SEC GRANTS INSTITUTE REQUEST FOR INTERPRETIVE ADVICE UNDER RULE 17J-1 OF THE 1940 ACT AND RULE 204-2 OF THE ADVISERS ACT

June 17, 1991 TO: SEC RULES MEMBERS NO. 36-91 CLOSED-END FUND MEMBERS NO. 25-91 UNIT INVESTMENT TRUST MEMBERS NO. 23-91 INVESTMENT ADVISER MEMBERS NO. 23-91 INVESTMENT ADVISER ASSOCIATE MEMBERS NO. 23-91 RE: SEC GRANTS INSTITUTE REQUEST FOR INTERPRETIVE ADVICE UNDER RULE 17j-1 OF THE 1940 ACT AND RULE 204-2 OF THE ADVISERS ACT __________________________________________________________ The SEC staff recently issued an interpretive no-action letter in response to the Institute's request for guidance with respect to the definition of "beneficial ownership" under Rule 17j-1(c)(1) of the Investment Company Act and Rule 204-2(a)(12) and (13) of the Investment Advisers Act. (See Memorandum to SEC Rules Committee No. 23-91, Closed-End Fund Committee No. 7-91, Unit Investment Trust Committee No. 18-91 and Investment Advisers Committee No. 18-91, dated April 24, 1991.) The SEC staff responded that it concurred with the Institute's opinion that for purposes of Rule 17j-1(c)(1) and Rule 204-2(a)(12) and (13), "beneficial ownership" should be determined in accordance with the new two-prong definition included in recently amended Rule 16a-1 under the Securities Exchange Act. A copy of the Institute's request and the staff's response is attached. Amy B.R. Lancellotta Assistant General Counsel Attachment