Subject: File No. S7-31-99
Date:    03/19/2000 2:36 PM
     
     
COMMENTS CONCERNING PROPOSED RULE 10b5-1
     
The following additional provisions should be added:
     
(1)  The affirmative defense of a written plan for trading securities shall 
not apply to any plan by anyone affiliated with an accounting firm to trade 
in the securities of any client of the accounting firm.
(2)  All audit reports filed with the Commission shall henceforth contain a 
schedule filed by the accounting firm which details the names of all persons 
affiliated with the accounting firm that owned securities, directly or 
indirectly, in the client during the period that the accounting firm was 
auditor of record.  This schedule shall include details of purchases, sales, 
and holdings.
(3)  Auditors and their employees are recognized as having potential access 
to confidential client information.  In order to avoid permitting auditors or 
their employees from taking unfair advantage of this potential by trading in 
client securities, the following rules shall apply:
     
(a)  Prior SEC policy that permitted auditors to hold client securities in 
non-client mutual funds, provided the interest in each client's securities 
was no more than five percent of the investor's net worth, is hereby 
rescinded. [Policy described at p. 6, SEC Consultant's Report of Independence 
Violations at Pricewaterhousecoopers]
(b) The pronouncement of the Independence Standards Board, that spouses and 
dependents of non-audit-engagement partners may invest in mutual fund audit 
clients through employee benefit plans at their companies, is hereby 
rescinded.
(c)  The pronouncement of the Independence Standards Board, that audit 
partners and employees not involved in the audit may invest in a mutual 
fund's sister funds, is hereby rescinded.
     
Respectfully submitted,
     
Denzil Y. Causey, Jr.
co-author 6th edition of Duties and Liabilities of Public Accountants