From: Randolph (Ron) Colton [rcolton@seanet.com]
Sent: Friday, September 20, 2002 6:20 PM
To: rule-comments@sec.gov
Subject: (S7-36-02) Press Release 2002-139 (Disclosure of Proxy Voting 
by Mutual Funds and Investment Advisors)

9/19/2002 MS Word
To US Securities & Exchange Commission

As an investor through the intermediary of Mutual Funds, I strongly support 
your proposed rule requiring "Disclosure of Proxy Voting by Mutual Funds and 
Investment Advisors". Regardless of the excuses offered be Mutual Funds and 
Investment Advisors to the contrary, there is nothing better than management 
having to reveal their voting behavior to their current and prospective 
customers. From the shareholder's perspective it is worth the effort.

In my view, "secrecy" invites collusion and back scratching between the proxy 
voters of ownership shares and the management of companies whose issues are 
being voted upon. Secrecy, allows the  proxy voter to lose sight of the 
distinction that can exist between the interests of the small or individual 
investor and the interests of the mutual fund management of a potentially 
influential institution.

For example, disclosure of proxy votes approving excessive executive compensation 
packages that drain away many millions of dollars from company: capital investment 
pools, R&D funding, debt repayment capacity, or shareholder dividends is hardly 
in the interests of the mutual fund share owner.

Yet, in secrecy, mutual fund managers have gone along with these excess compensation 
packages for years. The Proxies have not said, "NO, you make enough. Now it's the 
owners turn for compensation from the earnings of the company".

As owners, mutual fund proxies should be insisting on share owner compensation in 
some form such as: generating increased company competitive advantage through the 
application of earnings to the creation of technical, financial, and operational 
strength. Just maybe, mutual fund proxies could insist on the use of some earnings 
for the payment of cash dividends to shareholders who have their investment capital 
at risk.

Please, stay with your proposed rule and get it done!

Sincerely,

Randolph M. Colton,   MBA
30168, 25th Avenue SW
Federal Way, WA 98023