[Federal Register Volume 61, Number 186 (Tuesday, September 24, 1996)]
[Rules and Regulations]
[Pages 49957-49962]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-24368]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 202, 230, 239, 240, 249, 250, 259, 270, 274, and 275

[Release Nos. 33-7331; 34-37692; 35-26575; IC-22224; IA-1578; File No. 
S7-14-96]
RIN 3235-AG79


Changes Selected Rules In Order To Eliminate Fees Previously 
Adopted by the Commission Pursuant to the Independent Offices 
Appropriations Act of 1952

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Securities and Exchange Commission (Commission), in order 
to eliminate user fees currently adopted under the Independent Offices 
Appropriations Act of 1952 is changing various rules pertaining to the 
Securities Act of 1933 (Securities Act), the Securities Exchange Act of 
1934 (Exchange Act), the Public Utility Holding Company Act of 1935 
(Public Utility Holding Company Act), the Investment Company Act of 
1940 (Investment Company Act), and the Investment Advisers Act of 1940 
(Investment Advisers Act). The fees being eliminated were first adopted 
in 1972 to contribute towards the cost of agency operations. Since that 
time, however, the amount of fees collected by the Commission has 
increased dramatically. In 1995, the Commission collected nearly double 
the amount of fees required to fund the agency's operations. The fees 
being eliminated represented just two percent of the Commission's total 
fiscal 1995 fee revenue, but more than one-half of the total number of 
fee payments processed.

EFFECTIVE DATE: October 7, 1996.

FOR FURTHER INFORMATION CONTACT: Henry I. Hoffman, Office of the 
Comptroller, at (202) 942-0343.

SUPPLEMENTARY INFORMATION: In 1972, to offset the cost to the 
government of Commission operations, the Securities and Exchange 
Commission established through rulemaking a fee schedule for numerous 
types of applications, statements and reports.1 These regulatory 
fees, authorized under Title V of the Independent Offices 
Appropriations Act of 1952 (31 U.S.C. 9701), are commonly referred to 
as IOAA fees.2
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    \1\ Securities Act, Release No. 5229, January 25, 1972.
    \2\ The Independent Offices Appropriations Act of 1952, 
specifically 31 U.S.C. 9701, authorizes independent agencies of the 
federal government to prescribe fees and charges for activities that 
provide benefits to individuals and businesses. This statute states 
that ``[i]t is the sense of Congress that each service * * * 
provided by an agency * * * to a person * * * is to be self-
sustaining to the extent possible.'' The statute also authorizes the 
head of each agency to prescribe regulations establishing the charge 
for a service. Notably, a separate provision of the Exchange Act 
specifically authorizes the Commission to impose fees authorized by 
this Act. 15 U.S.C. 78n(g)(4).
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    On May 22, 1996, a proposed rule titled Proposal To Eliminate Fees 
Previously Adopted by the Commission Pursuant to the Independent 
Offices Appropriations Act of 1952 was published in the Federal 
Register. (Vol. 61, No. 100, pages 25601-25604). The proposed rule 
invited interested parties to submit comments on or before July 8, 
1996. Three comment letters were received, one each from two mutual 
fund complexes and one trade association.3 Each response supported

[[Page 49958]]

the proposal to eliminate the Commission's IOAA fees. One respondent 
noted that their experience with the IOAA fees was similar to the 
Commission's experience, i.e. ``* * * while the aggregate dollar 
amounts of these fees are relatively insignificant * * * the 
recordkeeping and processing costs associated with them are 
disproportionately high * * *.'' 4 Further, the respondent stated 
that the ``* * * adoption of the proposal would simplify and enhance 
the efficiency of (its) servicing operations.'' 5 Effective 
October 7, 1996, the Commission is eliminating each of its current IOAA 
fees.6 The collection of these fees is no longer appropriate since 
the amount of revenue currently generated by statutory fees imposed 
under the securities laws far exceeds the annual cost of Commission 
operations, and the additional revenue added by the IOAA fees is an 
insignificant portion of the total revenue received.
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    \3\ The three respondents to the Commission's elimination of 
IOAA fees were T. Rowe Price Associates, Inc. in a June 7, 1996, 
letter signed by Henry H. Hopkins, Managing Director and Legal 
Counsel, Federated Investors in a June 27, 1996, letter signed by 
Jay S. Neuman, Corporate Counsel, and the Investment Company 
Institute in a June 25, 1996, letter signed by Alexander C. Gavis, 
Assistant Counsel. These letters are available for public inspection 
under File S7-14-96 in the Public Reference Room, U.S. Securities 
and Exchange Commission, 450 Fifth Street, NW., Washington, DC. 
20549.
    \4\ Federated Investors.
    \5\ Id.
    \6\ The Commission's action only eliminates the collection of 
regulatory fees imposed under the IOAA; it does not affect other 
fees imposed by statute which are also collected by the Commission. 
These statutory fees include registration fees collected pursuant to 
section 6(b) of the Securities Act and section 307(b) of the Trust 
Indenture Act of 1939, going private fees collected pursuant to 
section 13 of the Exchange Act, proxy and tender offer fees 
collected pursuant to section 14 of the Exchange Act, and 
transaction fees collected pursuant to section 31 of the Exchange 
Act.
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    In fiscal 1972, the Commission collected $19 million in fees and 
cost $27 million to operate. IOAA fees represented 12 percent of the 
total 1972 revenue. In fiscal 1995, the Commission collected $559 
million in fees and was appropriated $297 million for operating costs. 
IOAA fees represented just 2 percent of the total 1995 revenue.7
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    \7\ The vast increase in Commission fee revenue between 1972 and 
1995 has developed from two basic sources. First is a significant 
increase in the underlying value of the securities on which the 
statutory fees are based. The underlying value of securities 
registered with the Commission under section 6(b) of the Securities 
Act increased from $62 billion to $1.2 trillion from 1972 to 1995. 
Further, during the same period, the value of shares transacted on 
the U.S. securities exchanges and subject to a fee under Section 31 
of the Exchange Act increased from $196 billion to $3 trillion. 
Second is the increased use of offsetting collections under section 
6(b) of the Securities Act to fund agency operations since 1990. The 
amount of offsetting revenue collected under section 6(b) in 1991, 
the first year fee revenue was used to directly offset Commission 
funding, was $37 million at a fee rate of \1/40\ of one percent, and 
in 1995 was $157 million at an increased fee rate of \1/29\ of one 
percent.
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    This significant difference between the amount of fee revenue 
collected by the Commission and the amount of its annual funding level 
has been of continuing concern to Congress. In 1988, the Securities 
Subcommittee of the Senate Committee on Banking, Housing and Urban 
Affairs directed the Commission to study its fee structure and funding 
status (Commission Fee Study).8
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    \8\ Senate Report 100-105, 100th Cong., 1st Session. In 
response, the Commission issued findings in a U.S. Securities and 
Exchange Commission ``Self Funding Study'' (January 1989) and 
accompanying ``Legislative Proposals and Fee Options'' (January 
1989).
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    As a result of the Commission Fee Study and continuing 
Congressional concerns about the level of the Commission's annual fee 
collections, in 1993 the House passed H.R. 2239, the Securities and 
Exchange Commission Authorization Act of 1993. One of the stated 
purposes of this bill was to ``establish a system for the annual 
adjustment of fees collected by the Commission so that the total amount 
appropriated to the Commission for any fiscal year will be offset by 
the amount collected during such fiscal year * * *.'' 9
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    \9\ H.R. 2239, section 31A.(a).
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    Although Congress did not enact H.R. 2239, in 1995, members of the 
Commission's authorization committee in the Senate stated that the 
total amount of fees collected annually by the agency far exceed the 
cost of its regulation and, therefore, should be reduced.10
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    \10\ Letter dated April 6, 1995, from Senator D'Amato, Chairman 
of the Senate Banking Committee, to Senators Domenici and Exon, 
respectively Chairman and Ranking Member of the Senate Committee on 
the Budget.
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    On March 12, 1996, the House passed H.R. 2972, the Securities and 
Exchange Commission Authorization Act of 1996. One of this bill's major 
purposes is ``to reduce over time the rates of fees charged under the 
Federal securities laws.'' 11 Notably, H.R. 2972 contains a sense 
of the Congress resolution that the Commission should eliminate its 
fees imposed under the IOAA.12 The Securities and Exchange 
Commission Authorization Act of 1996, H.R. 2972, has since been 
repassed as Title 3 of H.R. 3005, the securities bill that was passed 
by the House on June 19, 1996. The Senate counterpart to H.R. 3005, S. 
1815, does not contain the SEC reauthorization bill.
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    \11\ H.R. 2972, section 2(2).
    \12\ Ibid, section 7(1) states that ``the fees authorized by the 
amendments made by this Act are in lieu of, and not in addition to, 
any fees that the Securities and Exchange Commission is authorized 
to impose or collect pursuant to section 9701 of title 31, United 
States Code* * *.''
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    The Commission is eliminating its IOAA fees for two additional 
reasons. First, the Commission is committed, consistent with its 
mission of protecting investors, to eliminating unnecessary regulations 
imposed on the capital formation process. The Commission has determined 
that this elimination of its IOAA fees will reduce such burdens but 
will not harm investors nor the Commission's mission to protect them. 
Second, the collection of these IOAA fees imposes a disproportionate 
cost on the Commission. In 1995, IOAA fees represented less than 2% of 
the total fee revenue collected by the Commission, but more than one-
half of the total number of fee payments processed by Commission staff, 
making recordkeeping for these fees disproportionately costly.

Cost/Benefit Analysis

    This elimination of IOAA fees will provide an obvious benefit to 
persons obligated to pay such fees, i.e., they will no longer have to 
pay the fees. In addition, the Commission will avoid the costs 
associated with processing and auditing the collection of such fees; 
Commission resources spent on those tasks will be reallocated to other 
mandated tasks. Other costs and benefits are expected to be de minimis.

Regulatory Flexibility Act

    The Commission has prepared a Final Regulatory Flexibility Analysis 
in accordance with 5 U.S.C. 604 regarding the proposed rule changes. 
The analysis reiterates the reasons and objectives for the proposed 
rule changes discussed above in this release. The analysis also 
describes the legal basis for the proposal and discusses its effect on 
small entities as defined by the Securities Act, the Exchange Act, the 
Public Utility Holding Company Act of 1935, the Investment Company Act 
of 1940, and the Investment Advisers Act of 1940. The rules impose no 
additional reporting, recordkeeping or other compliance requirements on 
small businesses, and the Commission believes that there are no 
overlapping or conflicting federal rules. In addition, the Commission 
does not believe that any significant alternative to the proposal would 
both accomplish the stated objectives and minimize any significant 
impact on small companies. In fact, the alternatives to eliminating the 
fee would be to maintain or increase the current fees. Neither 
alternative provides any increased benefit nor is appropriate in the 
public interest. An Initial Regulatory Flexibility Analysis was 
prepared in connection with the proposed rule changes which were 
published in the Federal Register on May 22, 1996. No comments were 
received regarding the analysis. A copy of the Final Regulatory

[[Page 49959]]

Flexibility Analysis may be obtained by contacting Henry I. Hoffman, 
Securities and Exchange Commission, Office of the Comptroller, Room 
2080, Washington, D.C. 20549.

Effective Date

    The final amendments to the Commission's rules shall be effective 
on October 7, 1996, in accordance with the Administrative Procedure 
Act, which allows effectiveness in less than 30 days after publication 
for, inter alia,, ``a substantive rule which grants or recognizes an 
exemption or relieves a restriction'' and ``as otherwise provided by 
the agency for good cause found and published with the rule.'' 5 U.S.C. 
553(d)(1) and (d)(3). The Commission finds good cause for the rules to 
be effective on October 7, 1996, in order to coordinate the elimination 
of the user fees with the beginning of the fiscal year.

Statutory Basis

    The Commission's authority for this action is 31 U.S.C. 9701 and 15 
U.S.C. 78n(g)(4).
    The amendments to the Commission's rules, forms and schedules under 
the Securities Act and amendments to the Commission's rules under the 
Exchange Act are being adopted pursuant to sections 6, 7, 8, 10 and 
19(a) of the Securities Act and sections 3, 4, 10, 12, 13, 14, 15, 16 
and 23 of the Exchange Act. The revisions to the Commission's rules and 
forms under the Public Utility Holding Company Act of 1935 are being 
adopted pursuant to section 20 of the Public Utility Holding Company 
Act. The revisions to the Commission's rules and forms under the 
Investment Company Act are being adopted pursuant to sections 8(b) and 
38(a) under the Investment Company Act, as amended. And the revisions 
to the Commission's rules and forms under the Investment Advisers Act 
of 1940 are being adopted pursuant to sections 203(c) and 211(a) of the 
Investment Advisers Act.

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 Parts 239, 240, 249, 250, 259 and 275

    Reporting and recordkeeping requirements, Securities.

Text of Amendments

    For the reasons set out in the preamble, Chapter II, Title 17 of 
the Code of Federal Regulations is amended as follows:

PART 202--INFORMAL AND OTHER PROCEDURES

    1. The authority citation for part 202 continues to read in part as 
follows:

    Authority: 15 U.S.C 77s, 77t, 78d-1, 78u, 78w, 78ll(d), 79r, 
79t, 77sss, 77uuu, 80a-37, 80a-41, 80b-9, and 80b-11, unless 
otherwise noted.
* * * * *
    2. The first sentence of the introductory text of Sec. 202.3a is 
revised to read as follows:


Sec. 202.3a  Instructions for filing fees.

    Payment of filing fees specified by the following rules shall be 
made according to the directions listed in this part: Sec. 230.111 (17 
CFR 230.111), Sec. 240.0-9 (17 CFR 240-0.9), Sec. 260.7a-10 (17 CFR 
260.7a-10), and Sec. 270.0-8 (17 CFR 270.0-8).
* * * * *
    3. The fourth sentence of the introductory text of Sec. 202.3a is 
revised to read as follows:


Sec. 202.3a  Instructions for filing fees.

    * * * Personal checks cannot be accepted for payment of fees. * * *

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

    4. 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), 79t, 80a-8, 80a-29, 80a-30, 
and 80a-37, unless otherwise noted.
* * * * *


Sec. 230.111  [Amended]

    5. By amending Sec. 230.111 by removing the last sentence of 
paragraph (a).


Sec. 230.236  [Amended]

    6. By amending Sec. 230.236 by removing the second sentence of 
paragraph (a) and the last sentence of paragraph (c)(4).


Sec. 230.252  [Amended]

    7. By amending Sec. 230.252 by removing and reserving paragraph 
(f).


Sec. 230.604  [Amended]

    8. Paragraph (a) of Sec. 230.604 is amended by removing the last 
sentence.

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 
1934

    9. The authority citation for Part 240 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77eee, 77ggg, 
77nnn, 77sss, 77ttt, 78c, 78d, 78i, 78j, 78l, 78m, 78n, 78o, 78p, 
78q, 78s, 78w, 78x, 78ll(d), 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-
37, 80b-3, 80b-4 and 80b-11, unless otherwise noted.
* * * * *
    10. By revising Sec. 240.0-9 to read as follows:


Sec. 240.0-9  Payment of fees.

    All payment of fees shall be made in cash, certified check or by 
United States postal money order, bank cashier's check or bank money 
order payable to the Securities and Exchange Commission, omitting the 
name or title of any official of the Commission. Payment of fees 
required by this section shall be made in accordance with the 
directions set forth in Sec. 202.3a of this chapter.
    11. By amending Sec. 240.0-11 by revising paragraph (c)(1)(ii) to 
read as follows:


Sec. 240.0-11  Filing fees for certain acquisitions, dispositions and 
similar transactions.

* * * * *
    (c) * * *
    (1) * * *
    (ii) Notwithstanding the above, where the acquisition, merger or 
consolidation is for the sole purpose of changing the registrant's 
domicile, no filing fee is required to be paid.
* * * * *


Sec. 240.12b-7  [Removed]

    12. Section 240.12b-7 is removed.


Sec. 240.13a-1  [Amended]

    13. By amending Sec. 240.13a-1 by removing the last sentence.


Sec. 240.13d-7  [Removed]

    14. Section 240.13d-7 is removed.


Sec. 240.13d-101  [Amended]

    15. By amending Sec. 240.13d-101 by removing the second paragraph 
on the cover page that appears after the first check box and 
immediately before the ``Note:''.


Sec. 240.13d-102  [Amended]

    16. By amending Sec. 240.13d-102 by removing the first paragraph on 
the cover page that appears after the ``(CUSIP Number)''.
    17. By amending Sec. 240.14a-6 by revising paragraph (i) to read as 
follows:

[[Page 49960]]

Sec. 240.14a-6  Filing requirements.

* * * * *
    (i) Fees. At the time of filing the proxy solicitation material, 
the persons upon whose behalf the solicitation is made, other than 
investment companies registered under the Investment Company Act of 
1940, shall pay to the Commission the following applicable fee:
    (1) For preliminary proxy material involving acquisitions, mergers, 
spinoffs, consolidations or proposed sales or other dispositions of 
substantially all the assets of the company, a fee established in 
accordance with Rule 0-11 (Sec. 240.0-11 of this chapter) shall be 
paid. No refund shall be given.
    (2) For all other proxy submissions and submissions made pursuant 
to Sec. 240.14a-6(g), no fee shall be required.
* * * * *
    18. By amending Sec. 240.14a-101 by revising the cover page to read 
as follows:


Sec. 240.14a-101  Schedule 14A. Information required in proxy 
statement.

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the Securities 
Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant [  ]
Filed by a party other than the Registrant [  ]
Check the appropriate box:
[  ]  Preliminary Proxy Statement
[  ]  Confidential, for Use of the Commission Only (as permitted by 
Rule 14a-6(e)(2))
[  ]  Definitive Proxy Statement
[  ]  Definitive Additional Materials
[  ]  Soliciting Material Pursuant to Sec. 240.14a-11(c) or 
Sec. 240.14a-12

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(Name of Registrant as Specified In Its Charter)

----------------------------------------------------------------------

 (Name of Person(s) Filing Proxy Statement, if other than the 
Registrant)

Payment of Filing Fee (Check the appropriate box):
[  ]  No fee required
[  ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 
and 0-11
    (1) Title of each class of securities to which transaction 
applies:

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    (2) Aggregate number of securities to which transaction applies:

----------------------------------------------------------------------

    (3) Per unit price or other underlying value of transaction 
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on 
which the filing fee is calculated and state how it was determined):

----------------------------------------------------------------------

    (4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------

    (5) Total fee paid:

----------------------------------------------------------------------

[  ]  Fee paid previously with preliminary materials.
[  ]  Check box if any part of the fee is offset as provided by 
Exchange Act Rule 0-11(a)(2) and identify the filing for which the 
offsetting fee was paid previously. Identify the previous filing by 
registration statement number, or the Form or Schedule and the date 
of its filing.
    (1) Amount Previously Paid:

----------------------------------------------------------------------

    (2) Form, Schedule or Registration Statement No.:

----------------------------------------------------------------------

    (3) Filing Party:

----------------------------------------------------------------------

    (4) Date Filed:

----------------------------------------------------------------------

    Notes. * * *
* * * * *


Sec. 240.14a-101  [Amended]

    19. Item 22 of Sec. 240.14a-101 is amended by removing and 
reserving paragraph (a)(2).
    20. By amending Sec. 240.14c-5 by revising paragraph (g) to read as 
follows:


Sec. 240.14c-5  Filing Requirements.

* * * * *
    (g) Fees. At the time of filing a preliminary information statement 
regarding an acquisition, merger, spinoff, consolidation or proposed 
sale or other disposition of substantially all the assets of the 
company, the registrant shall pay the Commission a fee, no part of 
which shall be refunded, established in accordance with Sec. 240.0-11.
* * * * *
    21. By amending Sec. 240.14c-101 by revising the cover page to read 
as follows:


Sec. 240.14c-101  Schedule 14C. Information required in information 
statement.

Schedule 14C Information

Information Statement Pursuant to Section 14(c) of the Securities 
Exchange Act of 1934

(Amendment No.    )

Check the appropriate box:
[  ]  Preliminary Information Statement
[  ]  Confidential, for Use of the Commission Only (as permitted by 
Rule 14c-5(d)(2))
[  ]  Definitive Information Statement

----------------------------------------------------------------------

(Name of Registrant As Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):
[  ]  No fee required
[  ]  Fee computed on table below per Exchange Act Rules 14c-5(g) 
and 0-11
    (1) Title of each class of securities to which transaction 
applies:

----------------------------------------------------------------------

    (2) Aggregate number of securities to which transaction applies:

----------------------------------------------------------------------

    (3) Per unit price or other underlying value of transaction 
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on 
which the filing fee is calculated and state how it was determined):

----------------------------------------------------------------------

    (4) Proposed maximum aggregate value of transaction:

----------------------------------------------------------------------

    (5) Total fee paid:

----------------------------------------------------------------------

[  ]  Fee paid previously with preliminary materials.
[  ]  Check box if any part of the fee is offset as provided by 
Exchange Act Rule 0-11(a)(2) and identify the filing for which the 
offsetting fee was paid previously. Identify the previous filing by 
registration statement number, or the Form or Schedule and the date 
of its filing.
    (1) Amount Previously Paid:

----------------------------------------------------------------------

    (2) Form, Schedule or Registration Statement No.:

----------------------------------------------------------------------

    (3) Filing Party:

----------------------------------------------------------------------

    (4) Date Filed:

----------------------------------------------------------------------

    Note * * *
* * * * *


Sec. 240.15d-11  [Amended]

    22. By amending Sec. 240.15d-1 by removing the last sentence.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

    23. The authority citation for Part 249 continues to read in part 
as follows:

    Authority: 15 U.S.C. 78, et seq., unless otherwise noted;
* * * * *


Sec. 249.240   [Amended]

    24. By amending Form 40-F (referenced in Sec. 249.240f) by removing 
paragraph D.(5) of General Instructions and redesignating paragraphs 
D.(6), D.(7), D.(8), D.(9) and D.(10) as paragraphs D.(5), D.(6), 
D.(7), D.(8) and D.(9).

    Note: The text of Form 40-F does not appear and this amendment 
will not appear in the Code of Federal Regulations.

[[Page 49961]]

PART 250--GENERAL RULES AND REGULATIONS, PUBLIC UTILITY HOLDING 
COMPANY ACT OF 1935

    25. The authority citation for Part 250 continues to read as 
follows:

    Authority: 15 U.S.C. 79c, 79f(b), 79i(c)(3), 79t, unless 
otherwise noted.


Sec. 250.1   [Amended]

    26. Section 250.1 is amended by removing paragraph (d).


Sec. 250.94   [Amended]

    27. Section 250.94 is amended by removing paragraph (b).


Sec. 250.106   [Removed]

    28. Section 250.106 is removed and reserved.


Sec. 250.107   [Removed]

    29. Section 250.107 is removed and reserved.

PART 259--FORMS PRESCRIBED UNDER THE PUBLIC UTILITY HOLDING COMPANY 
ACT OF 1935

    30. The authority citation for Part 259 continues to read as 
follows:

    Authority: 15 U.S.C. 79e, 79f, 79g, 79j, 79l, 79m, 79n, 79q, 
79t.


Sec. 259.404   [Amended]

    31. The preamble to the Instructions for Form U-7D (referenced in 
Sec. 259.404) is revised to read as follows:

    Note: The text of Form U-7D does not and this amendment will not 
appear in the Code of Federal Regulations.
Form U-7D
* * * * *
Instructions
    This form must be filed in triplicate within 30 days after 
execution of any lease of a utility facility to an operating public-
utility company. Rules 21 and 22 under the Act govern the 
specifications. Official Form U-7D and these instructions specify the 
contents.
* * * * *

PART 270--RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940

    32. The authority citation for Part 270 continues to read in part 
as follows:

    Authority: 15 U.S.C. 80a-1 et seq., 80a-37, 80a-39 unless 
otherwise noted;
* * * * *


Sec. 270.0-5   [Amended]

    33. Section 270.0-5 is amended by removing paragraph (d).
    34. By revising Sec. 270.0-8 to read as follows:


Sec. 270.0-8   Payment of fees.

    All payment of fees shall be made in cash, certified check or by 
United States postal money order, bank cashier's check or bank money 
order payable to the Securities and Exchange Commission, omitting the 
name or title of any official of the Commission. Payment of fees 
required by this section shall be made in accordance with the 
directions set forth in Sec. 202.3a of this chapter.
* * * * *


Sec. 270.8b-6   [Removed]

    35. Section 270.8b-6 is removed and reserved.
    36. Sec. 270.24f-2 is amended by removing paragraph (a)(3), 
redesignating paragraph (a)(4) as paragraph (a)(3), and revising newly 
designated paragraph (a)(3) to read as follows:


Sec. 270.24f-2   Registration under the Securities Act of 1933 of an 
indefinite number of certain investment company securities.

* * * * *
    (a) * * *
    (3) If such registration statement also registers a definite number 
or amount of securities, there shall be paid to the Commission with 
respect to such definite amount of securities a registration fee 
calculated in the manner specified in section 6(b) of the Securities 
Act of 1933, (15 U.S.C. 77f(b)) and the rules and regulations 
thereunder.
* * * * *


Sec. 270.30a-1   [Amended]

    37. Section 270.30a-1 is amended by removing the third sentence.


Sec. 270.30b1-1   [Amended]

    38. Section 270.30b1-1 is amended by removing the second sentence.


Sec. 270.30b1-3   [Amended]

    39. Section 270.30b1-3 is amended by removing the last sentence.

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

    40. The authority citation for Part 239 continues to read in part 
as follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77sss, 78c, 78l, 
78m, 78n, 78o(d), 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.
* * * * *

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

    41. 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.


Sec. 239.15A  [Amended]


Sec. 274.11A  [Amended]

    42. General Instruction B of Form N-1A (referenced in Secs. 239.15A 
and 274.11A) is amended by removing the second and third sentences.

    Note: The text of Form N-1A does not and these amendments will 
not appear in the Code of Federal Regulations.


Sec. 239.14  [Amended]


Sec. 274.11a-1  [Amended]

    43. General Instruction B of Form N-2 (referenced in Secs. 239.14 
and 274.11a-1) is amended by removing the second and third sentences.

    Note: The text of Form N-2 does not and these amendments will 
not appear in the Code of Federal Regulations.


Sec. 239.17a  [Amended]


Sec. 274.11b  [Amended]

    44. General Instruction B of Form N-3 (referenced in Secs. 239.17a 
and 274.11b) is amended by removing the second and third sentences.

    Note: The text of Form N-3 does not and these amendments will 
not appear in the Code of Federal Regulations.


Sec. 239.17b  [Amended]


Sec. 274.11c  [Amended]

    45. General Instruction B of Form N-4 (referenced in Secs. 239.17b 
and 274.11c) is amended by removing the second and third sentences.

    Note: The text of Form N-4 does not and these amendments will 
not appear in the Code of Federal Regulations.


Sec. 249.330  [Amended]


Sec. 274.101  [Amended]

    46. General Instruction C of Form N-SAR (referenced in 
Secs. 249.330 and 274.101) is amended by removing the third 
undesignated paragraph.


Sec. 249.330  [Amended]


Sec. 274.101  [Amended]

    47. General Instruction G of Form N-SAR (referenced in 
Secs. 249.330 and 274.101) is amended by removing paragraph (5).

    Note: The text of Form N-SAR does not and these amendments will 
not appear in the Code of Federal Regulations.

PART 275--RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940

    48. The authority citation for Part 275 continues to read in part 
as follows:


[[Page 49962]]


    Authority: 15 U.S.C. 80b-3, 80b-4, 80b-6A, 80b-11, unless 
otherwise noted.
* * * * *


Sec. 275.0-5  [Amended]

    49. Section 275.0-5 is amended by removing paragraph (d) and 
redesignating paragraph (e) as paragraph (d).


Sec. 275.203-3  [Removed]

    50. Section 275.203-3 is removed.

    Dated: September 17, 1996.

    By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-24368 Filed 9-23-96; 8:45 am]
BILLING CODE 8010-01-P