March 1, 1994
TO: CLOSED-END FUND COMMITTEE NO. 4-94
SEC RULES COMMITTEE NO. 24-94
RE: INSTITUTE'S DRAFT COMMENT LETTER ON PROXY RULE AMENDMENTS
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Attached for your review is a draft comment letter to the SEC concerning
the proposed amendments to the investment company proxy rules that we previously
sent to you. (See Memorandum to Closed-End Fund Committee No. 28-93 and SEC
Rules Committee No. 114-93, dated December 23, 1993.) The draft letter generally
supports the SEC's proposal, which incorporates most of the recommendations made
by the Institute in a 1986 submission to the Division of Investment Management.
The letter also suggests modifications to certain proposed amendments that were
not addressed in the Institute's 1986 submission. These changes mainly are
designed to narrow the scope and/or clarify the application of the proposed
requirements, to ensure that they will result in relevant disclosure that is not
overly burdensome to prepare. With respect to the proposed disclosure of the
aggregate compensation fund directors receive for their service on multiple
boards within a fund complex, the letter takes issue with any implication by the
SEC's proposing release that such compensation compromises the directors'
independence.
Comments on the SEC's proposal must be filed by March 18. Please contact
me at (202) 326-5822 by Tuesday, March 15 if you have any comments on the
attached draft letter.
Frances M. Stadler
Associate Counsel
Attachment