From: mechannon@yahoo.com Sent: Friday, December 06, 2002 1:05 PM To: rule-comments@sec.gov Subject: FILE NUMBER S7-36-02 and S7-38-02 Re: File Numbers S7-36-02 and S7-38-02 Mr. Jonathan G. Katz, Secretary Securities and Exchange Commission 450 Fifth Street NW, Washington, DC 20549-0609 Dear Secretary Katz: I am writing in support of the Securities and Exchange Commission's recently proposed rules regarding proxy voting disclosure by mutual funds and investment advisers, File Numbers S7-36-02 and S7-38-02. As a mutual fund investor, I congratulate the Commission for instituting meaningful disclosure that will surely bolster confidence in the equity markets, and strongly support the recommendations set forth in these proposed rules. Like many Americans, I have been saving for my retirement using mutual funds for my IRA and 401 (k) plans, and even with the steep market declines have a substantial amount still left in these plans. I review all of the proxy statements my funds send me, and do not give a blanket approval to the items up for discussion at the annual meetings. Even more so, I would like to know how the funds vote their proxies on the individual securities in each fund. Knowing their voting policies, procedures and voting records would be a giant step toward providing greater transparency to us investors. Mutual funds and advisers have enormous potential to shape corporate governance and social policies at portfolio companies. Yet since the 1970s, fund participants and regulators have noted a tendency among mutual funds and advisers to automatically vote with management, wondering whether this tendency was influenced in part by a desire to win profitable 401(k) and other business from companies where proxies are being cast. It is time these potential conflicts of interest were addressed. It does make a difference! Please vote to approve the proposed rules. Thank you for this opportunity to comment on the proposed rules, and for taking these important steps toward restoring investor confidence in the markets. Sincerely, Mary Ellen Channon Chicago, IL 60640Mary Ellen Channon