From: Desmonde [desmonde@nyc.rr.com] Sent: Wednesday, November 13, 2002 9:48 AM To: rule-comments@sec.gov Subject: S7-38-02 Gentlemen: My name is Desmonde Printz, and I am a practicing attorney in New York City. From 1997 until 2001 I was a Senior Analyst at Proxy Monitor (PM), a leading provider of proxy research, vote recommendations and voting agent services for institutional investors. (In 2001 PM purchased Institutional Shareholder Services, and the offices of the combined company were consolidated in Rockville, Maryland.) To ensure that corporate management operates in the interests of its shareholder-owners, I believe it crucial to use every means available to bring small investors into the governance process. As we know, the typical investor participates in the financial markets through money-management firms (i.e. mutual funds). Disclosure of proxy votes by mutual funds would allow shareholders to assess whether these investment vehicles are routinely rubber-stamping management initiatives and/or routinely rejecting shareholder proposals. Thus, investors would be able to base their investment decisions not only upon considerations of mutual fund performance (which tends to change radically from year to year), but upon considerations of corporate governance issues as well. As a general proposition, surely the utmost disclosure is in the best interests of all shareholders. I believe that proposition to be perfectly valid in this instance as well. Respectfully, Desmonde Printz