Subject: File No. SR-FINRA-2012-031
From: Arthur Gottlieb
Affiliation: Managing Director, C.W. Downer & Co.

July 20, 2012

Dear Sir or Madam:

We are a small firm member of FINRA. Given the excessive compensation currently paid FINRA senior management and staff (as documented in their most recent Annual Financial Report) we strenuously object to any proposed fee increases. In addition, to the extent allowed under law, we request the SEC conduct an audit of FINRA operations to determine if this independent regulator is in fact fulfilling its mission in an efficient and cost-effective manner.

As a side note, I was astounded to learn that the top 10 executives in FINRA had aggregate compensation of $11.7 million in 2011, more than $1.17 million per executive. On the basis of incomplete data provided by FINRA, both numbers are almost certain to be higher in 2012.


Arthur Gottlieb