Subject: File No. S7-25-99
From: J. Donald Larkin, CFP

August 28, 2004

As an independent Investmet Adviser and a Small Business owner, I strongly oppose the rule entitled Certain Broker-Dealers Deemed Not to be Investment Advisers as proposed on Novemeber 4, 1999. I believe the Rule is detrimental to consumer protection by allowing broker-dealers to avoid the fiduciary protections of the Investment Advisers Act of 1940. By eliminating special compensation as a critical element in the contractual relationship, the Rule permits stockbrokers to misrepresent their fundamental sales role as one of a fiduciary adviser receiving a fee for service. Further, it places financial planners at a competitive disadvantage by allowing brokers to market similar programs under less rigorous regulatory standards for disclosure and advertising. Therefore, I respectfully request the SEC to act immediately to withdraw the Rule. Thank you for giving me the opportunity to state my view on this extremely important topic.