From: Gerald B. Carnahan
Sent: March 1, 2007
Subject: File No. S7-25-06

I am in favor of the Antifraud provision of this proposal.
I am against the proposed change in the definition of an accredited investor (rules 509 and 216). This would have a terrible economic impact on the U.S. economy, Small Business, and the American Investor. Reg D offerings are an important capital source of capital for Small Business. They create a large percentage of jobs and growth for the U.S. economy. Restricting their access to capital, by increasing net worth requirements on Reg D offerings will impair their ability to grow.
I do not understand why Reg D offerings being included, when it appears that Hedge funds are the primary area of concern.


Gerald B. Carnahan
Registered Investment Advisor Representative
WFP Securities
Laguna Hills, CA