Subject: File No. S7-15-10
From: Susan Brauner
Affiliation: V.P., The Brauner Company

August 31, 2010

I am very concerned about the proposed changes to C shares and 12B-1 fees. Our practice serves Middle America. Most of these clients pay for our advice and guidance through the use of C shares. Our relationship with them is a long term relationship which can be 20 years or more. It doesn`t make sense to stop an advisors compensation after 5 or so years by capping C share compensation. Why would an advisor continue working with a client for years 6 - 20+ if they weren`t compensated? How could we stay in business if our revenue stops? How could we continue to pay our employees and pay the rent? Investments are not a one-time transaction like buying a car. It is a long-term ongoing relationship focused on guiding them through the many financial transitions in their lives. None of our clients object to the C share compensation model as it now works. They like the idea of basing our compensation on the value of their account. If their account grows, so does our compensation. If their accunt shrinks, so does our compensation. We both want the same thing. Please don`t force us to stop helping Middle America by changing C share compensation. You will be hurting investors not helping them.

Susan Brauner
The Brauner Company