From: James D Grassi [James_D_Grassi@notes.ntrs.com]
Sent: Tuesday, June 18, 2002 3:10 PM
To: rule-comments@sec.gov
Subject: S7-17-02


Jonathan G. Katz
Secretary,
Securities and exchange Commission
450 5th Street, NW
Washington, DC 20549-0609

      Re:  Release Nos. 33-8101; 34-45953; IC-25575; File No. S7-17-02

Dear Mr. Katz:

We appreciate the opportunity to comment on the SEC's proposed amendments
to investment company advertising rules as set forth in the
above-referenced Releases.  We support much of the proposal, but we do have
some objections as it relates to Rule 482.  These  objections are set forth
below.

1.   Availability of Monthly Performance Figures.   We believe that 3
calendar days after month-end is too short a time period to require funds
to make available month-end information.  The final rule should allow at
least 5 business days.   We also believe that the availability of month-end
information should only apply to 1-year returns, and not 5-year or 10-year
returns.   Updating the 5-year and 10-year figures would not be necessary
to, nor effective in, fulfilling the purposes behind the proposed rule
change because negative short-term performance is unlikely to significantly
lower long-term figures.  Updating the 1-year figure for this purpose would
be sufficient,  in most cases, to alert investors that current short-term
performance has been poor or negative.  If, under particular market
conditions, the 1-year figure is not sufficient for this purpose, then
performance for other time periods may be required, but this requirement
should derive from Rule 156, not Rule 482.  Also, we believe that funds
should have the flexibility to provide this information either via phone or
website.

2.  Proximity and Placement Requirement.    We support the requirement that
the disclosures set forth in sections (b)(1) through (b)(4) of proposed
amended Rule 482 be "conspicuous," "in at least 8 point type," and "in
close proximity to the performance data," but  we do not support the
requirement that, for print advertisements, the disclosures required by
section (b)(3) of the proposed amended Rule must be presented in the body
of the advertisement.  This is inflexible and ambiguous.  For example,
where a print ad includes a performance chart for several funds, what
constitutes "the body of the advertisement?"  Would it not be sufficient to
include the disclosures underneath the chart, since this would be the most
conspicuous place?

3.   Wording of Section (b)(3)(i) Disclosures.   We also suggest that the
SEC take a closer look at the narrative disclosures required in section
(b)(3)(i) of proposed amended Rule 482.  We believe that these disclosures
could be stream-lined to avoid unnecessary repetition.  For example, the
following conveys the same information as section(b)(3)(i) of the proposed
amended Rule, but in a clearer fashion:  "Past performance does not
guarantee future results.  Investment return and principal value may
fluctuate, and you may lose money by investing.  For current performance,
which may be lower or higher than the performance shown, call 1-800-
XXXXXXX [or visit our website at XXXXX]."

Again, we appreciate the opportunity to express our views on this
significant proposal.

Very truly yours,

James D. Grassi
Senior Attorney
The Northern Trust Company