Subject: File No. S7-15-10
From: Joe Woods
Affiliation: Branch Manager, RJFS

August 19, 2010

The current 12b-1 fees provide an option to our clients not available under any other current platform. Many of our older clients are "buy and hold" investors and the 12b-1 allows us to service them without any additional charges. If 12b-1 were eliminated we would be forced to charge them fees for these services. We provide regular reviews and advice and consider the 12b-1 almost adequate compensation.

Our practice focuses on fee based accounts, however there are times when a lower 12b-1 versus fee option is more advantageous to them. Giving the client the option of fees with no 12b-1 or paying us via 12b-1 allows the client to decide what level of compensation we receive and what level they pay.

Many have argued the 12b-1 is not used as it was originally intended, and they are probably correct. 12b-1 does provide compensation for practitioners that if eliminated would simply be moved or passed on to others. If I were to price the services we provide for the 12b-1 fee now, the price will go up significantly. The vast majority is paying .25% and that fee would have to go up to 1% or more to justify the time and resources we utilize, or in other words the 12b-1 folks at .25% are getting a very good deal, and even those at 1% are below what will be charged if 12b-1 were eliminated.

Mr. Joe Woods
Branch Manager