Subject: File Number S7-15-10

October 28, 2010

To Whom It May Concern,

I have been in the financial services business for 27 years and I recently reviewed the SEC new rule regarding 12b-1 fees. Although I support the new SEC rule 12b-2 which changes the language regarding disclosure to improve transparency, it goes to far in allowing broker-dealers to create a new class of shares and set their own sales and commission charges. I feel this will severity impact the middle income investor, whom typically hold smaller account balances. In their quest to gather assets under management the mutual fund companies will drive fees so low that most advisors will be reluctant to assist the middle class clientele because they will not be able afford to service these particular clients. This approach seems to contradict the SEC initiative to protect this smaller investor, whom will suffer the most because of less service and guidance availability. Please reconsider this portion of the proposed 12b-2 changes.

Larry C. Klingensmith