Subject: Comments on Proposed Rule: File No. S7-01-23 Release No. 33-11151 Prohibition Against Conflicts of Interest in Certain Securitizations
From: Jolene Kelly
Affiliation:

Mar. 15, 2023

To the SEC,
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 them to make informed investment decisions, potentially leading to losses. Additionally, as it is written, 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.

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.

Thank You,

Jolene Kelly