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SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 202, 230, 232, 239, 270, and 274
Release Nos. 33-7430, IC-22747, 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: Proposed rules
SUMMARY: The Commission is proposing amendments to 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
proposed amendments are designed to implement the provisions of
the National Securities Markets Improvement Act of 1996 that
simplify the method of determining the amount of these fees.
DATES: Comments must be received on or before August 18, 1997.
ADDRESSES: Comments should be submitted in triplicate to
Jonathan G. Katz, Secretary, Securities and Exchange Commission,
450 Fifth Street, N.W., Stop 6-9, Washington, D.C. 20549.
Comments also may be submitted electronically at the following E-
mail address: rule-comments@sec.gov. All comment letters should
refer to File No. S7-19-97; this file number should be included
on the subject line if E-mail is used. Comment letters will be
available for public inspection and copying in the Commission's
Public Reference Room, 450 Fifth Street, N.W., Washington, D.C.
20549. Electronically submitted comment letters also will be
posted on the Commission's Internet web site (http://www.sec.gov).
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FOR FURTHER INFORMATION CONTACT: Robin S. Gross, Staff Attorney,
or Nadya B. Roytblat, Assistant Office Chief, at (202) 942-0690,
Office of Regulatory Policy, Division of Investment Management,
Stop 10-2, Securities and Exchange Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549.
SUPPLEMENTARY INFORMATION: The Commission is requesting public
comment on amendments to rule 24f-2 [17 CFR 270.24f-2] and Form
24F-2 [17 CFR 274.24] under the Investment Company Act of 1940
[15 USC 80a] (the "Investment Company Act"). In addition, the
Commission is proposing conforming amendments to rule 485 [17 CFR
230.485] under the Securities Act of 1933 [15 USC 77a] (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 Informal and Other Procedures [17 CFR
202.3a]. The Commission is also proposing to rescind rules 24e-2
and 24f-1 under the Investment Company Act [17 CFR 270.24e-2 and
270.24f-1].
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TABLE OF CONTENTS:
EXECUTIVE SUMMARY
I. BACKGROUND
II. DISCUSSION
A. Amendments to Rule 24f-2
1. Form Filing Requirements
2. Fund Mergers and Reorganizations
B. Amendments to Form 24F-2
1. General Information (Proposed Items 1 - 4)
2. The Worksheet
a. Sales Information (Proposed Item 5(i))
b. Redemption Information (Proposed Items 5(ii)
- 5(iv))
c. Registration Fee Calculation (Proposed Items
5(v) - 5(iii))
3. Interest and Other Payment Information (Proposed
Items 6 - 8)
4. Request for Comment
C. Conforming Amendments
1. Rule Rescissions
2. Conforming Amendments to Forms and Rules
D. General Request for Comment
III. COST/BENEFIT ANALYSIS
IV. PAPERWORK REDUCTION ACT
V. SUMMARY OF REGULATORY FLEXIBILITY ANALYSIS
VI. STATUTORY AUTHORITY
TEXT OF PROPOSED RULE AND FORM AMENDMENTS
EXECUTIVE SUMMARY
The Commission is proposing amendments to rule 24f-2 and
Form 24F-2 under the Investment Company Act that prescribe the
methods by which certain investment companies calculate and pay
registration fees under the Securities Act. The proposed
amendments are designed to implement a provision of the National
Securities Markets Improvement Act of 1996 ("Improvement Act")
that amended sections 24(e) and (f) of the Investment Company Act
to simplify the current system for registering investment company
securities. The proposed amendments to rule 24f-2 and Form 24F-2
would streamline the rule and Form to make them consistent with
amended section 24.
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I. BACKGROUND
The Securities Act generally requires issuers that wish to
offer their securities publicly to register the securities with
the Commission and pay a registration fee.-[1]- The
application of these provisions has presented operational
problems for certain types of investment companies. Unlike other
issuers, open-end management investment companies, unit
investment trusts and face-amount certificate companies
(collectively, "funds") sell and redeem their securities on a
continuous basis. A fund often cannot predict the number of
securities it will sell at the time it files its registration
statement under the Securities Act. In addition, funds often
experience a high turnover in their outstanding securities, as a
substantial number of securities that are sold replace securities
that recently have been redeemed or repurchased.-[2]-
Section 24 of the Investment Company Act modifies the
Securities Act registration provisions for funds.-[3]-
---------FOOTNOTES----------
-[1]- Section 5(a) of the Securities Act [15 U.S.C. 77e(a)]
makes it unlawful to sell a security through the mails or in
interstate commerce unless a registration statement is in effect
as to that security. Section 6(a) [15 U.S.C.77f(a)] sets forth
certain requirements for registration statements. Section 6(b)
[15 U.S.C. 77f(b)] specifies the fees that must be paid in
connection with registering securities with the Commission under
the Securities Act.
-[2]- See Computation of Filing Fees for Securities
Registered by Open-End Management Companies, Investment Company
Act Rel. No. 9677 (Mar. 15, 1977) [42 FR 15922 (Mar. 24, 1977)]
(adopting amendments to rule 24e-2).
-[3]- 15 USC 80a-24.
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Section 24 and related rules were designed to address the problem
of inadvertent "over sales" (i.e., sales in excess of securities
registered) that easily could occur with a fund that continually
issues securities.-[4]- Section 24(e) permits a fund to
register additional securities by a post-effective amendment to a
registration statement.-[5]- Section 24(f) permits a fund
to register securities within six months after their sale, but
requires that the fund pay three times the registration fee that
otherwise would be due under section 6(c) of the Securities
Act.-[6]-
Section 24(f) also authorizes the Commission to adopt rules
to permit funds to register an indefinite number of securities.
In 1977, the Commission exercised this authority and adopted rule
24f-2.-[7]- Rule 24f-2 permits a fund to declare that it is
registering an indefinite number of securities ("rule 24f-2
declaration").-[8]- After the end of each of its fiscal
years, the fund must file a notice on Form 24F-2 to make the
registration of securities it sold during the fiscal year
---------FOOTNOTES----------
-[4]- See Investment Company Act Rel. No. 15611 (Mar. 9,
1987) [52 FR 8302 (Mar. 17, 1987)] (proposing amendments to rule
24f-2 relating to certain unit investment trusts).
-[5]- 15 USC 80a-24(e).
-[6]- 15 USC 80a-24(f).
-[7]- Registration of an Indefinite Number of Investment
Company Shares, Investment Company Act Rel. No. 9989 (Nov. 3,
1977) [42 FR 58400 (Nov. 9, 1977)].
-[8]- Rule 24f-2(a)(1) [17 CFR 270.24f-2(a)(1)].
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"definite" and pay a registration fee with respect to those
securities.-[9]- Under certain circumstances, the fund may
offset, or "net," sales made during the fiscal year against
redemptions effected during the fiscal year for the purpose of
calculating the fund's Securities Act registration
fee.-[10]-
These statutory provisions and rules, taken together, have
provided funds with significant flexibility to avoid over sales
and to reduce their registration fees. These provisions,
however, are highly complex. Funds are presented with a number
of options for registering their securities and using redemptions
to offset sales. Inadvertent non-compliance with, failure to
understand the interrelationship of, or a late filing pursuant to
these provisions can result in a fund facing significant adverse
consequences.-[11]-
---------FOOTNOTES----------
-[9]- Rule 24f-2(b)(1) [17 CFR 270.24f-2(b)(1)].
-[10]- Rule 24f-2(c) [17 CFR 270.24f-2(c)]. The rule that
governs the computation of fees for registering securities by
post-effective amendment, rule 24e-2, allows a fund to take a
credit for securities redeemed during the previous fiscal year.
Thus, a fund that has had redemptions in excess of sales in one
fiscal year can apply the unused redemptions to reduce
registration fees that it would pay under rule 24e-2 in the next
fiscal year (in effect, preserving the unused redemptions).
-[11]- Under rule 24f-2, failure to pay the registration
fee within 60 days after the end of the fund's fiscal year
precludes the fund's netting sales against redemptions for
purposes of fee calculations, resulting in a significantly higher
registration fee. Failure to pay the fee within 180 days could
result in the fund being deemed to have sold unregistered
securities. These penalties were not designed to protect the
interests of fund shareholders; rather, they reflected a mismatch
(continued...)
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The Improvement Act amended sections 24(e) and (f) of the
Investment Company Act, among other things, to create a new,
simpler system for the registration of fund securities under the
Securities Act.-[12]- 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 effective date of its registration statement
under the Securities Act.-[13]- The fund then will pay a
fee within 90 days after the end of each of its fiscal years
based upon the sale price of the fund securities sold during that
fiscal year (including securities issued pursuant to a dividend
reinvestment plan ("DRIP securities")) reduced by (i) the
aggregate redemption price of the securities redeemed during that
year and (ii) the aggregate redemption price of the securities
redeemed during any prior fiscal year ending on or after October
11, 1995 that were not used previously by the fund to reduce its
---------FOOTNOTES----------
-[11]-(...continued)
of the fee payment structure of the Securities Act and the
reality of fund operations. See The Securities Investment
Promotion Act of 1996: Hearing on S. 1815 Before the Senate
Comm. on Banking, Housing, and Urban Affairs, 104th Cong., 2d
Sess. 39 (1996) (testimony of Arthur Levitt, Chairman, SEC).
-[12]- Section 203 of the Improvement Act, Pub. L. No. 104-
290 (1996).
-[13]- 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 USC 80a-24 note. For purposes of
convenience, section 24, as it will be 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."
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registration fees. Section 24(f) will provide the exclusive
means for registering fund securities.-[14]-
The Improvement Act also will replace the current provisions
for late payment of registration fees with an interest payment
requirement. A fund will not be deemed to have sold unregistered
securities or lose the ability to net sales against redemptions
solely because its registration fee was paid late. Instead, to
compensate the U.S. Treasury for any delay in the receipt of
revenues from a late payment of registration fees, amended
section 24(f) will require the fund to pay interest charges on
late payments.-[15]-
The Commission is proposing amendments to several rules and
forms under the Investment Company Act and the Securities Act to
implement the Improvement Act's amendments to section 24. The
Commission also is proposing to rescind two rules under the
Investment Company Act relating to the registration of fund
securities that will no longer be necessary when the amendments
to section 24 become effective.
II. DISCUSSION
A. Amendments to Rule 24f-2
-[14]- Section 203 of the Improvement Act will rescind the
provisions of sections 24(e) and (f) that allow for post-
effective amendment and post-sale registration of securities.
See supra notes 5-6 and accompanying text.
-[15]- Section 24(f)(3), as amended. See also, H. R. REP.
NO. 622, 104th Cong., 2d Sess. 44 (1996) [hereinafter "House
Report"]. Payment of interest will not preclude the Commission
from bringing an action to enforce the requirements of section
24(f). Section 24(f)(3), as amended.
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Rule 24f-2 currently contains detailed technical provisions
setting out when Securities Act registration fees must be paid,
the calculation of registration fees, and the circumstances under
which a fund may net sales against redemptions in calculating its
fee. As a result of the amendments to section 24(f), many of
these provisions can be eliminated and the rule can be simplified
significantly.-[16]-
1. Form Filing Requirements
The rule, as proposed to be amended, generally would require
a fund to file a Form 24F-2 within 90 days after the end of each
of its fiscal years.-[17]- The amended rule also would
specify that any fund that pays the fee more than 90 days after
the end of its fiscal year will be required to pay interest in
the manner specified in amended section 24(f) and in Form 24F-2.
The Commission is proposing to eliminate the provision in
-[16]- For example, the current rule requires a fund to
elect to register an unlimited number of securities. Rule 24f-
2(a) [17 CFR 24f-2(a)]. This provision can be eliminated
because, under section 24(f) as amended, all funds will be deemed
to have registered an indefinite number of securities upon the
effective date of their Securities Act registration statement.
Similarly, the rule's netting provision can be eliminated because
amended section 24(f) includes a netting provision. Finally,
because funds are required to file Form 24F-2 with the Commission
electronically using the Commission's Electronic Data Gathering,
Analysis, and Retrieval system, the amended rule would not
contain any provisions that suggest that the Form can be filed on
paper.
-[17]- The current rule has a provision explaining how to
calculate the relevant time periods under the rule. Rule 24f-
2(e) [17 CFR 270.24f-2(e)]. The amended rule would retain this
provision, as well as the explanatory note that provides an
example of how to determine the filing date. Proposed rule 24f-
2(c).
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current rule 24f-2 that a Form 24F-2 is deemed timely filed,
regardless of when it reaches the Commission, if the fund
establishes that it timely transmitted the Form to a third party
that guaranteed delivery no later than the filing
date.-[18]- This provision was adopted in 1995 in response
to a series of late filings made by certain funds that would have
resulted in these funds losing the ability to net redemptions
against sales without exemptive relief from the
Commission.-[19]- This provision appears inconsistent with
one of the reasons for the interest payment requirement in
amended section 24(f) -- to compensate the U.S. Treasury for any
delay in the timely receipt of revenue.-[20]-
The Commission is proposing to eliminate the requirement in
current rule 24f-2 that a fund's Form 24F-2 be accompanied by an
opinion of counsel stating that the securities which Form 24F-2
"makes definite in number," were legally issued, fully paid, and
non-assessable.-[21]- This opinion requirement no longer
seems necessary in light of amended section 24(f)'s providing for
the registration of an indefinite number of securities in all
-[18]- Rule 24f-2(f) [17 CFR 24f-2(f)].
-[19]- See Registration Fees for Certain Investment
Companies, Investment Company Act Release No. 21332 (Sept. 1,
1995) [60 FR 47041 (Sept. 11, 1995)] ("1995 Adopting Release") at
nn.7-10 and accompanying text.
-[20]- See supra note 15 and accompanying text.
-[21]- Rule 24f-2(b)(1) [17 CFR 24f-2(b)(1)].
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cases. In addition, the relevant registration forms require
funds to file an opinion of counsel to address the legality of
the securities being registered.-[22]-
Comment is requested on the general approach of the proposed
amendments. Should any provisions that would be eliminated from
the rule be retained? Comment also is requested whether the
opinion requirement should be retained in order to provide
additional assurance that fund securities are legally issued.
2. Fund Mergers and Reorganizations
Like the current rule, the amended rule would specify that
the date on which a fund ceases operations would be deemed to be
the end of the fund's fiscal year.-[23]- As under the
current rule, a fund that ceases operations because it is merged
into an operating fund would file a Form 24F-2 with respect to
its final fiscal year. The acquiring fund would not assume the
redemptions ("redemption credits") of the acquired fund to reduce
its registration fees.
Rule 24f-2 provides two exceptions to this provision that
would continue to be available under the amendment
("reorganization exceptions"). The first exception is a
reorganization undertaken for the purpose of changing the state
of incorporation or form of organization of a fund ("predecessor
-[22]- See, e.g., item 24(b)(10) of Form N-1A (requiring an
opinion of counsel stating that the securities registered will,
when sold, be legally issued, fully paid and non-assessable).
-[23]- Rule 24f-2(b)(3) [17 CFR 270.24f-2(b)(3)]; proposed
rule 24f-2(b).
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fund"), that satisfies the requirements of rule 414 of Regulation
C under the Securities Act.-[24]- In such a
reorganization, the fund that remains after the transaction
("successor fund"), may assume any remaining redemption credits
of the predecessor fund. The other exception involves the merger
of the predecessor fund into a newly-created series of a "series
company" as defined in rule 18f-2 under the Investment Company
Act.-[25]- In each case, the successor fund assumes the
assets and liabilities of the predecessor fund, continues the
predecessor fund's business, and each shareholder of the
predecessor fund, following the transaction, owns the same pro
rata interest in the same portfolio of securities as the
shareholder owned before the transaction occurred. In both
instances, therefore, the predecessor fund is not being acquired
by an operating fund.
The proposed amendments would simplify the reorganization
-[24]- Rule 24f-2(b)(3)(i) [17 CFR 270.24f-2(b)(3)(i)];
rule 414 [17 CFR 230.414]. Rule 414 generally provides that the
registration statement of a predecessor company will be deemed to
be the registration statement of the successor company when the
purpose of the reorganization is to change the company's domicile
or form of organization, provided certain conditions are
satisfied.
-[25]- Rule 24f-2(b)(3)(ii) [17 CFR 270.24f-2(b)(3)(ii)];
rule 18f-2 [17 CFR 270.18f-2]. A series company is a fund that
issues two or more series of securities, each of which is
preferred over all other series with respect to a specific
portfolio of assets. A merger into a series of another fund
generally would not satisfy the requirements of rule 414 because
the successor series would be part of a separately registered
series company and would not necessarily adopt the predecessor
fund's registration statement as its own, as required by rule
414.
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exceptions by deleting the references to rules 414 and 18f-2.
The amended rule would permit the successor fund to assume the
redemption credits of the predecessor fund if the successor fund
(i) had no assets or liabilities, other than nominal assets or
liabilities, and no operating history prior to the merger; and
(ii) acquired all of the assets and assumed all of the
liabilities and obligations of the predecessor fund.-[26]-
Satisfying these conditions, which are derived from rule 414,
demonstrates that the transaction was effected solely to change
the form of organization of the predecessor fund. Comment is
requested whether the proposed amendments would simplify the rule
or whether the terminology of the current rule should be
retained.
The proposed amendments would clarify that the
reorganization exceptions are not available in a transaction
designed to result in the predecessor fund merging with a fund
that was not a shell prior to the merger.-[27]- This
clarification is intended to prevent redemption credits from
being preserved in instances when the ultimate purpose of the
transaction is to merge the predecessor fund into an operating
fund.
B. Amendments to Form 24F-2
-[26]- Proposed rule 24f-2(b). The proposed amendments
would make clear that the successor fund may be a series of a
series company.
-[27]- Proposed rule 24f-2(b)(3).
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Form 24F-2 was adopted by the Commission in 1995 to provide
a standard format for the annual registration fee filings
required by rule 24f-2.-[28]- The Commission is proposing
amendments to Form 24F-2 to reflect the changes made by the
Improvement Act. Form 24F-2, as proposed to be amended, would
consist of 8 Items and Instructions for completing and filing the
Form.-[29]- The proposed Items include identifying
information about the fund, a worksheet for calculating the
registration fee, and provisions regarding paying the fee and any
interest that may be due.
1. General Information (Proposed Items 1 - 4)
Like the current Form, the amended Form would require
certain identifying information concerning the fund and the class
or series of securities to which the filing relates.-[30]-
Unlike the current Form, the amended Form would not require
---------FOOTNOTES----------
-[28]- See 1995 Adopting Release, supra note 19, at nn. 33-
43 and accompanying text.
-[29]- Reflecting current practice, the proposed amendments
would require a fund choosing to calculate registration fees on a
class-by-class or series-by-series basis to make one filing,
consisting of a separate Form 24F-2 for each class or series.
See Instruction A.1 to Form 24F-2 as proposed to be amended.
-[30]- Items 1, 2, 3 and 4 of Form 24F-2 as proposed to be
amended. Proposed Item 4, which requires the fund to provide the
date of its fiscal year-end also would require the fund to
indicate whether the Form was being filed late. This requirement
is designed to facilitate Commission processing of a late filing
that would require the payment of interest. Proposed Item 4 also
would include a box to be checked if the filing is the last time
the fund will be filing the Form (for example, if the fund is
ceasing operations). This Item would replace current Item 6,
which requires a fund to indicate if it is terminating its rule
24f-2 declaration.
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information about securities registered other than pursuant to
rule 24f-2.-[31]- This information is not directly
relevant to the calculation of the registration fee; rather the
Items requiring this information were designed to assist funds in
determining that all their securities were registered. The need
to determine this information will be substantially reduced as
funds sell shares that were previously registered. Comment is
requested whether the Form should continue to require this
information to assist fund compliance personnel in determining
whether securities sold by the fund have been appropriately
registered.
2. The Worksheet
The proposed worksheet in Form 24F-2 would be less complex
than the one in the current Form, reflecting the simplified
registration system of amended section 24(f). It would consist
of eight line items.
a. Sales Information (Proposed Item 5(i))
Section 24(f)(2), as amended, will require that a fund
calculate its fee based only on the number of securities sold
during the fiscal year pursuant to an indefinite registration of
securities under section 24(f). In this way, section 24(f) will
avoid imposing a fee on securities that were registered pursuant
to section 24(e) prior to the effective date of the amendments to
section 24(f) and on which a registration fee had already been
---------FOOTNOTES----------
-[31]- Items 7, 8 and 9 of Form 24F-2.
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paid.-[32]-
Reflecting the statutory provision, proposed Item 5(i) of
the worksheet would require the aggregate sale price of
securities sold during the fiscal year pursuant to section 24(f).
Proposed Instruction to the amended Form would remind funds to
include in this Item DRIP securities, as required by amended
section 24(f), but not to include previously registered
shares.-[33]-
b. Redemption Information (Proposed Items 5(ii)
- 5(iv))
Section 24(f)(2), as amended, will provide that in
calculating its registration fee a fund may reduce the amount of
securities sold during the fiscal year by (i) the aggregate price
of securities redeemed during the fiscal year, and (ii) the
aggregate price of the securities redeemed during any prior
fiscal year ending on or after October 11, 1995 that were not
used previously to reduce fees. In this way, amended section
24(f) will permit funds to net redemptions during the fiscal year
or earlier fiscal years against sales without having to
-[32]- As discussed above, after the effective date of the
amendments to section 24(f), all funds will be deemed to have
registered an indefinite number of securities and no fund will
have reason to register a definite number of securities and pay a
registration fee on the securities at the time of their
registration. In addition, with the repeal of section 24(e)(1),
funds may not register additional securities on a post-effective
amendment.
-[33]- Instruction C.4 to Form 24F-2, as proposed to be
amended.
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"preserve" those redemption credits through filing periodic post-
effective amendments pursuant to section 24(e).-[34]-
Reflecting the statutory provision, proposed Item 5(ii)
would require the aggregate price of securities redeemed or
repurchased during the fiscal year, and proposed Item 5(iii)
would require the aggregate price of securities redeemed or
repurchased during any prior fiscal year ending no earlier than
October 11, 1995.-[35]- The total amount of available
redemption credits would be set forth in proposed Item 5(iv).
c. Registration Fee Calculation (Proposed Items
5(v) - 5(viii))
In order to determine the fund's net aggregate sale price of
securities for purposes of calculating the registration fee, the
fund's aggregate redemptions (proposed Item 5(iv)) would be
subtracted from the fund's aggregate sales (proposed Item 5(i)).
If sales exceeded redemptions, the result would be set forth in
-[34]- Had Congress not included a "cut-off" date (i.e.,
fiscal years ended on or after October 11, 1995), funds arguably
could have used as credits securities redeemed before rule 24f-2
was adopted in 1977. Since redemptions occurring before October
11, 1995 would have to have been "preserved" by registering
securities pursuant to rule 24e-2 before the effective date of
the amendments, and since such newly registered securities would
not have been registered pursuant to an indefinite registration
pursuant to amended section 24(f), the provision should not
result in the loss of any redemption credits of any fund that is
entitled to use them to reduce registration fees. See House
Report, supra note 15, at 44. See also supra note 10.
-[35]- In each case, proposed Instructions C.5 and C.6 to
the amended Form would remind funds not to include redemptions
that were previously used to reduce registration fees payable to
the Commission.
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proposed Item 5(v). This amount would be used to calculate the
fund's registration fee.
If the fund's aggregate redemptions exceeded the fund's
aggregate sales, the amount would be set forth in proposed Item
5(vi). In this case, the fund would not be required to pay a
registration fee. As provided by amended section 24(f), these
redemption credits could be used by the fund in future years to
reduce registration fees.
Proposed Item 5(vii) would require the fund to set forth the
multiplier for determining the registration fee.-[36]-
The registration fee due would be set forth in proposed Item
5(viii).-[37]-
3. Interest and Other Payment Information (Proposed Items
6 - 8)
Proposed Item 6 would be completed only by funds that filed
the Form late. It would require the fund to report the amount of
-[36]- The multiplier for calculation of the registration
fee is determined by the Commission in accordance with section
6(b) of the Securities Act. As of October 1, 1996, the
multiplier was 1/3300. This multiplier is subject to change from
time to time, without notice, by act of Congress. The Commission
staff has found that most mistakes in Form 24F-2 filings arise
from the use of the wrong multiplier. Having the fund set forth
the multiplier it used often enables the staff to quickly
determine and notify the fund of the source of the error.
Proposed Instruction C.3 to the Form would remind funds to
determine the current fee rate prior to filing. Changes in the
multiplier are generally posted on the Commission's web site.
-[37]- A fund that showed net redemptions in proposed Item
5(vi) would enter "0" in Item 5(viii).
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interest due (if any).-[38]- The total of the registration
fee and interest payment would be reported in proposed Item 7.
Proposed Item 8 would contain information about when and how the
fund's payment was sent to the Commission's lockbox depository.
4. Request for Comment
Comment is requested on the proposed amendments to Form 24F-
2. Will the amended Form assist funds in calculating their
registration fees? Should any additional information be required
or is any of the information proposed to be set forth on the Form
unnecessary? Do the proposed Instructions to the amended Form
adequately address the procedures for completing and filing the
Form?
C. Conforming Amendments
1. Rule Rescissions
The Improvement Act will, when effective, eliminate the
provisions of the Investment Company Act that relate to the
registration of fund securities by post-effective
amendment.-[39]- As a result of those changes, rule 24e-2,
the rule that addresses the computation of fees on securities
registered by post-effective amendment, will be extraneous, and
the Commission is proposing that it be rescinded. Similarly,
because the Improvement Act will eliminate the provision of
section 24(f) of the Investment Company Act that allows for post-
-[38]- The manner in which interest should be calculated
would be set forth in proposed Instruction D.
-[39]- See 15 USC 80a-24(e)(1) and (2).
==========================================START OF PAGE 20======
sale registration, the Commission is proposing to rescind rule
24f-1, which details the procedures for post-sale registration.
2. Conforming Amendments to Forms and Rules
The forms used by funds to register securities under the
Securities Act contain provisions on their cover pages and
related instructions concerning the calculation and payment of
registration fees and the registration of an indefinite number of
securities under current rule 24f-2.-[40]- The Commission
is proposing to modify these forms to delete these provisions or
to conform them to amended section 24(f).
The Commission also is proposing a conforming amendment to
rule 485 under the Securities Act, the rule that permits post-
effective amendments to certain fund registration statements to
become effective automatically. Currently, rule 485 permits a
fund's registration statement filed to increase the number of
securities registered or to register an indefinite number of
securities to become effective immediately.-[41]- These
provisions would be eliminated. In addition, the Commission is
proposing to amend certain rules relating to registration fee
payments to reflect amended section 24.-[42]- Finally,
cross-references to section 24(e)(3) of the Investment Company
---------FOOTNOTES----------
-[40]- Form S-6, Form N-1A, Form N-3, Form N-4, and Form N-
14.
-[41]- Rule 485(b)(i) and (ii) [17 CFR 230.485(b)(i) and
(ii)].
-[42]- Rule 3a of Informal and Other Procedures and rule 13
of Regulation S-T.
==========================================START OF PAGE 21======
Act in rule 24e-1 under the Investment Company Act would be
changed to reflect that that section will become section 24(e).
D. General Request for Comment
Any interested persons wishing to submit written comments on
the proposed rule and form changes that are the subject of this
Release, to suggest additional changes (including changes to
provisions of the rules that the Commission is not proposing to
amend), or to submit comments on other matters that might have an
effect on the proposals described above, are requested to do so.
Commenters suggesting alternative approaches are encouraged to
submit proposed rule text.
III. COST/BENEFIT ANALYSIS
The Commission is sensitive to the costs and benefits
imposed by its rules. The Commission notes that the proposed
amendments implement the changes mandated by the Improvement Act
to the system for registering fund securities under the
Securities Act. The proposed amendments reflect the requirements
of amended section 24 of the Investment Company Act and do not
impose any additional requirements. The proposed 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 should outweigh any burdens associated with filing the
Form. Form 24F-2 has made it easier for funds to calculate
==========================================START OF PAGE 22======
registration fees and reduced errors in fee calculations. The
Form as proposed to be amended would continue these benefits.
The Commission does not believe that the amended Form would
impose any significant one-time or ongoing costs on funds. The
proposed amendments to funds' registration forms also are
designed to reflect amended section 24 and would not require
funds to obtain or provide any information that is not currently
required by these forms.
The Commission requests comment on any of these matters.
IV. PAPERWORK REDUCTION ACT
Certain provisions of the proposed amendments contain
"collection of information" requirements within the meaning of
the Paperwork Reduction Act of 1995,-[43]- and the
Commission has submitted them to the Office of Management and
Budget ("OMB") for review in accordance with 44 USC 3507(d) and 5
CFR 1320.11. The title for the collection of information is
"Proposed Amendments to Forms 24F-2, N-1A, N-3, N-4, N-14 and S-
6." The Forms contain currently approved collections of
information under OMB control numbers 3235-0456, 3235-0307,
3235-0316, 3235-0318, 3235-0336 and 3235-0184, respectively. The
proposed amendments to these collections of information are
necessary to implement the changes to section 24 of the
Investment Company Act made by the Improvement Act. An agency
may not sponsor, conduct, or require response to an information
collection unless a currently valid OMB control number is
---------FOOTNOTES----------
-[43]- 44 USC 3501.
==========================================START OF PAGE 23======
displayed.
Form 24F-2 provides a standardized format for funds' annual
registration fee filings and assists funds in calculating the
fees. Form N-1A is used by open-end management investment
companies to register with the Commission as investment companies
under the Investment Company Act and to register their offerings
of securities under the Securities Act. Form N-3 is used by
insurance company separate accounts organized as management
investment companies to register with the Commission as
investment companies under the Investment Company Act and to
register their offerings of securities under the Securities Act.
Form N-4 is used by insurance company separate accounts organized
as unit investment trusts ("UITs") to register with the
Commission as investment companies under the Investment Company
Act and to register their offerings of securities under the
Securities Act. Form S-6 is used by UITs to register their
securities under the Securities Act (UITs register as investment
companies on a separate Form N-8B-2). Form N-14 is used by
investment companies to register under the Securities Act
securities issued in business combination transactions. The
primary purpose of the registration process and registration
Forms is to provide disclosure of financial and other information
to investors and potential investors for the purpose of
evaluating an investment in a security.
Form 24F-2 is required to be filed annually. Forms N-1A,
N-3, and N-4 are filed annually and updated on occasion. Form N-
==========================================START OF PAGE 24======
14 is filed on occasion. Form S-6 is filed annually. It is
estimated that approximately 6681 funds file Form 24F-2, 7500
funds file Form N-1A, 53 funds file Form N-3, 288 funds file Form
N-4, 95 funds file Form N-14, and 3263 funds file Form S-6. The
average annual burden per respondent for Form 24F-2 is estimated
to be 1.9 hours, for Form N-1A 213 hours, for Form N-3 512.3
hours, for Form N-4 138.35 hours, for Form N-14 620 hours, and
for Form S-6 35 hours. The total annual burden for all
respondents for Form 24F-2 is estimated to be 12,694 hours, for
Form N-1A 990,000 hours, for Form N-3 27,499 hours, for Form N-4
40,562 hours, for Form N-14 58,900 hours, and for Form S-6
114,205 hours. The proposed amendments would reduce the annual
burden per respondent for Form 24F-2 from 1.9 hours to 1 hour.
The proposed amendments would not result in any change in the
burden hours for the registration forms.
The information collection requirements imposed by Form
24F-2 and the registration Forms are mandatory. Responses to the
collection of information will not be kept confidential.
Pursuant to 44 USC 3506(c)(2)(B), the Commission solicits
comments to (i) evaluate whether the proposed collections of
information are necessary for the proper performance of the
functions of the agency, including whether the information shall
have practical utility; (ii) evaluate the accuracy of the
agency's estimate of the burden of the proposed collections of
information; (iii) enhance the quality, utility, and clarity of
the information to be collected; (iv) minimize the burden of the
==========================================START OF PAGE 25======
collections of information on those who are to respond, including
through the use of automated collection techniques or other forms
of information technology.
Persons desiring to submit comments on the collection of
information requirements should direct them to the Office of
Management and Budget, Attention: Desk Officer for the
Securities and Exchange Commission, Office of Information and
Regulatory Affairs, Washington, D.C. 20503, and should also send
a copy of their comments to Jonathan G. Katz, Secretary,
Securities and Exchange Commission, 450 Fifth Street, N.W., Stop
6-9, Washington, D.C. 20549 with reference to File No. S7-19-97.
OMB is required to make a decision concerning the collections of
information between 30 and 60 days after publication, so a
comment to OMB is best assured of having its full affect if OMB
receives it within 30 days of publication.
V. SUMMARY OF REGULATORY FLEXIBILITY ANALYSIS
The Commission has prepared an Initial Regulatory
Flexibility Analysis ("IRFA") in accordance with 5 USC 603
regarding the proposed rule and form amendments. The IRFA states
that the proposed amendments to rule 24f-2 and Form 24F-2 would
implement the provisions of the Improvement Act governing
registration of fund securities under the Securities Act. The
IRFA further states that the proposed conforming amendments to
rules and forms would conform the relevant provisions of these
rules and forms to the requirements of amended section 24 of the
Investment Company Act. The IRFA indicates that the proposed
==========================================START OF PAGE 26======
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.
The IRFA sets forth the statutory authority for the proposed
amendments. The IRFA also discusses the effect of the proposed
amendments on funds that are small entities. For purposes of the
proposed 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 IRFA states that the proposed amendments would
assist small entities in complying with the new statutory
requirements.
The IRFA states that the proposed 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 proposed
amendments.
The IRFA discusses the various alternatives considered by
the Commission in connection with the proposed 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
==========================================START OF PAGE 27======
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 Act, and are therefore incorporated into the proposed 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.
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 proposed 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 proposed 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 proposed
amendments for small entities.
The IRFA includes information concerning the solicitation of
comments with respect to the IRFA. Cost-benefit information
reflected in the "Cost-Benefit Analysis" section of this Release
==========================================START OF PAGE 28======
also is reflected in the IRFA. A copy of the IRFA may be
obtained by contacting Robin S. Gross, Securities and Exchange
Commission, 450 5th Street, N.W., Mail Stop 10-2, Washington,
D.C. 20549.
For purposes of the Small Business Regulatory Enforcement
Fairness Act of 1996, the Commission also requests information
regarding the potential impact of the proposed amendments on an
annual basis. Commenters should provide empirical data to
support their views.
VI. STATUTORY AUTHORITY
The Commission is proposing to rescind rules 24e-2 and 24f-
1, and amend 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 USC 80a-24, -37(a)]. The Commission
is proposing to amend rule 485 pursuant to the authority set
forth in sections 6, 7, 8, 10 and 19(a) of the Securities Act [15
USC 77f, 77h, 77j, 77s(a)] and section 38 of the Investment
Company Act. The authority citations for the proposed amendments
to Forms N-1A, N-3, N-4, N-14 and S-6, and rule 13 of Regulation
S-T and rule 3a of Informal and Other Procedures precede the text
of the amendments.
TEXT OF PROPOSED RULE AND FORM AMENDMENTS
List of Subjects
17 CFR Part 202
Administrative practice and procedure, Securities.
17 CFR Parts 230, 270 and 274
==========================================START OF PAGE 29======
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 proposed to be 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".
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,
==========================================START OF PAGE 30======
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:
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,
==========================================START OF PAGE 31======
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
==========================================START OF PAGE 32======
* * * * *
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
==========================================START OF PAGE 33======
"24(e)(3)" each time it appears and adding the reference "24(e)".
13. Section 270.24e-2 is removed.
14. Section 270.24f-1 is removed.
15. Section 270.24f-2 is amended 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)] shall,
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 shall be
prepared in accordance with the requirements of that Form, and
shall 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 such
Form. An issuer that pays the registration fee more than 90 days
after the end of its fiscal year shall 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 shall 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 shall be deemed to have
==========================================START OF PAGE 34======
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 that issuer
("Successor Issuer"), the Predecessor Issuer shall not be deemed
to have ceased operations and the Successor Issuer shall 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 the effective date of its
rescission) 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 all of the assets and assumed 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 that 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 shall be 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
shall end on the first business day thereafter.
==========================================START OF PAGE 35======
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:
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
* * * * *
==========================================START OF PAGE 36======
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.
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
==========================================START OF PAGE 37======
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.
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:
==========================================START OF PAGE 38======
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.
* * * * *
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
==========================================START OF PAGE 39======
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.
* * * * *
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
* * * * *
==========================================START OF PAGE 40======
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 notice 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.
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 proposed to be amended is attached as Appendix I to this
document [a copy of the Form is not available in the electronic
version of this document; to obtain a copy of the Form, call
(202) 942-0690].
By the Commission.
Jonathan G. Katz
Secretary
==========================================START OF PAGE 41======
July 14, 1997