From: kengdahl@metcalf-law.com
Sent: Wednesday, December 04, 2002 2:20 PM
To: rule-comments@sec.gov
Subject: Re: File No. S7-36-02



SEC Secretary Mr. Jonathan G. Katz
450 Fifth Street, NW
Washington, DC 20549

Dear SEC Secretary Mr. Jonathan G. Katz,

Re: File No. S7-36-02 

Dear Mr. Katz: 

I am writing to express my strong support for the SEC's
proposed rule (S7-36-02) to require mutual funds to
disclose their proxy voting policies and, most importantly,
their actual proxy voting decisions.  

Contrary to what representatives of the mutual fund
industry say,mutual fund investors like myself do care.
The mutual fund industry cannot speak for investors
on the issue of proxy voting, since our interests as
investors may differ from those of mutual fund companies,
which could maintain business relationships with portfolio
companies. 

Mutual fund companies have enormous power to shape
corporate governance to better protect investors like
me from the consequences of overpaid CEOs, entrenched
boards of directors and conflicted auditors. Unfortunately,
mutual fund companies also have a self-interest in
voting with management to avoid disrupting their business
relationships.  

I expect my mutual fund company to cast its proxy votes--which
effectively belong to me and other mutual fund shareholders--so
as to protect and promote our interests regardless
of the impact that such votes could have on its client
relationships.  

Requiring mutual funds to disclose their proxy votes
in an easily accessible format is the only way that
investors can ensure that Fidelity and other mutual
fund companies exercise their proxy voting authority
to promote our interests rather than to boost their
own bottom line. 

I strongly urge to SEC to adopt its proposed rule.



Sincerely,

Kathryn M. Engdahl
333 Parkdale Plaza 1660 South Highway 100
Minneapolis, Minnesota 554161531