Subject: 'File Number S7-09-09'

July 1, 2009


Regarding 'File Number S7-09-09'

Please do not impose an annual surprise audit for small advisors such as myself. I do not take custody of my clients funds but I am able to take fees from my clients accounts through Ameritrade. Ameritrade has been very thorough in making sure I have both the written authorization and that my fees are reasonable.

I have been in the investment business for more than twenty years. I manage less than $10 million dollars. I have endured a surprise audit from my State of Arizona that came about simply because I contacted them with some questions related to collecting fees properly. Their response was to audit me. Thanks a lot! Crooks don't seek help from regulators! Anyway, I passed the audit with flying colors but it shot an entire day and interrupted important appointments and activities scheduled. his proposed change will adversely effect my time and cost me more of what little money I'm making at this business. If your intent is to raise the cost to the public for financial help and/or push small advisors out of the business than proceed but if your intent is to protect the public I don't see the need. There are already plenty of laws and procedures on the books. If a client complains and an audit seems necessary than have at it. Just because the SEC dropped the ball in the Bernie Madoff case does not mean we need to punish the entire industry and especially the small one man shop advisers, like myself, who are trying to keep things simple and cost effective.

Thank you.

Baron Benham