From: Chuck Tarvin [chucktarvin@yahoo.com]
Sent: Tuesday, March 09, 2004 4:53 PM
To: rule-comments@sec.gov
Subject: File No. S7-03-04

Investment Company Governance is a major issue for mutual fund
investors like myself, who are not represented adequately on the board
of directors.  An inherent conflict exists when the advisory company
also chairs or sits on the board of a fund that has a fiduciary duty to
act in the best interests of shareholders.  How can an individual who
personally benefits from the advisory company fees and resulting
profitability, at the same time act on behalf of shareholders in the
fund being managed?  They cannot.  

Even though most advisers are honorable people, the inherent conflict
prevents them from acting in my interest.  The SEC is proposing action
to bring balance to fund governance that will enhance the fiduciary
duty of the fund to act for shareholder benefit.

I fully support the proposed rule changes, and request that the
Commission approve the rules with the earliest possible effective date.

Sincerely,

Chuck Tarvin
Bainbridge Island, WA

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