Subject: File No. 265-27
From: Rishi Palriwala

December 17, 2014

The original investor accreditation rules were put in place over 30 years ago in what I believe was an attempt to protect a group of investors today known as non-accredited from investing potentially scarce funds in potentially aggressive investments. While this worked to an extent, I believe in actuality it more so limited the same group from accessing investments which now only allow a wealthier class of individuals have access. As others have said, financial means does not necessarily equal financial sophistication in fact there are several examples of accredited investors who have invested foolishly. I believe those with less financial means will/can work to make a rounded investment decision considering the potential opportunity cost. The truth is investors of all cohorts will make good and bad decisions, but everyone should at least have a seat at the table. At a minimum, the issuer and/or platforms should be held to tougher rules of investment disclosure and transparency when it comes to due diligence, investment horizon, fees, and if any financial alignment.