March 4, 2002

Jonathan G. Katz, Secretary
U.S. Security and exchange Commission
450 Fifth Street NW
Washington, DC 20549-0609

Re: Definition of Qualified Purchaser; Release No. 33-8041.
File No. S7-23-01

Dear Mr. Katz:

As a member of the North American Securities Administrators Association (NASAA), I have read the March 1, 2002 comment letter submitted by NASAA regarding the above captioned release.

The Commonwealth of Virginia, as an individual state and a member of NASAA, fully supports the position and its rationale outlined in the March 1, 2002 letter.

In the interest of saving time, I did not feel it prudent to write a detailed response, which would only serve to duplicate NASAA's position. Accordingly, I hope this letter adequately responds to the release.

I thank you for the opportunity to convey my position on this matter.

Very truly yours,

Ronald W. Thomas
Director

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