Page 1 of Goldman Sachs Group, Inc.'s 2004 Proxy Statement, under the
section entitled "Broker Authority to Vote," refers to "other
subsidiaries or affiliates of Goldman Sachs who are NYSE member
brokers" collectively as "GS&Co."  It also states that "it is NYSE
policy that, due to GS&Co.'s relationship with Goldman Sachs, if G&Co.
does not receive voting instructions regarding shares held by it in
street name for its customers, it is entitled to vote these shares
only in the same proportion as the shares represented by votes cast by
all shareholders of record with respect to each such matter."  My
question is what "NYSE policy" requires this type of proportional
voting?  I believe that this type of voting is sometimes referred to as "mirror
voting" or "echo voting," but I cannot figure out which rule or policy requires
it.

Hello frustrated&,

At the outset, I should emphasize the disclaimer at the bottom of this
page, which indicates that answers and comments on Google Answers are
general information, and not intended to substitute for informed
legal, investment, or other professional advice.

For your convenience, here is the relevant portion of the proxy
statement that you have quoted:

"Proxy Statement for the 2004 Annual Meeting of Shareholders -- Introduction"
The Goldman Sachs Group, Inc.
http://www.gs.com/our_firm/investor_relations/financial_reports/docs_2004proxy/03-intro.html

My research indicates that the following authorities are the New York
Stock Exchange (NYSE) policy to which this proxy statement refers:

* * *

Proportionate voting for auction rate preferred securities

Notwithstanding any other provision of Rule 452, a member organization
may vote auction rate preferred securities * with auction reset
periods of one year or less in proportion to the voting instructions
received from holders of the same class (or of the same series where
the item must be voted upon separately by each series), in accordance
with the provisions established below:

(1) It has transmitted proxy soliciting material to the beneficial
owner of the auction rate preferred securities or to the beneficial
owner's designated investment adviser in accordance with Rule 451
[¶2451], and

(2) It has not received voting instructions from the beneficial owner
or from the beneficial owner's designated investment adviser, by the
date specified in the statement accompanying such material, and

(3) A minimum of 30% of the outstanding shares of the same class or
series (where a series vote may be required) has been voted by
preferred security holders, and

(4) Less than 10% of the outstanding shares of the same class or
series (where a series vote may be required) voted against the
proposal, and

(5) For any proposal as to which both the common and preferred holders
vote as a single class. Proportional voting will not be allowed unless
common shareholders approve the proposal, and

(6) A majority of the independent directors of the issuer's board of
directors approved the matter, and

(7) Adequate disclosure of proportional voting has been provided to
beneficial holders.

* * *

"NYSE Constitution and Rules -- Rule 452. Giving Proxies by Member
Organization" [Supplementary Material .12]
NYSE
http://www.nyse.com/Frameset.html?displayPage=http://rules.nyse.com/NYSE/Help/Map/rules-sys570.html

"Listed Company Manual -- 402.00 Proxies -- 402.08 Giving a Proxy to
Vote Stock" [subsection (C)] (Last Modified 06/30/2003)
[Note: It appears to contain the same wording as Supplementary
Material .12 to Rule 452 except for minor difference in subsection
(C)(5)]
NYSE
http://www.nyse.com/Frameset.html?displayPage=/lcm/1078416930477.html?archive=no

Notice that this text is not part of the rule itself, but rather part
of the supplementary material, as well as a section of the Listed
Company Manual.  That seems to be the reason why the proxy statement
you have cited describes these provisions as "NYSE policy," rather
than an NYSE rule.

I have found other proxy statements that refer to "Rule 452" in this
context, instead of "NYSE policy":

"Joint Proxy Statement" (October 21, 2003) [page 3 of proxy statement,
which is page 7 of PDF file]
Nuveen Investments
http://www.nuveen.com/etf/WEB_Files/Closed-End%20Exchange-Traded%20Funds/C80065A.pdf

"Joint Proxy Statement" (June 17, 2003) [page 2 of proxy statement,
which is page 6 of PDF file]
Nuveen Investments
http://www.nuveen.com/etf/web_files/Closed-End%20Exchange-Traded%20Funds/ETF%20MN.pdf

A recent news item mentioned "NYSE Rule 452 (the 'broker may vote'
policy)."  Here one can see a reference to both the "rule" and the
"policy" in the same line.  I believe this is because this policy
appears in the supplemental material to the rule.

"Council News" (May 13, 2005)
Council of Institutional Investors
http://www.cii.org/news/051505_council_testifies.htm

I believe that the foregoing should be a sufficient answer.  However,
if you need clarification, please let me know.

- justaskscott


Searched Google and/or NYSE for following terms, individually or in
various combinations:

nyse
rule
rules
policy
policies
"nyse policy"
"same proportion"
proportion
proportional
proportionate
"rule 452"
402.08

[I tried other search terms as well, but I believe that the ones I
have mentioned were most productive.]