From: BolandDave@aol.com Sent: Wednesday, December 04, 2002 10:59 AM To: rule-comments@sec.gov Subject: File No. S7-38-02 Investors absolutely have right to know how their shares/proxies are voted by mutual funds' managers. It's our money NOT theirs. I don't believe for a second that fund managers represent shareholders' interests in their voting. If they did, they would take out full-page ads announcing how they voted and why. Even worse, the large holdings by mutual funds and pension funds make the voices of individual investors largely irrelevant in proxy voting. I vote on my 200 shares of a company. Fidelity votes on 20 Million shares of the same company (with some of MY money in "their" shares) and steadfastly refuses to tell me how those shares were voted. Outrageous! These fund manages approved all of the ridiculous pay packages, stock options and perqs that have come to represent the excesses of the 90's and they have the stones to suggest that investors should continue to trust them. If confidence is ever going to be restored to the equities (talk about a misnomer!) market, investors must have a whole lot more disclosure from ALL market participants. Dave Boland Washington Crossing, PA