June 13, 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 supplemental 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 SIFMA previously submitted initial comments to the Proposed Rule in a letter dated and submitted on April 25, 2022, the initial deadline for public comments (the “Initial Comment Letter”).3 On May 9, 2022, the SEC reopened the comment period for the Proposed Rule for an additional 30 days, with comments due on June 13, 2022.4

Unless otherwise noted, capitalized terms in this letter have the same meanings specified in the Initial Comment Letter.

While SIFMA AMG appreciates the Commission’s decision to re-open the comment period for the Proposed Rule, we note that this non-contiguous additional time period did not provide us or our members with a meaningful opportunity to conduct statistical analyses or studies that might have permitted additional quantitative commentary—which we know the Commission values. Nonetheless, we did want to use this opportunity to expand upon some of the issues raised in our Initial Comment Letter, as well as to highlight certain areas of agreement between our Initial Comment Letter and letters submitted by or on behalf of investors (other than those of our members who themselves are both managers and investors in funds sponsored by other managers).

 

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”).

3 April 25, 2022 Letter to the SEC from Lindsey Weber Keljo, Esq., Head of AMG, SIFMA on the Proposed Rule, available at https://www.sec.gov/comments/s7-03-22/s70322-20126748-287461.pdf.

4 Reopening of Comment Periods for “Private Fund Advisers; Documentation of Registered Investment Adviser Compliance Reviews” and “Amendments Regarding the Definition of ‘Exchange’ and Alternative Trading Systems (ATSs) That Trade U.S. Treasury and Agency Securities, National Market System (NMS) Stocks, and Other Securities”, Advisers Act Release No. 6018 (May 13, 2022), available at https://www.sec.gov/rules/proposed/2022/34-94868.pdf.