Subject: File #S7-09-09

July 6, 2009

Gentlemen and ladies,

I find the above pending legislation an inappropriate response to the variety of abuses uncovered in the advisory world recently.

I have been a small registered investment advisor for the past 12 years and currently have about $40,000,000 under management. My firm has the ability to deduct client advisory fees from the client account.

Having a surprise CPA audit of my firm's fee practices and treating my firm as though we have custody of client assets would be operationally disruptive and financially oppressive.

We routinely self-audit our fees and regularly discuss the fee deduction with our clients. The deduction is available for viewing on-line (in real time) as well as on monthly statements, being clearly identified as an "monthly management fee-Ceponis Financial Group" debit.

Much caution is merited in drafting new regulations that smother smaller firms with unintended negative consequences.

Thank you for your consideration in the matter and feel free to contact me for further testimony or comment.

Sincerely yours,

David J. Ceponis
Principal, Ceponis Financial Group