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U.S. Securities and Exchange Commission

SEC Proposed Rule:
Disclosure of Proxy Voting Policies and Proxy Voting Records by Registered Management Investment Companies
Proxy Voting by Investment Advisers

[Release Nos. 33-8131, 34-46518, IC-25739; File No. S7-36-02] File No. S7-36-02]
[Release No. IA-2059; File No. S7-38-02]

The following information on Type Letter B, or variation thereof, was submitted by 143 individuals.

Subject: Proxy Voting

Form Type Letter B:

Re: File Numbers S7-36-02 and S7-38-02

Mr. Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street NW,
Washington, DC 20549-0609

Dear Secretary Katz:

I am writing in support of the Security and Exchange Commission's recently proposed rules regarding proxy voting guidelines and vote disclosure by mutual funds and investment advisers, File Numbers S7-36-02 and S7-38-02. I congratulate the agency for instituting meaningful disclosure that will surely bolster confidence in the equity markets, and strongly support the recommendations set forth in these proposed rules.

The rules are a major step forward in providing greater transparency to investors whose proxy assets are held in mutual funds or entrusted to investment advisers. The SEC is making a clear statement that proxy voting is a fiduciary duty and should be exercised with the best interests of fund holders in mind. This is consistent with the fiduciary standard already applied to private pension plans under the 1974 Employee Retirement Income Security Act (ERISA).

Mutual funds and advisers have enormous potential to shape corporate governance and social policies at portfolio companies. Yet since the 1970s, fund participants and regulators have noted a tendency among mutual funds and advisers to automatically vote with management, wondering whether this tendency was influenced in part by a desire to win profitable 401(k) and other business from companies where proxies are being cast. It is time this potential conflict of interest was eliminated.

Greater disclosure of proxy-voting policies and practices would pressure fund managers and advisers to refrain from unilateral rubberstamping of management's decisions, and would provide investors additional tools to distinguish among funds in the market. Indeed, the proposed rules would not only help investors identify those funds and advisers that carefully examine proxy proposals before voting on them, but also those who emphasize strong corporate governance or high standards of corporate social responsibility. The amendments would also allow for fund owners to be alerted when fund managers vote counter to established voting guidelines, and in essence, would pressure mutual funds and investment advisers to take seriously their voting duties.

In 1999, Domini Social Investments, manager of the Domini Social Equity Fund, became the first mutual fund in America to begin posting its proxy votes and guidelines on its web site. (That same year, the California Public Employees Retirement System, the largest public pension fund in the world, also began posting its votes and guidelines.) Since then, several dozen mutual funds, advisers, and other institutional investors have instituted such disclosures--through posting their votes or articulating detailed voting policies on their web sites. It is time such disclosure be made by every mutual fund and investment adviser whose fiduciary duties include the voting of proxies on behalf of their investors.

Engaged proxy voting helps bring increased managerial accountability and social responsibility to many companies, and there is mounting academic evidence that progress on social, environmental, and corporate governance issues is linked to positive, long-term corporate performance. When all mutual funds and investment advisers reveal how they cast proxy votes, enabling shareholders to know what is being done in their name, we can expect corporate governance and accountability to greatly improve.

Thank you for the opportunity to comment on the proposed rules.



Modified: 03/10/2003