Subject: File No. S7-09-09
From: Richard H. Wagener
Affiliation: Managing Partner, Wagener-Lee, LLC

June 30, 2009

I am in favor of the auditing process but only if the limits of assets exceeds a larger amount than the $50 million current limit.

The smaller firms will not be able to afford these audits without substantially increasing feess.

I suggest the asset base for audits be increased to $250 million, which will take into account the larger firms.

Richard H. Wagener
Managing Partner
Wagener-Lee, LLC
Registered Investment Advisor
5950 Symphony Woods Road, Suite 412
Columbia, Maryland 21044