Subject: File No. 4-606
From: Patrick J. Flynn
Affiliation: Investment Advisory Representative

August 16, 2010

Re: The SEC's proposed revisions to Rule 12b-1

To Whom It May Concern,

What is amazing to me is that I'm writing to an organization that is supposedly a self-relating organization. With that being said, your family's future is in dier trouble if this is passed for America. If you don't want financial advisors to be in business, sooner or later no one will be in business. The good news about that is then the SEC will no longer have anyone to regulate Then you no longer have a job

I have spent 28 years in business and still have the weekly challenges of staying in business. I do NOT have ONE client who has ever complained about the 12b-1 fee. They want direction and service and they are fine with their trusted advisor staying in business. They do not see me as the enemy they see me as a friend. Bad news travels fast and my clients regulate me daily. If I'm a tyrant, they will drop me. That is not the case.

Suitability standards currently governing broker-dealers and registered representatives are already stringent and heavily enforced. Current regulations already provide strong and appropriate consumer safeguards.

#9650 Requiring compliance with 'fiduciary standards' will drive many advisers out of the market and eliminate a valuable advisory resource to consumers, especially in middle- and lower-income markets.

#9650 Additional risk of lawsuits involving registered representatives will increase costs to consumers.

#9650 Driving every registered representative to fee-only compensation will not necessarily result in better, unbiased advice for the consumer.

This proposal only hurts the small to midsized investor. This proposal would force us to abandon the smaller investor, which ultimately wants financial independence. Do you want financial independence or would you rather have Uncle Sam take care of you?

Please see the error in your ways and proposal. It is a very bad deal for Americans.


Patrick J. Flynn
216 E 12th St.
Schuyler, NE 68661