Subject: File Number S7-09-09

July 13, 2009

To The SEC:

I am a member of the Financial Planning Association and an SEC-registered investment advisor. I am a sole-proprietor and have been in business for more than 12 years. In those years, I have not had one complaint, or one legal action, brought against me. I am adamantly opposed, for a number of reasons, to the requirement in the proposed amendments to the custody rule that would subject investment advisers to a surprise audit by an accounting firm.

It appears that the proposed surprise audit is an ill-conceived political reaction to the public criticism of the SEC following the Madoff scandal. It also appears to be a not-so-veiled attempt to placate an over-zealous and grandstanding Congress.

The SEC already resolved one of the major problems with the custody rule, which was eliminating a loophole from registration for certain accounting firms with the PCAOB that Madoff's accountant used to avoid detection of its phony auditing practices. The ability to debit fees through a qualified custody in not the same as having custody.

The Ponzi schemes uncovered by the SEC had nothing to do with fees deducted by investment advisers. As far as I know, there have been no systemic problems in this area. Annual surprise audits are therefore unnecessary, costly and burdensome, particularly for small, independent investment advisers like myself.

The new surprise audit requirement will add additional costs to my business that would ultimately have to be passed on to my clients. For the past three years, I have spent more than $15,000 on outside professionals to ensure that I am compliant with all rules and regulations. To ask me to spend an additional $5,000 - $10,000 per year would be a huge burden for a small firm like mine and would take valuable time away from providing top-notch service to my clients.

In order to enhance consumer protection, I would support Congress appropriating additional resources to the SEC to hire and train additional examination staff to increase the regular audit cycle of investment advisers.

I hope you will reconsider this very ill-conceived legislation. Thank you for your attention.

Best regards,

Greg Werlinich
President
Werlinich Asset Management, LLC