Subject: File No. S7-03-04
From: Kelly S McEntire
Affiliation: Retired Management Professional

July 10, 2006

I believe that the more independent that director are and the less control they exert over the markets the better. In establishing policy you are trying to avoid abuse by a few people that look for a less controlled market but unfortunately this is motivated out of personal oppertunity and at the expense of the many honest people that would not abuse the system.

There are two cost involved in such a process.

#1. The cost of oversee such a project.

#2. The real human and monitary costs that are incurred when someone who exploits the weaknesses of a system for personal economic gain. And in these situations it is usually the smaller less connected and less educated investor.

Both expenses are real concerns because the market ultimately bares the cost of both. However the purpose of government is to ensure that all participants are treated the same whether they have millions of dollars in investments or older retired individuals who depend heavily on having their investments protected.

Less educated investors are less likely to seek changes in rule and statute for self motivation. The SEC has an obligation to protect all from the ravages of any special interest group.