Subject: File No. S7-09-09
From: Walker Sandlin
Affiliation: Principal, Stonebridge Capital Management, NW, LLC

July 6, 2009

I believe this rule will put undue burden on our firm. We custody our assets at a large institutional firm who reviews our fees before they are taken out, thus we have a layer of oversight there.

We also send, before we deduct fees, an invoice clearly stating the fees we will be charging to the client for their review. We are bound by contract with our clients to charge them a mutually agreed upon fee. I believe the client has the ultimate oversight. If they do not agree to the fee we charge, they can discontinue the services immediately. They can also file a complaint. As most firms would attest, our clients are very cognitive of the fees we charge them.

Correct me if I am wrong, but the SEC/State regulators can come in with a surprise audit and review our fees anyway. Why force us into paying for an audit that is already allowed.