From: nichols@spamcop.net
Sent: Wednesday, December 04, 2002 10:15 AM
To: rule-comments@sec.gov
Subject: Re: File No. S7-36-02



SEC Secretary Mr. Jonathan G. Katz
450 Fifth Street, NW
Washington, DC 20549

Dear SEC Secretary Mr. Jonathan G. Katz,

Re: File No. S7-36-02 

Dear Mr. Katz: 

I strongly support the SEC's proposed rule (S7-36-02)
to require mutual funds to disclose their proxy voting
policies and, most importantly, their actual proxy
voting decisions.  

I am sick of hearing flacks for the mutual fund industry
claim that we don't care how proxies are voted for
our 401Ks. I am outraged that these overpaid lobbyists
would presume to speak for me and countless other mutual
fund investors throughout the country. Moreover, I
think it's especially unethical for my mutual fund
to pretend that their proxy votes necessarily represent
my interests, which likely have less "invested" than
theirs in maintaining business relationships with portfolio
companies. 

Mutual fund companies have enormous power to shape
corporate governance to better protect investors from
the excesses of overpaid CEOs, entrenched boards of
directors and conflicted auditors. Unfortunately, mutual
fund managers also have a self-interest in rubber stamping
the decisions of portfolio companies to avoid disrupting
their business relationships.  

One fund in my employer's benefits package, Fidelity
Investments, is a good example. Although Fidelity generally
refuses to disclose its proxy votes, it did disclose
that it voted against a 1998 shareholder proposal calling
for a majority of independent directors at Tyco International,
a company that has paid Fidelity millions to administer
its employee benefit plans.  

Recently, nine Tyco board members voted not to re-nominate
themselves for election as directors next year amid
allegations of improper accounting practices and financial
wrongdoing by several top former executives. I question
whose interests Fidelity was promoting when it cast
its 1998 proxy vote. 

I expect my mutual fund company to cast its proxy votes--which
effectively belong to me and other mutual fund shareholders--so
as to protect and promote our interests regardless
of the impact that such votes could have on its client
relationships.  

Requiring mutual funds to disclose their proxy votes
in an easily accessible format is the only way that
we can evaluate whether Fidelity and other mutual fund
companies exercise their proxy voting authority to
promote our interests rather than to boost their own
bottom line. 

I strongly urge to SEC to adopt its proposed rule.



Sincerely,

Steven Nichols
204 E Meadow
Fayetteville, Arkansas 72701