Subject: File No. S7-09-04
From: Kevin B. McGrath

May 7, 2004

Dear Secretary Katz,
I am a broker that serves a great number of modest shareholders. Without compensation from rule12b-1 I would not be able to service this group of clients and their families. It has often been commented to me, by clients and prospects, that they never knew someone like me was available to help them sort out all the information that overwhelms them. To be their advocate.
There is a part of the population that only needs a compass, then there are the clients I serve that need a guide. Please consider the continuation of this important, yet modest compensation, so that collectively we will not need to turn our back on those that need assistance.
Thank you.
Kevin B. McGrath