Subject: File No.
From: David S Spellman

November 3, 2010

I am very concerned about the rule-making that would allow broker dealers to reduce and or negotiate 12B1 fees. It is important that costs be the same so there is a level playing field -- and negotiation of this fee will result in a race to the bottom, forcing everyone to compromise service provided to customers.

Negotiation of the fee amounts, in my opinion, to rebating when involved with any product that is commission-based.

Brokers can now choose and consumers can now choose to do business in a commission-free environment, where all fees are totally negotiable. This structure is viable for consumers with significant assets and who can afford to pay fees.

Imposing this new system will force more brokers into the fee-based, commission-free system -- which fails to address the needs of middle and lower market consumers who cannot afford to pay a fee and only have nominal assets. If anything, these folks are of greater need for the services of a professional financial advisor as they are living closer to "the edge."

In the strongest of terms, I urge you to reject the push toward negotiable 12b1 fees.