Subject: S7-01-23: WebForm Comments from D. Rogers
From: D. Rogers
Affiliation:

Mar. 18, 2023

March 18, 2023

  I believe a comment that i already read on this proposal sums up my feeling adequately. It states:
\"Exceptions for \"risk-mitigating hedging activities, bona fide market making and certain liquidity commitments\" are clearly taken advantage of in a way that injures free and fair markets.

The proposed rule exempts non-reporting companies from registering certain securities offerings under the Securities Act, if they are exclusively sold to accredited investors. This will result in inadequate protection for household investors by reducing the information available to them (the already-unacceptable lack of transparency in the markets continues to make it harder for household investors to make informed decisions), and this will be exploited by manipulative hedge funds.

You also have bona fide market makers who simultaneously operate hedge funds, an absurd conflict of interest. This industry is so purposely obfuscated that no one outside of dedicated researchers has the time to understand it. If you took the time to explain this relationship to fifth grader in layman's terms, even the child would know not to allow such conflicts of interest.

If the SEC is trying to accomplish free, fair, transparent markets, NO MORE EXEMPTIONS to the rules for any market participants, in the name of \"liquidity\" or otherwise.\"