From: susal@wlink.com.np
Sent: Tuesday, November 12, 2002 12:05 AM
To: rule-comments@sec.gov
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 to support the SEC's recently proposed rules for proxy voting disclosure 
by mutual funds and investment advisers, File Numbers S7-36-02 and S7-38-02. As a mutual 
fund investor, I want to know what decisions are being made, both from an economic and 
a policy point of view. I applaud the Commission for requiring that funds and advisers 
disclose their actual votes, in addition to their guidelines and procedures. Voting 
records will boost investor confidence by providing true accountability. Since there 
is substantial investment in mutual funds by individuals (who also rely on advisors) 
and by employers' pension funds, and since corporations have an increasingly larger 
impact on our lives, it is essential to maximize transparency and democractic process 
in these investments. With these rules, the SEC is making a clear statement that 
proxy voting is a fiscal responsiblity of mutual funds and advisers which should be 
exercised with the perspectives and best interests of fund holders in mind. Mutual 
funds and advisers have enormous potential to shape corporate governance and social 
policies at portfolio companies. Mutual fund holders should have the same opportunities 
as other investors to influence the policies that affect their investments. These 
rules will also 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. 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 in the markets. 

Sincerely, 

Susan L. Stebbins