Subject: File No. S7-10-09
From: Al Veoli, CFA
Affiliation: Series 7, NASD

August 17, 2009

As a former industry practioner with nearly $500K invested in the market, I have to implore you guys not to enact this rule, which will stifle public companies without any commensurate benefit.

You are leading us to what happened to Great Britain in the end of the 19th Century. At one time, they ruled the world (the sun never set on the British Empire, remember that?). Through bureaucracy, ardent stupidity, monarchy and other governmental miscues, they were left in the dust in the 20th century, and we had to bail them out in WWI and WWII.

My son once told me: "Don't come a knockin' if you see my Van rockin'".

Well that saying applies a lot to this regulation. There is nothing wrong with what's going on with the directors today, and your giving the ability to have some oaf at a hedge fund nominate some directors can mess up a company big time. It also probably will be expensive, and that will cut into profits and dividends. That is dumb, too.

All so that some oaf in a hedge fund (or worse yet some "socially responsible" investment house) can check off a box and say he nominated a director and is making the company put him up for election. Wake up and smell the coffee (don't drink the cool aid).

Let's face it. You CAN have a Democratic administration without messing up corporate America's boards. Look at 10 years ago. Clinton was in charge and all he did was have that guy put in the plain English thang. Was that good, well maybe, maybe not, but at least he wasn't hurting anything like our retirement funds. The stocks were going up, up, up, and the worst anyone could say about Clinton was that he could have had more discretion in his personal life.

Then came 9/11 and all hell broke loose. Poor Bush got bushwacked, and no one was watching the store at the SEC. You guys had to have Spitzer chase down some of the crooks like Koslowski and you guys were busy sitting on your duffs while Madoff was in the middle of the biggest Ponzi scheme ever. What happened there, fellas? That's what you want to fix, not this.

Well that is where you guys ought to focus your efforts now. Have people assigned to root out fraud and corruption, NOT go about creating some elaborate scheme to have some faceless schmucks nominated to a company's board of directors. That won't fix anything. Worse yet, it will cause companies and ultimately America, to become like Great Britain became. An also-ran.

With all the problems we have around the world, you can surely figure out something better to do. Yes, everyone is asking what in the good Gawd is the SEC doing? and that is probably causing you do do this, but really now. Can't you eggheads figure out a better way to spend taxpayer dollars? Do you really want us to hear that you spend $so many millions of dollars putting up some dopey rule to have people nominated for election on companies' board of directors? That is NOT where the problem is, fellas. Stop trying to fix something that just ain't broke

Don't come a knockin' if you see the Van rockin'.