From: Jay [tigrr@willinet.net]
Sent: Wednesday, March 31, 2004 9:32 PM
To: rule-comments@sec.gov
Subject: Changes for Boards of Directors. eh is it going to make a
difference. NOT

I realize this site was set up for rules on corporate boards of 
directors and this is related thereto but not the focus of my comment.

1. Mutual Funds are controlled by a few people yet own huge amount of 
stock. The people who actually own the stock do not have clue as to what 
to do.  
    A.    One reason  is the people that sell them are not qualified 
(regardless of their Series 6 license) to recommend any action with 
regard to stocks.  
    B.  All they know how to do is sell mutual funds.  They know nothing 
about stocks or boards of directors.  Anything you do with regard to 
boards of directors is a waste of time from the point of view that it 
will make a difference to the average 401k stock owner.
   C.    The Series 6 people work for the bank and just have job.  They 
do not understand fiduciary duty.  They will do what they are told or 
find another job and they know it.

2. Current Rules allow 401K bank sales people to sell their plan to the 
investor as being balanced with asset allocation and other buzz words.    
This is not true.  401K balanced plans include the information that the 
investor should own "bonds" and they recommend bond funds because they 
can not sell bonds per se.  They are not licensed to sell stocks or 
bonds or give advice regarding boards of directors.

3.  Since 401K Series 6 people can't sell bonds. so they sell bond 
funds.  As you know bond funds are not bonds.  The owner of the bond 
fund does not bonds, he/she owns a share of a fund that owns bonds.  The 
bond fund has the guarantee of the bond not the fund shareholder who is 
a risk as much as if they owner penny stocks.   Any 401K statement that 
owning a bond fund is more secure than owning blue chip dividend paying 
stocks is false.  Fix that and then fix the fact that most stock owners 
don't have any guidance on how to vote for a board of directors.

The owners of the 401K stock fund should not be the to vote for the 
board of directors they should be required to obtain a vote of the fund 
shareholders and be required to provide the shareholders with an 
intelligent guide on how to vote also.

You need to fix the education level and fiduciary responsibility of the 
401 K fund sales people first; then fix how the fund managers get 
guidance son how to vote the shares of stock.

James A. Haigh
220 Kings Highway
Sioux City IA 51104
(Former Series 7)