December 4, 2002
Via UPS and Electronic Mail
Jonathan G. Katz, Secretary
Re: Release Nos. 33-8131, 34-46518, IC-25739, File No. S7-36-02 and
Dear Mr. Katz:
I am writing to provide comments with respect to the above-referenced releases. We support the adoption of rules requiring the implementation and disclosure of proxy voting policies and procedures, and the disclosure of specific proxy votes, by registered investment advisors and investment companies. We believe that the adoption of these rules will increase transparency and investor confidence.
Under current SEC rules, we understand that investment advisors are not required to disclose shares lent by them to others for the purpose of facilitating short sales, nor are they required to report any short interests they hold. Because the borrowing and lending of shares by an investment advisor in connection with short selling transactions may restrict or eliminate the advisor's ability to vote proxies representing those shares, we believe that the investing public should be fully informed of these practices.
In light of the SEC's stated policy of increasing transparency and investor confidence, we believe that registered investment advisors should be required to disclose their short positions in the same manner and detail as their long positions, and should also be required to disclose the number of shares that they lend to facilitate short selling transactions. We also believe that the SEC should require that an investment advisor's proxy voting and procedures policies specifically take into account the advisor's share lending practices.
Although these comments are related to broader issues with respect to which the SEC has previously requested comment, we believe that investment advisor proxy voting is an extremely important context within which to address these issues given the fiduciary nature of the investment advisor/client relationship and the existence of potential conflicts of interest that may result from an advisor's short selling activities.
I thank you for the opportunity to comment on these proposed rules.