We appreciate the SEC’s focus on expanding access to private markets. As a registered investment adviser, we sponsor a private fund relying on Section 3(c)(1) designed exclusively for our accredited clients. We face a practical constraint: strong client demand exceeds the 100 beneficial owner limit, preventing otherwise qualified investors from participating in a strategy we believe is appropriate for them. The current 3(c)(1) cap—while historically grounded in investor protection—creates unnecessary friction for RIAs serving sophisticated, accredited clients within an advisory relationship subject to fiduciary duties. As a result, investors are either excluded or we are forced to consider less efficient structures. To advance the SEC’s access objectives, we encourage consideration of targeted reforms such as: (1) increasing or modernizing the 100 investor limit for adviser-sponsored funds serving only accredited clients; (2) permitting a higher cap where investments are made through a single RIA-client relationship; or (3) creating a conditional exemption tied to enhanced disclosures and fiduciary oversight. These adjustments would expand access while preserving investor protections and operational transparency. Thank you for your consideration.