Subject: File No. 4-932
From: Kenneth Smith

I appreciate the opportunity to provide comments to the Securities Exchange Commission on its proposal to expand the accredited investor designation to apply to CPA license holders. I fully support adoption of the proposal and believe that the benefits sufficiently outweigh any potential drawbacks. The Commissions intent for enforcing the "accredited investor" definition under Regulation D is to render the Commissions public market protections as not necessary for that individual. An accredited investor should be able to do at least one of these two things 1) have enough capital to absorb a catastrophic loss without issue or 2) Understand the risk of private markets and that investments available to accredited investors lack the same protections and regulations in the public markets. A CPA, regardless of individual state law, will have at minimum 120 college credit hours with relevant accountancy coursework and 2000 hours of work experience under an existing CPA. The time spent working towards becoming a CPA provides insight into the capital markets from a large range of perspectives. The perspectives that are gained from the designation provide unique knowledge and understanding into the private markets that a non-CPA does not have. A CPA may not give someone the exact knowledge of a Series 7 holder; however, it shows the distinction that a person understands the capital markets from the creation side of the financials. One of the four CPA exams is entirely focused on regulations including the distinct differences that exist between public and private companies from a financial regulatory standpoint. After passing that exam, I believe a CPA has more than enough competency to recognize the private market's inherent risk. I also support the Commissions goal of reducing compliance burden where possible. I believe this proposal, if enacted, will increase private market liquidity therefore reducing the number of smaller companies that would need to turn to public markets. I believe this secondary effect reduces compliance burden on the Commission's part and will substantially reduce the burden on smaller companies. To conclude, I recommend that the SEC enacts this proposal as having a CPA designation demonstrates enough competency to qualify as an accredited investor.