Feb. 24, 2023
February 24, 2023 Dear SEC Commissioner, As a retail investor, I am writing to express my support for the proposed Securities Act Rule 192, which would prohibit certain securitization participants from engaging in transactions that would involve or result in certain material conflicts of interest, as required by Section 27B of the Dodd-Frank Wall Street Reform and Consumer Protection Act. I believe that this proposed rule is an important step towards increasing transparency and fairness in the securitization market, and will help to prevent securitization participants from taking advantage of conflicts of interest to the detriment of investors. The proposed rule would prohibit securitization participants from engaging in conflicted transactions, including short sales of asset-backed securities (ABS), the purchase of credit default swaps or other credit derivatives, or the purchase or sale of any financial instrument that would benefit from the adverse performance of the underlying asset pool or decline in the market value of the ABS. The proposed rule also includes exceptions for risk-mitigating hedging activities, bona fide market-making activities, and liquidity commitments. I believe that these restrictions and exceptions strike an appropriate balance between protecting investors and ensuring that securitization participants are able to engage in legitimate market activities that contribute to market liquidity and efficiency. I am particularly pleased to see that the proposed rule would require securitization participants relying on certain exceptions to implement compliance programs that are reasonably designed to ensure compliance with the conditions applicable to those exceptions, including written policies and procedures. This will help to ensure that securitization participants are held accountable for their actions and are taking appropriate measures to protect investors. I urge the SEC to move forward with the adoption of Securities Act Rule 192 as soon as possible, as I believe that it will be an important step towards increasing transparency and fairness in the securitization market, and will help to restore investor confidence in this important market. Thank you for your attention to this matter. Sincerely, Jacob Gillmore