From: Frank Stein [frankstein@earthlink.net]
Sent: Tuesday, December 03, 2002 8:56 AM
To: rule-comments@sec.gov
Subject: File No. S7-38-02

I have my entire retirement savings invested in Mutual Funds with 
a very large investment firm. Unfortunately, this firm also derives
substantial income from fees for managing pension funds for public 
corporations in which they also have major holdings. 

Both for individual client mutual fund shareholders like myself as 
well as employees covered by those pension plans, this poses a 
potentially serious conflict of interest. My preference would be 
that firms like Fidelity and Vanguard not be allowed to earn fees
from public corporations in whom they invest as this is in conflict 
with their fiduciary responsibility to their clients. As an absolute
minimum however, their proxy votes must be made visible. Understanding 
the administrative work involved, especially with broad based funds, 
exemptions to this reporting could be made when holdings for the year 
never exceed 1/2 of 1% of outstanding voting shares and for mutual 
fund companies that do not manage pension funds for public corporations.

I look forward to the SEC's aggressive protection of mutual fund 
shareholders like myself by allowing us to see how our investments 
voting rights are handled. 

Thank you for the opportunity to address this subject with you.

Frank Stein
37 Leach Ave.
Park Ridge, NJ 07656