Subject: File No. S7-03-04
From: Tony C Tham

June 15, 2006

SEC should continue to work to protect shareholder interests by insisting on having 75% independent directors on mutual funds' board, as well as having the board be chaired by an independent director.

The open-ended mutual fund industry has time and again acted to their self interests or that of "privileged" client. This continued bearch of fuduciary duties can only be remedied, and only partially, with the
proposed changes to the governance.

Most US citizens depend on mutual funds for their current or future retirement and college funds. Among these retail investors they do not have the skills and time to manage their own securities. Nor they have sufficient asset to hire private money managers.

Continued failure of mutual funds to act according to their shareholders' interests will lead to significant economic loss to vast majority of US citizens whose retirement assets are at risk.

It is the responsibility of SEC to poass regulation to ensure sound governance of the security interests.

Thank you for your consideration.