From: Scott Bordelon, CFP, AAMS [scottmobile@fimadvisors.com]
Sent: Thursday, May 06, 2004 10:26 AM
To: rule-comments@sec.gov
Subject: File No. S7-09-04

Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609

May 7, 2004

Dear Mr. Katz:

I am a fee-based registered investment advisor and I urge you not to approve
Proposed Rule in Release No. IC-26356 as proposed.  Wile most of our
compensation from clients comes from fees charged to clients for managing
their accounts, I think that particularly smaller clients and accounts that
may not be suitable for fee-based managed accounts would suffer if this
proposed rule is adopted.

I believe a very positive development has occurred over the years since the
adoption of Rule 12b-1, which we believe is of substantial benefit to fund
shareholders, particularly those shareholders with relatively smaller mutual
fund investments.  The receipt by broker-dealers and their representatives
of 12b-1 fees has enabled these shareholders to receive ongoing professional
services which would otherwise not be available to them or only available at
additional costs to these shareholders.  These services include not only
administrative services, such as providing, changing or correcting account
information, but also substantive assistance through the provision of
analysis and financial planning for these shareholders.

Surely these shareholders would not receive the same level of service
without additional costs being incurred by the shareholders.

We are aware the Commission has received numerous comment letters from
brokers indicating that, without the 12b-1 Fees they receive they would not
be able to provide these services to their fund shareholder clients at all
or without imposing charges for these services.   The incentive to receive
commissions on transactions in the absence of Rule 12b-1 fees also likely
would result in reduced attention paid to fund shareholders after the sales
as well as possible increases in transactions in accounts.

I believe that the interests of fund shareholders are best served by
aligning the interests of the broker with the interests of their fund
shareholder clients.  This is best achieved through the receipt of Rule
12b-1 Fees as opposed to incentives for transaction based commissions or the
need for additional charges to fund shareholders for these valuable
services.

Thank you for your consideration of my opinions.

Sincerely,

Scott E. Bordelon, CFP@, AAMS
Financial & Investment Management Advisors, Inc.
(A Registered Investment Advisory Firm)