Subject: File No. S7-25-99
From: Douglas Rice
Affiliation: Professor, Golden Gate University

January 14, 2005

How do I explain to my students that the SEC is going to allow brokers to do things that are basically advising but not hold them to the standards of an adviser? What message are you sending to investors? How can investors know who to trust? Who is protecting the investor? Dont they come first?

Disclosure wont work, no one I have talked to thinks so. People are just not that financially literate and the big frims will have all the answers pre-written to mislead investors. This isnt enough.

I stongly urge you to get rid of any rule that allows a broker to be anything close to an adviser unless them meet the same rules that advisers are to. Either they do advice or they do sales, and there are rules for each. Disclosure is worthless and all of you know it.

What is key here is the frame of mind of the investor. If they think your advising them, they trust you. If they think your a salesmen they dont. That line shouldnt be muddy in the minds of investors and its up to you to keep it clear.

Stand up to the big firms and hold them to the rules that you know they should be. Dont let them mislead the public, if for no other reason, the public will find out and it will further deterioriate the publics view of the markets.

Please stop this and think about what is right. There is no position in favor of this rule, other than the big firms will make more money, on why this should be allowed and thats not good enough.