Subject: File No. S7-03-22
From: Mark Steven Browning
Affiliation: Individual Investor

February 15, 2022

The SEC is charged with protecting small, unsophisticated investors. This proposed rule strays from this SEC mandate in that it imposes compliance regulations on investments restricted to accredited or institutional investors. Simply put, it is excessive regulation on a segment of the market that is capable of its own sophisticated due diligence and ability to make decisions without small investor protections. This proposed rule will drive up costs and harm the ability to raise capital. I urge that this proposed rule be rejected.