Subject: File Number S7-09-09

July 22, 2009

Dear SEC,

As the Chief Compliance Officer of a fee-only investment advisory firm I am concerned about the impact of the proposed ruling regarding custody of client assets and the requirement to have an annual surprise audit for advisors based solely on the fee-deduction issue.

I do not believe that subjecting the firm to the added expense, is actually in the best interests of our clients. It will result in higher fees to clients and it will take valuable staff time to attend to the audit itself. As a Compliance Officer, if I felt that for a fee-only practice, the additional costs truly provided a needed additional layer of safety, I would support it. I do not believe that to be the case.

Instead, I would suggest providing rules that, if followed, would exempt fee-only advisors from the burden of the surprise audit. Most of these rules are simply an extension of the current rules, which most fee-only advisors already have in place. That is:

  1. Client assets must be held by a third party, qualified custodian.
  2. Clients must receive statements, either monthly or quarterly, directly from that custodian.
  3. Fees can only be deducted from client accounts by the advisor if (1) they are deducted on a regular, predetermined schedule (most likely on a monthly or quarterly basis) and (2) the client has received notice of the deduction at least 2 weeks prior to the actual debiting of the account.

With these safeguards in place, the client will be protected from an unscrupulous advisor without the additional need to hire an auditor and take staff time away from the business of helping clients.

Becky Connery
Chief Compliance Officer
D3 Financial Counselors LLC