Subject: File No. 4-692
From: Jillian Sidoti, Esq.
Affiliation: Partner, Trowbridge Taylor Sidoti LLP

January 25, 2016

According to Bain Companys Global Private Equity Report 2015, private equity holdings, on average, realized double digit gains in 2014 and was expected to continue the trend in 2015. In May 2015, Pension and Investments reported that U.S. private equity performance has largely mirrored that of public equities over the five-year period. For longer periods of time, however, the private equity index exhibits significantly higher returns on an annualized basis providing a nice return for investors.

Further, and as stated earlier, most of the opportunities in private equity investments are restricted to the 10% of the population currently deemed accredited investors. It is as if a private club only available to the wealthy exists, leaving the common man investor out of the opportunities that often times provides the greatest return. Since 2009, 95% of the income gains have gone to the top 1%. Regulation A may work towards creating a shift in where the investment income generated from smaller companies goes, with the hopes of shifting it to a greater percentage of the population. However, many smaller companies won't be able to handle the expense of Regulation A when they only are in need of a small amount of capital (presumably between $1 million and $5 million.)

Changing the current parameters to higher parameters creates a greater wealth generation gap between the rich and the not-so-rich. It's unfair to not only the investor but the start up trying to raise funds from friends and family. On behalf of my clients and their investors, I implore the commission to consider smaller companies and investors prior to updating the parameters to higher, and perhaps unbearable, thresholds.