Subject: Accredited Investor rule change
From: Mark Headrick, Financial Advisor
Affiliation: Dempsey Lord Smith, LLC

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. 



Mark Headrick   
Financial Advisor 
Dempsey Lord Smith, LLC 
(706) 302-9489 [p]  (866) 936-1742 [f] 

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