From: Jon M. Black
Sent: July 9, 2007
Subject: File No. 4-538

Dear Ms. Morris - I am a Registered Representative representing Transamerica Financial Advisors. It has come to my attention that the SEC is reviewing the issue of 12b-1 fees and if they should be changed or abolished. I truly believe that the elimination of these fees would have the exact opposite effect desired by the SEC. First of all, these fees are a very small percentage (.25%) of our clients assets and this payment compensates me and others for our ongoing service and support to all of our customers. We are in a business that has been inundated with many competitors and what sets us apart is our ability to interact with our clients and always be available to assist them. I pride myself on the relationships developed with so many families over the past 30 years. Again, this small amount of fees they pay allows me to provide the quality service they have come to expect. In fact, by helping to reassure them during turbulent market times I know that I h ave saved my clients significantly more money than any fees they have paid. I fact there are many statistics that show that shareholders that stay the course and are calmed by their advisors enjoy substantially higher long term returns. All of my clients are aware of these 12b-1 charges and none of them have any complaints that I am compensated in this manner for my ongoing service. I have fought the trend of becoming a fee-based or asset-based advisor because I have not seen that trend as beneficial for the customer; however, under the scenario without 12b-1 fees I am sure you will see more and more advisors making that transition and then the client will be paying a lot more for ongoing service fees. As it stands now, a client with $100,000 in assets only pays a service fee of $250 - to me that is a small price to pay for professional assistance.

I have no issue with and would readily support any proposal for additional disclosure requirements of 12b-1 fees. As previously stated, I am already disclosing these to my clients. For all of the above reasons, I urge the SEC to reject any proposal to eliminate or restrict the payment of 12b-1 fees to registered representatives for providing continued service to clients. Thanks very much for your consideration of my comments on this subject.

Sincerely.................................Jon M. Black