From: Jeff Golden [jgolden@risingsun.org]
Sent: Sunday, December 01, 2002 9:38 PM
To: rule-comments@sec.gov
Subject: S7-36-02 Disclosure of Proxy Voting

Greetings Mr. Jonathan G. Katz,

I am writing regarding the "Disclosure of Proxy Voting Policies and Proxy 
Voting Records by Registered Management Investment Companies."

I strongly support this rule, as it seems do almost every one of those who 
have written you based on what I can see of those published on the 
website.  I am spurred to action out of concern not that the rule will not 
go into effect which seems critical given the strong support and the 
essential reasons behind the support, but rather to urge you to ensure that 
the rule that emerges is not watered down.

Mutual fund managers currently control approximately $2.66 trillion in 
funds, and the top 75 managers control 44% of the voting power at US 
companies.  Not only is it critical that investors have information about 
how managers are casting votes on their behalf, but there is a conflict of 
interest at play in how they currently vote.  There are massive fees coming 
their way when corporate executives award them 401(k) and pension funds to 
invest, yet as owners of such huge amounts of stock it is the managers' 
responsibility to hold incompetent or self-serving management accountable.

Fidelity, which owns 5.3% of Tyco's stock also received $2 million in 1999 
for its part in running Tyco's 401(k) plans.  Last year over 50% of 
Fidelity's $9.8 billion in revenues was generated by administering 401(k) 
plans and other employee benefit services for some 11,000 companies, 
including Philip Morris, Shell, Monsanto and Ford.

Mutual fund managers must be held accountable for how they cast their votes 
if we are to hope that those votes will be used to hold corporate 
executives accountable.  Disclosure of proxy voting policies and proxy 
voting records by registered management investment companies is an 
essential step to making this accountability to the public and investors 
possible.

I applaud the SEC for proposing this rule and urge you to adopt it and to 
be strict in how it is adopted and implemented.

Thank you for your attention.

Regards,
Jeff Golden
24 Garden Street, #6
Rhinebeck, NY  12572