Subject: File No. S7-09-09
From: David W. Demming, CFP
Affiliation: Demming Financial Services Corp.

July 24, 2009

We have been an investment advisory firm registered with either the SEC or the states for over 30 years. We work under a fee basis, in which fees are debited from qualified custodians, who hold all funds on deposit. Clients have ten days to review their bills before fees are debited. We manage over $250 million directly with custodians, but indirectly we oversee over $1 billion of peoples funds. There is full disclosure and complete transparency to both our clients and the custodians.

We have gone through numerous audits on a regular basis from different agencies -- NASD, FINRA, the states, our broker/dealer, and now potentially the SEC. To require audited reports or spot inspections would place an unfair burden on a small business. Our 12 employees and 350 families that are dependent upon our services should not have to bear the brunt of these increased costs.

As a financial planner and investment advisor, we agree there is a need for independent oversight and consistent regulation. But we feel that if the regulations already in place had been enforced consistently and effectively, Madoff may not have succeeded in circumventing the regulations.

We believe the very organizations that had responsibility for over 25 years over people like Madoff failed in their due diligence, and because of their failure, smaller independent firms who dont serve the uber-elite and who do follow the rules will be punished. We who serve the middle class in helping fulfill the American dream should not have to pay the price for the ineptitude of others.