From: JIMMY88@aol.com
Sent: Thursday, May 06, 2004 11:13 AM
To: rule-comments@sec.gov
Subject: To: Jonathan G. Katz, Sec. Re: File Number S7-09-04

Jonathan G. Katz, Secretary
U.S. Securities & Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609
RE:  "File Number" S7-09-04.

Dear Sir:

As an NASD registered representative I would like to offer my comments on the 
proposed rule to eliminate the payment of 12b-1 fees to brokers.   

I feel this rule would not serve its presumed  intended purpose, but instead 
would ultimately harm the investor, especially the smaller investor.

In particular,  the smaller investor relies on their broker for ongoing 
administrative tasks, such guidance on re-allocating assets among different 
fund categories in a fund family as goals change,   and address and 
registration changes.  Many times during market volatility ,they like to be 
reassured as to their stated goals and how they relate to short term market 
instability.  The ongoing relationship with the broker is quite important to 
long term good communication and guidance. 

If a broker is not somehow compensated for this ongoing investment in time and 
labor,  in servicing these smaller accounts,  the incentive to continue to 
provide these services with no compensation will diminish. 

I fear that as a result, the small investor will eventually suffer, and will 
not receive the professional assistance he deserves, regardless of account 
size.  

12b-1 fees ensure that all investors, smaller and larger, receive deserved 
attention from their brokers for ongoing service.

I urge you to not eliminate this important compensation which serves as a 
foundation for ongoing long term relationship building, which is imporant in 
the investment decision making process.  

Respectfully,

James Rowe