Subject: File No. S7-15-10

October 19, 2010

I believe Rule 12b-1 provides fair compensation to financial advisors for providing middle-class Americans (my clients) with critical support and guidance in planning to achieve important financial goals ranging from retirement, to college funding for children, to caring for aging parents. Please keep 12b-1 fees as an essential way of aligning the interests of the advisor with the interests & benefit of small investors.

Surely, with all the malfeasance in other investments products recently, (hedge funds, mortgages securities& various other derivative investments) the SEC resources would better serve the investing public by better regulating these issues rather than chasing popcorn farts that results in reduced service to the small investor.

John Dondero