From: rustybws@pacbell.net
Sent: Tuesday, December 03, 2002 6:59 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,

Re: File No. S7-36-02 

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.  

I have a lot of money invested in mutual funds and
it surprised me to find out that I currently have no
way of knowing how they vote. No wonder the ordinary
citizen has trouble holding corporations accountable!

I am tired of hearing representatives of the mutual
fund industry say 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. 

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. 

I strongly urge to SEC to adopt its proposed rule.



Sincerely,

Marilynn Smith
1598 Hillmont Ave
San jose, California 95127