From: Information@concernedshareholders.com Sent: Thursday, November 07, 2002 12:14 PM To: rule-comments@sec.gov Subject: SEC File No. S7-38-02 (IA-2059) -- November 7, 2002 Mr. Jonathan G. Katz, Secretary Securities and Exchange Commission 450 Fifth Street NW Washington, DC 20549-0609 Re: SEC File No. S7-38-02 (IA-2059) Dear Mr. Katz: This letter is written in support of the proposed rule requiring Mutual Funds to disclose the manner in which they vote corporate proxies. Mutual Funds, fiduciaries to the Shareholders who they profess to represent, have a duty to make full and complete disclosure to their Shareholders. The concern is the conflicts of interest when Mutual Funds seek to acquire or hold on to business from the companies in which they hold voting proxies on behalf of their Shareholders, but can use their Shareholders’ voting rights for their personal benefit. Some who oppose the proposed rule argue “confidentiality in voting allows firms to vote in shareholders’ best interest without worrying about outside pressure.” (WSJ 11/7/02 “TIAA Opposes Plan By SEC to Disclose Funds’ Proxy Votes.”) What is the source of the alleged “outside pressure”? Why is a behemoth Mutual Fund unable to deal with some unspecified alleged “outside pressure”? Why doesn’t the Mutual Fund feel a more compelling “pressure” in executing its fiduciary duties to its Shareholders? Further, TIAA-CREF added, “We have found that more can be accomplished through quiet diplomacy than through public confrontation.” It appears that the alleged accomplishments, also, cannot be disclosed due to alleged “outside pressure.” Essentially, Mutual Funds, who oppose the proposed rule, admit that there is “outside pressure” to breach their fiduciary duty to Shareholders, but claim that the Shareholders should blindly trust them. Further, Mutual Funds claim no evidence has been or can be presented to earn that trust as their alleged accomplishments might be placed in jeopardy. However, it is due to the admitted existence of that “outside pressure” that Mutual Funds cannot be trusted. Paraphrasing former President Regan, “Trust, but verify.” Mutual Fund proxy voting disclosures should be mandated so that Shareholders can verify. Les Greenberg Committee of Concerned Shareholders Culver City, CA Information@ConcernedShareholders.com http://www.ConcernedShareholders.com