Subject: File No. S7-06-04
From: Kevin B. McGrath

March 5, 2004

I am concerned over the length of the proposed regulation 100+ pages and the limited time to digest it. I am very concerned about the elimination of 12b-1 fees as this is one of the ways my clients compensate me for the services I provide to them. While I am for reasonable and responsible disclosure, the burdens of paperwork and documentation are burdensome at best and will be a hardship for me, my clients and especially for retirement plan participants and employers. A reasonable approach needs to be considered and perhaps strict enforcement of regulation already on the books rather than knee jerk reactions in election years.
Thank you.
Kevin B. McGrath