Subject: File No. S7-14-08
From: Philip A Rousseaux, Jr.
Affiliation: President, Registered Investment Advisor, Series 7, 63, and 65 Reg. Rep, Member MDRT

December 12, 2008

Chairman Cox,

With all due respect, now that the comment period has been extended I would like to point out some facts. Not since the Depression of the 30's has Wall Street ruined more American's dreams of retirement. I dont see how you and the SEC can place so much effort on an issue that CLEARLY is about money between broker dealers, you, and FINRA. The SEC and/or FINRA has clearly lacked supervision that was needed with products that SHOULD HAVE BEEN SECURITIES. Want proof? How about Credit Derivative Swaps (CDS) these products were part (if not all) of the reason for the collapse of Bear Stearns, AIG, Merrill Lynch, and Lehman Brothers. Why would you not regulate these products as securities when there was so much at risk?

Also, with the meltdown how is it that you have let the uptick rule expire-when such a rule put a safeguard in place that protected over-selling and the dramatic decline of a stock's price? With the current rules people can come in sell, sell, and sell more of a stock they dont own and manipulate the price of a stock to go down in a spiral that doesnt end.

Finally, the leveraged institutions change of a 10-1 ratio to 30 and 40-1 (change took place during your tenure at SEC) at such companies like Goldman Sachs clearly shows your lack of knowledge and the lack of the SEC oversight which has further worsened the stock market decline of 2008. While I can and will not point the finger solely at the SEC you must accept responsibility for your lack of leadership and your lack of helping the American retail investor during such crucial times.

Now you all the sudden want to make fixed annuities into a security? Why? How many people have lost their life savings that invested in such a product? I can tell you, none-ZERO. How many people lost their life savings in securities? Thousands, millions, the number is to high to count The indexes are down 40% or more year to date-how many clients of these so called securities (mutual funds, stock, etc) have lost half of their life savings if not more? The SEC cant even regulate the securities they currently oversea-want proof? Take a look at the federated money market funds and losses. The state insurance commisioners have done a fine job of regulating insurance products. Let them continue what they have done for over 70 years and have a great record documenting this.

Chairman Cox, its time for you to stop your political pushing of 151A that you have attempted to move forward and stop deceiving the American Public, your proposal only would benefit the few large Wall Street firms you were attempting to serve. Stop the nonsense and concentrate on protecting the American Public from real issues and put your office to work to do something fruitful in this time of economic uncertainty. Please dont think your efforts will protect anyone, after all this issue will end up at the Supreme Court, and they have already ruled you are wrong. Want the proof of the case law that shows how wrong you are? Here it is (http://sec151a.com/docs/Schwartz_EIA_Ins_or_Security.pdf)

Philip Rousseaux