Subject: File No. 4-606
From: Robert L McMahon

August 2, 2010

For some reason you are omitting large asset management and mutual fund companies from having any fiduciary standard apply to them. The noted founder of Vanguard Funds, and father of the index fund, John Bogle, has written and spoken of this extensively.

If mutual funds and other large managers of equity assets had had a duty of care responsibility to assess investment opportunities not just from a performance perspective, but from a governance perspective, perhaps the Enrons. Worldcoms, Tycos, etc... would have been uncovered by the Army of financial experts on the buy-side with all the noted credentials of MBA and CFA.

Also, I'd like to point out to you the inconsistency that exists around the whole issue of shareholder rights. What's worse? a.) a firm that gives shareholders rights, but then makes it extraordinarily expensive to wage a proxy battle when foolish activity is discovered, b.) a firm that gives shareholders rights, but then mitigates them by issuing dual classes of stock with superior voting rights, or c.) a firm that goes PUBLIC, but offers no rights whatsoever to the PUBLICLY traded shares? Answer - ALL THREE.

And by the way, how can a firm that offers NO VOTING rights be allowed into the most widely followed index in the US (SP 500), without nary a peep from the SEC? How can firms that don't offer voting rights go PUBLIC? Why aren't exchange or SEC rules in place to ensure that shareholders must be given rights when a firm goes PUBLIC?

Best regards,
Bob McMahon