Subject: Comments regarding File Number S7-15-10

October 27, 2010

Elizabeth M. Murphy, Secretary, Securities and Exchange Commission

• I have been a licensed insurance professional and registered representative for over 16 years.
• I support new SEC rule 12b-2, which would continue the 25 basis points fee that is used to ensure investors receive ongoing service and advice, and the SEC's proposed use of the terms "marketing and service fees" and "ongoing sales charge" in place of "12b-1 fees" to improve transparency in disclosure documents. This process has been in place for decades and in my opinion the fairest ongoing compensation method for both the consumer & advisor.
• However, I strongly object to the SEC permitting mutual funds to issue a new class of shares at net asset value that would allow broker-dealers to set their own sales charge and commission amount. Our industry is already struggling with too much regulation, creating new share classes will only add more potential litigation. Please keep it simple!
• Competition based on price and cost sounds good but will come at the expense of needed advice and service for middle market investors. In my opinion my customers seek advice from me not only on the nature of the actual investment but the how it relates to their overall financial goals which entails IRS, State Laws and individual family situations to properly select and upkeep their future financial posture. These items that I mentioned in my opinion is rarely if ever researched by the consumer, it would take hours if not years for a consumer to digest this type of knowledge. I feel this is what the Advisor is being compensated for.
• As broker-dealers lower their sales charges and fees in an effort to gain market share, it will no longer be financially feasible for registered representatives to continue to provide the level of individualized advice and ongoing service that we currently provide to our middle and lower market clients. Bottom line, the largest class of Americans that need the individualized "hand holding" will not be serviced and this will only aid to the extinction of the middle class in America.
• As a result, only upper-income investors who can afford assets-under-management arrangements or higher cost/higher service classes of shares will continue to receive personalized investment advice.
• Investors with smaller fund account balances will be forced to self-direct their accounts if they wish to continue to own mutual funds because their advisors will no longer be able to afford to spend the time to guide and advise them, leaving discount brokerage fund platforms as the only affordable option for middle and lower market investors. As mentioned above the pure nature of the investment is only one part of the equation. Investing is very dynamic, you can only received limited amount of information to make a prudent and sound decision online. In my opinion 80% of the decision making process is emotional, the investment product, vehicle and changing family goals can only be analyzed in a face to face meeting…not online!
• The people the SEC is trying to protect the most--middle and lower market investors-will be hurt the most, since they will be deprived of the guidance and service they need and deserve.

Thank you for reviewing my comments.

Regards,

Miles K. Moriyama