Subject: File No. S7-17-11
From: John N McCorvie
Affiliation: Partner, Peak Asset Management, LLC

June 7, 2011

The rule change seeks to shrink the size of elegible investors based on asset levels rather than addressing any underlying concerns of deception or fraud by the advisor or lack of sophistication/education of the investor.

It seems like disclosure/client education is the appropriate issue:

All else being equal, performance fees encourage an advisor to be more aggressive than a base percentage of total assets fee. If the portfolio drops substantially below the high water mark and the advisor can no longer earn its participation fee for an extended period of time, iti is likely to close the fund or account, at which time it will encourage you to invest in a new fund or open a new account.

Happy to review further if you would like.

I know you guys have a tough job. Good luck.

Thanks, John