Subject: File No. S7-09-09
From: Mark J. Deschaine

July 1, 2009

We are a small independent state registered investment advisor. Requiring a firm of our size to incurr the annual cost of independent audit would be a sizable financial burden on a firm like ours.

We are trying to grow the firm and hire additional staff, any added annual cost such as is being proposed regarding an annual audit would only impare our ability to grow at the expense of service to our clients and the ability to hire prospective employees.

Such a requirement may not be significant to the billion money managers and advisors, but it could mean the difference between success and failure to a firm of our limited resouces.