Sent: Sunday, November 03, 2002 5:24 PM
Subject: File No. S7-36-02


Dear SEC Secretary,

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.

     Of particular concern to me is the fact that major
funds also manage the 401k programs for the companies they
invest in.  As was evidenced by the recent accounting
scandals where the accounting firms slanted their opinions
in order to retain consulting business, or the Wall Street
problems with analyst recommendations being slanted to
assure major underwritting opportunities, the relations
between mutual fund managers and companies opens similar
opportunities for problems.

    In the absence of public disclosure of proxy policies
and proxy voting records, there is no way for me to know
whether the manager of my mutual fund is acting in a manner
consistent with acceptable ethics.  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,etc.  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 a mutual fund, 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.


William Sheeran

9 Chelsea Park

Pittsford, NY
14534