Subject: Response to proposed custody rule (IA-2876) s7-09-09

July 7, 2009

Dear SEC Administrator:

I am concerned about the proposed custody rule IA-2876. I agree with so many of the responses of my peers, that I will not repeat their comments at this time. However, I would like to add that in the state of Mississippi, the Secretary of State's office performs routine and regular audits of all of the business functions of all registered investment advisors. Why do we need additional audits? It seems that the RIAs are already being reviewed by an independent body.

Proposal IA-2876 will crush the small RIA. The small RIA offices really serve a need in small communities. Our clients trust us and we really know their needs.

Mary Helen Varner

President, Varner CPA, PA