Subject: File No. 4-538
From: Roy Fortner

June 21, 2007

I no longer have a broker dealer and am fee only so have no personal finalcial interest in 12b-1 fees. HoweverThose of us in the "fee only" business are not interested in small account s (lessthan $100,000 or in some cases much higher). It seems to me that someone needs to serve the small client on an onoing basis. Without some kind of ongoing payment there will be even less incentive for the reps. to service these accounts. Perhaps the definition of what the 12b-1 is for needs to be changed and a greater disclosure made to clients. Maybe, reps by accepting the 12b1 need to agree to some kind of minimal review of the account and if they do not agree they cannot receive it. This should be spelled out in bold type in the new account agreement. The clients could actually be given an option of deciding if they want the ongoing service. I think that elimination of this payment to the rep would ultimately reduce the services available to small investors who are the ones th at really need help.

I am writing to express my concerns about the SEC's ongoing review of Rule 12b-1. Middle class Americans need the continuing service, guidance and support that are provided by independent financial advisors to achieve their stated investment goals. 12b-1 fees provide a tax efficient means to support the continuing service which these clients require for successful investing. The benefits of 12b-1 fees are numerous and Include:

.Expanding Investor Choice - The multiple share classes made possible by Rule 12b-1 give investors choices by providing them with options in how they pay their financial advisor. The flexibility offered by Rule 12b-1 allows financial advisors to tailor a portfolio to their client's specific needs.

.Supporting Financial Literacy - Mutual funds send their investors monthly statements, confirmations, prospectuses, annual reports, and other materials. Financial advisors serve the vital role of educators by helping investors to make sense of these essential materials. 12b-1 fees are the compensation financial advisors receive for these efforts.

.Managing Client Expectations - We all know the common mistakes investors make; buying high and selling low, chasing past performance and harboring unrealistic expectations. 12b-1 fees provide financial advisors with compensation to manage their client's expectations and protect them from falling into this common investor traps.

.Insuring Small Accounts Receive Service - Investment advisory services are simply out of the reach of many small account holders. Financial advisors must have another means of being fairly compensated for servicing these accounts. 12b-1 fees provide the mechanism to insure small investors receive the support and service they need to achieve their financial goals.

.Subsidizing Additional Services - Independent financial advisors offer their mutual fund clients a variety of additional services including: consolidated account statements, periodic portfolio review meetings, quarterly newsletters, cost basis research, preparation of tax returns, and consulting on other financial decisions. These important services are made possible by the subsidy 12b-1 fees provide.

In conclusion, while it is reasonable to review the investor benefits of 12b-1 fees, it is obvious that the repeal of 12b-1 has the potential to cause great harm to thousands of individual investors who need the support and service of a trained financial advisor. As a result, I urge the SEC to allow Rule 12b-1 to continue to support my efforts to provide needed financial services to middle class American investors pursuing the financial goals.


Roy Fortner Fortner Finacial Services, Inc.