From: giordono@sloan.mit.edu Sent: Friday, November 08, 2002 4:19 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. As a mutual fund investor, I congratulate the Commission for instituting meaningful disclosure that will surely bolster confidence in the equity markets, and strongly support the recommendations set forth in these proposed rules. I also applaud the Commission for requiring that funds and advisers disclose their actual votes, in addition to their guidelines and procedures. 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. 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. Indeed, the proposed rules would not only help investors identify those funds and advisers that carefully examine proxy proposals before voting on them, but also those who emphasize strong corporate governance or high standards of corporate social responsibility. The rules would also require fund shareholders to be informed when fund managers vote counter to established voting guidelines. The rules would pressure these fiduciaries to take their voting duties more seriously, and would surely benefit investors. These rules will provide me with an opportunity to identify mutual funds and investment advisers who take their voting responsibilities seriously so that I can ensure that my investments are helping to support greater corporate accountability. Engaged proxy voting can help improve corporate governance and encourage greater social and environmental responsibility. Thank you for this opportunity to comment on the proposed rules, and for taking t hese important steps toward restoring investor confidence in the markets. Sincerely, Mark Giordono Mark Giordono