ARTICLE 8 OF UCC UNDER REVISION BY NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS

January 22, 1993 TO: SEC RULES COMMITTEE NO. 8-93 OPERATIONS COMMITTEE NO. 3-93 RE: ARTICLE 8 OF UCC UNDER REVISION BY NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS __________________________________________________________ As you may be aware, in the Spring of 1991, a drafting committee was formed by the National Conference of Commissioners on Uniform State Laws ("NCCSL") to revise Article 8 of the Uniform Commercial Code. Article 8 sets forth the rules governing the holding, registration and transfer of investment securities. The focus of this project is to provide a structure of commercial and property rules for the indirect system of securities holding through securities intermediaries that has developed in recent years. Over the past several months, the Institute has been reviewing the proposed revisions to Article 8 ("the Amendment") in order to identify issues of particular concern to the investment company industry. Attached is a memorandum, prepared by the Institute, summarizing the proposed principal changes reflected in the Amendment and certain of the issues impacting investment companies. Also attached is a copy of the most recent draft of the proposed revision to Article 8 (dated January 4, 1993) and a memorandum from the Reporter of the Drafting Committee summarizing the changes from the October 6, 1992 draft. Please be aware that the January 4th draft contains text only and does not include the Reporter's Introductory Note and comments to the major provisions of the revision. If you would like to obtain a copy of the prior draft for review, please contact me at (202) 955-3517. Please provide me with any comments you have on the proposed revision to Article 8 as soon as possible. Patricia Louie Associate Counsel Attachments