From: Carter Marsden [carter@cmarsden.com]
Sent: Thursday, April 29, 2004 4:09 PM
To: rule-comments@sec.gov
Subject: File No. S7-09-04

I am writing in opposition to the proposed elimination of 12b-1 fee compensation
for brokers. I have held a brokers license for some 35 years and I can assure
you that without the modest compensation generated through these fees .... my
clients can anticipate no service whatsoever. The complaint I continue to
receive from my clients is that there is no one to guide them with regard to
their 401k options  because brokers are avoided. Suitability can only be assured
by the continual attention of a qualified broker.