Subject: File No. S7-16-15
From: Jim H Francis

November 4, 2015

It seems to me that S7-16-15 is burdensome for fund managers and so vague that it is useless. Liquidity is only an issue in a panic situation. The rule doesn't seem to apply to a panic selling situation or define the market conditions to be assumed. How long it takes to convert to cash depends on market conditions and the amount of cash (price) requested. It is not simply based on the particular security alone. Fund managers are left to interpret the rules with little basis for their classifications and virtually no consistency between assumptions of market conditions from one fund manager to another. Also, it makes no sense for the SEC to dictate how liquid a security must be, such as percentages in each category of liquidity risk.