From: John Osborn [John@waterplanet.ws] Sent: Saturday, December 07, 2002 4:49 PM To: rule-comments@sec.gov Subject: Comments, File No. S7-38-02 December 7, 2003 Mr. Jonathan G. Katz, Secretary Securities and Exchange Commission 450 Fifth Street NW Washington, DC 20549-0609 rule-comments@sec.gov Re: Proxy Voting by Investment Advisers (File Number S7-38-02) and Disclosure of Proxy Voting Policies and Proxy Voting Records by Registered Management Investment Companies (File Number S7-36-02). Dear Mr. Katz, The Green Corporate Accountability Project supports these proposals to improve voting disclosure by institutional investors. GREEN CAP is an affiliate of the Railroads and Clearcuts Campaign aimed at improving corporate accountability among companies descended from the Lincoln Administrations railroad land grants. Green CAP has been working with shareholder resolutions for several years. While many of our proposals win a majority vote, others that clearly serve to benefit shareholders have received very low votes. We can only conclude that some institutional voters have placed their interest in obtaining corporate business ahead of the interests of their investor clients. The SEC's proposed rule lists the relevant, considered facts that support this initiative. Objections are easily dismissed. As New York Times columnist Gretchen Morgenson noted (Dec. 1, 2002) "Initially, some mutual fund companies said shareholders didn't care how their funds voted on corporate governance issues. The mail at the S.E.C. obliterates that argument." There have been some 3,000 letters in support, and eight in opposition. While some firms say compliance will be costly, the SEC calculates the cost at $2,408. There are no good reasons to oppose these reforms, only bad ones: diluting investor interests, supporting mismanagement, stifling dissidents. Sincerely, John Osborn, MD GREEN CAP Railroads & Clearcuts Campaign