From: Rich Hanford [rhanford@mscmail.biz]
Sent: Monday, May 10, 2004 2:01 PM
To: rule-comments@sec.gov
Subject: IC-26356 12-b1 to finance dist. of Mutual Funds (s7-09-04)

To:  Jonathan G. Katz, Secretary -SEC 

As an independent Registered Representative working in the personal and small 
business financial market place,  I feel 12-b1 fee structure gives the rep 
incentive to take on the small investor in hopes of getting some on-going 
compensation for doing professional advisement with the client on his investment. 
If this structure is removed it will lesson incentive to work with the small 
investor even more than it already has.  Once again the small investor will 
lose out in receiving professional advising.  

I would like to point out also, that this small investor will not likely pay an 
annual consulting fee for the small amount of business he is apt to place.