Letters Released June 12-23:	Date:	Position:
Merrill Lynch, Pierce, Fenner & Smith Inc.	6/22/00	Merrill Lynch is opposed to the brochure supplement aspect of the proposal, feeling that it would impose costs and administrative burdens on the advisers without delivering necessary or beneficial information. It also opposes the brochure update mandate, believing that the SEC should not mandate how an adviser chooses to satisfy its duty to update.
Legg Mason, Inc.	6/19/00	Legg Mason recommends that the Commission: 1) eliminate the proposed requirement that an adviser send updates to advisory clients whenever there is a material change in its brochure; 2) modify the proposed disclosures in the brochure regarding fees and compensation, brokerage practices, and investment performance; 3) eliminate the proposed brochure supplement, and 4) modify the disciplinary disclosures proposed in Item 11 of Part 1A, Item 8 of Part 2A, and Item 3 of Part 2B.
Nat'l. Ass'n. of Personal Financial Advisors	6/19/00	The association believes that full and immediate disclosure fosters trust and reduces the potential for misunderstandings and dissatisfaction.
PaineWebber Inc., et al.	6/19/00	PaineWebber believes that the requirements to prepare supplements for every supervised person and deliver hard copies of selected supplements to each advisory client would impose a heavy burden on investment advisers.
United Services Planning Ass'n., Inc., et al.	6/16/00	USPA views the proposal for a brochure supplement for all advisory personnel as excessive in terms of effort and expense.
Alliance in Support of Independent Research	6/15/00	This group of broker-dealers supports some of the proposed requirements and suggests further disclosure in some areas. But the alliance also believes that, in some instances, the SEC's proposed disclosures unfairly cast aspersions on the practice of advisers obtaining research services for commissions and may discourage advisory clients from participating in such arrangements.
American Institute of Certified Public Accountants	6/15/00	The Personal Financial Planning Executive Committee of the AICPA suggests some modifications to the proposal. The committee prefers an interactive calculator on the Web site to the proposed maintenance of funds in an account. Instead of the proposed transition process, the committee suggests that the first filing should be when advisers would normally do their annual filing. The committee would like to see more conformity across states on issues like disclosure and holding-out rules and believes that disciplinary information should appear in Part 2, not as an accompaniment to the brochure itself.
Certified Financial Planner Board of Standards	6/15/00	This board supports the updating of the Form ADV in general, but proposes some modifications such as requiring an adviser to disclose the disciplinary history of an advisory affiliate even if the affiliate is no longer associated with the adviser, requiring the reporting only of those disciplinary actions that result in a revocation or suspension of a professional attainment, designation, or license, and extending the hardship exemption for filers.
Charles Schwab & Co., Inc.	6/15/00	Charles Schwab supports the establishment of the IARD and narrative adviser brochures in plain English, but urges the SEC to make the requirements for advisers' disclosure brochures simpler and more flexible and to expand the exemption enjoyed by investment advisers whose only clients are investment companies to include certain other non-individual clients.
Council of Institutional Investors	6/15/00	This council's executive director supports the SEC's steps to enhance disclosure, but urges the SEC to extend the proxy voting and soft dollar disclosure requirements to mutual funds.
Dechert Price & Rhoads	6/15/00	Dechert Price believes that the SEC should identify certain information deemed critical to the advisory relationship for which a material change would require notification to clients, rather than imposing a broad requirement to notify clients of material changes with respect to all information required in the brochure.
Pennsylvania Securities Commission	6/15/00	This state securities commission endorses adoption of the new Form ADV, but suggests, among other modifications, that the brochure-amending sticker be required only once a year, that the SEC add some clarifying questions to those posed in Item 5 and that the disclosure of disciplinary history be required within the brochure.
Picard & Djinnis	6/14/00	This firm wrote to request a 30-day extension of the comment period.
Securities Industry Ass'n.	6/14/00	Although it feels the SEC has struck a balance on some issues, the SIA's Investment Adviser Committee opposes the delivery of stickers to update brochures and the proposed brochure supplement, predicting that these requirements would create a blizzard of additional paper.
Skadden, Arps, Slate, Meagher & Flom L.L.P.	6/14/00	This law firm believes that registered advisers should not be required to provide a separate brochure to investors in funds they manage. The firm also feels that investors in a private fund are not clients of the fund's investment adviser and therefore the SEC should base disclosure requirements on a different rationale than proposed.
Standish, Ayer & Wood, Inc.	6/14/00	This investment services company supports the initiative for better disclosure but makes some recommendations such as the elimination of the disclosure of policies, practices and procedures in Form ADV as it believes this information is not useful to clients.
TIAA-CREF	6/14/00	This non-profit stock life insurance company recommends modifications to certain of the proposals. For example, it opposes a one-size-fits-all approach to the brochure, feels that the brochure supplement need be delivered only to individuals involved in the development of investment advice for a particular client, and supports requiring advisers to disclose their proxy voting practices.
Wilmer, Cutler & Pickering	6/14/00	This firm opposes, among other things, the supplementary brochure proposal, believing that it would be burdensome on advisers and would add little new information to the public record, the proposal that control persons place their social security numbers and birth dates on the non-public part of the Form ADV and disclosure of ex parte actions.
American Express Financial Advisors Inc./American Express Asset Management Group Inc.	6/13/00	These financial services organizations support the SEC's electronic filing and plain-English initiatives, but suggest the SEC provide more flexibility and guidance to advisers. They also believe that advisers should have the ability to receive commissions, that the brochure-updating stickers are unnecessary, that the brochure supplement does not improve client disclosure and that the SEC should tailor disclosure to investor needs.
Ass'n. for Investment Management and Research	6/13/00	The Advocacy Advisory Committee of this association strongly supports the proposed revisions to Form ADV, including the creation of the Investment Adviser Registration Depository, the proposed format change requiring a plain-English narrative brochure and the disclosure of disciplinary history.
Davis, Polk & Wardell	6/13/00	Davis Polk believes that certain aspects of the proposed rule should be altered to better realize the full potential of the IARD.
Federated Investors, Inc.	6/13/00	This investment management company supports the proposal in many respects, but urges the SEC to consider an exemption from the brochure delivery requirements for advisers' clients that are sophisticated investors.
Financial Planning Ass'n.	6/13/00	FPA believes that investment advisers should have greater latitude in how they disseminate amendments to clients, including the use of alternate methods to satisfy the delivery requirement.
Florida State Board of Administration	6/13/00	The Florida State Board of Administration especially favors requiring investment advisers to disclose proxy voting policies, practices and procedures. It supports the creation of an electronic database of investment adviser information and requiring investment firms to publish a "plain-English" brochure to be updated annually.
Frank Russell Securities, Inc.	6/13/00	Frank Russell recommends that the instructions to Item 11 include a definition of directed brokerage that is crafted to be consistent with industry best practices as evidenced by the institutional investing community.
Investment Co. Institute	6/13/00	The Investment Co. Institute recommends that the SEC amend the brochure rule to allow for greater flexibility, narrow the scope of the disciplinary history disclosure requirement and expand the advisers' transition period from 30 to 90 days.
Investment Counsel Ass'n. of America, Inc.	6/13/00	The association applauds the SEC's establishment of the IARD and its attempt to make advisory firm brochures more useful to clients. It is concerned, however, that the proposed Form ADV is too extensive, that the proposed delivery requirements are too cumbersome, that the proposed brochure supplement is not feasible, that the SEC appears to be requiring new legal duties and that the SEC's use of broker-dealer regulation as a model for investment adviser requirements is inappropriate.
Salomon Smith Barney Inc.	6/13/00	Salomon Smith Barney supports the comments of the Securities Industry Ass'n. Both believe that requiring additional employee-specific disclosure via the brochure supplement approach would cause many larger advisers to incur substantial costs without materially improving the already substantial disclosures that advisers make to clients.
T. Rowe Price Assocs., Inc.	6/13/00	T. Rowe Price supports the SEC's efforts to revise the Form ADV to permit electronic filings, but has general concerns on two points. It predicts that a large adviser will need hundreds of hours to complete this new form, and that the length and detail of the form will inhibit its usefulness, especially for less sophisticated clients.
Utilities Service Alliance Inc.	6/13/00	USA Inc. believes that it is not sound business practice to require the same level of disclosure to competitors as to clients.
BNY ESI & Co.	6/12/00	This organization requests that the SEC decline to adopt the proposal requiring investment advisers who "permit" their clients to direct trades to disclose that the adviser may be unable to get best execution and that the directing brokerage may cost clients more money. BNY feels that this statement is inaccurate and misleading.
Crist, Jane Katz	6/12/00	This attorney feels that the SEC should allow advisers a transition period of at least 90 days, opposes the brochure-updating stickers, and supports the limiting of reportable disciplinary events to those occurring within the last 10 years.
Investment Management Consultants Ass'n.	6/12/00	This association recommends a more definitive structure for the proposed narrative as well as the adoption of industry-developed standards for investment advisers and consultants.
Lehrer Management Co., Inc.	6/12/00	This associate member of the Investment Co. Institute is against the proposed ADV revisions, believing that they will end up costing investment advisers more money than they will save.
Nat'l. Regulatory Services	6/12/00	NRS believes that there is a need for a universal identifier for both state and federal registered advisers.
Securities America Advisors, Inc./Securities America, Inc.	6/12/00	These two organizations, an investment adviser and a broker/dealer, support the proposed changes to Form ADV, but suggest revisions that include making the filing of disciplinary history requirements consistent throughout the form, rejecting the disclosure of disciplinary information on a separate document accompanying the brochure and narrowing the large scope of the brochure delivery requirements.
Investment Co. Institute's Advisers Committee	6/9/00	Members of the Division of Investment Management met with the Investment Co. Institute's Advisers Committee to discuss the SEC's proposal. The Committee opposes the requirement that advisers state a range of additional fees for clients, questioned the requirement that federal thrifts provide a balance sheet to clients, asked if the SEC will consider allowing "householding" of brochures and suggested that the SEC consider drawing a distinction between retail and institutional investors.
State of Washington Dept. of Financial Institutions	6/9/00	This securities division makes specific recommendations as to wording and organization of the proposal.
11 letters by individuals	5/8–6/7/00	These individuals sent in comments on the proposal by e-mail.
3 letters by consultants	4/13–6/12/00	These consultants support the electronic filing system.