Subject: File No. S7-09-09
From: William C Cuthbertson, MBA, EA, CFP(r)

July 1, 2009

- This proposal should not apply to firms that custody client assets with independent, qualified custodians, regardless of whether or not they deduct their fees from these accounts. When independent custodians are utilized, such fee deductions are fully disclosed, and documented, on client statements, and are only taken with informed client knowledge, and consent. Accordingly, requiring firms in these situations to be subject to, and pay for surprise audits, is both unnecessary and burdensome. It is unnecessary because it will do nothing to provide further client protection in these circumstances, and it is burdensome both because of the cost itself, and because no new protection will be achieved as a result of rules implementation.