Subject: File No. S7-25-06
From: Clayton G. Leroux, Esq.

January 27, 2007

I am writing to voice my objection to the proposal under consideration to raise the "net worth" requirements concerning qualified investors.
I have been the General Counsel of a publicly-traded corporation and have, for many years, practiced securities law and have counseled on SEC compliance and filings.
I believe the current $1,000,000 net worth requirements provide an appropriate threshold. To raise it to the proposed level of $2.5 million would erect an unfairly high threshold to preclude "fairly well off" individuals from participating in the greatly-expanded market choices that have arisen over the past fifteen years.
Thank you for the opportunity of offering my comment.

Clayton G. Leroux, Esq.