Subject: File No. S7-03-04
From: Glendon E. Johnson, Jr.

May 17, 2004

Glendon E. Johnson, Jr.
1101 30th Street, N.W.
Suite 200
Washington, DC 20007

April __, 2004

Jonathan G. Katz
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Re: Investment Company Governance File No. S7-03-04

Dear Mr. Katz:

I serve as an independent director of the Ivy Funds. I am writing today to comment on the Commissions proposed rule on Investment Company Governance Release No. IC-26323.

I support many of the Commissions proposals and believe that requiring mutual funds to comply with these new governance practices in order to rely on ten commonly used exemptive rules would promote the independence and effectiveness of mutual fund boards. Specifically, I support the proposals that at least 75 of a mutual funds board must be comprised of independent directors, that directors should complete annual questionnaires assessing the effectiveness of the board and its committees and that independent directors should meet separately from management at least once a quarter.

Respectfully, however, I disagree with the Commissions proposal to require that the chairman of a mutual funds board be an independent director. I believe that such a requirement may cause an independent chairman to become more heavily involved in the operations of the funds in order to prepare for and chair regular board meetings, rather than focusing on the oversight of the funds that is the traditional role of the independent directors. I believe that this expanded role could prove an obstacle to recruiting an independent chairman, particularly at smaller fund complexes such as ours. Moreover, my experience as a director leads me to conclude that the alternative requirements of a lead independent director and independent chairs of significant committees will accomplish most of the hoped for results of the independent chairman proposal with few of its potential negative effects.

Thank you for your consideration of my comments. Please feel free to contact me at 202 293-4584 if you would like to discuss these comments or any other aspect of the proposed Investment Company Governance rule.

Very truly yours,

Glendon E. Johnson, Jr.