May 10, 2000

Honorable Arthur Levitt Jr.
Securities and Exchange Commission
550 Fifth Street, N.W.
Washington, D.C.

re: File No. S7-25-99

Honorable Levitt:

We are writing to clearly state our opposition to SEC Release Nos. 34-42099; IA-1845, "Certain Broker-Dealers Deemed Not To Be Investment Advisers."

We believe the propose Rule hurts the investor for the following reasons:

In addition, we believe the intent of regulatory action is to protect and inform the investor - not to remove the added layers of protection and information they currently receive.

The proposed Rule hurts investment advisers for the following reasons:

In addition, it is our belief that the SEC's image of championing the investor will be harmed by adopting this rule. Major consumer organizations, including the Consumer Federation of America and AARP, are strongly opposed. Commission support of functional regulation of the financial services industry, as communicated to Congress during hearings on Glass-Steagall reform, will be called into question by the Commission's subsequent support to exempt extensive investment advisory activities from the 1940 Act.

We appreciate your review of these and other comments submitted to the Commission.

Very truly yours,

Nancy J. Johnson, CFP
Vice President
Chief Compliance Officer

1st Global Capital Corp., an NASD member broker-dealer
1st Global Advisors, Inc., an SEC registered investment adviser