Subject: File No. 265-28
From: Keith P Bishop
Affiliation: Former California Commissioner of Corporations

September 21, 2014

Consideration of fee-shifting bylaws is not within the purview of the Investor Advisory Committee ("Committee") as established by Congress in Section 911 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. That statute provides that the purpose of the Committee is to advise and consult the Securities and Exchange Commission with respect to the following:

(i) regulatory priorities of the Commission
(ii) issues relating to the regulation of securities products, trading strategies, and fee structures, and the effectiveness of disclosure
(iii) initiatives to protect investor interest and
(iv) initiatives to promote investor confidence and the integrity of the securities marketplace

None of these topics involves questions of state contract law. The Committee should limit its activities to those purposes prescribed in the statute that created it.