From:	Robert Rosofsky [Robert.Rosofsky@verizon.net]
Sent:	Tuesday, December 03, 2002 9:26 PM
To:	rule-comments@sec.gov
Subject:	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.  Such 
disclosure will bolster confidence in investing in equities.

I also applaud the Commission for requiring that funds and advisers disclose 
their actual votes, in addition to their guidelines and procedures. I, for one, 
am a shareholder in multiple funds that would like to see this information.  
Those who say that mutual fund investors do not want to review their funds' 
voting records obviously have not talked to the actual shareholders and have 
some selfish interests to protect.

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 better help to 
inform the owners of the funds, the shareholders, and would provide investors 
additional information for making their investment decisions.  It's very simple: 
more information is better; less information is bad.

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. When all mutual funds and investment advisers reveal how they 
cast proxy votes, enabling shareholders to know what is being done in their 
name, we can expect corporate governance and accountability to greatly improve.

Thank you for this opportunity to comment on the proposed rules, and for taking 
these important steps toward restoring investor confidence in the markets. 

Sincerely,
Robert Rosofsky
29 Waldo Road
Milton, MA 02130
Robert.Rosofsky@verizon.net