Subject: Mutual Funds & Proxy votes - File No. S7-36-02

November 4, 2002

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

Ref: File No. S7-36-02

Dear Mr. Katz:

I want to express my strongest support for this proposal and all measures 
that will provide small investors with information about how mutual funds are 
voting on proxy votes with companies held by such funds. We small investors 
and shareholder advocacy groups have a right to know how the mutual funds we 
invest in are voting, supposedly on behalf of the shareholders.

I would go further to say that all mutual funds should be required to make it 
easy for individuals to get at such voting information electronically, and 
should be required to disclose whether the fund, its affiliates, or senior 
management associates have any business relationships with any company for 
which they cast any particular proxy vote.

I encourage the SEC to be proactive in not only seeking disclosure of such 
information by mutual funds, but in promoting rules that will require mutual 
funds to solicit the opinion of their shareholders, in a 
"shareholder-friendly" manner, on any matter that comes to the fund for a 
proxy vote.  Only when we have some real "teeth" in the rules to ensure 
mutual funds determine what their shareholders want vis-à-vis proxy votes, 
and vote accordingly, will confidence in this aspect of our securities 
industry be restored.

Thank you in advance for your efforts to implement any such measures.


Sincerely,

Steven Brody
6308 N. 22nd Street
Arlington, VA 22205