December 22, 2003

Mr. Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

Re: File No. S7-19-03

Dear Mr. Katz:

On behalf of the 38 retirement systems listed below and their 6.3 million public employees, retirees, and beneficiaries, we are writing to offer supporting comments on the Securities and Exchange Commission proposal, S7-19-03, regarding security holder director nominations. Our retirement systems collectively hold $670 billion in assets, including $360 billion invested in public company equities. As fiduciaries of these funds, we take seriously our duty to exercise the rights of shareholder ownership in order to promote the best economic interests of plan members and beneficiaries. We commend the Commission for proposing rules that would, for the first time, give institutional shareholders like ourselves the ability to participate meaningfully in board elections.

The Commission's proposed rule contains safeguards-including significant minimum ownership and holding period requirements for shareholders, and strict limitations on the number of shareholder nominees-that will give shareholders access to the corporate proxy without opening the door to either corporate raiders or potentially frivolous nominees. The adoption of the proposed rules would improve director performance, independence and accountability to shareholders. Public pension systems do not have the resources to wage costly proxy fights for board control, but would greatly benefit from stronger director voices at troubled and unresponsive companies. Furthermore, given that a large portion of our public equities are indexed, we cannot walk away from these companies. Our best alternative is to address problematic situations by improving the boards to reflect an appropriate shareholder perspective.

We do believe that some changes could be made to the current proposal to permit the timely and effective use of the proxy access rule. We urge the Commission to reduce the proposed five percent ownership threshold that would require a $900 million investment in the average S&P 500 company-a very substantial barrier even for a large institutional investors. In addition, we suggest that the Commission lower the proposed one percent ownership requirement to a more reasonable level for public funds. The current withhold vote trigger also should be reduced to 20 percent from the unreasonably high 35 percent. Finally, we are concerned that the proposed two-step triggering process for director nominations could take up to two years to complete and we urge your consideration of a more expedited alternative.

We thank you for this opportunity to offer our support for this proposal, and hope that the Commission will include our suggestions in the final rule.

Sincerely,

_________________________________ Gary Findlay, Executive Director Missouri State Employees' Retirement System	_________________________________ Bonita Brown, Director and Chief Executive Officer Teachers' Retirement System of Louisiana
_________________________________ Laurie Fiori Hacking, Executive Director Public Employees Retirement System of Ohio	_________________________________ Eric Henry, Executive Director New Hampshire Retirement System
_________________________________ Gail H. Stone, Executive Director Arkansas Public Employees Retirement System	_________________________________ M. Steve Yoakum, Executive Director Public School Retirement System of Missouri
_________________________________ Gary L. Harbin, Executive Secretary Kentucky Teachers' Retirement System	_________________________________ John F. Charles, Director Washington State Depart. of Retirement Systems
_________________________________ David Bergstrom, Executive Director Minnesota State Retirement System	_________________________________ Glenn Deck, Executive Director Kansas Public Employees Retirement System
_________________________________ Terry Slattery, CEBS, Executive Director New Mexico Public Employees Retirement Assn.	_________________________________ Ed Hennessee, Director Tennessee Consolidated Retirement System
_________________________________ Jack Ehnes, Chief Executive Officer California State Teachers' Retirement System	_________________________________ Sparb Collins, Executive Director North Dakota Public Employees' Retirement System
_________________________________ Kay R.H. Evans, Executive Director Maine State Retirement System	_________________________________ John Brosius, Executive Director Pennsylvania State Employees' Retirement System
_________________________________ Gary Austin, Executive Director Minnesota Teachers Retirement Association	_________________________________ David Senn, Executive Director Montana Teachers' Retirement System
_________________________________ Jon Bauman, Executive Director Illinois Teachers' Retirement System	_________________________________ Alan Belstock, PhD., Executive Director ERFC - Fairfax County, Virginia
_________________________________ Tommy C. Beavers, Executive Secretary Teachers' Retirement System of Oklahoma	_________________________________ William E. Christopher, Executive Director Indiana State Teachers' Retirement Fund
_________________________________ Steve Cochrane, CFA, Executive Director North Dakota Retirement and Investment Office	_________________________________ Donna M. Mueller, Chief Executive Officer Iowa Public Employees Retirement System
_________________________________ Karen Kilberg, Executive Director Minneapolis Teachers' Retirement Fund Association	_________________________________ George M. Philip, Executive Director & CIO New York State Teachers' Retirement System
_________________________________ Frank Ready, Executive Director Public Employees' Retirement System of Mississippi	_________________________________ David A. Stella, Deputy Secretary Wisconsin Department of Employee Trust Funds
_________________________________ J. Michael Stoffel, Executive Secretary Duluth Teachers' Retirement Fund Association	_________________________________ Anna J. Sullivan, Director Nebraska Public Employees Retirement System
_________________________________ Cynthia L. Webster, Director Vermont State Retirement System	_________________________________ Joseph A. Dear, Executive Director Washington State Investment Board
_________________________________ Tom Spencer, Executive Director Oklahoma Public Employees Retirement System	_________________________________ Thomas K. Lee, Executive Director Maryland Retirement System
_________________________________ Michael O'Connor, Executive Director Montana Public Employee Retirement Administration	_________________________________ Thomas Mann, Director Wyoming Retirement System
_________________________________ Meredith Williams, Executive Director Colorado Public Employees Retirement Assn.	_________________________________ Peggy G. Boykin, Executive Director South Carolina Retirement Systems
_________________________________ David G. Bronner, Chief Executive Officer Retirement Systems of Alabama