From: Jim Houle [jhoule@bssn.com] Sent: Wednesday, December 04, 2002 2:26 PM To: 'rule-comments@sec.gov' Subject: 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: As an individual investor in mutual funds, I am writing to add my voice to that of the many other investors who have expressed their strong support of S7-36-02 and S7-38-02. Notwithstanding the suggestions of the mutual fund industry that S7-36-02 and S7-38-02 could be improved in minor ways, the proposed rules nevertheless are very adequate to address the principal concern that is utmost in the minds of individual investors today--namely, the restoration of investor confidence. This can best be done through full and transparent disclosure of proxy voting by institutional investors like mutual funds whose large voting blocks often have a highly significant impact on corporate governance and in maximizing shareholder value. Failing to adopt and enforce S7-36-02 and S7-38-02 would, in my opinion, not be in the best interests of the public generally or individual investors who presently invest "blind" in mutual funds without knowledge of their proxy voting records. In short, we need sunlight where there has been darkness. Investor suspicion and mistrust will continue to linger if the shadows of undisclosed information are allowed to remain. While I cannot lend any additional insight into the detailed salient comments submitted to the SEC by other individual investors in support of S7-36-02 and S7-38-02, I nevertheless take this opportunity to inform the SEC that there is yet another individual investor who supports enactment of these proposed rules. Sincerely, James A. Houle Bernstein, Shur, Sawyer & Nelson 100 Middle Street PO Box 9729 Portland, ME 04104-5029 TEL: (207) 228-7268 E-mail: jhoule@mainelaw.com FAX: (207) 774-1127 THIS EMAIL MESSAGE MAY CONTAIN INFORMATION THAT IS PRIVILEGED, CONFIDENTIAL OR EXEMPT FROM DISCLOSURE UNDER APPLICABLE LAW. ALL RECIPIENTS ARE NOTIFIED THAT IF THIS MESSAGE COMES TO YOUR ATTENTION BY MISTAKE, ANY DISSEMINATION, USE, OR COPYING OF THE INFORMATION IS PROHIBITED. IF YOU RECEIVE THIS MESSAGE IN ERROR, PLEASE NOTIFY THE SENDER AT ONCE.