April 25, 2022

Submitted electronically via SEC.gov

Vanessa A. Countryman
Secretary
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Re: Proposed Rule: Private Fund Advisers; Documentation of Registered Investment Adviser Compliance Reviews File No. S7-03-22

Dear Ms. Countryman:

The Asset Management Group (the “AMG”) of the Securities Industry and Financial Markets Association (“SIFMA”)1 appreciates the opportunity to provide comments to the United States Securities and Exchange Commission (the “Commission” or “SEC”) on the Commission’s proposed new rules and amendments under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) intending to enhance the regulation of private fund advisers (the “Proposed Rule”).2 If adopted, the Proposed Rule would:

• require that SEC-registered investment advisers (“RIAs”) to private funds provide investors with quarterly statements detailing information about private fund performance, fees, and expenses;
• require private fund RIAs to obtain an annual audit for each private fund and cause the private fund’s auditor to notify the SEC upon certain events;
• require private fund RIAs, in connection with an adviser-led secondary transaction, to distribute to investors a fairness opinion and a written summary of certain material business relationships between the adviser and the opinion provider;
• prohibit all private fund investment advisers, including those that are not registered with the Commission, from engaging in certain activities and practices that the Commission has deemed to be contrary to the public interest and the protection of investors; and
• prohibit all private fund investment advisers from providing certain types of preferential treatment that have a material negative effect on other investors, while also prohibiting all other types of preferential treatment unless disclosed to current and prospective investors.

 

1 SIFMA AMG brings the asset management community together to provide views on policy matters and to create industry best practices. SIFMA AMG’s members represent U.S. and multinational asset management firms whose combined global 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.
2 Private Fund Advisers; Documentation of Registered Investment Adviser Compliance Reviews, Advisers Act Release No. 5955 (February 9, 2022), available at https://www.sec.gov/rules/proposed/2022/ia-5955.pdf (the “Release”).