ISIS Asset Management

5 December 2002

Mr. Jonathan Katz, Secretary
U.S. Securities & Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

RE: Comments on Proposed Rules of 19th September 2002 File Numbers: S7-36-02 and S7-38-02

Dear Mr. Katz,

I write on behalf of ISIS Asset Management, a London-based investment manager with approximately $100 billion under management, and substantial holdings and an office in the United States. We write today in support of the proposed rules from 19th September 2002 with file numbers S7-36-02 and S7-38-02 that would amend regulation for proxy voting policies, procedures and disclosure by mutual funds and investment advisors.

Along with its rigorous traditional financial analysis, ISIS Asset Management carefully examines the corporate governance practices of firms it owns, believing that strong governance practices are linked to long-term shareholder value. In keeping with this understanding, we vote all of our shares around the globe in accordance with our public corporate governance policy. Our policy is built upon several fundamental principles of company and board practice: accountability; transparency; and a more sophisticated conception of corporate risk, which includes potentially material risks from social and environmental issues.

In our worldwide voting practice, ISIS favors resolutions that call for enhanced disclosure and transparency on the part of corporations and its shareholders. This includes ongoing support for disclosure of environmental management systems, executive pay packages, options schemes, diversity data, Board Committee charters and much more. In that same spirit, we write today in support of the proposed rule changes that would require enhanced disclosure of corporate governance policies and practices by asset managers.

ISIS Asset Management believes that transparency by corporations to their shareholders and stakeholders is generally positive for companies, shareholder value and the economy. We believe that the enhanced transparency proposed in these rules would be a positive regulatory advance and urge the commission to enact these proposed rules as law.

Thank you very much for your attention to this letter.


Elizabeth Elliott McGeveran
Vice President, Governance & Socially Responsible Investment

CC: Mr. Richard Singleton, Director, Corporate Governance, ISIS Asset