Subject: File No.
From: Roger S McCulloufh
Affiliation: NAIFA

October 27, 2010

I am writing to express my views concerning File # S7-15-10.
I have been active and licensed in the insurance arena and as a registered representative for over 30 years. I appreciate your efforts in rendering reform of Rule 12b-1 and believe the new SEC Rule 12-b-2 will benefit the public and improve transparency by titling the fee area as "marketing and service fees and/or ongoing sales charges". I am greatly concerned you are making a grave error by creating a perceived competition based on price. You will hurt the middle and lower market investor and deprive them of services they need and deserve. Because of this I rigorously oppose permitting mutual funds to issue a new class of shares at net asset value allowing broker dealers to set their own sales charge and commission amount. The outcome will be that only upper income investors who can afford asset under management arrangements will have access to personalized investment advice. Is this your intent? Thank you for your consideration.