Subject: File Number S7-09-09

July 27, 2009

Most IA(s) use 3rd party custodians for their clients' assets. I think it would be a hardship and overkill to require IA(s) to go through a surprise audit for debiting management fees. Our clients receive Advices for their management fees and they also receive monthly/quarterly custodial statements.

This rule should not be approved.


Patricia Melnick
Administrative Director
Seaward Management