Subject: File No. S7-09-04
From: Thomas W Pringle

May 7, 2004

Dear Sirs/Madams:

The rescission of 12 B 1 fees is a big mistake. Twenty years ago, clients paid a maximum sales charge of 8 1/2 to buy commissionable mutual funds. There was little or no incentive to help investors hold onto good assets.

Today, the average maximum sales charge is 33less than it was in 1983 before taking into consideration rights of accumulation or letters of intent. Clients pay a 12 B 1 fee that compensates registered representatives for servicing their accounts. Those services can include anything from changing an address to settling an estate. It can include reallocating assets within a fund family, transferring shares to charities or holding a hand during a market break.

As witness, I am fortunate to have several clients who still hold the same funds they purchased in 1955. I submit to you that they continue to hold on to those accounts largely due to on going service. Good service came in part from compensation and training.

As a former owner of a broker-dealer/investment advisor, I complained for years to the NASD and the mutual fund industry that registered representatives should be compensated for service instead of sales. The rescission of 12 B 1 fees will result in many assets moving to fee based accounts where clients frequently pay more than 1 per year for similar funds.

Shareholders are best served through the existing 12 B 1 structure. I strongly encourage you not to rescind the
12 B 1 fee.

Respectfully,

Thomas W. Pringle