Comments on File No. S7-36-02From: Jones, Gary (HOU) [Gary.Jones@state.ma.us]
Sent: Friday, December 06, 2002 11:17 AM
To: rule-comments@sec.gov
Subject: Comments on File No. S7-36-02

December 6, 2002

Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D. C. 20549-0609

RE:  File No. S7-36-02

Dear Mr. Katz:

        I support very strongly the Security and Exchange Commission’s new 
rules regarding disclosure of policies and the actual voting of proxy 
statements by investment management companies and mutual funds.  I am the 
treasurer of four public and non-profit entities as well has having been 
a small individual investor for forty four years.  I asked our financial 
advisor what their policy and the policies of the mutual funds we own 
regarding voting the proxy statements for the companies they are beneficial 
are beneficial owners.  They never responded with an answer.  I take this 
to mean there is no policy or at least one they want to disclose.

        Your new rules would require registered investment advisors to 
adopt and implement written policies and procedures designed to ensure 
that proxies are voted in the best interests of their clients.  They would 
be required to disclose these policies to their clients.  The actual proxy 
votes would be available to their shareholders upon their request.  Mutual 
funds would be required to disclose in their annual and semi-annual reports 
to shareholders any proxy votes inconsistent with its proxy voting policies 
and procedures.

        As a member of four boards of public and non-profits I have a 
fiduciary duty and responsibility to those people who give us their money.  
I am also an individual investor.  The investment advisors and the mutual 
funds have a fiduciary responsibility to represent their shareholders 
interest.  The only way we can be sure they are in fact doing that is by 
knowing how they vote the proxies we own although they are holding the 
shares.  

        These simple rules changes will give me the knowledge and I hope 
the chance to affect how and why our investment advisors and mutual funds 
vote their proxies.  Some of us are not interesting in investing for the 
highest return.  We are concerned about the moral, social, and ethical 
standards our advisors and mutual funds bring to the voting they do 
representing us.  We know how our legislator’s vote.  I think we are 
entitled to know on what basis and how those to whom we entrust our funds 
represent us.  Now we are in the dark and only good will come from bringing 
these secret votes out into the open.

        Thank you for proposing these changes and for the opportunity to 
comment.  I think these are some of the most important changes you could 
make.  My prayer and hope is you in fact implement them.

                                Yours truly,

                                Gary D. Jones
                                70 Francis Street
                                Brookline, MA 02446
                                617-731-1611
                                garymarsh@earthlink.net