1 See Memorandum to SEC Rules Committee No. 1-96, dated January 15, 1996.
February 5, 1996
TO: SEC RULES COMMITTEE No. 10-96
RE: DRAFT COMMENT LETTER ON PROPOSED AMENDMENT TO RULE 12b-1
______________________________________________________________________________
As we previously informed you, the SEC has proposed to amend Rule 12b-1 under the
Investment Company Act of 1940 to eliminate the requirement for shareholder approval of an
investment companys 12b-1 plan before the company has publicly offered its shares.1
Attached for your review is a draft of the Institutes comment letter on the proposed
amendment.
The draft letter strongly supports the elimination of the initial shareholder vote
requirement. It recommends a technical change to the wording of the proposed amendment
that is intended to make clear that a vote of public shareholders would not be required if an
existing investment company adds a new series or class with a 12b-1 plan and that plan is
adopted before shares of the series or class are publicly offered.
Comments on the proposed amendment must be filed with the SEC by Thursday,
February 22nd. If you have any comments on the attached draft letter, please contact me at
(202) 326-5822 by Thursday, February 15th.
Frances M. Stadler
Associate Counsel
Attachment