Subject: File No. S7-09-05
From: Michael Donovan L Donovan
Affiliation: Registered Representative

November 17, 2005

For Securities offered under Regulation D, Who can accept investment money and who can be paid a commission?
I believe that Directors can take investments but can not receive a commission. Is this true?
Also, I believe that only a Registered Representative who has complied with State Blue sky Regulations can be paid a commission. Is this true?
Are there any exceptions?
Does this apply to investments in Limited Partnerships that offer shares that represent equity ownership?