Subject: File No. 4-692
From: Caroline B Austin
Affiliation: Investment Advisor (State Registered)

January 30, 2016

Thank you for the opportunity to comment on the definition of an "Accredited Investor". I believe this definition is relevant only in creating more barriers to capital formation, and advancing the "Nanny State" . It is also one of the single largest reasons why the general public believes that "Wall Street is rigged". And it is.

As evermore regulation strangles new IPOs, and new capital is now infused into new businesses more and more only through large pools, hedge funds, pension funds and "Accredited" private investors, Main Street is more and more shut out of very solid and well managed companies and start-up businesses. For such an investor, the ability to make a $10-50 thousand dollar investment is impossible, as we professionals may not even mention such opportunities to potential investors. With punishingly low interest rates for a decade, savers are hungry for well-managed solid investments. I see dozens every year. Offerings made by experienced, seasoned professionals, whose track record is well known, are completely unavailable to the people who need this access the most.

We do not prevent people who do not qualify as "accredited" from buying pleasure boats, taking expensive vacations, buying very expensive cars, or otherwise putting their money in places where there is no long-term monetary gain, but we prohibit them from access to some of the better investments that I see. Of course there are risks. And they are not for everyone. And they should be discussed, and understood. They may fail, they may be illiquid for a long time. This is all true. But they may just come out with an IRR of +20% in an environment where they are punished for saving and investing. Given an alternative between a new bass boat, a mutual fund where the client pays taxes on money they may never see and do not have, or investing in the development of a property where the Sponsor has completed 30 previous successful projects, I know where I would put my mother's money-if she were accredited.

Respectfully submitted,