From: Rafalow [rafalow@mindspring.com]
Sent: Tuesday, December 03, 2002 11:02 PM
To: rule-comments@sec.gov
Subject: File No. S7-36-02

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

Dear Secretary Katz:

I want to urge the Commission--in the strongest terms--to adopt the
recommendations to require full disclosure of proxy voting policies,
procedures and voting records by mutual fund companies to the fund
shareholders.  As the aggregators of very significant portion of the market
capital, mutual fund managers must be held to high standards of
accountability; their investors can only make informed decisions if they are
in fact informed.  If confidence in the markets is to be restored it
requires that full transparency be both the rule and the enforced practice.

Thank you.

Lee Rafalow
4512 Powder Mill Road
Chapel Hill, NC 27514