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U.S. Securities and Exchange Commission

The following comment on Letter Type C,
or variations thereof, was submitted by
6 individuals or entities.

Letter Type C:

Jonathan G. Katz, Secretary
U.S. Securities & Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609

RE: File Number S7-0-04

Dear Mr. Katz:

I believe that the adoption of Rule 12b-1 has provided a substantial benefit to fund shareholders, particularly those with relatively small mutual fund investments. The receipt by broker/dealers and their representatives of 12b-1 fees has enabled shareholders to receive ongoing professional services, which would otherwise not be available to them, or only available at additional costs. These services include not only administrative responsibilities, such as providing, changing or correcting account information, but also substantive assistance through the provision of analysis and financial planning of these shareholders.

I believe that the interests of fund shareholders are best served by aligning the interests of the broker with the interests of their fund shareholder clients. This is best achieved through the receipt of Rule 12b-1 Fees as opposed to incentives for transaction based commissions or the need for additional charges to shareholders for these valuable services.

Thank you for your consideration of my opinions.

Sincerely,


http://www.sec.gov/rules/proposed/s70904/s70904typec.htm


Modified: 06/10/2004