SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 202, 230, 232, 239, 270, and 274
[Release Nos. 33-7448, IC-22815; File No. S7-19-97]
RIN 3235-AG73
Registration under the Securities Act of 1933 of Certain Investment Company
Securities
AGENCY: Securities and Exchange Commission
ACTION: Final Rules
SUMMARY: The Commission is amending the rule and the form under the
Investment Company Act of 1940 that prescribe the method by which certain
investment companies calculate and pay registration fees under the
Securities Act of 1933. The amendments implement the provisions of the
National Securities Markets Improvement Act of 1996 that simplify the
method of determining the amount of these fees.
EFFECTIVE DATE: October 11, 1997.
FOR FURTHER INFORMATION CONTACT: Robin S. Gross, Staff Attorney, Office of
Regulatory Policy at (202) 942-0690, or Carolyn A. Miller, Senior Financial
Analyst, Office of Financial Analysis at (202) 942-0513, Division of
Investment Management, Mail Stop 10-2, Securities and Exchange Commission,
450 Fifth Street, N.W., Washington, D.C. 20549. Requests for formal
interpretive advice should be directed to the Office of Chief Counsel at
(202) 942-0659, Division of Investment Management, Securities and Exchange
Commission, 450 Fifth Street, N.W., Mail Stop 10-6, Washington, D.C. 20549.
SUPPLEMENTARY INFORMATION: The Commission today is amending rule 24f-2 [17
CFR 270.24f-2] and Form 24F-2 [17 CFR 274.24] under the Investment Company
Act of 1940 [15 U.S.C. 80a] (the "Investment Company Act"). In addition,
the Commission is amending rule 485 [17 CFR 230.485] under the Securities
Act of 1933 [15 U.S.C. 77a-aa] (the "Securities Act"); Form N-1A [17 CFR
274.11A and 239.15A], Form N-3 [17 CFR 274.11b and 239.17a], and Form N-4
[17 CFR 274.11c and 239.17b], the registration forms used by certain types
of investment companies to register under the Investment Company Act and to
register their securities under the Securities Act; Form S-6 [17 CFR
239.16], the form used by unit investment trusts to register their
securities under the Securities Act; Form N-14 [17 CFR 239.23], the form
used by investment companies to register under the Securities Act
securities issued in business combination transactions; rule 24e-1 under
the Investment Company Act [17 CFR 270.24e-1]; rule 13 of Regulation S-T
[17 CFR 232.13]; and rule 3a of the Commission's Informal and Other
Procedures [17 CFR 202.3a]. The Commission is also rescinding rules 24e-2
and 24f-1 under the Investment Company Act [17 CFR 270.24e-2 and
270.24f-1].
I. BACKGROUND
The National Securities Markets Improvement Act of 1996 ("Improvement
Act")<(1)> amended sections 24(e) and (f) of the Investment Company
Act to create a new, simpler system for the registration of securities
under the Securities Act that are issued by open-end management investment
companies, unit investment trusts ("UITs") and face-amount certificate
companies (collectively, "funds").<(2)> Amended section 24(f) of the
Investment Company Act, when effective, will provide that a fund will be
deemed to have registered an indefinite amount of securities upon the
<(1)> Pub. L. No. 104-290 (1996).
<(2)> Section 203 of the Improvement Act (codified at 15 U.S.C.
80a-24(e) and (f)).
======END OF PAGE 2======
effective date of its registration statement under the Securities
Act.<(3)> The fund then will pay a registration fee within 90 days
after the end of each fiscal year based upon the aggregate sale price of
fund securities sold during that fiscal year, reduced by the aggregate
redemption price of the securities that were redeemed during that year (and
during any earlier fiscal year ending on or after October 11, 1995), but
that were not used previously by the fund to reduce its registration fees.
A fund that makes its fee payment late will be required to pay interest on
the unpaid amount at a rate set by the Secretary of the Treasury.<(4)>
Amended section 24(f) will provide the exclusive means for registering fund
securities under the Securities Act.<(5)>
On July 14, 1997, the Commission issued a release proposing to amend
or rescind several rules and forms under the Investment Company Act and the
Securities Act to implement the Improvement Act's amendments to section 24
("Proposing Release").<(6)> The proposals included revisions to Form
<(3)> Section 24(f)(1), as amended. Amended section 24(f)
becomes effective on the earlier of October 11, 1997 or the
effective date of Commission rulemaking implementing amended
section 24(f). See 15 U.S.C. 80a-24 note. For purposes of
convenience, section 24, as amended when section 203 of the
Improvement Act becomes effective, is referred to in this Release
as "amended section 24" or "section 24, as amended."
<(4)> Section 24(f)(3), as amended.
<(5)> Section 203 of the Improvement Act rescinded the
provisions of sections 24(e) and (f) that allow for post-
effective amendment and post-sale registration of securities.
Closed-end management investment companies will continue to
register their shares and pay registration fees pursuant to
section 6(b) of the Securities Act at the time of the offering.
<(6)> Registration under the Securities Act of 1933 of Certain
Investment Company Securities, Investment Company Act Release No.
22747 (July 14, 1997) [62 FR 38495 (July 18, 1997)].
======END OF PAGE 3======
24F-2, the Form that is required to accompany fund registration fees. The
Commission received seven comment letters, which generally supported the
proposed amendments. The Commission is adopting the amendments
substantially as proposed.
II. DISCUSSION
A. Amendments to Rule 24f-2
The Commission proposed amending rule 24f-2 to delete provisions made
unnecessary as a result of the Improvement Act, to eliminate the
requirement that Form 24F-2 be accompanied by an opinion of counsel, and to
require the filing of Form 24F-2 within 90 days as required by amended
section 24(f). Commenters supported these amendments, which the Commission
is adopting as proposed.
The Commission also proposed certain technical amendments to rule 24f-
2 concerning fee payments when a fund ceases operations as a result of a
liquidation, merger, or sale of all or substantially all of the assets
(collectively, "merger") of the fund. The Commission is adopting these
amendments, modified slightly from the proposal to reflect technical
suggestions by commenters.<(7)>
<(7)> The proposed amendments included a provision clarifying
that the special rule provisions for reorganizations are not
available in a transaction designed to result in the merger of
two operating funds. No commenter addressed this proposed
clarification, but one commenter urged that the rule treat all
mergers as it does reorganizations and permit any unused
redemption credits to be assumed by the successor fund. The
Commission's proposal entailed merely clarifying the rule's
provisions relating to mergers; thus, the commenter's suggestion
is beyond the scope of the rule proposal. The Commission
believes this suggestion should be addressed only after its
consequences can be fully determined, and is therefore adopting
the merger provisions as proposed.
======END OF PAGE 4======
Finally, the Commission is rescinding, as proposed, rule 24e-2 and
rule 24f-1, which are no longer necessary as a result of the amendment of
section 24(f).
B. Amendments to Form 24F-2
The Commission proposed amendments to Form 24F-2 that would
substantially shorten and simplify the form. The Commission is adopting
these amendments, modified to reflect comments and to add additional
instructions to clarify the operation of rule 24f-2, as amended.
1. Prepaid Shares
Since 1977, rule 24f-2 has permitted a fund to offset its aggregate
sales with aggregate redemptions in calculating its registration
fee.<(8)> If redemptions exceed sales in a fiscal year, under rule
24e-2 a fund may, under existing rules, use those "redemption credits" to
offset registration fees payable for securities registered during the next
fiscal year in a post-effective amendment to the fund's registration
statement. Shares registered pursuant to rule 24e-2 are, in effect, "pre-
paid."
This system has been substantially revised by the Improvement Act.
After the effective date of the adopted rule amendments, unused redemption
credits from one fiscal year will be available in succeeding fiscal years,
and there will be no need to register shares pursuant to a post-effective
amendment.<(9)> Before the effective date of these rules, however,
<(8)> See Proposing Release, supra note 6 at nn.8-10 and
accompanying text.
<(9)> The Improvement Act amended section 24(f) to permit a fund
to reduce its registration fee by the aggregate price of
securities redeemed during the fiscal year, and any prior fiscal
(continued...)
======END OF PAGE 5======
some funds will have accumulated a "bank" of pre-paid shares on which a new
registration fee need not be paid under section 24(f), as amended. Form
24F-2, currently and as amended, requires that only shares registered
pursuant to section 24(f) be included in determining the aggregate shares
sold during the year.<(10)> At the suggestion of three commenters,
the Commission is adding a new item to the Form that will provide funds
space on the Form to reflect information on pre-paid shares, which should
assist their personnel in tracking that information.<(11)>
2. Mergers
The Commission is adding two instructions to Form 24F-2 to clarify the
operation of the merger provisions of rule 24f-2. The first clarifies that
the securities of a fund that are converted or exchanged (the "Predecessor
<(9)>(...continued)
year ending on or after October 11, 1995 that were not used
previously to reduce fees payable to the Commission. In this
way, amended section 24(f) will permit funds to net redemptions
from previous fiscal years without having to "preserve" those
redemption credits through filing periodic post-effective
amendments pursuant to rule 24e-2, which, as noted above, is
being rescinded.
<(10)> Shares registered pursuant to rule 24e-2 may be excluded
from the aggregate shares sold. See Item 5(i). Funds may
therefore sell pre-paid shares without being required to pay
additional registration fees.
<(11)> Item 6 requires the fund to include the information
regarding the number of pre-paid shares, if any, that were used
to reduce the aggregate sales price of fund shares sold during
the fiscal year, and the balance of any pre-paid shares that may
remain and are eligible for use in future years. Commenters and
others have inquired if there is a specific method they should
use when converting a number of pre-paid shares into a dollar
amount. The Commission believes that a fund may use any
reasonable method that is applied consistently when converting a
number of pre-paid shares into a dollar amount for purposes of
determining the aggregate price of securities sold during the
fiscal year pursuant to rule 24f-2.
======END OF PAGE 6======
Fund") to those of another (the "Successor Fund") must be treated as
redemptions on the Predecessor Fund's final Form 24F-2.<(12)> The
second clarifies that, in a reorganization in which the Predecessor Fund is
not deemed to cease operations for purposes of rule 24f-2, the Successor
Fund assumes the sales and the redemption credits of the Predecessor Fund,
which need not file a final Form 24F-2.<(13)>
3. Shares Sold to Unit Investment Trusts
Form 24F-2 has included since its adoption a special instruction that
permits a fund to exclude from its aggregate sales, the sales of securities
sold to an unmanaged separate account organized as a UIT that itself issued
securities on which registration fees have been paid.<(14)> This
exclusion was created to prevent "double payment" of registration fees for
the same aggregate proceeds from investors in variable insurance
products.<(15)> Two commenters argued that the logic of this
exclusion supported extending it to funds selling shares to UITs issuing
periodic payment plans. The Commission agrees and is revising the
instruction to Form 24F-2 to apply to shares sold to any UIT.<(16)>
<(12)> See Instruction C.2(a).
<(13)> See Instruction C.2(b).
<(14)> See Instruction C.3.
<(15)> See Registration Fees for Certain Investment Companies,
Investment Company Act Release No. 21332 (Sept. 1, 1995) [60 FR
47041 (Sept. 11, 1995)] at nn.29-31 and accompanying text.
<(16)> See Instruction C.3. In both arrangements, a fund sells
shares to a UIT that acts as a mere conduit for the investor's
investment in the underlying fund. The Commission believes,
therefore, that the rationale for relieving investors in variable
insurance products from double payment of registration fees
applies with equal force to investors in periodic payment plans.
(continued...)
======END OF PAGE 7======
C. Conforming Amendments
The Commission is adopting, as proposed, amendments to several forms
and rules to reflect the revisions to section 24(f) and rule 24f-2 and the
rescission of rules 24e-2 and 24f-1.<(17)>
D. Transition/Effective Date
The rule and form amendments adopted today are effective on October
11, 1997, the effective date of the amendments to section 24 of the
Investment Company Act. All funds must use Form 24F-2, as revised by these
amendments, for filings made on or after October 11, 1997. Funds with a
fiscal year ending on or after July 13, 1997 (90 days before October 11,
1997) that file Form 24F-2 on or after October 11, 1997 may net redemptions
against sales pursuant to section 24(f) as amended. Funds that file for
fiscal years ended after April 14, 1997, but before July 13, 1997 may net
redemptions against sales, but must pay interest from the due date of the
filing.
Section 24(f), as revised, applies to any fund with an effective
registration statement under the Securities Act. Accordingly, the
Commission will consider any fund that has an effective registration
statement on October 11, 1997 to have registered, by operation of law, an
<(16)>(...continued)
The Commission is not adopting, however, two commenters'
suggestion that the instructions permit exclusion of the value of
fund shares sold to a management investment company in a "fund-
of-funds" arrangement. Unlike the UIT arrangements discussed
above, a management company in a fund-of-funds arrangement does
not act as a conduit for investments in the other funds.
<(17)> Rule 485 under the Securities Act; Form N-1A; Form N-3;
Form N-4; Form S-6; Form N-14; rule 24e-1 under the Investment
Company Act; rule 13 of Regulation S-T; and rule 3a of the
Commission's Informal and Other Procedures.
======END OF PAGE 8======
indefinite amount of shares. After October 11, 1997, when the fund next
files its post-effective amendment(s), it should also revise the cover
pages of its registration statement to delete statements regarding the
indefinite registration of securities.
The October 11, 1997 effective date of the rule and form amendments is
less than 30 days after publication in the Federal Register, pursuant to
the "good cause" exception under the Administrative Procedure Act, 5 U.S.C.
553(d)(3). As discussed above, these rule and form amendments are needed
to accommodate changes to the statute concerning the registration of
securities and the payment of registration fees, and they clarify certain
transitional issues that the statutory amendments do not address. In the
absence of the amendments adopted today, the current rules and forms would
continue to be in effect, even though they do not correspond to the amended
statutory provisions. The potential confusion that could result concerning
the applicable requirements for funds could be detrimental to investors and
to market participants. In addition, because funds are currently required
to file Form 24F-2 and the rule and form amendments simplify this process,
the Commission does not believe that an accelerated effective date will
cause hardship to affected funds. Accordingly, the Commission finds that
there is good cause for effectiveness of the rule and form amendments on
October 11, 1997.
III. COST-BENEFIT ANALYSIS
In the Proposing Release, the Commission provided a Cost-Benefit
Analysis on the amendments and requested comments. No comments were
received on these matters. The Commission is sensitive to the costs and
benefits imposed by its rules. The Commission notes that the amendments
======END OF PAGE 9======
implement the changes mandated by the Improvement Act to the system for
registering fund securities under the Securities Act. The amendments
reflect the requirements of amended section 24 of the Investment Company
Act and do not impose any additional requirements. The amendments to Form
24F-2 should assist funds in calculating their registration fees and
interest, if any, under amended section 24(f). Based on its experience
with Form 24F-2, the Commission believes that the benefits to funds and the
Commission of having a standardized format for registration fee filings and
the guidance provided by the Form outweigh any burdens associated with
filing the Form. In the past, Form 24F-2 has made it easier for funds to
calculate registration fees and reduced errors in fee calculations.
Amended Form 24F-2 would continue these benefits.
The principal economic effect of the amendments is to increase the
number of filers of Form 24F-2. The Commission estimates that there will
be approximately 500 new filers of the Form. The only new costs that will
be imposed for these new filers will be the cost of filing the form
annually, which is estimated to average $10 per filer. While in the
aggregate there will be more filers of Form 24F-2, the reduction in the
amount of time required to file the Form is expected to reduce the total
filing costs by $60,120.
The other possible economic effect of the amendments is due to the
requirement (also included in the changes made by Congress to section 24)
that interest be paid on any registration fees that are paid more than 90
days after the end of the fiscal year. This economic effect also should be
insignificant because, based on the Commission's past experience, very few
(less than five) registrants annually file Form 24F-2 late.
======END OF PAGE 10======
The Commission estimates that there will be a nearly 50% reduction in
the average time it takes filers to complete the Form. The additional
guidance provided on the Form will make it easier and less time consuming
for investment companies to calculate the registration fees due and to
avoid errors in fee calculations. Thus, the amendments will not result in
a major increase in either costs or prices. In addition, the amendments
should have no adverse effects on efficiency, competition, or capital
formation.
IV. PAPERWORK REDUCTION ACT
As set forth in the Proposing Release, Form 24F-2 contains "collection
of information" requirements within the meaning of the Paperwork Reduction
Act of 1995 ("PRA").<(18)> Accordingly, the collection of
information requirements contained in the rule amendments were submitted to
the Office of Management and Budget ("OMB") for review pursuant to section
3507(d) of the PRA. No comments were received on the proposal with respect
to the PRA submission.<(19)> The collection of information
requirements are in accordance with section 3507 of the PRA. An agency may
not conduct or sponsor, and a person is not required to respond to, a
collection of information unless the agency displays a valid OMB control
number. OMB approved the PRA request and assigned a control number of
3235-0456, with an expiration date of August 31, 2000.
Form 24F-2 provides a standardized format for funds' annual
registration fee filings and assists funds in calculating the fees. Form
<(18)> 44 U.S.C. 3501 - 3520.
<(19)> One commenter did refer to the Paperwork Reduction Act in
connection with suggesting amendments not proposed by the
Commission.
======END OF PAGE 11======
24F-2 is required to be filed annually. It is estimated that approximately
6681 funds file Form 24F-2. The current average annual burden per
respondent for Form 24F-2 is estimated to be 1.9 hours. The total annual
burden for all respondents for Form 24F-2 is estimated to be 12,694 hours.
The amendments would reduce the annual burden per respondent for Form 24F-2
from 1.9 hours to 1 hour.
The amendments to this collection of information are necessary to
implement the changes to section 24 of the Investment Company Act made by
the Improvement Act. The information collection requirements imposed by
Form 24F-2 are mandatory. Responses to the collection of information will
not be kept confidential.
V. SUMMARY OF REGULATORY FLEXIBILITY ANALYSIS
A summary of the Initial Regulatory Flexibility Analysis, which was
prepared in accordance with 5 U.S.C. 603, was published in the Proposing
Release. No comments were received on this analysis. The Commission has
prepared a Final Regulatory Flexibility Analysis ("FRFA") in accordance
with 5 U.S.C. 604 regarding the rule and form amendments. The FRFA states
that the amendments to rule 24f-2 and Form 24F-2 implement the provisions
of the Improvement Act governing registration of fund securities under the
Securities Act. The FRFA further states that the conforming amendments to
rules and forms conform the relevant provisions to the requirements of
amended section 24 of the Investment Company Act. The FRFA indicates that
the amendments are designed to make it easier for funds to comply with the
new statutory provisions and provide guidance on calculating registration
fees on fund securities.
======END OF PAGE 12======
The FRFA sets forth the statutory authority for the amendments. The
FRFA also discusses the effect of the amendments on funds that are small
entities. For purposes of the amendments, small entities are funds with
assets of $50 million or less at the end of their most recent fiscal year.
Based on a review of data filed by funds with the Commission, it is
estimated that approximately 948 funds may be considered small entities.
The FRFA states that the amendments would assist small entities in
complying with the new statutory requirements.
The FRFA states that the amendments would not impose any new
reporting, recordkeeping or other compliance requirements, and that the
Commission believes that there are no rules that duplicate, overlap or
conflict with the amendments.
The FRFA discusses the various alternatives considered by the
Commission in connection with the amendments that might minimize the effect
on small entities, including: (a) the establishment of differing
compliance or reporting requirements or timetables that take into account
the resources available to small entities; (b) the clarification,
consolidation, or simplification of compliance and reporting requirements
under the rule for small entities; (c) the use of performance rather than
design standards; and (d) an exemption from coverage of the rule, or any
part of the rule, for small entities. Performance, rather than design,
standards are incorporated in amended section 24(f) of the Investment
Company Act, and are therefore incorporated into the rule and form
amendments, to the extent that (i) registration fees on fund shares are
based on sales less redemptions, and (ii) a fund is required to pay
interest if the registration fee is paid late.
======END OF PAGE 13======
The Commission believes that it would be inconsistent with the
purposes of amended section 24 of the Investment Company Act to exempt
small entities from the amendments. The Commission considered not having a
standardized form to accompany the funds' annual registration fee filings.
Based on the Commission's and funds' experience prior to the adoption of
Form 24F-2, and the comments received when Form 24F-2 was proposed,
however, the Commission believes that Form 24F-2 has been beneficial. Form
24F-2 has made it easier for funds to calculate registration fees and
reduced errors in fee calculations.
Different compliance or reporting requirements for small entities are
not necessary because the amendments do not establish any new reporting,
recordkeeping or compliance requirements. The Commission has determined
that it is not feasible to further clarify, consolidate or simplify the
amendments for small entities. Cost-benefit information reflected in the
"Cost-Benefit Analysis" section of this Release also is reflected in the
FRFA. A copy of the FRFA may be obtained by contacting Robin S. Gross,
Mail Stop 10-2, Securities and Exchange Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
VI. STATUTORY AUTHORITY
The Commission is rescinding rules 24e-2 and 24f-1, and amending rules
24e-1 and 24f-2 and Form 24F-2, pursuant to the authority set forth in
sections 24 and 38(a) of the Investment Company Act [15 U.S.C. 80a-24, -
37(a)]. The Commission is amending rule 485 pursuant to the authority set
forth in sections 6, 7, 8, 10 and 19(a) of the Securities Act [15 U.S.C.
77f, 77g, 77h, 77j, 77s(a)] and section 38 of the Investment Company Act.
The authority citations for the amendments to Forms N-1A, N-3, N-4, N-14
======END OF PAGE 14======
and S-6, and rule 13 of Regulation S-T and rule 3a of the Commission's
Informal and Other Procedures precede the text of the amendments.
TEXT OF RULE AND FORM AMENDMENTS
List of Subjects
17 CFR Part 202
Administrative practice and procedure, Securities.
17 CFR Parts 230, 270 and 274
Investment companies, Reporting and recordkeeping requirements,
Securities.
17 CFR Part 232
Administrative practice and procedure, Reporting and recordkeeping
requirements, Securities.
17 CFR Part 239
Reporting and recordkeeping requirements, Securities.
For the reasons set out in the preamble, Title 17, Chapter II of the
Code of Federal Regulations is amended as follows:
PART 202 -- INFORMAL AND OTHER PROCEDURES
1. The authority citation for Part 202 continues to read in part as
follows:
Authority: 15 U.S.C. 77s, 77t, 78d-1, 78u, 78w, 78ll(d), 79r, 79t,
77sss, 77uuu, 80a-37, 80a-41, 80b-9, and 80b-11, unless otherwise noted.
* * * * *
2. In 202.3a, the seventh sentence of the introductory text is
amended by adding the phrase ", including fees paid pursuant to Section
24(f) of the Investment Company Act of 1940 (15 U.S.C. 80a-24(f))" after
the phrase "Section 6(b) of the Securities Act of 1933".
======END OF PAGE 15======
PART 230 -- GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933
3. The authority citation for Part 230 continues to read in part as
follows:
Authority: 15 U.S.C. 77b, 77f, 77g, 77h, 77j, 77s, 77sss, 78c, 78d,
78l, 78m, 78n, 78o, 78w, 78ll(d), 78t, 80a-8, 80a-29, 80a-30, and 80a-37,
unless otherwise noted.
* * * * *
4. Section 230.485 is amended by removing paragraphs (b)(1)(i) and
(ii) and redesignating paragraphs (b)(1)(iii) through (ix) as paragraphs
(b)(1)(i) through (vii), revising the reference to "paragraph (b)(1)(ix)"
in the introductory text of paragraph (b)(2) to read "paragraph
(b)(1)(vii)" and the two references to "paragraph (b)(1)(v)" in paragraph
(d)(2)(ii)(B) and the undesignated paragraph that follows to read
"paragraph (b)(1)(iii)".
PART 232 -- REGULATION S-T -- GENERAL RULES AND REGULATIONS FOR ELECTRONIC
FILINGS
5. The authority citation for Part 232 continues to read as follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a), 78c(b),
78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 79t(a), 80a-8, 80a-29, 80a-30 and
80a-37.
6. Section 232.13 is amended in paragraph (a)(1)(iii) by adding
after the words "Securities Act filings" the phrase ", including filings
under section 24(f) of the Investment Company Act (15 U.S.C. 80a-24(f))".
PART 239 -- FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
7. The authority citation for Part 239 continues to read in part as
follows:
======END OF PAGE 16======
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77sss, 78c, 78l,
78m, 78n, 78o(d), 78u-5, 78w(a), 78ll(d), 79e, 79f, 79g, 79j, 79l, 79m,
79n, 79q, 79t, 80a-8, 80a-29, 80a-30 and 80a-37, unless otherwise noted.
* * * * *
8. Form S-6 (referenced in 239.16) is amended on the cover page by
removing the words "and amount" in Item E, removing Items F and G, and
redesignating Item H as Item F.
Note: Form S-6 does not, and the amendment will not, appear in the
Code of Federal Regulations.
Note: Form N-14 does not, and the amendments will not, appear in the
Code of Federal Regulations.
9. Form N-14 (referenced in 239.23) is amended on the cover page
by revising the Instruction to the table "Calculation of Registration Fee
under the Securities Act of 1933" to read as follows:
FORM N-14
* * * * *
Calculation of Registration Fee under the Securities Act of 1933
* * * * *
Instruction
Registrants relying on section 24(f) of the Investment Company Act, which
permits registration of an indefinite number of securities, need not
include the Securities Act registration fee table, but must provide the
"Title of Securities Being Registered" and state that no filing fee is due
because of reliance on section 24(f).
* * * * *
10. Form N-14 (referenced in 239.23) is amended by revising General
Instruction B to read as follows:
FORM N-14
======END OF PAGE 17======
* * * * *
General Instructions
* * * * *
B. Registration Fee
Section 6(b) of the 1933 Act and Rule 457 [17 CFR 230.457] thereunder
set forth the fee requirements under the 1933 Act. Registrants relying on
section 24(f) of the 1940 Act, which permits registration of an indefinite
number of shares, are directed to rule 24f-2 under the 1940 Act [17 CFR
270.24f-2] regarding payment of the registration fee. If, contemporaneous
with a filing on Form N-14, an open-end management company is offering its
securities to the public by means of a current prospectus under an
effective registration statement, the prospectus included in a registration
statement filed on Form N-14 may be used, under Rule 429(a) [17 CFR
230.429(a)], in connection with the securities covered by the earlier
registration statement.
* * * * *
PART 270 -- RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940
11. The authority citation for Part 270 is amended by adding the
following citation to read as follows:
Authority: 15 U.S.C. 80a-1 et seq., 80a-37, 80a-39 unless otherwise
noted;
* * * * *
Section 270.24f-2 also issued under 15 U.S.C. 80a-24(f)(4).
12. Section 270.24e-1 is amended by removing the reference "24(e)(3)"
each time it appears and adding the reference "24(e)".
13. Section 270.24e-2 is removed.
======END OF PAGE 18======
14. Section 270.24f-1 is removed.
15. Section 270.24f-2 is revised to read as follows:
270.24f-2. Registration under the Securities Act of 1933 of certain
investment company securities.
(a) General. Any face-amount certificate company, open-end management
company or unit investment trust ("issuer") that is deemed to have
registered an indefinite amount of securities pursuant to section 24(f) of
the Act [15 U.S.C. 80a-24(f)] must, not later than 90 days after the end of
any fiscal year during which it has publicly offered such securities, file
Form 24F-2 (17 CFR 274.24) with the Commission. Form 24F-2 must be
prepared in accordance with the requirements of that Form, and must be
accompanied by the payment of a registration fee with respect to the
securities sold during the fiscal year in reliance upon registration
pursuant to section 24(f) of the Act calculated in the manner specified in
section 24(f) of the Act and in the Form. An issuer that pays the
registration fee more than 90 days after the end of its fiscal year must
pay interest in the manner specified in section 24(f) of the Act and in
Form 24F-2.
(b) Issuer ceasing operations; mergers and other transactions. For
purposes of this section, if an issuer ceases operations, the date the
issuer ceases operations will be deemed to be the end of its fiscal year.
In the case of a liquidation, merger, or sale of all or substantially all
of the assets ("merger") of the issuer, the issuer will be deemed to have
ceased operations for purposes of this section on the date the merger is
consummated; provided, however, that in the case of a merger of an issuer
or a series of an issuer ("Predecessor Issuer") with another issuer or a
series of an issuer ("Successor Issuer"), the Predecessor Issuer will not
======END OF PAGE 19======
be deemed to have ceased operations and the Successor Issuer will assume
the obligations, fees, and redemption credits of the Predecessor Issuer
incurred pursuant to section 24(f) of the Act and 270.24e-2 (as in effect
prior to October 11, 1997; see 17 CFR Part 240 to End, revised as of April
1, 1997) if the Successor Issuer:
(1) Had no assets or liabilities, other than nominal assets or
liabilities, and no operating history immediately prior to the merger;
(2) Acquired substantially all of the assets and assumed substantially
all of the liabilities and obligations of the Predecessor Issuer; and
(3) The merger is not designed to result in the Predecessor Issuer
merging with, or substantially all of its assets being acquired by, an
issuer (or a series of an issuer) that would not meet the conditions of
paragraph (b)(1) of this section.
(c) Counting days. To determine the date on which Form 24F-2 must be
filed with the Commission under paragraph (a) of this section, the first
day of the 90-day period is the first calendar day of the fiscal year
following the fiscal year for which the Form is to be filed. If the last
day of the 90-day period falls on a Saturday, Sunday or federal holiday,
the period ends on the first business day thereafter.
Note to paragraph (c): For example, a Form 24F-2 for a fiscal year
ending on June 30 must be filed no later than September 28. If September
28 falls on a Saturday or Sunday, the Form must be filed on the following
Monday.
PART 239 -- FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
PART 274 -- FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940
16. The authority citation for Part 274 continues to read as follows:
======END OF PAGE 20======
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m, 78n,
78o(d), 80a-8, 80a-24, and 80a-29, unless otherwise noted.
Note: Form N-1A does not, and the amendments will not, appear in the
Code of Federal Regulations.
17. Form N-1A (referenced in 239.15A and 274.11A) is amended on
the cover page by removing the words "Calculation of Registration Fee Under
the Securities Act of 1933" and the accompanying chart and note, and adding
the following:
"Title of Securities Being Registered .....................................
Omit from the facing sheet reference to the other Act if the
Registration Statement or amendment is filed under only one of the Acts.
Include the "Approximate Date of Proposed Public Offering" and "Title of
Securities Being Registered" only where securities are being registered
under the Securities Act of 1933."
18. Form N-1A (referenced in 239.15A and 274.11A) is amended by
revising General Instruction B to read as follows:
Form N-1A
* * * * *
General Instructions
* * * * *
B. Registration Fees
Registration fees should not be paid when filing this form. See
section 24(f) of the Investment Company Act and rule 24f-2 thereunder.
* * * * *
19. Form N-1A (referenced in 239.15A and 274.11A) is amended by
revising General Instruction F.2 to read as follows:
Note: Form N-1A does not, and the amendments will not, appear in the
Code of Federal Regulations.
======END OF PAGE 21======
Form N-1A
* * * * *
General Instructions
* * * * *
F. Documents Comprising Registration Statement or Amendment
* * * * *
2. A registration statement or an amendment thereto which is
filed under only the 1933 Act shall contain all the information and
documents specified in paragraph 1 of this Instruction F.
* * * * *
20. Form N-1A (referenced in 239.15A and 274.11A) is amended by
removing General Instruction F.3 and redesignating General Instruction F.4
as General Instruction F.3.
Note: Form N-1A does not, and the amendments will not, appear in the
Code of Federal Regulations.
21. Form N-3 (referenced in 239.17a and 274.11b) is amended on
the cover page by removing the words "Calculation of Registration Fee Under
the Securities Act of 1933" and the accompanying chart and note, and adding
the following:
"Title of Securities Being Registered .................................
Omit from the facing sheet reference to the other Act if the
Registration Statement or amendment is filed under only one of the Acts.
Include the "Approximate Date of Proposed Public Offering" and "Title of
Securities Being Registered" only where securities are being registered
under the Securities Act of 1933."
Note: Form N-3 does not, and the amendments will not, appear in the
Code of Federal Regulations.
======END OF PAGE 22======
22. Form N-3 (referenced in 239.17a and 274.11b) is amended by
revising General Instruction B to read as follows:
Note: Form N-3 does not, and the amendments will not, appear in the
Code of Federal Regulations.
Form N-3
* * * * *
General Instructions
* * * * *
B. Registration Fees
Registration fees should not be paid when filing this form. See
section 24(f) of the Investment Company Act and rule 24f-2 thereunder.
* * * * *
23. Form N-3 (referenced in 239.17a and 274.11b) is amended by
revising General Instruction H.2 to read as follows:
Note: Form N-3 does not, and the amendments will not, appear in the
Code of Federal Regulations.
Form N-3
* * * * *
General Instructions
* * * * *
H. Documents Comprising Registration Statement or Amendment
* * * * *
2. A registration statement or an amendment to it which is filed
under only the 1933 Act shall contain all the information and documents
specified in paragraph 1 of this Instruction H.
* * * * *
======END OF PAGE 23======
24. Form N-3 (referenced in 239.17a and 274.11b) is amended by
removing General Instruction H.3 and redesignating General Instructions H.4
and H.5 as General Instructions H.3 and H.4.
Note: Form N-3 does not, and the amendments will not, appear in the
Code of Federal Regulations.
25. Form N-4 (referenced in 239.17b and 274.11c) is amended on
the cover page by removing the words "Calculation of Registration Fee Under
the Securities Act of 1933" and the accompanying chart and note, and adding
the following:
"Title of Securities Being Registered ..................................
Omit from the facing sheet reference to the other Act if the
Registration Statement or amendment is filed under only one of the Acts.
Include the "Approximate Date of Proposed Public Offering" and "Title of
Securities Being Registered" only where securities are being registered
under the Securities Act of 1933."
Note: Form N-4 does not, and the amendments will not, appear in the
Code of Federal Regulations.
26. Form N-4 (referenced in 239.17b and 274.11c) is amended by
revising General Instruction B to read as follows:
Note: Form N-4 does not, and the amendments will not, appear in the
Code of Federal Regulations.
Form N-4
* * * * *
General Instructions
* * * * *
B. Registration Fees
Registration fees should not be paid when filing this form. See
section 24(f) of the Investment Company Act and rule 24f-2 thereunder.
======END OF PAGE 24======
* * * * *
27. Form N-4 (referenced in 239.17b and 274.11c) is amended by
revising General Instruction H.2 to read as follows:
Note: Form N-4 does not, and the amendments will not, appear in the
Code of Federal Regulations.
Form N-4
* * * * *
General Instructions
* * * * *
H. Documents Comprising Registration Statement or Amendment
* * * * *
2. A registration statement or an amendment to it which is filed
under only the 1933 Act shall contain all the information and documents
specified in paragraph 1 of this Instruction H.
* * * * *
28. Form N-4 (referenced in 239.17b and 274.11c) is amended by
removing General Instruction H.3 and redesignating General Instructions H.4
and H.5 as General Instructions H.3 and H.4.
29. Section 274.24 and Form 24F-2 are revised to read as follows:
274.24 Form 24F-2, annual filing of securities sold pursuant to
registration of certain investment company securities.
Form 24F-2 shall be used as the annual report filed by face amount
certificate companies, open-end management companies, and unit investment
trusts pursuant to 270.24f-2 of this chapter for reporting securities
sold during the fiscal year.
======END OF PAGE 25======
Note: Form 24F-2 does not, and the amendments will not, appear in the
Code of Federal Regulations. A copy of Form 24F-2 as revised is attached
as Appendix I to this document.
By the Commission.
Jonathan G. Katz
Secretary
September 10, 1997
======END OF PAGE 26======