Subject: File Number S7-15-10

October 20, 2010

12b-1 fees give the smaller investor access to the markets, while being afforded hands-on investment advice from a personal financial advisor. To this end, 12b-1 fees help compensate the financial professional for representing the smaller investor just getting started.

To abolish 12b-1 fees, and/or to minimize the relevence of these fees would be a real disservice to inexperienced, and accredited investors alike. Moreover, it would prevent financial professionals from providing investors access to low cost investment solutions, including reasonable break-point pricing concessions on future investments.

Continuing to allow 12b-1 compensation to financial advisors, would ensure that healthy levels of competiton are maintained among fellow "fee-based" advisors, and advisory firms. At the end of the day, this would result in a more informed investor, and financial advisors more inclined to satisfy the spirit of any/all full disclosure compliance requirements.

More to the point, there are many instances when there is an apparent need for monthly income -- obviating the need for the best income producing mutual fund solution to meet this client objective. Relegating this monthly income objective as second in importance to recommending only a no-load mutual fund, and/or "fee-based" investment solutions would be a real disservice to both the investment community, and financial advisor. The no-load mutual fund, and "fee-based" investment platform would also be inclined to underperform in lieu of limited holding periods, and/or the diminishing returns caused by the drag of additional fees during periods of market weakness (e.g., recessions, bear markets, etc.)

12b-1 fees are a great way to level the playing field for both investor, and investment professionals so that everyone has full and equal access to the markets, and ongoing investment advice -- especially important during difficult market periods.

Mr. Michael Van Hoof