.
Frequently asked questions:
Which EDGAR submissions require series and class (contract) identifiers?
Footnote 32 of "Rulemaking for EDGAR System" Release 33-8590 (July 18, 2005) (http://www.sec.gov/rules/final/33-8590.pdf) identified the EDGAR submission types subject to series and class (contract) identification. These submission types need identifiers, except for the NSAR-U and NSAR-U/A, which do not require identifiers, since these submissions are always filed at the registrant level. See EDGAR Filer Manual Version 1 (Volume II – EDGAR Filing). See also Section 5.4.1 of the EDGAR Filer Manual (Volume I - General Information).
When should I use the “ALL” button in submission templates for series and class (contract) identifiers?
Use the “ALL” button only if the filing is being made for all active series and/or classes (contracts). Do not mark as inactive any series and/or class (contract) solely in an attempt to use the ALL button. S/C Funds must not mark as inactive any series or class (contract) until after the last EDGAR filing is made for that series and/or class.
Do insurance product filers who have been “Great Wested” need identifiers?
Yes. All separate accounts need identifiers. This is true even if they continue to file using Form S-6. If they need to submit an initial registration on Form S-6, they will in any event need to use EDGAR submission type N-6 and obtain identifiers.
Can the same S/C Fund (same CIK) have two series with the same name, and can one series have two classes (contracts) with the same name?
No. A S/C Fund (the same CIK) cannot have more than one series with the same name at the same time; a series (the same series id) cannot have more than one class (contract) with the same name at the same time. This is true even if the second series or class (contract) is marked as inactive. Before a S/C Fund can use the same name for a different series, and before a series can use the same name for a different class (contract), it must change the name of the one that currently has that name.
For example, if a S/C Fund (CIK) had a series named the "Stock Fund" that it no longer offers, and the S/C Fund now wishes to add a new series with the same name, the S/C Fund must first change the name of the series that is no longer offered. In this example, it might change the name to "Stock Fund No Longer Offered;" if this series has made its last EDGAR filing, the S/C Fund should mark this series as inactive. Then, the S/C Fund would be able to add a new series, and obtain a new series id via filing, with the name "Stock Fund."
What identifiers do I include for filings that include a combined SAI?
Include only the identifiers for the series and classes (contracts) for which the filing is being substantively made. If other series and classes (contracts) wish to use the SAI as modified, they may file a 497 variant form of SAI; that submission would include their identifiers.
What else do I need to know about series and class (contract) identifiers for merger filings (Form N-14 and merger proxy)?
Paragraph (c) of Rule 313 requires the filer to include the CIK and series and class (contract) identifiers in merger submissions (Form N-14 and proxy filings) if identifiers exist. They will not exist for non-S/C Fund parties to a merger (N-2 filers) and where the series and classes (contracts) do not yet exist because they have not been created by filing. After they have been added by filing, they need to be included in any subsequent filing requiring id’s, including pre-effective and post-effective amendments and 497 filings. (Definitive filings of Forms N-14 under rule 497 will necessarily include the id’s for the acquiring fund only.)
What if the filer is registering new series and/or classes (contracts) in a Form N-14 registration? (updated 9/29/06)
The EDGAR submission types for Form N-14 submissions do not create new identifiers. If the series and/or classes (contracts) are substantively registered in the Form N-14, then the filer must make a submission (which will not be an official filing) using EDGAR submission type 485APOS under the 1933 Act only, using the 1933 Act number assigned to the Form N-14 submission. The filer should make this submission as soon as possible following the filing of the Form N-14, prior to the filing of any pre-effective amendments to the Form N-14.
In the 485APOS submission,
- the EDGAR template must include the information for the s/c as if it/they were being added with a filing.
- the filer must include as the text of what would have been the "primary" EDGAR document (i.e., the 485APOS document) a brief statement that the submission is being made solely to obtain identifiers for series and/or classes (contracts) that were registered with the filing of Form N-14 and include the accession number of the relevant Form N-14 EDGAR submission.
The identifier(s) will appear on the EDGAR notice of acceptance for the submission. After the identifiers have been added by 485APOS submission, they need to be included in all subsequent related Form N-14 filings requiring id's, including pre-effective and post-effective amendments and 497 filings. (Definitive filings of Forms N-14 under rule 497 will necessarily include the id's for the acquiring fund only.)
For further information, please read "Rulemaking for EDGAR System" Release 33-8590 (July 18, 2005) (http://www.sec.gov/rules/final/33-8590.pdf). If you still have questions, please call IM EDGAR Inquiry Line at 202-551-6989.
You must make sure your registrant has only one CIK. Those 1940 Act registrants for whom the Commission is requiring identifiers for their series and classes (or contracts, in the case of separate accounts) (i.e., Form N-1A, N-3, N-4 and N-6 registrants) must submit their 1940 Act filings under only one 1940 Act number (811-) and one CIK. (Registrants may have multiple 1933 Act numbers under a single CIK.) If you are a 1940 Act registrant and have more than one 1940 Act number or more than one CIK, you must call the IM EDGAR Inquiry Line at 202-551-6989 for assistance.