From: L. Dixon
Sent: August 10, 2006
Subject: File No. S7-03-04

SEC Chairman Christopher Cox

Dear SEC Chairman Cox,

Any half rational non-gluttonous mind would have an extremely difficult time explaining ? even to a moron ? why the gap between executive pay and the general workforce has increased over a thousand fold in the past four decades. Except with one simple and honest word, GREED! This is of course at the same time that executives are cutting benefits, gutting pensions all with the claim the ?company? can?t afford it ? shameful in itself but more so for those companies making record profits. If the SEC cannot reign in this completely skewed divergence in compensation who possibly can? This situation has become the present day reality because insiders make the decisions ? you know like the old adage the fox minding the henhouse. Please reign this privileged piggish people in!!!

Mutual funds are an increasingly important savings vehicle for tens of millions of working Americans like me. We are the owners of these funds and we bear the risks if they are dominated by self-interested insiders. We look to the Securities and Exchange Commission (SEC) to protect us. I am writing to express my strong support for the proposed rule requiring that mutual fund boards have an independent chairperson and at least 75 percent independent directors. These rules were among the most important reforms adopted by the SEC in the wake of the mutual fund trading and sales abuse scandals.

A recent study by AFSCME and The Corporate Library found mutual funds provide a rubber stamp for excessive management pay, supporting more than three-quarters of all management pay proposals. Ninety percent of institutional investors think the current system overpays executives. We need independent directors to stand up to the excesses of the money managers.

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.


l Dixon