From: W. Lawson McWhorter
Sent: March 9, 2007
Subject: File No. S7-25-06

Dear Sir or Madam:

I am writing regarding file number S7-25-06, the proposed rule changes pertaining to "Accredited Investors in Certain Private Investment Vehicles." In 2000, I started a private investment partnership, or "hedge fund", primarily seeded with money from friends and family. Most of my investors would likely not meet the proposed new "accredited investor" standard. I feel this rule is arbitrary, anti-competitive and unnecessarily disadvantages start-ups funds, not to mention investors who are denied access to a whole range of investment strategies not otherwise readily available to them.

As you are surely aware, entrepreneurial business and risk taking are a key pillar sustaining this country's economic vitality. Can you imagine if Apple Computer wasn't allowed to start in a garage or Dell Computer in a dorm room only because they didn't have big money backing them? Why should hedge funds be any different?

A commonly expressed fear underlying recent regulatory attention is that hedge funds somehow pose a threat the financial system as a whole. If you believe this to be the case (I don't—Amaranth lost more money than Long Term Capital Management and barely caused a ripple in the financial marketplace outside of natural gas), why are you proposing rules that would only penalize smaller funds? Shouldn't your efforts be focused on the large funds that might actually have the potential to be destabilizing and can better bear the regulatory expense?

The anti-fraud provisions, while well meaning, will have about as much effect (zero) on determined crooks as any other rule or law. One last observation: Thailand just learned an important lesson on what happens when you penalize investment capital—it goes elsewhere, often in the blink of an eye. In the past few years, we have already seen many IPO's move overseas to avoid US regulatory costs. I'd hate to see the same thing happen to hedge funds due to an inhospitable regulatory environment.

Very truly yours,

W. Lawson McWhorter