Re: File Numbers S7-36-02 and S7-38-02From: MattesD@AndoverControls.com Sent: Monday, December 02, 2002 8:59 AM To: rule-comments@sec.gov Subject: Re: File Numbers S7-36-02 and S7-38-02 Re: File Numbers S7-36-02 and S7-38-02 Mr. Jonathan G. Katz, Secretary Securities and Exchange Commission 450 Fifth Street NW, Washington, DC 20549-0609 Dear Secretary Katz: I am writing in support of the Securities and Exchange Commission's recently proposed rules regarding proxy voting disclosure by mutual funds and investment advisers, File Numbers S7-36-02 and S7-38-02. I am an investor in both mutual funds and common stocks. When I receive a proxy statement from a company whose stock I own, I carefully consider the proposals prior to voting. The fiduciaries who manage my mutual fund investments are far better equipped by profession and experience to evaluate proxy proposals than am I. That's why I invest in their mutual fund. I expect them to vote responsibly. It follows then that, as an investor, I should have the right to evaluate their votes and assure myself that my mutual fund management is acting in my best interest. Following recent corporate scandals, stockholders are holding managements even more accountable. The mutual fund management companies that act as my fiduciary also compete for pension fund management service from the very companies whose stocks they buy when they act for me and other investors. This is a conflict of interest. Investors have a right to know whether shares held in their mutual funds are voted in their interest or the interest of the mutual fund manager. Full disclosure would permit each investor to make an informed decision as to whether the managers are acting responsibly. Investors care about proxy votes. The facts that these votes are sometimes close is evidence of that. Many of the most controversial proxy proposals relate to takeovers, anti-takeover bylaws and stock option programs. These are important issues. Corporate boards have clear conflicts of interest on these issues. That's why it's so important that shareholders are informed and active. The current situation, where a high percentage of shares are voted by unaccountable investment managers, should change. Thank-you for the opportunity to comment. I urge you to enact S7-36-02 and S7-38-02. Donald A. Mattes 35 Miller Hill Road Dover, MA 02030 email: http://DonMattes@alum.mit.edu ------------------------------------------------------------------------------------------------------------------------------------------------------------ Notice: This e-mail message, together with any attachments, contains information of Andover Controls Corporation and or Andover Controls LTD. which may be confidential, proprietary, copyrighted and/or legally privileged. This Email is intended solely for the use of the individual or entity named on the message. If you are not the intended recipient, and have received this message in error, please immediately return this by e-mail and then delete it. ==============================================================================