From: dmitchell@aflcio.org
Sent: Tuesday, December 03, 2002 6:28 PM
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: 

Please record my strong support for the SEC's proposed
rule (S7-36-02) to require mutual funds to disclose
their proxy voting policies and decisions.  

I am a mutual fund investor. In this era of eroding
consumer and investor confidence, I believe that it
is crucial that the SEC reinforce the integrity of
the markets by regulating transparency. I find it unsettling
to think that my funds could be propping up corporate
behavior that is destructive, and disturbing that mutual
fund companies would refuse to disclose whether that
is the case. Either they do not trust investors to
understand their decision-making, which is disrespectful
to say the least, or they have something to hide. In
either event, the SEC should regulate this basic standard.
 

Mutual fund companies have enormous power to shape
corporate governance to better protect investors like
me from the consequences of overpaid CEOs, entrenched
boards of directors and conflicted auditors. Unfortunately,
mutual fund companies also have a self-interest in
voting with management to avoid disrupting their business
relationships.  

Fidelity Investments, the world's largest mutual fund
company, is a good example. Although Fidelity generally
refuses to disclose its proxy votes, it did disclose
that it voted against a 1998 shareholder proposal calling
for a majority of independent directors at Tyco International,
a company that has paid Fidelity millions to administer
its employee benefit plans.  

Recently, 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 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 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.

Thank you. 



Sincerely,

Denise Mitchell
3207 Morrison Street, N.W.
Washington, District of Columbia 20015