From: George Ritzlin [george@fsi.net]
Sent: Friday, December 06, 2002 12:18 PM
To: rule-comments@sec.gov
Subject: S7-38-02 

Gentlemen:
 
I wish to comment on proposed Rule S7-38-02 with respect to mutual 
fund reporting of proxy votes. 
 
My name is George Ritzlin.  I am the owner of a small mail-order 
business.  I was formerly a practicing CPA, and I have an MBA in 
finance.  I have been an investor in stocks and mutual funds for 
approximately forty years.
 
I strongly support the requirement that mutual funds promptly report 
their proxy votes.  Mutual fund management has a primary duty to 
shareholders in its funds.  This duty requires full disclosure of 
actions taken by fund management with regard to investments including 
voting of proxies.
 
If fund managers oppose this because it conflicts with other interests 
then they should resign as fund managers.  
 
Also, I do not accept the argument that mutual fund managers need to 
suppress proxy voting information in order to maintain access to company 
management.  If company management makes "correct" voting of proxies a 
condition of access, then they are failing in their duty to their 
shareholders and investments in such companies is questionable.  It is 
unwise to invest in companies which place the interests of management 
above those of shareholders.  Similarly, it is unwise to invest in mutual 
funds which place the interests of fund management above those of fund 
investors.

What ever happened to the concept of fiduciary duty, not to mention business 
ethics?
 
Most sincerely,
 
George Ritzlin