Subject: File No.4-538

July 9, 2007

I am an investment advisor in the Silicon Valley. I have been working diligently over the past several years to build a book of business that is based upon doing what is right for my clients. Knowing that there is an asset based compensation (12b-1 fee) helps to insure that even after a single transaction is completed, sometimes years after, I have incentive to continue to counsel my client and provide service that does not include recommending moving the money simply to generate more commissions. The idea of doing away with these fees could encourage representatives to be less objective with their clients and could, in the end, do the one thing that the SEC is trying to avoid by eliminating these fees: increase the overall cost to the general public by creating the need for a rep to generate a commission in order to justify spending time with a client.

Please keep these very necessary fees, that help not only advisors but the investors they serve as well.

Greg Soulsburg

Director of Client Services

Miceli Financial Partners
Mass Mutual Financial Group