Subject: S7-09-09

July 28, 2009

Cooke Wealth Management is an SEC registered investment adviser and the owner, John Cooke CFP, is a member of the FPA.

We are strongly opposed to the requirement in the proposed amendments to the custody rule that would subject investment advisers to a surprise audit by an accounting firm when custody occurs striclty from the fact the adviser deducts mangement fees.

The recent Ponzi schemes uncovered by the SEC had nothing to do with fees deducted by investment advisers. As far as we are aware, there have been no systemic problems in this area and the proposed audits are unnecessary, costly and burdensome, particularly for small, independent investment advisers.

The new surprise audit requirement will add additional costs, both in terms of time and disruption to our operations as well as financial, to my business that will ultimately be passed on to my clients.

John T. Cooke

cc: John Campbell, Barbara Boxer, Diane Feinstein