Subject: File No. S7-25-06
From: Steven Grossman
Affiliation: President, HPS Group, LLC

February 24, 2007

Following a divorce, I have fallen from the ranks of those whose income and assets allow them to be an accredited investor. I never availed myself of this opportunity, but always felt that it was an option and that with my professional financial help, I was capable of making such investments. (note: Does anyone think that accredited investors operate without professional financial help? Surely, since such help is widely available, this further equalizes people with regard to capability).

Your proposed rule--raising the minimum from $1 million to $2.5 million--assures that I will never have this option and flexibility again. I can't understand why. I am no less sophisticated following the divorce (perhaps more so), but my investment status has changed. By your rule, you will make it almost certain that I will never regain this status.

The fundamental question for me is: why is this a threshhold that should be indexed? Granted a $1,000,000 in 1982 is a much larger number now, but the sophistication of investors has also increased severalfold, as has the variety and quality of professional financial advice.

I am not against securities and financial services regulation, some is undoubtedly needed. However, suggesting that an individual with income and assets of even a half million is incapable of sophisticated decisionmaking is: untrue, insulting, and elitist. I say: lower the threshhold because of increasing sophistication of investors, don't raise it to keep invest vehicles off-limits to most investors.

Thank you for the opportunity to comment.