From: William W. Williams
Sent: February 5, 2007
Subject: File No. S7-25-06

I have just read a column written by John Maudlin regarding the rule changes that the SEC is considering on the definition of an "accredited investor". I am writing because I strongly oppose any tightening in the criteria. I find the idea that the definition of an accredited investor is based solely on a net worth requirement to be repugnant to the principles of equality of all people. Why should the "rich" be allowed a wider array of investment options just because they are rich? This is often just as much an accident of birth as race or sex. I understand the rationale for using net worth as the criteria but it is a simplistic approach and I believe you can and should do better.

I think that you would be better off pursuing ideas that would allow all people equal access to investment opportunities. I strongly support the concepts that Mr. Maudlin outlined in his newsletter to open up the available investment options to all investors, not limit them to a small, and, if the proposed modifications are enacted, soon to be smaller, percentage of American investors.

I am one of those individuals who currently qualifies as an accredited investor who would not qualify under the criteria of having $2.5MM in investable assets so I take this proposed change as a direct affront on my ability to take care of my and my family's future.

The approach that you appear to be taking is short-sighted, mean-spirited and represents the easy way out. I encourage you to think of means to expand the list of options for all American investors and not limit them based upon an arbitrary measure of net worth. It is philosophically wrong to limit the choices of investors based simply upon assets. The rich have advantage enough without limiting the choices of those with less assets.

William W. Williams
Park Ridge, IL 60068