Dear Secretary Countryman: I'm an individual investor in San Francisco, and I appreciate the chance to comment. I support giving knowledgeable people a fair path into private markets. But private offerings are where retail investors have the fewest protections and where much offering fraud takes place. The notice itself acknowledges that these investments "generally come without the additional disclosure provided by registration" and carry greater illiquidity, agency costs, adverse selection, and business risk. Passing a 75-question multiple-choice test shows knowledge. It does not show that an investor can absorb a total loss. I urge the Commission not to designate the Exam unless the designation comes with the guardrails below. 1. Pair the Exam with investment limits. The existing wealth and income tests measure two things: sophistication and the ability to bear loss. The Exam measures only the first. The notice recognizes that newly eligible investors "may have fewer financial resources" and may be "less able to bear the financial risk of private investments." I recommend that, at least at first, investors who qualify only through the Exam be limited to investing no more than 10 percent of the greater of their annual income or net worth in exempt offerings in any 12-month period. That is the same limit the Commission already applies to non-accredited investors in Tier 2 Regulation A offerings. The Commission could relax it later if data show Exam Holders are not being harmed. 2. Address the general solicitation risk. Under Rule 506(c), issuers may advertise to the public and sell to anyone verified as accredited. The notice says Exam status could be "easily independently verified," which lowers issuers' costs. It also makes Exam Holders an easy, identifiable audience for aggressive or fraudulent 506(c) promoters. FINRA's verification process should confirm status only one investor at a time, with that investor's consent. It should never produce a searchable or downloadable list that could be used for marketing. The Commission should also make clear that an issuer's "reasonable steps to verify" do not excuse ignoring red flags of unsuitability or fraud. 3. Test fraud recognition directly. The six contemplated content areas (securities structures, investment risks, disclosure, financial statements, conflicts of interest, and corporate governance) are sensible. But none of them is devoted to recognizing offering fraud. I urge FINRA to add a scored section, using case studies, on common red flags: guaranteed or unusually high returns, pressure to invest quickly, unregistered promoters, affinity-group pitches, Ponzi-like payout structures, and how to check a seller on BrokerCheck, EDGAR, and state regulator records. One commenter cited in the notice recommended case-study questions to test real analytical skill, and I agree. 4. Set a meaningful passing standard and protect exam integrity. The Exam would be modeled on the Securities Industry Essentials exam, which the notice says covers "basic securities industry information." A private-markets credential should demand more. I recommend that FINRA: - publish how the passing score is set and report pass rates; - keep the in-person proctoring the notice describes; - limit retakes so candidates cannot pass by memorizing a question bank. The notice says FINRA may shorten the waiting periods to 15 and 60 days, and I'd urge the opposite for this Exam; and - bar issuers, funds, and promoters from paying for, sponsoring, or coaching candidates in exchange for an agreement to invest. 5. Consider requiring experience, or a shorter validity period. NASAA and Nasdaq, both cited in the notice, said a knowledge test without practical experience is not enough. At a minimum, the Commission should weigh an experience component. A ten-year validity period with no continuing education is long, given how fast private-market products change. I recommend five years, or continuing-education requirements in between. 6. Require a plain-English risk acknowledgment. Before each investment that relies on Exam status, the investor should sign a short, standardized form. It should state that the securities are unregistered, may be illiquid for years, could lose all of their value, and that the investor is relying on Exam status. It should also list the SEC and state regulator contacts for reporting suspected fraud. 7. Measure outcomes and revisit. The notice says there is no evidence the 2020 designations created investor-protection concerns. But those designations covered licensed securities professionals, not the general public. I urge the Commission to collect data on Exam Holders' participation in exempt offerings, complaints, enforcement actions, and losses. It should publish a review within three years and narrow or withdraw the designation if the data show harm. 8. Coordinate with state regulators. State securities regulators are often the first to see private-offering fraud against retail investors. FINRA and the Commission should consult NASAA on the Exam's content and passing standard, and share Exam Holder complaint data with the states. Wider access to private markets should not come at the cost of more retail investors losing their savings to offerings they could not afford to lose. With these guardrails, an exam pathway could expand opportunity without expanding fraud. Thank you for considering these comments. Respectfully submitted, Bo Redfearn redfearn14@gmail.com