From: fas68 [fas68@highstream.net] Sent: Monday, March 08, 2004 6:30 PM To: rule-comments@sec.gov Subject: Refer to File # 57-03-04 Re. Mutual Funds, favor rules that maximize the authority and discretion of the directors. Example of some such rules: 1) All directors but one should be indpendent. 2) Chairman should be an independant director. 3)Independent director's staff and counsel. 4) Annual vote for directors. 5) A simple way for shareholders to to nominate candidates to compete with those picked by directors. Also, there is a need for simplification of language used, particularly in re, to costs; e.g. the 12-b-1 charge is explained as"payment to broker" instead of a forthright statement of how it relates to shareholder (as follows): The l2-b-1 charge is an annual cost imposed on present shareholders to pay for obtaining new shareholders for the benefit to the fund advisor; not to the benefit of the present shareholder, as the advisor may allege (to increase size of fund, which infact benefits advisor). (Mr. F.A. Sorrel) 12027 15th Ave. NE, #306 Seattle WA 98125-50ll