From: JimWagner@safe-mail.net Sent: Tuesday, November 12, 2002 4:38 PM To: rule-comments@sec.gov Subject: File No. S7-36-02 Dear SEC Secretary, We are 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 us. The recent wave of corporate scandals provides ample evidence that corporate America need 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 us to know whether the managers of our mutual funds are acting in a manner that reflects our wishes. As two mutual fund shareholders, we want to know how our mutual funds are voting on issues related to executive pay, board make-up and independence, global warming and other environmental issues, worker rights, gender discrimination and other issues that matter to us. I *** We want potential conflicts of interest exposed. *** We want to know what principles will guide the mutual fund in determining how it votes in corporate proxy contests. *** We believe that as two owners of mutual funds, we are entitled to know how our proxys are being voted. *** We urge the SEC to stand up for investors and for corporate accountability and to vote in favor of the proposed proxy voting rule. Jim and Virginia Wagner 4897 East Walnut Street Westerville, Ohio 43081-9610