Subject: File No. S7-34-11
From: Robert L Scherrer, Jr.
Affiliation: Retired Engineer and Current Private Investor

October 5, 2011

I cannot understand the purpose of the SEC's concept to change the status of mREITs. Has there been a rash of fraud or other issues concerning these types of investments? mReits provide yet another source of property financing during a time when alternative financing is scarce. We retail investors who have bought into these investments suddenly find ourselves under scrutiny and currently having to withstand huge losses just on the notion of change after 71 years of definition. The risks are well known to investors, and if not, then one should not invest in misunderstood securities. I would be satisfied if the SEC would appropriate its thin and constrained resources protecting stakeholders from undisclosed risks, fraud and other abuses. Please do not attack the small retail investor especially in today's economic environment who is attempting to provide for his own retirement by investing in various financial instruments. We pay taxes on these earnings which are 90% paid out in the form of dividends. The SEC should drop this concept of change immediately. To date, I have lost 25% of my principle in mREIT instruments due to the threat imposed by this concept of rule change. How does one make up for this disaster?