Subject: File No. 4-657
From: Matthew Harper

February 1, 2013

I'm a small investor and have often been frustrated with how the major players are able to control the market. Now, you are offering a way for the heavily-moneyed to take even more control by disallowing normal people to get in on IPO's. The downside to this is that people within the avg. income bracket are being discriminated against, and the up side is a vague and unproven chance that maybe more companies would feel comfortable to become public. As though a company owner decides to go public depending on what share of his IPO would be bought by wealthy investors. Also, simply because someone is rich doesn't mean that they have the slightest idea of what they are doing exampled by Paris Hilton.

All this ruling would do is give the rich first dibs at investing in new companies- running the price up and then selling them off to avg investors. It's a sham