Subject: File No. S7-25-99
From: Carolyn T Walder

September 8, 2004

Dear SEC Commissioners:

I ask you to seriously consider the following:

I am a financial advisor that provides financial services to the general public. I prepare financial plans that include such areas as retirement planning and asset allocation/investment advice. I manage clients money based on a fee which is a percentage of the assets under management. I hold myself out to the public as one who works side-by side with them in developing and implementing their financial plan...who am I?

a. a registered investment advisor
b. a broker-dealer utilizing a wrap account
c. both

answer: c - both... unfortunately that is the way the public sees difference. However, there is a HUGE difference in the way that each entity is regulated. RIAs are REQUIRED to disclose information about compensation, conflicts of interest, education, services, etc., etc. and PROVIDE A COPY of this information in the form of ADV part II to each prospective client. Broker-dealers are not required to give the prospective client ANYTHING - however, they do present them with slick marketing materials which has the prospective client believing that the broker would be working for them, when in fact, the broker works for and in the best interest of his employer, the broker-dealer such as Merrill Lynch.

Bottom Line - if you provide the same services and hold yourself out to provide the same relationship ie., that of an investment advisor and not a commissioned salesman then you should be regulated the same way. Anything less is a tremendous disservice the American investing public who rely on the SEC to ensure that their best interests are protected.

As you state on the first page of your web site:

The primary mission of the U.S. Securities and Exchange Commission SEC is to protect investors and maintain the integrity of the securities markets. As more and more first-time investors turn to the markets to help secure their futures, pay for homes, and send children to college, these goals are more compelling than ever.

This rule must be recinded in its entirety if the SEC is to truly live up to its mission statement.

Thank you for your consideration of these comments,

Sincerely, Carolyn T. Walder, CFP and employee of an RIA firm