May 12, 2000
Jonathan G. Katz
Securities & Exchange Commission
450 Fifth Street NW
Washington DC 20549-0609
Dear Mr. Katz,
Greenville Capital Management has reviewed the proposed amendments to the Form ADV and would like to delineate some concerns based on our position as a specialized investment advisor and small business.
Of primary concern is the singling-out of specialized advisors for risk disclosure beyond the requirements imposed upon multi-product advisors. We believe that this could wrongly lead the client to believe that a specialized firm's offerings may pose more risk than products offered at a firm with a multi-product portfolio.
(Part 2, Item 7):
Advisers that offer a wide variety of advisory services could simply explain that investing in securities involves a risk of loss; we would not require these advisers to list the risks involved in each type of security or trading strategy. Advisers that use primarily a particular method of analysis, strategy, or type of security would be required to explain the specific risks involved, with more detail if those risks are significant or unusual.
(Part 2, Item 4):
However, we propose to require an adviser that holds itself out as specializing in a particular service to explain its specialty in detail, and to require an adviser that provides advice about only limited types of securities to explain its services and their limitations.
The proposed amendments also place new responsibilities on the investment advisor, which are particularly onerous for a small business. In particular, the disclosure of disciplinary proceedings of investment decision-makers requires our firm to take on full disclosure responsibility and liability for information that our employees may, without our knowledge, withhold from us.
We propose to require advisers to prepare separate supplements for advisory personnel -- called "supervised persons." Each supplement would contain background information about an individual or group. Advisers would be required to give a client a supplement only for a supervised person who will provide advisory services to that client. The most important information in the supplements -- the supervised person's disciplinary history -- would be reported on the DRP Schedules in Part 1 of Form ADV and available through the IARD. Moreover, prospective clients could obtain supplements from advisers.
Further, the disclosure of additional costs that are outside the scope of our business is a new responsibility. Traditionally, this issue has been negotiated outside of our firm's relationship with the client. The requirement to disclose and quantify these costs places a new element of responsibility in our role in the custody and brokerage process. This may lead the client to believe that we have discretion to influence these costs.
(Part 2, Item 5):
Advisory clients may not appreciate that they will bear other costs in addition to advisory fees. Thus, in addition to information about advisory fees, we propose to require the brochure to describe the types and amounts (or ranges) of other costs, such as brokerage, custody fees, and fund expenses, that clients may pay in connection with advisory services.
In addition to the above detailed disclosures, the additional costs of implementing the proposed ADV are substantial. The cost of preparing and maintaining this quantity of information will require a substantial legal investment. Further, the cost of printing and distribution to our 400+ clients of a prospectus-like document as well as any redistributions for material changes will be a significantly increased cost.
On behalf of Greenville Capital Management's clients and employees, I appreciate your timely attention to these concerns.
Charles S. Cruice
John Grady, Morgan, Lewis & Bockius LLP; via: firstname.lastname@example.org
Senator William Roth, via: Comments@roth.senate.gov
Senator Joseph Biden, via: email@example.com
Congressman Michael Castle, via: firstname.lastname@example.org