Form N-1a - United States Securities And Exchange Commission Page 5
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544. What rules apply to the filing of a registration statement on Form N-1A?
(a) For registration statements and amendments filed under both the Investment Company Act and the Securities Act or
only under the Securities Act, the general rules regarding the filing of registration statements in Regulation C under the
Securities Act [17 CFR 230.400 - 230.497] apply to the filing of Form N-1A. Specific requirements concerning Funds
appear in rules 480 - 485 and 495 - 497 of Regulation C.
(b) For registration statements and amendments filed only under the Investment Company Act, the general provisions in rules
8b-1 - 8b-33 [17 CFR 270.8b-1 - 270.8b-33] apply to the filing of Form N-1A.
(c) The plain English requirements of rule 421 under the Securities Act [17 CFR 230.421] apply to prospectus disclosure in
Part A of Form N-1A. The information required by Items 2 through 8 must be provided in plain English under rule 421(d)
under the Securities Act.
(d) Regulation S-T [17 CFR 232.10 - 232.903] applies to all filings on the Commission’s Electronic Data Gathering, Analysis,
and Retrieval system (“EDGAR”).
C. Preparation of the Registration Statement
1. Administration of the Form N-1A requirements
(a) The requirements of Form N-1A are intended to promote effective communication between the Fund and prospective
investors. A Fund’s prospectus should clearly disclose the fundamental characteristics and investment risks of the Fund,
using concise, straightforward, and easy to understand language. A Fund should use document design techniques that
promote effective communication. The prospectus should emphasize the Fund’s overall investment approach and strategy.
(b) The prospectus disclosure requirements in Form N-1A are intended to elicit information for an average or typical investor
who may not be sophisticated in legal or financial matters. The prospectus should help investors to evaluate the risks of an
investment and to decide whether to invest in a Fund by providing a balanced disclosure of positive and negative factors.
Disclosure in the prospectus should be designed to assist an investor in comparing and contrasting the Fund with other
funds.
(c) Responses to the Items in Form N-1A should be as simple and direct as reasonably possible and should include only as
much information as is necessary to enable an average or typical investor to understand the particular characteristics of the
Fund. The prospectus should avoid: including lengthy legal and technical discussions; simply restating legal or regulatory
requirements to which Funds generally are subject; and disproportionately emphasizing possible investments or activities
of the Fund that are not a significant part of the Fund’s investment operations. Brevity is especially important in
describing the practices or aspects of the Fund’s operations that do not differ materially from those of other investment
companies. Avoid excessive detail, technical or legal terminology, and complex language. Also avoid lengthy sentences
and paragraphs that may make the prospectus difficult for many investors to understand and detract from its usefulness.
(d)
The requirements for prospectuses included in Form N-1A will be administered by the Commission in a way that will allow
variances in disclosure or presentation if appropriate for the circumstances involved while remaining consistent with the
objectives of Form N-1A.
2. Form N-1A is divided into three parts
(a) Part A. Part A includes the information required in a Fund’s prospectus under section 10(a) of the Securities Act. The
purpose of the prospectus is to provide essential information about the Fund in a way that will help investors to make
informed decisions about whether to purchase the Fund’s shares described in the prospectus. In responding to the Items in
Part A, avoid cross-references to the SAI or shareholder reports. Cross-references within the prospectus are most useful
when their use assists investors in understanding the information presented and does not add complexity to the prospectus.
(b) Part B. Part B includes the information required in a Fund’s SAI. The purpose of the SAI is to provide additional
information about the Fund that the Commission has concluded is not necessary or appropriate in the public interest or
for the protection of investors to be in the prospectus, but that some investors may find useful. Part B affords the Fund an
opportunity to expand discussions of the matters described in the prospectus by including additional information that the
Fund believes may be of interest to some investors. The Fund should not duplicate in the SAI information that is provided
in the prospectus, unless necessary to make the SAI comprehensible as a document independent of the prospectus.
(c)
Part C. Part C includes other information required in a Fund’s registration statement.
3. Additional Matters
(a) Organization of Information. Organize the information in the prospectus and SAI to make it easy for investors to
understand. Notwithstanding rule 421(a) under the Securities Act regarding the order of information required in a
prospectus, disclose the information required by Items 2 through 8 in numerical order at the front of the prospectus. Do not
precede these Items with any other Item except the Cover Page (Item 1) or a table of contents meeting the requirements
of rule 481(c) under the Securities Act. Information that is included in response to Items 2 through 8 need not be repeated
elsewhere in the prospectus. Disclose the information required by Item 12 (Distribution Arrangements) in one place in the
prospectus.
v
SEC 2052 (10/16)
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