Subject: File No. S7-01-23 Release No. 33-11151 Prohibition Against Conflicts of Interest in Certain Securitizations
From: John Marinara
Affiliation:

Mar. 16, 2023

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To those at the SEC who care,
I am a Household Investor and I am submitting this comment on the proposed rule # S7-01-23, "Prohibition against Conflicts of Interest in Certain Securitizations".
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 us to make informed investment decisions, potentially leading to losses. Additionally, as it is written, the proposed rule could be exploited by manipulative hedge funds, or certain "Bona Fide" Market Makers with a hedge fund arm... 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, further destroying what credibility is left in our markets. Please do not move this proposed rule as it is written and instead consider the broader implications for all those participating in the markets today and in the future. 

In summary - If the SEC is trying to make markets fair and transparent, there needs to be NO EXEMPTIONS to the rules for any market participants.
Respectfully,
John Marinara