September 24, 2019

Via email ([email protected])
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-1090

Attention: Vanessa A. Countryman, Secretary

Re: Concept Release on Harmonization of Securities Offering Exemptions (File No. S7-08-19)

Dear Ms. Countryman:
The Securities Industry and Financial Markets Association (“SIFMA”)1 is submitting this letter in response to the invitation of the Securities and Exchange Commission (the “Commission”) for public comment on registration exemptions under the Securities Act of 1933 (the “Securities Act”) and how they can be simplified, harmonized, and improved to expand investment opportunities while maintaining sufficient protection for investors, as set forth in the Commission’s Concept Release File No. S7-08-19 (the “Release”).

Specifically, this letter focuses on four of the topics the Commission highlighted in the Release: (1) the definition of “accredited investor” (“AI”); (2) Rule 506 under the Securities Act; (3) the integration doctrine; and (4) the rules governing secondary trading. In addition, the letter addresses certain topics the Commission raised with respect to asset management and private funds.

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1 SIFMA is the leading trade association for broker-dealers, investment banks and asset managers operating in the U.S. and global capital markets. On behalf of our industry’s nearly one million employees, we advocate for legislation, regulation and business policy affecting retail and institutional investors, equity and fixed income markets and related products and services. We serve as an industry coordinating body to promote fair and orderly markets, informed regulatory compliance, and efficient market operations and resiliency. We also provide a forum for industry policy and professional development. With offices in New York and Washington, DC, SIFMA is the U.S. regional member of the Global Financial Markets Association (GFMA).