Subject: File No. 4-538
From: Mike C Spencer
Affiliation: Financial Advisor

June 19, 2007

I'll make this submission very short to help conserve your time As a Financial Professional I believe in delivering comprehensive Financial Advice to all of my clients regardless of their ability to pay or the amount of assets they possess. I want to provide my clientelle ongoing support and advice. The best way for me to do this, at least with smaller accounts, is through my being compensated with a 12b-1 fee. Their ability to pay a hourly rate, or an asset based fee in many cases is not appropriate. I would also suspect that many individuals would not come to the initial appointment if these methods were their only way to pay for the service. In most cases a 12b-1 fee does not amount to a lot of compensation, but it pays for the time my employees have to devote to their case. Currently, 12b-1 compensation makes up about 1/3 of my annual income and is needed to pay the bills. Without it, smaller accounts would not be serviced. I would prefer that my 12b-1 compensation be reported on my clients statements for full disclosure purposes. Mike Spencer