MEMORANDUMFrom: Huber, Steve [HuberS@strsoh.org]
Sent: Monday, December 02, 2002 9:38 AM
To: 'rule-comments@sec.gov'
Subject: File no. S7-38-02 2Dec2002.doc

December 2, 2002

Jonathan G. Katz     VIA EMAIL: rule-comments@sec.gov

Secretary

U.S. Securities and Exchange Commission

450 Fifth Street, NW

Washington, D.C.  20549-0213

RE:       File No. S7-38-02

Dear Secretary:

I am the Executive Director of the State Teachers Retirement System of 
Ohio (“STRS Ohio”).  STRS Ohio is responsible for investing the pension 
plan assets for Ohio’s public school teachers.  We invest on behalf of 
over 306,000 active and inactive teacher members throughout the State 
of Ohio and pay benefits to over 105,000 retired teachers.

STRS Ohio and its Board very strongly believe that Investment Advisors 
who have the authority to vote proxies on behalf of their clients should 
disclose their proxy voting policy and proxy voting record in order to 
ensure that proxies are voted in the best interests of their clients.

Comments:

1.      All Investment Advisors should maintain a written proxy voting 
policy and procedure.

2.      The policy must describe how Investment Advisors address material 
conflicts between its interests and those of its clients with respect to 
proxy voting.

3.      The disclosure of proxy voting policies and procedures should be 
made upon request and should be limited to issues involving corporate 
governance matters, changes to capital structure, director elections, 
management compensation issues, and stock option plans.

4.      No disclosure should be required on issues related to social and 
corporate responsibility.

5.      Investment Advisors should disclose their proxy voting record 
upon request.

6.      The disclosure of proxy voting should be limited to issues 
involving corporate governance matters, changes to capital structure, 
director elections, management compensation issues, and stock option 
plans.

7.      No disclosure of proxy votes should be required on issues related 
to social and corporate responsibility.

8.      Investment Advisors should be required to disclose when proxy 
votes are inconsistent with its proxy voting policy and procedures.

9.      Investment Advisors should have the option of utilizing the Internet 
to disclose their proxy voting policy and procedure and their proxy voting 
record to their clients.

On behalf of the STRS Ohio Board, our members, and our retirees, I would like 
to thank you for endeavoring to improve disclosure in this very important 
area and for considering the comments we have provided on the proposed rules 
listed above.  If you have any questions, please reply to this Email.

Sincerely,

Herbert L. Dyer
Executive Director
STRS Ohio