From: Ruth Pessin
Sent: May 24, 2006
Subject: File No. S7-03-04

Dear SEC Chairman Cox,

I urge the SEC to require an independent chairperson on mutual fund boards. Too often mutual funds are designed to enrich fund insiders and management. The role of independent directors is critical to ensure the protection of small, individual directors.

A recent study by the American Federation of State, County, and Municipal Employees and the Corporate Library found that mutual funds provide a rubber stamp for excessive management pay, supporting over three-quarters of all management pay proposals.
Ninety percent of institutional investors think the current system overpays executives. Independent directors are needed to stand up to the excesses of the money managers.

Correct me if I'm wrong but aren't corporations funded by stockholders who get a certain percent of interest for their investment in the corporation. Then why do the CEOs award themselves excessive pay, make up their own rules, and run all the way to the bank at the stockholder's expense? It seems to me it should be the other way around. Of course, this is America and the motto is "I got mine; the hell with you." I' ve had enough of these robber barons. Stop rubber stamping excessive CEO pay. As a matter of fact there should be guidelines for corporation pay. These guys think they're entitled. You know what, I don't think so.

The Investment Company Act requires that mutual funds be managed in the interests of their shareholders. Requiring independent directors and chairpersons will help ensure this safeguard for the small investor, to make sure the little person gets a fair shake.


ruth pessin