Subject: File No.
From: Barry A Cook
Affiliation: CLU, ChFC

November 3, 2010

Dear SEC,
I have been a registered rep for 25 years primarily serving the small investor. Over the years there has been a trend in the securities industry for reps and broker dealers to concentrate on the larger and wealthier investor. The proposed regulations would remove the last vestige of compensation for reps like myself for servicing the needs of small investor.

I fear that the broker dealers will start on a race to see who can charge the lowest fees thereby reducing the commissions of the representative servicing the small investor. Volume, i.e., larger clients clients, will be sought to make up for the lower fees agian trampling the small investor into the dust - 800 numbers and the internet cannot replace the conversation and counsel of a concerned representative.

Therefore, I urge you to carefully consider the remifications of the proposed regulations and let the 12b-1 fees continue to serve middle America

Barry A. Cook