The Commission is adopting a technical amendment to the rule under the Investment Company Act of 1940 that governs the use of assets of registered open-end management investment companies (``funds'') to pay for the distribution of fund shares. The amendment provides that a plan to use fund assets to pay for the distribution of fund shares adopted prior to a fund's initial public offering does not have to be approved by shareholders. Because the fund's directors must approve the plan, and investors that buy their shares in the fund's public offering, in effect, ``vote with their dollars'' to accept the plan, shareholder approval of the plan prior to the fund's public offering is not necessary.