From: Don Mortenson []
Sent: March 7, 2004
Subject: File No. S7-03-04

I applaud the SECís intention to increase the percentage of outside independent directors on the boards of mutual fund companies. As an investor in both Vanguard and Fidelity Funds, I have relatively little influence, even with the chance to vote as a shareholder, to affect the selection of board directors. Therefore it is important to investors like me to know that the presence of outside directors is mandated. I hope the SEC further requires term limits; nominating committees controlled by outside directors; and require inside and outside directors to not only recuse themselves on votes on transactions involving companies they have a financial interest, but also to absent themselves from the meetings when such votes are taken.

Thank you

Don Mortenson