From: Robert Catton [bobcattoncfp@yahoo.com]
Sent: Monday, December 09, 2002 2:54 PM
To: rule-comments@sec.gov
Subject: File numbers S7-36-02 and S7-38-02


                                                      
December 9, 2002

Dear SEC Commissioners,

I have been serving the public as a Certified
Financial Planner since 1986.  The vast majority of my
clients are invested in mutual funds.

The recent disclosures of corporate malfeasance begs
the question of "where were the corporate directors?"
                      
In both my undergraduate and my graduate degree
programs in business (University of Washington and
Seattle University, respectively) I recall discussions
concerning the fiduciary responsibility of corporate
directors to their shareholders.  However, in the
cases uncovered, the directors have been supportive of
management to the detriment of shareholders, and have
neglected to protect the persons to whom they are
sworn to protect.

It is imperative that mutual funds, as managers of the
fund investors money, be held accountable for their
part in the failure of supporting the shareholder's
interests.

In addition, I, too, have a fiduciary responsibility
to my clients, who place their trust in me and my
ability to exercise care with their investments.  In
the current climate, I do not have the necessary
visibility and information, except in limited
situations, to fulfill this obligation.

I urge you to implement the rules proposed under file
numbers S7-36-02 and S7-38-02 to assist me in
assisting my clients with their investments.

Sincerely yours,





=====
Robert A. Catton, MBA
Certified Financial Planner(TM)

Securities and Investment Advisory Services 
offered through Mutual Service Corporation, 
a Registered Investment Advisor.  Member NASD/SIPC.

__________________________________________________
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