Subject: File No. S7-17-11
From: Laura Swenson

July 21, 2011

Dear Ms. Murphy,

Please do allow existing agreements to be grandfathered in. Changing things mid-stream would be bad for both the investor and the hedge fund manager.

Also, please do allow at least 12 months transition time before any change is implemented. This is important for small hedge funds. Small hedge funds who have recently formed pay a lot of legal and other fees to set up their fund. They have a business plan (based on the number of friends and family they know) to raise enough money to make their fund sufficient scale to cover those fees. It takes a small hedge fund at least a year and usually more to raise sufficient funds. If you implement this change too quickly then funds that have just formed will be stuck and now may have to go out of business because it is now harder for them to raise funds then their original business plan intended. Keep in mind small hedge funds have very limited access to potential investors as they can only contact people they know and can't advertise. This change will significantly shrink the amount of investors who can join their fund and significantly alter their original business plan.

Thus, please do allow at least one year transition time so that small hedge funds in the middle of raising capital right now (like mine) according to their original business plan can complete this plan and not go out of business. In this way new funds can then comprehend the rule and just decide not to form a new fund if they can't raise enough capital under the new rule. But, at least they won't be caught mid-stream having already paid a bunch of start-up costs.


Laura Swenson, Hedge Fund Manager (For a very small recently formed hedge fund)