Subject: File No. S7-15-10
From: Susan B Hays
Affiliation: Member NAIFA

November 5, 2010

I live in the state of Hawaii and am a registered representive and an insurance agent. I have had my practice for over 30 years, assisting folks in the middle income bracket ($45,000-100,000) plan for their children's education, buying a residence and retirement. Most of my clients are college educated, and work in public education. I believe, and so do my clients, that I have provided a service that has enabled them to take many steps, with my help, to make sure they will not have to be dependent on the federal government or their children in their retirement years. For that help, I have received through commissions and other service fees, a reasonable income that enables me to stay in for the long haul for my clients.
While I am in favor and support new SEC rule 12b-2, I strongly object to the SEC permitting mutual funds to issue a new class of shares at net asset value....just for broker/dealers to set their level of fees. I believe this would ultimately result in many small businesses, like mine to go out of business or face working for one of the large, "pressure cooker" brokerage houses.....who pay little attention, if any, to the type of clients I help.
This ruling will make it very difficult for clients like mine to seek advice from good, qualified representatives. I spend a lot of time with my clients and they appreciate it. As a result, I have several three generation families I service. That doesn't happen without long, quality relationships with my clients.
I urge you to not to pass would hurt the very people the SEC is trying to help.
Thank you
Susan B. Hays