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 cash solicitation rule 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)-3 (the “Solicitation Rule” or the “Proposed Solicitation Rule”).3 We understand that the amendments are designed to update the current rule to better reflect the evolution of the advisory business and the related referral practices.