[Federal Register Volume 64, Number 76 (Wednesday, April 21, 1999)]
[Rules and Regulations]
[Pages 19469-19479]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-9942]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 232, 270 and 274

[Release No. IC-23786; File No. S7-31-98]
RIN 3235-AG29


Deregistration of Certain Registered Investment Companies

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Commission is adopting amendments to the rule and form 
under the Investment Company Act of 1940 that govern the deregistration 
of registered investment companies. The Commission also is adopting 
amendments that require investment companies to file the form 
electronically through the Commission's Electronic Data Gathering, 
Analysis, and Retrieval (``EDGAR'') system. The amendments are designed 
to expedite the process for deregistering investment companies.

EFFECTIVE DATE: The rule amendments will become effective June 1, 1999.

FOR FURTHER INFORMATION CONTACT: Robin Gross Lehv, Staff Attorney, or 
Penelope Saltzman, Senior Counsel, at (202) 942-0690, Office of 
Regulatory Policy, Division of Investment Management, Securities and 
Exchange Commission, 450 5th Street, N.W.,

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Washington, D.C. 20549-0506. For additional information, including 
questions about filing Form N-8F, contact the Office of Investment 
Company Regulation, Division of Investment Management, at (202) 942-
0564, Securities and Exchange Commission, 450 5th Street, N.W., 
Washington, D.C. 20549-0506.

SUPPLEMENTARY INFORMATION: The Commission is adopting amendments to 
rule 8f-1 [17 CFR 270.8f-1] and Form N-8F [17 CFR 274.218] under the 
Investment Company Act of 1940 [15 U.S.C. 80a] (the ``Investment 
Company Act'' or ``Act''), and to rule 101 of the Commission's 
Regulation S-T [17 CFR 232.101].

I. Discussion

    Under section 8(f) of the Investment Company Act, the Commission 
may deregister a registered investment company (``fund'') if it 
determines the fund is no longer an ``investment company.\1\ In order 
to expedite the deregistration process and assist funds in preparing 
their applications, in 1978 the Commission adopted rule 8f-1 and Form 
N-8F.\2\ Rule 8f-1 describes the circumstances in which funds may use 
Form N-8F to apply for a deregistration order, and Form N-8F specifies 
the information that a fund must provide.
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    \1\ 15 U.S.C. 80a-8(f).
    \2\ See Deregistration of Certain Investment Companies and 
Quarterly Reports of Management Investment Companies, Investment 
Company Act Release No. 10237 (May 11, 1978) [43 FR 21664 (May 19, 
1978)].
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    In December 1998, the Commission proposed to revise Form N-8F to 
simplify the form, eliminate unnecessary items, and refocus the 
questions to better elicit the information we need to make the finding 
under section 8(f) to deregister a fund.\3\ We also proposed to amend 
rule 8f-1 to expand the types of circumstances in which a fund may use 
Form N-8F to apply for a deregistration order.\4\ Finally, we proposed 
to require that Form N-8F, like most other documents filed by funds, be 
submitted electronically through the Commission's EDGAR system.
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    \3\ See Deregistration of Certain Registered Investment 
Companies, Investment Company Act Release No. 23588 (Dec. 4, 1998) 
[63 FR 69236 (Dec. 16, 1998)] (``Proposing Release'').
    \4\ Under the proposed amendments, a fund could use the form if 
it (i) has sold substantially all of its assets to another fund or 
merged into or consolidated with another fund, (ii) has distributed 
substantially all of its assets to its shareholders and completed, 
or is in the process of, winding up its affairs, (iii) qualifies for 
an exclusion from the definition of investment company under section 
3(c)(1) or section 3(c)(7) of the Act, or (iv) has decided to become 
a business development company.
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    The Commission received one comment letter, which supported the 
proposed amendments and urged their prompt adoption.\5\ The commenter 
agreed that the amendments would facilitate completion of the form and 
expedite the deregistration process. We are adopting the amendments 
substantially as proposed, with minor technical modifications \6\ in 
response to issues raised by the commenter.\7\
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    \5\ See Letter from Investment Company Institute (Feb. 5, 1999) 
(placed in File No. S7-31-98).
    \6\ Among other technical changes, we deleted the question 
requesting the date that the fund filed a notice of registration, 
because that information is not necessary to our determination under 
section 8(f) if the fund provides its registration number, as 
requested by the form. See Proposed Form N-8F, item 10; Amended Form 
N-8F, item 3.
    \7\ Form N-8F contains a reminder, but not a requirement, that a 
deregistering fund must file a final Form N-SAR [17 CFR 274.101] in 
accordance with other rules under the Act. See Amended Form N-8F, 
instruction 6. The commenter suggested that the Commission eliminate 
the obligation to file a final Form N-SAR in certain circumstances. 
We are considering amendments to Form N-SAR, and will consider the 
commenter's suggestion in the context of that rulemaking.
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II. Cost-Benefit Analysis

    The Commission is sensitive to the costs and benefits that result 
from its rules. The rule and form amendments are designed to decrease 
the regulatory burdens for funds that apply for a deregistration order. 
The amendments (i) revise the content and format of Form N-8F, making 
it easier to understand and complete, (ii) expand the circumstances 
under which funds may use the form to apply to deregister, and (iii) 
require the form to be filed electronically.
    As explained in greater detail in the cost-benefit analysis of the 
Proposing Release, the Commission believes these changes will result in 
cost and time savings for registered investment companies. 
Specifically, we estimated that the amendments will reduce the average 
time that it takes to complete the form by about 50 percent, and will 
similarly reduce the number of applications that require the applicant 
to provide additional or clarifying information.\8\ The one comment 
letter we received agreed that the proposed amendments would expedite 
the registration process, but did not provide specific estimates of any 
costs or benefits of the amendments.
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    \8\ The Commission believes the form typically is completed by 
support staff. Based on an estimated cost of $15 per hour for a 
clerical worker to complete Form N-8F and an estimate of 130 
applications filed each year, the Commission estimates the current 
total annual cost of filing the form is $11,700 (130  x  $15 x 6 
hrs.), while the total annual cost of filing the amended form would 
be $5,850 (130  x  $15  x  3 hrs.).
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III. Paperwork Reduction Act

    Certain provisions of the amendments to rule 8f-1 and Form N-8F 
constitute a ``collection of information'' requirement within the 
meaning of the Paperwork Reduction Act of 1995 [44 U.S.C. 3501-3520]. 
The Commission solicited, but did not receive, comments on the 
collection of information requirements in the Proposing Release. The 
Commission submitted the proposed amendments to the Office of 
Management and Budget (``OMB'') pursuant to 44 U.S.C. 3507(d) and 
received approval of the amendments'' collection of information 
requirements (OMB control number 3235-0157).\9\ 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.
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    \9\ As stated in the Proposing Release, the Commission estimates 
that the amendments will reduce the reporting and recordkeeping 
burden of the rule and form to 3 hours per respondent. Based on past 
experience, we estimate that each year approximately 130 funds will 
apply to deregister, and that each applicant will apply only once. 
Therefore, we estimate that the annual reporting and recordkeeping 
burden for the amended form will be 3 hours per applicant, and 390 
hours total for all applicants.
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    The collection of information is not mandatory but is recommended 
for all funds that seek to deregister under the circumstances described 
in rule 8f-1. The amended rule does not require that the collection of 
information be made public or kept confidential by the parties.

IV. Summary of Final Regulatory Flexibility Analysis

    A Final Regulatory Flexibility Analysis (``FRFA'') concerning rule 
8f-1 and Form N-8F has been prepared in accordance with 5 U.S.C. 604. 
An Initial Regulatory Flexibility Analysis (``IRFA'') was prepared in 
accordance with 5 U.S.C. 603, and a summary of the IRFA was included in 
the Proposing Release. The Commission received no comments on the IRFA.
    The FRFA notes that the amendments are intended to improve the 
quality of information provided on the form and to reduce the time and 
effort required to complete the form. The amendments do not impose new 
burdens on respondents other than the requirement that the form be 
filed through the EDGAR system. The amendments will not impose any new 
reporting or recordkeeping requirements.
    As discussed more fully in the FRFA, the amendments will affect 
small

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businesses or small organizations (collectively, ``small entities''), 
as defined by the Commission's rules, in the same manner as all other 
entities who use Form N-8F to deregister. The Commission believes the 
amendments will decrease burdens on all funds by facilitating and 
expediting the deregistration process, saving them time and money.
    The FRFA states that for purposes of the Investment Company Act and 
the Regulatory Flexibility Act, a small entity is a fund that, together 
with other funds in the same group of related funds, has net assets of 
$50 million or less as of the end of its most recent fiscal year.\10\ 
Of approximately 3900 active funds (including business development 
companies), 339 funds are small entities. Any of these 339 funds that 
applies to deregister under circumstances described in amended rule 8f-
1 could use Form N-8F.
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    \10\ Rule 0-10 under the Investment Company Act [17 CFR 270.0-
10].
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    Finally, the FRFA notes that the Commission considered various 
alternatives that might minimize the economic impact of the amendments 
on small entities. These include: (i) The establishment of differing 
compliance requirements that take into account the resources available 
to small entities; (ii) the clarification, consolidation, or 
simplification of compliance requirements under the rule for small 
entities; (iii) the use of performance rather than design standards; 
and (iv) an exemption from coverage of the rule, or any part thereof, 
for small entities. The FRFA concludes that alternative requirements or 
simplification or consolidation of the requirements is unnecessary 
because the amendments are designed to reduce the compliance burdens 
for all funds, including small entities. In addition, an exemption from 
any of the requirements for small entities would increase their 
regulatory burden rather than decrease it.
    A copy of the FRFA may be obtained by contacting Robin Gross Lehv, 
Division of Investment Management, Securities and Exchange Commission, 
450 5th Street, N.W., Washington, D.C. 20549-0506.

V. Statutory Authority

    The Commission is amending rule 8f-1 and Form N-8F pursuant to the 
authority set forth in section 38(a) [15 U.S.C. 80a-37(a)] of the 
Investment Company Act.

List of Subjects

17 CFR Part 232

    Reporting and recordkeeping requirements.

17 CFR Part 270

    Investment companies, Securities.

17 CFR Part 274

    Investment companies, Reporting and recordkeeping requirements.

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 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR 
ELECTRONIC FILINGS

    1. 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, 80-30 and 80a-37.


Sec. 232.101  [Amended]

    2. Section 232.101 is amended in paragraph (a)(1)(iv) by removing 
the phrase ``, 8(f)'' and by removing the phrase ``, 80a-8(f)''.
    3. Section 232.101 is amended in paragraph (c)(11) by removing the 
phrase ``8(f),'' and by removing the phrase ``80a-8(f),''.

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

    4. The authority citation for part 270 continues to read, in part, 
as follows:

    Authority: 15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, 80a-39 
unless otherwise noted;
* * * * *
    5. Section 270.8f-1 is revised to read as follows:


Sec. 270.8f-1  Deregistration of certain registered investment 
companies.

    A registered investment company that seeks a Commission order 
declaring that it is no longer an investment company may file an 
application with the Commission on Form N-8F (17 CFR 274.218) if the 
investment company:
    (a) Has sold substantially all of its assets to another registered 
investment company or merged into or consolidated with another 
registered investment company;
    (b) Has distributed substantially all of its assets to its 
shareholders and has completed, or is in the process of, winding up its 
affairs;
    (c) Qualifies for an exclusion from the definition of ``investment 
company'' under section 3(c)(1) (15 U.S.C. 80a-3(c)(1)) or section 
3(c)(7) (15 U.S.C. 80a-3(c)(7)) of the Act; or
    (d) Has become a business development company.

    Note to Sec. 270.8f-1: Applicants who are not eligible to use 
Form N-8F to file an application to deregister may follow the 
general guidance for filing applications under rule 0-2 (17 CFR 
270.0-2) of this chapter.

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

    6. 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.

    7. Section 274.218 and Form N-8F are revised to read as follows:


Sec. 274.218  Form N-8F, application for deregistration of certain 
registered investment companies.

    This form must be used as the application for an order of the 
Commission in cases in which the applicant is a registered investment 
company that:
    (a) Has sold substantially all of its assets to another registered 
investment company or merged into or consolidated with another 
registered investment company;
    (b) Has distributed substantially all of its assets to its 
shareholders and has completed, or is in the process of, winding up its 
affairs;
    (c) Qualifies for an exclusion from the definition of ``investment 
company'' under section 3(c)(1) (15 U.S.C. 80a-3(c)(1)) or section 
3(c)(7) (15 U.S.C. 80a-3(c)(7)) of the Act; or
    (d) Has become a business development company.

    Note: Form N-8F does not, and the amendments will not, appear in 
the Code of Federal Regulations. A copy of Form N-8F is attached as 
an Appendix to this document.

    Dated: April 15, 1999.

    By the Commission.
Jonathan G. Katz,
Secretary.

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3[FR Doc. 99-9942 Filed 4-20-99; 8:45 am]
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