From: Howard Pritchard [howardmp@chartertn.net] Sent: Friday, December 06, 2002 11:56 AM To: rule-comments@sec.gov Subject: S7-38-02 This change in disclosure ot fund voting is needed. Also badly needed: IPOs proferred first to the small investor in a Dutch Auction after which institutions could come in instead of the other way around; BODs should consist of a majority of outside directors to eliminate insiders dominating approvals of salaries and bonuses. Bonuses should not be awarded in a year in which the stock declines and "re-pricing" during down years should be prohibited. Any of these steps and others to bring the small investor back into the market are long overdue. Thank you. Howard Pritchard