00-18740. Submission for OMB Review; Comment Request

Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of Filings and Information Services, Washington, D.C. 20549

Extension:

Rule 11a-3, SEC File No. 270-321, OMB Control No. 3235-0358

Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.) (“PRA”), the Securities and Exchange Commission (the “Commission”) has submitted to the Office of Management and Budget a request for extension of the previously approved collection of information discussed below.

Rule 11a-3 Under the Investment Company Act of 1940; Offers of Exchange by Open-End Investment Companies Other Than Separate Accounts

Rule 11a-3 under the Investment Company Act of 1940 [17 CFR 270.11a-3] is an exemptive rule that permits open-end investment companies (“funds”), other than insurance company separate accounts, and funds' principal underwriters, to make certain exchange offers to fund shareholders and shareholders of other funds in the same group of investment companies. The rule requires a fund, among other things: (i) to disclose in its prospectus and advertising literature the amount of any administrative or redemption fee imposed on an exchange transaction; (ii) if the fund imposes an administrative fee on exchange transactions, other than a nominal one, to maintain and preserve records with respect to the actual costs incurred in connection with exchanges for at least six years; and (iii) to give the fund's shareholders a sixty day notice of a termination of an exchange offer or any material amendment to the terms of an exchange offer (unless the only material effect of an amendment is to reduce or eliminate an administrative fee, sales load or redemption fee payable at the time of an exchange).

The rule's requirements are designed to protect investors against abuses associated with exchange offers, to provide fund shareholders with information necessary to evaluate exchange offers and certain material changes in the terms of exchange offers, and to enable the Commission staff to monitor funds' use of administrative fees charged in connection with exchange transactions.

It is estimated that approximately 2,900 funds may choose to rely on the rule, and each fund may spend one hour annually complying with the recordkeeping requirement and another one hour annually complying with the notice requirement. The burdens associated with the disclosure requirement of the rule are accounted for in the burdens associated with the Form N-1A registration statement for funds. The total annual burden associated with the rule therefore, is limited to the recordkeeping and notice requirements under the rule, which is estimated to be 5,800 hours. This estimate represents an increase of 800 hours over the prior estimate of 5,000 hours. This increase in burden hours is attributable to an increase in the estimated number of funds from 2,500 to 2,900. The estimate of average burden hours is made solely for the purposes of the PRA, and is not derived from a comprehensive or even a representative survey or study of the costs of Commission rules.

Compliance with the collection of information requirements of rule 11a-3 is mandatory. Responses subject to the disclosure requirement of rule 11a-3 will not be kept confidential. Information subject to the recordkeeping requirement and notice requirement of rule 11a-3 is not submitted to the Commission and, therefore, confidentiality is not an issue.

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.

General comments regarding the above information should be directed to the following persons: (i) Desk Officer for the Securities and Exchange Commission, Office of Information and Regulatory Affairs, Office of Management and Budget, 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 5th Street, N.W., Washington, D.C. 20549. Comments must be submitted to OMB within 30 days of this notice.

Dated: July 18, 2000.

Jonathan G. Katz,

Secretary.