Subject: Re: Prohibition Against Conflicts of Interest in Certain Securitizations File No. S7-01-23
From: Jason St. James
Affiliation:

Mar. 15, 2023

Hello. 


I am a Canadian citizen who directly participates in the US securities market as a household investor. 


I disagree with the exception criteria for "risk-mitigating hedging activities, bona fide market making & certain liquidity commitments" to you're re-proposed rules referenced in the subject of this email. 


The rules should apply to any and all market participants, regardless of their design, purpose, intended benefit or self-preserving perspective. The concept of a free and fair market requires a level playing field for ALL participants. 


At minimum I find the exception to be unfair, and at worst unjustified and a clear signal that the SEC has been influenced by market participants outlined in the exception criteria. 


As the sole entity that can actual do anything that can protect household investors from the predatory, manipulative, hidden and very real impact of the parties listed in your exception, you are eroding the public confidence in your ability to uphold your mandate. We need rules that actually drive market transparency, fairness and true supply and demand based price discovery for securities and equities markets. 


Beyond what i have mentioned, I agree with the following points I have sourced from online: 


• The proposed rule exempts non-reporting companies from registering certain securities offerings under the Securities Act, if they are exclusively sold to accredited investors. However, this exemption has significant flaws
• The proposed rule inadequately protects household investors by reducing the information available to them. This lack of transparency makes it harder for them to make informed investment decisions, potentially leading to losses.
• The proposed rule could be exploited by manipulative hedge funds. These funds have a history of manipulative behavior in the securities market, and the exemption would offer them a new opportunity to engage in such practices. By limiting the exemption to accredited investors, hedge funds could create fake accredited investor accounts to conduct manipulative behavior outside of regulatory oversight.


Please help protect household investors from the predatory, fraudulent and rampant corruption that permeates the current equities markets by holding ALL participants legally accountable with the same standards and rules.
Consider this comment reflective of my household opinion of your purposed rules referenced in the subject of this email.


Thank you, please continue, and if possible more effectively, to make our markets free and fair for all participants.