From: edgeisler@attglobal.net
Sent: Monday, October 28, 2002 11:11 AM
To: rule-comments@sec.gov
Cc: George Allen; John Warner; Tom Davis
Subject: File NO. S7-36-02

Mr. Jonathan Katz
Secretary, Securitees and Exchange Commission

Dear Mr. Katz;
To date, I have been extremely disappointed in the efforts of Mr. Pitt 
and the SEC to strengthen laws and rules of conduct with respect to 
independent auditors, stock brokers, investment banks, corporate 
management, corporate boards of directors, and mutual fund managers. 
 The need for the utmost integrity on the part of all these groups, and 
the individuals comprising them, and the rules and laws controlling 
their conduct and accountability, cannot and must not be underestimated 
in restoring investor confidence in the stock market.  If an error is 
made it should be on the side of raising the bar too high, not on the 
side of doing too little to correct the egregious conduct of these 
groups over the past decade.

Accordingly, I am writing in support of the SEC's proposed rule to 
require mutual fund companies to disclose how they vote on corporate 
proxy resolutions, which often deal with issues of concern to all 
investors.  The recent wave of corporate scandals provides ample 
evidence that corporate America needs greater transparency, 
responsibility and accountability.  It is estimated that mutual funds, 
which represent about 90 million Americans, account for 20 percent of 
proxy votes at corporate shareholder meetings. As such, mutual funds can 
play a major role in insisting on more responsible behavior on the part 
of publicly traded companies.
 
In the absence of public disclosure of proxy policies and proxy voting 
records, there is no way for we investors to know whether the managers 
of our mutual funds are acting in a manner that reflects our wishes.  
Witness the presence of a mutual fund manager on the Board of Directors 
of Enron.  Was he acting in the best interests of his Fund, his personal 
interest, or the interest of his Fund investors? As a mutual fund 
shareholder, I want to know how my mutual fund is voting on issues 
related to executive pay, board make-up and independence, environmental 
issues, worker rights, retirement plans, gender discrimination and other 
issues that may matter to me.  I want potential conflicts of interest 
exposed.  I want to know what principles will guide the mutual fund in 
determining how it votes in corporate proxy contests.

I believe that as an owner of mutual fund shares, I am entitled to know 
how my proxy is being voted. I urge the SEC to stand up for investors 
and for corporate accountability and to vote in favor of the proposed 
proxy voting rule.

It is in your interest as well.  If there is no market for stocks, there 
is no need for an SEC.  Your responsibility is to the individual 
investor, not to the groups noted above.  As public servants, start 
doing your job!  Thank you.

Edwin B. Geisler