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GAO-03-477R 1 (2003-02-24)

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       Accountability * Integrity * Reliability
United States General Accounting Office
Washington, DC 20548

          B-291949


          February 24, 2003

          The Honorable Richard C. Shelby
          Chairman
          The Honorable Paul S. Sarbanes
          Ranking Minority Member
          Committee on Banking, Housing, and Urban Affairs
          United States Senate

          The Honorable Michael G. Oxley
          Chairman
          The Honorable Barney Frank
          Ranking Minority Member
          Committee on Financial Services
          House of Representatives

          Subject: Securities and Exchange Commission: Disclosure of Proxy Voting Policies
                  and Proxy Voting Records by Registered Management Investment
                  Companies

          Pursuant to section 801(a)(2)(A) of title 5, United States Code, this is our report on a
          major rule promulgated by the Securities and Exchange Commission (SEC), entitled
          Disclosure of Proxy Voting Policies and Proxy Voting Records by Registered
          Management Investment Companies (RIN: 3235-AI64). We received the rule on
          February 3, 2003. It was published in the Federal Register as a final rule; request for
          comments on Paperwork Reduction Act burden estimate on February 7, 2003. 68
          Fed. Reg. 6564.

          The final rule requires registered management investment companies to provide
          disclosure about the policies and procedures they use to determine how to vote
          proxies relating to portfolio securities they hold. The final rule also requires
          registered management investment companies to file with the SEC and to make
          available to shareholders the specific proxy votes that they cast in shareholder
          meetings of issuers of portfolio securities.

          Enclosed is our assessment of the SEC's compliance with the procedural steps
          required by section 801(a)(1)(B)(i) through (iv) of title 5 with respect to the rule.
          Our review indicates that the SEC complied with the applicable requirements.


GAO-03-477R

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