Series and Class General Information

How it may affect your next filing

The SEC will require that S/C identifiers be part of designated filings, otherwise those filings will suspend. This could significantly impact the timeliness of filings like NCSRs. Suppose you filed your NCSR and it was suspended for lack of S/C identifiers and you discovered that you did not have a current password with which to obtain the identifiers.

If your password is expired, it will take 48 – 72 hours to obtain a new one so that you can access the system and enter the information necessary to obtain S/C identifiers.

After obtaining your password, you have to either update your filing with the new CCC code that you obtained while updating your password, or you have to access the website again and change your CCC back to the one used previously. Otherwise filings that have been prepared before this process, will suspend due to an incorrect CCC code.

Who needs to do it?

The investment companies (S/C Funds) that need to enter series and class (contract) information to obtain identifiers are filers whose last registration statement and/or post-effective amendment was filed on:

• Form N-1A (Mutual Fund)
• Form N-3 (Separate Account registered as Open-End Management Investment Company)
• Form N-4 (Variable Annuity UIT Separate Account)
• Form N-6 (Variable Life UIT Separate Account)

How is it done?

Volume I, Chapter 5, Section 4.1 of the Filer Manual goes through step by step directions for entering S/C information to obtain identifiers. This requires a current CIK and Password. (Do not have a password to access the SEC’s website? See Volume I, Chapter 3.)

Filers will also be able to cut and paste from any compatible source into the information screens of the website. For example, if filers have a listing of series and classes (contracts) in a word processing document, they can cut and paste from that document.

The following EDGAR submission types will allow for entry of information for new series:

• N-1A, N-1A/A, N-3, N-3/A, N-4, N-4/A, N-6, N-6/A, 485APOS, and POS AMI

The following submission types will allow for the entry of information for new classes (contracts):

• N-1A, N-1A/A, N-3, N-3/A, N-4, N-4/A, N-6, N-6/A, 485APOS, 485BPOS, and POS AMI. S/C Funds should use only those EDGAR submission types that correspond to the form and rule under which the S/C Fund makes its substantive filing.

What is next?

• Check to see if you need to obtain S/C identifiers
• Verify that your password has not expired. If it has, update it.
• Access the SEC’s website at https://www.edgarfiling.sec.gov/ and enter the information necessary to obtain the identifiers
• Furnish those identifiers to your Account Services representative at Toppan Merrill so they can be added to your database of information for future filings. Confirm that Account Services has the current CCC.

Obtaining access

Before you use the series and class page, you must make sure your registrant has only one CIK. Those 1940 Act registrants for whom the Commission proposes to require 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 wishing to obtain identifiers 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 before proceeding on the series and class page. Excerpt taken from the SEC Notice to Investment Company Filers.

Registration on the website is for a limited time. If a company fails to obtain identifiers prior to the effectiveness date, the company will be unable to file until they submit a registration statement (485/B etc) to request the identifiers.

Reference materials to step you through the process are provided below:

• Passphrase Guidance Q & A
• Obtain and Update Investment Company Series and Class IDs
• SEC Notice and FAQ re: Mandatory Series/Class Identifiers
• Updating Your Password
• Getting Started with EDGAR Filing

Maintenance

The SEC requires that identifiers be maintained and kept up to date. This will be done on the Series Class (Contracts) page on the edgar filing website (This is where edits/updates will be made even when the SEC closes this area for registration purposes). Events that would require updating information include:

• Name change/deactivation
• Liquidation
• Other events resulting in the elimination of a series or class or deregistration of the S/C Fund

Required electronic filing

The SEC has a stated goal of making more filings electronic and, therefore, more accessible to investors and reviewers. In this ruling, the SEC has identified two filings which will no longer be accepted as paper filings as of the June 12, 2006 effective date. The two form types are 40-17G and 40-24B2.

Form 40-17G

Currently, companies must file a paper copy of their fidelity bonds with the SEC. As of June 12, 2006, these will be required to file electronically. When soliciting comments on its proposed ruling, reviewers expressed concern at being able to acquire the fidelity bond documents in an electronic format and, therefore, would probably need to convert the paper copies into electronic form before filing. The SEC recognized that this may require additional time and therefore delayed the effectiveness date until June. It is the SEC’s hope that insurance companies will acquiesce and provide the documents electronically in light of the SEC’s ruling.

Form 40-24B2

Typically, investment company registrants file sales literature with the National Association of Securities Dealers (NASD) as is permitted under SEC Rule 24b-3. This change in SEC filing requirements applies to sales literature filed under 24b-2 only and does not affect the ability or the filings to the NASD. Effective June 12, 2006, all Form 40-24B2 filings must be submitted electronically in HTML. The ruling also stipulated that all sales literature filed under this rule must be retained by the investment company for a period of five years.

Technical amendments related to hardship filings

The SEC has also included technical amendments in this ruling. These amendments primarily clarify issues with paper filings. Specifically, in any electronically filed document, any exhibits filed in paper must be designated as such in the index along with the rule which authorizes the paper filing (Rule 311, TH for temporary hardship and CH for continuing hardship). Similar changes are being adopted for Form SE as well.

New Rule 313 under Regulation S-T provides that all S/C Funds (i.e., investment companies whose last registration statement was filed on Form N-1A, N-3, N-4, or N-6) must obtain identifiers for their constituent series existing under Sections 18(f)(1) and (2) of the Investment Company Act and Investment Company Act Rule 18f-2 and identify the series for which a particular filing is being made. Identifying information will be required when filing certain merger documents (Form 1-14, Rule 425, and proxy filings), including information about both the target and acquiring fund or series, class(es) or contract(s).

Under Rule 201 of Regulation S-T, confirming electronic copies of the paper hardship filings, TH and SE, must include the identifiers in the confirming electronic copy or associated electronic filing. They must file within 6 business days as well.

The ruling also clarifies that exhibits incorporated by reference must have been filed electronically via EDGAR.

Effectiveness for these amendments is September 19, 2005. The mandate is effective February 6, 2006.