Subject: File No. S7-25-19
From: Mike L.

December 19, 2019

Commissioners,

I disagree with this proposal.

The accredited investor definition has eroded since the 1980's. Instead of letting it wither away, the Commission should increase the definition to $1 mil in income or $5 mil in liquid net assets, and then index it for inflation.

Small investors should not be able to invest in private placements. You will erode the public markets by creating an alternative to public offerings.
Small investors do not have the clout, savvy, or the funds to negotiate favorable terms with private companies or funds. Instead, thy will be exploited.

If you think the public disclosure regime is worthwhile for main street investors, why would you give main street investors a path to investing where they will not receive the necessary information or liability protections?

Instead, the SEC should provide an easier means for private companies and funds to register.