Subject: File No. S7-09-05
From: THOMAS G SHUGRUE
Affiliation: President, Carolina Capital Markets, Inc.

November 25, 2005

Dear Sir or Madam:

We are writing to urge the Commission to provide a more prominent and explicit reaffirmation of the availability of Section 28e for fixed income money managers executing trades with broker/dealers acting as agent only.

In Release No. 34-52635, file No. 34-52635 , Commission Guidance Regarding Client Commission Practices Under Section 28e of the Securities Exchange Act of 1934, the Commission observes in footnote 20, page 9 that Section 28e encompasses client commissions on agency transactions and fees on certain riskless principal transactions.

In the past, because most soft dollar activity has taken place in the equity realm, many fixed income managers are unfamiliar with the details of 28e and may not be aware of the opportunities available to them regarding soft-dollar acquisition of research products. In fact, we have frequently observed confusion among money managers regarding the availability of 28e.

We know you would not want to limit the ability of fixed income managers to acquire cost-effective research to benefit their clients. If you could explicitly reaffirm the availability of 28e to fixed-income managers, we believe this would be beneficial to all parties concerned.

Sincerely,
Thomas G. Shugrue
President, Carolina Capital Markets, Inc.