From: awest@cabwel.com
Sent: Thursday, December 05, 2002 3:36 PM
To: rule-comments@sec.gov
Subject: File No. S7-38-02: Comment on Proposed Proxy Voting Rules
(17CFR275, Rel. No. IA-2059)

Importance: High

Dear Sir or Madam:

The proposed Proxy Voting rules are unduly onerous, time-consuming and
costly for small registered investment advisors.  We recommend an exemption
be included in the rule to exclude all RIA's with assets less than $1
Billion under management.

These advisors neither have the concentrated voting power in most cases
where the ostensible abuse is most likely to occur, nor the staff able to
respond to the rules requirements.

It would add to the already significant regulatory burden imposed on smaller
RIA's.

R. Angus West
Chief Investment Officer,
Cabot-Wellington, LLC
70 Federal Street
Boston, MA 02110