Subject: File No. S7-34-11
From: J. Ludwig

October 8, 2011

I have read a reasonable sample of the comments. It seems that all the comments are against any changes to mREITs and, not surprisingly, come from current investors. I realize that this fact alone will probably be "proof" to someone at the SEC that there must be a problem To me, they all seem fair even though they may have an underlying bias. It really could be, that despite having a position in these equities, they could also be correct. Can someone from the SEC please provide the counterpoint and/or rationale for considering a change to an existing platform that has adequate oversight and disclosure and seemed to be working fine until the SEC raised the issue? While we are at it does the SEC want to comment on the debt-to-equity ratio of every company in Ameica?

Each and every commentor seemed to understand the product that he/she had invested in. I would say a very high percentage understand that any flattening or inversion of the yield curve would affect their investment. But all of these reasonably sophisticated investors could not have forseen the risk of the SEC inserting a finger in the pot for no good reason. That is the exasperation that I sense in their comments.

The most salient point that I saw was made by only one investor and I share his assessment. I view these investments as an individualized component of what every bank in America has at the core of their business model. Borrow money in the short end of the yield curve, lend money further out on the yield curve and employ modest leverage. Except that banks add greater leverage, less transparency and more complexity. Most all banks had to be bailed out by the Government which cannot be said about mREITS.

If the SEC wants to considering altering a rule, I respectfully sugggest that they first consider the underlying premise behind every bank, credit union and SL in America. Can anyone at the SEC or Treasury tell me how that experiment would turn out? I have no problem with fixing a problem but where is the problem? As best I can see we are already living with the unintended consequences of a proposal that is based on some random idea to question a system that works. Please spare me an actual change and those consequences. November 7th is not soon enough to stop.