From: Bill Smith [bsmithiowa@southslope.net] Sent: Thursday, October 03, 2002 3:54 PM To: rule-comments@sec.gov Subject: S7-38-02 To: Securities and Exchange Commission RE: Proxy Voting by Investment Advisers I am in favor of your proposed rule, File No. S7-38-02. I receive several proxy forms each year from Vanguard and Fidelity that I dutifully review, fill out, and return. I never hear the results of the overall voting and I feel like I am wasting my time. I believe most people do not even return the proxies because of the lack of feedback and other reasons. The proxy forms just give the company viewpoint on the items to be voted on. I would like to see independent forums for the discussions of the issues in the proxies. The internet would be a great way to accomplish t his. Sincerely, William J. Smith 1602 Sunrise Dr. NE Solon, IA 52333