Subject: File No. S7-25-99
From: Theodore L Noble
Affiliation: Director of Finance and Operations, Sherrill Hutchins Financial Advisory

August 24, 2004

I respectfully request that the rule exempting broker-dealers from the Investment Advisers Act of 1940 when offering fee-based brokerage programs be withdrawn.

This rule is anti-competitive by creating two standards of conduct for persons offering financial planning services. It is extremely harmful to consumers to create two standards by permitting non-disclosure of conflicts of interest by registered representatives.

It is essential that this rule be withdrawn in order to maintain consistency within the financial planning services industry.