From: George Clarke
Sent: August 27, 2006
Subject: File No. S7-03-04

I have investments in several mutual funds, and like millions of others they are an important source of income in my retirement.

As owners of these funds we bear the risks if they are dominated by self-interested insiders. We SEC to protect us our interests and make rules that prevent manipulation by insiders. 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.


George Clarke