ICI comment letter on 12b1 proposal s7-15-10

November 5, 2010 Ms. Elizabeth Murphy Secretary U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-1090 Re: Mutual Fund Distribution Fees; Confirmations (File Number S7-15-10) Dear Ms. Murphy: 1The Investment Company Institute appreciates the opportunity to comment on the Securities and Exchange Commission’s proposed new rule and rule amendments that would replace Rule 12b-1 2under the Investment Company Act of 1940. Mutual funds currently have more than $11 trillion in assets on behalf of more than 90 million 3shareholders with more than 285 million accounts. They play an important role in helping investors participate in the financial markets, particularly for those millions of Americans attempting to prepare for a financially secure retirement. Rule 12b-1 is an integral part of the structure and strength of the mutual fund industry. The rule and its associated fees allow investors to pay distribution costs over time, to access funds that otherwise might not be available to them, and to compensate financial intermediaries, on whom so 1 The Investment Company Institute is the national association of U.S. investment companies, including mutual funds, closed-end funds, exchange-traded funds (ETFs), and unit investment trusts (UITs). ICI seeks to encourage adherence to high ethical standards, promote public understanding, and ...