Subject: File No. S7-03-04
From: David Nachtsheim
Affiliation: individual investor

October 2, 2006

I am in favor of the proposed rule to require that directors of mutual funds will be independent of the fund manager or chief executive. I generally favor independent directors for all entities which issue securities. I believe it is beneficial to the entity and its investor/owners to have independent oversight and checks and balances against misfeasance, malfeasance, nonfeasance, negligence, inefficiency, waste, fraud and abuse. I also believe that the directors and fund managers and executives should be subject to Sarbanes-Oxley requirements for integrity and reporting and should have personal liability for negligence, malfeasance, waste, fraud and abuse in the performance of their oversight and duties which adversely affect the investor/owners and the marketplace.
I do not find the specious arguments of the Chamber of Commerce and others who oppose the rule to be convincing or empirically valid.