Subject: File No. 4-538
From: Seth J Diener
Affiliation: 1717 Capital Management Company

June 14, 2007

Dear SEC:

I am writing this note you with sincere concern regarding the upcoming review of 12b-1 fees.

I never understood why the 12b-1 fee was titled for marketing purposes. I suppose that this was the intent when it was originally put in place.

Over the years I have seen that many investors have implemented what I call the "Ron Popeil" method of investing, where they "Set it and Forget it".

On their own or with the help of an advisor they may have initially put together a nice allocation of Mutual funds but then never re-balance or put forth due diligence in reviewing their initial choice of funds.

This obviously leads them to hold onto a fund that may need to be replaced and also many times results in the portfolio becoming out of balance in terms of the risk that they may have initially intended to take on.

I believe that I speak for many other advisors when I say that 12b-1 fees are used for the compensation of our time to go back and review these accounts on a periodic basis to ensure that the above does not happen.

If you should decide to eliminate 12b-1 fees I would be more than confident in saying that every investor would be negatively impacted because you are eliminating any incentive to service these accounts. You will also see the mass exit of clients who are currently paying what I believe to be a bargain 12b-1 fee to higher expense wrap account fee.

Lastly, I would suggest that the person that reads this ask themselves one question, "Am I getting paid right now to review this old rule from back in 1980?" The answer is obviously yes and if you decide to eliminate 12b-1 fees then I would also suggest you change your compensation package so that you only get paid to discuss new rules and not the old ones.


Seth J Diener