Subject: File No. S7-09-09
From: Robert Keenan
Affiliation: CEO, St Bernard Financial Services, Inc.

July 1, 2009

We are in favor of this new rule only if a modification is made.

Having actual custody of client's assets is quite different from having the client's assets kept at a third party custodian (in our case TD Ameritrade) and only deducting our management fees from the client's account each quarter. We understand that under the rule there is no difference but in reality there is a big difference.

If we were to have to hire an accountant to got to Omaha and inspect our client's accounts on an annual basis, we would have to close our doors. The cost would be prohibitive.

Unless an exception is made for firms using third party custodians and only deducting fees, we are strongly against this rule.