Role of Independent Directors of Investment Companies; Correction

SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 239, 240, 270 and 274

[Release Nos. 33-7932A; 34-43786A; IC-24816A; File No. S7-23-99]

RIN 3235-AH75

Role of Independent Directors of Investment Companies; Correction

AGENCY: Securities and Exchange Commission.

ACTION: Correction to preamble, final rules, and forms.

SUMMARY: This document contains corrections to the preamble, final rules, and forms which were published on Tuesday, January 16, 2001 (66 FR 3734). These rules related to the disclosure that investment companies provide about their directors.

EFFECTIVE DATE: March 5, 2001.

FOR FURTHER INFORMATION CONTACT: Kimberly A. Browning, Attorney, Office of Disclosure Regulation, (202) 942-0721, at the Division of Investment Management, Securities and Exchange Commission, 450 5th Street, N.W., Washington, DC 20549-0506.

SUPPLEMENTARY INFORMATION: The Securities and Exchange Commission ("Commission") adopted amendments on January 2, 2001, to its rules and forms1 to improve the disclosure that investment companies provide about their directors.2 These amendments were designed to enhance the independence and effectiveness of boards of directors of investment companies and to better enable investors to assess the independence of those directors. As published, the final rules and forms contain technical errors. In this release, the rules and forms containing these technical errors are being corrected. This release also contains administrative corrections to the rules and forms to conform cross-references. In addition, this release includes minor clerical corrections to the text of the adopting release.

CORRECTION OF PUBLICATION

Accordingly, the publication on January 16, 2001, of the final rules and forms relating to the disclosure that investment companies provide about their directors, which were the subject of FR Doc. 01-536, is corrected as follows:

1. On page 3742, third column, footnote 85, first line, remove "73 note" and add in its place "note 73".

2. On page 3744, second column, beginning on line thirty, revise the phrase "heightening "investors" awareness and understanding of the fees they pay." to read "heightening "investors' awareness and understanding of the fees they pay.""

3. On page 3752, first column, four lines from the bottom, remove "reduces" and add in its place "reduce".

4. On page 3753, second column, fifth line from the bottom, remove the quote "Item 22(b)(13)" and add in its place the quote "Item 22(b)(13)(i)".

5. On page 3754, first column, first line, remove "(f) and (g)" and add in its place "(d)(3), (f), and (g) ".

6. On page 3760, second column, amendment 25, paragraph c., beginning on line two, remove "(d) and (e) as paragraphs (c) and (d)" and add in its place "(d), (e), and (f) as paragraphs (c), (d), and (e)".

7. On page 3763, first column, amendment 25(a) is added.

25(a). Form N-1A (referenced in §§239.15A and 274.11A) is amended by:

a. In Item 1, Instruction 4 to paragraph (b)(1), by revising "30d-1 [17 CFR 270.30d-1]" to read "30e-1 [17 CFR 270.30e-1]".

b. In Item 5, introductory text, by revising "rule 30d-1 [17 CFR 270.30d-1]" to read "rule 30e-1 [17 CFR 270.30e-1]".

c. In Item 9, paragraph (b), by revising "rule 30d-1" to read "rule 30e-1".

d. In Item 22, introductory text to paragraphs (b) and (c) and paragraph (c)(1)(ii) by revising "rule 30d-1" to read "rule 30e-1".

8. On page 3763, first column, amendment 26, Form N-2 (referenced in §§239.14 and 274.11a-1) is amended by revising instruction c. to read as follows:

c. In Item 18 by redesignating paragraphs 3, 4, and 5 as paragraphs 4, 14, and 15 and revising newly redesignated paragraph 4.

9. On page 3765, third column, amendment 26(a) is added.

26(a). Form N-2 (referenced in §§239.14 and 274.11a-1) is amended by:

a. In General Instruction F., Incorporation by Reference, fourth paragraph, by revising the phrase "Section 30(d) of the 1940 Act [15 U.S.C. 80a-29d] and Rule 30d-1 [17 CFR 270.30d-1]" to read "Section 30(e) of the 1940 Act [15 U.S.C. 80a-29e] and Rule 30e-1 [17 CFR 270.30e-1]".

b. In Item 23, Instruction 4, introductory text, by revising the phrase "Section 30(d) of the 1940 Act [15 U.S.C. 80a-29(d)] and Rule 30d-1 [17 CFR 270.30d-1]" to

read "Section 30(e) of the 1940 Act [15 U.S.C. 80a-29(e)] and Rule 30e-1 [17 CFR 270.30e-1]".

c. In Item 23, Instruction 5, introductory text, by revising the phrase "Section 30(d) of the 1940 Act and Rule 30d-1" to read "Section 30(e) of the 1940 Act and Rule 30e-1".

d. In Item 23, paragraph a. of Instruction 5, by revising "Rule 30d-1" to read "Rule 30e-1".

10. On page 3765, third column, third and fourth lines from the bottom, remove "paragraph (c) as paragraph (m)" and add in its place "paragraphs (c) and (d) as paragraphs (m) and (n)".

11. On page 3768, third column, amendment 27(a) is added.

27(a). Form N-3 (referenced in §§239.17a and 274.11b) is amended by:

a. In General Instruction G., Incorporation by Reference, fourth paragraph, by revising the phrase "Section 30(d) of the 1940 Act [15 U.S.C. 80a-29(d)] and Rule 30d-1 [17 CFR 270.30d-1]" to read "Section 30(e) of the 1940 Act [15 U.S.C. 80a-29(e)] and Rule 30e-1 [17 CFR 270.30e-1]".

b. In Item 27, Instruction 4 to paragraph (a), introductory text, by revising the phrase "Section 30(d) of the 1940 Act and Rule 30d-1 under it [17 CFR 270.30d-1]" to read "Section 30(e) of the 1940 Act and Rule 30e-1 under it [17 CFR 270.30e-1]".

c. In Item 27, Instruction 5 to paragraph (a), introductory text, by revising the phrase "Section 30(d) of the 1940 Act and Rule 30d-1 under it [17 CFR 270.30d-1]" to read "Section 30(e) of the 1940 Act and Rule 30e-1 under it [17 CFR 270.30e-1]".

d. In Item 27, Instruction 5(i) to paragraph (a), by revising the phrase "Rule

30d-1" to read "Rule 30e-1".

e. In Item 37, Instruction 2 to paragraph (a), by revising the phrase "Section 30(d) of the 1940 Act and Rule 30d-1" to read "Section 30(e) of the 1940 Act and Rule 30e-1".

By the Commission.

Jonathan G. Katz

Secretary

February 27, 2001

Footnotes

1 These rules and forms include Forms N-1A [17 CFR 274.11A], N-2 [17 CFR 274.11a-1], and N-3 [17 CFR 274.11b] under the Investment Company Act of 1940 [15 U.S.C. 80a] ("Investment Company Act") and the Securities Act of 1933 [15 U.S.C. 77a-aa]; and Schedule 14A [17 CFR 240.14a-101] under the Securities Exchange Act of 1934 [15 U.S.C. 78a-mm].

2 Investment Company Act Release No. 24816 (January 2, 2001) [66 FR 3734 (January 16, 2001)]. The Commission also adopted amendments to certain exemptive rules under the Investment Company Act.