ADI 2018-02 - Template Filing Relief
April 3, 2018
In circumstances in which a fund complex makes substantially identical changes to multiple funds, it may be appropriate for the registrant to request rule 485(b)(i)(vii) relief (“Template Filing Relief”) to avoid the need to make multiple rule 485(a) filings.[1] Instead, the registrant could make a single rule 485(a) filing (a “Template filing”) for staff review, together with a Template Filing Relief request for other funds with substantially identical disclosure.
Some situations where it may be appropriate to request Template Filing Relief include:[2]
- Adding a new mutual fund share class to a fund when that share class is already offered and operates in a substantially identical fashion to other funds within the same fund group;[3]
- Changes which may be substantially identical across multiple funds or products, such as disclosures relating to market timing, shareholder information, and descriptions of advisers, underwriters, directors, and officers; and
- In VIP filings, changes to fees, the addition of optional benefits, and changes to base contract language, where such changes are substantially identical and the products operate in a substantially similar fashion.
If a registrant wishes to request Template Filing Relief, it should do so in correspondence filed on the EDGAR system under the central index key (“CIK”) of the Template filing. The registrant’s request should state: (i) the reason for making the post-effective amendment; (ii) the identity of the Template filing;[4] (iii) the identity of the registration statements that intend to rely on the relief (“Replicate filings”);[5] and (iv) make the following representations:
- The disclosure changes in the Template filing are substantially identical to disclosure changes that will be made in the Replicate filings.
- The Replicate filings incorporate changes made to the disclosure included in the Template filing to resolve any staff comments thereon.[6]
- The Replicate filings will not include any other changes that would otherwise render them ineligible for filing under rule 485(b).
The relief should be requested at least ten calendar days before the date the fund would otherwise be required to file the Replicate rule 485(a) filing in order to give the staff the opportunity to review the request, while also giving the fund the opportunity to file the appropriate rule 485(a) filings if the request is denied.[7]
Any rule 485(b) filing relying on Template Filing Relief should include a cover letter or an explanatory note in the filing explaining that it is relying on this relief.
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ADI are recurring publications that summarize the staff’s views regarding various requirements of the federal securities laws.
The statements in this ADI represent the views of the Division of Investment Management. This update is not a rule, regulation or statement of the Securities and Exchange Commission. Further, the Commission has neither approved nor disapproved its content. Future changes in rules, regulations, and/or staff no-action and interpretive positions may supersede some or all of the information in a particular ADI.
We hope that this ADI will assist registrants in preparing their filings. We also welcome feedback on this ADI and on any disclosure matters. If you have any questions or feedback, please contact:
Disclosure Review and Accounting Office
Phone: 202.551.6921
Email: IMDRAO@sec.gov
[1] Rule 485(b)(1)(vii) under the Securities Act of 1933 permits the Commission to approve the filing of a post-effective amendment to a registration statement under rule 485(b) for a purpose other than those specifically enumerated in the rule. The staff has been delegated this authority by the Commission.
[2] These examples are not exhaustive of the circumstances where the staff may grant rule 485(b)(1)(vii) relief. Please contact the staff to discuss other circumstances where relief may be appropriate.
[3] See IM Guidance Update 2016-06 (December 2016), available at https://www.sec.gov/investment/im-guidance-2016-06.pdf.
[4] This identifying information should include the name of the fund and the registrant, the Securities Act file number, and the filing date of the rule 485(a) filing.
[5] This identifying information should include the name of the registrant, the Securities Act file number, the series and class name for each of the funds that intend to rely on the relief, and the date each series was last subject to staff review (i.e., the date of the most recent initial registration statement, pre-effective amendment, or rule 485(a) filing that included the series).
[6] In certain limited cases, the staff may entertain requests where the Template filing is made contemporaneously with the rule 485(b)(1)(vii) request. See IMGU 2016-06. In those limited cases, this representation should be replaced with the following representation:
The Replicate filings will incorporate changes made to the disclosure included in the Template filing to resolve any staff comments thereon.
[7] For example, the staff may decline a request if the fund did not adequately respond to staff comments on the Template filing, or if the Template or Replicate filings have not been subject to a disclosure review for several years.