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