From: Howard & Susan McElroy []
Sent: March 7, 2004
Subject: File No. S7-03-04

I urge approval of the Proposed Rule on Investment Company Governance, particularly the requirement that the chairman of the fund board be an independent director.

Current arrangements create unavoidable conflict of interest, not just in appearance but in reality.

We have modest mutual fund investments, including some in Fidelity, Oppenheimer, and American Funds.

Semper Fidelis

Howard & Susan McElroy
81 Leo's Lane
Southampton NY 11968