From: Doug Wheat [dwheat@sriworld.com]
Sent: Monday, December 02, 2002 3:46 PM
To: rule-comments@sec.gov
Subject: File No. S7-36-02 


Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609

Dear Secretary Katz,

I am writing to express my support the SEC's proposed rule S7-36-02 that
requires mutual fund companies disclose their proxy votes. This measure will
help restore trust to the financial marketplace and ensure a level of
transparency in mutual fund companies.

First, investors have a right to the information.  Mutual fund investors and
investment advisers have been requesting greater transparency at the
corporate level for years.  It is time they provided their shareholders the
same transparency.

Second, disclosure of information holds investment companies and managers
accountable for their behavior.  Only disclosure of actual votes, and not
merely policies, will ensure that investment companies are held accountable
for their votes.

Third, if administered properly, the cost to mutual fund companies and
investment advisers should be inexpensive.  I would advocate that companies
merely list this information on their Website.  It would be wasteful to send
it to each individual shareholder because many won't be interested.

Fourth, I would argue that the proxy vote disclosure requirement be extended
to all institutional class investors that have fiduciary obligations.
Requiring proxy disclosure by pension funds, foundations, endowments, and
not merely mutual fund companies will ensure that shareowners are giving the
proper attention to proxies.

Thanks for your consideration.

Sincerely,

Doug Wheat
194 North St.
Northampton, MA  01060