Subject: File Number S7-15-10

October 21, 2010


As a broker, RIA and Certified Financial Planner who has operated under both commission and fee-based compensation business models for almost twenty years, I feel I am qualified to provide a perspective on the 12b-1 issue.

Our experience has been that the vast majority of middle-class and upper-middle class investors prefer NOT to have fees billed seperately or broken-out from their account values. They find it inconvenient and distracting, especially during periods of negative performance. As practioners, we have found that for new accounts under $1,000,000 that include an initial financial plan, an "A-share" model with breakpoint discounts and a 25 bps trail is less costly both initially and over the long run for the client.

We disclose our compensation upfront, including an explanation of the ongoing 12b-1 to cover our ongoing service (which includes reporting and periodic reviews). We`ve yet to have anyone complain or question the value vs. cost of this arrangement. In fact, most of the new clients we receive are LEAVING fee-based arrangements at wirehouse firms because they were too expensive and provided too little service.

If you feel disclosure is an issue, simply re-name the 12b-1 fee in the prospectus to reflect what it is primarily used for; Ongoing Advisor Compensation (OAC). As for the amount or limit, I am quite comfortable with a 25-35 bps maximum fee level for equity mutual funds and 5-10 bps trail for bond funds.

Also, as a firm,we count on trail revenues to support our practice during slow periods and to service accounts that no longer invest additional funds (retirees). To eliminate 12b-1 fees would force us to change our business model, incur more overhead, limit investment options and force us to eliminate or restrict services to smaller ($500,000)accounts. These accounts tend to be held by families who can not afford higher fee structures nor can they write a large check every quarter or year as most if not all of their investments are held in IRA accounts.

My advice is to retain the A-share format with an annual limit on ongoing advisor compensation (maybe 35 bps)with no lifetime limit. Eliminate B-share and C-share formats. Rename 12b-1 fees to reflect what they are truly being used for: OAC.

I may be reached at 540-428-3578 with any questions.

Christopher J. Parios, CFP
Parios Associates, Inc.