From: Wil Heslop [wheslop@mindspring.com]
Sent: Tuesday, October 29, 2002 8:53 PM
To: rule-comments@sec.gov
Subject: File No. S7-36-02

I think it's great that the SEC has proposed a rule making mutual fund's proxy 
voting a matter of public record (File NO. S7-36-02).  As a mutual fund owner 
this is a great first step toward a more transparent corporate America.
 
However, it is only a first step that needs to be followed up, namely...
 
1.  Making it public is one thing - requiring the mutual fund manager to publish 
it or make it available is another.  Without that disclosure (that is readily 
available to all mutual fund owners), how am I suppose to know how my fund 
manager voted?  Now, I'm not asking for a e-mail to be sent every time a fund 
manager has to turn in their proxies - but a section of the semi-annual or 
annual fund report that lists how all votes were cast is not unreasonable.  
 
2.  Conflict of interests - This is also key.  Again, in the prospectus and annual 
fund report, there could be a section where the fund manager and any member of 
the fund board lists potential conflict of interests.
 
Add these two things to the proposed rule and it adds "teeth" to it.  Otherwise, 
fund managers will do what they've always done.
 
Thank you for your time.

Wil Heslop
wheslop@mindspring.com
301-926-6726