Subject: File No.4-538

July 10, 2007

Nancy M. Morris, Secretary
Securities and Exchange Commission

Dear Ms. Morris:

I have been a Licensed Insurance Agent and Series 7 Securities sales person for 45+ years. I urge the SEC to reject any proposal to eliminate or restrict the payment of 12b-1 fees to registered representatives. In order to provide continuing service to our clients, including telephone discussions and periodic review meetings, we need to receive reasonable ongoing compensation. It is asking very little for a client with $10,000 invested to pay $25 yearly for our ongoing assistance. Rather than eliminate the 12b-1 fee, I would be in favor of a more detailed disclosure requirement. If the 12b-1 fee is eliminated we would have no choice but to go to a fee based relationship. It would be impossible to continue to provide the best of service to our clients without some form of ongoing compensation for our time and expertise. I suspect the clients would end up paying substantially more than the 12b-1 fee if we are forced to go to a fee based arrangement.

Thank you for your consideration.

Richard W. Walsh, CFP
Walsh Financial Services, Inc.