Subject: File No. 4-606
From: David F. Woods
Affiliation: Past President and CEO, National Association of Insurance and Financial Advisors

August 28, 2010

I urge you not to impose a fiduciary standard on broker dealers and their representatives. This would be an unnecessary and burdensome requirement that would:

1) Add another layer of cost and expense that would ultimately be passed on to the consumer without any marginal benefit.

2) Be unrealistic in terms of adding any additional due diligence on the part of the registered representative who is aleady operating under a high standard of suitability and care and under intense supervision.

3) Inevitable drive highly qualified and responsible individuals out of the business as they would be unwilling to subject themselves to the long tail of potential liabilities on which eager lawyers could feast.

4) There is little or no evidence that the present regulatory system as it applies to broker dealers and their registered representatives is not working or has caused harm to consumers.

5) No system is perfect. Adding a fiduciary standard in this manner would not perfect the imperfectible.

Thank you for your consideration.