Subject: S7-09-09

July 1, 2009

I'm as much a Patriot as any American but this policy of CPA surprise audits is "Guilty until proven Innocent". Furthermore, if the SEC is then going to expect the Adviser to pay for the CPA audit rather than the SEC this will not rest easy within the industry. There will be class action lawsuits and negative press and the truth is we do need the SEC to be vigilant but we do not want to make it difficult for the honest advisers to make a living, particularly the smaller advisers. In addition, we want the SEC to be able to do its job with the full cooperation of the industry and not seen as the enemy. Please reconsider this regulation in more equitable terms for the smaller advisers, which are numerous.

Thank you,

Clifford Michaels