Subject: File No. S7-09-04
From: Donald C. Pratt

June 9, 2004


As a registered principal for over 30 years, I have seen many issues pass by which involve some wrong-doing by a member of the investing world. My recollection is that most of these involve deceptive sales practices or other illegal activities vis-a-vis mis-management of assets to facilitate new commissions or outright theft.

The 12b-1 fees in question are provided as compensation for on-going services required by investors AFTER the initial sales charges have been paid. Like it or not, investment professionals are in business, and need to make a living. The elimination of these fees would by definition take away the support required by the investing public, who in most cases do not have any degree of sophistication regarding the business world. My wife and family would take great exception to my remaining to assist my clients on a pro bono basis, and no longer earn a living wage.

In short, the elimination of 12b-1s would be disasterous. These fees should be increased instead, tied to investing success as they are, with scrutiny directed instead to those up-front issues mentioned above.

Very truly yours,
Donald C. Pratt
General Securities Principal