From: Fred Sanchez [fred@myimail.net]
Sent: Monday, May 10, 2004 6:15 PM
To: rule-comments@sec.gov
Subject: rule 12b-1 fees - File Number for the Rule S7-09-04

May 10, 2004



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


File Number for the Rule S7-09-04

I know that in today's mutual fund environment, the SEC is faced with 
many decisions.  Thank you SEC for your hardwork because it brings trust 
and confidence to the securities business.

Rumor has it that there is a proposed ruling to prohibit the use of 
12b-1 fees, to finance the distribution of mutual funds.  This action 
will have tremendous consequences to thousands of mutual fund shareholders.

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

Once again, I'd like to thank the SEC for your continued hardwork in 
cleaning up the securities industry.  Rescission of Rule 12b-1 would 
increase incentives to churn.  The incentive to receive commissions on 
transactions in the absence of Rule 12b-1 fees also likely would result 
in reduced attention paid to fund shareholders after the sales as well 
as possible increases in transactions and assets management fees in 
accounts.

Sincerely,


Fred Sanchez