Submission for OMB Review; Comment Request

SECURITIES AND EXCHANGE COMMISSION

Submission for OMB Review; Comment Request

Upon Written Request, Copies Available From: Securities and

Exchange Commission, Office of Filings and Information Services, 450

Fifth Street, N.W., Washington, D.C. 20549.

Form 24F-2--SEC File No. 270-399--OMB Control No. 3235-0456

Form N-1A--SEC File No. 270-21--OMB Control No. 3235-0307

Form N-3--SEC File No. 270-281--OMB Control No. 3235-0316

Form N-4--SEC File No. 270-282--OMB Control No. 3235-0318

Form N-14--SEC File No. 270-297--OMB Control No. 3235-0336

Form S-6--SEC File No. 270-181--OMB Control No. 3235-0184

Notice is hereby given that, pursuant to the Paperwork Reduction

Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange

Commission (the ``Commission'') has submitted to the Office of

Management and Budget the following proposed amendments to previously

approved collections of information discussed below. The proposed

amendment would implement a provision of the National Securities

Markets Improvement Act of 1996 (``Improvement Act'') relating to the

registration of certain investment company securities under the

Securities Act of 1933 (``Securities Act'').

Form 24F-2 is the form used by open-end management investment

companies (``mutual funds''), unit investment trusts (``UITs'') and

face-amount certificate companies (collectively, ``funds'') to pay

registration fees under the Securities Act. Form 24F-2 is required to

be filed annually. It is estimated that approximately 6,680 funds file

Form 24F-2 for a total of 6,680 annual burden hours.

Form N-1A is used by mutual funds to register with the Commission

as investment companies under the Investment Company Act of 1940 (the

``Investment Company Act'') and to register their offerings of

securities under the Securities Act. Form N-1A is filed annually and

updated on occasion. It is estimated that approximately 7,500 fund file

Form N-1A for a total of 990,000 annual burden hours.

Form N-3 is used by insurance company separate accounts organized

as management investment companies to register with the Commission as

investment companies under the Investment Company Act and to register

their offerings of securities under the Securities Act. Form N-3 is

filed annually and updated on occasion. It is estimated that

approximately 53 funds file Form N-3 for a total of 27,499 annual

burden hours.

Form N-4 is used by insurance company separate accounts organized

as UITs to register with the Commission as investment companies under

the Investment Company Act and to register their offerings of

securities under the Securities Act. Form N-4 is filed annually and

updated on occasion. It is estimated that approximately 288 funds file

Form N-4 for a total of 40,562 annual burden hours.

Form N-14 is the registration statement used by mutual funds to

register securities under the Securities Act which are to be issued in

connection with mergers and other forms of business combinations. Form

N-14 is filed on occasion. It is estimated that approximately 95 funds

file Form N-14 for a total of 58,900 annual burden hours.

Form S-6 is used by UITs to register their securities under the

Securities Act (UITs register as investment companies on a separate

Form N-8B-2). Form S-6 is filed annually. It is estimated that

approximately 3,263 funds file Form S-6 for a total of 114,205 annual

burden hours.

The proposed amendments to Form 24F-2 reflect the changes made by

the Improvement Act to the method of determining the amount of

registration fees on fund securities. The proposed amendments would

simplify the Form, reduce the burdens of filing the Form, and assist

funds in complying with the changes made by the Improvement Act. The

proposed amendments to Forms N-1A, N-3, N-4, N-14 and S-6 would conform

the language on the cover page of each Form to the amended statutory

provisions and would not result in any change in the paperwork burden

of these Forms.

Complying with the collection of information requirements of the

rule is mandatory. The filings that the rule requires to be made with

the

[[Page 40127]]

Commission are avaialbel to the public. 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.

The estimate of average burden hours is made solely for the

purposes of the Paperwork Reduction Act, and is not derived from a

comprehensive or even a representative survey or study of the costs of

Commission rules and forms.

Please direct general comments regarding the above information to

the following persons: (i) Desk Officer for the Securities and Exchange

commission, Office of Information and Regulatory Affairs, Office of

Management and Budget, Room 3208, New Executive Office Building,

Washington, D.C. 20503; and (ii) Michael E. Bartell, Associate

Executive Director, Office of Information Technology, Securities and

Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.

Comments must be submitted to OMB within 30 days of this notice.

Dated: July 15, 1997.

Jonathan G. Katz,

Secretary.

[FR Doc. 97-19627 Filed 7-24-97; 8:45 am]

BILLING CODE 8010-01-M