Feb. 07, 2020
To Whom it May Concern and/or Martha Legg Miller, Director, Office of the Advocate for Small Business Formation, SEC Thank you for the opportunity to comment on the proposed rule change. I am very much in favor of the overall concept of the changes. I strongly feel that the final rules, when adopted, should include the following; Any legal entity comprised of 100% accredited investors should be able to purchase the same investments as any individual accredited investor. RATIONALE; forming an entity to purchase private placements could allow investors to benefit from a higher degree of diversification, therefore a likelihood of increased safety. Also it would allow for their combined investments to fund more small businesses. On the local level, it's one more entity for an attorney to form and one more tax return for a CPA. (I am confused by the language about "an entity not formed for the specific purpose of investing in the securities offered). Allow for an investor to become accredited by passing an exam monitored by the SEC or other regulating body. RATIONALE; This is more consistent with all other qualifying situations administered by the SEC and other regulating bodies. Also it may promote a compelling reason for the industry to help, encourage or instruct interested investors to achieve this goal. If left purely to "accredited educational institutions" it may or may not be promoted and could be dropped altogether if there is not sufficient local interest. Local advisors and their investment firms have a compelling reason to assist those who are genuinely interested in achieving this distinction. Through this method, the SEC earns a fee for administering the test and controls the level of competency it desires. Thank you for the opportunity to comment. I would be willing to discuss my comments if anyone has interest. Thanks, Mark Mark Headrick Financial Advisor Dempsey Lord Smith, LLC (706) 302-9489 [p] (866) 936-1742 [f] mark.headrick@dempseyi.com E-mail privacy notice: The confidentiality of email cannot be guaranteed. Do not include private information such as passwords, account numbers or social security numbers. This message is only intended for use by the individual or entity to which it is addressed. If you are not the intended recipient or the agent responsible for delivering the message to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this message is strictly prohibited. We will maintain and store your email communications for a set period of time to meet legal and regulatory requirements. This e-mail is not an offer to sell or a solicitation of an offer to buy any security that can only be sold by prospectus or confidential private placement memorandum. All investments contain risk and cannot be guaranteed and you can lose some or all of your investment. Investment dividends and interest are not guaranteed and may or may not continue. Reg D offerings are for accredited investors only. There are many factors that determine your accredited investor status. To determine if you meet this status consult with your financial advisor. Past performance is not indicative of future results. This is not every material fact regarding any security or proposal. Prior to making any investment/financial decision you should consult your financial advisor and your accountant. The information contained herein is derived from sources deemed to be reliable but cannot be guaranteed. You should review your monthly account statements for the most accurate information regarding your account. Please do not leave any orders on our voicemail or send them by e-mail we will not act on them. All transactions must be entered when the request is given to your financial advisor. Dempsey Lord Smith, LLC is a member of FINRA/SIPC. For more complete information about SIPC please go to www.sipc.com. Dempsey Lord Smith, LLC is not a bank and therefore does not fall under FDIC.