From: Machold@aol.com
Sent: Wednesday, June 04, 2003 8:50 PM
To: rule-comments@sec.gov
Subject: Re: S-7-10-03

Dear Commissioners:

    My name is Roland Machold, and for twenty-three years I was Director of 
the New Jersey Division of Investment, with ultimate responsibility for 
investing $82 billion of public employee pension funds. I was also a founding member 
of both the National Association of State Investment Officers and the Council 
of Institutional Investors.

    I strongly support your proposed review of the proxy voting rules. For 
many years, I have seen an erosion of the shareholder's voting rights and access 
to the proxy voting process, and this erosion has been accompanied by an 
augmentation of executive power and authority, which in turn has been abused on 
many occasions.

    The shareholder is the ultimate owner of the company, and the traditional 
voting rights have served as a check and balance to corporate excesses and 
have insured a fair valuation of the companies' shares in the market place, and 
thus the companies' access to low cost capital. It has also become apparent 
that other checks and balances have also been conflicted, and have failed -- the 
accountants, the exchanges and the Wall Street analysts.

    It has been said that issues of shareholder voting rights can sort 
themselves out in the marketplace. However, the companies wield great financial and 
political power over these balancing institutions, and if the shareholder is 
to be reduced to a non-voting, subordinated and non-secured investor, this will 
have the effect of devaluing the shares of all companies in the marketplace, 
and raising the cost of capital for all enterprises.

    A proxy voting review is timely and necessary.
	
                        Very Truly Yours, 
						
						Roland M. Machold