Subject: File No. S7-15-10
From: John Grady

September 15, 2010

The proposed changes to 12b-1 fees (i.e., reductions to these fees or capping them at 25 bpts) is quite troubling to me as a financial planner. I provide multiple share class options to my clients, explaining in detail how each works as well as explaining the pros and cons of each. Based upon one`s investment horizon and investment amount, I see benefits to each of the share classes and fee structures currently available to my clients. Choice is a good thing.

Moreover, most of my income after many years of service to my clients is derived from the 12b-1 fees paid via mutual funds. This ongoing revenue allows me to focus on servicing my existing client base and management of their assets, big or small. I charge nothing more for my time on the phone or in meetings with my clients. Were it not for the ongoing revenue provided me from these 12b-1 fees, I would not be able to focus on my existing clients, but rather would constantly need to solicit new business in order to make a living. Alternatively, I would have to charge my existing clients an hourly fee for my services to them, resulting in the vast majority of my clients paying more than they do now via the 12b-1 fees. Many would likely choose not to pay me, I would have to drop their accounts, and they would be on their own to manage their investments and financial life. This is not where they want to be; they sought out my services and realize that they are compensating me for my time and efforts.

The fees paid now are quite reasonable and affordable to the masses. Most of my clients wonder how I can afford to meet with them as often as I do and charge them no additional fees. My fear is you will eliminate the incentive for financial advisors such as myself to offer their services to nearly anyone who is interested, regardless of net worth or assets to manage.

Please consider carefully how you will be disrupting the service and advice currently being provided to average Americans by thousands of advisors throughout the country.

John Grady
Certified Financial Planner