From: Rich Rupp
Sent: March 2, 2007
To: rule-comments@sec.gov
Subject: File No. S7-25-06


To Whom it May Concern,

Our firm is a small broker dealership that does full service financial planning. Most of our clients fall under the proposed new accredited thresholds. I am very concerned about their ability to participate in real estate, gas and oil, and note programs that are formed as private placements. These investments provide layers of diversification that help their overall portfolios perform in a manner that is more predictable due the asset allocation programs created for their individual needs.

Additionally I am very concerned for our investors that are currently participating in these private placements. The firms that created the private placement offerings ability to raise funds in a seriously diminished target market would jeopardize their ability to raise funds and stay in business. It they go out of business that would have a direct affect on the value of my clients existing investments due to the fact that no one would be managing their private placements.

I have been providing financial planning advise for 27 years for my clients and I can tell you that investors today are infinitely more sophisticated than when I started. With all the access to research on the internet, there are many checks and balances. I feel that raising the accredited threshold to 2.5 million will hamper my client’s ability to participate in some of the excellent money making opportunities that are currently available. These changes in accredited thresholds for all private placements will dramatically affect and limit the clients of honest brokers who diversify appropriately over numerous asset classes. It seems these changes are driven by hedge fund problems and not abuses in the other types of investments but yet they are all being thrown into the same basket.

Rich Rupp
Registered Investment Advisor
Western Financial Advisors