From: John and Judy Hesselberth []
Sent: February 24, 2004
Subject: File No. S7-03-04

As mutual fund investors we STRONGLY SUPPORT this proposed rule in its entirety.

Although it does not go nearly far enough to break up the "good-old-boys(and girls)" clubs that most Boards of Directors have become, it is a step in the right direction.

It is absurd to think that a chairman of a board of a mutual fund who is also employed by a fund management company does not have an irreconcilable and inherent conflict of interest. We must bring some integrity back into the mutual fund business.

In addition the requirement that 75% of the directors of a mutual fund must be outside directors is sound. It probably should be 100%, but 75 is a step in the right direction from the current 50%.

Also important are your proposals on annual self-assessment, separate sessions, independent director staff, and record keeping for approval of advisory contracts.

Please approve this proposed rule as written.


John and Judy Hesselberth