MEMORANDUMFrom: Huber, Steve [HuberS@strsoh.org]
Sent: Monday, December 02, 2002 9:37 AM
To: 'rule-comments@sec.gov'
Subject: File no. S7-36-02 2Dec2002.doc

December 2, 2002

Jonathan G. Katz     VIA EMAIL: rule-comments@sec.gov

Secretary

U.S. Securities and Exchange Commission

450 Fifth Street, NW

Washington, D.C.  20549-0213

RE:       File No. S7-36-02

Dear Secretary:

I am the Executive Director of the State Teachers Retirement System of Ohio 
(“STRS Ohio”).  STRS Ohio is responsible for investing the pension plan assets 
for Ohio’s public school teachers.  We invest on behalf of over 306,000 active 
and inactive teacher members throughout the State of Ohio and pay benefits to 
over 105,000 retired teachers.

STRS Ohio and its Board very strongly believe that Registered Management 
Investment Companies (“mutual funds”) should disclose their proxy voting policy 
and proxy voting record in order to ensure that proxies are voted in the best 
interests of their clients.  Mutual funds control a significant share of publicly 
traded U.S. corporate equity and they have an obligation to their investors to 
make this disclosure.

Comments:

1.      Both open-end and closed-end management investment companies should 
disclose their proxy voting policies and procedures annually.

2.      The disclosure of proxy voting policies and procedures should be limited 
to issues involving corporate governance matters, changes to capital structure, 
director elections, management compensation issues, and stock option plans.

3.      No disclosure should be required on issues related to social and corporate responsibility.

4.      Both open-end and closed-end management investment companies should disclose 
their proxy voting record semi-annually.

5.      The disclosure of proxy voting should be limited to issues involving corporate 
governance matters, changes to capital structure, director elections, management 
compensation issues, and stock option plans.

6.      No disclosure of proxy votes should be required on issues related to social 
and corporate responsibility.

7.      The use of U.S. mail or 800 numbers represent a significant and unnecessary 
cost to the management investment company.  In the spirit of the Paperwork Reduction 
Act, the method of disclosure for the proxy voting record should be limited to the 
Internet via the management investment company website or the SEC website.

8.      Management investment companies should be required to disclose when proxy 
votes are inconsistent with its proxy voting policy and procedures.

On behalf of the STRS Ohio Board, our members, and our retirees, I would like to 
thank you for endeavoring to improve disclosure in this very important area and for 
considering the comments we have provided on the proposed rules listed above.  If you 
have any questions, please reply to this Email.

Sincerely,

Herbert L. Dyer

Executive Director

STRS Ohio