From: Ira Kawaller
Sent: February 19, 2007
Subject: File No. S7-25-06

Two whom it may concern:

I’ve read with great interest – and some trepidation – the proposed rule that would adjust the wealth requirement for participating in various private placement investment vehicles, and I’d like to register my strong objection to the proposed approach. My objection arises because the proposal offers a one-size-fits-all wealth requirement that applies to all investment programs – whether the program requires a minimum investment of $1 million or $25 thousand. The idea that the same eligibility criteria should apply to these two investments is transparently ridiculous; and yet, as I read the proposal, that seems to be exactly what is being proposed. I urge you to reconsider this proposal and/or adjust it in a manner that relates the wealth constraint to the investors’ value at risk.

I offer this comment as a Managing Partner for a limited partner investment vehicle, the Kawaller Fund, which is tailored to an investor seeking to diversify a more traditional portfolio. The fund is designed with a $25,000 minimum.

If I can be of any assistance in your further consideration of this issue, I would be happy to hear from you.

Thank you for your consideration.

Ira Kawaller