United States: SEC Adopts Rule Requiring Electronic Identification of Series and Classes

The Securities and Exchange Commission ("SEC") recently adopted new Rule 313 under Regulation S-T, under which open-end management investment companies and insurance company separate accounts that register on Forms N-1A, N-3, N-4 and N-6 ("Registrants") are required to (i) obtain identifiers for their series, classes and contracts; (ii) electronically identify for which series and classes (or contracts) of the Registrant a particular filing is made; and (iii) keep such information current.

Failure to comply with the new EDGAR requirements could result in filings being rejected.

Registrants generally are organized as trusts or corporations and may offer one or more series. Each series of the Registrant may issue multiple classes of shares. Series and classes, or contracts offered by insurance companies, often are marketed to the public without using the Registrant’s name. However, under EDGAR, the SEC’s electronic filing system, records currently are maintained on a Registrant basis and do not identify the particular series, class or contract to which a filing relates. New Rule 313 under Regulation S-T requires Registrants to obtain identifiers for their series, classes and contracts which will enable the public and SEC staff to search and identify filings in EDGAR by series, class or contract name.

A. Registrants Must Obtain Identifiers for Series and Classes.

Registrants must obtain identifiers for their existing series and classes (or contracts) prior to February 6, 2006. To obtain identifiers, Registrants must enter information about their existing series and classes (or contracts) on a special section of the EDGAR filing website named the Series and Classes (Contracts) Information Page. The information that must be entered on the website includes a Registrant’s: (i) series names, (ii) class names, and (iii) ticker symbols. After the information is entered, the SEC will issue series and class identifiers (via email) to the Registrant. The identifiers will be ten characters in length (nine numbers, preceded by an S for series identifiers and a C for class/contract identifiers). Such identifiers will be publicly available.

Effective February 6, 2006, Registrants will no longer be able to obtain series and class identifiers via the Series and Classes (Contracts) Information Page. If a Registrant has failed to enter information regarding its existing series and classes and receive identifiers with respect to such series and classes by February 6, 2006, the SEC may require that Registrant to file apost-effective amendment to generate such identifiers. The Registrant would not be able to make any other filings with the SEC that require series and class identifiers until the Registrant has been issued such series and class identifiers.

On and after February 6, 2006, a Registrant must enter information concerning a new series or class in the EDGAR submission template to the EDGAR filing. The identifier will be available via email following the filing and on the EDGAR filing website.

B. Registrants Must Identify Series and Classes in Filings.

Effective February 6, 2006, Registrants must include applicable series and class identifiers in their filings with the SEC. Filings requiring series and class/contract identifiers will not be accepted by the SEC if the identifiers are not included correctly, and such filings will have to be resubmitted. If filings are not properly and timely resubmitted, under some circumstances the Registrant’s shares may cease to be registered. Registrants, especially those with a large number of series, will need to verify the codes and identifiers under which their filings are made and accepted by reading the electronic notice of acceptance from the SEC to ensure that such filings are made using correct EDGAR codes.

In addition to providing the required series/class identifier information in filings on or related to Forms N-1A, N-3, N-4 and N-6, Registrants are also required to supply information concerning an acquiring fund and its target (and their series and classes) in the EDGAR submission template of merger-related filings on Form N-14, and filings under Rule 425 (communications relating to business combinations) and under the proxy rules.

C. Registrants Must Keep Series and Class Identification Information Current.

After obtaining series and class identifiers, Registrants are responsible for keeping series and class information on the EDGAR database up-to-date. The Series and Classes (Contracts) Information Page will be available for Registrants to update series and class (contract) information to reflect name changes, the addition of ticker symbols or the elimination of series or classes or the deregistration of the Registrant.

D. Registrants’ Written Compliance Policies Should Address EDGAR Filings.

In its adopting release for Rule 313, the SEC stated that a Registrant’s written policies should address, and the Registrant’s Chief Compliance Officer should oversee, the inclusion of correct information in EDGAR submissions, including correct use of CIKs and series and class identifiers, and the timely update of such information. Registrants may need to amend their compliance policies and procedures to include procedures to obtain, verify and update series and class information on EDGAR and verify the correct use of such information in EDGAR submissions.

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