Subject: File No. S7-15-10
From: James D Coker
Affiliation: President, Coker Palmer, Inc.

August 24, 2010

12b-1 fees are being characterized by the commission as purely marketing fees. In reality, it is a way to compensate registered representatives for their ongoing advice with regard to clients mutual fund holdings. 12b-1 fees are only one component of the cost of holding mutual funds and of course need to be disclosed along with all other costs, including management fees, transactions costs, etc. so that the client has a clear understanding of all fees involved. We have found that class C shares are often a very fair way to charge the client and compensate the broker. We often produce recommendations that are within a mutual fund "family" with an allocation along asset classes and growth/income objectives commensurate with client needs and objectives. As the clients needs and objectives change over time, the representative recommends and assists in reallocating those assets. By working within a fund family, costs to the client are minimized while the registered representative continues to be compensated for his/her efforts. This has proven to be a very efficient and effective way to handle such client/broker relationships. Capping the compensation will in my opinion cap service.