Subject: File No.
From: Lewis D. Custode, Jr.
Affiliation: Chartered Life Underwriter, Chartered Financial Consultant, Chartered Adviser for Senior Living

October 27, 2010

Re: File Number S7-15-10

To Whom It May Concern:

I have been a licensed insurance professional and registered representative for over 20 years and have prided myself on providing individualized advice and ongoing service to my clients. While I support the new SEC rule 12b-2, I strongly object to the SEC permitting mutual funds to issue a new class of shares at net asset value that would allow broker-dealers to set their own sales charge and commission amount.

The reality is that as broker-dealers lower their sales charges and fees in an effort to gain market share, it will no longer be financially feasible for registered representatives to continue to provide the level of individualized advice and ongoing service that we currently provide to our middle and lower market clients. The end result will be that only upper-income investors (those who can afford assets-under-management arrangements or higher cost/higher service classes of shares) will continue to receive personalized investment advice. Additionally, investors with smaller fund account balances will be forced to self-direct their accounts (acting on their own proficiency within the financial markets) if they wish to continue to own mutual funds because their advisors will no longer be able to afford to spend the time to guide and advise them. Ironically, the people the SEC is trying to protect the most--middle and lower market investors—will be hurt the most, since they will be deprived of the guidance and service they need and deserve.

Finally, while competition based on price and cost sounds good, in my opinion it will come at the expense of needed advice and service for middle market investors.