From: PRyan101@aol.com
Sent: Wednesday, January 15, 2003 11:24 AM
To: rule-comments@sec.gov
Subject: Mutual Funds need tough disclosure rules (s7-36-02)

Dear Commissioner;

This AM on CNBC the current President of Vanguard stated that he, 
and he alone, in his fiduciary capacity, can determine how and for 
what to vote corporate proxies and shareholders should not interfere 
and the SEC should not approve any policy change. By the way, the 
founder of Vanguard disagrees (Jack Boggle). 

I urge you to mandate that all Mutual funds disclose how they vote 
any proxy, state the reasons for the vote, disclose any conflicts 
between the Mutual funds management and the companies management. 
Also were any "independent" group(s) consulted with to determine the 
vote and has any pressure group written to "demand" a vote one way or 
the other and did these groups influence the outcome? 

. In addition, just like corporations, mutual funds must give full 
disclosue..(ie. salaries, bonuses, consulting arrangements, investment 
policies, accounting disclosure, directors have reviewed the accounting , 
legal, compensation and other governance issues.
. 
Mutual funds are the fiduciary of the investors money and  shareholders 
must be treated with respect. Too often in the past, mutual fund management 
deferred from any criticism as they chose not to offend a company for fear 
that they would be cut off from information and new deals. This cozy 
relationship must stop, mutual funds are the first line of defense in the 
war for corporate transparency. 

Please institute tough disclosure rules.

God Bless America

Pete Ryan