Subject: 12B-1 Fees

July 11, 2007

Nancy M. Morris, Secretary
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.20549-1090.
Re: File No. 4-538

Dear Ms. Morris:

It has come to my attention that SEC Rule 12b-1 has come under your scrutiny because of disclosure issues and the purpose of the fees. I wanted to voice my concern over the perceived problems with 12b-1 fees.

I am a Certified Financial Planner and and have been in the business for over twenty two years. I agree that there may be financial advisors out there who are not adequately disclosing the fees a client pays, and that is a shame. We do business the way it is supposed to be done with full disclosure of what we are paid, and what the client pays when they invest in a mutual fund. I use "C" shares for a number of reasons. First, I am associated with an independent broker/dealer and am not pressured in the least to sell certain products. I use a filtering software to select appropriate mutual funds that match my clients objectives. Asset allocation is the key to my business. I receive a 1% fee per year. The total expenses of the C shares I use usually come in between 1.75 and 2%. Of those fees, I get a modest 1%. This fee based approach I feel is fair because my clients continue to get good service. By eliminating or further limiting the 12b-1 fee, you eliminate most of the financial incentives to provide good financial service, and could harm those investors who want and need that extra advice. Financial professionals will not want to provide that service for free!

This is why I urge you to reject any proposal that would reduce or eliminate 12b-1 fees to registered representatives for providing ongoing service. Thank you for your consideration.

Jim MacDonald, CFP
Reed & Company, P.C.