Ms. Vanessa A. Countryman
Secretary
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-1090

Re: Investment Adviser Advertisements; Compensation for Solicitations, Investment Advisers Act Release No. 5407; File Number S7-21-19

Dear Ms. Countryman:

The Asset Management Group (“AMG”) of the Securities Industry and Financial Markets Association (“SIFMA”) appreciates the opportunity to provide additional comments to the Securities and Exchange Commission (“SEC” or “Commission”) on the proposed amendments to the rules governing investment adviser advertisements and solicitation arrangements in Advisers Act Release No. 5407 (Nov. 4, 2019) (the “Proposing Release”).1 The Proposing Release would amend Rule 206 (4)-1 (the “Advertising Rule”) and Rule 206(4)-3 (the “Solicitation Rule”) under the Investment Advisers Act of 1940 (“Advisers Act”). SIFMA has reviewed and generally endorses the views and opinions in this letter.2

We would like to express our appreciation to the staff of the Division of Investment Management (the “Staff”) for considering our prior comment letters3 and for meeting with SIFMA AMG members to discuss certain aspects of both the Advertising Rule and the Solicitation Rule. The purpose of this letter is to provide additional information in response to those discussions and to address certain questions raised by the Staff.

SIFMA AMG is the voice for the buy-side within the securities industry and broader financial markets, which serve millions of individual and institutional investors as they save for retirement, education, emergencies, and other investment needs and goals. Our members represent U.S. asset management firms whose combined global assets under management exceed $34 trillion. The clients of SIFMA AMG member firms include, among others, tens of millions of individual investors, registered investment companies, endowments, public and private pension funds, UCITS and private funds such as hedge funds and private equity funds.