From: Yvonne Guerra [yguerra@altavista.net] Sent: Monday, November 04, 2002 3:37 PM To: rule-comments@sec.gov Cc: chairmanoffice@sec.gov Subject: (s7-36-02) Proxy Votes and William Webster Nomination Dear Chairman Pitt, RE: Proposed Rule 33-8131, Proxy Voting Records by Registered Management Investment Companies and RE: Endorsement of William H. Webster to Lead New Accounting Oversight Board I am writing in support of the SEC's proposed rule to require mutual fund companies to disclose how they vote on corporate proxy resolutions, which often deal with issues of concern to me. The recent wave of corporate scandals provides ample evidence that corporate America need greater transparency, responsibility and accountability. It is estimated that mutual funds, which represent about 90 million Americans, account for 20 percent of proxy votes at corporate shareholder meetings. As such, mutual funds can play a major role in insisting on more responsible behavior on the part of publicly traded companies. In the absence of public disclosure of proxy policies and proxy voting records, there is no way for me to know whether the manager of my mutual fund is acting in a manner that reflects my wishes. As a mutual fund shareholder, I want to know how my mutual fund is voting on issues related to executive pay, board make-up and independence, global warming and other environmental issues, worker rights, gender discrimination and other issues that matter to me. I want potential conflicts of interest exposed. I want to know what principles will guide the mutual fund in determining how it votes in corporate proxy contests. I believe that as an owner of a mutual fund, I am entitled to know how my proxy is being voted. I urge the SEC to stand up for investors and for corporate accountability and to vote in favor of the proposed proxy voting rule. The second issue that I wish to address is your most recent faux pax?the nomination of former CIA Director, William Webster to head the SEC?s new accounting oversight board. I am troubled by your recent action?that is, of failing to disclose crucial information about Mr. Webster to your fellow SEC commissioners. Is it not your job to ensure full disclosure by publicly held companies? Why did you not reveal that Mr. Webster had recently directed the audit committee of a company accused of defrauding investors? Nor did you share with others the fact that as chairman of the aforementioned audit committee, Mr. Webster, had agreed to the removal of the firm?s auditors after they had uncovered serious accounting violations and other problems. It all smacks of impropriety. Mr. Pitt please seriously consider your continued leadership of the SEC. In order to lead the SEC, in light of recent corporate finanacial scandals that have been injurious to so many people in our country, the organizaton?s board chairmanship must be above reproach and be steadfast in implementing necessary corporate reform. Your latest action is questionable in promoting the behavior that is required of your postion with the SEC. Sincerely, Yvonne Guerra 3009 W Ramona Road Alhambra CA 91803 -- __________________________________________________________ Sign-up for your own FREE Personalized E-mail at Mail.com http://www.mail.com/?sr=signup