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