Ark Asset Management Co., Inc.November 21, 2002 Jonathan G. Katz
Re: File No. S7-36-02 Dear Mr. Katz, Ark Asset Management Company Inc. ("ARK") is an independent registered investment adviser, currently managing approximately $8 billion for over 200 institutional clients. I am sending this letter, on behalf of Ark, to provide Ark's comments with respect to the Commission's proposed rule changes with respect to proxy voting by mutual funds and investment advisers. Prior to the Commission's issuance of the proposed rules, many investment advisers such as Ark have already been acting in accordance with the proposed proxy voting rules. In this regard, many investment advisers have been voting proxies as mandated by the Department of Labor ("DOL") and required by their pension plan clients in accordance with the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The DOL has made it clear that the voting of proxies is an integral part of the duties of an investment manager, as such, it is a fiduciary act. Accordingly, Ark votes proxies in accordance with its fiduciary responsibilities under ERISA , exercising its professional investment judgment on all such matters. In determining how to vote, Ark will not subordinate the economic interest of a plan and its participants and beneficiaries to any other entity or interested party. Ark will not, under any circumstances, allow its voting to be dictated or influenced by the position of any outsiders. A record of all proxy decisions, routine or otherwise, and the rationale for voting are retained and available for inspection by the Client. If requested, Ark reports annually to the Client or its designee. Mutual fund managers should be held to the same standards of disclosure and accountability as investment advisers managing ERISA plan assets and mutual fund investors should have the same disclosure and protection as participants in ERISA-covered plans. Therefore, we at Ark Asset Management Company are writing in support of the Securities and Exchange Commission's proposed rules changes in File Number S7-36-02. Without question, restoration of investor confidence is vital to the longer-term health of the financial markets. In our opinion, greater transparency through disclosure of proxy voting policies and voting records by registered management investment companies is a step necessary to help accomplish this goal.
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