Release No. 33-8732A Release No. 34-54302A Release No. IC-27444A

Securities and Exchange Commission

Executive Compensation and Related Person Disclosure
Section II.C.8.

II. Executive and Director Compensation Disclosure

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C. Compensation Tables

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8. Other Changes

Before todays amendments, a company was permitted to omit from Item 402 disclosure of information regarding group life, health, hospitalization, medical reimbursement or relocation plans that do not discriminate in scope, terms or operation, in favor of executive officers or directors of the registrant and that are available generally to all salaried employees.³⁴⁰ Because relocation plans, even when available generally to all salaried employees, are susceptible to operation in a discriminatory manner that favors executive officers, this exclusion may have deprived investors of disclosure of significant compensatory benefits. For this reason, we are deleting relocation plans from this exclusion, as we proposed. For the same reason, as we proposed, we are also deleting relocation plans from the exclusion from portfolio manager compensation in forms used by management investment companies to register under the Investment Company Act and offer securities under the Securities Act.³⁴¹ We also are revising the definition of plan so that it is more principles-based, as we proposed.³⁴² Finally, in order to simplify the language of the individual requirements, we have consolidated into one provision the definitions for the terms stock, option and equity as used in Item 402.³⁴³

³⁴⁰ This language appeared in Item 402(a)(7)(ii) prior to todays amendments, which generally defined the term plan.

³⁴¹ Amendment to Instruction 2 to Item 15(b) of Form N-1A; amendment to Instruction 2 to Item 21.2 of Form N-2; amendment to Instruction 2 to Item 22(b) of Form N-3.

³⁴² Item 402(a)(6)(ii).

³⁴³ Item 402(a)(6)(i).