[13971]
September 25, 2001
TO: DIRECTOR SERVICES COMMITTEE No. 12-01
RE: MODEL QUESTIONNAIRE FOR INVESTMENT COMPANY DIRECTORS AND
OFFICERS
Earlier this year, the Securities and Exchange Commission adopted new rules and
amendments to rules and forms that are designed to enhance the independence and
effectiveness of independent directors of investment companies.* Among other things, the new
requirements provide for new and/or additional disclosure about directors in fund annual
reports, registration statements and proxy statements.
In light of these changes, the Institute, with the assistance of a member working group,
prepared a model questionnaire for fund directors and officers. The questionnaire is intended
to serve as a tool to help those preparing disclosure documents gather information needed to
comply with the new requirements (as well as existing disclosure requirements concerning
directors and officers) and to assess and monitor the “independent” status of independent
directors and nominees. A copy of the questionnaire is enclosed. The model questionnaire, as
well as a chart providing statutory, rule and/or form cites showing the sources for the
questions included in the questionnaire, have been provided to all ICI member complexes. The
expectation is that each complex will consult with legal counsel concerning any special
situations that may need to be addressed and will tailor the questionnaire to its particular
circumstances.
If you have any questions or comments on the questionnaire, please contact me at (202)
326-5813 or by email to bateman@ici.org.
Marguerite C. Bateman
Associate Counsel
Attachment
Attachment (in .pdf format)
* SEC Release Nos. 33-7932; 34-43786; IC-24816 (Jan. 2, 2001); 66 Fed. Reg. 3734 (Jan. 16, 2001).