From: jkeilly@earthlink.net
Sent: Friday, November 08, 2002 7:04 PM
To: rule-comments@sec.gov
Subject: File No. S7-36-02



Dear SEC Secretary,

I strongly support the SEC's proposed requirement that mutual funds disclose 
how they vote on all corporate proxy resolutions.  These votes deal with issues 
which directly affect my investment.  

Such disclosure has always been necessary, but sadly, lacking.  Because of the 
recent wave of  scandals  many American's have lost faith in corporate governance, 
and some now question the integrity of “the system.”  To help restore confidence 
in the financial markets, the SEC needs to force corporations and mutual funds to 
give American investors greater transparency, responsibility and accountability. 

Mutual funds, which represent about 90 million Americans,  are estimated that 
account for 20 percent of corporate proxy votes. As such, funds give their 
investors real "clout" to drive more responsible behavior by public companies.
 
In the absence of full public disclosure of proxy policies and voting records, 
there’s no way for investors to know whether the manager of our mutual funds is 
acting in a manner that reflects our best interests.  As a fund shareholder, I 
want to know how my funds are voting on issues such as executive pay, board 
composition and independence and other issues that matter to me.  Potential 
conflicts of interest need to be exposed.  I want to know what principles guide 
my funds in determining how they vote on corporate proxies.

I believe that owners of mutual funds are entitled to know how their proxies are 
being voted. Therefore, I urge the SEC to take strong action defend the rights of 
individual investors and to vote in favor of the proposed rule which will force 
full disclosure of proxy voting by mutual funds.

Thank you for this opportunity to comment.


John Keilly

21069 Chase

Novi, MI 
48375