Subject: File No. S7-15-10
From: Brandon Butler
Affiliation: Vice President, Watermark Financial Services, Inc.

August 19, 2010

I am writing to you regarding concerns over the proposed modifications to rule 12b-1.

I service many small clients in the small midwestern town in which I live. The majority of my clients have accounts with me with are in the neighborhood of $30,000 to $50,000 or less.

The "C" share option of 12b-1 fees minimally compensates me for servicing these small accounts and allows me to be able to continue providing advice to these small clients.

Without the "C" share compensation structure as it stands now, I would have to "fire" these clients who would now need in excess of $150,000 in investable assets to even walk in my door.

This would disenfrancise these smaller clients and leave them with no options for planning their financial future, because no financial planner would be able to afford to service such small accounts.

This is even more vitally important as Social Security (as we currently know it), will not be near as attractive as it currently is, 10 to 20 years from now.

Please refrain from modifying the 12b-1 rule, and allow the smaller clients to continue to receive financial planning advice.


Mr Brandon Butler
Vice President
Watermark Financial Services, Inc