Subject: File No. S7-25-99
From: Barbara Sherwood

September 14, 2004

I am strongly opposed to the proposed rule change that would permit broker/dealers to offer fee-based programs without registering as investment advisors. This can only open the door to misconduct and abuse. How can a client be assured of no conflict of interest if their broker is under no legal obligation to disclose it.

My financial planner is diligent about all disclosures and I feel confident he is discharging his fiduciary responsibilities. I certainly wouldn't feel that way about brokers/dealers who could operate under a "presumption" of such responsibility. Investing in the market can be risky, so why would I open myself up for more risk?

Investors have been exposed to very serious fraud, insider trading, corrupt actions, etc. in the past. We will not benefit from this rule change. It is ludicrous to think abuse will not happen. Please do the right thing and stop this rule change.

Barbara Sherwood
Yardley, PA