From: Thomas H Roach [lancpennsy@dejazzd.com]
Sent: Thursday, December 05, 2002 5:16 PM
To: rule-comments@sec.gov
Subject: Proposed Rule "Proxy Voting by Investment Advisers"

Gentlemen,

Thank you for the opportunity to give my input on the proposed rule
"Proxy Voting by Investment Advisers"

As there is apparently evidence that Mutual Funds have voted to maintain
corrupt officers in power such as at Enron, and that they have voted to
approve relocation of US corporations to offshore no tax havens, there
is more than enough justification for a "SUNSHINE" Rule requiring Mutual
Funds and others applicable to tell their investors how they have voted
on proxies.

I take proxy voting on my shares of stock held thru brokers very
seriously and read the proposals and vote as to how I feel the company
should proceed - whether for or against the "Board" (usually a rubber
stamp operation for management) recommendations.

I also am extremely interested in how Mutual Funds (namely Vanguard and
Fidelity which we own) vote on proxy for stocks for which they have a
fiduciary obligation to vote on their investors' behalf who actually own
those shares of stock.

It appears the Mutual Fund industry is already spending enormous sums of
money to influence the SEC to vote against this proposed ruling. THAT
WOULD BE A SAD DAY FOR AMERICA. WE HAVE HAD ENOUGH OF OPAQUE VOTING.

Thank you again for the opportunity to voice my opinion.


Thomas H Roach
lancpennsy@dejazzd.com