Subject: File No. S7-06-04
From: Francis Valenza

February 11, 2004

With regard to the various proposals now under consideration pertaining to mutual fund fees/charges/break-points etc., I firmly support any and all such proposals that will give the investor more information let alone possibly reduce exorbitant charges.

Furthermore, I strongly suggest a fundamental change in how mutual fund shares are voted at shareholder meetings. As an investor in a mutual fund, I truly own shares in the holdings of that mutual fund even though I am not the registered owner of those shares. Consequently the fund management makes all decisions and casts all votes.

I propose that this procedure be changed to give voting rights to those who have actually invested in the fund. Even a cursory examination will show the extent of institutional ownership of mutual fund shares. With the current state of corporate mismanagement, how can investors be assured that mutual fund management is acting in their best interests?

Recognizing this suggested change may well result in higher expenses, it is just one more step towards elimination of some of the current problems of the investment community.

Thank you.