Subject: File No. S7-09-04
From: Jane Bragg, CFP

May 6, 2004

Re: File Number - S7-09-04

In January of 1987 I passed my series 7 examination which allowed me to place mutual funds, bonds, and stocks in investors portfolios. In July of 1991, I earned the Certified Financial Planners designation. I developed my clientele by presenting financial planning and investing clases four times a year for Fresno Adult School which I continue to do. Prior to entering the financial field I had been an educator for eighteen years. My preference was to work in a small independent office rather than a large brokerage house because I did not want the pressure of having to produce so much in commissions to meet my quota and keep my job.

More than half the people I have advised over the years would not have had financial advice which I included with the sale of a product because they were just getting started. The 12b-1 fees provide a small stream of income of about 20,000 a year that has given me something to count on to help pay the rent and my part-time assistant. Without the 12b-1 fees I would not be in business today. If the 12-b fees are terminated I will have no alternative but to close my business because I will not have a sustaining source of income.

Brokers who limit their clientele to a minimum investment of 100,000, 250,000, 500,000 or more can provide managed accounts where they earn a percentage of the value of the clients portfolio creating a steady increasing income stream. Needless to say, many of my clients do not qualify for a managed account. However, they do want to build their wealth. Eventually, over the years many of my clients have invested on a regular basis and now are happily retired because they had the opportunity to put away small amounts on a regular basis. WITHOUT THE 12B-1 FEES AS A GROWING SUPPORTING FOUNDATION FOR MY SOLE PROPRIETOR BUSINESS I WILL BE HISTORY. PLEASE SERIOUSLY CONSIDER MY PLEA TO MAINTAIN THE 12B-1 FEES.