November 17, 2008

Subject: File Number S7-14-08

Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-0609

Attn: Florence Harmon,
Acting Secretary

Re: File Number S7-14-08

Dear Ms. Harmon:

We appreciate the opportunity afforded the public for additional time to comment on proposed Rule 151A. However, despite the additional 30-day extension period ending today, we believe that the implementation of such a rule in its current form, without significant consideration of multiple affected areas within the Commission’s regulatory regime, would be premature. We have listed in this response several areas for the Commission’s consideration, but the list is by no means comprehensive, which will require further study and comment by affected parties.

While we do not support the adoption of proposed Rule 151A due to the long-standing reasons for the existing exemption, in the event of the Rule’s ultimate adoption, we submit the following recommendations for exemption consideration to avoid overregulation in areas typically afforded some relief under existing law. The recommendations are primarily related to the particular nature of certain investing parties’ ability effectively to protect themselves subject, of course, in all cases to continuing customary anti-fraud protections, or due to the regulation in one context having an unintended consequence.

We urge the Commission to consider the following exemptions under Rule 151A:

1. Annuities purchased by “accredited investors”. Corporations regularly issue securities to “investors” who meet established net worth, income and sophistication thresholds. These “accredited investors” are not afforded certain of the disclosure and registration protections afforded the general investing public. We would encourage either an acknowledgment of the application of the “accredited investor” principle in the final Rule or an expressly provided exemption provision clarifying the application of such an exemption in the context of the subject annuities.

2. Annuities purchased by corporate entities for their executives. Under rationale similar to that referenced above, corporations as “investors” should not need the protection afforded typical consumers. Corporations that purchase annuities or other assets as compensation benefits for their executives should be able to adequately protect their interests and evaluate the stability, security, investment growth and market related gains applicable to complex annuity instruments. In addition, executives who receive such instruments as compensation should not look for the protection of securities regulations on matters of compensation generally negotiated between the corporation and the executive.

3. Annuity issued in an amount greater than $500,000. Annuities of this size and greater are not typically purchased by “non-accredited” investors. We believe that some size limitation is appropriate as being outside the scope of typical consumer investor transactions to which the Rule is or should be directed.

In addition, we would ask that an exemption from the credit extension limitations under Section 11(d) of the Securities Exchange Act of 1934 be considered. We do not believe it was the intention for annuities to be treated as new issues, and therefore subject to margin account requirements. It seems that clarification in this area would be prudent given that the guarantied principal amount of these contracts eliminates margin account risk.

We respectfully request your consideration of these exemptions in the context of proposed Rule 151A, and request further evaluation and study by the Commission of the implications of the Rule throughout its current regulatory regime.

Regards,

/s/ Timothy P. Veith

Timothy P. Veith, Esq.
General Counsel
Entaire Global Companies, Inc.
Duluth, Georgia