Subject: File No. S7-15-10
From: Mark A Carruthers, CFP
Affiliation: Genworth Financial Securities

August 17, 2010

The proposed changes to 12b-1 fees may have a negative impact to the consumer. The SEC seems to be focused on a 25bps expense and NOT the big picture. Fellow Certified Financial Planners (CFP), such as myself, who take pride in servicing the client will be at a disadvantage going forward. CPA's charge an annual fee to service their client(s). What if they were told the annual compensation they receive in year 1 will be phased out after the 3rd or 4th year? I'd venture a guess, they will no longer service this client. But rather, work with new people. If my assessment of your proposed changes is correct 2 things will happen in the financial advisory industry:

1. Small account will be shunned as the compensation will not be worth the time effort - thus hurting the smaller investor.

2. Advisors will shift their business model from a commission based (12b-1) to a fee based platform. Once again, this will hurt the small investor as account minimums will come into play.

I don't see the benefit of changing the current structure as proposed. We all have the right to a fair compensation for servicng our clients. Eliminationg or signifacantly altering the compensation structure may change the entire industry for the worse.

As it stands, individuals can go to no-load fund companies if they choose. Using a Financial Professional should have a commission and/or fee associated with the transaction. It's the cost of doing business.

Mark Carruthers, CFP