Subject: File No. S7-06-04
From: Tim R GUthrie, CFP

March 1, 2004

My CRD# 1989045

The proposal to end all 12b-1 fees will put me out of business.

I have built my business serving average investors using mutula fund C shares. These pay me about 1 percent upfront and 1 percent per year starting in year two. My clients can exit within 12 months for a 1 percent fee, after that no fee. No long term holding periods required, no upfront loads, no big cdscs. It is optimal, flexible and very fair to the consumer.

Why not punish unethical/illegal behavior instead of punishing all.

I have a clean U-4, and no customer complaints with 15 years in the industry.

Eliminating all 12b-1 fees is like demolishing a home because two 2x4s have termites... fix the problem, and leave the rest of us alone.

If you put this throuogh, My customers and my family will suffer.