Subject: File No. S7-09-04
From: Dale C Sprout

June 10, 2004

I would ask you to strongly consider not eliminating 12b-1 fees. Since c shares have been introduced I have sold exclusively C shares I have had not clients with large enough purchases to make sense to do A shares. I explain C shares to the client and express that I am paid about 2/3 of a percent of the account balance each year which means I have an interest in the account growing just as much as my client. If the market goes down I take a cut in my pay. The 12b-1 fee allows me to service my clients accounts and not be tempted to just look for new accounts. By selling only C shares I actually only cover my expenses many times the first year and sometimes dont even cover my expenses but feel that if I do a good job eventually I will be compensated for doing that. Elimination of 12b-1 fees would either force me to leave the business or open brokerage accounts and charge fees to stay in business. That would not be a good thing for me or my clients.