Notice Regarding Division of Investment Management EDGAR Issues:

Updating Company Information, IM Post-Acceptance Corrections, Errors Not Involving Post-Acceptance Corrections, Requests by Investment Companies for Withdrawal of 1933 Act Filings, and IM Filing Date Adjustment Requests

Updating Company Information:

It is important for companies to keep their company information current for EDGAR purposes. This includes maintaining current name, address, telephone number, and name of a person we may contact immediately if we have questions about a filing. Instructions for updating company information are contained in the EDGAR Filer Manual, Volume I – General Information, in Chapter 5, Maintenance of Company Data.  Section 5.4.1 of that chapter covers the updating of Series and Class (Contract) information (such as name changes, inactivation, and addition of ticker symbols). If you have questions about how to update your company information, please contact Filer Support (202-551-8900).

Post-Acceptance Corrections:

We appreciate filers consulting the EDGAR Filer Manual, Volume II, — EDGAR Filing, to verify that they are using the correct EDGAR submission type. Tables 3-2, 3-3, and 3-4 following Section 3.2 in Chapter 3 describe most EDGAR submission types used by investment companies. (See Table 3-2 re: Proxy Materials and Information Statements; Table 3-3 re: Exchange Act Filings; and Table 3-5 re: Investment Company/Securities Act filings by investment companies.)

We also appreciate filers calling our IM EDGAR Inquiry Line (202-551-6989) in advance if they still have questions about selecting the correct submission type. This saves SEC staff time and may prevent the filer from needing to refile. We also appreciate filers using special care to include correct filer-supplied 1933 Act numbers and period-end dates. Including these correctly in submissions will save later aggravation for both the filer and the SEC staff.

What we can change:

We are still able to make certain post-acceptance corrections, such as changes to filer-supplied 1933 Act file numbers and changes to filer-supplied period-end dates. We also can change a limited number of EDGAR submission types; we cannot change submission types where the types do not have the same technical characteristics.

What we can’t change:

We cannot change a submission type that generates a new 1933 Act file number (e.g., N-1A, N-2, N-4, N-6, and S-6) to a submission type that does not (e.g., 485APOS, 486APOS, or POS 8C), or vice versa. We cannot change submission types either from or to submission types "485BPOS" or “486BPOS.” The filer will need to withdraw the filing and refile.

If a filing that is not intended as an initial filing (but is instead intended as a pre- or post-effective amendment) is made on an EDGAR submission type that is correctly used for initial filings (such as submission type N-1A), then the filer must refile under the correct submission type (such as submission type N-1A/A or 485APOS) and withdraw the incorrect initial filing with an RW submission. (See below.)

Conversely, if a filer intends to file an initial filing but incorrectly uses a pre- or post-effective amendment submission type, the filer will need to refile using the correct submission type for an initial filing and will receive its new 1933 Act number. The filer will then need to withdraw the incorrect amendment filing with an AW submission. (See below.)

How to request a post-acceptance correction:

We will not make a change until the filer (not the filing agent) prepares a sufficient request, which must be made via EDGAR CORRESP submission. In most cases, it is helpful to call the IM EDGAR Inquiry Line in advance of submitting the CORRESP request.

Direct the CORRESP to the SEC staff examiner who reviews the company’s filings; if unknown, please direct to the Division of Investment Management. The CORRESP must be submitted under the company’s CIK and signed by the company or by the company’s authorized legal representative. The CORRESP must include the following:

• Name and CIK of company.
   
  
• Accession number of filing that is the subject of the request.
   
  
• EDGAR submission type of filing that is the subject of the request.
   
  
• Identification of the specific error (i.e., state wrong 1933 Act number, wrong period-end date, and/or wrong submission type, as appropriate).
   
  
• Identification of the correct information that filer should have used (i.e., state correct 1933 Act number, correct period-end date, and/or correct submission type, as appropriate).
   
  
• Affirmative request that we change the submission to correct the information.

It usually takes several weeks to process post-acceptance corrections. Please check the SEC Filings & Forms (EDGAR) link on sec.gov to determine if the correction has been processed. If the correction does not appear within eight weeks, you may call the IM EDGAR Inquiry Line for follow-up.

Errors Not Involving Post-Acceptance Corrections:

Filings Made under the Wrong CIK:

A filing made under the wrong CIK is a filing for the wrong entity. We do not make post-acceptance corrections with respect to filings made under the incorrect CIK. The filer should immediately refile under the correct CIK. If the filing is a registration statement or amendment under the 1933 Act, the filer should withdraw the filing. (See below.) If not, the usual manner of correction is for the filer to make another submission under the “wrong CIK” using the EDGAR submission type used with the erroneous filing (or using the amendment of that submission type). The text of what would have been the “primary” EDGAR document (i.e., the document with the same name as the submission type) needs to consist merely of a brief notice from the filer which includes the following: (i) a reference to the erroneous filing by that filing’s accession number, submission type and date of submission and (ii) a statement that the referenced filing was submitted in error and that it should be disregarded. This “notice” submission notifies the dissemination stream to disregard the submission.

Other Filings Made in Error that cannot be Withdrawn:

We do not make post-acceptance corrections to filings with the incorrect information included in the text or to those made under incorrect submission types that cannot be changed.

For filings with the incorrect textual information, the usual manner of correction is for the filer to refile with the correct textual information or, where appropriate, to file an amendment with the correct textual information.

For filings made under submission types that cannot be changed, the filer will need to refile using the correct submission type. Then, the filer may make another submission using the “incorrect” EDGAR submission type used with the erroneous filing (or using the amendment of that submission type). The text of what would have been the “primary” EDGAR document (i.e., the document with the same name as the submission type) needs to consist merely of a brief notice from the filer which includes the following: (i) a reference to the erroneous filing by that filing’s accession number, submission type and date of submission and (ii) a statement that the referenced filing was submitted in error and that it should be disregarded. This “notice” submission notifies the dissemination stream to disregard the submission.

Duplicate Filings:

We do not make post-acceptance corrections with respect to “duplicate” submissions. In general, duplicate submissions are redundant but not of concern.

Filings with Wrong or Missing Series or Class (Contract) Identifiers:

A filing that includes the incorrect series or class (contract) identifiers is a substantively deficient filing. We do not make post-acceptance corrections with respect to series and class (contract) identifiers. For errors with these id’s, filers will usually need to refile or file an amendment that includes all and only those identifiers for the series and classes (contracts) for which the filing is being substantively made. Contact the IM EDGAR Inquiry Line for assistance.

Requests by Investment Companies for Withdrawal of 1933 Act Filings:

• To withdraw an incorrect initial filing (i.e., withdrawal of the registration), the company will need to submit a registration statement withdrawal letter under EDGAR submission type "RW."
   
• To withdraw an incorrect pre- or post-effective amendment filing (i.e., withdrawal of that amendment only), the company will need to submit an amendment withdrawal letter under EDGAR submission type "AW."

Direct the RW or AW to the SEC staff examiner who reviews the company’s filings; if unknown, please direct to the Division of Investment Management. The RW or AW must be submitted under the company’s CIK and signed by the company or by the company’s authorized legal representative. The RW or AW withdrawal request must be made pursuant to Securities Act Rule 477 and the letter contained in the RW or AW document must include the following:

• Name and CIK of company.
   
• Accession number of filing that is the subject of the request.
   
• EDGAR submission type of filing that is the subject of the request.
   
• Brief description of circumstances associated with the request, e.g., “filer used the wrong EDGAR submission type and has or will refile using the correct EDGAR submission type.”
   
• Request for withdrawal pursuant to Securities Act Rule 477.
   
• For RW’s, both the EDGAR submission template and the text of the letter in the RW submission must include the 1933 Act number that was newly generated with the erroneous filing.
   
• For AW’s, both the EDGAR submission template and the text of the letter in the AW submission must include the 1933 Act number that was included with the erroneous amendment filing.

IM Filing Date Adjustment Requests:

We will not grant a request for a filing date adjustment pursuant to Rule 13(b) of Regulation S-T until the filer (not the filing agent) prepares a sufficient request, which must be made via EDGAR CORRESP submission. Filers should call the IM EDGAR Inquiry Line in advance of submitting the CORRESP request, as it may be helpful for the filer to discuss the likelihood of the request being granted and to submit a draft of the request prior to making the EDGAR CORRESP submission.

The request for filing date adjustment should be directed to the Senior Special Counsel (EDGAR), Division of Investment Management. The request must be submitted under the company’s CIK and signed by the company or by the company’s authorized legal representative. The request must meet certain criteria, based on a facts and circumstances analysis. Usually, the request must include the following:

• Name and CIK of company that filed.
   
• For subject company filings, name and CIK of subject company.
   
• Accession number of filing that is the subject of the request.
   
• EDGAR submission type of filing that is the subject of the request.
   
• Concise but detailed description of circumstances leading to the late filing, including date and time of initial attempted transmission.
   
• Statement of in what manner the company would be harmed if a filing date adjustment is not granted (e.g., financials would be stale; company sold on prospectus for which request is being made).
   
• Affirmative request pursuant to Rule 13(b) of Regulation S-T for adjustment of the filing date from the specific filing date to the date of the initial attempted transmission.
   
• For submission type 485BPOS, a statement as to whether effectiveness date should also be changed.

http://www.sec.gov/info/edgar/ednews/imedgarpac.htm