To: Public File
From: Commissioner Cynthia A. Glassman
Date: January 21, 2002
Re: File No. S7-36-02: Disclosure of Proxy Voting Policies and Proxy Voting
Records by Registered Management Investment Companies

On January 21, 2003, David Weinstein and Eric Roiter, Esq., on behalf of Fidelity Investments, telephoned Commissioner Cynthia A. Glassman to discuss the their objections to the above-referenced rule proposal. Consistent with Fidelity's comment letter on the proposal, they stated that the proposal would impose significant costs and burdens on funds - in the absence of demonstrated interest in proxy voting on the part of investors or substantial benefit to investors

They proposed that the Commission go forward with rules requiring mutual funds to prepare and maintain policies and procedures on proxy voting, but defer consideration of a requirement for the disclosure of actual proxy votes pending further study and analysis.