Subject: File No. 265-27
From: David N Feldman, Esq.
Affiliation: Richardson Patel

December 12, 2014

Since the accredited investor definition should focus more on sophistication, I believe that licensed professionals such as financial advisors, attorneys, insurance agents, CPAs and the like should be considered accredited regardless of their income or net worth. In addition, the SEC should consider offering a test that any individual can take to demonstrate their level of financial knowledge, and upon passing the test be considered accredited. A third way to be accredited could be certifying that you have consulted with an appropriate professional advisor to assist with your investment decision. Also, any company or firm in these industries (law, accounting, finance) should be considered accredited regardless of assets.

I would much prefer that the income and net worth tests not be changed, but if the SEC feels it is necessary, I suggest indexing the numbers to inflation on a going forward basis.

Thank you for your consideration.

David Feldman