Vanessa A. Countryman, Secretary Securities and Exchange Commission 100 F Street NE Washington, DC 20549-1090 Re: Release No. 33-11446, File No. 4-932, Potential Designation of U.S. Certified Public Accountant License as Qualifying Natural Persons for Accredited Investor Status Dear Ms. Countryman: Thank you for the opportunity to comment on the Commission's potential designation of a U.S. certified public accountant (CPA) license under Rule 501(a)(10). I respectfully submit that the Commission should not issue this designation, because the CPA credential measures a different kind of expertise than the one the accredited investor definition is meant to capture, and the existing framework is sufficient. 1. The profession is not centred on investing. Many CPAs practise in audit, tax, bookkeeping, internal accounting or compliance, and may never evaluate an investment opportunity in the course of their work. Holding the license says little about a person's experience assessing securities. 2. The CPA exam does not test investment sophistication. The exam focuses on accounting, auditing, taxation and regulation. It does not test valuation, portfolio construction, diversification or the risks specific to private placements, such as illiquidity, dilution, transfer restrictions, limited disclosure and conflicts between investors and managers. 3. Reading financial statements is not the same as evaluating an investment. Financial statement literacy is valuable, but judging whether a private offering is fairly priced and appropriately structured requires different skills. The Commission's own proposed accredited investor exam reflects this: financial statements are only one of several topics it would cover. 4. The designation does not fit the Commission's own criteria. Rule 501(a)(10)(ii) asks whether the examination is designed to demonstrate comprehension and sophistication "in the areas of securities and investing." That case is straightforward for the Series 7, 65 and 82 licenses, which test securities knowledge directly. It is much weaker for an exam designed to license accounting and assurance professionals. 5. The existing framework is sufficient. CPAs who are financially sophisticated and have the means to invest in private offerings can already qualify through the income or net worth tests, or by obtaining one of the designated securities licenses. The protective function of the wealth tests should not be set aside on the strength of a credential that does not address investment risk. Acknowledging the other view. I recognize that the CPA license is rigorous, publicly verifiable through state boards, and that analysing financial statements is an important part of evaluating a private company. If the Commission nonetheless proceeds, I urge it to (a) limit the amount a person qualifying solely through this designation may invest in exempt offerings, and (b) confirm that the designation does not alter auditor independence or other professional restrictions that apply to CPAs. Thank you for considering these comments. Respectfully submitted,