From: jkamighi@msn.com
Sent: Thursday, December 05, 2002 10:44 AM
To: rule-comments@sec.gov
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: 

This letter is comprised of views endorsed by the socially responsible 
mutual funds that I invest in and in part includes my own personal views. 
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. I disagree with 
those who say that most mutual fund investors do not want to review their 
funds' voting records, and will not use this information to inform their 
investment decisions. Of course there are many people who do not wish to 
have a voice in anything. They don't even want to read articles about 
candidates for election as President, but this does not absolve candidates 
from disclosing their views. Rather than encourage apathy, we should attempt 
to reverse it. And for those who do want to know, closing off this source 
of information, solidifies the curtain surrounding the financial world- a 
curtain that has not shielded it completely- has it? Voting guidelines 
provide valuable information, but voting records will provide true 
accountability. 

The rules are a major step forward in providing greater transparency to 
investors 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. 

Mutual funds and advisers have enormous potential to shape corporate 
governance and social policies at portfolio companies. Yet since the 1970s, 
fund participants and regulators have noted a tendency among mutual funds 
and advisers to automatically vote with management, wondering whether this 
tendency was influenced in part by a desire to win profitable 401(k) and 
other business from companies where proxies are being cast. It is time these 
potential conflicts of interest were addressed. 

Public disclosure of proxy-voting policies and practices would pressure fund 
managers and advisers to refrain from unilateral rubberstamping of 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 also require 
fund shareholders to be informed when fund managers vote counter to established 
voting guidelines. 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, 

janet kestenberg Amighi