Subject: File No. 4-692
From: Michael John Sewell, Esquire
Affiliation: Sewell Law, LC

December 23, 2015

In general, federal regulations are too pervasive and too complex, and in many instances incomprehensible, which creates a barrier to innovation and economic growth. Most of the options set forth in the report increase the complexity of defining an accredited investor. I would strongly urge the Commission to leave the definition untouched, as it seems to work. If more entities meet the definition over time due to inflation, all the better. Such would certainly be in line with the general intent of the JOBS Act to make it easier for small companies to raise capital from both accredited investors and the unaccredited "masses". Investor protection is a worthy pursuit, government micromanagement of transactions between free people is not.