From: oliver@ctsg.com Sent: Thursday, December 05, 2002 11:52 AM To: rule-comments@sec.gov Subject: File No. S7-36-02 Dear SEC Secretary, I am new to the world of Mutual Funds as of this year, and was very surprised to learn that mutual fund companies are not required to disclose how they vote on corporate proxy resolutions. Given the corporate scandals of late, I would think that my support of the SEC's proposed rule to require mutual fund companies to disclose how they vote on corporate proxy resolutions would be NO surprise. The recent wave of corporate scandals provides ample evidence that corporate America need greater transparency, responsibility and accountability. It is estimated that mutual funds, which represent about 90 million Americans, account for 20 percent of proxy votes at corporate shareholder meetings. As such, mutual funds can play a major role in insisting on more responsible behavior on the part of publicly traded companies. In the absence of public disclosure of proxy policies and proxy voting records, there is no way for me to know whether the manager of my mutual fund is acting in a manner that reflects my wishes. As a mutual fund shareholder, I want to know how my mutual fund is voting on issues related to executive pay, board make-up and independence, global warming and other environmental issues, worker rights, gender discrimination and other issues that matter to me. I want potential conflicts of interest exposed. I want to know what principles will guide the mutual fund in determining how it votes in corporate proxy contests. I believe that as an owner of a mutual fund, I am entitled to know how my proxy is being voted. I urge the SEC to stand up for investors and for corporate accountability and to vote in favor of the proposed proxy voting rule. Oliver Hayden 3380 Harris St. Eugene, OR 97405