From: wbrownn@gmx.net
Sent: Tuesday, November 05, 2002 10:43 PM
To: rule-comments@sec.gov
Subject: File No. S7-36-02



Dear SEC Secretary,

I am writing in support of the SEC's proposed rule to require mutual fund companies 
to disclose how they vote on corporate proxy resolutions, which often deal with issues 
of concern to me.  

The recent wave of corporate scandals provides ample evidence that corporate America 
need greater transparency, responsibility and accountability.  How in the world can 
I truly be an informed shareholder if I am unable to know how my Mutual Fund Company 
votes.  It is time for more sunshine in the boardroom and this includes all Mutual 
Fund Companies!

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, 
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.  



William Brown

150 Oakland Ave B200

Lansdale, PA 
19446