On May 20, 2009, the Securities and Exchange Commission (SEC) published its proposed amendments to Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended (the Advisers Act), relating to “Custody of Funds or Securities of Clients by Investment Advisers.”  The suggested amendments: substantially increase protections for investors who allow investment advisers to retain custody over their assets; promote independent custody; enable independent public accountants to act as third-party monitors; and provide the SEC with better information about the custodial practices of registered investment advisers.  The rules would impose surprise accounting examinations on investment advisers who have custody of client assets, and additional reporting requirements by independent accountants.  We describe the proposed amendments in detail.