Subject: File No. S7-23-9; Release No. IC-24082 

Date:    11/26/99 10:09 AM
     
     
November 26, 1999
     
Jonathan G. Katz, Secretary
     
Securities & Exchange Commission
     
450 Fifth Street, NW
     
Washington, DC 20549-0609
     
   RE: File No. S7-23-99; Release No. IC 24082
     
   Daar Mr. Katz:
     
Under the rule proposed in Release No. IC-24082, , some fund groups will    
find it necessary to increase the number of independent directiors in 
order to have a simple    
or super-majority, depending on the final requirement adopted by the 
SEC.  In addition, some fund groups will find it necessary to engage
separate counsel, either for the independent directors or for the full
fund board.  Adding one or more directors and also adding legal fees for 
an independent counsel could prove to be expensive for some smaller fund 
groups.

It would appear that it would  be beneficial for smaller funds and
their shareholders, who must bear these expenses, to allow these two 
roles to be combined.in appropriate circumstances.  Thus, a qualified 
1940 Act lawyer could serve as both independent legal counsel to a
fund's independent directors, and also could serve as an additional 
independent director.  If board fees were $10,000 per annum, for
example, the independent counsel /independent board member could recive 
the regular board fee of $10,000, and an additional supplement of
$10,000 to $15,000 for the extra responsibility of being an "independent 
counsel" director in much the same manner as some  "lead" directors may 
now function.

Because the proposed rule is predicated upon the future ability of  the 
fund group to use certain exemptions, the SEC should  include a
statement in the final rule that such dual service would be acceptable,
if that is deemed to be desirable, provided the lawyer serving in the dual 
capacity had acceptable 1940 Act experience and  credentials and otherwise 
satisfied   
the independence requirements of  Sec. 2(a)(19) of the Investment Company 
Act. .

Charles D. Reaves
Executive Vice President
Longleaf Partners Funds