From: lcsains@yahoo.com
Sent: Friday, November 08, 2002 2:18 PM
To: rule-comments@sec.gov
Subject: FILE NUMBER S7-36-02 and S7-38-02
Re: File Numbers S7-36-02 and S7-38-02 
Mr. Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street NW,
Washington, DC 20549-0609 

Dear Secretary Katz: 

I am writing in support of the Securities and Exchange Commission's recently 
proposed rules regarding proxy voting disclosure by mutual funds and investment 
advisers, File Numbers S7-36-02 and S7-38-02. As a mutual fund investor, I 
congratulate the Commission for instituting meaningful disclosure that will 
surely bolster confidence in the equity markets, and strongly support the 
recommendations set forth in these proposed rules. This is especially important 
now, with so many corporate accounting shenanigans as well as questions regarding 
the integrity of the Commision itself. 

I also applaud the Commission for requiring that funds and advisers disclose 
their actual votes, in addition to their guidelines and procedures. I disagree 
with those who say that mutual fund investors do not want to review their funds' 
voting records, and will not use this information to inform their investment 
decisions. Voting guidelines provide valuable information, but voting records 
will provide true accountability. The SEC is making a clear statement that proxy 
voting is a fiduciary duty and should be exercised with the best interests of 
fund holders in mind. These rules will provide me with an opportunity to identify 
mutual funds and investment advisers who take their voting responsibilities 
seriously so that I can ensure that my investments are helping to support greater 
corporate accountability. When all mutual funds and investment advisers reveal 
how they cast proxy votes, enabling shareholders to know what is being done in 
their name, we can expect corporate governance and accountability to greatly 
improve. Thank you for this opportunity to comment on the proposed rules, and 
for taking these important steps toward restoring investor confidence in the 
markets. 

Sincerely, 

Lynn Sainsbury