Jul. 23, 2026
R. Dallas Whitaker Partner, Carter Funds CEO, Carter Exchange 4890 W Kennedy Blvd., Suite 200 Tampa FL, 33609 Vanessa A. Countryman Secretary U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Registered Offering Reform (File No. S7–2026–17) — Advocacy for Preemption of State Registration and Qualification Requirements Dear Ms. Countryman: I am a partner at Carter Funds and the CEO of Carter Exchange. I write to express my unequivocal support for the proposed Registered Offering Reform, urging the Commission to finalize it. Our company plays a vital role in facilitating capital formation through sponsoring various investment programs for diverse investor groups, and these reforms are instrumental to enhancing economic growth and opportunity. More recently, we have pivoted away from public offering structures to private exempt funds structures due to the overly burdensome, complex and duplicative state regulatory regime. The Deteriorating Path to Public Offerings The current landscape reveals that the pathway for registered public offerings is becoming increasingly challenging. This trend is not necessarily a reflection of investor desires but is driven by the burdensome duplications of state regulations. The complexities that arise from navigating up to 52 state jurisdictions create significant friction, discouraging many from pursuing registered public offerings despite the advantages they present. In our experience at Carter Funds, we have observed a remarkable 60% increase in inquiries for private placements as companies seek to avoid these obstacles. Enhanced Investor Protection Through Streamlined Processes It is crucial to assert that the proposed reform does not undermine investor protection. In reality, it strengthens it by eliminating unnecessary duplication, which currently impedes capital formation. The layers of state scrutiny introduce delays and additional costs without offering substantial benefits in terms of protection. Our clients benefit from comprehensive federal safeguards, including SEC disclosure mandates and extensive reporting protocols, far surpassing any marginal advantages that state-level reviews might provide. Upholding Statutory Authority for Preemption We firmly believe that the SEC possesses the authority to define “qualified purchaser” as proposed, thereby facilitating effective preemption of state registration requirements. The successful implementation of preemption under Regulation A (Tier 2) serves as a strong precedent. We advocate for a cohesive national regulatory framework that supports all forms of registered offerings, thereby enhancing market efficiency. Continuing the Bipartisan Efforts in Financial Market Modernization This reform represents the culmination of decades of bipartisan initiatives aimed at modernizing our financial markets. The National Securities Markets Improvement Act (NSMIA) of 1996 and the JOBS Act of 2012 have established the groundwork for a more efficient regulatory landscape, which has yet to be fully realized, particularly for non-listed REITs and BDCs. By extending preemption to these offerings, we will promote continued innovation within our capital markets. Expanding Investor Choice and Access The current regulatory landscape faces substantial barriers that inhibit everyday investors from accessing promising non-listed REITs and BDCs—investment products that have long been available to institutional investors. By adhering to federal disclosure standards and fiduciary obligations, investors are unjustly restricted by duplicative state processes, which do not necessarily enhance their security while creating considerable barriers to entry. Preserving, Not Compromising, Investor Protection It is essential to highlight that the SEC’s proposals preserve the anti-fraud and enforcement authority of state regulators, thereby ensuring market integrity remains robust. The overly complicated nature of state merit review undermines the efficiencies that federal regulation aims to achieve. We urge the Commission to recognize that preemption not only enriches investor protection but also bolsters our capital markets. Strengthening Market Competitiveness In light of the evolving dynamics of global finance, it is imperative that the U.S. maintains its competitive edge. Streamlining the offering process will empower more issuers to access public capital, encouraging entrepreneurship and investment. A more efficient public offering process will not only attract domestic investment but also foreign capital. This aspect will boost both the economy and job creation in our communities. Encouraging Broader Public Participation Lastly, broadening access through modernized regulations encourages greater public engagement in the financial markets. By making these investment options more accessible, we can cultivate a more inclusive investment environment that reflects the diversity of our population. Facilitating wider participation builds investor confidence and ultimately leads to a more resilient economy. In conclusion, I respectfully reiterate my strong support for the SEC's proposed Registered Offering Reform (File No. S7–2026–17). This reform presents a pivotal opportunity to rejuvenate public offerings and stimulate economic growth. I encourage the Commission to adopt this proposal promptly, and I welcome the opportunity to discuss our insights further. Thank you for considering our perspectives. Sincerely, Dallas Whitaker Partner, Carter Funds carterfunds.com R. Dallas Whitaker, CCIM Chief Executive Officer | Carter Exchange 4890 W. Kennedy Blvd., Suite 200 Tampa, FL 33609 p. 813.694.7304 m. 813.748.0413 e. dwhitaker@carterfunds.com