Date:    04/29/2000  9:57 PM

Jonathan G. Katz, Secretary
Securities and Exchange Commission
450-5th Street NW
Washington, D.C. 20549-0609
     
RE: File No. S7-10-00, Electronic Filing by Investment Advisers; 
Proposed Amendments to Form ADV 
(http://www.sec.gov/rules/proposed/34-42620.htm)
     
Dear Mr. Katz:
     
     
As the editor of one of the earliest and most comprehensive Internet 
sites on corporate governance (at http://www.Corpgov.Net) and as a 
mutual fund investor, I want to express my full support for your 
proposal to require investment advisors to disclose their proxy 
voting practices. I hope you will consider extending the proposed 
rule to require the annual audit to ensure votes were cast in 
accordance with the disclosed standards. In addition, I hope you will 
phase in a requirement over a three year period which also requires 
the following to be disclosed on the Form ADV:
     
actual proxy votes cast,
the reasons for those votes, and
an explanation as to why votes not cast did not destroy value.
     
Domini Social Investments is the only mutual fund I am aware of which 
currently has a policy of posting all its votes. CalPERS posts a 
small portion of its votes on the Internet. The passivity of private 
pension plans and mutual funds has been widely observed and is 
unlikely to change as long as beneficial holders are kept in the dark.
     
As your footnote 193 indicates, Department of Labor (DOL) 
Interpretive Bulletin 92-4 (July 21, 1994) has long required ERISA 
plans to maintain voting records for individual proxy solicitations 
on the client's account and to provide the plan fiduciary with those 
records. As early as 1988 DOL set forth the opinion that, since proxy 
voting can add value, voting rights are subject to the same fiduciary 
standards as other plan assets (see "Avon" letter at 
http://www.lens-library.com/info/dolavon.html). It is my opinion that 
the same standards of trust law should also hold for mutual funds and 
other institutional investors.
     
DOL has conducted three audits of voting practices. Each provide 
ample evidence that many pension fund fiduciaries are not maintaining 
adequate records to ensure proxies have been voted in the interests 
of members and beneficiaries. I have no reason to believe mutual fund 
advisors are doing a better job.
     
How can we, as shareholders in a mutual fund, hold our directors and 
advisors accountable for acting in our best interests if their votes 
on our behalf are never disclosed?
     
The changes I suggest would be consistent with Organization for 
Economic Co-operation and Development (OECD) Principles of Corporate 
Governance (http://www.oecd.org/daf/governance/principles.htm). 
Guideline IIA2 advises that "votes should be cast by custodians or 
nominees in a manner agreed upon with the beneficial owner of the 
shares." 
     
Thank you for the opportunity to comment on the proposed rule. Please 
do not hesitate to contact me at jm@corpgov.net if you have any 
questions or would like to discuss the above comments.
     
Sincerely,
     
     
     
James McRitchie, Editor
Corporate Governance
2461 Second Avenue
Sacramento, CA 95818
     
http://www.corpgov.net
phone: 916.452.5338
fax: 916.457.0922