From: harrycarlson1@juno.com
Sent: Wednesday, November 06, 2002 9:49 PM
To: rule-comments@sec.gov
Subject: File No. S7-36-02



Dear SEC Secretary,

   The SEC's proposed rule to require mutual fund companies to disclose how they 
vote on corporate proxy resolutions is important to me. The recent wave of corporate 
scandals provides ample evidence that corporate America needs greater transparency, 
responsibility and accountability. Mutual fund managers can play a major role in 
insisting on more responsible behavior on the part of publicly traded companies.
 
In the absence of public disclosure of proxy policies and proxy voting records, 
there is no way for me to know whether the manager of my mutual fund is acting in 
a manner that is not in conflict with my interest. As a mutual fund shareholder, 
I want to know how my mutual fund is voting on issues related to executive pay, 
board make-up and accounting policy and procedure. I want potential conflicts of 
interest exposed.  I want to know what principles will guide the mutual fund in 
determining how it votes in corporate proxy contests. 

   I urge the SEC to vote in favor of the proposed proxy voting rule.


H. Carlson

497 Dunbar Road

Windsor, NY 
13865