Subject: File No. S7-25-99
From: Ronald Matsui

August 23, 2004

In accordance with the FPA, I am similarly requesting that the SEC withdraw the rule proposing broker-dealer exemption from the Investment Advisers Act of 1940. This exemption has little or no sound and reasonable basis whatsoever, and is actually more harmful and detrimental to the welfare of the general consumer public.

As a financial planner, holding various NASD licenses, I am held accountable for advice given when engaging in an advice fee basis relationship. This is common sense, and serves a generally good service to the general consumer public. However, if certain groups of individuals, i.e., the exempted as described herein, are allowed to operate and hold themselves to the general consumer public as being similar to someone in my profession while not being subject to the same compliance laws, than this seems absurd and ludicrous.

Following that logic, how is it so different from allowing individuals whom hold a J.D. to operate as attorneys, or merely to call themselves as such? Is it not only one individual certification that separates the two individuals i.e., bar certification or none?

This should be immediately stopped, and the Merrill rule exemption immediately withdrawn, not adopted.

Thank you for your time and effort, particularly in reviewing my statement. I am available for discussion if necessary.