From: theoldsarge1952@aol.com
Sent: Friday, November 08, 2002 6:36 PM
To: rule-comments@sec.gov
Subject: File No. S7-36-02



Dear SEC Secretary,


In addition to being a private investor who manages his own portfolio, I am also the 
owner of more than $100,000 of mutual funds in a rollover IRA account.  Because of the 
tax laws I cannot reasonably be expected to have these mutual funds distribute money 
to me so that I can manage the money myself. I am over 70 so I take my periodic 
distributions as required.

I recently asked my mutual fund what they were doing with regard to a company in which 
they held shares on my behalf and they refused to provide me with any information. I can 
easily understand why a company in which I own 100 or 200 shares of stock can would 
ignore the concerns of a small stock-holder like myself. But my mutual fund holds hundreds 
of thousands if not millions of shares in that company.  My mutual fund would not be 
ignored if they expressed displeasure with actions proposed by management. 

I believe that the numerous recent disclosures of management misbehavior and  actions 
on the part of corporate boards, especially with regard to executive compensation, show 
that the mutual funds who have the clout to influence corporate management have not been 
doing a good job in representing my interests.

I understand that the SEC is considering rule changes in connection with how mutual 
funds vote their proxies.  I support what ever actions would increase the visibility 
of how they vote and why they vote the way they do.

The confidence of the average investor has been severely shaken by recent developements.  
It is time to re-establish trust in our financial institutions.  One more exposure of 
favoritism exerted by the "old-boy network" operating between mutual funds and corporate 
boards would drive a final, fatal nail into the publics confidence of both the stock market 
and the mutual fund industry.


ed slate

16 jack ladder cir

horsham, pa 
19044