SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 200, 229, 239, 240, 270, and 274

[Release Nos. 337037; 3433350; IC19957; S73393]

RIN 3235AA69

Amendments to Proxy Rules for Registered Investment Companies

AGENCY: Securities and Exchange Commission.

ACTION: Proposed amendments to rules and forms.

SUMMARY: The Securities and Exchange Commission (the "Commission'') is
proposing for public comment amendments to the proxy rules applicable to
registered investment companies under the Investment Company Act of 1940 and
the Securities Exchange Act of 1934 to revise the information required in
investment company proxy statements. The proposed amendments are intended to
improve the disclosure provided to investment company shareholders in proxy
statements.

DATES: Comments must be received on or before March 18, 1994.

ADDRESSES: Comments should be submitted in triplicate to Jonathan G. Katz,
Secretary, Securities and Exchange Commission, 450 5th Street, NW.,
Washington, DC 20549. All comment letters should refer to File No. S73393.
All comments received will be available for public inspection and copying in
the Commission's Public Reference Room, 450 5th Street, NW., Washington, DC
20549.

FOR FURTHER INFORMATION CONTACT: Kathleen K. Clarke, Special Counsel, or
Kenneth J. Berman, Deputy Chief, Office of Disclosure and Adviser Regulation,
Division of Investment Management, (202) 2722107, Securities and Exchange
Commission, 450 Fifth Street, NW., Mail Stop 106, Washington, DC 20549.

SUPPLEMENTARY INFORMATION: The Securities and Exchange Commission (the
"Commission'') today is proposing for comment:

(1) An amendment to Schedule 14A (17 CFR 240.14a101) under the Securities
Exchange Act of 1934 (15 U.S.C. 78a et seq.) (the "1934 Act'') to add a new
item 22 that would include the specific requirements applicable to the proxy
statements of management investment companies ("funds'') registered under the
Investment Company Act of 1940 (15 U.S.C. 80a1 et seq.) (the "1940 Act'').
Item 22 would replace rules 20a2 (17 CFR 270.20a2) and 20a3 (17 CFR
270.20a3) under the 1940 Act, which would be rescinded;

(2) Corresponding amendments to the general requirements for proxies in
Regulation 14A (17 CFR 240.14a1) under section 14(a) of the 1934 Act (15
U.S.C. 78n(a)), including, among other things, items 7, 8, and 10 of Schedule
14A and related requirements of Regulation SK (17 CFR 229 et seq.), to
clarify the requirements applicable to funds and to exempt funds from certain
proxy disclosure requirements that are not relevant to funds;

(3) Amendments to Forms N1A (17 CFR 274.11A), N2 (17 CFR 274.11a1), and N3
(17 CFR 274.11b) to conform the compensation disclosure requirements of those
forms to the proposed proxy statement requirements; and

(4) An amendment to Form N14 (17 CFR 239.23), the registration statement form
for the registration of securities issued by investment companies in business
combination transactions, to require a comparative fee table in the disclosure
documents delivered in connection with such transactions.

The proposed amendments would update the fund proxy rules to reflect current
matters on which fund shareholders are commonly asked to vote, improve the
disclosure provided to shareholders, and simplify the preparation of fund
proxy statements.

Table of Contents

Executive Summary

I. Background

II. Discussion

A. Item 22 of Schedule 14A: Reorganization of Disclosure Rules

B. General Provisions: Item 22(a)

C. Election of Directors

D. Management Compensation

E. Approval of Investment Advisory Contract

F. Approval of Distribution Plan

G. Additional Fund Disclosure Requirements

H. Other Matters

I. Form N14

III. General Request for Comments

IV. Cost/Benefit of the Proposals

V. Summary of Initial Regulatory Flexibility Analysis

VI. Statutory Authority

VII. Text of Proposed Rule Amendments

Executive Summary

The Commission is proposing to revise the disclosure requirements for fund
proxy statements to update the proxy disclosure requirements for funds and to
simplify the preparation of fund proxies. The proposed amendments would
consolidate into a new item 22 in Schedule 14A disclosure requirements
previously set forth in rules 20a2 and 20a3. The provisions of rules
20a2(a) and 20a2(b), as proposed to be modified, would be incorporated in
proposed item 22. Proposed item 22 would include:

(i) In paragraph (a), definitions applicable to item 22 and certain general
requirements;

(ii) In paragraph (b), disclosure requirements applicable to solicitations in
connection with the election of directors;

(iii) In paragraph (c), disclosure requirements applicable to solicitations in
connection with approval of an investment advisory contract or an amendment
thereto; and

(iv) In paragraph (d), disclosure requirements applicable to solicitations in
connection with a distribution plan pursuant to rule 12b1 under the 1940 Act
[17 CFR 270.12b1].

Item 22 would eliminate certain of the current disclosure requirements
concerning matters that are not directly relevant to solicitations to elect
directors or to approve an investment advisory contract. New provisions would
be added to improve the disclosure provided to shareholders, including, among
other things, a table showing compensation paid to all directors. Item 22 also
would specify information required in fund proxy statements when a fund seeks
approval of a distribution plan under rule 12b1. Rule 20a1 would be
retained, with minor technical and conforming changes, to implement the
Commission's authority with respect to proxies under section 20(a) of the 1940
Act; rules 20a2 and 20a3 would be rescinded.

The Commission also is proposing other amendments to the general proxy
requirements in Regulation 14A and Schedule 14A, and related requirements in
Regulation SK to accommodate proposed item 22 and to make certain
requirements more appropriate to disclosure for funds.

I. Background

The 1940 Act proxy rules, adopted in 1960 under section 20(a) of the 1940 Act
[15 U.S.C. 80a20(a)],1 supplement the general proxy disclosure requirements
in Regulation 14A under section 14(a) of the 1934 Act.2 The fund-specific
proxy disclosure rules address certain matters expressly required by the 1940
Act to be submitted for shareholder approval, including the approval of an
investment advisory contract and the election of members of the board of
directors.3

1 Investment Company Act Rel. No. 2978 (Feb. 26, 1960) (25 FR 1865 (Mar. 3,
1960)).

2 Section 20(a) provides the Commission with the authority to adopt rules
regulating the solicitation of proxies by funds. On the effective date of the
1940 Act, the Commission adopted rule 20a1 (17 CFR 240.20a1) (originally
rule N20A1) which, among other things, required fund proxy statements to
include, as appropriate, the information required to be disclosed in
non-investment company proxy statements by the rules adopted under section
14(a) of the 1934 Act. Investment Company Act Rel. No. 9 (Nov. 1, 1940) (5 FR
4366 (Nov. 5, 1940)).

3 Section 15(a) (15 U.S.C. 80a15(a)) requires shareholder approval of the
investment advisory contract, and section 16(a) (15 U.S.C. 80a16(a)) sets
forth the requirements for the election of directors. Shareholder approval
also is required under section 13 of the 1940 Act (15 U.S.C. 80a13) when a
fund: (i) changes its classification as an open-end or closed-end company or
changes from a diversified to a non-diversified company; (ii) borrows money,
issues senior securities, underwrites securities issued by others, purchases
or sells real estate or commodities, or makes loans to other persons, except
as stated in the recital of policy set forth in the fund's registration
statement; (iii) deviates from the concentration policy set forth in its
registration statement; (iv) deviates from any investment policy that is
changeable only by a shareholder vote or that is a fundamental policy under
section 8(b)(3) (15 U.S.C. 80a8(b)(3)); or (v) changes the nature of its
business so as to cease being an investment company. Shareholders also are
required to ratify the selection of public accountants if an annual meeting is
held. Section 32(a)(2) (15 U.S.C. 80a31(a)(2)). Matters for which shareholder
approval is required under section 13 or section 32(a)(2) (other than the
selection of accountants which is addressed by item 9 of Schedule 14A) are not
subject to special proxy rules under the 1940 Act; rather, they are required
to be described in substantially the same detail as those matters specifically
referred to in Schedule 14A. Item 20 of Schedule 14A.

      In the recent study of investment company regulation, Protecting
Investors: A Half Century of Investment Company Regulation ("Protecting
Investors Report''),4 the Division of Investment Management recognized the
continuing importance of board of director oversight of investment company
affairs, especially the "watchdog'' function performed by independent
directors.5 The Division also emphasized that shareholder voting continues to
play a valuable role in fund regulation.6 The information that must be sent to
shareholders in connection with a vote serves to keep shareholders informed.
In addition, the knowledge that shareholders must vote on matters, such as an
increase in the investment adviser fee, operates as a deterrent to
self-dealing. The proxy rules are designed to elicit disclosure that achieves
these goals.

4 Sec, Division of Investment Management, Protecting Investors: A Half
Century of Investment Company Regulation, Corporate Governance 251289 (May
1992).

5 Protecting Investors Report at 253254.

6 Id.

Consistent with the conclusions in the Protecting Investors Report, the
Commission is proposing to update the proxy rules to reflect current matters
on which fund shareholders are typically asked to vote and changes in the fund
industry since the proxy rules were adopted in 1960.7 The amendments are
designed to improve the disclosure provided to shareholders in fund proxy
statements by placing greater emphasis on information that is directly
relevant to specific matters submitted to a shareholder vote and by
eliminating disclosure that may not be pertinent to the matters being voted
upon and which is, in most cases, available in other disclosure documents. The
proposed amendments are part of the Commission's continuing efforts to assure
that material information is provided to fund investors in a concise,
comprehensible format that facilitates investor decision-making.8

7 The Commission has, since 1960, adopted only one amendment to the 1940 Act
proxy rules, amending rule 20a2(a)(7) (17 CFR 270.20a2(a)(7)) to require
fund proxy statements to include specified information regarding the brokerage
placement practices of investment advisers. Investment Company Act Rel. No.
10569 (Jan. 30, 1979) (44 FR 7869 (Feb. 7, 1979)). Other amendments have been
proposed but not adopted. See Investment Company Act Rel. No. 3931 (Mar. 18,
1964) (29 FR 3777 (Mar. 26, 1964)) (proposed disclosure of certain adviser
financial information and other information relating to underwriters and the
principal underwriting contract); Investment Company Act Rel. No. 7087 (Mar.
31, 1972) (37 FR 6758 (Apr. 4, 1972)) (proposal to prohibit a fund from
adjourning a shareholders' meeting if a properly constituted quorum was
present). In a letter to the Director of the Division of Investment
Management, dated July 1, 1986, the Investment Company Institute suggested
revisions to the proxy rules applicable to funds to reflect the growth of, and
changes in, the fund industry.

8 See, e.g., Investment Company Act Rel. No. 19382 (Apr. 6, 1993) (58 FR
19050 (Apr. 12, 1993)) (adopting simplified financial highlights table and
management's discussion of fund performance requirement for open-end funds);
Investment Company Act Rel. No. 19342 (Mar. 5, 1993) (58 FR 1614 (Mar. 25,
1993)) (proposing to permit sales of mutual fund shares marketed directly to
the public to proceed directly from off-the-page prospectuses); Investment
Company Act Rel. No. 19115 (Nov. 20, 1992) (57 FR 56826 (Dec. 1, 1992))
(adopting fee table and simplified financial highlights table for closed-end
fund prospectuses); Investment Company Act Rel. No. 16245 (Feb. 2, 1988) (53
FR 3868 (Feb. 10, 1988)) (adopting uniform formula for calculation of fund
performance claims); Investment Company Act Rel. No. 16244 (Feb. 1, 1988) (53
FR 3192 (Feb. 4, 1988)) (adopting fee table for open-end fund prospectuses).

II. Discussion

A. Item 22 of Schedule 14A: Reorganization of Disclosure Rules

Currently, funds preparing proxy statements must refer to several sets of
rules relating to proxy statement disclosure, including Regulation 14A and
Schedule 14A under the 1934 Act, Regulation SK,9 and rules 20a2 and 20a3
under the 1940 Act.10 The proposed amendments would simplify the preparation
of proxies by consolidating into a new item 22 to Schedule 14A disclosure
requirements previously set forth in rules 20a2 and 20a3. In addition, the
proposed new item would be applicable to information statements required to be
distributed by funds pursuant to recently adopted amendments to the 1934
Act.11

9 Regulation SK includes the generally applicable disclosure items for
filings under, among other things, the 1934 Act.

1 0The other items in Schedule 14A would continue to be applicable, as
appropriate, to fund proxy statements. Schedule 14A includes provisions
governing the form and content of all proxy statements such as, among other
things, information concerning the date, time, and place of the meeting of
shareholders (item 1), amendments of the charter, by-laws or other corporate
documents (item 19), and voting procedures (item 21).

1 1Amendments to section 14(c) of the 1934 Act (15 U.S.C. 78n(c)) were
enacted in the Shareholder Communications Improvement Act of 1990 ("SCIA'').
Pub. L. 101550, 104 Stat. 2713. When proxies are not solicited in connection
with a shareholder meeting, issuers of securities registered under section 12
of the 1934 Act (15 U.S.C. 781) are required by section 14(c) to transmit to
shareholders information substantially similar to that contained in the proxy
statement. These requirements are set forth in Regulation 14C (17 CFR
240.14c1) and Schedule 14C thereto (17 CFR 240.14c101). Schedule 14C refers
to Schedule 14A for most of the requirements for information statements. Under
the SCIA amendments, funds are now subject to the information statement
requirement. Rules implementing the change were adopted by the Commission on
January 3, 1992. Investment Company Act Rel. No. 18467 (Jan. 6, 1992) (57 FR
1096 (Jan. 10, 1992)).

The provisions of rules 20a2(a) (17 CFR 270.20a2(a)) and 20a2(b) (17 CFR
270.20a2(b)), as proposed to be modified, would be incorporated in proposed
item 22. As discussed in more detail below, certain of these provisions would
be deleted and new provisions would be added, including, among other things, a
table showing compensation paid to all directors. In addition, item 22 would
specify information required in fund proxy statements when a fund seeks
approval of a distribution plan under rule 12b1. Rule 20a1 would be
retained, with minor technical and conforming changes, to implement the
Commission's authority with respect to proxies under section 20(a) of the 1940
Act;12 rules 20a2 and 20a3 would be rescinded.

1 2The Commission is proposing minor technical amendments to rule 20a1 to
delete references to rules 20a2 and 20a3 and to add references to, among
other things, Regulation 14A and Schedule 14A. In addition, the filing fee
requirement in rule 20a1(c) (17 CFR 270.20a1(c)) would be moved to
subparagraph (a)(2) of proposed item 22.

      The proposed amendments would not modify the basic format of fund proxy
statements. Item 22 would include a new requirement concerning the format for
disclosure, however, when one proxy statement solicits shareholder votes for
more than one fund or for multiple portfolios of series investment companies
("series funds'').13 While this manner of solicitation is more efficient and
less costly, it may be confusing to shareholders. Therefore, the Commission is
proposing that, when a fund proxy statement includes multiple proposals
requiring the separate vote of shareholders of more than one fund or portfolio
of a series fund, the fund includes a table at the beginning of the proxy
statement summarizing each proposal and indicating which fund or series
shareholders are being requested to approve each proposal.14 This proposal
would improve the proxy disclosure by allowing shareholders to direct their
attention to proposals that are applicable to the fund or portfolio in which
they invest. Comment is requested on other methods of clarifying the
presentation of multiple proposals in fund proxy statements, such as requiring
separate proxy statement "supplements'' for each fund or portfolio describing
the matters applicable to that fund or portfolio.15

1 3A series fund is a fund comprised of two or more portfolios, each of
which has a distinct investment objective with assets specifically allocated
to that portfolio; investors' interests in such a fund are limited to those
portfolios in which they invest. Each portfolio operates for many purposes
like a separate fund although the portfolios are all part of the same business
entity with one board of directors. Series funds are specifically permitted
under section 18(f)(2) of the 1940 Act [15 U.S.C. 80a18(f)(2)].

1 4Subparagraph (a)(3)(ii) of proposed item 22. To assure that shareholders
are not confused in casting their vote, a separate proxy card is required for
each fund or portfolio.

1 5See, e.g., item 902 of Regulation SK (17 CFR 229.902) (requiring
separate disclosure supplements for each entity proposed to be included in
certain "roll-up'' transactions).

B. General Provisions: Item 22(a)

As proposed, paragraph (a) of item 22 would provide the definition of terms
used in item 22.16 Item 22(a) also would include general proxy disclosure
requirements, such as the name and address of the fund's investment adviser,
principal underwriter, and administrator,17 and would contain the filing fee
requirements.18 In addition, item 22(a) would require, as is currently
required by rule 20a2, disclosure of transactions by directors in the
securities of the investment adviser or its parent(s) or subsidiaries in proxy
solicitations involving the election of directors or approval of an investment
advisory contract.19 This disclosure provides information about potential
conflicts of interests of directors.20

1 6The proposed definitions in subparagraph (a)(1) would include, among
other things, certain definitions that currently appear in rule 8b2 under the
1940 Act (17 CFR 270.8b2) that were previously referred to in rule 20a2(c)
(17 CFR 270.20a2(c)).

1 7Subparagraph (a)(3)(i) of proposed item 22. "Administrator'' would be
defined, as it is in item 5(c) of Form N1A, as any person or persons who
provide significant administrative or business management services to the
fund. Subparagraph (a)(1)(i) of proposed item 22.

1 8Subparagraph (a)(2) of proposed item 22. The filing fee would continue to
be $125.

1 9Rule 20a2(a)(8) [17 CFR 270.20a2(a)(8)]. Subparagraph (a)(4) of
proposed item 22.

2 0The proposed item would not require disclosure of information, as is
currently required by rule 20a2(a)(8), about securities transactions by
officers of the fund (who generally are employees of the investment adviser)
or officers, general partners, or parents of the investment adviser in the
securities of the investment adviser. These transactions may not be relevant
to proxy statements related to the election of directors or the approval of an
investment advisory contract.

Item 22(a) would require fund proxy statements seeking approval of proposals
that would increase fees or expenses to include a comparative fee table
showing the amount of fees and expenses currently paid by fund shareholders
and the amount of fees and expenses shareholders would have paid if the matter
being voted on had been in effect.21 The fee table is intended to assist
shareholders in assessing the full effect of a proposed fee increase.22

2 1Subparagraph (a)(3)(iii) of proposed item 22. This requirement would
apply to proposals that would cause an increase in fees directly, such as a
proposal to increase the investment advisory fee, or indirectly, such as a
change of investment adviser that would result in an increase in other
expenses. These fees could include administrative, custodial, or transfer
agent fees. The proposed fee table would be required to be prepared in
accordance with the applicable items of Form N1A, in the case of a open-end
fund, Form N2, in the case of a closed-end fund, or Form N3, in the case of
investment companies that are separate accounts offering variable annuity
contracts.

2 2A narrative description of the effect of the proposed fee, in lieu of the
fee table, would be required where approval is sought only for a change in
asset breakpoints that would not have increased the fee for previous years
because the assets of the fund have not reached the breakpoint. Instruction 1
to subparagraph (a)(2)(iii) of proposed item 22.

The Commission is proposing to include in item 22(a) a requirement that a fund
state in the proxy statement whether it intends to inform shareholders of the
voting results in a periodic report or other document transmitted to
shareholders.23 Funds currently report voting results in Form NSAR [17 CFR
274.101], the fund semi-annual report filed with the Commission; however,
filings on Form NSAR are not disseminated to shareholders.

2 3Subparagraph (a)(3)(iv) of proposed item 22.

C. Election of Directors

The 1940 Act and the Commission's rules assign important responsibilities to
fund directors,24 who are required to be elected by shareholders.25 The
Division of Investment Management examined the role of directors in the
Protecting Investors Report and concluded that the oversight function
performed by the board of directors, particularly independent directors,
benefits investors.26 In particular, the Protecting Investors Report
emphasized the central role of directors under the 1940 Act in policing
potential conflicts of interest between a fund and its investment adviser.27

2 4These responsibilities include, among other things: (i) evaluation and
approval of the investment advisory contract (sections 15(a) and 15(c) (15
U.S.C. 80a15(c))), the principal underwriting contract (section 15(c)), and
use of fund assets for the distribution of shares (rule 12b1); (ii) selection
of independent public accountants (section 32(a)(1) (15 U.S.C. 80a31(a)(1)));
(iii) oversight of securities transactions with affiliates to the extent such
transactions are permitted under various rules (section 10(f) (15 U.S.C.
80a10(f)) and rule 10f3 (17 CFR 270.10f3), section 17(a) (15 U.S.C.
80a17(a)) and rule 17a7 (17 CFR 270.17a7), and section 17(e) (15 U.S.C.
80a17(e)) and rule 17e1 (17 CFR 270.17e1)); (iv) approval and oversight of
certain portfolio security depositary arrangements (section 17(f) (15 U.S.C.
80a17(f)) and rule 17f4 (17 CFR 270.17f4)); (v) approval of certain
procedures relating to the calculation of the fund's net asset value (section
2(a)(41) (15 U.S.C. 80a2(a)(41)), section 22(c) (15 U.S.C. 80a22(c)) and
rule 22c1 (17 CFR 270.22c1)); (vi) approval of size of repurchase offer and
adoption of procedures regarding portfolio liquidity for repurchase offers by
closed-end management investment companies (rule 23c3 (17 CFR 270.23c3));
and (vii) various determinations in connection with the establishment of a
stable per share price and the portfolio management of a "money market'' fund
(rule 2a7 (17 CFR 270.2a7)). In addition, directors are subject to general
standards of fiduciary duty to the fund and its shareholders under the 1940
Act (section 36(a) of the 1940 Act (15 U.S.C. 80a35(a))) and under state law,
see 3 Fletcher CYC Corp.  838; Hanson Trust plc v. MLSCM Acquisition, Inc.,
781 F.2d 264, 275 (2d Cir. 1986); Smith v. Van Gorkom, 488 A.2d 858, 87273
(Del. 1985); see also Burks v. Lasker, 441 U.S. 471 (1979).

2 5Section 16(a). The 1940 Act does not require that shareholders annually
elect directors. Section 16(a) generally provides that no person shall serve
as a director of a fund unless elected by shareholders; however, it also
provides that vacancies occurring between shareholder meetings may be filled
in any otherwise legal manner, if, immediately after filling the vacancy, at
least two-thirds of the directors have been elected by shareholders. If, at
any time, less than a majority of a fund's directors have been elected by
shareholders, section 16(a) requires the fund to convene promptly a
shareholder meeting to fill any existing vacancies. Unless these provisions of
the 1940 Act are applicable, the frequency of election of directors is
governed by state law. John Nuveen & Co. Inc. (pub. avail. Nov. 18, 1986);
Lutheran Brotherhood Money Market Fund, Inc. (pub. avail. Mar. 10, 1983).

For historical and other reasons, most funds are organized under the laws of
Massachusetts or Maryland. The organizational and operational requirements of
Massachusetts business trusts are not specified by statute, and a fund's
essential structure is contained in the trust agreement, which generally
includes a provision eliminating the need for annual shareholder meetings to
elect directors. See generally Jones, Moret and Storey, The Massachusetts
Business Trust and Registered Investment Companies, 13 Del. J. of Corp. L. 421
(1988). Maryland amended its corporate code in 1989 to permit fund charters or
by-laws to provide that annual meetings are not required to be held in any
year in which the election of directors is not required by the 1940 Act.
Maryland Corporations Code  2501(b).

2 6Protecting Investors Report at 253. The Division recommended, however,
some changes to improve the structure and responsibilities of fund boards of
directors. To enhance board independence, the Division recommended amending
section 10(a) of the 1940 Act (15 U.S.C. 80a10) to require a majority of the
directors be independent instead of, as is now required, at least 40%. Id. at
266. The Division also recommended eliminating requirements in 1940 Act rules
that unnecessarily burden directors with consideration of operational matters
in order to allow directors to devote their attention to important conflict of
interest issues. Id. In accordance with this recommendation, the Commission
recently adopted amendments that eliminate annual review requirements in rules
10f3, 17a7, 17e1, 17f4, and 22c1 and require instead that directors make
and approve changes only when necessary. Investment Company Act Rel. No. 19719
(Sept. 17, 1993) (58 FR 49919 (Sept. 24, 1993)).

2 7Protecting Investors Report at 255.

      The disclosure requirements for directors are designed to inform
shareholders about a director's background, as well as associations that could
affect the independence of directors. Thus, when funds solicit votes for the
election of directors, the proxy statement must include disclosure under the
1940 Act proxy rules about the relationships and transactions between a
director28 and the fund's investment advisers,29 in addition to the more
general disclosure concerning directors called for by items 7 and 8 of
Schedule 14A.30 Item 22 would continue to include these requirements,31 with
proposed modifications as described below.

2 8The term director as used hereinafter includes nominees for director, or
in the case of a Massachusetts business trust, trustees or nominees for
trustee, unless the context otherwise requires.

2 9Rule 20a2(a).

3 0Item 7 (by reference to Regulation SK) requires information on, among
other things, certain material legal proceedings adverse to the fund involving
directors (instruction 4, item 103 of Regulation SK (17 CFR 229.103)), the
identity of directors and their business experience (item 401 of Regulation
SK), and certain relationships and related transactions (item 404 of
Regulation SK (17 CFR 229.404)). Under item 7(e), disclosure also is required
concerning audit, nominating, and compensation committees of the board of
directors. Item 8 requires information on director compensation (by reference
to item 402 of Regulation SK (17 CFR 229.402)).

3 1As under current rules, proposed item 22(b) would, among other things,
require (i) disclosure of whether a director is an officer, employee,
director, partner, or shareholder of the investment adviser (subparagraph
(b)(1)); (ii) information concerning any material interest that the director
has in the fund's principal underwriter or administrator (subparagraph
(b)(2)); and (iii) information concerning material transactions between the
director and the fund's investment adviser, administrator or distributor or
any of their respective parents and subsidiaries (subparagraph (b)(3)).

(1) Item 22(b) would require information concerning the director's
relationships or transactions with fund administrators as well as investment
advisers and underwriters. Such relationships may pose potential conflicts of
interest of which fund shareholders should be aware.32

3 2Subparagraph (b)(2) of proposed item 22.

(2) Item 22(b) would require expanded disclosure of whether the director
previously had a material interest in, or relationship with, the investment
adviser, principal underwriter, administrator, or any of their respective
affiliates.33 Even if the director is no longer an "interested person,''34 his
or her prior relationships with fund affiliates may be material to a
shareholder's assessment of the nominee's independence. The Commission
requests comment on whether disclosure of past relationships should be limited
to a specified period, e.g., five or ten years, or a longer or shorter period.

3 3Subparagraphs (b)(1) and (2) of proposed item 22.

3 4Section 10 of the 1940 Act generally requires that at least 40% of a
fund's board of directors consist of persons who are not "interested persons''
(as defined in Section 2(a)(19) of the 1940 Act (15 U.S.C. 80a2(a)(19))) of
the fund. Congress intended that the independent directors "supply an
independent check on management and provide a means for the representation of
shareholder interests in investment company affairs.'' S. Rep. No. 91184,
91st Cong., 1st Sess. 32 (1969).

(3) Item 22(b) would require a description of any non-routine litigation in
which a director or an affiliated person is a party adverse to the fund or any
of its affiliated persons.35 This new item would replace item 7(a) of Schedule
14A with a requirement more specifically tailored to funds.

3 5Subparagraph (b)(5) of proposed item 22.

(4) The proposed amendments would not include detailed disclosure currently
required regarding the investment adviser (for example, a certified balance
sheet of the adviser),36 the investment advisory contract,37 and brokerage
commission practices.38 This information may not be directly relevant to the
election of directors. Moreover, most of this information is available to
shareholders in other fund disclosure documents.39

3 6Rules 20a2(a) (1)(4) and 20a2(a)(9) (17 CFR 270.20a2(a) (1)(4) and
(9)).

3 7Rule 20a2(a)(6) (17 CFR 270.20a2(a)(6)).

3 8Rule 20a2(a)(7).

3 9Information concerning the investment advisory contract is set forth in a
fund's prospectus. Forms N1A (items 2 and 5), N2 (items 3 and 9), and N3
(items 3 and 6). Brokerage information is required in the fund's Statement of
Additional Information ("SAI''), which is part of the two-part disclosure
documents required to be furnished or made available to investors. Forms N1A
(item 17), N2 (item 21), and N3 (item 22).

      To simplify the preparation of fund proxies, the Commission is proposing
to incorporate the director-specific information required by paragraphs (b)
and (d) of item 7 of Schedule 14A into item 22.40 Directors who are
"interested persons'' of the fund would continue to be identified with an
asterisk and a description of the relationships, events or transactions that
cause such persons to be "interested.''41

4 0Subparagraph (b)(4) of proposed item 22. By its terms, the provisions of
paragraph (c) of item 7 are not applicable to funds. Investment companies
would continue to be subject to the general corporate governance disclosure
requirements in paragraphs (e)(g) of item 7. These requirements include the
identification and composition of committees of the board (paragraph (e)), the
number of meetings of the board (paragraph (f)), and disclosure of
disagreements associated with the resignation of a director (paragraph (g)).

The disclosure required by proposed subparagraph (b)(4) also applies to
officers of the fund as is currently required by paragraph (b) of item 7.
Subparagraph (b)(4) would, however, limit the information required for
separate accounts sponsored by insurance companies to that relating to
executive officers of the sponsoring insurance company who are directly or
indirectly engaged in activities relating to the separate accounts.
Instruction 2 to subparagraph (b)(4) of proposed item 22. This amendment would
eliminate extended disclosure concerning officers of the sponsoring insurance
company who are not involved in the administration of the separate account.

4 1Instruction 1 to paragraph (4) of proposed item 22(b).

Another proposed amendment would modify the requirement for a listing of all
the other directorships of a director.42 Directors frequently serve on many
boards of funds in the same fund complex.43 Under such circumstances,
disclosure of this information results in long lists of directorships for
related funds that may not provide shareholders with information about the
qualifications and other competing responsibilities of a director. Funds would
be required to state, if applicable, that a director serves on the board of
other funds in the identified fund complex and to specify the number of the
boards on which the director serves.44 The Commission requests comment on
whether other director disclosure requirements may be appropriate to assure
that proxy statements provide useful information about directors to
shareholders.

4 2Item 7(b) requires this information by reference to item 401(e) of
Regulation SK.

4 3Item 22 would include a definition of fund complex. See infra note 49 and
accompanying text.

4 4Proposed instruction to item 401(e) of Regulation SK. The modification
would apply to documents and reports by all issuers (not only funds) that are
required to provide the information about fund directorships called for by
item 401(e). Information concerning service as a director of other companies,
including companies registered under section 12 of the 1934 Act, would
continue to be required.

D. Management Compensation

Fund proxy statements are required to include information in proxy statements
about the compensation of fund directors and officers in connection with the
election of directors or proposals seeking shareholder approval of benefit
plans in which directors or officers will participate. These requirements are
now included in item 8 of Schedule 14A, which references Regulation SK and
fund registration statement forms.45 The Commission is proposing amendments
that would consolidate the disclosure requirements for management compensation
paid by funds to directors and officers in paragraph (b) of item 22.46 The
proposed disclosure would reformat existing requirements and expand the
information provided for directors, particularly in the case of directors who
serve as such for more than one fund in a fund complex, as defined in item 22.
These directors often receive substantial annual fees for their activities on
a number of boards of funds sponsored by a single investment adviser or
underwriter, although the amount paid by a single fund (and disclosed to
shareholders) may not be particularly significant. In addition, many fund
complexes have established retirement plans for their independent directors.
The aggregate benefit package that a director receives as a result of his or
her relationship to a fund complex could be material to a shareholder's
assessment of the director's independence.

4 5Item 8 of Schedule 14A (by reference to item 402(g) of Regulation SK).
Item 8 also incorporates for funds the management compensation disclosure
requirements in fund registration statements forms. Forms N1A (item 14), N2
(item 18), and N3 (item 20). Prior to recent revisions to the management
compensation disclosure for operating companies, funds had been subject to the
general compensation disclosure requirements of item 402. In the recent
revisions, funds were excluded from amended item 402 and instead made subject
to the registration statement form requirements. Securities Act Rel. No. 6962
(Oct. 16, 1992) (57 FR 48125 (Oct. 21, 1992)).

4 6Subparagraph (b)(6) of proposed item 22.

      Currently, funds must disclose in proxy statements related to the
election of directors or approval of benefit plans for directors compensation
paid to directors under any standard arrangements. This disclosure also must
include any other arrangements that will result in compensation to a director
(such as consulting agreements). The required information about compensation
is limited to compensation paid to the director by the fund soliciting the
proxy statement. The Commission is proposing to revise this disclosure to
require a compensation table setting forth for each director: (i) Aggregate
compensation paid by the fund; (ii) the total compensation received from all
funds in a fund complex on the boards of which the director serves; (iii)
pension or retirement benefits accrued during the year; and (iv) estimated
annual benefits upon retirement. In addition, item 22(b) would require a
description of the material provisions of any pension or other benefit plan
applicable to directors and other arrangements under which a director may be
compensated.47 The proposed format is intended to set forth director
compensation more clearly, to provide better disclosure of benefits other than
compensation received by a director, and, for directors who serve on the
boards of more than one fund in a fund complex, to furnish more comprehensive
information about the director's total compensation.48

4 7Similar disclosure would be required with respect to plans affecting
officer compensation. In addition, business development companies would
disclose in proxies information concerning options granted to officers or
directors that is currently required by item 402 of Regulation SK.

4 8When a fund seeks shareholder approval of a benefit plan, funds also will
be required to include the information required by item 10 of Schedule 14A as
proposed to be modified to address specific fund issues.

Proposed item 22 would define fund complex as two or more funds that have a
common investment adviser (or which have advisers that are affiliates) or,
with respect to open-end funds, a common principal underwriter.49 The
Commission requests comment on whether this definition will serve to elicit
relevant information about compensation paid to directors by related entities.
For example, should the definition also include funds with common
administrators?

4 9Subparagraph (a)(1)(vi) of proposed item 22.

The compensation disclosure required for fund officers would remain the same
under the proposed amendments except for minor revisions. Because most funds
are externally managed, fund executive officers generally do not have formal
management roles and receive no compensation from the fund. As currently
required, however, compensation received by the three highest paid executive
officers having aggregate compensation from a fund exceeding $60,000 would
have to be disclosed in the compensation table. To make the disclosure of
management compensation uniform, the compensation disclosure required to
appear in the SAI portion of a fund's registration statements would be amended
to be consistent with item 22.50 In addition, to alert prospective investors
that this information, as well as information concerning the background of
fund management, is available in the SAI, the Commission is proposing to amend
fund registration statement forms to require that a statement to this effect
appear in the prospectus.51

5 0Forms N1A (item 14), N2 (item 18), and N3 (item 20).

5 1Proposed amendments to Forms N1A (item 5(a)), N2 (item 9.1.d), and N3
(item 6(a)). As is currently the case, however, fund registration statements
also would require disclosure of the compensation received by certain
affiliated persons and members of the fund's advisory board.

E. Approval of Investment Advisory Contract

Approval of the investment advisory contract is one of the express shareholder
voting requirements in the 1940 Act.52 Specific disclosure requirements for
proxies solicited in connection with the approval of an investment advisory
contract are currently included in rule 20a2(b), and these requirements, as
proposed to be modified, would be set forth in paragraph (c) of item 22. Proxy
statements must include, among other things, information concerning the
investment adviser,53 the existing investment advisory contract, if any,54 the
circumstances, if applicable, of any action or termination or proposed
termination of the existing investment advisory contract,55 and the nature of
action to be taken on the advisory contract.56 The Commission is proposing to
modify certain of the disclosure requirements as described below.

5 2Section 15(a).

5 3These requirements include: the name, address and principal occupation of
the principal executive officer and each director or general partner of the
adviser (rule 20a2(b)(1) (17 CFR 270.20a2(b)(1)) incorporating rule
20a2(a)(2); proposed subparagraph (c)(2) of item 22); the names and addresses
of all parents of the adviser and the basis for control (rule 20a2(b)(1)
incorporating rule 20a2(a)(3); proposed subparagraph (c)(3) of item 22); the
beneficial owners of 10% or more of the securities of the adviser (rule
20a2(b)(1) incorporating rule 20a2(a)(4); proposed subparagraph (c)(4) of
item 22); and the identification of any director of the fund that is an
officer, director, or has a material interest in the investment adviser (rule
20a2(b)(1) incorporating rule 20a2(a)(5) (17 CFR 270.20a2(a)(5)); proposed
subparagraph (c)(5) of item 22).

5 4Current rule 20a2(b)(1) incorporating rule 20a2(a)(1); proposed
subparagraph (c)(1) of item 22.

5 5These requirements are included in rules 20a2(a)(6) and (10) (17 CFR
270.20a2(a)(10)) (incorporated by 20a2(b)(1)) and would be included in
subparagraph (c)(1) of proposed item 22.

5 6Current rule 20a2(b)(2) (17 CFR 270.20a2(b)(2)); proposed subparagraph
(c)(8) of item 22. If a change in the investment advisory fee is sought,
additional disclosure concerning the current and proposed fee is proposed.
Subparagraph (c)(9) of proposed item 22 would require disclosure of the
aggregate amount of the investment adviser's fee for the last year, the amount
the adviser would have received had the proposed fee been in effect, and the
percentage amount of the proposed increase.

(1) The requirement that, among other things, all general partners of the
investment adviser be identified57 would be limited to those general partners
of the investment adviser receiving the five largest economic interests in the
partnership or having significant management responsibilities.58 Comment is
requested on whether general partners that have significant management
responsibilities relating to the fund also should be identified.

5 7Rule 20a2(b)(1) incorporating rule 20a2(a)(2).

5 8Subparagraph (c)(2) of proposed item 22.

      (2) A new item would be added to require a discussion of the material
factors considered by the board in recommending that fund shareholders approve
an investment advisory contract.59 This disclosure would include a general
discussion of the type of information considered by directors in fulfilling
their responsibilities under section 15(c) of the 1940 Act to evaluate the
terms of an investment advisory contract.60 These factors may include, among
other things, the qualifications of the investment adviser, the range of
services provided by the investment adviser, and the financial condition of
the adviser. Comment is requested on whether these or any other factors should
be specifically required to be discussed.

5 9Subparagraph (c)(11) of proposed item 22.

6 0Section 15(c) requires fund directors to request and to assess such
information as may be necessary to evaluate the terms of an investment
advisory contract.

(3) Under the current rules, funds must disclose the rate and amount of the
advisory fee charged to each of any other funds advised by the investment
adviser.61 This requirement may result in a long list of funds and fees and
may convey minimal useful information because different fees may reflect
differences in fund size, investment policies, and other factors that are not
disclosed in the proxy statement. Therefore, the Commission is proposing to
require the disclosure of fees paid to the investment adviser by other funds,
if any, with substantially similar investment objectives.62 For example, the
adviser of a fund that primarily invests in domestic equity securities would
disclose the rate and amount of advisory fees for other funds it advises that
primarily invest in domestic equity securities.

6 1Rule 20a2(b)(4) (17 CFR 270.20a2(b)(4)).

6 2Subparagraph (c)(10) of proposed item 22.

(4) Currently, funds must disclose extensive information concerning brokerage
allocation and commissions.63 This information is duplicative of disclosure
required in other documents64 and may not be directly relevant to evaluation
of an investment advisory contract proposal. Therefore, the Commission is
proposing amendments to require disclosure of only the amount and percentage
of brokerage commissions paid to affiliates of the investment adviser.65 Item
22 also would require similar compensation information for other entities
affiliated with the investment adviser that provide services to the fund, such
as transfer agents or custodians.66

6 3Rule 20a2(a)(7).

6 4See supra note 39 and accompanying text.

6 5Subparagraph (c)(13) of proposed item 22. A discussion of soft dollar
arrangements benefitting the investment adviser would be required in the
proposed discussion of material factors considered by the board of directors
in approving the investment advisory contract in item 22(c)(11).

6 6Subparagraph (c)(14) of proposed item 22.

(5) The Commission also is proposing to eliminate the requirement that a proxy
statement seeking a shareholder vote on the advisory contract contain a
certified balance sheet of the adviser.67 This requirement is intended to
permit shareholders to evaluate the financial capabilities of the investment
adviser. The Commission believes that the evaluation of the financial
condition of the adviser may be more appropriately the responsibility of the
Board of Directors in formulating a recommendation to approve the advisory
contract.68 In lieu of the balance sheet, item 22 would require that funds
disclose in their proxy statements any financial condition of the adviser that
is reasonably likely to impair the financial ability of the adviser to fulfill
its commitment to the fund under the proposed advisory contract.69 This
requirement is consistent with the existing requirement that an adviser to a
fund must disclose to the fund any financial condition that is reasonably
likely to impair its ability to fulfill its contractual commitments.70

6 7Rule 20a2(b)(1) incorporating rule 20a2(a)(9). As discussed in section
II.C., supra, the balance sheet also would not be required in connection with
the election of directors because it is not directly relevant to a shareholder
vote on directors.

6 8Moreover, funds have encountered difficulties in coordinating the
preparation of the adviser's certified balance sheet with the printing of the
proxy statements. See Dreyfus Connecticut Municipal Money Market Fund (pub.
avail. Dec. 5, 1990).

6 9Subparagraph (c)(7) of proposed item 22.

7 0Rule 206(4)4(a)(1) [17 CFR 275.206(4)4(a)(1)] under the Investment
Advisers Act of 1940 (15 U.S.C. 80b1 et seq.).

Approval of Distribution Plan

Rule 12b1 under the 1940 Act permits the use of fund assets to finance the
distribution of shares under certain conditions, one of which is shareholder
approval of a distribution plan ("Rule 12b1 Plan'') and amendments to a Rule
12b1 Plan that would materially increase the amount spent for distribution.71
There are currently no express proxy statement disclosure requirements
regarding the submission of a Rule 12b1 Plan for shareholder approval.
Because of the importance of such a shareholder vote, the Commission is
proposing to amend the proxy rules to address consideration of a Rule 12b1
Plan and plan amendments. These proposed requirements reflect, in many
respects, disclosure currently made in proxy statements.

7 1The Commission adopted rule 12b1 in 1980. Investment Company Act Rel.
No. 11414 (Oct. 28, 1980) (45 FR 73898 (Nov. 7, 1980)).

Paragraph (d) of proposed item 22 would set forth the disclosure requirements
for fund proxy statements that solicit shareholder approval of Rule 12b1
Plans (or amendments).72 Item 22(d) would require a description of the
proposed action and the reasons shareholders are being requested to vote on
adoption (or amendment) of a Rule 12b1 Plan.73 In addition, when the effect
of the action would be to increase fund expenses, item 22(a) would require
inclusion of a comparative fee table showing the level of fees before and
after adoption of the recommended Rule 12b1 Plan.74

7 2A number of funds have obtained exemptive orders permitting the issuance
of more than one class of securities, with each class subject to a different
distribution arrangement, but representing interests in the same portfolio of
investments. The Commission recently issued a release proposing rule and form
amendments that would permit funds to issue multiple classes of securities,
which would obviate the need for funds to apply for exemptions. Investment
Company Act Rel. No. 19955 (Dec. 16, 1993). Proposed amendments to rule 12b1
would, consistent with the exemptive orders for multiple class funds, require
Rule 12b1 Plans to have severable provisions for each class, and for any
action on a Rule 12b1 Plan to be taken separately for each class. An
instruction to item 22(d) would require a multiple class fund to furnish
information (including the comparative fee table) in proxy statements on a
class rather than fund basis in order to provide class shareholders with
material information concerning the distribution arrangements applicable to
them. The proposed instruction also would require a discussion of the
differences among classes and the distribution fee, if any, paid by each
class.

7 3Subparagraph (d)(1) of proposed item 22.

7 4Subparagraph (a)(3)(iii) of proposed item 22.

If the fund has been operating under a Rule 12b1 Plan, proposed item 22(d)
would require disclosure of material differences between the proposed and
current Rule 12b1 Plan. In addition, item 22(d) would require disclosure
about distribution expenses under the plan paid by the fund during the last
fiscal year to the fund's investment adviser, principal underwriter,
administrator, or any of their affiliated persons, and to persons receiving
10% or more of the fund's aggregate distribution fees.75 Finally, item 22(d)
would require disclosure about the factors the board of directors considered
in recommending adoption of (or amendment to) the Rule 12b1 Plan.76

7 5Subparagraph (d)(2)(iv) of proposed item 22.

7 6Subparagraph (d)(4) of proposed item 22.

G. Additional Fund Disclosure Requirements

The Commission requests comment on whether the proxy rules should contain
other specific fund-related disclosure requirements. For example, funds must
seek shareholder approval of a new investment advisory contract in the event
of a change of control of the investment adviser.77 The proxy statement
seeking approval of the new investment advisory contract must describe
material aspects of the transaction and its effect on fund shareholders. The
Commission requests comment on whether specific proxy disclosure requirements
may be needed for proxy statements relating to change-in-control transactions.

7 7A change of control causes an assignment of the investment advisory
contract, which results, under section 15(a)(4) of the 1940 Act (15 U.S.C.
80a15(a)(4)), in an automatic termination of the contract. In such event, the
fund will be required to seek shareholder approval of a new investment
advisory contract. Rule 15a4 (17 CFR 270.15a4) provides a temporary
exception from the shareholder approval requirement, but it is only available
for unforeseeable assignments of an investment advisory contract. Rule 15a4
specifically does not apply to an assignment when the investment adviser
receives money or other benefit. Section 15(f) of the 1940 Act (15 U.S.C.
80a15(f)) provides protection against the occurrence of fiduciary liability
for the sale of an investment adviser if certain conditions to safeguard fund
shareholders are met. Specifically, section 15(f) requires that (i) for at
least three years after the acquisition, at least 75% of the board of
directors of the acquired fund must consist of persons who are not "interested
persons'' of the investment adviser, and (ii) no unfair burden is imposed on
the fund as a result of the acquisition.

The Commission also requests comment on whether special disclosure
requirements should be required for other types of corporate reorganizations,
such as fund mergers. For example, should there be greater disclosure
concerning the bases on which the merging funds' boards of directors
determined that the transaction is in the best interests of the funds? Should
there be more specific disclosure on how the expenses of the transaction are
allocated among the funds and the investment adviser, particularly where the
fund merger follows or relates to the merger of two investment advisers.78

7 8The surviving investment adviser will often combine funds that have
similar investment objectives to achieve greater economies of scale or to
avoid offering competing funds.

H. Other Matters

Rule 14a3(b) (17 CFR 240.14a3(b)) under the 1934 Act requires that, when
directors are to be elected at an annual or special meeting, funds furnish
each person solicited with a proxy statement that is accompanied or preceded
by an annual report to shareholders. Rule 30d1 (17 CFR 270.30d1) requires an
annual report to be transmitted to shareholders 60 days after the end of a
fund's fiscal year. For various reasons, fund shareholder meetings may not
coincide with the mailing of the annual shareholder report. Where the annual
report has been previously transmitted, questions arise concerning whether
rule 14a3(b) requires funds to remail the annual report to shareholders
entitled to vote at the meeting or to mail the annual report to new
shareholders who may not have received an annual report mailed earlier in the
year.79 A second mailing of the annual report, whether to new shareholders or
all shareholders, may result in considerable expense for the fund. In
addition, issues may arise concerning whether the annual report is current
when several months have passed since transmittal of the annual report or the
fund has issued a semi-annual report in the interim between the transmittal of
the annual report and the shareholder meeting.

7 9The Division has granted no-action relief concerning the rule 14a3
annual report requirement under certain "compelling circumstances'' when a
shareholder meeting is held after the end of a fund's latest fiscal year but
before the annual report is available. Dean Witter American Value Fund (pub.
avail. Nov. 18, 1992). The no-action relief required compliance with certain
conditions to assure adequate disclosure to shareholders including that: (i)
the fund's latest annual and semi-annual report accompany or precede the proxy
statement; (ii) the fund's proxy statement include a statement from the board
of directors that no material adverse change in the financial operations of
the fund have occurred since the date of the fund's most recent semi-annual
report; and (iii) the fund's proxy statement states that proxies will not be
voted for the election of directors unless the fund receives a certificate
that there has been no material adverse change in the financial conditions of
the fund on the date of the vote or the fund mails an annual report to
shareholders and gives them an opportunity to revoke their proxies. See also
Dreyfus Connecticut Municipal Money Market Fund and Dreyfus Michigan Municipal
Money Market Fund (pub. avail. Dec. 5, 1990).

To clarify the annual report delivery requirements for funds, the Commission
is proposing to set forth the conditions under which a fund's annual report
previously transmitted to shareholders would satisfy the requirements of rule
14a3. As proposed, any annual report delivered to shareholders two months
before the date of the proxy statement would satisfy the delivery requirements
of rule 14a3(b). In the case of an annual report delivered more than two
months before the date of a proxy statement, a proposed note to rule 14a3(b)
would state that an annual report previously transmitted to shareholders would
satisfy the annual report delivery requirement under certain conditions. The
proposed conditions include: (i) The fund mails the proxy statement at least
30 days prior to the meeting; (ii) the proxy statement includes a prominent
statement that the most recent annual report and any subsequent semi-annual
report will be delivered to shareholders, upon written or oral request,
without charge; and (iii) if requested by a shareholder, the annual report
and, if available, the semi-annual report is transmitted within two business
days of the request.80 The Commission requests comment on whether the
two-month period for the previous delivery of an annual report without a
legend is sufficient or should be shorter or longer. In addition, the
Commission requests comment on other methods of satisfying the rule 14a3(b)
annual report requirement that could ensure appropriate disclosure to
shareholders while avoiding unnecessary expense. Commenters are specifically
requested to address whether, and under what conditions, it may be appropriate
to eliminate the proxy annual report requirement for funds in light of the
reports required to be transmitted to shareholders semi-annually under rule
30d1.

8 0The same amendments are proposed for rule 14c3 (17 CFR 240.14c3), which
requires an annual report to accompany an information statement concerning the
election of directors.

The Commission also proposes to amend Rule 14a3(e)(2) (17 CFR
240.14a3(e)(2)), which relieves registrants of the obligation to deliver
proxy and other soliciting materials to shareholders whose dividend payments
are returned as undeliverable. Because many fund shareholders choose to have
their dividends reinvested in additional shares and, thus, receive only
dividend reinvestment confirmations, the Commission is proposing to amend this
provision to refer also to undeliverable dividend reinvestment
confirmations.81

8 1The Commission also is proposing amendments to clarify those provisions
of rule 14a3 that are applicable to funds. Currently, subparagraph (12) of
rule 14a3(b) relieves investment companies from the obligations of certain of
the other provisions that appear earlier in the rule. The amendments would
clarify the provisions applicable to funds by providing for the exceptions in
the introductory language of paragraph (b).

      Item 3 of Schedule 14A requires a description of appraisal or similar
rights under state law applicable to any matter being acted upon (i.e.,
mergers and other fundamental corporate transactions).82 These state laws are
superseded by the 1940 Act,83 which requires open-end funds to redeem their
securities at net asset value.84 Therefore, the Commission proposes to amend
item 3 to make it expressly inapplicable to open-end funds.85 Closed-end funds
(including closed-end funds that make periodic repurchases of their shares
under rule 22c3 of the 1940 Act (17 CFR 270.22c3), which do not issue
redeemable securities, would continue to be subject to item 3.

8 2Most state laws allow minority shareholders that vote against such
transactions to demand a judicial appraisal of the fair value of their shares.
E.g., 8 Del. Code  262; N.Y. Bus. Corp. Law  623.

8 3Investment Company Act Rel. No. 8752 (Apr. 10, 1975) [40 FR 17986 (Apr.
24, 1975)].

8 4Mutual funds issue redeemable securities. Under the provisions of the
1940 Act, shareholders of mutual funds are entitled to receive the net asset
value of their securities within seven days of demand. See section 5(a)(1) (15
U.S.C. 80a5(a)(1) (defining mutual funds as those funds that issue redeemable
securities), section 2(a)(32) (15 U.S.C. 80a2(a)(32)) (defining redeemable
securities as securities entitling the holder to receive, upon demand,
approximately the proportionate value of the issuer's current net assets or
the cash equivalent thereof), section 22(e) (15 U.S.C. 80a22(e)) (providing
that, with certain limited exceptions, no fund shall suspend the right of
redemption for more than seven days after the tender of securities for
redemption), and rule 22c1 (17 CFR 270.22c1) (providing that redeemable
securities must be redeemed at a price based on the current net asset value
computed immediately after tender of the security for redemption).

8 5Proposed instruction 2 to item 3 of Schedule 14A.

I. Form N14

Form N14 is used by funds to register securities issued in connection with
investment company merger transactions.86 In addition, Form N14 may serve as
the proxy or information statement for such transactions. The Commission is
proposing to amend Form N14 to require disclosure in a table of the fees of
the acquiring and acquired fund and pro forma fees for the combined entity.87
This information will enable shareholders to assess how the proposed
transaction would affect fees. The proposed amendment to Form N14 is
comparable to the fee table proposed to be included in proxy statements when a
matter submitted to a shareholder vote would result in an increase in fees.88

8 6See Investment Company Act Rel. No. 14796 (Nov. 14, 1985) (50 FR 48379
(Nov. 25, 1985)).

8 7Proposed paragraph (a) of item 3 of Form N14.

8 8See section II.B, supra.

III. General Request for Comments

Any interested persons wishing to submit written comments on the proposed rule
changes that are the subject of this Release, to suggest additional changes
(including changes to provisions of the rules that the Commission is not
proposing to amend), or to submit comments on other matters that might affect
the proposed rules and amendments, are requested to do so. Commenters
suggesting alternative approaches are encouraged to submit proposed rule text.

IV. Cost/Benefit of the Proposals

To assist in the evaluation of the costs and benefits that may result from the
proposed amendments to the financial statement requirements for funds, the
Commission requests that commenters provide views and data relating to any
costs and benefits associated with these proposals. The proposed amendments to
the proxy rules applicable to funds are not expected to impose additional
burdens on funds because the amendments eliminate disclosure that may not be
relevant to shareholders, while adding other requirements that enhance the
information provided to shareholders. In addition, the proposed amendments
would provide more useful and comprehensive information to fund shareholders.

V. Summary of Initial Regulatory Flexibility Analysis

The Commission has prepared an initial regulatory flexibility analysis in
accordance with 5 U.S.C. 603 regarding the proposed amendments. The analysis
notes that the rule proposals contained in this release are intended to
provide more current, concise, and comprehensible information in fund proxy
statements while simplifying the preparation of proxy statements. Other
aggregate cost-benefit information reflected in the "Cost/Benefit Analysis''
section of this release also is reflected in this analysis. A copy of the
Initial Regulatory Flexibility Analysis may be obtained by contacting Kathleen
K. Clarke, Office of Disclosure and Adviser Regulation, 450 5th Street NW.,
Washington, DC 20549.

VI. Statutory Authority

The Commission is proposing to amend the proxy rules under 1934 Act sections
14 (15 U.S.C. 78n) and 23(a) (15 U.S.C. 78(w)) and 1940 Act sections 20(a) and
38(a) (15 U.S.C. 39(a)). The authority citations for the amendments to the
rules precede the text of the amendments.

VII. Text of Proposed Rule Amendments

List of Subjects in 17 CFR Parts 200, 229, 239, 240, 270 and 274

Authority Delegation (Government agencies), Investment companies, Reporting
and recordkeeping requirements, Securities.

For the reasons set out in the preamble, the Commission is proposing to amend
title 17, chapter II of the Code of Federal Regulations as follows:

PART 200 ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND REQUESTS

1. The authority citation for part 200 is amended by adding the following
citation:

Authority: 15 U.S.C. 77s, 78d1, 78d2, 78w, 78ll(d), 79t, 77sss, 80a37,
80b11, unless otherwise noted.

                                  * * * * *

Section 200.305 also is issued under 15 U.S.C. 77f, 77g, 77h, 77j, 78c(b),
78l, 78m, 78n, 78o(d), 80a8, 80a20, 80a24, 80a29, 80b3, 80b4.

 200.305 [Amended]

2. The authority citation following  200.305 is removed.

      3. By amending  200.305 to remove and to reserve paragraph (a)(5).

PART 229 STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933,
SECURITIES EXCHANGE ACT OF 1934, AND ENERGY POLICY AND CONSERVATION ACT OF
1975 REGULATION SK

4. The authority citation for part 229 continues to read, in part, as follows:

Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77aa(25), 77aa(26),
77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn, 77sss, 78c, 78i, 78j, 78l,
78m, 78n, 78o, 78w, 78ll(d), 79e, 79n, 79t, 80a8, 80a29, 80a30, 80a37,
80b11, unless otherwise noted.

                                  * * * * *

 229.401 [Amended]

5. The authority citation following  229.401 is removed.

6. By amending  229.401 to add an instruction following paragraph (e) to read
as follows:

 229.401 (Item 401) Directors, executive officers, promoters and control
persons.

                                  * * * * *

(e) * * *

Instruction to Paragraph (e) of Item 401

For the purposes of paragraph (e)(2), where the other directorships of each
director or person nominated or chosen to become a director include
directorships of two or more registered investment companies that are part of
a "fund complex'' as that term is defined in Item 22(a)(1)(v) of Schedule 14A
under the Exchange Act ( 240.14a101 of this chapter), the registrant may,
rather than listing each such investment company, identify the fund complex
and provide the number of investment company directorships held by the
director or nominee in such fund complex.

PART 239 FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

7. The authority citation for part 239 continues to read, in part, as follows:

Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77sss, 78c, 78l, 78m, 78n,
78o(d), 78w(a), 78ll(d), 79e, 79f, 79g, 79j, 79l, 79m, 79n, 79q, 79t, 80a8,
80a29, 80a30 and 80a37, unless otherwise noted.

                                  * * * * *

8. By amending Item 3 of Form N14 ( 239.23) to revise the title, to
redesignate paragraphs (a) and (b) as paragraphs (b) and (c), to add paragraph
(a), and to revise the third sentence of newly redesignated paragraph (b) to
read as follows:

Note: The text of Form N14 does not and the amendments will not appear in the
Code of Federal Regulations.

Form N14

Item 3. Fee Table, Synopsis Information, and Risk Factors

(a) Include a table showing the current fees for the registrant and the
company being acquired and pro forma fees, if different, for the registrant
after giving effect to the transaction using the format prescribed in the
appropriate registration statement form under the 1940 Act (for open-end
management investment companies, Item 2(a)(i) of Form N1A; for closed-end
management investment companies, Item 3.1 of Form N2; and for separate
accounts that offer variable annuity contracts, Item 3(a) of Form N3).

(b) * * * As to the registrant and company being acquired, compare: (1)
investment objectives and policies; (2) distribution and purchase procedures
and exchange rights; (3) redemption procedures; and (4) any other significant
considerations.* * *

                                  * * * * *

PART 240 GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 1934

9. The authority citation for part 240 continues to read, in part, as follows:

Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77eee, 77ggg, 77nnn, 77sss,
77ttt, 78c, 78d, 78i, 78j, 78l, 78m, 78n, 78o, 78p, 78s, 78w, 78x, 78ll(d),
79q, 79t, 80a20, 80a23, 80a29, 80a37, 80b3, 80b4 and 80b11, unless
otherwise noted.

                                  * * * * *

10. By amending  240.14a3 to revise the introductory text of paragraph (b),
to designate the note after the introductory text of paragraph (b) as Note 2:
and revise the title, to add Note 1: after the introductory text of paragraph
(b), to remove and reserve paragraph (b)(12), and to revise paragraph (e)(2)
to read as follows:

 240.14a3 Information to be furnished to security holders.

                                  * * * * *

(b) If the solicitation is made on behalf of the registrant and relates to an
annual (or special meeting in lieu of annual) meeting of security holders, or
written consent in lieu of such meeting, at which directors are to be elected,
each proxy statement furnished pursuant to paragraph (a) of this section shall
be accompanied or preceded by an annual report to security holders as follows
(except that paragraphs (b)(5) through (b)(11) of this section shall not apply
to investment companies registered under the Investment Company Act of 1940):

Note 1: Registered Investment Companies. An annual report transmitted to
shareholders by a registered investment company pursuant to Rule 30d1 of the
Investment Company Act of 1940 ( 270.30d1 of this chapter) no more than 60
days before the date of the proxy statement will satisfy the requirement that
an annual report accompany or precede the proxy statement. Where a proxy
statement is transmitted more than 60 days after transmission of the annual
report, the annual report delivery requirement of paragraph (b) will be
satisfied if the investment company: (1) Mails the proxy statement to
shareholders no later than 30 days prior to the shareholder vote; (2) states
prominently in the proxy statement that it will furnish, without charge, a
copy of the annual report and the most recent semi-annual report succeeding
the annual report, if any, upon request, providing the name, address, and
toll-free telephone number of the person to whom such request shall be
directed (or, if no toll-free telephone number is provided, a self-addressed
postage paid card for requesting the annual report); and (3) provides a copy
of the annual report and the most recent semi-annual report succeeding the
annual report, if any, to the requesting shareholder by first class mail, or
other means designed to assure prompt delivery, within two business days of
the request.

Note 2: Small Business Issuers. * * *.

                                  * * * * *

(12) [Reserved]

                                  * * * * *

(e) * * *

(1) * * *

(2) Unless state law requires otherwise, a registrant is not required to send
an annual report or proxy statement to a security holder if:

(i) an annual report and a proxy statement for two consecutive annual
meetings; or

(ii) all, and at least two, payments (if sent by first class mail) of
dividends or interest on securities, or dividend reinvestment confirmations,
during a twelve month period,

have been mailed to such security holder's address and have been returned as
undeliverable. If any such security holder delivers or causes to be delivered
to the registrant written notice setting forth his then current address for
security holder communications purposes, the registrant's obligation to
deliver an annual report or a proxy statement under this section is
reinstated.

11. By amending  240.14a6 to revise the introductory text of paragraph (i)
to read as follows:

 240.14a6 Filing requirements.

                                  * * * * *

(i) Fees. At the time of filing the proxy solicitation material, the persons
upon whose behalf the solicitation is made, other than companies registered
under the Investment Company Act of 1940, which shall refer to Item 22(a)(2)
of Schedule 14A, shall pay to the Commission the following applicable fee:

                                  * * * * *

12. By amending  240.14a101 to add an "s'' at the end of the word
"Instruction'' in Item 3, to designate the instruction to Item 3 as 1. and to
add an instruction 2., to revise paragraphs (c) and (d) of Item 7, to revise
the last sentence of Item 8 prior to the instruction, to add an instruction
after the introductory text of paragraph (b)(1)(ii) and at the end of item 10,
and to revise Item 20 to read as follows:

 240.14a101 Schedule 14A. Information required in proxy statement.

                                  * * * * *

Item 3. Dissenters' right of appraisal.

                                  * * * * *

Instructions. 1. * * *

2. Open-end investment companies registered under the Investment Company Act
of 1940 are not required to respond to this item.

                                  * * * * *

Item 7. Directors and executive officers.

                                  * * * * *

(c) Furnish the information required by Item 404(b) of Regulation SK (
229.404 of this chapter).

(d) In lieu of paragraphs (a) through (c) of this Item, investment companies
registered under the Investment Company Act of 1940 shall furnish the
information required by item 22(b) of this Schedule 14A.

                                  * * * * *

Item 8. Compensation of directors and executive officers.

* * * In the case of investment companies registered under the Investment
Company Act of 1940 and registrants that have elected to be regulated as
business development companies, furnish the information required by Item
22(b)(6) of this Schedule.

                                  * * * * *

Item 10. Compensation Plans. * * *

Instruction: In the case of investment companies registered under the
Investment Company Act of 1940, furnish the information for Compensated
Persons as defined in Item 22(b)(6) of the schedule in lieu of the persons
specified in paragraph (a)(3) of Item 402 of Regulation SK ( 229.402(a)(3 of
this chapter).

                                  * * * * *

(b) * * *

Instruction. In the case of investment companies registered under the
Investment Company Act of 1940, refer to instruction 4 in Item 22(b)(6)(ii) of
this schedule in lieu of paragraph (f)(1) of Item 402 of Regulation SK.

                                  * * * * *

Item 20. Other Proposed Action. If action is to be taken on any matter not
specifically referred to in this Schedule 14A, describe briefly the substance
of each such matter in substantially the same degree of detail as is required
by Items 5 to 19, inclusive, above, and, with respect to investment companies
registered under the Investment Company Act of 1940, Item 22, below.

                                  * * * * *

13. By amending  240.14a101 to add Item 22 to read as follows:

 240.14A101 Schedule 14A. Information required in proxy statement.

                                  * * * * *

Item 22. Information required in investment company proxy statement. (a)
General.

(1) Definitions. Unless the context otherwise requires, terms used in this
Item that are defined in  240.14a1 (with respect to proxy soliciting
material), in  240.14c1 (with respect to information statements), and in the
Investment Company Act of 1940 shall have the same meanings provided therein
and the following terms shall also apply:

(i) Administrator. The term "Administrator'' shall mean any person or persons
who provide significant administrative or business management services to the
Fund and shall include any person that has been or would be identified in
response to Item 5(c) of Form N1A ( 274.11A of this chapter), Item 9.1.d. of
Form N2 ( 274.11a1 of this chapter), or Item 6(c) of Form N3 ( 274.11b of
this chapter).

(ii) Affiliated Broker. The term "Affiliated Broker'' shall mean any broker:

(A) that is an affiliated person of the Fund;

(B) that is an affiliated person of such person; or

(C) an affiliated person of which is an affiliated person of the Fund, its
investment adviser, principal underwriter, or Administrator.

(iii) Distribution Plan. The term "Distribution Plan'' shall mean a plan
adopted pursuant to Rule 12b1 under the Investment Company Act of 1940 (
270.12b1 of this chapter).

(iv) Distributor. The term "Distributor'' shall mean any person or persons who
either wholly or in part assist in the distribution of the Fund's shares,
including, without limitation, a Fund's principal underwriter, Distributor,
investment adviser, manager, sponsor, Administrator, and other entities
performing similar functions.

(v) Fund. The term "Fund'' shall mean a Registrant or, where the Registrant is
a series company, a separate portfolio of the Registrant.

(vi) Fund Complex. The term "Fund Complex'' shall mean two or more Funds
provided that:

(A) Such funds have a common investment adviser or, with respect to an
open-end management investment company, principal underwriter; or

(B) The investment adviser or, with respect to an open-end management
investment company, principal underwriter of one of the Funds is an affiliated
person as defined in section 2(a)(3) of the Investment Company Act of 1940 of
the investment adviser or principal underwriter of each of the other Funds.

(vii) Parent. The term "Parent'' shall mean the affiliated person of a
specified person who controls the specified person directly or indirectly
through one or more intermediaries.

(viii) Registrant. The term "Registrant'' shall mean an investment company
registered under the Investment Company Act of 1940.

(ix) Subsidiary. The term "Subsidiary'' shall mean an affiliated person of a
specified person who is controlled by the specified person, directly or
indirectly, through one or more intermediaries.

      (2) Filing Fees. In lieu of the fees specified in  240.14a-6, at the
time of filing the preliminary proxy solicitation material, or, if no
preliminary solicitation material is filed, at the time of filing the
definitive proxy solicitation material, the person upon whose behalf the
solicitation is made shall pay to the Commission a fee of $125, no part of
which shall be refunded.

(3) General Disclosure. Furnish the following information in the proxy
statement of a Fund or Funds:

(i) State the name and address of the Fund's investment adviser, principal
underwriter, and Administrator.

(ii) When a Fund proxy statement solicits a vote on proposals affecting more
than one Fund, present a summary of the proposals in tabular form on one of
the first three pages of the proxy statement and indicate which Fund
shareholders are solicited with respect to each proposal.

(iii) If the action to be taken would establish a new fee or expense or
increase any existing fee or expense to be paid by the Fund or its
shareholders, provide a table showing the current and pro forma fees (with the
required examples) using the format prescribed in the appropriate registration
statement form under the Investment Company Act of 1940 (for open-end
management investment companies, Item 2(a)(i) of Form N1A ( 239.15A); for
closed-end management investment companies, Item 3.1 of Form N2 ( 239.14);
and for separate accounts that offer variable annuity contracts, Item 3(a) of
Form N3 ( 239.17a)).

Instructions. 1. Where approval is sought only for a change in asset
breakpoints for a pre-existing fee that would not have increased the fee for
the previous year (or have the effect of increasing fees or expenses, but for
any other reason would not be reflected in a pro forma fee table), describe
the likely effect of the change in lieu of providing pro forma fee
information.

2. An action would indirectly establish or increase a fee or expense where,
for example, the approval of a new investment advisory contract would result
in higher custodial or transfer agency fees.

3. The tables should be prepared in a manner designed to facilitate
understanding of the impact of any change in fees or expenses.

4. A Fund that offers its shares exclusively to one or more separate accounts
and thus is not required to include a fee table in its prospectus (see Item
2(a)(ii) of Form N1A ( 239.15A)) should nonetheless prepare a table showing
current and pro forma expenses and disclose that the table does not reflect
separate account expenses, including sales load.

(iv) State whether shareholders will be informed of the voting results for
matters submitted to a vote in the proxy statements, and, if so, by what means
(e.g., monthly or quarterly report, semi-annual report to shareholders
pursuant to Rule 30d-1 ( 270.30d-1 of this chapter)).

(4) If action is to be taken with respect to the election of directors or the
approval of an advisory contract, describe any purchases or sales of
securities of the investment adviser or its Parents, or Subsidiaries of
either, since the beginning of the most recently completed fiscal year by any
director or any nominee for election as a director of the Fund.

Instructions. 1. Identify the parties, state the consideration, the terms of
payment and describe any arrangement or understanding with respect to the
composition of the board of directors of the Fund or of the investment
adviser, or with respect to the selection of appointment of any person to any
office with either such company.

2. Transactions involving securities in an amount not exceeding one percent of
the outstanding securities of any class of the investment adviser or any of
its Parents may be omitted.

(b) Election of Directors. If action is to be taken with respect to the
election of directors of the Fund and the solicitation is made by or on behalf
of the Fund or by or on behalf of an investment adviser, furnish the following
information in the proxy statement in addition to the information (and in the
format) required by paragraphs (e) through (g) of Item 7 of Schedule 14A.

Instructions. 1. Furnish information with respect to a prospective investment
adviser to the extent applicable.

2. If the solicitation is made other than by or on behalf of the Fund or by or
on behalf of an investment adviser, provide only information as to nominees of
the person making the solicitation.

(1) Identify each director or nominee for election as director who is, or was,
an officer, employee, director, general partner, or shareholder of the
investment adviser. As to any director or nominee who is not a director or
general partner of the investment adviser and owns any securities or has, or
had, any other material direct or indirect interest in the investment adviser
or any person controlling, controlled by, or under common control with the
investment adviser, describe the nature of such interest.

(2) Identify each director or nominee who has or had any material direct or
indirect interest in the Fund's principal underwriter or Administrator and
describe the nature of such interest.

(3) Describe briefly, and where practicable, state the approximate amount of
any material interest, direct or indirect, of any director or nominee for
election as a director of the Fund in any material transactions since the
beginning of the most recently completed fiscal year, or in any proposed
material transactions, to which the investment adviser, the principal
underwriter, the Administrator, or the Distributor, any Parent or Subsidiary
of such entities (other than another Fund), or any Subsidiary of the Parent of
such entities was or is to be a party.

Instructions. 1. Include the name of each person whose interest in any
transaction is described and the nature of the relationship by reason of which
such interest is required to be described. Where it is not practicable to
state the approximate amount of the interest, indicate the approximate amount
involved in the transaction.

2. As to any transaction involving the purchase or sale of assets by or to the
investment adviser, the Administrator or the Distributor, state the cost of
the assets to the purchaser and the cost thereof to the seller if acquired by
the seller within two years prior to the transaction.

3. If the interest of any person arises from the position of the person as a
partner in a partnership, the proportionate interest of such person in
transactions to which the partnership is a party need not be set forth but
state the amount involved in the transaction with the partnership.

4. No information need be given in response to this paragraph with respect to
any transaction that is not related to the business or operations of the Fund
and to which neither the Fund nor any of its Parents or Subsidiaries is a
party.

      (4) Provide in tabular form to the extent practicable the information
required by Items 401, 404(a) and (c), and 405 of Regulation SK ( 229.401,
229.404, and 229.405 of this chapter).

Instructions. 1. Indicate by an asterisk any nominee or director who is or
would be an "interested person'' within the meaning of section 2(a)(19) of the
Investment Company Act of 1940 and describe the relationships, events, or
transactions by reason of which such person is deemed an "interested person.''

2. Separate accounts registered as management investment companies need not
provide any information concerning the officers of the sponsoring insurance
company who are not directly or indirectly engaged in activities related to
the separate account in response to Item 401(b) ( 229.401(b)) or, with regard
to executive officers or persons nominated or chosen to become an executive
officer, Item 401(e) ( 229.401(e)) of Regulation SK.

(5) Describe briefly any material pending legal proceedings, other than
ordinary routine litigation incidental to the Fund's business, to which any
director or nominee for director or affiliated person of such director or
nominee is a party adverse to the Fund or any of its affiliated persons or has
a material interest adverse to the Fund or any of its affiliated persons.
Include the name of the court where the case is pending, the date instituted,
the principal parties, a description of the factual basis alleged to underlie
the proceeding, and the relief sought.

(6) For all directors, and for the three highest-paid executive officers that
have aggregate compensation from the Fund in the last fiscal year in excess of
$60,000 ("Compensated Persons''):

(i) Furnish the information required by the following table for the last
fiscal year:

c5,L1,i1,xl50,xl50,xl50,xl50,xl50

Compensation Table

 [col head 1] (1) 	Name of person, position [col head 1] (2) 	Aggregate
compensation from fund [col head 1] (3) 	Pension or retirement benefits
accrued as part of fund expenses  [col head 1] (4) 	Estimated annual
benefits upon retirement [col head 1] (5) 	Total compensation from fund and
fund complex

Instructions. 1. For column (1), indicate, if necessary, the capacity in which
the remuneration is received.

2. If the Fund has not completed its first full year since its organization,
furnish the information for the current fiscal year, estimating future
payments that would be made pursuant to an existing agreement or
understanding.

3. Include in columns (3) and (4) all pension or retirement benefits proposed
to be paid under any existing plan in the event of retirement at normal
retirement date, directly or indirectly, by the Fund or any of its
Subsidiaries, or by other companies in the Fund Complex. Omit column (4) where
retirement benefits are not determinable.

4. For any defined benefit or actuarial plan under which benefits are
determined primarily by final compensation (or average final compensation) and
years of service, provide the information required in column (4) in a separate
table showing estimated annual benefits payable upon retirement (including
amounts attributable to any defined benefit supplementary or excess pension
award plans) in specified compensation and years of service classifications.
Also provide the estimated credited years of service for each Compensated
Person.

5. Aggregate in column (5) all compensation paid to a director for service on
the board and other boards of investment companies in a Fund Complex
specifying the number of such other investment companies.

      (ii) Describe briefly the material provisions of any pension,
retirement, or other plan or arrangement pursuant to which Compensated Persons
are or may be compensated for any services provided. Specifically include the
criteria used to determine amounts payable under the plan, the length of
service or vesting period required by the plan, the retirement age or other
event which give rise to payments under the plan, and whether the payment of
benefits is secured or funded by the Fund.

(iii) With respect to each Compensated Person, business development companies
shall include the information required by Items 402(b)(2)(iv) and 402(c) of
Regulation SK ( 229.402(b)(2)(iv) and 229.402(c) of this chapter).

(c) Approval of Investment Advisory Contract. If action is to be taken with
respect to an investment advisory contract, include the following information
in the proxy statement.

Instruction. Furnish information with respect to a prospective investment
adviser to the extent applicable (including the name and address of the
prospective investment adviser).

(1) With respect to the existing investment advisory contract:

(i) state the date of the contract and the date on which it was last submitted
to a vote of security holders of the Fund, including the purpose of such
submission;

(ii) briefly describe the terms of the contract, including the rate of
compensation of the investment adviser;

(iii) state the aggregate amount of the investment adviser's fee and the
amount and purpose of any other material payments by the Fund to the
investment adviser, or any affiliated person of the investment adviser, during
the last fiscal year of the Fund;

(iv) if any person is acting as an investment adviser of the Fund other than
pursuant to a written contract that has been approved by the security holders
of the company, identify the person and describe the nature of the services
and arrangements;

(v) describe any action taken with respect to the investment advisory contract
since the beginning of the Fund's last fiscal year by the board of directors
of the Fund (unless described in response to paragraph (c)(1)(vi) of this Item
22); and

(vi) if an investment advisory contract was terminated or not renewed for any
reason, state the date of such termination or non-renewal, identify the
parties involved, and describe the circumstances of such termination or
non-renewal.

(2) State the name, address and principal occupation of the principal
executive officer and each director or general partner of the investment
adviser.

Instruction. If the investment adviser is a partnership with more than ten
general partners, name the general partners with the five largest economic
interests in the partnership, and, if different, those general partners
comprising the management or executive committee of the partnership or
exercising similar authority.

(3) State the names and addresses of all Parents of the investment adviser and
show the basis of control of the investment adviser and each Parent by its
immediate Parent.

Instructions. 1. If any person named is a corporation, include the percentage
of its voting securities owned by its immediate Parent.

2. If any person named is a partnership, name the general partners having the
three largest partnership interests (computed by whatever method is
appropriate in the particular case).

(4) If the investment adviser is a corporation and if, to the knowledge of the
persons making the solicitation or the persons on whose behalf the
solicitation is made, any person not named in answer to paragraph (c)(3) of
this Item 22 owns, of record or beneficially, ten percent or more of the
outstanding voting securities of the investment adviser, indicate that fact
and state the name and address of each such person.

(5) Name each officer or director of the Fund who is an officer, employee,
director, general partner or shareholder of the investment adviser. As to any
officer or director who is not a director or general partner of the investment
adviser and who owns securities or has any other material direct or indirect
interest in the investment adviser or any other person controlling, controlled
by or under common control with the investment adviser, describe the nature of
such interest.

(6) Describe briefly, and where practicable, state the approximate amount of
any material interest, direct or indirect, of any director of the Fund in any
material transactions since the beginning of the most recently completed
fiscal year, or in any material proposed transactions, to which the investment
adviser of the Fund, any Parent or Subsidiary of the investment adviser (other
than another Fund), or any Subsidiary of the Parent of such entities was or is
to be a party.

Instructions. 1. Include the name of each person whose interest in any
transaction is described and the nature of the relationship by reason of which
such interest is required to be described. Where it is not practicable to
state the approximate amount of the interest, indicate the approximate amount
involved in the transaction.

2. As to any transaction involving the purchase or sale of assets by or to the
investment adviser, state the cost of the assets to the purchaser and the cost
thereof to the seller if acquired by the seller within two years prior to the
transaction.

3. If the interest of any person arises from the position of the person as a
partner in a partnership, the proportionate interest of such person in
transactions to which the partnership is a party need not be set forth but
state the amount involved in the transaction with the partnership.

4. No information need be given in response to this paragraph (c)(6) of Item
22 with respect to any transaction that is not related to the business or
operations of the Fund and to which neither the Fund nor any of its Parents or
Subsidiaries is a party.

(7) Disclose any financial condition of the investment adviser that is
reasonably likely to impair the financial ability of the adviser to fulfil its
commitment to the fund under the proposed investment advisory contract.

(8) Describe the nature of the action to be taken on the investment advisory
contract and the reasons therefor, the terms of the contract to be acted upon,
and, if the action is an amendment to, or a replacement of, an investment
advisory contract, the material differences between the current and proposed
contract.

(9) If a change in the investment advisory fee is sought, state:

(i) The aggregate amount of the investment adviser's fee during the last year;

(ii) The amount that the adviser would have received had the proposed fee been
in effect; and

(iii) The percentage amount of the change in the proposed fee.

(10) If the investment adviser acts as such with respect to any other Fund
having a similar investment objective, identify and state the size of such
other Fund and the rate of the investment adviser's compensation. Also
indicate for any Fund identified whether the investment adviser has waived,
reduced, or otherwise agreed to reduce its compensation under any applicable
contract.

Instruction. Furnish the information in response to this paragraph (c)(10) of
Item 22 in tabular form.

(11) Discuss in reasonable detail the material factors and the conclusions
with respect thereto which form the basis for the recommendation of the board
of directors that the shareholders approve an investment advisory contract.
Such factors may include, but are not limited to:

      (i) the qualifications of the investment adviser to provide investment
advisory services, including the credentials and investment experience of its
officers and employees;

(ii) the range of services provided by the investment adviser;

(iii) the qualifications of the investment adviser to provide an appropriate
range of management and administrative services;

(iv) the performance record of the investment adviser;

(v) the financial condition of the investment adviser;

(vi) the terms of the agreement; and

(vii) the appropriateness of the advisory fee, which may include, among other
things, the benefits derived by the investment adviser from the relationship
with the Fund such as soft dollar arrangements by which brokers provide
services to the Fund or its investment adviser that the investment adviser
would otherwise have to pay for.

Instruction. Conclusory statements or a list of factors will not be considered
sufficient disclosure. The discussion should relate the factors to the
specific circumstances of the fund and the investment advisory contract for
which approval is sought.

(12) Describe any arrangement or understanding made in connection with the
proposed investment advisory contract with respect to the composition of the
board of directors of the Fund or the investment adviser or with respect to
the selection or appointment of any person to any office with either such
company.

(13) For the most recently completed fiscal year, state:

(i) the aggregate amount of commissions paid to any Affiliated Broker; and

(ii) the percentage of the Fund's aggregate brokerage commissions paid to any
such Affiliated Broker.

Instruction. Identify each Affiliated Broker and the relationships that cause
the broker to be an Affiliated Broker.

(14) Disclose the amount of any fees received by the investment adviser, its
affiliated persons or any affiliated person of such person during the most
recent fiscal year for services provided to the Fund (other than under the
investment advisory contract or for brokerage commissions). State whether
these services will continue to be provided after the investment advisory
contract is approved.

(d) Approval of Distribution Plan. If action is to be taken with respect to a
Distribution Plan, include the following information in the proxy statement.

Instructions. 1. Furnish information with respect to a prospective Distributor
to the extent applicable (including the name and address of the prospective
Distributor).

2. Where the Fund has multiple classes of securities with different
distribution arrangements, furnish information on a class basis. Discuss
differences among classes including the distribution fee paid by each class.

(1) Describe the nature of the action to be taken on the Distribution Plan and
the reason therefor, the terms of the Distribution Plan to be acted upon, and,
if the action is an amendment to, or a replacement of, a Distribution Plan,
the material differences between the current and proposed Distribution Plan.

(2) If the Fund has a Distribution Plan in effect:

(i) provide the date that the Distribution Plan was adopted and the date of
the last amendment, if any;

(ii) Disclose the persons to whom payments may be made under the Distribution
Plan, the rate of the distribution fee and the purposes for which such fee may
be used; (iii) Disclose the amount of distribution fees paid by the Fund
pursuant to the plan during its most recent fiscal year, both in the aggregate
and as a percentage of the Fund's average net assets during the period;

(iv) Disclose the name of, and the amount of any payments made by the Fund
during its most recent fiscal year to, any person who is an affiliated person
of the Fund, its investment adviser, principal underwriter, or Administrator,
an affiliated person of such person, or a person that during the most recent
fiscal year received 10% or more of the aggregate amount paid under the
Distribution Plan by the Fund;

(v) describe any action taken with respect to the Distribution Plan since the
beginning of the Fund's most recent fiscal year by the board of directors of
the Fund; and

(vi) if a Distribution Plan was or is to be terminated or not renewed for any
reason, state the date or prospective date of such termination or non-renewal,
identify the parties involved, describe the circumstances of such termination
or non-renewal, and identify any director of the Fund who, at the time of the
action described, owned any securities of, or had any other material, direct
or indirect, interest in the Distributor, or any affiliated person of the
Distributor (other than another Fund), and state the nature of such interest.

(3) Describe briefly, and where practicable, state the approximate amount of
any material interest, direct or indirect, of any director or nominee for
election as a director of the Fund in any material transactions since the
beginning of the most recently completed fiscal year, or in any material
proposed transactions, to which the Distributor of the Fund, any Parent or
Subsidiary of the Distributor (other than another Fund), or any Subsidiary of
the Parent of the Distributor was or is to be a party.

Instructions. 1. Include the name of each person whose interest in any
transaction is described and the nature of the relationship by reason of which
such interest is required to be described. Where it is not practicable to
state the approximate amount of the interest, indicate the approximate amount
involved in the transaction.

2. As to any transaction involving the purchase or sale of assets by or to the
Distributor, state the cost of the assets to the purchaser and the cost
thereof to the seller if acquired by the seller within two years prior to the
transaction.

3. If the interest of any person arises from the position of the person as a
partner in a partnership, the proportionate interest of such person in
transactions to which the partnership is a party need not be set forth but
state the amount involved in the transaction with the partnership.

4. No information need be given in response to this paragraph (d)(3) of Item
22 with respect to any transaction that is not related to the business or
operations of the Fund and to which neither the Fund nor any of its Parents or
Subsidiaries is a party.

      (4) Discuss in reasonable detail the material factors and the
conclusions with respect thereto which form the basis for the conclusion of
the board of directors that there is a reasonable likelihood that the proposed
Distribution Plan (or amendment thereto) will benefit the Fund and its
shareholders.

Instruction. Conclusory statements or a list of factors will not be considered
sufficient disclosure.

14. By amending  240.14c3 to add a note after paragraph (a) to read as
follows:

 240.14c3 Annual report to be furnished security holders.

(a) * * *

Note: Registered Investment Companies. An annual report transmitted to
shareholders by a registered investment company pursuant to Rule 30d1 of the
Investment Company Act of 1940 ( 270.30d1 of this chapter) no more than 60
days before the date of the information statement will satisfy the requirement
that an annual report accompany or precede the information statement. Where an
information statement is transmitted more than 60 days after transmission of
the annual report, the annual report delivery requirement of paragraph (b)
will be satisfied if the investment company: (1) Mails the information
statement to shareholders no later than 30 days prior to the record date of
the meeting of security holders or the record date of written consents in lieu
of a meeting; (2) states prominently in the information statement that it will
furnish, without charge, a copy of the annual report and the most recent
semi-annual report succeeding the annual report, if any, upon request,
providing the name, address, and toll-free telephone number of the person to
whom such request shall be directed (or, if no toll-free telephone number is
provided, a self-addressed postage paid card for requesting the annual
report); and (3) provides a copy of the annual report and the most recent
semi-annual report succeeding the annual report, if any, to the requesting
shareholder by first class mail, or other means designed to assure prompt
delivery, within two business days of the request.

PART 270 GENERAL RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940

15. The authority citation for part 270 continues to read, in part, as
follows:

Authority: 15 U.S.C. 80a1 et seq., 80a37, 80a39 unless otherwise noted;

                                  * * * * *

16. By amending  270.20a1 to revise the first sentence of paragraph (a) and
to remove paragraph (c) to read as follows:

 270.20a1 Solicitation of proxies, consents and authorizations.

(a) No person shall solicit or permit the use of his or her name to solicit
any proxy, consent, or authorization with respect to any security issued by a
registered Fund, except upon compliance with Regulation 14A ( 240.14a1 of
this chapter), Schedule 14A ( 240.14a101 of this chapter), and all other
rules and regulations adopted pursuant to Section 14(a) of the Securities
Exchange Act of 1934 that would be applicable to such solicitation if it were
made in respect of a security registered pursuant to Section 12 of the
Securities Exchange Act of 1934. * * *

                                  * * * * *

17. By removing and reserving  270.20a2 and  270.20a3.

PART 239 FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

PART 274 FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

18. The authority citations following  239.14 and 239.15A are removed.

19. The authority citation for part 274 is revised to read as follows:

Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m, 78n, 78o(d),
80a8, 80a24, and 80a29, unless otherwise noted.

20. The authority citations following  274.11, 274.11A, 274.11a1, 274.51,
and 274.101 are removed.

21. By amending Form N1A ( 239.15A and 274.11A) to revise Item 5(a) to read
as follows:

Note: The text of Form N1A does not appear in the Code of Federal
Regulations.

Form N1A

Item 5. Management of the Fund

                                  * * * * *

(a) a brief description of the responsibilities of the board of directors with
respect to the management of the Registrant, and a statement that additional
information about the compensation paid by the Registrant to directors and
officers and the background of directors and officers of the Registrant is
included in the Statement of Additional Information and is available upon
written or oral request without charge. (In responding to this item, it is
sufficient to include a general statement as to the responsibilities of the
board of directors under the applicable laws of the Registrant's jurisdiction
of organization with respect to management of the Fund.);

                                  * * * * *

22. By amending Item 14 of Form N1A to revise the caption for Column (1) in
the table in paragraph (a) to read "Name, Address, and Age'', to add an
instruction following paragraph (b), and to revise paragraph (c) to read as
follows:

Note: The text of Form N1A does not appear in the Code of Federal
Regulations.

Item 14. Management of the Fund

                                  * * * * *

(b) * * *

Instruction: Where the position held is the same positions with two or more
registered investment companies that are part of a "Fund Complex'' as that
term is defined in Item 22(a)(1)(v) of Schedule 14A under the Exchange Act,
the Registrant may, rather than listing each Registrant, identify the Fund
Complex and provide the number of such positions held by the identified
persons.

      (c) Provide the following information for all directors of the
Registrant, all members of the advisory board of the Registrant, and for three
highest paid executive officers or any affiliated person of the Registrant
with aggregate compensation from the Registrant for the most recently
completed fiscal year in excess of $60,000 ("Compensated Persons'').

(1) Furnish the information required by the following table:

c5,L1,i1,xl50,xl50,xl50,xl50,xl50

Compensation Table

 [col head 1] (1) 	Name of person, position [col head 1] (2) 	Aggregate
compensation from registrant [col head 1] (3) 	Pension or retirement
benefits accrued as part of fund expenses [col head 1] (4) 	Estimated annual
benefits upon retirement [col head 1] (5)
	Total compensation from registrant and fund complex

Instructions. 1. For column (1), indicate, if necessary, the capacity in which
the remuneration is received.

2. If the Registrant has not completed its first full year since its
organization, furnish the information for the current fiscal year, estimating
future payments that would be made pursuant to an existing agreement or
understanding.

3. Include in columns (3) and (4) all pension or retirement benefits proposed
to be paid under any existing plan in the event of retirement at normal
retirement date, directly or indirectly, by the Registrant, any of its
subsidiaries, or other investment companies in the Fund Complex. Omit column
(4) where retirement benefits are not determinable.

4. For any defined benefit or actuarial plan under which benefits are
determined primarily by final compensation (or average final compensation) and
years of service, provide the information required in column (4) in a separate
table showing estimated annual benefits payable upon retirement (including
amounts attributable to any defined benefit supplementary or excess pension
award plans) in specified compensation and years of service classifications.
Also provide the estimated credited years of service for each Compensated
Person.

5. Aggregate in Column (5) all compensation paid to a director for service on
the board and all other boards of investment companies in a Fund Complex
specifying the number of such other investment companies.

(2) Describe briefly the material provisions of any pension, retirement, or
other plan or arrangement pursuant to which the Compensated Persons are or may
be compensated for any services provided. Specifically include the criteria
used to determine amounts payable under the plan, the length of service or
vesting period required by the plan, the retirement age or other event which
give rise to payments under the plan, and whether the payment of benefits is
secured or funded by the Registrant.

                                  * * * * *

24. By amending Form N2 ( 239.14 and 274.11a1) to revise Item 9.1.a. to
read as follows:

Note: The text of Form N2 does not appear in the Code of Federal Regulations.

Form N2

Item 9. Management

                                  * * * * *

1. * * *

a. Board of Directors: a description of the responsibilities of the board of
directors with respect to the management of the Registrant and a statement
that additional information about compensation paid by the Registrant to
directors and officers and the background of directors and officers of the
Registrant is included in the Statement of Additional Information and is
available upon written or oral request without charge;

                                  * * * * *

24. By amending Item 18 of Form N2 ( 239.14 and 274.11a1) to revise the
caption for Column (1) in the table in paragraph 1 to read "Name, Address, and
Age'', to add an instruction following paragraph 2, and to revise paragraph 4
to read as follows:

Note: The text of Form N2 does not appear in the Code of Federal Regulations.

Item 18. Management

                                  * * * * *

2. * * *

      Instruction: Where the positions held are the same positions with two or
more registered investment companies that are part of a "Fund Complex'' as
that term is defined in Item 22(a)(1)(v) of Schedule 14A under the Exchange
Act, the Registrant may, rather than listing each fund, identify the Fund
Complex and provide the number of positions held by the identified persons.

3. * * *

4. Provide the following for all directors of the Registrant, all members of
the advisory board of the Registrant, and for the three highest paid executive
officers or any affiliated person of the Registrant with aggregate
compensation from the Registrant for the most recently completed fiscal year
in excess of $60,000 ("Compensated persons'').

(a) Furnish the information required by the following table:

c5,L1,i1,xl50,xl50,xl50,xl50,xl50

Compensation Table

 [col head 1] (1)	Name of person, position  [col head 1] (2) 	Aggregate
compensation from fund  [col head 1] (3) 	Pension or retirement benefits
accrued as part of fund expenses  [col head 1] (4) 	Estimated annual
benefits upon retirement  [col head 1] (5) 	Total compensation from fund and
fund complex

Instructions. 1. For column (1), indicate, if necessary, the capacity in which
the remuneration is received.

2. If the Registrant has not completed its first full year since its
organization, furnish the information for the current fiscal year, estimating
future payments that would be made pursuant to an existing agreement or
understanding.

3. Include in columns (3) and (4) all pension or retirement benefits proposed
to be paid under any existing plan in the event of retirement at normal
retirement date, directly or indirectly, by the Registrant, any of its
subsidiaries, or other companies in the Fund Complex. Omit column (4) where
retirement benefits are not determinable.

4. For any defined benefit or actuarial plan under which benefits are
determined primarily by final compensation (or average final compensation) and
years of service, provide the information required in column (4) in a separate
table showing estimated annual benefits payable upon retirement (including
amounts attributable to any defined benefit supplementary or excess pension
award plans) in specified compensation and years of service classifications.
Also provide the estimated credited years of service for each Compensated
Person.

5. Aggregate in Column (5) all compensation paid to a director for service on
the board and all other boards of related companies in a Fund Complex
specifying the number of such other investment companies.

(b) Describe briefly the material provisions of any pension, retirement, or
other plan or arrangement pursuant to which Compensated Persons are or may be
compensated for any services provided. Specifically include the criteria used
to determine amounts payable under the plan, the length of service or vesting
period required by the plan, the retirement age or other event which give rise
to payments under the plan, and whether the payment of benefits is secured or
funded by the Registrant.

(c) With respect to each Compensated Person, business development companies
shall include the information required by Items 402(b)(2)(iv) and 402(c) of
Regulation SK ( 229.402(b)(2)(iv) and 229.402(c)).

                                  * * * * *

26. By amending Form N3 ( 239.17a and 274.11b) to revise Item 6.(a) to read
as follows:

Note: The text of Form N3 does not appear in the Code of Federal Regulations.

Form N3

Item 6. Management

                                  * * * * *

(a) the responsibilities of the board of managers with a statement that
additional information about the compensation paid by the Registrant to
directors and officers and the background of directors and officers of the
Registrant is included in the Statement of Additional Information and is
available upon written or oral request without charge;

                                  * * * * *

27. By amending Item 20 of Form N3 ( 239.17a and 274.11b) to revise the
caption for Column (1) in the table in paragraph (a) to read "Name, Address,
and Age'', to add an instruction following paragraph (b), and to revise
paragraph (c) to read as follows:

      Note: The text of Form N3 does not appear in the Code of Federal
Regulations.

Item 20. Management

                                  * * * * *

(b) * * *

Instruction: Where the positions held are the same positions with two or more
registered investment companies that are part of a "Fund Complex'' as that
term is defined in Item 22(a)(1)(v) of Schedule 14A under the Exchange Act,
the Registrant may, rather than listing each investment company, identify the
Fund Complex and provide the number of positions held by the identified
persons.

(c) Provide the following information for all directors of the Registrant, all
members of the advisory board of the Registrant, and for the three highest
paid executive officers or any affiliated person of the Registrant with
aggregate compensation from the Registrant for the most recently completed
fiscal year in excess of $60,000 ("Compensated Persons'').

(1) Furnish the information required by the following table:

c5,L1,i1,xl50,xl50,xl50,xl50,xl50

Compensation Table

 [col head 1] (1) 	Name of person, position [col head 1] (2) 	Aggregate
compensation from registrant  [col head 1] (3) 	Pension or retirement
benefits accrued as part of fund expenses [col head 1] (4) Estimated annual
benefits upon retirement [col head 1] (5) 	Total compensation from
registrant and fund complex

Instructions. 1. For column (1), indicate, if necessary, the capacity in which
the remuneration is received.

2. If the Registrant has not completed its first full year since its
organization, furnish the information for the current fiscal year, estimating
future payments that would be made pursuant to an existing agreement or
understanding.

3. Include in columns (3) and (4) all pension or retirement benefits proposed
to be paid under any existing plan in the event of retirement at normal
retirement date, directly or indirectly, by the Registrant, any of its
subsidiaries, or any other companies in the Fund Complex. Omit column (4)
where retirement benefits are not determinable.

4. For any defined benefit or actuarial plan under which benefits are
determined primarily by final compensation (or average final compensation) and
years of service, provide the information required in column (4) in a separate
table showing estimated annual benefits payable upon retirement (including
amounts attributable to any defined benefit supplementary or excess pension
award plans) in specified compensation and years of service classifications.
Also provide the estimated credited years of service for each Compensated
Person.

5. Aggregate in column (5) all compensation paid to a director for service on
the board and all other boards of related companies in a Fund Complex
specifying the number of such other investment companies.

6. No information is required to be provided concerning the officers of the
sponsoring insurance company who are not directly or indirectly engaged in
activities related to the separate account.

(2) Describe briefly the material provisions of any pension, retirement, or
other plan or arrangement pursuant to which Compensated Persons are or may be
compensated for any services provided. Specifically include the criteria used
to determine amounts payable under the plan, the length of service or vesting
period required by the plan, the retirement age or other event which give rise
to payments under the plan, and whether the payment of benefits is secured or
funded by the Registrant.

                                  * * * * *

By the Commission.

December 16, 1993.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 9331160 Filed 122193; 8:45 am]

BILLING CODE 801001P
