From: frizzera@mosquitonet.com
Sent: Tuesday, November 26, 2002 3:46 PM
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,

Dear Mr. Katz: 

I am writing to express my strong support for 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.  

The proxie system is at the very hart of the small
independent investors confidence in our economic system.
 

I am discusted of representatives of the mutual fund
industry saying that fund investors don't care how
their funds vote proxies. I am a mutual fund investor
and I care. Moreover, I think it's improper for the
mutual fund industry to pretend to speak for investors
on the issue of proxy voting, since my interests as
an investor may differ from those of my mutual fund
company, which could maintain business relationships
with portfolio companies (read Arthur Anderson et al).
Mutual fund companies have enormous power to shape
corporate governance to better protect investors like
me from the consequences of overpaid CEOs, entrenched
boards of directors and conflicted auditors. Unfortunately,
mutual fund companies also have a self-interest in
voting with management to avoid disrupting their business
relationships.  

Fidelity Investments, the world's largest mutual fund
company, 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
investors can ensure that Fidelity and other mutual
fund companies exercise their proxy voting authority
to promote our interests rather than to boost their
own bottom line. 

As I watch my retirement accounts decrease in value,
while corporate execs get astronomical sums by corporate
manipulation, I fear for the stability of our economy
system and the security of our country. 

I strongly urge to SEC to adopt its proposed rule.



Sincerely,

KATHRYN FRIZZERA
PO BOX 81306
FAIRBANKS, Alaska 99708-1306