From: Mary Ann McGivern [mmcgivern@cyberedge.net]
Sent: Tuesday, December 03, 2002 5:52 PM
To: rule-comments@sec.gov
Subject: File Numbers S7-36-02 and S7-38-02

Importance: High

December 3, 2002

Dear Sir or Ma'am:

I am a member of the Sisters of Loretto, active in shareholder calls to
corporate responsibility since 1977.

I urge you to adopt the new rules (File Numbers S7-36-02 and S7-38-02)
that would mandate disclosure of proxy votes and voting guidelines by
mutual funds and large investment companies, many of whom currently vote
in secret.

My own experience has been that directors feel burdened by their
responsibilities and power when they vote. Greater transparency would
actually lift that burden because open processes are more orderly and
routine than secret ones, less vulnerable to undue influence, and more
readily viewed objectively.

Mary Ann McGivern, SL
Sisters of Loretto
590 East Lockwood
St. Louis, MO 63119