1 See Memorandum to SEC Rules Committee No. 1-96, dated January 15, 1996.
2 See Memorandum to SEC Rules Committee No. 10-96, dated February 5, 1996.
February 22, 1996
TO: SEC RULES COMMITTEE No. 13-96
RE: INSTITUTE COMMENT LETTER ON PROPOSED AMENDMENT TO RULE
12b-1
______________________________________________________________________________
The Institute has filed the attached comment letter with the Securities and Exchange
Commission expressing strong support for the Commissions proposal to amend Rule 12b-1
under the Investment Company Act of 1940 to eliminate the initial shareholder approval
requirement.1 The attached letter, which is sustantially identical to the draft comment letter
recently circulated to you,2 suggests a technical change to the wording of the proposed amendment to clarify that a vote of public
shareholders would not be required if an existing investment company adds a new series or class with a Rule 12b-1 distribution plan and that plan is adopted
before any public offering of the shares of the series or class.
Frances M. Stadler
Associate Counsel
Attachment