From: Robert Smith [smith_rob@yahoo.com]
Sent: Thursday, November 21, 2002 4:04 PM
To: rule-comments@sec.gov
Subject: File No. S7-36-02

Dear SEC

I would like to comment on your proposed rule to require registered investment 
management companies to disclosure their proxy voting records.  As an individual 
investor I fully support this proposal.

Unfortunately I do not have the level of investments necessary to build my own 
diversified equity portfolio, so, like many Americans, I look to mutual funds as 
an alternative.  While for the most part I feel the managers of the funds I have 
chosen do a good job, I am angered to think that shareholder issues are determined 
by those with whom I have invested, rather myself, the ultimate supplier of the 
risk capital the company is deciding to use.  I believe that such a breakdown in 
the chain of control ultimately threatens the free market system we all enjoy.

While I am not a strong believer in over-regulation, I believe regulation plays an 
important role in situations such as this where the power of the many is dispersed 
(mutual fund investors) while the power of the few is concentrated (mutual fund 
managers).

Furthermore, with the electronic distribution capabilities available today, there 
is no practical reason that information such as proxy voting records cannot be 
distributed cheaply and easily.

Thank you for the opportunity to comment.  You are doing a fine job.

Robert Smith

San Francisco, CA.





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