From: Phil Katz [philkatz@halcyon.com]
Sent: Tuesday, March 09, 2004 3:27 AM
To: rule-comments@sec.gov
Subject: S7-03-04: 

In re Release No. IC-26323; File No. S7-03-04

In this issue I support the position of John Bogle re greater independence
(non-interlocking chairmanships) between investment advisory companies
and mutual fund companies. I find his arguments compelling, over those
of Edw. Johnson III, for the following reasons.

   On the question of individuals, it appears to me that Bogle's track record
   has been one of taking positions outstanding business integrity. While
   I see no great failings in Johnson, he has seemed more parochial in
   advancing only the interests of his firm, with no greater public interest.

   On the questions at hand, I do believe that there may in some instances
   be conflicts of interest between fund shareholders and investment advisors.
   Such conflicts can aries when performance is mediocre compared w/ similar
   funds and the advisors prove, over time, to be merely expensive rather than
   substantally useful - in effect investment advisors as financial-sector
   "useless bureaucrats" rather than providers of direction toward added
   value. The ability of shareholders to "dump" the advisors, is substantially
   impaired if the advisory company is captive of, and protected by, the
   same senior leadership that runs the mutual fund company.

For the record my wife and I are shareholders in both Fidelity funds and 
Vanguard funds.

Philip L Katz
3720 41st Ave South
Seatttle WA 98144