December 23, 2022

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

Re: File No. S7-25-22 – Outsourcing by Investment Advisers

Dear Secretary Countryman:

The Securities Industry and Financial Markets Association (“SIFMA”)1 and SIFMA Asset Management Group (“SIFMA AMG”)2 appreciate the opportunity to comment on the proposed new rules and amendments governing outsourcing by investment advisers issued by the Securities and Exchange Commission (“Commission” or “SEC”). These proposals, if adopted, would establish a new due diligence and oversight regime for investment advisers’ use of service providers.3 We appreciate the opportunity to address various issues despite the short comment period for this extensive set of proposed rules and amendments.

 

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 members, 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. SIFMA, with offices in New York and Washington, D.C., is the U.S. regional member of the Global Financial Markets Association (GFMA).

2 SIFMA AMG brings the asset management community together to provide views on U.S. and global policy and to create industry best practices. SIFMA AMG’s members represent U.S. and global asset management firms whose combined assets under management exceed $45 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. For more information, visit http://www.sifma.org/amg. SIFMA and SIFMA AMG appreciate the assistance of Willkie Farr & Gallagher in the preparation of this response.

3 Outsourcing by Investment Advisers, Release No. IA-5956 (Oct. 26, 2022), 87 FR 68816 (Nov. 16, 2022), https://www.federalregister.gov/documents/2022/11/16/2022-23694/outsourcing-by-investment-advisers.