Subject: File No. S7-25-06
From: john j marsh

January 31, 2007

I would like to voice my opposition to your proposed rule changes that will increase the net worth requirements to invest in private funds from $1,000,000 to $2,500,000. I do not believe that this change will provide any significant protection for investors but it certainly will decrease the number of investment choices available for middle-tier investors such as myself.

If anything, you should be exploring ways to expand access to private funds to more americans, not limiting some of the most lucrative investments to only the very wealthy - which is what I believe your proposed rule change will accomplish.

Thank you.

John Marsh
Moorpark, CA.