Subject: File No. S7-09-04
From: David Byrnes

May 10, 2004

Rule 12b-1 has allowed shareholders to receive ongoing professional services not available to them or only available at additional cost. These ongoing services include not only administrative functions but also analysis and financial planning. The presence of 12b-1 fees also helps protect against excessive transactions /churning in shareholder accounts by providing compensations for these ongoing services.