UNITED STATES 


SECURITIES AND EXCHANGE COMMISSION 


WASHINGTON. D.C. 20549 


DIVISION OF 

'..VESTMENT MANAGEMENT 

August 26, 1993 

Philip J. Goldberg 

Hassard, Bonnington, Rigers & Huber 

50 Fremont street, Suite 3400 

San Francisco, California 94105 

RE: 	 Alameda Contra Costa Medical Association Collective 

Investment Trust for Retirement Plans ("Registrant"); 

Our Ref. No. 93-223-CC 

Dear 	Mr. Goldberg: 

Your letter of April 21, 1993, requests our concurrence in 

your 	opinion that the written ballot procedure described in your 

letter does not constitute a "proxy, consent or authorization" 

under Rule 20a-1 of the Investment Company Act of 1940 (the "1940 

Act") and Section 14(a) of the securities Exchange Act of 1934 . (the "1934 Act"). 

You state that Registrant is a registered investment company 

organized under California law. Registrant proposes to adopt a 

written ballot procedure that would enable it to take actions 

that currently require authorization at a shareholders' meeting. 

Under this procedure, shareholders would not be given the ability 

to authorize or empower another person to vote; they would 

exercise their voting rights in written form. Therefore, you 

conclude that the proposed written ballots are not proxies, 

consents, or authorizations within the meaning of Rule 20a-1 and 

section 14(a). 

Rule 20a-1 prohibits a person from soliciting any proxy, 

consent or authorization with respect to any security of which an 

investment company is an issuer, except in compliance with Rules 

20a-2 and 20a-3 under the 1940 Act 11 and all rules adopted under 

11 	 Rule 20a-2 generally requires proxy statements to include 

certain information about an investment company's investment 

adviser for proxies with respect to the election of 

directors. Rule 20a-3 mandates disclosure of certain 

transactions when the investment company solicits proxies 

regarding the election of directors or when anyone solicits 

proxies with respect to an investment advisory contract. 
- 2 ­

section 14(a) of the 1934 Act. 2J Schedule 14A sets forth the 

information required in a proxy statement. 

The Division of Corporation Finance has asked us to inform 

you that they are unable to concur in your view that a written 

ballot is not subject to Section 14(a) of the 1934 Act. In the 

view of the Division of corporation Finance, a written ballot 

falls within the meaning of a "consent" or "authorization." 

Accordingly, any solicitation of written ballots must comply with 

Section 14(a) and the rules thereunder. 

We similarly believe that the written ballot constitutes a 

"consent" or "authorization" within the meaning of Rule 20a-1. 

Consequently, any solicitation of written ballots must comply 

with Rules 20a-2 and 20-3. 

I hope this is responsive to your request. Please feel free 

to contact the undersigned or Larry Stadulis at (202) 272-2072, 

or Amy Bowerman-Freed from the Division of Corporation Finance at 

(202) 272-2573 if you have further questions. 

Sincerely, 

Barbara Chretien-Dar 

Attorney 

cc: Amy Bowerman-Freed 

Division of Corporation Finance 

2J 	 Section 14(a) of the 1934 Act prohibits a person from 

soliciting any proxy or consent or authorization in respect 

of any security registered under Section 12 of the 1934 Act 

except in compliance with Commission rules and regulations. 
HASSARD, BONNINGTON, ROGERS & HUBER 

A PARTNERSHIP INCLUDING A PROF"ESSIONAL CORPORATION 


DIRECT DIAL 
 ATTORNEY S AT LAW "5) 543-8405 HARTLEY F PEART 

50 FREMONT STREET. SUITE 3.400 (1880-1954) 

SAN F"RANCISCO. CALIF"ORNIA 94105 GUS L BARATY 

TELEPHONE (415) 543-6.444 (1884-1966) 

ALAN L BONNINGT04t .­

FAX (415) 979-0378 (1922-1972) ACT 	1 TCA

April SECTION 	______________--~-­ 22, 1993 

~~2~~2~()~~Q--~\-----­

PTIBLIC 


AVAILABILITY _g~-_2...;:(;;.,.,-_q~.g..~~""_ 


The Securities & Exchange Commission ICA/Rule 20a-1 


Judiciary Plaza 1934 Act/Sec. 14(a) 


450 Fifth Street, N.W. 


Washington, DC 20549 


Attn: 	 Thomas Harmon, Chief Counsel 


of Investment Management 


Re: 	 Alameda-Contra Costa Medical Association 

Collective Investment Trust for Retirement Plans 

Investment Company Act File No. 811-5887 

Securities Act File No. 33-32684 

Dear 	Mr. Harmon: 

Enclosed are three copies of my original letter to you 


dated April 21, 1993. These coples were inadvertently omitted 


from the letter transmitted to you on the same date. 


Should you have any questions regarding this matter, 


please contact me. 


Very 	truly yours, 

HASSARD, BONNINGTON, ROGERS & HUBER 

(J~?JJhf~ Phillip J. Goldberg 

PJG:nsj 


Encls. 


LSECABOO.pjgn042293 
HASSARD, BONNINGTON, ROGERS & HUSER 

A PARTNERSHIP INCLUDING A PROF"ESSIONAL CORPORATION 

DIRECT DIAL ATTORNEYS AT LAW HARTLEY F PEART 

(415) 543-8405 SO F"REMONT STREET. SUITE 3400 (1880-1954) 

SAN F'RANCISCO. CALIF'ORNIA 94105 GUS L ~ARATY 

TELEPHONE (415) 543-6444 (1884-1966) 

ALAN L_ BONNINGTON 

"AX (415) 979-0378 (1922-1972) 

April 21, 1993 

The securities & Exchange Commission ICA/Rule 20a-1 

450 Fifth street, N.W. 1934 Act/Sec. 14(a) 

Washington, DC 20549 

Attn: 	 Thomas Harmon, Chief Counsel 

of Investment Management 

Re: 	 Alameda Contra Costa Medical Association 

Collective Investment Trust for Retirement Plans 

Investment Company Act File No. 811-5887 

Securities Act File No. 33-32684 

Dear 	Mr. Harmon: 

This letter constitutes a request for an interpretive 

letter and a no action letter pursuant to Release No. IC-6330, 

January 25, 1971. Pursuant to such release, three copies of this 

letter are enclosed, as this request relates to Investment 

Company Act Rule 20a-1 as well as Exchange Act section 14(a). 

The Alameda Contra Costa Medical Association Collective 

Investment Trust for Retirement Plans ("Registrant") is a 

registered investment company under the Investment Company Act of 

1940. Registrant is organized and existing as a trust under the 

laws of the state of California pursuant to a Declaration of 

Trust dated February 1, 1990. In addition to said Declaration of 

Trust, Registrant's operations are governed by its Rules and 

Procedures. Registrant proposes to amend its Rules and 

Procedures to allow for a written ballot procedure for actions by 

its security holders in lieu of meetings of the security holders. 

Registrant proposes to adopt rules and procedures for written 

ballots in general conformity with the California Nonprofit 

Mutual Benefit Corporation Law. (As a trust, registrant is not 

otherwise governed by such law.) Registrant requests an 

interpretive letter that the proposed written ballots will not 

constitute a "proxy, consent or authorization" under Rule 20a-1 

of the Investment Company Act or Section 14(a) of the Exchange 

Act and a no action letter with respect to actions taken by 

Registrant following a vote of the security holders pursuant to 

the written ballot procedures. This request is prompted by a 

desire to reduce administrative costs associated with proxy 

statements and proxy solicitations pursuant to Rule 20a of the 

Investment Company Act and Regulation 14A under the Exchange Act. 

LACCAC18.PJGc042193 
The securities & Exchange Commission 

April 21, 1993 

Page 2 

Rule 20a-1 of the Investment Company Act provides in 

pertinent part, 

No person shall solicit or permit the use of 

his name to solicit any proxy, consent or 

authorization in respect of any security of 

which a registered investment company is the 

issuer, except upon compliance with the 

provisions of Rule 20a-2 and 20a-3 and all 

rules and regulations adopted pursuant to the 

provisions of section 14(a) of the Securities 

Exchange Act of 1934 . . (Reg. §270.20al(a); emphasis added.) 

Section 14(a) of the Exchange Act uses the phrase "proxy or 

consent or authorization." (15 U.S.C. §78n) 

There is little authority directly on point with 

respect to what does or does not constitute a proxy, consent or 

authorization. Instead, the cases and rulings focus on 

"solicitations." (See CCH Fed. Sec. Law Rptr. ~24,151.015.) 

Regulation 14A defines "proxy" rather cryptically as "every 

proxy, consent or authorization within the meaning of section 

14(a) of the Act." (Reg. §240.14a-(f» Secondary sources are 

more helpful. Blacks Law Dictionary defines "proxy" as "written 

authorization given by one person to another so that the second 

person can act for the first ...• " (Blacks Law Dictionary, 

5th Ed.) Similarly, "a proxy is the authority or power to act 

for another .... " (CCH Fed. Sec. Law Rptr. at p.17,511) As 

explained below, the proposed written ballot procedures do not 

allow security holders to authorize or empower another to vote 

their securities. Instead, security holders personally exercise 

their own voting rights in written form. 

Under the California Nonprofit Mutual Benefit 

Corporation law, any action which may be taken at any meeting may 

be taken without a meeting if a written ballot is distributed to 

every party entitled to vote on a matter. Consistent with this 

general provision, Registrant proposes to amend section 2.7 of 

its Rules and Procedures to read as follows: 

section 2.7. Action By Written Ballot without Meeting. 

Any action that may be taken at any meeting of 

participating Trusts may be taken without a meeting as 

set forth herein. There shall be distributed one 

written ballot to each Participating Trust entitled to 

vote on the matter. The written ballot shall be 

distributed either personally, by first-class mail, or 

by other reasonable means of written communication. 

All written ballots shall (1) indicate the number of 

LACCAC18.PJGc042193 
The Securities & Exchange Commission 

April 21, 1993 

Page 3 

responses needed to meet the quorum requirement, 

(2) with respect to ballots other than for election of 

directors, state the percentage of approvals necessary 

to pass the measure or measures, and (3) specify the 

time by which the ballots must be received in order to 

be counted which in all events shall be at least 15 but 

no more than 45 days from the date of mailing or other 

delivery of such written ballots. Each ballot so 

distributed shall (1) set forth the proposed action, 

(2) provide the participating Trust an opportunity to 

specify approval or disapproval of each proposal. 

Approval by written ballot shall be valid only when 

(1) the number of votes cast by ballot within the time 

specified equals or exceeds the quorum required to be 

present at a meeting authorizing the action, and 

(2) the number of approvals equals or exceeds the 

number of votes that would be required for approval at 

a meeting which the total of votes cast was the same as 

the number of votes cast by written ballot without a 

meeting. written ballots may not be disseminated with 

any other written materials from the Supervisory 

Committee and may not in any way instruct, recommend or 

request that Participating Trusts vote on any proposal 

or candidate for Supervisory Committee in any fashion. 

Written ballots distributed in lieu of an annual 

meeting of Participating Trusts shall disclose under an 

appropriate caption the date by which proposals of 

Participating Trusts intended to be presented at the 

next annual meeting (whether conducted by written 

ballot or otherwise) must be received to be presented 

at such meeting. 

Registrant maintains that the written ballot form and 

procedures as proposed by Registrant are substantially different 

from the solicitation of any proxy, consent or authorization 

contemplated under Investment Company Act Rule 20a-l or Section 

14(a) of the Exchange Act. The written ballot does not solicit, 

direct or request the security holders vote for or against any 

particular matter set forth on the written ballot. The written 

ballot does not provide authorization for someone other than the 

security holder to exercise the security holder's right to vote. 

In effect, the written ballot is the functional equivalent of a 

meeting of all security holders which is simply conducted through 

the mail. 

Accordingly, Registrant requests an interpretive letter 

from the Chief Counsel of the Investment Management Division that 

the proposed written ballots do not constitute a proxy, consent 

or authorization with the meaning of Rule 20a-l under the 

Investment Company Act or Regulation 14A under the Exchange Act. 

lACCAC18.PJGc042193 
The Securities & Exchange Commission 

April 21, 1993 

Page 4 

Additionally, Registrant requests a letter from Chief Counsel 

that it will not recommend enforcement action be taken against 

Registrant or its management for any actions taken pursuant to 

any matter approved by Registrant's security holders through the 

written ballot procedure solely because of the manner of 

obtaining such approval. 

Very 	truly yours, 

HASSARD; BONNINGTON, ROGERS & HUBER 

~/4~ Phillip J. Goldberg 

PJG:wp 

cc: 	 L. Richard Mello 

Mary S. Hale 

lACCAC18.PJGc042193