47934 Federal Register / Vol. 62, No. 177 / Friday, September 12, 1997 / Rules and Regulations

PART 39—AIRWORTHINESS

DIRECTIVES

1. The authority citation for part 39

continues to read as follows:

Authority: 49 USC 106(g), 40113, 44701.

§ 39.13 [Amended]

2. Section 39.13 is amended by

removing Amendment 39–3045 (42 FR

51565, September 29, 1977) and 39–

3064 (42 FR 56600, October 27, 1977),

and by adding a new airworthiness

directive (AD), Amendment 39–10130,

to read as follows:

97–19–10 Erickson Air-Crane Co.:

Amendment 39–10130. Docket No. 96–

SW–04–AD. Supersedes AD 77–20–01,

Amendment 39–3045 and Amendment

39–3064.

Applicability: Sikorsky Aircraftmanufactured Model S–64E helicopters, with

main gearbox assembly second stage lower

planetary plate (plate), part number (P/N)

6435–20229–102, reidentified as P/N 6435–

20229–102–TS–107 after rework, or P/N

6435–20229–104, installed, certificated in

any category.

Note 1: This AD applies to each helicopter

identified in the preceding applicability

provision, regardless of whether it has been

modified, altered, or repaired in the area

subject to the requirements of this AD. For

helicopters that have been modified, altered,

or repaired so that the performance of the

requirements of this AD is affected, the

owner/operator must use the authority

provided in paragraph (d) to request approval

from the FAA. This approval may address

either no action, if the current configuration

eliminates the unsafe condition, or different

actions necessary to address the unsafe

condition described in this AD. Such a

request should include an assessment of the

effect of the changed configuration on the

unsafe condition addressed by this AD. In no

case does the presence of any modification,

alteration, or repair remove any helicopter

from the applicability of this AD.

Compliance: Required as indicated, unless

accomplished previously.

To prevent failure of the plate due to

fatigue cracking, which could lead to failure

of the main gearbox and subsequent loss of

control of the helicopter, accomplish the

following:

(a) For plate, part number (P/N) 6435–

20229–102 and P/N 6435–20229–102–TS–

107, at 1,300 hours total time-in-service

(TIS), inspect and rework or replace the

plate, as appropriate, in accordance with the

Accomplishment Instructions, paragraph 2A.,

steps (1), and (3) through (11), of Erickson

Air-Crane Co. Service Bulletin No. 64B35–

7C, dated November 8, 1995.

(b) For any plate, P/N 6435–20229–102,

that has been reworked and identified with

‘‘TS–107’’, and for plate, P/N 6435–20229–

104, at 1,500 hours TIS and thereafter at

intervals not to exceed 70 hours TIS, inspect

the plate in accordance with the

Accomplishment Instructions, paragraph 2B.,

step (1), of Erickson Air-Crane Co. Service

Bulletin No. 64B35–7C, dated November 8,

1995. If a crack is found, replace the main

gearbox assembly with an airworthy

assembly.

(c) This AD revises the airworthiness

limitation section of the maintenance manual

by establishing a retirement life of 2,600

hours TIS for the main gearbox assembly

second stage planetary plate, P/N 6435–

20229–102, reidentified as P/N 6435–20229–

102–TS–107 after rework, and P/N 6435–

20229–104.

(d) An alternative method of compliance or

adjustment of the compliance time that

provides an acceptable level of safety may be

used if approved by the Manager, Rotorcraft

Certification Office, Rotorcraft Directorate,

FAA. Operators shall submit their requests

through an FAA Principal Maintenance

Inspector, who may concur or comment and

then send it to the Manager, Rotorcraft

Certification Office.

Note 2: Information concerning the

existence of approved alternative methods of

compliance with this AD, if any, may be

obtained from the Rotorcraft Certification

Office.

(e) Special flight permits may be issued in

accordance with sections 21.197 and 21.199

of the Federal Aviation Regulations (14 CFR

21.197 and 21.199) to operate the helicopter

to a location where the requirements of this

AD can be accomplished.

(f) The inspections and rework or

replacement, as necessary, shall be done in

accordance with Erickson Air-Crane Co.

Service Bulletin No. 64B35–7C, dated

November 8, 1995. This incorporation by

reference was approved by the Director of the

Federal Register in accordance with 5 U.S.C.

552(a) and 1 CFR part 51. Copies may be

obtained from Erickson Air-Crane Co., 3100

Willow Springs Rd., P.O. Box 3247, Central

Point, OR 97502. Copies may be inspected at

the FAA, Office of the Assistant Chief

Counsel, 2601 Meacham Blvd., Room 663,

Fort Worth, Texas; or at the Office of the

Federal Register, 800 North Capitol Street,

NW., suite 700, Washington, DC.

(g) This amendment becomes effective on

October 17, 1997.

Issued in Fort Worth, Texas, on September

5, 1997.

Larry M. Kelly,

Acting Manager, Rotorcraft Directorate,

Aircraft Certification Service.

[FR Doc. 97–24194 Filed 9–11–97; 8:45 am]

BILLING CODE 4910–13–U

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, NW., Washington, DC 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,

NW., Mail Stop 10–6, Washington, DC

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;
Federal Register / Vol. 62, No. 177 / Friday, September 12, 1997 / Rules and Regulations 47935

1Pub. L. 104–290 (1996).

2Section 203 of the Improvement Act (codified at

15 U.S.C. 80a–24 (e) and (f)).

3Section 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.’’

4Section 24(f)(3), as amended.

5Section 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.

6Registration 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)].

7The 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.

8See Proposing Release, supra note 6 at nn.8–10

and accompanying text.

9The 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 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 posteffective amendments pursuant to rule 24e–2,

which, as noted above, is being rescinded.

10Shares 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

Continued

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

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

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

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, 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 prepaid shares, which should assist their

personnel in tracking that information.11
47936 Federal Register / Vol. 62, No. 177 / Friday, September 12, 1997 / Rules and Regulations

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.

12See Instruction C.2(a).

13See Instruction C.2(b).

14See Instruction C.3.

15See 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.

16See 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. 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-offunds’’ arrangement. Unlike the UIT arrangements

discussed above, a management company in a fundof-funds arrangement does not act as a conduit for

investments in the other funds.

17Rule 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.

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 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

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 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

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.

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
Federal Register / Vol. 62, No. 177 / Friday, September 12, 1997 / Rules and Regulations 47937

18 44 U.S.C. 3501—3520.

19One commenter did refer to the Paperwork

Reduction Act in connection with suggesting

amendments not proposed by the Commission.

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 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.

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.

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. Costbenefit 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, NW.,

Washington, DC 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 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.

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.
47938 Federal Register / Vol. 62, No. 177 / Friday, September 12, 1997 / Rules and Regulations

17 CFR Part 239

Reporting and recordkeeping

requirements, Securities.

Text of Rule and Form Amendments

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.

* * * * *

§ 202.3a [Amended]

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, 78c, 78d, 78l, 78m, 78n, 78o, 78w,

78ll(d), 78t, 80a–8, 80a–29, 80a–30, and 80a–

37, unless otherwise noted.

* * * * *

§ 230.485 [Amended]

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

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.

§ 232.13 [Amended]

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, 79g, 79j, 79l,

79m, 79n, 79q, 79t, 80a–8, 80a–29, 80a–30

and 80a–37, unless otherwise noted.

* * * * *

§ 239.16 [Form S–6 amended]

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.

§ 239.23 [Form N–14 amended]

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

* * * * *

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).

§ 270.24e–1 [Amended]

12. Section 270.24e–1 is amended by

removing the reference ‘‘24(e)(3)’’ each

time it appears and adding the reference

‘‘24(e)’’.

§ 270.24e–2 [Removed]

13. Section 270.24e–2 is removed.

§ 270.24f–1 [Removed]

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
Federal Register / Vol. 62, No. 177 / Friday, September 12, 1997 / Rules and Regulations 47939

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 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:

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.

§§ 239.15A and 274.11A [Form N–1A

Amended]

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:

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.

§§ 239.17a and 274.11b [Form N–3

Amended]

Note: Form N–3 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.’’

22. Form N–3 (referenced in § 239.17a

and § 274.11b) is amended by revising

General Instruction B to read as follows:

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:

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.

§§ 239.17b and 274.11c [Form N–4

Amended]

Note: Form N–4 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......
47940 Federal Register / Vol. 62, No. 177 / Friday, September 12, 1997 / Rules and Regulations

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.’’

26. Form N–4 (referenced in § 239.17b

and § 274.11c) is amended by revising

General Instruction B to read as follows:

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:

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.

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.

Dated: September 10, 1997.

Margaret H. McFarland,

Deputy Secretary.

BILLING CODE 8010–01–P
Federal Register / Vol. 62, No. 177 / Friday, September 12, 1997 / Rules and Regulations 47941
47942 Federal Register / Vol. 62, No. 177 / Friday, September 12, 1997 / Rules and Regulations
Federal Register / Vol. 62, No. 177 / Friday, September 12, 1997 / Rules and Regulations 47943

BILLING CODE 8010–01–C

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 24F–2

Annual Filing Under Rule 24f–2 of the

Investment Company Act of 1940

Instructions

A. General

1. This Form should be used by an openend management investment company, face

amount certificate company, or unit

investment trust (‘‘issuer’’) for annual filings

required by rule 24f–2 under the Investment

Company Act of 1940 [15 U.S.C. 80a]

(‘‘Investment Company Act’’). If the issuer

has registered more than one class or series

of securities on the same registration

statement under the Securities Act of 1933

[15 U.S.C. 77a–aa] (‘‘Securities Act’’), the

issuer may file a single Form 24F–2 for those

classes or series that have the same fiscal

year end. Such an issuer may calculate its

fees based on aggregate net sales of the series

having the same fiscal year end. An issuer

choosing to calculate registration fees on a

class-by-class or series-by-series basis should

make a single filing consisting of a separate

Form 24F–2 for each class or series in a

single EDGAR document.

2. This Form must be filed within 90

calendar days after the end of the issuer’s

fiscal year or, if the last day of the 90 day

period falls on Saturday, Sunday or a federal

holiday, the first business day thereafter. 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. In these

instructions, we refer to this as the ‘‘Due

Date.’’

3. Pursuant to rule 101(a)(1)(i) of

Regulation S–T [17 CFR 232.101(a)(1)(i)] this

Form must be submitted in electronic format

using the Commission’s Electronic Data

Gathering, Analysis, and Retrieval

(‘‘EDGAR’’) system. Consult the EDGAR Filer

Manual and Appendices for instructions on

how to properly construct the submission

header for an electronic Form 24F–2 EDGAR

filing.

4. This Form must be accompanied by the

appropriate registration fee. If the Form is

being filed late, interest must be paid. See

Instruction D.

5. This Form will be deemed filed with the

Commission on the date on which it is

received and accepted by the Commission.

The Commission will not accept for filing

any Form accompanied by insufficient

payment of the registration fee. A Form

accompanied by insufficient payment of the

registration fee will not be deemed accepted

and filed until receipt by the Commission of

proper payment of the registration fee. No

part of the registration fee is refundable.

Issuers should refer to rule 0–8 under the

Investment Company Act [17 CFR 270.0–8],

rule 3a of the Commission’s Rules of Informal

and Other Procedures [17 CFR 202.3a], and

rule 13(c) under Regulations S–T [17 CFR

232.13(c)] for instructions on payment of fees

to the Commission.

B. Identifying Information

1. Item 1—Provide the name of the issuer

as it appears on the cover of the issuer’s most

recent Securities Act registration statement or

post-effective amendment.

2. Item 2—If the Form is being filed for all

classes and series of securities of the issuer,

the issuer should check the box and not list

the names of the classes and series.

3. Item 3—The Investment Company Act

file number should be the number assigned

to the issuer’s registration statement filed

under the Investment Company Act

(beginning with ‘‘811–’’). The Securities Act

file number is the number of the registrant’s

most recent Securities Act registration

statement (beginning with ‘‘2–’’, ‘‘33–’’ or

‘‘333–’’).

4. Item 4(a)—In the case of an issuer that

ceases operations, the date it ceases

operations is deemed the last day of its fiscal

year for purposes of section 24(f) of the

Investment Company Act.

5. Item 4(b)—Check the box if the Form is

filed late. If the issuer files the Form late, the

issuer is required under section 24(f) to pay

interest on unpaid amounts at the rate

applicable to Treasury and tax loan accounts.

See Instruction D.

6. Item 4(c)—Check the box if this is the

last time the issuer will be filing Form 24F–

2 (i.e., if the issuer had ceased operations).

C. Computation of Registration Fee

1. Item 5 is a work sheet for calculating the

registration fee due. An issuer must aggregate

prices for all classes or series for which the

Form is being filed. If the issuer charges a

front-end sales load on its securities, the

aggregate sale price must include the sales

load.

2. Mergers—

(a) In the case of a liquidation, merger, or

sale of all or substantially all of the assets of

an issuer (‘‘merger’’), the securities of the

fund ceasing operation (the ‘‘Predecessor

Fund’’) that are exchanged for or converted

into the other issuer (the ‘‘Successor Fund’’)

should be treated as redemptions on the

Predecessor Fund’s final Form 24f–2 (not the

Successor Fund’s).

(b) In the case of a merger in which the

Predecessor Fund is not deemed to cease

operations (e.g. a reorganization), the

Successor Fund inherits the sales and

redemption credits of the Predecessor Fund,

and the Successor Fund must report them as

sales and redemptions on its next Form 24f–

2 filing. The Predecessor fund in this type of

merger need not file a final Form 24F–2. See

Rule 24f–2(b) (1) and (2) [17 CFR 270.24f–

2(b) (1) and (2)].

3. Special Rule for Unit Investment

Trusts—The aggregate sale price of securities

sold to a unit investment trust (‘‘UIT’’) that

offers interests that offers interests that are

registered under the Securities Act on which

a registration fee has been or will be paid to

the Commission, may be excluded from the

aggregate sale price of securities reported in

Item 5(i). If the issuer chooses to exclude the

aggregate sale price of these securities from

Item 5(i), the issuer may not use securities

redeemed or repurchased from those UITs for

purposes of determining the redemption of

repurchase price of securities in Items 5(ii)

and 5(iii).

4. EDGAR—Report responses for Item 5

under the following EDGAR header-tags:

Item 5(i)—<SALE-PROCEEDS>

Item 5(iv)—<REDEEMED-VALUE>

Item 5(viii)—<FEE-PAID>

The <SALE-PROCEEDS> and <REDEEMEDVALUE> tags are located immediately after

the <SHARES> tag in the 24F–2 submission

header.

5. Item 5(i)—Report the aggregate sale price

of securities sold during the fiscal year in

reliance upon registration under section

24(f). Include securities issued pursuant to

divided reinvestment plans (‘‘DRIP shares’’)

whether or not they are required to be

registered under the Securities Act. Do not

include the sale price of securities, if any,

that were registered under the Securities Act

other than pursuant to section 24(f), such as

securities registered by post-effective

amendment pursuant to rule 24e–2 under the

Investment Company Act as in effect before

October 11, 1997.
47944 Federal Register / Vol. 62, No. 177 / Friday, September 12, 1997 / Rules and Regulations

Example: An issuer sold 1,000,000 shares,

and 250,000 shares had previously been

registered pursuant to rule 24e–2. Item 5(i)

should show the aggregate sale price of

750,000 shares.

6. Item 5(ii)—Report the aggregate

redemption or repurchase price of securities

redeemed or repurchased during the fiscal

year. Do not include securities that have been

redeemed or repurchased and previously

applied as a reduction to registration fees

pursuant to rule 24e–2 as in effect before

October 11, 1997.

Example: An issuer with an August 30, 1997

fiscal year end registered shares pursuant to

rule 24e–2 in September 1997. The issuer

applied securities redeemed during its 1997

fiscal year to reduce its registration fees

payable under rule 24e–2. The redemption

price of these redeemed securities should not

be included in Item 5(ii).

7. Item 5(iii)—Report the aggregate

redemption or repurchase price of securities

redeemed or repurchased during any prior

fiscal year ending no earlier than October 11,

1995, that were not used previously to reduce

registration fees payable to the Commission.

Do not include securities that have been

redeemed or repurchased and previously

applied as a reduction to registration fees

pursuant to rule 24e–2 as in effect before

October 11, 1997. See the Example to Item

5(ii).

8. Items 5(iv) through 5(vi)—Report the

sum of Items 5(ii) and 5(iii) in Item 5(iv).

Subtract Item 5(iv) from Item 5(i). If Item

5(iv) is less than Item 5(i), report the result

in Item 5(v) (net sales). If Item 5(iv) is greater

than Item 5(i), report the resulting negative

number in parentheses in Item 5(vi) (net

redemptions or repurchases). The amount of

redemptions or repurchases reported in Item

5(vi) may be used by the issuer in future

years to offset sales (by including it in

response to Item 5(iii) of Form 24F–2 filed for

the next fiscal year).

9. Item 5(vii)—The multiplier for

calculation of the registration fee is

determined by the Commission in

accordance with Section 6(b) of the

Securities Act [15 U.S.C. 77f(b)]. As of

October 1, 1996, the multiplier was 1/3300.

Use of a decimal factor or some other method

to calculate registration fees may result in

payment of an incorrect amount. This

multiplier is subject to change from time to

time, without notice, by act of Congress

through appropriations for the Commission

or other laws. Issuers should determine the

current fee rate prior to the time of filing by

reference to Section 6(b) and any law or

regulation affecting Section 6(b). The

Commission generally makes available

information concerning changes in the fee

rate of its Internet site at http://www.sec.gov/

news/press. Unless otherwise specified by

act of Congress, the fee rate in effect at the

time of filing applies to all securities sold

during the fiscal year, regardless of whether

the fee rate changed during the year.

10. Item 5(viii)—If the issuer reports net

redemptions or repurchases in Item 5(vi),

report ‘‘0’’ in Item 5(viii).

11. Item 6—If the issuer has sold securities

during the fiscal year that were registered

under rule 24e–2 as in effect prior to October

11, 1997 (and thus are pre-paid), the issuer

should exclude the pre-paid securities from

5(i) and instead report them in item 6. If,

after deducting the pre-paid securities from

the aggregate sale price of securities sold

during the fiscal year, there is a balance of

pre-paid shares remaining, the issuer should

report those pre-paid shares that remain.

Example: An issuer sold 1,000,000 shares,

and had 1,250,000 shares which were prepaid because they had previously been

registered pursuant to rule 24e–2. Item 5(i)

should show the aggregate sale price was 0,

and Item 6 should show that 1,000,000 prepaid shares were used and that 250,000

prepaid shares remain.

D. Computation of Interest Due if Form is

Filed Late

1. Item 7—Section 24(f) requires any issuer

that pays its registration fee after the Due

Date (see Instruction A.2) to pay interest to

the Commission on amounts not timely paid.

The payment of interest does not preclude

the Commission from bringing an action to

enforce the requirements of section 24(f).

Pursuant to section 11 of the Debt Collection

Act [31 U.S.C. 3717(a)], that rate is published

by the Secretary of the Treasury. The rate is

computed each year for the 12-month period

ending September 30 for applicability

effective January 1 of the following year. The

rate in effect for calendar year 1997 is 5

percent. In some circumstances the rate may

be changed on a quarterly basis. Filers owing

interest should verify the current interest

rate.

2. The interest is assessed only on the

amount of the registration fee due, and begins

to accrue on the day after the Due Date. The

amount of interest due should be calculated

based on the interest rate in effect at the time

the interest payment is made using the

following formula:

I = (X), (Y), (Z/365)

where:

I = Amount of interest due

X = Amount of registration fee due

Y = Applicable interest rate, expressed as a

fraction

Z = Number of days by which the registration

fee payment is late

E. Payment and Signature

1. Item 9—Identify which SEC account

number (payor’s CIK number) was designated

to receive the payment.

2. The Form must be signed on behalf of

the issuer by an authorized officer of the

issuer. See rule 302 of Regulation S–T [17

CFR 232.302] regarding signatures on forms

filed electronically.

F. SEC’s Collection of Information

An agency may not conduct or sponsor,

and a person is not required to respond to,

a collection of information unless it displays

a currently valid control number. Filing of

this Form is mandatory. The principal

purpose of this collection of information is to

enable issuers to calculate the registration fee

payable to the Commission. The Commission

estimates that the burden for completing the

Form will be approximately 1 hour per filing.

Any member of the public may direct to the

Commission any comments concerning the

accuracy of the burden estimate of this Form,

and any suggestions for reducing this burden.

This collection of information has been

reviewed by the Office of Management and

Budget in accordance with the clearance

requirements of 44 U.S.C. § 3507. The

responses to the collection of information

will not be kept confidential.

[FR Doc. 97–24344 Filed 9–11–97; 8:45 am]

BILLING CODE 8010–01–P

DEPARTMENT OF DEFENSE

Department of the Navy

32 CFR Part 706

Certifications and Exemptions Under

the International Regulations for

Preventing Collisions at Sea, 1972

AGENCY: Department of the Navy, DOD.

ACTION: Final rule.

SUMMARY: The Department of the Navy

is amending its certifications and

exemptions under the International

Regulations for Preventing Collisions at

Sea, 1972 (72 COLREGS), to reflect that

the Deputy Assistant Judge Advocate

General (Admiralty) of the Navy has

determined that USS DECATUR (DDG

73) is a vessel of the Navy which, due

to its special construction and purpose,

cannot fully comply with certain

provisions of the 72 COLREGS without

interfering with its special function as a

naval ship. The intended effect of this

rule is to warn mariners in waters where

72 COLREGS apply.

EFFECTIVE DATE: August 29, 1997.

FOR FURTHER INFORMATION CONTACT:

Captain R.R. Pixa, JAGC, U.S. Navy,

Admiralty Counsel, Office of the Judge

Advocate General, Navy Department,

200 Stovall Street, Alexandria, VA

22332–2400, telephone number: (703)

325–9744.

SUPPLEMENTARY INFORMATION: Pursuant

to the authority granted in 33 U.S.C.

1605, the Department of the Navy

amends 32 CFR Part 706. This

amendment provides notice that the

Deputy Assistant Judge Advocate

General (Admiralty) of the Navy, under

authority delegated by the Secretary of

the Navy, has certified that USS

DECATUR (DDG 73) is a vessel of the

Navy which, due to its special

construction and purpose, cannot fully

comply with the following specific

provisions of 72 COLREGS without

interfering with its special function as a

naval ship: Annex I, paragraph 2(f)(i)

pertaining to placement of the masthead

light or lights above and clear of all

other lights and obstructions; Annex I,

paragraph 2(f)(ii) pertaining to the

vertical placement of task lights; Annex