Subject: Release No. IA-2876; File No. S7-09-09

July 10, 2009

Dear SEC Staff,

Wingate Financial Corporation, an RIA registered with the SEC, manages over $400 million using third party custodians. I have worked as owner and client counselor for over fifteen years at Wingate and have worked in the industry over 30 years.

Requirements of surprise audits or considering our organization as having custody of clients funds if the client allows us to debit their account for investment management fees is totally unnecessary in my opinion. Our clients receive quarterly reports from Wingate and monthly reports from the third party custodians. Both reports show any fees that have been charged to a client's account. We also provide our clients and their accountants with year end fee statement detail and a detailed capital gain/loss report for use in preparing their personal tax returns.

Therefore, I respectively would vote "NO" on the surprise audits and your very narrow proposed definition of having custody of a client assets based upon the fact we can debit our management fees to their account.

In our case, those two proposals merely would create inefficiencies in our delivery of services to our clients and increased our costs of doing business which would have to be passed along to our customers.

Best regards,

Richard S. Hayes, CFP, CFA
Wingate Financial Group, Inc.