Question: Traditionally, by allowing exemptions from registration and easing restrictions based on the sophistication of the offeree (whether one is a Qualified Institutional Buyer or an

Traditionally, by allowing exemptions from registration and easing restrictions based on the sophistication of the offeree (whether one is a Qualified Institutional Buyer or an Institutional Accredited Investor), the Commission was implying (at least tacitly) that the "more discerning and sophisticated" investor might need fewer protections. What would the impact of such a change be? What do you think the proposed expanded definition of "accredited investor" indicates about the SEC's current thinking?Do you agree or disagree?

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