September 7, 2012
Relative to your Release No. 33-9354 (File No. S7-07-12):
There is no problem with your approach in the Release, requiring that issuers take reasonable steps to verify that security purchasers are accredited, resulting in a facts and circumstances test in each case. On the other hand, it is urged that, for clarity and issuer comfort purposes, you consider adoption of an additional portion of the proposed amendment, which would provide a safe harbor for issuers. For example, if an issuer uses a form of a purchaser questionnaire, as prescribed by you, and, if the issuer has no reason to doubt the veracity of the answers provided (if clearly indicating an accredited investor), a relevant general solicitation and/or general advertising will not affect the availability of the Rule 506 offering.
Thank you for the issuance of your Release and for your attention.
Robert R. Tufts
Tufts Stephenson & Kasper, LLP
235 Montgomery Street, Suite 1035
San Francisco, CA 94104