From: John Underwood
Sent: August 19, 2006
Subject: File No. S7-03-04

SEC Chairman Christopher Cox

Dear SEC Chairman Cox,

The SEC has allowed over the years the Mutual Fund Industry to become a cash cow for insiders and manipulators at the expense of ordinary investors. You have abandoned your duties and responsibilities in doing so. We small investors are tired of being ripped off and watching incompetent executives, who are employees of the firm just like us, walk away with huge pay out packages and tired of firms whose pension liabilities for a couple of top employees exceeds that of the firms other thousands of employees. This is a fixed and rigged system, with your SEC leading the way. This has got to stop. 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.

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.


John Underwood