Subject: File Number S7-09-09

July 14, 2009

Dear Sirs:

I wish to register my opposition to the proposed rule change. Although I am a small company with less than 20 million dollars under management, and do not have custody of my client's account's I do have three clients who pay my fees from their account. If I understand the proposed change, I would be forced to hire a CPA compliant with the PCAOB to preform an annual suprise examination of my custody practices. The cost of this would have to be passed on the my clients

I strongly feel that Congress should provide additional resources to the SEC to hire and train SEC staff to provide a regular audit cycle of investment advisers.


James W Spence