Subject: File No. S7-15-10
From: Cynthia Shively, CFP
Affiliation: partner, Shively Associates

August 2, 2010

Capping 12b-1 fees will hurt small investors. Investors who do not have enough to meet fee based account minimums will be left with little choice other than A shares. As far as disclosure goes, FINRA has been requiring a mutual fund cost calculator that illustrates the appropriate share class dependent on the investors time line, amount available to invest, and other assets held at the same fund complex. Continued use of this tool allows investors to make educated decisions.

In addition, negotiated sales charges will be a disaster. So many of the fund complexes already have different sales charge schedules for equity funds vs. bond funds vs. ultra short bond funds and they are all very similar and very competitive already. Break points and letters of intent already discount up front sales charges now. Once again, small investors will be hurt when their "newbie" investment advisor at the bank gives them a price break to invest because they are under pressure to make a sale and the next time they call for service,the "newbie" is gone because he/she couldn't make any money.

Our current overhead expenses amount to approximately $220 annually per client group and we are 3 CFP's in good standing, all with at least 25 years experience. Our client satisfaction scores are outstanding. If we accept a client, we take care of them. If we cannot be reasonably compensated on smaller accounts, we will stop accepting them and they could wind up with an inferior advisor.