United States Trust Company of Boston

December 6, 2002

Mr. Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street NW,

Washington, DC 20549-0609

Dear Secretary Katz:

RE: File No. S7-36-02: Disclosure of Proxy Voting Policies and Proxy Voting Records by Registered Management Investment Companies
File No. S7-38-02: Proxy Voting By Investment Advisers

I serve as the Senior Vice President and Director of Research of United States Trust Company of Boston. We are 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. United States Trust Company of Boston congratulates the agency for proposing meaningful disclosure that we believe will bolster confidence in the equity markets, and strongly support the recommendations set forth in these proposed rules.

United States Trust Company of Boston (USTC), a Massachusetts state chartered bank and trust company, manages portfolios for taxable, tax-exempt and employee benefit accounts. We currently manage over $3 billion in client assets. Our wholly-owned subsidiary, Boston Trust Investment Management Inc. serves as investment adviser to a variety of mutual funds. We have a proxy voting committee, which carefully scrutinizes all our proxy votes and votes according to our committee's recommendations and client guidelines. United States Trust Company of Boston makes its proxy voting guidelines and voting record available to clients upon request.

Rules S7-36-02 and S7-38-02 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 and clients 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 advisors have enormous potential to shape corporate governance policies. Greater disclosure of proxy-voting policies and practices would enable investors to review the actions of their fund managers, allowing them to judge whether or not those actions appropriately represented their interests. In addition, by expanding the information available to shareholders, this change would enhance the ability of investors to distinguish among fund managers with regard to their exercise of this important aspect of their fiduciary duty. This proposal is also particularly timely since we believe that greater transparency in the whole area of corporate governance will contribute to improved investor confidence in the integrity of the financial markets.

Since 1999, a number of socially concerned mutual funds have posted their proxy votes and guidelines on their 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, advisors, 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 advisor whose fiduciary duties include the voting of proxies on behalf of investors.

Engaged proxy voting helps bring increased managerial accountability to many companies. When all mutual funds and investment advisors reveal how they cast proxy votes, enabling shareholders and clients to know what is being done in their name, we can expect corporate governance and accountability to greatly improve. United States Trust Company is pleased to support these proposals.

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


William H. Apfel
Senior Vice President