Subject: File No.4-538

August 6, 2007

I am writing to express my concerns about the SEC's ongoing review of Rule 12b-1. Middle class Americans need the continuing service, guidance and support that are provided by independent financial advisors to achieve their stated investment goals. 12b-1 fees provide a tax efficient means to support the continuing service which these clients require for successful investing. The benefits of 12b-1 fees are numerous and include:

I have been an independent financial advisor since 1991.

The 12b-1 fees have strengthened my relationship with my clients . Examples such as continuous educational literature from Mutual Fund companies to review with clients. Communication , assisting how 24/7 headline news should be interpreted , managing emotions , impact of interest rates either going up or down , impact of tax law changes on certain asset categories and just an overall feeling of comfort that I will be monitoring my clients investments and making changes as their lives and appetite for risk change . Without this ongoing service many people may not even invest into financial markets .

I have made many personal sacrifices in my life to meet and review with my clients , many evenings at their home to convenience my clients .

I had a recent review with a husband and wife clients of mine since 1995 , they mention they probably won't have any other assets to invest and asked me if I will continue to service their accounts , I said yes .

I believe my clients have no objection to the 12b-1 fee , for the service they get in return . This is a great value .


Mr. Patrick O'Halloran
Independent Financial Advisor
SII Investments