From: Michael Williams
Sent: July 19, 2007
To: rule-comments@sec.gov
Subject: File No. 4-538


I am writing today to express my concern with the thought of removing the 12b-1 fee.

Getting right to the point, accounts that generate a 0.25% 12b-1 fee will be moved and charged 1.00% in fee-based accounts so the clients will lose in this scenario.

An adviser could decide to only charge 0.25% in a fee-based account but they, and the client, will be faced with ever-increasing paperwork required to make the move. Less time will be spent monitoring client's accounts because of the increased workload. It's not a productive use of anyone's time.

Eliminating the 12b-1 fee will ultimately hurt the client more than the adviser and that's counter to our role as an adviser and fiduciary.

Please consider the consequences

Sincerely,

Mr. Michael Williams
Owner
Williams Financial Management
457 Laureles Grade
Carmel Valley CA 93924