From: andrewtpetersen@yahoo.com Sent: Thursday, December 05, 2002 8:53 AM 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 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. Mutual fund companies have enormous power to shape corporate governance to better protect investors like me. Unfortunately, mutual fund companies also have a self-interest in voting with management to avoid disrupting their business relationships. It is for this purpose I would like my opinion heard. Fidelity Investments, the world's largest mutual fund company, is a good example. As you may know Fidelity generally refuses to disclose its proxy votes, although it did disclose that it voted against a 1998 shareholder proposal calling for a majority of independent directors at Tyco International. Tyco paid Fidelity millions to administer its employee benefit plans. As you know 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 would 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 si not only a great idea it 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, andrew t petersen 8047 s. dover st Littleton, Colorado 80128