Subject: File No. S7-15-10
From: Michael K Nakahira
Affiliation: Branch Manager, First Allied Securities Inc.

August 30, 2010

It has become the case that fees paid under rule 12b-1 in great part cover the cost to service clients on an ongoing basis. Without such a compensation structure it is not possible to provide ongoing service to the general public regardless of account size. I agree the fee must be properly disclosed to the client and the fee should in spirit match the rule. So providing more definition is important and needed.

Many investment professionals in offering product determined the proper share class to use based upon the client relationship/need. The dramatic change proposed will lead to an examination of these existing and agreed upon relationships. For better or worse business models and relationships will be impacted.

The agency must protect the interests of clients while promoting access among all consumers to quality investment advice given by professionals.

In respect for existing relationships and their structures I believe and many agree the commission should leave in place and "grandfather" share classes as they existed on the day of this proposal. Relationships per share class would convert per prospectus.

The industry wishes to serve the vast majority of the American public when they seek out professional and timely advice. This model can only exist with consumers being treated fairly and professionals being compensated fairly for their ongoing good work. Thank you.