Subject: File No. S7-06-04
From: Carl E Gallagher

March 15, 2004

To me, as an average investor, there are three critical time frames:
a before I buy: being able to assess roughly what portion of my invested capital will be used to acquire an asset
b when I buy: being able to assess an actual amount of how much of my capital went toward acquiring assets
c after Ive bought i.e., my holding period: being able to understand how much of the gross proceeds recognized by the mutual fund flow down to me or how much of any gross sale will be withheld from me.

Within that frameowrk, my comments are:
What you have looks fine for broker-related direct fund sales.

2 WHAT YOU DONT HAVE or what I failed to recognize
2.1 For non-broker fund sales, what would the disclosure be?

2.2 For ongoing costs Mgt fees, 12b-1 fees etc. why not require a rate per 1000 or perhaps have multiple breakpoints to identify annually, what non-transaction costs reduce the dividends paid to the investor?

Better yet, why not either get rid of 12b-1 charges all together or, limit them to no-load funds w/assets under some given ceiling. Some funds have, w/SEC compliance robbed investors blind w/faux 12b-1 charges ever since they were introduced.