From:	Charles N. Berents [cberents@namco.nu]
Sent:	Wednesday, September 25, 2002 9:09 AM
To:	rule-comments@sec.gov
Cc:	David Tittsworth
Subject:	File s7-38-02
I herewith submit comments on the proposal on proxy voting with the 
intention of suggesting that investors need greatly expanded disclosure 
to responsibly review management proposals.




Now that the SEC is about to issue rules for institutional investors 
proxy voting disclosure, it is entirely appropriate that the "buyside" 
be heard on required proxy information.  The examples of Tyco malfeasance 
and G.E. lavishness call for very detailed disclosure on how corporate 
assets are being used.  The proxy is the tool of "check and balance" in 
shareholder diligence.  Institutional investors have a fiduciary duty for 
the benefit of clients, retirement plan beneficiaries, and mutual fund 
shareholders to make decisions on their behalf in approving or rejecting 
management utilization of corporate assets.

Many years ago the SEC added a requirement in proxy disclosure to compare 
a company stock performance to a broad index and a peer group.  Therefore, 
under the deliberations now in progress, I propose that added disclosure 
in proxies include the following:

1.  A listing of all corporate facilities for recreation and the convenience 
of senior officers, including:

Hunting lodges
Golf courses
Yachts
Airplanes
Automobile fleets for officers entitled to "luxury" classification
Apartments and other real estate for the single purpose of providing living quarters

2.  Full disclosure of ongoing perks above a threshold that seems appropriate, 
possibly $25,000 annually for club memberships, luxury boxes at sports venues, 
cultural venues and timeshare private aviation.

3.  Specific details of retirement packages approved for the top 5 officers 
by the board of directors.  Furthermore, it should be a matter of regulation 
that all retirement packages have to be approved at the board level.

4.  Quantification of stock option expense for any new program requiring 
shareholder approval.  Realizing that companies still consider expensing a 
voluntary matter, it should be an item of disclosure to show shareholders the 
potential impact should policies change.

The ICAA and the AIMR are rightfully our advocates on the "buy side" to put 
before the SEC disclosure deemed appropriate for responsible consideration of 
proxy proposals.  Now is the time to be heard on this matter.




C.N. Berents
Chief Investment Officer
North American Management Corp.
Ten Post Office Square, Suite 300
Boston, MA 02109
Tel. 617-695-2127
Fax. 617-695-2121