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 our comments to the Securities and Exchange Commission (“SEC” or “Commission”) on the proposed changes to the rules governing investment adviser advertisements in Advisers Act Release No. 5407 (Nov. 4, 2019) (the “Proposing Release”).1 SIFMA has reviewed and generally endorses the views and opinions in this letter.2

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.

The Proposing Release updates two rules under the Investment Advisers Act of 1940 (“Advisers Act”) that govern how investment advisers advertise their services and solicit clients. The comments below relate to the proposed amendments to Advisers Act Rule 206(4)-1 (the “Advertising Rule” or the “Proposed Rule”). The proposed changes to the Advertising Rule represent the Commission’s first substantive update to the framework for advertisements since 1961. We understand that the proposed amendments are intended to modernize the  Advertising Rule based on developments in technology, the changing profiles of federally registered investment advisers, and the Commission’s experience administering the current rule.

SIFMA AMG supports the Commission’s objective of modernizing the Advertising Rule and moving away from per se violations, including on testimonials and past specific recommendations, in favor of a more principles-based approach to regulating advertisements. At the same time, however, the Proposed Rule introduces a number of legal and practical implications that we urge the Commission to consider in the rule making process. We list our comments below chronologically in the order in which they appear in the Proposing Release; however, we wish to highlight the following areas:

1 Investment Adviser Advertisements; Compensation for Solicitations, 84 FR 67518 (December 10, 2019).
2 SIFMA is the voice of the U.S. securities industry, representing the broker-dealers, banks and asset
managers whose 889,000 employees provide access to the capital markets, raising over $2.4 trillion for
businesses and municipalities in the U.S., serving retail clients with over $16 trillion in assets and managing
more than $62 trillion in assets for individual and institutional clients including mutual funds and retirement
plans. SIFMA, with offices in New York and Washington, D.C., is the U.S. regional member of the Global
Financial Markets Association. For more information, visit http://www.sifma.org