Subject: File No. S7-09-09
From: Richard J. Erickson

July 15, 2009

The entire proposal seems to boil down to this: approximately 9500 advisors, overseeing 8.5 million client accounts, will collectively spend 170 million dollars ($20 per client, inevitably to be passed on to the client) based on the belief that "another set of eyes" "may" uncover improprieties. In fact, the only real reference to client benefits states, "The potential benefits to investors, however, are difficult to quantify."

The new proposal may create the appearance of increased client asset safety but as the proposal itself essentially states, there is no assured benefit to the client, which, it would seem, should be the whole point of this. Furthermore, even accepting that a potential benefit, even if it isn't readily quantifiable, may warrant surprise audits, the assumption that registered independent public accountants are inherently more trustworthy than the advisors and custodians they are to audit stretches credibility.

Until and unless client benefits can be more definitively quantified, I think it's premature to institute the surprise audit rule.