From: broker@nandomail.com
Sent: Sunday, November 10, 2002 10:22 PM
To: Rule-Comments
Subject: FILE NUMBER S7-36-02 and S7-38-02
Re: 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 and 
person who is always looking for ways to expand the sharing of information, I 
would like to thank the Commission for proposing meaningful disclosure. 

I also commend the Commission for requiring that funds and advisers disclose 
their actual votes, in addition to their guidelines and procedures. I strongly 
disagree with those who say that mutual fund investors do not want to review 
their funds' voting records, and will not use this information to inform their 
investment decisions. Voting guidelines provide valuable information, but 
disclosure of voting records will provide true accountability. 

The rules are a major step forward in providing greater transparency to investors 
like me whose assets are held in mutual funds or entrusted to investment advisers. 
The SEC is making a clear statement that proxy voting should be exercised with the 
best interests of fund holders in mind. Some fund holders might consider different 
investments if they did not agree with their funds proxy voting philosophy. 

Mutual funds and advisers have enormous potential to shape corporate governance 
and social policies at portfolio companies. Yet since the 1970s, fund participants 
and regulators have noted a tendency among mutual funds and advisers to automatically 
vote with management, wondering whether this tendency was influenced in part by a 
desire to win profitable 401(k) and other business from companies where proxies are 
being cast. It is time these potential conflicts of interest were addressed. 

Public disclosure of proxy-voting policies and practices would pressure fund managers 
and advisers to refrain from unilateral rubberstamping of management's decisions, and 
would provide investors additional tools to distinguish among funds in the market. The 
proposed rules would not only help investors identify those funds and advisers that 
carefully examine proxy proposals before voting on them, but also those who value 
strong corporate governance and/or high standards of corporate social responsibility. 
The rules would also require fund shareholders to be informed when fund managers vote 
counter to established voting guidelines. The rules would force these fiduciaries to 
be accountible for their votes. Thus, the rules can only help investors. 

These rules will provide me with an opportunity to identify mutual funds and investment 
advisers who use their voting responsibilities in a way that I can feel that my investments 
are helping to support greater corporate accountability. Engaged proxy voting can help 
improve corporate governance and encourage greater social and environmental responsibility. 
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. 

Sincerely, 

Bruce Broker