From: lancewilcox@earthlink.net
Sent: Tuesday, December 03, 2002 10:01 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 to support the Securities and Exchange Commission's 
recently proposed rules regarding proxy voting disclosure by mutual 
funds and investment advisers. 

What is ultimately at stake here is a potential increase vs. a 
stifling of democratic power. As our nation is structured - in the 
form of a capitalist democracy - we are privileged not only to be 
able to exercise our influence in public affairs through the 
electoral process, but also through the voting rights we acquire as 
part owners of America's corporations. We have rights, and concommitant 
responsibilities, not only as political citizens but as, in a sense, 
corporate citizens as well. Our right and duty to influence the behavior 
of America's corporations becomes more important to our national 
functioning as these corporations grow larger and more powerful. As 
a passionate believer in American democracy, I have come to see the 
voting of corporate proxies as central to my participation in public 
affairs. I vote proxies with the same political, ethical seriousness 
as I vote in our November elections. For these reasons, it is extremely 
important to me to know how the managers of the mutual funds in which 
I invest are voting their proxies - proxies being voted, in effect, in 
my name. If my investment dollars have secured these votes, it is 
indefensible that I should not even be allowed to know how these votes
were cast. If a fund is voting its proxies in ways that could undermine 
the welfare of the investors or of our society at large, it seems to me 
a basic democratic right that I should know this. I may still not be able 
to affect the voting directly, but I will at least be in a position to 
communicate with the fund company about it, or to move my investment 
dollars, and their attendant voting power, to another mutual fund if the 
first proves intractible. So, again, what's at issue here is a basic 
democratic right. For mutual funds to vote proxies without being required 
to let their investors know how they did so gives a perverse meaning to 
the phrase "secret ballot." The ballot should surely not be a secret 
from the person whose dollars make it possible. 

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, 

Dr. Lance Wilcox 
Professor of English 
Elmhurst College 
Elmhurst, Illinois