File No. S7-36-02From: Thomas Bjorkman [tnb1@cornell.edu]
Sent: Friday, December 06, 2002 9:43 AM
To: rule-comments@sec.gov
Subject: File No. S7-36-02

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

Dear Mr. Katz:

I am writing to express my support of the Securities and Exchange 
Commissions recently proposed rule regarding Disclosure of Proxy 
Voting Policies and Proxy Voting Records by Registered Management 
Investment Companies (File No. S7-36-02). I believe the proposed 
rule will encourage meaningful disclosure that will bolster investor 
confidence in the equity markets, which have been so severely 
challenged by the crisis of corporate governance over the past 
two years.

The proposed rule is a major step forward in providing greater 
transparency to investors like myself, whose proxy assets are held 
in mutual funds. The "Wall Street rule" is a blatant abdication of 
responsibility, a responsibility that must be shouldered by the 
advisers who determine nearly 20% of the proxy votes. If Boards of 
Directors are to be responsible to shareholders, then the shareholders 
must hold them to that responsibility through proxy voting. In particular, 
trustees should vote against seating board members who are selected to 
support the CEO's personal ambitions against the interests of the 
shareholders.


I have been deeply concerned by the plague of unfolding scandals this 
year, and have welcomed the chance to find out how my fund managers 
are using their own clout to demand more responsible practices and 
transparency at companies in my fund portfolio. The SEC's proposed 
rule would not only help investors identify those funds that carefully 
examine proxy proposals before voting on them, but also highlight those 
funds that emphasize strong corporate governance and high standards of 
corporate responsibility. The rule would also provide for fund owners to 
be alerted when fund managers vote counter to established voting guidelines. 
Such disclosure would encourage mutual funds to take seriously their 
fiduciary duties to vote proxies in the best interests of shareholders
which I applaud.


One of the mutual funds I own already provides such disclosures through 
posting their votes, and another describes voting policies in detail. It 
is time such disclosure be made by every mutual fund whose fiduciary 
duties include the voting of proxies on behalf of their investors.


Informed and thoughtful proxy voting increases managerial accountability 
and social responsibility at many companies, and there is mounting academic 
evidence that progress on social, environmental, and corporate governance 
issues is linked to positive, long-term corporate performance. Mutual fund 
analysts have particular insight into the effectiveness of individual board 
members, so it is a responsibility I entrust them with when I ask them to 
invest my money. When all mutual funds reveal how they plan to handle the 
proxy voting process, and how they actually cast proxy votes, enabling 
shareholders to know what is being done in their name, we can expect 
corporate governance, accountability, and long-term financial performance 
to improve.


Sincerely,


Thomas Björkman
East Varick,
Romulus, NY 14456