Subject: File No. 4-606
From: Larry A Berger, CPA

August 3, 2010

These comments are from a CPA turned financial adviser with over 35 years of experience.

1. I believe the SEC should do what it can including providing the leadership to bring hedge funds under supervision as they appear to be operating in their own world and have abused this freedom in naked short selling of Lehman Brothers stock as well as naked credit default swaps in Greece debt.

They should be forced to provide transparency of their positions as part of higher capital and margin requirements on derivatives.

2. I believe the credit rating agencies were a primary cause of the problem of the toxic debt melt-down in 2008 because they did not do their job. They should be compensated by the investor and not by the people looking for a rating. I understand that the world took a $3.6 Trillion hit when the bundled mortgages were written down. What were the consequences to the rating services for such poor work? Who was regulating the credit agencies??

3. Ex-SEC Regulators should be excluded from lobbying for a full 5 years.

4. The SEC did not do their job in watching the mortgage giants. I understand that the SEC was still giving Freddie and Sallie top quality grades 30 days before they collapsed.

5. The SEC should lead the effort to bring back the Glass Steagall act passed in 1933 and repealed in 1999. The 2008 bank/brokerage giants never would have even existed to fail had this act not been repealed.

6. Bring back the up-tick rule passed in 1938 and repealed in 2007. This repeal lead to the market manipulation of Lehman Brothers stock by the naked bear raid on its stock.

7. The SEC should focus on what is by far the more important issues. While they ignored the Freddie Mac deterioration and the ponzi schemes like the Madoff scandal, they seem to have focused their efforts for the past several years on the 12b-1 disclosure issue. The 12b-1 is only $9.5 billion in a year. The Madoff ponzi scheme was about $53 billion by itself and I don't have a loss figure for Freddie Mac but it is many times larger than the 12b-1 issue.

8. The SEC should cooperate with the world in coming up with better rules. Germany was bold in its action on 5/20/10 when it banned naked short selling and speculation on European government bonds with naked credit default swaps. Why can't we work with them and the rest of the world? The Hedge Funds are global so we should have global regulation on them.

9. The flash crash of May 6th still has not been explained the to public as to how it could happen. This appears to be a combination of computer program trading triggered by a large short-sale of options by a Hedge Fund. I am and I think other investors are increasing of the belief that the financial markets are the playground of the market manipulators and decreasingly a medium for investment.