ICI Comments on Non-Executive Compensation Disclosure Proposal

Washington, DC, October 23, 2006 - In a recent comment letter, the Institute states its opposition to the SEC's proposal to require public companies to disclose compensation information for certain highly paid employees, including non-executives.

Background
In August the SEC approved extensive revisions to its rules governing the disclosure of executive and director compensation, related party transactions, and corporate governance matters-a measure strongly supported by the Institute. The amendments were designed to make proxy statements, reports, and registration statements easier to understand and provide investors, including investment companies, with a clearer picture of the compensation structure for the company's primary executive officer, principal financial officer, and highest paid executive officers along with members of its board of directors. Funds must comply with the revised rules in registration statements and proxy statements filed with the SEC on or after December 15, 2006. At that time, the SEC also modified its proposal relating to the disclosure of compensation information for certain non-executive employees, and sought comment on those modifications.

ICI Position
In it's comment letter, ICI asserts that information about non-executives' compensation would not be material to investors and would not achieve the SEC's goal of helping investors understand the compensation structure for a company's executive officers. ICI also states that disclosure of non-executive compensation could have serious negative implications for public companies.

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