Subject: File No. S7-15-10
From: Robert J Miller
Affiliation: Investment Advisor

September 27, 2010

I am an investment advisor who makes his living selling to and servicing corporate clients with 401(k) accounts. My income on this business is derived through the 12b1 fees. Please be aware that there is a lot of ongoing, continuous work associated with these clients, including education programs for their employees and annual meetings, which require travel for a physical presence at each time. Monitoring the program and fund selections is also onging work. There are also other tasks associated with each corporate relationship that exceed a regular retail client's needs. I hope the 12b1 fee structure can be counted on in the future to compensate the broker. Often the client is able to invest in "retirement class shares" that also carry a 12b1. The internal fees associated with this share class are usually very fair and very competitively set. If a broker's pay isn't going to be continued through the 12b1 mechanism, I'm afraid unscrupulous salespeople will try to impose much larger account management costs on the corporate client, especially small ones whose business nobody really wants to take.