From: CHARLES MCCONNAUGHEY [ustwotoo@prodigy.net] Sent: Wednesday, October 23, 2002 7:57 PM To: rule-comments@sec.gov Subject: Mutual fund mgrs. stating proxy votes Gentle People, I, along with many investors like me have lost hundreds of thousands of retirement dollars recently. At 62yrs. of age it is very unlikely I'll be able to recoup these monies. 60 to 70 % of these dollars were in mutual funds monitored by people who were supposedly looking after my interests and others. I thought I had diversity, large cap, mid cap, small cap. global, Latin Am., European and 500 index along with indexed bond funds. We are still down 18% for the yr, not counting my wife and I's maxed out contributions, todate. With this being said, why in the world would I and others not want to know what these mgrs. are doing with our voting proxies of companies they invest in for us? Knowledge is power and the people deserve all the power of knowledge that can be generated for them. An example: I read glowingly of the CEO of Pepsico donating his million dollar salary to his Pepsic! o employees. Very admirable, until I saw that he had also took the time to exersized one of his stock options for well over a million shares of Pepsi at a little over $5.40 strike price. The going price that day? $40 plus dollars. Wouldn't he be just great if he passed the option on to the investors, kept the salary and let the workers keep on working!!!! Wouldn't I want to know that my fund mgrs. voted to have them state these Pepsi options on the debit side of their accounting ledger? This rule change is a no brainer. Get it done!!! We don't have much respect for either side in this equation, fund or corporation as I. write.