Subject: File No. S7-09-09
From: Warren Udd

May 22, 2009

If the only reason that you are considered "" to have custody is management fee deduction and you are using an unaffiliated qualified custodian and the statements provided by the custodian reflect the deduction of the management fee that Advisor should be exempt from the audit requirement.

This would just be additional expense to the small advisors with no benefit.