Chronology of events re: RTS 11/9/88 letter 
 

11/9/88 

"Responsibility of mutual funds' investment adviser with respect to voting proxies of the fund's portfolio companies." -Requested Advice.

04/04/89 

NM sent MCGRATH ltr re her speech of 3/13/89 (mentioning investment mgr request (Ram Trust). ISS would like to be involved in creating record for any SEC initiative in this area. [cy of Itr not attached to this package]

04/05/94 

"congratulate him on the "shareholder Levitt activism" comments he delivered a couple of weeks ago and to inquire as to whether there is anything we can do to expedite consideration of a formal policy under the Investment Company Act of 1940."

04/11/94 

Response to 4/5 ltr. Appreciate offer of assistance. Let Barry Barbash know of RAGM's interest.

04/14/94 

RAGM/NM met with Barbash and Monica Parry (attorney) re: governance issues - also waiting for, reply to our 11/9/88 letter.

03/29/95 

Sent him RT5 letter of 11/9/88'- to which we have still not had a reply. Have had some very constructive discussions with SEC staff (most recently with Barry Barbash), would still appreciate response to the questions in our original letter.

04/18/95 

Responded t her ltr of 3/29/95. "Have asked Barry Barbash to consider whether it is necessary for the Div to provide additional guidance to investment companies... regarding their proxy voting responsibilities. The Div. staff will be contacting you in the near future to discuss the issue

12/11/95 

Again asked for clarification relating to 11/9/88 letter.

2/6/96 

Acknowledged letter of 12/11/95 from RAGM. Instructed staff of Div of Invest Mgt to conduct inquiry and report back to him with findings and recommendations. Also asked staff to meet with RAGM. Jack Murphy, Ch Counsel of Div will be contacting RAGM to schedule a meeting.

03/21/97 

Enclosed article in Chicago Tribune -re clamor for SEC to make clear obligations of mutual funds with respect to voting portfolios and securities. Also enclosed copy of our unanswered letter of 11/9/88. We have not yet heard from Mr. Murphy. Has there been any progress? Has the staff completed its review and made recommendations?

04/07/97 

Spoke with a person by the name of "Doris" who works for Barry Barbash. Requested meeting with the SEC on 4/29 in Washington.

04/16/97 

Was informed by "Doris" that they "are talking about this and someone will call in the next day or so". It appeared as if a meeting would be possible, and someone was checking the Chairman's schedule.
[No word from the SEC after the 16th -a meeting did not take place]

06/30/97 

Carol Morrow- assistant to Chairman Levitt requested we send him the letter(s) I made reference to (11/9/88). Sent him our 3/21/97 ltr to Barbash (w encls), the 11/9/88 RTS Itr, Levitt's 2/6/96 ltr, and NM's 3/29/95 ltr to Levitt.

07/02/97 

Called to schedule meeting with RAGM, himself and the Chief Counsel at the SEC re the RTS ltr of 11/9/88.

07/21/97 

Meeting scheduled with Barry Mendlesen, Asst Ch Counsel and Doug Scheidt, Chief Counsel and RAGM.

07/22/97 

They requested examples of “conflict of interest” by 1940 Act fiduciaries w respect to ownership responsibilities. [RAGM attached his letter of 12/11/95 to A. Levitt – where he talked about this specific subject.]

08-07-98 

RAGM asked him to take a final look at our 10-year old letter request before he left the SEC as planned this month.