From: robspach@hotmail.com Sent: Friday, November 08, 2002 7:59 PM To: Rule-Comments Subject: FILE NUMBER S7-36-02 and S7-38-02 Re: File Numbers S7-36-02 and S7-38-02 Mr. Jonathan G. Katz, Secretary Securities and Exchange Commission 450 Fifth Street NW, Washington, DC 20549-0609 Dear Secretary Katz: I am writing in support of the Securities and Exchange Commission's recently proposed rules regarding proxy voting disclosure by mutual funds and investment advisers, File Numbers S7-36-02 and S7-38-02. As a mutual fund investor, I believe that these measures when passed will bolster confidence in the equity markets. I strongly support the recommendations set forth in these proposed rules. I applaud the Commission for requiring that funds and advisers disclose their actual votes, in addition to their guidelines and procedures. I disagree with those who say that mutual fund investors do not want to review their funds' voting records, and will not use this information to inform their investment decisions. While voting guidelines provide valuable information, voting records will provide true accountability. The rules are a major step forward in providing greater transparency to investors, like myself, whose proxy assets are held in mutual funds or entrusted to investment advisers. The SEC is making a clear statement that proxy voting is a fiduciary duty and should be exercised with the best interests of fund holders in mind. Since I am socially conscious investor, I feel that my concerns and interests -- and those of investors like myself -- will therefore more likely be taken into account when votes are cast. Public disclosure of proxy-voting policies and practices would pressure fund managers and advisers to refrain from casting votes which simply rubberstamp management's decisions, and would provide investors additional tools to distinguish among funds in the market. Indeed, the proposed rules would not only help investors identify those funds and advisers that carefully examine proxy proposals before voting on them, but also those who emphasize strong corporate governance or high standards of corporate social responsibility. The rules would pressure these fiduciaries to take their voting duties more seriously, and would surely benefit investors. These rules will provide me with an opportunity to identify mutual funds and investment advisers who take their voting responsibilities seriously so that I can ensure that my investments are helping to support greater corporate accountability. Engaged proxy voting can help improve corporate governance and encourage greater social and environmental responsibility. When all mutual funds and investment advisers reveal how they cast proxy votes, enabling shareholders to know what is being done in their name, we can expect corporate governance and accountability to greatly improve. Thank you for this opportunity to comment on the proposed rules, and for taking these important steps toward restoring investor confidence in the markets. Sincerely, The Rev. Robert C. Spach 217 Crescent Drive Davidson, NC 28036