Subject: File No. S7-45-10
From: Lex O. McMillan III
Affiliation: President, Albright College

June 5, 2012

Elizabeth M. Murphy
Securities & Exchange Commission
100 F Street, N.E.
Washington, DC 20549-1090

Dear Ms. Murphy,

I write to express my concern and dismay over the proposed SEC rule that would require trustees and staff of colleges and universities to register as municipal advisors under the referenced act. Although I recognize the good intentions behind the proposed rule, I sincerely fear that the rule, if enacted, will have substantial and deleterious unintended consequences on the historic governance structure of higher education, particularly the independent sector, which, I believe, has long set the standard for excellence in American higher education. In short, I fear that many would simply not wish to serve as volunteer board members if required to register as municipal advisors. The expectations and demands on our trustees are already substantial, and these individuals share generously with their time, talent, and treasure to support and advance our mission. To make this substantial commitment even more onerous would not serve the best interests of the institutions they serve or the public for which they exist. I hope the SEC will amend the proposed rule to exclude the volunteers and staff who serve these institutions of higher learning.

Sincerely yours,

Lex McMillan

Lex O. McMillan III
Albright College
P.O. Box 15234
Reading, PA 19612-5234