From: Nancy Miller
Sent: August 14, 2006
Subject: File No. S7-03-04

SEC Chairman Christopher Cox

Dear SEC Chairman Cox,

Mutual funds are an increasingly important savings vehicle for tens of millions of working Americans like me. We are the owners of these funds and we bear the risks if they are dominated by self-interested insiders. We look to the Securities and Exchange Commission (SEC) to protect us. I am writing to express my strong support for the proposed rule requiring that mutual fund boards have an independent chairperson and at least 75 percent independent directors. These rules were among the most important reforms adopted by the SEC in the wake of the mutual fund trading and sales abuse scandals.

A recent study by AFSCME and The Corporate Library found mutual funds provide a rubber stamp for excessive management pay, supporting more than three-quarters of all management pay proposals. Ninety percent of institutional investors think the current system overpays executives. We need independent directors to stand up to the excesses of the money managers.

The Investment Company Act requires that mutual funds be managed in the interests of their shareholders. Requiring independent directors and chairpersons will help ensure this safeguard for the small investor, to make sure the little person gets a fair shake.

Clearly, this makes economic sense, especially for pure market economists. What is the incentive for CEO's to do the right thing if they get millions in compensation even if they drive the company into the ground or go on trial for illegal activity? It seems that a few people - boards of directors and those closest to CEO's are the only people benefitting from company profits when a highly compensated CEO goes awry. If you are serious about economic ethics, you absolutely must ensure the Investment Company Act becomes law.


Nancy Miller