Subject: File Number S7-09-09

July 14, 2009

To Whom It May Concern:

I wish to express my concerns over the “surprise audit” being proposed. I am not exactly sure what the surprise audit is supposed to accomplish. If you are concerned about our fees being taken from our clients accounts, believe me, our clients are watching what we take out.

As CPA’s, we are already bound by certain ethical standards. Our clients know exactly what we are going to take out of their account before it is taken out. We give them an invoice along with their quarterly analysis of their investments, which shows the calculation of our fee to be taken from their account.

As I see it, all a surprise audit is going to do is cost us anywhere from $8,000 to $25,000. And since we as CPA’s follow the rules and laws, the surprise audit will not produce anything you do not already know. And our fess to our clients will have to go up to cover those additional “surprise audit” expenses.

I respectfully request, the “Surprise Audit” be eliminated.

Thank you, and have a great day.

Gary L. Breneman, CPA/PFS