From: Fred Walker [fastfred@intrstar.net]
Sent: Saturday, April 17, 2004 8:20 AM
To: rule-comments@sec.gov
Subject: S7-06-04:

Securities and Exchange Commission

450 Fifth Street, NW, Washington, DC 20549-0609

To Whom It May Concern:

I think the proposed rule changes 33-8358 would be a welcomed improvement to the
SEC rules.

The only shortcomings I can find are in the areas that define specific types of
accounts. I feel these may lead to companies renaming funds so that the rules
appear not to apply to the renamed funds.

This could lead to more misinformation if people use the new rules to screen for
a specific type of fund or to exclude a specific type of fund. For these reasons
I would prefer that the rules apply to all the funds traded where SEC rules
apply. Everything possible should be done to make the movement of money in
Mutual Funds easy to trace and follow. I think there have been many abuses
relating to fund management fees and overhead cost passed on to investors in
ways they could not be aware of. These rule changes should do as much as
possible to make all activities within these funds transparent and easily
followed using Generally Approved Accounting Practices.

Further I feel the SEC should move to make ALL Management Overhead an Expense
Item. This should include Management & Employee Stock Options of any type Wages,
Dividends etc. This is the only way we will ever bring the abusive practices of
some Company Boards to a close. I also think the shareholder's should be able to
nominate persons to the Boards of the Companies in which they own Stock. They
should be able to place a name and Resume into the record before or while
attending any annual business meeting. Leaving the nomination of Directors up to
a Compensation or Nominating Committee made up of individuals on that same Board
is a conflict of interest. This practice has lead to the Boards of most
Companies becoming a big buddies club. You scratch my back and I will see to it
that you to can make some ridiculous compensation package. 

Almost anything the SEC does to stop these abuses will improve Investor
confidence and thereby improve the overall market place.

Respectfully, I am 



Fred Walker Jr.


Currie, NC