As an Independent Investment Adviser, I am vehemently opposed to the SEC's proposed rule to the Investment Advisers Act of 1940 that permits certain broker-dealer activity an exemption from registration. I believe this puts the investing public at greater risk. The recent sanctions against major brokerage firms, and more specifically Merrill Lynch, calls for more disclosure NOT less. It is imperative the SEC places all investment people on a level playing field and not favor certain large brokerage firms. I appreciate the opportunity to voice my opinion and urge the SEC to withdraw the Rule. Sincerely, J. Donald Larkin, CFP(tm) Registered Principal Financial Network Investment Corporation 17220 N. Boswell Blvd., Suite L-200 Sun City, AZ 85373 (623)972-6155 (800)729-6155 June 26, 2002