Subject: File # S7-09-09

July 1, 2009

To Whom It May Concern: Your proposal to require a "surprise" audit of client accounts by an independent accountant is a rediculous overreaching. In the post-Madoff era various regulators, having completely failed to catch one of the largest scams in history, are rushing to over-regulate everyone. Small investment firms like myself will be driven out of the business by the costs of your guilt. If you'd focus on the laws already on the books, and put people in place who understand financial markets and are not interested in leaving government work and finding employment with the firms they've been "regulating," you could solve many of the financial problems we face. Putting expensive new regulations in place will only benefit the largest investment organizations. The independent financial adviser -- who is generally the most responsible, client-focused part of the financial services marketplace -- will be the loser.
-- Mark Waldman, Ph.D., CFP(R)