Subject: File No. S7-09-04
From: Mark R Richter

May 5, 2004

I can not understand why it is no longer fair to be paid for an ongoing service. 12b-1 fees can in fact be less expensive for small investors, portfolios less than 250,000, then most wrap accounts. At issue is the soft dollars paid by fund companies to get their funds on the store shelves, not the fees paid to individual brokers.
With proper disclosure to shareholders, clients should be able to decide themselves whether or not they require the ongoing professional services. Improved diclosure maybe but not the removal off 12b-1 fees.