Subject: File No. 4-538
From: Michael E. McCune,JD,CLU
Affiliation: Financial Consultant

June 18, 2007

My apologies as this is my second comment on this issue. However, there is another substantial problem with elimination of 12b-1 fees. Many financial advisors have built a substantial part of their practice around these fees and it is the equivalent of an implied contractual agreement between the client and the advisor that this is one way that the advisor gets paid for what he does. Perhaps better disclosure of this implicit agreement to the client will be an alternative that the panel will consider but the elimination of the fees themselves is again draconian and retroactive legislation (which any student of the philosophy of law will know is perhaps the worst type of bad legislation) and patently unfair to advisors who have spent years building up a revenue stream based on these fees as a basis of servicing a portion of their clients. Clients assume that their broker is receiving compensation for taking care of them if 12b-1 fees are eliminated, then that assumption will go by the wayside and the basis for the business relationship between the client and the broker (and a portion, perhaps a very large portion, of the business of the broker) is destroyed by regulation that unintendedly deprives the client of his trusted adviser that he/she has known for years.