From: Karen Rapp
Sent: August 10, 2006
Subject: File No. S7-03-04

SEC Chairman Christopher Cox

Dear SEC Chairman Cox,

There is nothing that makes me madder than CEOs getting bigger and bigger bucks while they continue to pay less in salaries and less in healthcare to the workers that work for them. And then our No-Oversight Congress has the nerve to say it's the CEO's money so let them keep it by getting rid of estate taxes and lessening their income taxes...all the while that we are at war and have a huge deficit. Our country is being ruined by greedy CEOs and their lobbying efforts to our weak corrupt congress. The FEC and the SEC fall right in line with doing whatever big business wants with no regard for their real job of being servants to the people, all the people, not just the rich people and the corporations who will bring this country down with their greediness.

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.


Karen Rapp