From: Bruce VanDusen [vze2kkkn@verizon.net]
Sent: Sunday, December 01, 2002 9:37 PM
To: rule-comments@sec.gov
Subject: File No. S7-36-02

Dear SEC rulemakers:

As a small investor with quite a few years of experience reading proxy
statements and voting on shareholder issues, I am amused to learn from
your own description that you think the "time has come" for added
transparency in the issue of proxy statements and voting.
    The time been here for years, only not until recently have you begun
to listen to anyone except the corporate CEOs, their lobbyists, and the
investment bankers who take you to lunch to assure you that everything
is just fine, really, just fine.
    "Full and fair disclosure" also seems to have a nice ring to it
these days, almost as if ordinary investors have not been pleading for
it for a generation.

    Yes, I strongly favor the adoption of this new rule and suggest
there is nothing the SEC can do in the area of corporate finance that is
more important than empowering individual shareholders to make their
voices heard in the boardrooms. Corporate CEOs do not like well-informed
investors who have to power to vote any more than politicians like
voters who know the truth about the deals they made during a mark-up
session. Informed investors are dangerous to health of people who thrive
on secrecy and deception.

    In my lifetime, I have seen the American investor charmed and
cajoled into buying stock with the argument that to do so is to become a
decision making owners of industry. In fact, over the years corporations
have progressively limited those shareholders as to the sorts of
decisions they may make and always try to avoid shareholders learning
about conflicts of interest and self-dealing by insiders until it is too
late.

    More to the point of this rule, the rise of mutual funds has
broadened the base of citizen shareholding, but at a very high price --
the shareholders have given up their right to vote on the management of
their companies. Now the mutual fund managers have reserved to
themselves the right to (1) vote on all issues and (2) keep those votes
secret from their clients, the shareholders. We may have a lot more
shareholders with a stake in the American economy, but now they know
less than ever about what is happening to their money.  If the investor
is supposed to be the one the rules are designed to serve, existing
rules simply don't do the job.

    How can an investor in a fund managed by The Vanguard Group know
that a fund manager is looking out for his best interest?  Right now,
blind faith is all he has.  This rule will substitute for that week reed
a legal obligation to record and publish for the benefit of shareholders
the policies that supposedly guide proxy voting and the votes
themselves. I believe the net effect will be to make Vanguard's
personnel far more attentive to what their shareholders expect , and
individual companies far more cautious about what they ask their
shareholders to swallow.

    I am sure opponents of this proposed rule will say it is
unnecessary, that it will require more paperwork, etc.  It is a general
rule of public life, however, that information is power. This rule will
diminish the power to operate without accountability by forcing useful,
important information now held by a few to be shared with those who, at
least in theory, matter most -- invididual shareholders like me.

     Bruce B. VanDusen
    115 Voorhees Ave.
    Pennington, NJ 08534