June 13, 2000
Via E-Mail To: "email@example.com"
Jonathan G. Katz, Secretary
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549-0609
Re: Release No. IA-1862; 34-42620; File No. S7-10-00
Dear Mr. Katz:
Salomon Smith Barney Inc. ("Salomon Smith Barney") appreciates the opportunity to comment on the proposed introduction of an electronic filing system for, and proposed substantive changes to, Form ADV, the registration and disclosure form for investment advisers under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). Salomon Smith Barney is registered with the Securities and Exchange Commission (the "SEC") as an investment adviser and as a broker-dealer under the Securities Exchange Act of 1934, as amended.
Salomon Smith Barney fully supports the comments of the Securities Industry Association ("SIA") that have been submitted to the SEC in response to the proposed Form ADV and related changes. We support the general concepts of a one-stop electronic filing system for investment advisers and online public availability of narrative, plain English disclosure about registered investment advisers.
Like the SIA, however, we believe that certain of the proposed changes should not be adopted. In particular, we share the SIA's belief 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 must make to clients. In a very real and meaningful sense, clients of our investment advisory businesses seek and receive investment advisory services from Salomon Smith Barney as a firm. Part II of Form ADV, both as it currently exists and as proposed to be amended (Part 2A), requires substantial disclosure about investment advisory firms and the manner in which they provide services, including disclosure on certain important policies and senior advisory and other management personnel. In light of this disclosure (which Part 2A will make even more robust), we share the SIA's belief that adoption of the proposed brochure supplement requirement would not materially improve required investment adviser disclosure.
In addition, if adopted, the proposed supplement requirement would require larger investment advisers like Salomon Smith Barney to devote substantial resources to the creation and maintenance of new internal disclosure infrastructures. For the many investment advisers that are also registered as broker-dealers, this new mandatory infrastructure would result in substantial unnecessary duplication of the public NASD disclosure system already in place for registered representatives. For these reasons, which are set forth in greater detail in the SIA's comment letter, we respectfully recommend that the SEC not adopt the proposed supplement requirement.
Although Salomon Smith Barney believes that the proposed supplement requirement should not be adopted, we join the SIA in expressing our appreciation of the substantial thought and effort involved in developing the many beneficial changes contained in the SEC's recent Form ADV proposal. If members of the SEC's staff have questions concerning this letter, they should contact Michael F. Rosenbaum, General Counsel, Asset Management, at 212-783-7418 or Michael P. Scanlon, Associate General Counsel, at 212-816-5875.
Very truly yours,
SALOMON SMITH BARNEY INC.
By: Michael F. Rosenbaum_____
Title: General Counsel, Asset Management