From: wsb2001@adelphia.net
Sent: Thursday, December 05, 2002 3:27 PM
To: rule-comments@sec.gov
Subject: FILE NUMBER S7-36-02 and S7-38-02
Re: File Numbers S7-36-02 and S7-38-02 

Mr. Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street NW, 
Washington, DC 20549-0609 

Dear Secretary Katz: 

I am writing in support of the Securities and Exchange Commission's recently 
proposed rules regarding proxy voting disclosure by mutual funds and investment 
advisers, File Numbers S7-36-02 and S7-38-02. We need more transparency in 
every government and business activity, and the type of disclosure required 
by these rules are very important Of equal importantce is the requirement 
that funds and advisers disclose their actual votes along with their guidelines 
and procedures. I disagree with those who say that mutual fund investors do 
not want to review their funds' voting records, and will not use this information 
to inform their investment decisions. Voting guidelines provide valuable 
information, but voting records will provide true accountability. The rules 
are a major step forward in providing greater transparency to investors whose 
proxy assets are held in mutual funds or entrusted to investment advisers. The 
SEC is making a clear statement that proxy voting is a fiduciary duty and should 
be exercised with the best interests of fund holders in mind. Corporate governance
needs a major overhaul, and mutual funds and advisers have the potential to do 
that. Public disclosure of proxy-voting policies and practices would pressure 
fund managers and advisers to refrain from unilateral rubberstamping of 
management's decisions, and would provide investors additional tools to 
distinguish among funds in the market. The proposed rules would help both 
investors identify funds and advisers that examine proxy proposals before voting 
on them, and those emphasizing high standards of corporate social responsibility. 
The rules would also require shareholders to be informed when fund managers vote 
counter to established voting guidelines. Thank you for this opportunity to comment 
on the proposed rules, and for taking these important steps toward restoring investor 
confidence in the markets. 

Sincerely, 

Wanda S. Ballentine 
1195 Sylvania Rd. 
Cleveland Heights, OH 44121-2523