[Federal Register Volume 62, Number 177 (Friday, September 12, 1997)]
[Rules and Regulations]
[Pages 47934-47944]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-24344]


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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.

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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;

[[Page 47935]]

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'') <SUP>1</SUP> 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'').<SUP>2</SUP> 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.<SUP>3</SUP> 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.<SUP>4</SUP> Amended section 24(f) will provide the exclusive 
means for registering fund securities under the Securities 
Act.<SUP>5</SUP>
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    \1\ Pub. L. 104-290 (1996).
    \2\ Section 203 of the Improvement Act (codified at 15 U.S.C. 
80a-24 (e) and (f)).
    \3\ Section 24(f)(1), as amended. Amended section 24(f) becomes 
effective on the earlier of October 11, 1997 or the effective date 
of Commission rulemaking implementing amended section 24(f). See 15 
U.S.C. 80a-24 note. For purposes of convenience, section 24, as 
amended when section 203 of the Improvement Act becomes effective, 
is referred to in this Release as ``amended section 24'' or 
``section 24, as amended.''
    \4\ Section 24(f)(3), as amended.
    \5\ Section 203 of the Improvement Act rescinded the provisions 
of sections 24(e) and (f) that allow for post-effective amendment 
and post-sale registration of securities. Closed-end management 
investment companies will continue to register their shares and pay 
registration fees pursuant to section 6(b) of the Securities Act at 
the time of the offering.
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    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'').<SUP>6</SUP> 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.
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    \6\ Registration under the Securities Act of 1933 of Certain 
Investment Company Securities, Investment Company Act Release No. 
22747 (July 14, 1997) [62 FR 38495 (July 18, 1997)].
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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.<SUP>7</SUP>
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    \7\ The proposed amendments included a provision clarifying that 
the special rule provisions for reorganizations are not available in 
a transaction designed to result in the merger of two operating 
funds. No commenter addressed this proposed clarification, but one 
commenter urged that the rule treat all mergers as it does 
reorganizations and permit any unused redemption credits to be 
assumed by the successor fund. The Commission's proposal entailed 
merely clarifying the rule's provisions relating to mergers; thus, 
the commenter's suggestion is beyond the scope of the rule proposal. 
The Commission believes this suggestion should be addressed only 
after its consequences can be fully determined, and is therefore 
adopting the merger provisions as proposed.
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    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.<SUP>8</SUP> 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.''
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    \8\ See Proposing Release, supra note 6 at nn.8-10 and 
accompanying text.
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    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.<SUP>9</SUP> 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.<SUP>10</SUP> At the suggestion of three commenters, the 
Commission is adding a new item to the Form that will provide funds 
space on the Form to reflect information on pre-paid shares, which 
should assist their personnel in tracking that 
information.<SUP>11</SUP>
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    \9\ The Improvement Act amended section 24(f) to permit a fund 
to reduce its registration fee by the aggregate price of securities 
redeemed during the fiscal year, and any prior fiscal year ending on 
or after October 11, 1995 that were not used previously to reduce 
fees payable to the Commission. In this way, amended section 24(f) 
will permit funds to net redemptions from previous fiscal years 
without having to ``preserve'' those redemption credits through 
filing periodic post-effective amendments pursuant to rule 24e-2, 
which, as noted above, is being rescinded.
    \10\ Shares registered pursuant to rule 24e-2 may be excluded 
from the aggregate shares sold. See Item 5(i). Funds may therefore 
sell pre-paid shares without being required to pay additional 
registration fees.
    \11\ Item 6 requires the fund to include the information 
regarding the number of pre-paid shares, if any, that were used to 
reduce the aggregate sales price of fund shares sold during the 
fiscal year, and the balance of any pre-paid shares that may remain 
and are eligible for use in future years. Commenters and others have 
inquired if there is a specific method they should use when 
converting a number of pre-paid shares into a dollar amount. The 
Commission believes that a fund may use any reasonable method that 
is applied consistently when converting a number of pre-paid shares 
into a dollar amount for purposes of determining the aggregate price 
of securities sold during the fiscal year pursuant to rule 24f-2.

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[[Page 47936]]

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.<SUP>12</SUP> 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.<SUP>13</SUP>
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    \12\ See Instruction C.2(a).
    \13\ See Instruction C.2(b).
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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.<SUP>14</SUP> This exclusion was created to prevent ``double 
payment'' of registration fees for the same aggregate proceeds from 
investors in variable insurance products.<SUP>15</SUP> 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.<SUP>16</SUP>
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    \14\ See Instruction C.3.
    \15\ See Registration Fees for Certain Investment Companies, 
Investment Company Act Release No. 21332 (Sept. 1, 1995) [60 FR 
47041 (Sept. 11, 1995)] at nn.29-31 and accompanying text.
    \16\ See Instruction C.3. In both arrangements, a fund sells 
shares to a UIT that acts as a mere conduit for the investor's 
investment in the underlying fund. The Commission believes, 
therefore, that the rationale for relieving investors in variable 
insurance products from double payment of registration fees applies 
with equal force to investors in periodic payment plans. The 
Commission is not adopting, however, two commenters' suggestion that 
the instructions permit exclusion of the value of fund shares sold 
to a management investment company in a ``fund-of-funds'' 
arrangement. Unlike the UIT arrangements discussed above, a 
management company in a fund-of-funds arrangement does not act as a 
conduit for investments in the other funds.
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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.<SUP>17</SUP>
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    \17\ Rule 485 under the Securities Act; Form N-1A; Form N-3; 
Form N-4; Form S-6; Form N-14; rule 24e-1 under the Investment 
Company Act; rule 13 of Regulation S-T; and rule 3a of the 
Commission's Informal and Other Procedures.
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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

[[Page 47937]]

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'').<SUP>18</SUP> 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.<SUP>19</SUP> 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.
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    \18\ 44 U.S.C. 3501--3520.
    \19\ One commenter did refer to the Paperwork Reduction Act in 
connection with suggesting amendments not proposed by the 
Commission.
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    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. Cost-benefit information 
reflected in the ``Cost-Benefit Analysis'' section of this Release also 
is reflected in the FRFA. A copy of the FRFA may be obtained by 
contacting Robin S. Gross, Mail Stop 10-2, Securities and Exchange 
Commission, 450 Fifth Street, 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.

[[Page 47938]]

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.
* * * * *


Sec. 202.3a  [Amended]

    2. In Sec. 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.
* * * * *


Sec. 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.


Sec. 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.

* * * * *


Sec. 239.16  [Form S-6 amended]

    8. Form S-6 (referenced in Sec. 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.


Sec. 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 Sec. 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 Sec. 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).


Sec. 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)''.


Sec. 270.24e-2  [Removed]

    13. Section 270.24e-2 is removed.


Sec. 270.24f-1  [Removed]

    14. Section 270.24f-1 is removed.
    15. Section 270.24f-2 is revised to read as follows:


Sec. 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

[[Page 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 Sec. 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.

Secs. 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 Sec. 239.15A and Sec. 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 Sec. 239.15A and Sec. 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 Sec. 239.15A and Sec. 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 Sec. 239.15A and Sec. 274.11A) is 
amended by removing General Instruction F.3 and redesignating General 
Instruction F.4 as General Instruction F.3.


Secs. 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 Sec. 239.17a and Sec. 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 Sec. 239.17a and Sec. 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 Sec. 239.17a and Sec. 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 Sec. 239.17a and Sec. 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.


Secs. 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 Sec. 239.17b and Sec. 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......                            
                                                                        


[[Page 47940]]

    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 Sec. 239.17b and Sec. 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 Sec. 239.17b and Sec. 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 Sec. 239.17b and Sec. 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:


Sec. 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 Sec. 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

[[Page 47941]]

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[[Page 47942]]

[GRAPHIC] [TIFF OMITTED] TR12SE97.003

 

[[Page 47943]]

[GRAPHIC] [TIFF OMITTED] TR12SE97.004


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 open-end 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 <REDEEMED-VALUE> 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.


[[Page 47944]]


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 <a href="http://www.sec.gov/news/
press">http://www.sec.gov/news/
press</a>. 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 pre-paid 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 pre-paid 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. Sec. 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