Subject: File Number S7-09-09 Surprise SEC Audits Conducted by CPA's

July 3, 2009

Ladies & Gentlemen:

I am writing this note to oppose the Commission's proposal to deem advisor's ability to debit fee for investment management services from a client's account as "custody of assets". I believe that this rule is unfair and it unnecessarily increases cost of investment advisory services under the 1940 Act, by requiring a surprise annual audit of the firm by a CPA. This requirement alone can cost a firm with $25,000 or more in annual cost with no attendant protection to the client. Many investment management firms have assets less than $100 MM and are run as family businesses and small practices. Increased costs when revenues are down puts undue hardship on these businesses.

I request the Commission to discord this proposed change to the existing regulations.


Ram Kolluri
Director & Chief Investment Officer
ICICI Securities Holdings, Inc.