Subject: File No. S7-27-09
From: Randall M Woith
Affiliation: Average Investor

February 22, 2010

Hello,
My name is Randall M. Woith. I am not a Securities Law Expert, a Professor of Economics or anything special just an average investor who has been involved in trading the markets for over 20 years now. The comment I have regarding this subject is not whether the SEC should be Looking Into Regulating these so called Dark Pools, but rather I would ask Why Are Dark Pools Allowed To Exist In The First Place? The very fact that there are Dark Pools that are non regulated, non transparent and the fact that Nobody knows what is going on in these dark pools by definition means virtually ALL of the regulations that the SEC is supposed to be enforcing cannot be enforced when it comes to Dark Pools Candidly, I have to say as a small investor that the SEC is Totally Missing The Point In all honesty I feel this is just a small example of WHY the American people are so fed up with our government. To me, this seems like a cut and dry case. If these operators of the so called Dark Pools were not trying to hide something, why would they form these pools and conduct transactions out of the view off the public? Frankly the argument of increasing liquidity during turbulent market times, or protecting large investors so their orders are not seen by the public are nothing more than Red Herrings and Totally Unacceptable All one has to do is look at when these Dark Pools were formed, and then look at what followed in the markets shortly thereafter. The simple FACT of the matter is these dark pools were designed to hide something. What are they hiding, or why is the liquidity necessary well, perhaps we should start with Flash Trading Today we have firms like Goldman Sachs who are ALLOWED to have servers set up on the Exchanges that allow them to intercept orders from Average Investors (401Ks and Pensions) and Front Run these orders and in the process skim BILLIONS of dollars from ordinary investors Perhaps that is why these firms Need The Liquidity Or maybe it is so that when the SEC institutes Short Sale Restrictions, restricting ordinary investors from shorting the markets, these firms can go into their Dark Pools and short the hell out of the market and steal more money from the average investor since the SEC will not know what is going on in these dark pools Candidly, it has gotten to the point where I do not know whether the SEC is simply incompetent or co conspirators with these large institutions to allow them to BLATENTLY STEAL MONEY from the Little Guy This is a no brainer as far as I am concerned, the Dark Pools should not be Regulated, they should be Eliminated The bottom line is this our equity markets are becoming a JOKE All you have to do is look at volume. The average investor is not participating in our markets because they have FINALLY woken up to the fact that it is a Rigged Game The SEC has stood by and allowed the Big Institutions to break every rule in the game to their benefit. This matter, like Flash Trading is not something there should even be any discussion about, it should be considered Illegal and Banned IMMEDIATELY. The SEC needs to realize that the Average Investor is not scanning your web page every night to see what proposals are being put forth. Even if they were, VERY FEW would understand. It is the job of the SEC to protect ALL Investors, not just the Big Boys But of course the little guy doesnt have lobbyists or money to send people on nice trips or buy them special gifts. It is disgusting to me that the SEC has failed the Average Investor and it is just a matter of time before the next Big Decline comes along and Totally wipes out the money that people have worked and saved their entire lives to accumulate. I suppose when that happens, the Big boys will all be short in their Dark Pools and be laughing all the way to the bank

Randall M. Woith