From: Michelle Shaughnessy
Sent: March 7, 2007
Subject: File No. S7-25-06

To Whom It May Concern:

I would like to register a protest of the proposed changes that would increase the definition of an accredited investor to a natural person with a net worth of over $2.5 million, exclusive of home and real estate used in business. My reasons are as follows:

Although well meaning, I don't believe these proposed rules changes would not add any more protection for investors than is already in place. While there is some evidence that investors are being defrauded or experiencing losses due to abusive practices, lack of transparency and undisclosed conflicts of interest in private pools and hedge funds, the proposed changes to rules 216 and 509 are in my opinion taking a shotgun approach to a problem that should be targeted with a sharper focus on only the offending entities. Of course, inflation has increased the population of accredited investors, but the advent of the Internet and other media has vastly increased the the amount of relevant information available to investors.

It is my belief that investors whose net worth does not conform to the proposed rules changes will be unduly punished, not only for being successful, but also by restricting their exposure to the appropriate investment vehicles suggested by their financial advisors. My financial advisor fully understands my investor profile, the due diligence required of each investment vehicle, and if satisfied, appropriately makes the suggestion as to their viability. If these changes become law, advisors' ability to offer such investments will be severely restricted and thus take a market away from their business. It must be remembered that individuals and families investing in these non-traditional vehicles that require disclosure through private placement memoranda (PPM's) are providing a benefit to society, not speculating in hedge funds and other private pools whose disclosure is limited.

In addition--and of great consequence--a substantial number of current income property owners have taken advantage of IRS section 1031 rules and, therefore, changing the rules could deprive them of exchanging their real estate properties into other tax-deferred real estate.

I find questionable the assumption that higher net worth above the current requirements correlate to increased investor sophistication. As an independent business owner, I consider myself an accredited investor who has accumulated assets through hard work and regard myself as financially astute, more so than some wealthy individuals who may have inherited their money.

I am an investor in non-traditional vehicles which are non-correlated to equity markets and, as such, provide a measure of diversification which works to reduce overall risk.

I am aware investments can be complex, but do not believe they are beyond my comprehension as an accredited investor, as presently defined. I would therefore urge you to seriously consider leaving the aforementioned rules as they now stand.

I appreciate your time and consideration in this important matter.

Respectfully yours,

Michelle Shaughnessy
Private Investor