Subject: File No. S7-07-12
From: Phillip Goldstein
Affiliation: Bulldog Investors

August 31, 2012

I have to give the SEC credit where credit is due. The proposed rule is consistent with Congresss intent and is also what legitimate private issuers already do. Better late than never.

The doomsayers have not been able to produce one example of abuse of the current procedure for verifying accreditation. So, the Commission should give the alarmists another 30 days to vent but unless they come up with some new arguments, it should move quickly to adopt the rule as proposed. Personally, I suspect that they have shot their load and will regurgitate what they already said.

As for the doomsayers concern about investors losing money in private offerings, I have a few suggestions for them: (1) Do not invest in private offerings (2) Tell everyone else not to invest in private offerings (3) Conduct a public relations campaign to tell everyone not to invest in private offerings (4) Tell Congress it made a big mistake by making it easier for private issuers to locate accredited investors (5) Get over it.