Subject: File No. S7-15-10
From: Joseph C Scherer, MBA
Affiliation: CFP, Raymond James Financial Services, Inc.

August 12, 2010


I have been a financial advisor for 11 years. When I started my practice, I was introduced to C-shares for the first time. It made intuitive sense to establish my practice utilizing C-shares because it put me and my clients on the same side of the table over time. If my clients accounts went up I got a raise. If my clients accounts went down I took a pay cut. That seemed reasonable. It seemed much better than the alternative of I get paid when I change things.

I also realize that through my analysis and evaluation of my clients investments, sometimes keeping a particular investment may be more appropriate than making a change. What the new rules are suggesting is that the idea of holding a good investment is only of value for a certain amount of time. After that amount of time, the advice to hang on to a solid investment is no longer of any valuehow can that be? What that rule is indirectly suggesting is that changing investments is more valuable to our clients (therefore, they should pay for that advise) than keeping a good investment that they already own (therefore, they should not pay for that advise.) That is NOT intuitive, is it? Also, I dont believe that is your intent.

Advice has value. It doesnt matter whether that advice is change or dont change both ARE advice. Both should be of the SAME value. It doesnt require any less evaluation on my part to determine that a particular investment is good enough to keep versus good enough to replace a current investment. Why should the compensation to me for that service be different?

I dont really think that the issue is ongoing compensation based. If it were, then wrap accounts would be under scrutiny and theyre not. They do the EXACT same thing the C-shares do, just with more disclosure. I am in agreement that more disclosure is a good thing. But, if disclosure is the issue, lets focus on THAT. Otherwise, why would it be ok for a wrap account to pay me 1% per year, but not ok for a C-share to pay me 1% per year? They are the exact same thing.

I think that your goals are worthy I just think that perhaps your approach needs a little modification. Thank you.