Subject: File No.
From: Alexander S. Smith
Affiliation: Financial Advisor, Cornerstone Concepts, LLC

November 3, 2010

Dear Sir or Madame,

I am writing to express my concern with allowing broker-dealers to create funds and attach 12b-1 fees to them (or whatever the designation is at that time). We are already a highly regulated industry and have a clear line that my B-D is not in competition with me. If you allow this policy change to go through, it's going to add more regulation, complexity for the consumer and harm the middle class investor.

If this change creates a decline in commissions or fees paid, then fewer of the middle class will be served and more focus will be placed on the high income/net worth market.

All around, this would be a negative for the average investor-opposite of what I believe you intend.

Respectfully submitted,

Alexander S. Smith