confidentiality agreements, including the duration of such agreements
and provisions regarding waiver of breach of such agreements; and
    (5) Describe any other material factors regarding each such
contract, agreement, plan or arrangement.

    Instructions to Item 402(j).
    1. The registrant must provide quantitative disclosure under
these requirements, applying the assumptions that the triggering
event took place on the last business day of the registrant's last
completed fiscal year, and the price per share of the registrant's
securities is the closing market price as of that date. In the event
that uncertainties exist as to the provision of payments and
benefits or the amounts involved, the registrant is required to make
a reasonable estimate (or a reasonable estimated range of amounts)
applicable to the payment or benefit and disclose material
assumptions underlying such estimates or estimated ranges in its
disclosure. In such event, the disclosure would require forward-
looking information as appropriate.
    2. Perquisites and other personal benefits or property may be
excluded only if the aggregate amount of such compensation will be
less than $10,000. Individual perquisites and personal benefits
shall be identified and quantified as required by Instruction 4 to
paragraph (c)(2)(ix) of this Item. For purposes of quantifying
health care benefits, the registrant must use the assumptions used
for financial reporting purposes under generally accepted accounting
principles.
    3. To the extent that the form and amount of any payment or
benefit that would be provided in connection with any triggering
event is fully disclosed pursuant to paragraph (h) or (i) of this
Item, reference may be made to that disclosure. However, to the
extent that the form or amount of any such payment or benefit would
be enhanced or its vesting or other provisions accelerated in
connection with any triggering event, such enhancement or
acceleration must be disclosed pursuant to this paragraph.
    4. Where a triggering event has actually occurred for a named
executive officer and that individual was not serving as a named
executive officer of the registrant at the end of the last completed
fiscal year, the disclosure required by this paragraph for that
named executive officer shall apply only to that triggering event.
    5. The registrant need not provide information with respect to
contracts, agreements, plans or arrangements to the extent they do
not discriminate in scope, terms or operation, in favor of executive
officers of the registrant and that are available generally to all
salaried employees.

    (k) Compensation of directors. (1) Provide the information
specified in paragraph (k)(2) of this Item, concerning the compensation
of the directors for the registrant's last completed fiscal year, in
the following tabular format:

                                                                  Director Compensation
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Change in pension
                                                                                value and
             Fees earned or paid                                              Non-equity         nonqualified          All other
    Name         in cash ($)       Stock awards ($)    Option awards ($)    incentive plan         deferred        compensation ($)        Total ($)
                                                                           compensation ($)      compensation
                                                                                earnings
(a)          (b)                  (c)                 (d)                 (e)                 (f)                 (g)                 (h)
--------------------------------------------------------------------------------------------------------------------------------------------------------
A

--------------------------------------------------------------------------------------------------------------------------------------------------------
B

C

--------------------------------------------------------------------------------------------------------------------------------------------------------
D

--------------------------------------------------------------------------------------------------------------------------------------------------------
E

--------------------------------------------------------------------------------------------------------------------------------------------------------

    (2) The Table shall include:
    (i) The name of each director unless such director is also a named
executive officer under paragraph (a) of this Item and his or her
compensation for service as a director is fully reflected in the
Summary Compensation Table pursuant to paragraph (c) of this Item and
otherwise as required pursuant to paragraphs (d) through (j) of this
Item (column (a));
    (ii) The aggregate dollar amount of all fees earned or paid in cash
for services as a director, including annual retainer fees, committee
and/or chairmanship fees, and meeting fees (column (b));
    (iii) For awards of stock, the aggregate grant date fair value
computed in accordance with FAS 123R (column (c));
    (iv) For awards of stock options, with or without tandem SARs
(including awards that subsequently have been transferred), the
aggregate grant date fair value computed in accordance with FAS 123R
(column (d));

    Instruction to Item 402(k)(2)(iii) and (iv).
    For each director, disclose by footnote to the appropriate
column, the aggregate number of stock awards and the aggregate
number of option awards outstanding at fiscal year end.
    (v) The dollar value of all earnings for services performed
during the fiscal year pursuant to non-equity incentive plans as
defined in paragraph (a)(6)(iii) of this Item, and all earnings on
any outstanding awards (column (e));
    (vi) The sum of the amounts specified in paragraphs
(k)(2)(vi)(A) and (B) of this Item (column (f)) as follows:
    (A) The aggregate change in the actuarial present value of the
director's accumulated benefit under all defined benefit and
actuarial pension plans (including supplemental plans) from the
pension plan measurement date used for financial statement reporting
purposes with respect to the registrant's audited financial
statements for the prior completed fiscal year to the pension plan
measurement date used for financial statement reporting purposes
with respect to the registrant's audited financial statements for
the covered fiscal year; and
    (B) Above-market or preferential earnings on compensation that
is deferred on a basis that is not tax-qualified, including such
earnings on nonqualified defined contribution plans;
    (vii) All other compensation for the covered fiscal year that
the registrant could not properly report in any other column of the
Director Compensation Table (column (g)). Each compensation item
that is not properly reportable in columns (b)-(f), regardless of
the amount of the compensation item, must be included in column (g).
Such compensation must include, but is not limited to:
    (A) Perquisites and other personal benefits, or property, unless
the aggregate amount of such compensation is less than $10,000;
    (B) All ``gross-ups'' or other amounts reimbursed during the
fiscal year for the payment of taxes;
    (C) For any security of the registrant or its subsidiaries
purchased from the registrant or its subsidiaries (through deferral
of salary or bonus, or otherwise) at a discount from the market
price of such security at the date of purchase, unless that discount
is available generally, either to all security holders or to all
salaried employees of the registrant, the compensation cost, if any,
computed in accordance with FAS 123R;
    (D) The amount paid or accrued to any director pursuant to a
plan or arrangement in connection with:
    (1) The resignation, retirement or any other termination of such
director; or
    (2) A change in control of the registrant;
    (E) Registrant contributions or other allocations to vested and
unvested defined contribution plans;
    (F) Consulting fees earned from, or paid or payable by the
registrant and/or its subsidiaries (including joint ventures);
    (G) The annual costs of payments and promises of payments
pursuant to director legacy programs and similar charitable award
programs;
    (H) The dollar value of any insurance premiums paid by, or on
behalf of, the registrant during the covered fiscal year with
respect to life insurance for the benefit of a director; and
    (I) The dollar value of any dividends or other earnings paid on
stock or option awards, when those amounts were not factored into
the grant date fair value required to be reported for the stock or
option award in column (c) or (d); and

    Instructions to Item 402(k)(2)(vii).
    1. Programs in which registrants agree to make donations to one
or more charitable institutions in a director's name, payable by the
registrant currently or upon a designated event, such as the
retirement or death of the director, are charitable awards programs
or director legacy programs for purposes of the disclosure required
by paragraph (k)(2)(vii)(G) of this Item. Provide footnote
disclosure of the total dollar amount payable under the program and
other material terms of each such program for which tabular
disclosure is provided.
    2. Any item reported for a director pursuant to paragraph
(k)(2)(vii) of this Item that is not a perquisite or personal
benefit and whose value exceeds $10,000 must be identified and
quantified in a footnote to column (g). All items of compensation
are required to be included in the Director Compensation Table
without regard to whether such items are required to be identified
other than as specifically noted in this Item.
    3. Perquisites and personal benefits may be excluded as long as
the total value of all perquisites and personal benefits for a
director is less than $10,000. If the total value of all perquisites
and personal benefits is $10,000 or more for any director, then each
perquisite or personal benefit, regardless of its amount, must be
identified by type. If perquisites and personal benefits are
required to be reported for a director pursuant to this rule, then
each perquisite or personal benefit that exceeds the greater of
$25,000 or 10% of the total amount of perquisites and personal
benefits for that director must be quantified and disclosed in a
footnote. Perquisites and other personal benefits shall be valued on
the basis of the aggregate incremental cost to the registrant. With
respect to the perquisite or other personal benefit for which
footnote quantification is required, the registrant shall describe
in the footnote its methodology for computing the aggregate
incremental cost. Reimbursements of taxes owed with respect to
perquisites or other personal benefits must

be included in column (g) and are subject to separate quantification
and identification as tax reimbursements (paragraph (k)(2)(vii)(B)
of this Item) even if the associated perquisites or other personal
benefits are not required to be included because the total amount of
all perquisites or personal benefits for an individual director is
less than $10,000 or are required to be identified but are not
required to be separately quantified.

    (viii) The dollar value of total compensation for the covered
fiscal year (column (h)). With respect to each director, disclose the
sum of all amounts reported in columns (b) through (g).

    Instruction to Item 402(k)(2).
    Two or more directors may be grouped in a single row in the
Table if all elements of their compensation are identical. The names
of the directors for whom disclosure is presented on a group basis
should be clear from the Table.

    (3) Narrative to director compensation table. Provide a narrative
description of any material factors necessary to an understanding of
the director compensation disclosed in this Table. While material
factors will vary depending upon the facts, examples of such factors
may include, in given cases, among other things:
    (i) A description of standard compensation arrangements (such as
fees for retainer, committee service, service as chairman of the board
or a committee, and meeting attendance); and
    (ii) Whether any director has a different compensation arrangement,
identifying that director and describing the terms of that arrangement.

    Instruction to Item 402(k).
    In addition to the Instructions to paragraph (k)(2)(vii) of this
Item, the following apply equally to paragraph (k) of this Item:
Instructions 2 and 4 to paragraph (c) of this Item; Instructions to
paragraphs (c)(2)(iii) and (iv) of this Item; Instructions to
paragraphs (c)(2)(v) and (vi) of this Item; Instructions to
paragraph (c)(2)(vii) of this Item; and Instructions to paragraph
(c)(2)(viii) of this Item. These Instructions apply to the columns
in the Director Compensation Table that are analogous to the columns
in the Summary Compensation Table to which they refer and to
disclosures under paragraph (k) of this Item that correspond to
analogous disclosures provided for in paragraph (c) of this Item to
which they refer.

    Instruction to Item 402. Specify the applicable fiscal year in
the title to each table required under this Item which calls for
disclosure as of or for a completed fiscal year.

0
14. Amend Sec.  229.403 by revising paragraph (b) to read as follows:

Sec.  229.403  (Item 403) Security ownership of certain beneficial
owners and management.

* * * * *
    (b) Security ownership of management. Furnish the following
information, as of the most recent practicable date, in substantially
the tabular form indicated, as to each class of equity securities of
the registrant or any of its parents or subsidiaries, including
directors' qualifying shares, beneficially owned by all directors and
nominees, naming them, each of the named executive officers as defined
in Item 402(a)(3) (Sec.  229.402(a)(3)), and directors and executive
officers of the registrant as a group, without naming them. Show in
column (3) the total number of shares beneficially owned and in column
(4) the percent of the class so owned. Of the number of shares shown in
column (3), indicate, by footnote or otherwise, the amount of shares
that are pledged as security and the amount of shares with respect to
which such persons have the right to acquire beneficial ownership as
specified in Sec.  240.13d-3(d)(1) of this chapter.

----------------------------------------------------------------------------------------------------------------
                                       (2)  Name of beneficial   (3) Amount and nature
         (1)  Title of class                    owner           of beneficial ownership   (4)  Percent of class
----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------

* * * * *

0
15. Revise Sec.  229.404 to read as follows:

Sec.  229.404  (Item 404) Transactions with related persons, promoters
and certain control persons.

    (a) Transactions with related persons. Describe any transaction,
since the beginning of the registrant's last fiscal year, or any
currently proposed transaction, in which the registrant was or is to be
a participant and the amount involved exceeds $120,000, and in which
any related person had or will have a direct or indirect material
interest. Disclose the following information regarding the tranaction:
    (1) The name of the related person and the basis on which the
person is a related person.
    (2) The related person's interest in the transaction with the
registrant, including the related person's position(s) or
relationship(s) with, or ownership in, a firm, corporation, or other
entity that is a party to, or has an interest in, the transaction.
    (3) The approximate dollar value of the amount involved in the
transaction.
    (4) The approximate dollar value of the amount of the related
person's interest in the transaction, which shall be computed without
regard to the amount of profit or loss.
    (5) In the case of indebtedness, disclosure of the amount involved
in the transaction shall include the largest aggregate amount of
principal outstanding during the period for which disclosure is
provided, the amount thereof outstanding as of the latest practicable
date, the amount of principal paid during the periods for which
disclosure is provided, the amount of interest paid during the period
for which disclosure is provided, and the rate or amount of interest
payable on the indebtedness.
    (6) Any other information regarding the transaction or the related
person in the context of the transaction that is material to investors
in light of the circumstances of the particular transaction.

    Instructions to Item 404(a).
    1. For the purposes of paragraph (a) of this Item, the term
related person means:
    a. Any person who was in any of the following categories at any
time during the specified period for which disclosure under
paragraph (a) of this Item is required:
    i. Any director or executive officer of the registrant;
    ii. Any nominee for director, when the information called for by
paragraph (a) of this Item is being presented in a proxy or
information statement relating to the election of that nominee for
director; or
    iii. Any immediate family member of a director or executive
officer of the registrant, or of any nominee for director when the
information called for by paragraph (a) of this Item is being
presented in a proxy or information statement relating to the
election of that nominee for director, which means any child,
stepchild, parent, stepparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law of such director, executive officer or nominee for
director, and any person (other than a tenant or employee) sharing
the household of such director, executive officer or nominee for
director; and
    b. Any person who was in any of the following categories when a
transaction in which such person had a direct or indirect material
interest occurred or existed:
    i. A security holder covered by Item 403(a) (Sec.  229.403(a));
or
    ii. Any immediate family member of any such security holder,
which means any child, stepchild, parent, stepparent, spouse,
sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law of such security holder, and any
person (other than a tenant or employee) sharing the household of
such security holder.
    2. For purposes of paragraph (a) of this Item, a transaction
includes, but is not limited to, any financial transaction,
arrangement or relationship (including any indebtedness or guarantee
of indebtedness) or any series of similar transactions, arrangements
or relationships.
    3. The amount involved in the transaction shall be computed by
determining the dollar value of the amount involved in the
transaction in question, which shall include:

    a. In the case of any lease or other transaction providing for
periodic payments or installments, the aggregate amount of all
periodic payments or installments due on or after the beginning of
the registrant's last fiscal year, including any required or
optional payments due during or at the conclusion of the lease or
other transaction providing for periodic payments or installments;
and
    b. In the case of indebtedness, the largest aggregate amount of
all indebtedness outstanding at any time since the beginning of the
registrant's last fiscal year and all amounts of interest payable on
it during the last fiscal year.
    4. In the case of a transaction involving indebtedness:
    a. The following items of indebtedness may be excluded from the
calculation of the amount of indebtedness and need not be disclosed:
Amounts due from the related person for purchases of goods and
services subject to usual trade terms, for ordinary business travel
and expense payments and for other transactions in the ordinary
course of business;
    b. Disclosure need not be provided of any indebtedness
transaction for the related persons specified in Instruction 1.b. to
paragraph (a) of this Item; and
    c. If the lender is a bank, savings and loan association, or
broker-dealer extending credit under Federal Reserve Regulation T
(12 CFR part 220) and the loans are not disclosed as nonaccrual,
past due, restructured or potential problems (see Item III.C.1. and
2. of Industry Guide 3, Statistical Disclosure by Bank Holding
Companies (17 CFR 229.802(c))), disclosure under paragraph (a) of
this Item may consist of a statement, if such is the case, that the
loans to such persons:
    i. Were made in the ordinary course of business;
    ii. Were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for
comparable loans with persons not related to the lender; and
    iii. Did not involve more than the normal risk of collectibility
or present other unfavorable features.
    5.a. Disclosure of an employment relationship or transaction
involving an executive officer and any related compensation solely
resulting from that employment relationship or transaction need not
be provided pursuant to paragraph (a) of this Item if:
    i. The compensation arising from the relationship or transaction
is reported pursuant to Item 402 (Sec.  229.402); or
    ii. The executive officer is not an immediate family member (as
specified in Instruction 1 to paragraph (a) of this Item) and such
compensation would have been reported under Item 402 (Sec.  229.402)
as compensation earned for services to the registrant if the
executive officer was a named executive officer as that term is
defined in Item 402(a)(3) (Sec.  229.402(a)(3)), and such
compensation had been approved, or recommended to the board of
directors of the registrant for approval, by the compensation
committee of the board of directors (or group of independent
directors performing a similar function) of the registrant.
    b. Disclosure of compensation to a director need not be provided
pursuant to paragraph (a) of this Item if the compensation is
reported pursuant to Item 402(k) (Sec.  229.402(k)).
    6. A person who has a position or relationship with a firm,
corporation, or other entity that engages in a transaction with the
registrant shall not be deemed to have an indirect material interest
within the meaning of paragraph (a) of this Item where:
    a. The interest arises only:
    i. From such person's position as a director of another
corporation or organization that is a party to the transaction; or
    ii. From the direct or indirect ownership by such person and all
other persons specified in Instruction 1 to paragraph (a) of this
Item, in the aggregate, of less than a ten percent equity interest
in another person (other than a partnership) which is a party to the
transaction; or
    iii. From both such position and ownership; or
    b. The interest arises only from such person's position as a
limited partner in a partnership in which the person and all other
persons specified in Instruction 1 to paragraph (a) of this Item,
have an interest of less than ten percent, and the person is not a
general partner of and does not hold another position in the
partnership.
    7. Disclosure need not be provided pursuant to paragraph (a) of
this Item if:
    a. The transaction is one where the rates or charges involved in
the transaction are determined by competitive bids, or the
transaction involves the rendering of services as a common or
contract carrier, or public utility, at rates or charges fixed in
conformity with law or governmental authority;
    b. The transaction involves services as a bank depositary of
funds, transfer agent, registrar, trustee under a trust indenture,
or similar services; or
    c. The interest of the related person arises solely from the
ownership of a class of equity securities of the registrant and all
holders of that class of equity securities of the registrant
received the same benefit on a pro rata basis.

    (b) Review, approval or ratification of transactions with related
persons. (1) Describe the registrant's policies and procedures for the
review, approval, or ratification of any transaction required to be
reported under paragraph (a) of this Item. While the material features
of such policies and procedures will vary depending on the particular
circumstances, examples of such features may include, in given cases,
among other things:
    (i) The types of transactions that are covered by such policies and
procedures;
    (ii) The standards to be applied pursuant to such policies and
procedures;
    (iii) The persons or groups of persons on the board of directors or
otherwise who are responsible for applying such policies and
procedures; and
    (iv) A statement of whether such policies and procedures are in
writing and, if not, how such policies and procedures are evidenced.
    (2) Identify any transaction required to be reported under
paragraph (a) of this Item since the beginning of the registrant's last
fiscal year where such policies and procedures did not require review,
approval or ratification or where such policies and procedures were not
followed.

    Instruction to Item 404(b).
    Disclosure need not be provided pursuant to this paragraph
regarding any transaction that occurred at a time before the related
person became one of the enumerated persons in Instruction 1.a.i.,
ii., or iii. to Item 404(a) if such transaction did not continue
after the related person became one of the enumerated persons in
Instruction 1.a.i., ii., or iii. to Item 404(a).

    (c) Promoters and certain control persons. (1) Registrants that are
filing a registration statement on Form S-1 or Form SB-2 under the
Securities Act (Sec.  239.11 or Sec.  239.10 of this chapter) or on
Form 10 or Form 10-SB under the Exchange Act (Sec.  249.210 or Sec.
249.210b of this chapter) and that had a promoter at any time during
the past five fiscal years shall:
    (i) State the names of the promoter(s), the nature and amount of
anything of value (including money, property, contracts, options or
rights of any kind) received or to be received by each promoter,
directly or indirectly, from the registrant and the nature and amount
of any assets, services or other consideration therefore received or to
be received by the registrant; and
    (ii) As to any assets acquired or to be acquired by the registrant
from a promoter, state the amount at which the assets were acquired or
are to be acquired and the principle followed or to be followed in
determining such amount, and identify the persons making the
determination and their relationship, if any, with the registrant or
any promoter. If the assets were acquired by the promoter within two
years prior to their transfer to the registrant, also state the cost
thereof to the promoter.
    (2) Registrants shall provide the disclosure required by paragraphs
(c)(1)(i) and (c)(1)(ii) of this Item as to any person who acquired
control of a registrant that is a shell company, or any person that is
part of a group, consisting of two or more persons that agree to act
together for the purpose of acquiring, holding, voting or disposing of
equity securities of a registrant, that acquired control of a
registrant that is a shell

company. For purposes of this Item, shell company has the same meaning
as in Rule 405 under the Securities Act (17 CFR 230.405) and Rule 12b-2
under the Exchange Act (17 CFR 240.12b-2).

    Instructions to Item 404.
    1. If the information called for by this Item is being presented
in a registration statement filed pursuant to the Securities Act or
the Exchange Act, information shall be given for the periods
specified in the Item and, in addition, for the two fiscal years
preceding the registrant's last fiscal year, unless the information
is being incorporated by reference into a registration statement on
Form S-4 (17 CFR 239.25), in which case, information shall be given
for the periods specified in the Item.
    2. A foreign private issuer will be deemed to comply with this
Item if it provides the information required by Item 7.B. of Form
20-F (17 CFR 249.220f) with more detailed information provided if
otherwise made publicly available or required to be disclosed by the
issuer's home jurisdiction or a market in which its securities are
listed or traded.

0
16. Add Sec.  229.407 to read as follows:

Sec.  229.407  (Item 407) Corporate governance.

    (a) Director independence. Identify each director and, when the
disclosure called for by this paragraph is being presented in a proxy
or information statement relating to the election of directors, each
nominee for director, that is independent under the independence
standards applicable to the registrant under paragraph (a)(1) of this
Item. In addition, if such independence standards contain independence
requirements for committees of the board of directors, identify each
director that is a member of the compensation, nominating or audit
committee that is not independent under such committee independence
standards. If the registrant does not have a separately designated
audit, nominating or compensation committee or committee performing
similar functions, the registrant must provide the disclosure of
directors that are not independent with respect to all members of the
board of directors applying such committee independence standards.
    (1) In determining whether or not the director or nominee for
director is independent for the purposes of paragraph (a) of this Item,
the registrant shall use the applicable definition of independence, as
follows:
    (i) If the registrant is a listed issuer whose securities are
listed on a national securities exchange or in an inter-dealer
quotation system which has requirements that a majority of the board of
directors be independent, the registrant's definition of independence
that it uses for determining if a majority of the board of directors is
independent in compliance with the listing standards applicable to the
registrant. When determining whether the members of a committee of the
board of directors are independent, the registrant's definition of
independence that it uses for determining if the members of that
specific committee are independent in compliance with the independence
standards applicable for the members of the specific committee in the
listing standards of the national securities exchange or inter-dealer
quotation system that the registrant uses for determining if a majority
of the board of directors are independent. If the registrant does not
have independence standards for a committee, the independence standards
for that specific committee in the listing standards of the national
securities exchange or inter-dealer quotation system that the
registrant uses for determining if a majority of the board of directors
are independent.
    (ii) If the registrant is not a listed issuer, a definition of
independence of a national securities exchange or of an inter-dealer
quotation system which has requirements that a majority of the board of
directors be independent, and state which definition is used. Whatever
such definition the registrant chooses, it must use the same definition
with respect to all directors and nominees for director. When
determining whether the members of a specific committee of the board of
directors are independent, if the national securities exchange or
national securities association whose standards are used has
independence standards for the members of a specific committee, use
those committee specific standards.
    (iii) If the information called for by paragraph (a) of this Item
is being presented in a registration statement on Form S-1 (Sec.
239.11 of this chapter) or Form SB-2 (Sec.  239.10 of this chapter)
under the Securities Act or on a Form 10 (Sec.  249.210 of this
chapter) or Form 10-SB (Sec.  249.210b of this chapter) under the
Exchange Act where the registrant has applied for listing with a
national securities exchange or in an inter-dealer quotation system
which has requirements that a majority of the board of directors be
independent, the definition of independence that the registrant uses
for determining if a majority of the board of directors is independent,
and the definition of independence that the registrant uses for
determining if members of the specific committee of the board of
directors are independent, that is in compliance with the independence
listing standards of the national securities exchange or inter-dealer
quotation system on which it has applied for listing, or if the
registrant has not adopted such definitions, the independence standards
for determining if the majority of the board of directors is
independent and if members of the committee of the board of directors
are independent of that national securities exchange or inter-dealer
quotation system.
    (2) If the registrant uses its own definitions for determining
whether its directors and nominees for director, and members of
specific committees of the board of directors, are independent,
disclose whether these definitions are available to security holders on
the registrant's Web site. If so, provide the registrant's Web site
address. If not, include a copy of these policies in an appendix to the
registrant's proxy statement or information statement that is provided
to security holders at least once every three fiscal years or if the
policies have been materially amended since the beginning of the
registrant's last fiscal year. If a current copy of the policies is not
available to security holders on the registrant's Web site, and is not
included as an appendix to the registrant's proxy statement or
information statement, identify the most recent fiscal year in which
the policies were so included in satisfaction of this requirement.
    (3) For each director and nominee for director that is identified
as independent, describe, by specific category or type, any
transactions, relationships or arrangements not disclosed pursuant to
Item 404(a) (Sec.  229.404(a)), or for investment companies, Item 22(b)
of Schedule 14A (Sec.  240.14a-101 of this chapter), that were
considered by the board of directors under the applicable independence
definitions in determining that the director is independent.

    Instructions to Item 407(a).
    1. If the registrant is a listed issuer whose securities are
listed on a national securities exchange or in an inter-dealer
quotation system which has requirements that a majority of the board
of directors be independent, and also has exemptions to those
requirements (for independence of a majority of the board of
directors or committee member independence) upon which the
registrant relied, disclose the exemption relied upon and explain
the basis for the registrant's conclusion that such exemption is
applicable. The same disclosure should be provided if the registrant
is not a listed issuer and the national securities exchange or
inter-dealer quotation system selected by the registrant has
exemptions that are applicable to the registrant. Any national

securities exchange or inter-dealer quotation system which has
requirements that at least 50 percent of the members of a small
business issuer's board of directors must be independent shall be
considered a national securities exchange or inter-dealer quotation
system which has requirements that a majority of the board of
directors be independent for the purposes of the disclosure required
by paragraph (a) of this Item.
    2. Registrants shall provide the disclosure required by
paragraph (a) of this Item for any person who served as a director
during any part of the last completed fiscal year, except that no
information called for by paragraph (a) of this Item need be given
in a registration statement filed at a time when the registrant is
not subject to the reporting requirements of section 13(a) or 15(d)
of the Exchange Act (15 U.S.C. 78m(a) or 78o(d)) respecting any
director who is no longer a director at the time of effectiveness of
the registration statement.
    3. The description of the specific categories or types of
transactions, relationships or arrangements required by paragraph
(a)(3) of this Item must be provided in such detail as is necessary
to fully describe the nature of the transactions, relationships or
arrangements.

    (b) Board meetings and committees; annual meeting attendance. (1)
State the total number of meetings of the board of directors (including
regularly scheduled and special meetings) which were held during the
last full fiscal year. Name each incumbent director who during the last
full fiscal year attended fewer than 75 percent of the aggregate of:
    (i) The total number of meetings of the board of directors (held
during the period for which he has been a director); and
    (ii) The total number of meetings held by all committees of the
board on which he served (during the periods that he served).
    (2) Describe the registrant's policy, if any, with regard to board
members' attendance at annual meetings of security holders and state
the number of board members who attended the prior year's annual
meeting.

    Instruction to Item 407(b)(2).
    In lieu of providing the information required by paragraph
(b)(2) of this Item in the proxy statement, the registrant may
instead provide the registrant's Web site address where such
information appears.

    (3) State whether or not the registrant has standing audit,
nominating and compensation committees of the board of directors, or
committees performing similar functions. If the registrant has such
committees, however designated, identify each committee member, state
the number of committee meetings held by each such committee during the
last fiscal year and describe briefly the functions performed by each
such committee. Such disclosure need not be provided to the extent it
is duplicative of disclosure provided in accordance with paragraph (c),
(d) or (e) of this Item.
    (c) Nominating committee. (1) If the registrant does not have a
standing nominating committee or committee performing similar
functions, state the basis for the view of the board of directors that
it is appropriate for the registrant not to have such a committee and
identify each director who participates in the consideration of
director nominees.
    (2) Provide the following information regarding the registrant's
director nomination process:
    (i) State whether or not the nominating committee has a charter. If
the nominating committee has a charter, provide the disclosure required
by Instruction 2 to this Item regarding the nominating committee
charter;
    (ii) If the nominating committee has a policy with regard to the
consideration of any director candidates recommended by security
holders, provide a description of the material elements of that policy,
which shall include, but need not be limited to, a statement as to
whether the committee will consider director candidates recommended by
security holders;
    (iii) If the nominating committee does not have a policy with
regard to the consideration of any director candidates recommended by
security holders, state that fact and state the basis for the view of
the board of directors that it is appropriate for the registrant not to
have such a policy;
    (iv) If the nominating committee will consider candidates
recommended by security holders, describe the procedures to be followed
by security holders in submitting such recommendations;
    (v) Describe any specific minimum qualifications that the
nominating committee believes must be met by a nominating committee-
recommended nominee for a position on the registrant's board of
directors, and describe any specific qualities or skills that the
nominating committee believes are necessary for one or more of the
registrant's directors to possess;
    (vi) Describe the nominating committee's process for identifying
and evaluating nominees for director, including nominees recommended by
security holders, and any differences in the manner in which the
nominating committee evaluates nominees for director based on whether
the nominee is recommended by a security holder;
    (vii) With regard to each nominee approved by the nominating
committee for inclusion on the registrant's proxy card (other than
nominees who are executive officers or who are directors standing for
re-election), state which one or more of the following categories of
persons or entities recommended that nominee: Security holder, non-
management director, chief executive officer, other executive officer,
third-party search firm, or other specified source. With regard to each
such nominee approved by a nominating committee of an investment
company, state which one or more of the following additional categories
of persons or entities recommended that nominee: Security holder,
director, chief executive officer, other executive officer, or employee
of the investment company's investment adviser, principal underwriter,
or any affiliated person of the investment adviser or principal
underwriter;
    (viii) If the registrant pays a fee to any third party or parties
to identify or evaluate or assist in identifying or evaluating
potential nominees, disclose the function performed by each such third
party; and
    (ix) If the registrant's nominating committee received, by a date
not later than the 120th calendar day before the date of the
registrant's proxy statement released to security holders in connection
with the previous year's annual meeting, a recommended nominee from a
security holder that beneficially owned more than 5% of the
registrant's voting common stock for at least one year as of the date
the recommendation was made, or from a group of security holders that
beneficially owned, in the aggregate, more than 5% of the registrant's
voting common stock, with each of the securities used to calculate that
ownership held for at least one year as of the date the recommendation
was made, identify the candidate and the security holder or security
holder group that recommended the candidate and disclose whether the
nominating committee chose to nominate the candidate, provided,
however, that no such identification or disclosure is required without
the written consent of both the security holder or security holder
group and the candidate to be so identified.

    Instructions to Item 407(c)(2)(ix).
    1. For purposes of paragraph (c)(2)(ix) of this Item, the
percentage of securities held by a nominating security holder may be
determined using information set forth in the registrant's most
recent quarterly or annual report, and any current report subsequent
thereto, filed with the Commission pursuant to the Exchange Act (or,
in the case of a registrant that is an investment company

registered under the Investment Company Act of 1940, the
registrant's most recent report on Form N-CSR (Sec. Sec.  249.331
and 274.128 of this chapter)), unless the party relying on such
report knows or has reason to believe that the information contained
therein is inaccurate.
    2. For purposes of the registrant's obligation to provide the
disclosure specified in paragraph (c)(2)(ix) of this Item, where the
date of the annual meeting has been changed by more than 30 days
from the date of the previous year's meeting, the obligation under
that Item will arise where the registrant receives the security
holder recommendation a reasonable time before the registrant begins
to print and mail its proxy materials.
    3. For purposes of paragraph (c)(2)(ix) of this Item, the
percentage of securities held by a recommending security holder, as
well as the holding period of those securities, may be determined by
the registrant if the security holder is the registered holder of
the securities. If the security holder is not the registered owner
of the securities, he or she can submit one of the following to the
registrant to evidence the required ownership percentage and holding
period:
    a. A written statement from the ``record'' holder of the
securities (usually a broker or bank) verifying that, at the time
the security holder made the recommendation, he or she had held the
required securities for at least one year; or
    b. If the security holder has filed a Schedule 13D (Sec.
240.13d-101 of this chapter), Schedule 13G (Sec.  240.13d-102 of
this chapter), Form 3 (Sec.  249.103 of this chapter), Form 4 (Sec.
249.104 of this chapter), and/or Form 5 (Sec.  249.105 of this
chapter), or amendments to those documents or updated forms,
reflecting ownership of the securities as of or before the date of
the recommendation, a copy of the schedule and/or form, and any
subsequent amendments reporting a change in ownership level, as well
as a written statement that the security holder continuously held
the securities for the one-year period as of the date of the
recommendation.
    4. For purposes of the registrant's obligation to provide the
disclosure specified in paragraph (c)(2)(ix) of this Item, the
security holder or group must have provided to the registrant, at
the time of the recommendation, the written consent of all parties
to be identified and, where the security holder or group members are
not registered holders, proof that the security holder or group
satisfied the required ownership percentage and holding period as of
the date of the recommendation.
    Instruction to Item 407(c)(2).
    For purposes of paragraph (c)(2) of this Item, the term
nominating committee refers not only to nominating committees and
committees performing similar functions, but also to groups of
directors fulfilling the role of a nominating committee, including
the entire board of directors.

    (3) Describe any material changes to the procedures by which
security holders may recommend nominees to the registrant's board of
directors, where those changes were implemented after the registrant
last provided disclosure in response to the requirements of paragraph
(c)(2)(iv) of this Item, or paragraph (c)(3) of this Item.

    Instructions to Item 407(c)(3).
    1. The disclosure required in paragraph (c)(3) of this Item need
only be provided in a registrant's quarterly or annual reports.
    2. For purposes of paragraph (c)(3) of this Item, adoption of
procedures by which security holders may recommend nominees to the
registrant's board of directors, where the registrant's most recent
disclosure in response to the requirements of paragraph (c)(2)(iv)
of this Item, or paragraph (c)(3) of this Item, indicated that the
registrant did not have in place such procedures, will constitute a
material change.

    (d) Audit committee. (1) State whether or not the audit committee
has a charter. If the audit committee has a charter, provide the
disclosure required by Instruction 2 to this Item regarding the audit
committee charter.
    (2) If a listed issuer's board of directors determines, in
accordance with the listing standards applicable to the issuer, to
appoint a director to the audit committee who is not independent (apart
from the requirements in Sec.  240.10A-3 of this chapter), including as
a result of exceptional or limited or similar circumstances, disclose
the nature of the relationship that makes that individual not
independent and the reasons for the board of directors' determination.
    (3)(i) The audit committee must state whether:
    (A) The audit committee has reviewed and discussed the audited
financial statements with management;
    (B) The audit committee has discussed with the independent auditors
the matters required to be discussed by the statement on Auditing
Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU
section 380),\1\ as adopted by the Public Company Accounting Oversight
Board in Rule 3200T;
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interim--standards/[fxsp0]auditing--standards/[fxsp0]index--
au.asp?series=300§ion=300.
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    (C) The audit committee has received the written disclosures and
the letter from the independent accountants required by Independence
Standards Board Standard No. 1 (Independence Standards Board Standard
No. 1, Independence Discussions with Audit Committees),\2\ as adopted
by the Public Company Accounting Oversight Board in Rule 3600T, and has
discussed with the independent accountant the independent accountant's
independence; and
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]Interim--Standards/[fxsp0]Independence--Standards/ISB1.pdf.

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    (D) Based on the review and discussions referred to in paragraphs
(d)(3)(i)(A) through (d)(3)(i)(C) of this Item, the audit committee
recommended to the board of directors that the audited financial
statements be included in the company's annual report on Form 10-K (17
CFR 249.310) (or, for closed-end investment companies registered under
the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.), the
annual report to shareholders required by section 30(e) of the
Investment Company Act of 1940 (15 U.S.C. 80a-29(e)) and Rule 30d-1 (17
CFR 270.30d-1) thereunder) for the last fiscal year for filing with the
Commission.
    (ii) The name of each member of the company's audit committee (or,
in the absence of an audit committee, the board committee performing
equivalent functions or the entire board of directors) must appear
below the disclosure required by paragraph (d)(3)(i) of this Item.
    (4)(i) If the registrant meets the following requirements, provide
the disclosure in paragraph (d)(4)(ii) of this Item:
    (A) The registrant is a listed issuer, as defined in Sec.  240.10A-
3 of this chapter;
    (B) The registrant is filing either an annual report on Form 10-K
or 10-KSB (17 CFR 249.310 or 17 CFR 249.310b), or a proxy statement or
information statement pursuant to the Exchange Act (15 U.S.C. 78a et
seq.) if action is to be taken with respect to the election of
directors; and
    (C) The registrant is neither:
    (1) A subsidiary of another listed issuer that is relying on the
exemption in Sec.  240.10A-3(c)(2) of this chapter; nor
    (2) Relying on any of the exemptions in Sec.  240.10A-3(c)(4)
through (c)(7) of this chapter.
    (ii)(A) State whether or not the registrant has a separately-
designated standing audit committee established in accordance with
section 3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)), or a
committee performing similar functions. If the registrant has such a
committee, however designated, identify each committee member. If the
entire board of directors is acting as the registrant's audit committee
as specified in section 3(a)(58)(B) of the Exchange Act (15 U.S.C.
78c(a)(58)(B)), so state.
    (B) If applicable, provide the disclosure required by Sec.
240.10A-3(d) of this chapter regarding an exemption from the listing
standards for audit committees.
    (5) Audit committee financial expert.

[[Continued on page 53257]]

]

[[pp. 53257-53266]] Executive Compensation and Related Person Disclosure

[[Continued from page 53256]]

    (i)(A) Disclose that the registrant's board of directors has
determined that the registrant either:
    (1) Has at least one audit committee financial expert serving on
its audit committee; or
    (2) Does not have an audit committee financial expert serving on
its audit committee.
    (B) If the registrant provides the disclosure required by paragraph
(d)(5)(i)(A)(1) of this Item, it must disclose the name of the audit
committee financial expert and whether that person is independent, as
independence for audit committee members is defined in the listing
standards applicable to the listed issuer.
    (C) If the registrant provides the disclosure required by paragraph
(d)(5)(i)(A)(2) of this Item, it must explain why it does not have an
audit committee financial expert.

    Instruction to Item 407(d)(5)(i).
    If the registrant's board of directors has determined that the
registrant has more than one audit committee financial expert
serving on its audit committee, the registrant may, but is not
required to, disclose the names of those additional persons. A
registrant choosing to identify such persons must indicate whether
they are independent pursuant to paragraph (d)(5)(i)(B) of this
Item.

    (ii) For purposes of this Item, an audit committee financial expert
means a person who has the following attributes:
    (A) An understanding of generally accepted accounting principles
and financial statements;
    (B) The ability to assess the general application of such
principles in connection with the accounting for estimates, accruals
and reserves;
    (C) Experience preparing, auditing, analyzing or evaluating
financial statements that present a breadth and level of complexity of
accounting issues that are generally comparable to the breadth and
complexity of issues that can reasonably be expected to be raised by
the registrant's financial statements, or experience actively
supervising one or more persons engaged in such activities;
    (D) An understanding of internal control over financial reporting;
and
    (E) An understanding of audit committee functions.
    (iii) A person shall have acquired such attributes through:
    (A) Education and experience as a principal financial officer,
principal accounting officer, controller, public accountant or auditor
or experience in one or more positions that involve the performance of
similar functions;
    (B) Experience actively supervising a principal financial officer,
principal accounting officer, controller, public accountant, auditor or
person performing similar functions;
    (C) Experience overseeing or assessing the performance of companies
or public accountants with respect to the preparation, auditing or
evaluation of financial statements; or
    (D) Other relevant experience.
    (iv) Safe harbor. (A) A person who is determined to be an audit
committee financial expert will not be deemed an expert for any
purpose, including without limitation for purposes of section 11 of the
Securities Act (15 U.S.C. 77k), as a result of being designated or
identified as an audit committee financial expert pursuant to this Item
407.
    (B) The designation or identification of a person as an audit
committee financial expert pursuant to this Item 407 does not impose on
such person any duties, obligations or liability that are greater than
the duties, obligations and liability imposed on such person as a
member of the audit committee and board of directors in the absence of
such designation or identification.
    (C) The designation or identification of a person as an audit
committee financial expert pursuant to this Item does not affect the
duties, obligations or liability of any other member of the audit
committee or board of directors.

    Instructions to Item 407(d)(5).
    1. The disclosure under paragraph (d)(5) of this Item is
required only in a registrant's annual report. The registrant need
not provide the disclosure required by paragraph (d)(5) of this Item
in a proxy or information statement unless that registrant is
electing to incorporate this information by reference from the proxy
or information statement into its annual report pursuant to General
Instruction G(3) to Form 10-K (17 CFR 249.310).
    2. If a person qualifies as an audit committee financial expert
by means of having held a position described in paragraph
(d)(5)(iii)(D) of this Item, the registrant shall provide a brief
listing of that person's relevant experience. Such disclosure may be
made by reference to disclosures required under Item 401(e) (Sec.
229.401(e)).
    3. In the case of a foreign private issuer with a two-tier board
of directors, for purposes of paragraph (d)(5) of this Item, the
term board of directors means the supervisory or non-management
board. In the case of a foreign private issuer meeting the
requirements of Sec.  240.10A-3(c)(3) of this chapter, for purposes
of paragraph (d)(5) of this Item, the term board of directors means
the issuer's board of auditors (or similar body) or statutory
auditors, as applicable. Also, in the case of a foreign private
issuer, the term generally accepted accounting principles in
paragraph (d)(5)(ii)(A) of this Item means the body of generally
accepted accounting principles used by that issuer in its primary
financial statements filed with the Commission.
    4. A registrant that is an Asset-Backed Issuer (as defined in
Sec.  229.1101) is not required to disclose the information required
by paragraph (d)(5) of this Item.
    Instructions to Item 407(d).
    1. The information required by paragraphs (d)(1)-(3) of this
Item shall not be deemed to be ``soliciting material,'' or to be
``filed'' with the Commission or subject to Regulation 14A or 14C
(17 CFR 240.14a-1 through 240.14b-2 or 240.14c-1 through 240.14c-
101), other than as provided in this Item, or to the liabilities of
section 18 of the Exchange Act (15 U.S.C. 78r), except to the extent
that the registrant specifically requests that the information be
treated as soliciting material or specifically incorporates it by
reference into a document filed under the Securities Act or the
Exchange Act. Such information will not be deemed to be incorporated
by reference into any filing under the Securities Act or the
Exchange Act, except to the extent that the registrant specifically
incorporates it by reference.
    2. The disclosure required by paragraphs (d)(1)-(3) of this Item
need only be provided one time during any fiscal year.
    3. The disclosure required by paragraph (d)(3) of this Item need
not be provided in any filings other than a registrant's proxy or
information statement relating to an annual meeting of security
holders at which directors are to be elected (or special meeting or
written consents in lieu of such meeting).

    (e) Compensation committee. (1) If the registrant does not have a
standing compensation committee or committee performing similar
functions, state the basis for the view of the board of directors that
it is appropriate for the registrant not to have such a committee and
identify each director who participates in the consideration of
executive officer and director compensation.
    (2) State whether or not the compensation committee has a charter.
If the compensation committee has a charter, provide the disclosure
required by Instruction 2 to this Item regarding the compensation
committee charter.
    (3) Provide a narrative description of the registrant's processes
and procedures for the consideration and determination of executive and
director compensation, including:
    (i)(A) The scope of authority of the compensation committee (or
persons performing the equivalent functions); and
    (B) The extent to which the compensation committee (or persons
performing the equivalent functions) may delegate any authority
described in paragraph (e)(3)(i)(A) of this Item to other persons,
specifying what authority may be so delegated and to whom;
    (ii) Any role of executive officers in determining or recommending
the amount or form of executive and director compensation; and

    (iii) Any role of compensation consultants in determining or
recommending the amount or form of executive and director compensation,
identifying such consultants, stating whether such consultants are
engaged directly by the compensation committee (or persons performing
the equivalent functions) or any other person, describing the nature
and scope of their assignment, and the material elements of the
instructions or directions given to the consultants with respect to the
performance of their duties under the engagement.
    (4) Under the caption ``Compensation Committee Interlocks and
Insider Participation'':
    (i) Identify each person who served as a member of the compensation
committee of the registrant's board of directors (or board committee
performing equivalent functions) during the last completed fiscal year,
indicating each committee member who:
    (A) Was, during the fiscal year, an officer or employee of the
registrant;
    (B) Was formerly an officer of the registrant; or
    (C) Had any relationship requiring disclosure by the registrant
under any paragraph of Item 404 (Sec.  229.404). In this event, the
disclosure required by Item 404 (Sec.  229.404) shall accompany such
identification.
    (ii) If the registrant has no compensation committee (or other
board committee performing equivalent functions), the registrant shall
identify each officer and employee of the registrant, and any former
officer of the registrant, who, during the last completed fiscal year,
participated in deliberations of the registrant's board of directors
concerning executive officer compensation.
    (iii) Describe any of the following relationships that existed
during the last completed fiscal year:
    (A) An executive officer of the registrant served as a member of
the compensation committee (or other board committee performing
equivalent functions or, in the absence of any such committee, the
entire board of directors) of another entity, one of whose executive
officers served on the compensation committee (or other board committee
performing equivalent functions or, in the absence of any such
committee, the entire board of directors) of the registrant;
    (B) An executive officer of the registrant served as a director of
another entity, one of whose executive officers served on the
compensation committee (or other board committee performing equivalent
functions or, in the absence of any such committee, the entire board of
directors) of the registrant; and
    (C) An executive officer of the registrant served as a member of
the compensation committee (or other board committee performing
equivalent functions or, in the absence of any such committee, the
entire board of directors) of another entity, one of whose executive
officers served as a director of the registrant.
    (iv) Disclosure required under paragraph (e)(4)(iii) of this Item
regarding a compensation committee member or other director of the
registrant who also served as an executive officer of another entity
shall be accompanied by the disclosure called for by Item 404 with
respect to that person.

    Instruction to Item 407(e)(4).
    For purposes of paragraph (e)(4) of this Item, the term entity
shall not include an entity exempt from tax under section 501(c)(3)
of the Internal Revenue Code (26 U.S.C. 501(c)(3)).

    (5) Under the caption ``Compensation Committee Report:''
    (i) The compensation committee (or other board committee performing
equivalent functions or, in the absence of any such committee, the
entire board of directors) must state whether:
    (A) The compensation committee has reviewed and discussed the
Compensation Discussion and Analysis required by Item 402(b) (Sec.
229.402(b)) with management; and
    (B) Based on the review and discussions referred to in paragraph
(e)(5)(i)(A) of this Item, the compensation committee recommended to
the board of directors that the Compensation Discussion and Analysis be
included in the registrant's annual report on Form 10-K (Sec.  249.310
of this chapter), proxy statement on Schedule 14A (Sec.  240.14a-101 of
this chapter) or information statement on Schedule 14C (Sec.  240.14c-
101 of this chapter).
    (ii) The name of each member of the registrant's compensation
committee (or other board committee performing equivalent functions or,
in the absence of any such committee, the entire board of directors)
must appear below the disclosure required by paragraph (e)(5)(i) of
this Item.

    Instructions to Item 407(e)(5).
    1. The information required by paragraph (e)(5) of this Item
shall not be deemed to be ``soliciting material,'' or to be
``filed'' with the Commission or subject to Regulation 14A or 14C
(17 CFR 240.14a-1 through 240.14b-2 or 240.14c-1 through 240.14c-
101), other than as provided in this Item, or to the liabilities of
section 18 of the Exchange Act (15 U.S.C. 78r), except to the extent
that the registrant specifically requests that the information be
treated as soliciting material or specifically incorporates it by
reference into a document filed under the Securities Act or the
Exchange Act.
    2. The disclosure required by paragraph (e)(5) of this Item need
not be provided in any filings other than an annual report on Form
10-K (Sec.  249.310 of this chapter), a proxy statement on Schedule
14A (Sec.  240.14a-101 of this chapter) or an information statement
on Schedule 14C (Sec.  240.14c-101 of this chapter). Such
information will not be deemed to be incorporated by reference into
any filing under the Securities Act or the Exchange Act, except to
the extent that the registrant specifically incorporates it by
reference. If the registrant elects to incorporate this information
by reference from the proxy or information statement into its annual
report on Form 10-K pursuant to General Instruction G(3) to Form 10-
K, the disclosure required by paragraph (e)(5) of this Item will be
deemed furnished in the annual report on Form 10-K and will not be
deemed incorporated by reference into any filing under the
Securities Act or the Exchange Act as a result as a result of
furnishing the disclosure in this manner.
    3. The disclosure required by paragraph (e)(5) of this Item need
only be provided one time during any fiscal year.

    (f) Shareholder communications. (1) State whether or not the
registrant's board of directors provides a process for security holders
to send communications to the board of directors and, if the registrant
does not have such a process for security holders to send
communications to the board of directors, state the basis for the view
of the board of directors that it is appropriate for the registrant not
to have such a process.
    (2) If the registrant has a process for security holders to send
communications to the board of directors:
    (i) Describe the manner in which security holders can send
communications to the board and, if applicable, to specified individual
directors; and
    (ii) If all security holder communications are not sent directly to
board members, describe the registrant's process for determining which
communications will be relayed to board members.

    Instructions to Item 407(f).
    1. In lieu of providing the information required by paragraph
(f)(2) of this Item in the proxy statement, the registrant may
instead provide the registrant's Web site address where such
information appears.
    2. For purposes of the disclosure required by paragraph
(f)(2)(ii) of this Item, a registrant's process for collecting and
organizing security holder communications, as well as similar or
related activities, need not be disclosed provided that the
registrant's process is approved by a majority of the independent
directors or, in the case of a

registrant that is an investment company, a majority of the
directors who are not ``interested persons'' of the investment
company as defined in section 2(a)(19) of the Investment Company Act
of 1940 (15 U.S.C. 80a-2(a)(19)).
    3. For purposes of this paragraph, communications from an
officer or director of the registrant will not be viewed as
``security holder communications.'' Communications from an employee
or agent of the registrant will be viewed as ``security holder
communications'' for purposes of this paragraph only if those
communications are made solely in such employee's or agent's
capacity as a security holder.
    4. For purposes of this paragraph, security holder proposals
submitted pursuant to Sec.  240.14a-8 of this chapter, and
communications made in connection with such proposals, will not be
viewed as ``security holder communications.''
    Instructions to Item 407.
    1. For purposes of this Item:
    a. Listed issuer means a listed issuer as defined in Sec.
240.10A-3 of this chapter;
    b. National securities exchange means a national securities
exchange registered pursuant to section 6(a) of the Exchange Act (15
U.S.C. 78f(a));
    c. Inter-dealer quotation system means an automated inter-dealer
quotation system of a national securities association registered
pursuant to section 15A(a) of the Exchange Act (15 U.S.C. 78o-3(a));
and
    d. National securities association means a national securities
association registered pursuant to section 15A(a) of the Exchange
Act (15 U.S.C. 78o-3(a)) that has been approved by the Commission
(as that definition may be modified or supplemented).
    2. With respect to paragraphs (c)(2)(i), (d)(1) and (e)(2) of
this Item, disclose whether a current copy of the applicable
committee charter is available to security holders on the
registrant's Web site, and if so, provide the registrant's Web site
address. If a current copy of the charter is not available to
security holders on the registrant's Web site, include a copy of the
charter in an appendix to the registrant's proxy or information
statement that is provided to security holders at least once every
three fiscal years, or if the charter has been materially amended
since the beginning of the registrant's last fiscal year. If a
current copy of the charter is not available to security holders on
the registrant's Web site, and is not included as an appendix to the
registrant's proxy or information statement, identify in which of
the prior fiscal years the charter was so included in satisfaction
of this requirement.

0
17. Amend Sec.  229.601 to revise paragraph (b)(10)(iii)(C)(5) to read
as follows:

Sec.  229.601  (Item 601) Exhibits.

* * * * *
    (b) * * *
    (10) * * *
    (iii) * * *
    (C) * * *
    (5) Any compensatory plan, contract or arrangement if the
registrant is a foreign private issuer that furnishes compensatory
information under Item 402(a)(1) (Sec.  229.402(a)(1)) and the public
filing of the plan, contract or arrangement, or portion thereof, is not
required in the registrant's home country and is not otherwise publicly
disclosed by the registrant.
* * * * *

0
18. Amend Sec.  229.1107 by revising paragraph (e) to read as follows:

Sec.  229.1107  (Item 1107) Issuing entities.

* * * * *
    (e) If the issuing entity has executive officers, a board of
directors or persons performing similar functions, provide the
information required by Items 401, 402, 403 404 and 407(a), (c)(3),
(d)(4), (d)(5) and (e)(4) of Regulation S-K (Sec. Sec.  229.401,
229.402, 229.403, 229.404 and 229.407(a), (c)(3), (d)(4), (d)(5) and
(e)(4)) for the issuing entity.
* * * * *

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS

0
19. The authority citation for part 232 continues to read in part as
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a),
78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 79t(a), 80a-8, 80a-
29, 80a-30, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350.
* * * * *

0
20. Amend Sec.  232.304 to revise paragraphs (d) and (e) to read as
follows:

Sec.  232.304  Graphic, image, audio and video material.

* * * * *
    (d) For electronically filed ASCII documents, the performance graph
that is to appear in registrant annual reports to security holders
required by Exchange Act Rule 14a-3 (Sec.  240.14a-3 of this chapter)
or Exchange Act Rule 14c-3 (Sec.  240.14c-3 of this chapter) to precede
or accompany proxy statements or information statements relating to
annual meetings of security holders at which directors are to be
elected (or special meetings or written consents in lieu of such
meetings), as required by Item 201(e) of Regulation S-K (Sec.
229.201(e) of this chapter), and the line graph that is to appear in
registrant annual reports to security holders, as required by paragraph
(b)(7)(ii) of Item 22 of Form N-1A (Sec.  274.11A of this chapter),
must be furnished to the Commission by presenting the data in tabular
or chart form within the electronic ASCII document, in compliance with
paragraph (a) of this section and the formatting requirements of the
EDGAR Filer Manual.
    (e) Notwithstanding the provisions of paragraphs (a) through (d) of
this section, electronically filed HTML documents must present the
following information in an HTML graphic or image file within the
electronic submission in compliance with the formatting requirements of
the EDGAR Filer Manual: The performance graph that is to appear in
registrant annual reports to security holders required by Exchange Act
Rule 14a-3 (Sec.  240.14a-3 of this chapter) or Exchange Act Rule 14c-3
(Sec.  240.14c-3 of this chapter) to precede or accompany registrant
proxy statements or information statements relating to annual meetings
of security holders at which directors are to be elected (or special
meetings or written consents in lieu of such meetings), as required by
Item 201(e) of Regulation S-K (Sec.  229.201(e) of this chapter); the
line graph that is to appear in registrant annual reports to security
holders, as required by paragraph (b)(7)(ii) of Item 22 of Form N-1A
(Sec.  274.11A of this chapter); and any other graphic material
required by rule or form to be filed with the Commission. Filers may,
but are not required to, submit any other graphic material in a HTML
document by presenting the data in an HTML graphic or image file within
the electronic filing, in compliance with the formatting requirements
of the EDGAR Filer Manual. However, filers may not present in a graphic
or image file information such as text or tables that users must be
able to search and/or download into spreadsheet form (e.g., financial
statements); filers must present such material as text in an ASCII
document or as text or an HTML table in an HTML document.
* * * * *

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

0
21. The authority citation for part 239 continues to read in part as
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3,
77sss, 78c, 78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll(d), 77mm,
79e, 79f, 79g, 79j, 79l, 79m, 79n, 79q, 79t, 80a-2(a), 80a-3, 80a-8,
80a-9, 80a-10, 80a-13, 80a-24, 80a-26, 80a-29, 80a-30, and 80a-37,
unless otherwise noted.

* * * * *

0
22. Amend Form SB-2 (referenced in Sec.  239.10) by revising Item 15 to
read as follows:

    Note: The text of Form SB-2 does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form SB-2

Registration Statement Under the Securities Act of 1933

* * * * *
    Item 15. Certain Relationships and Transactions and Corporate
Governance.
    Furnish the information required by Item 404 of Regulation S-B and
Item 407(a) of Regulation S-B.
* * * * *

0
23. Amend Form S-1 (referenced in Sec.  239.11) by revising Item 11,
paragraphs (l) and (n) to read as follows:

    Note: The text of Form S-1 does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form S-1

Registration Statement Under the Securities Act of 1933

* * * * *
    Item 11. Information with Respect to the Registrant.
* * * * *
    (l) Information required by Item 402 of Regulation S-K (Sec.
229.402 of this chapter), executive compensation, and information
required by paragraph (e)(4) of Item 407 of Regulation S-K (Sec.
229.407 of this chapter), corporate governance;
* * * * *
    (n) Information required by Item 404 of Regulation S-K (Sec.
229.404 of this chapter), transactions with related persons, promoters
and certain control persons, and Item 407(a) of Regulation S-K (Sec.
229.407(a) of this chapter), corporate governance.
* * * * *

0
24. Amend Form S-3 (referenced Sec.  239.13) by revising General
Instruction I.A.3.(b) and the introductory text of General Instruction
I.B.4.(c) to read as follows:

    Note: The text of Form S-3 does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form S-3

Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

    I. Eligibility Requirements for Use of Form S-3 * * *
    A. Registrant Requirements. * * *
    3. * * *
    (b) has filed in a timely manner all reports required to be filed
during the twelve calendar months and any portion of a month
immediately preceding the filing of the registration statement, other
than a report that is required solely pursuant to Item 1.01, 1.02,
2.03, 2.04, 2.05, 2.06, 4.02(a) or 5.02(e) of Form 8-K (Sec.  249.308
of this chapter). If the registrant has used (during the twelve
calendar months and any portion of a month immediately preceding the
filing of the registration statement) Rule 12b-25(b) (Sec.  240.12b-
25(b) of this chapter) under the Exchange Act with respect to a report
or a portion of a report, that report or portion thereof has actually
been filed within the time period prescribed by that rule.
* * * * *
    B. Transaction Requirements. * * *
    4. * * *
    (c) The issuer also must have provided, within the twelve calendar
months immediately before the Form S-3 registration statement is filed,
the information required by Items 401, 402, 403 and 407(c)(3), (d)(4),
(d)(5) and (e)(4) of Regulation S-K (Sec.  229.401--Sec.  229.403 and
Sec.  229.407(c)(3),(d)(4), (d)(5) and (e)(4) of this chapter) to:
* * * * *

0
25. Amend Form S-4 (referenced in Sec.  239.25) by revising Items
18(a)(7)(ii) and (iii) and 19(a)(7)(ii) and (iii) to read as follows:

    Note: The text of Form S-4 does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form S-4

Registration Statement Under the Securities Act of 1933

* * * * *
    Item 18. Information if Proxies, Consents or Authorizations are to
be Solicited.
    (a) * * *
    (7) * * *
    (ii) Item 402 of Regulation S-K (Sec.  229.402 of this chapter),
executive compensation, and paragraph (e)(4) of Item 407 of Regulation
S-K (Sec.  229.407(e)(4) of this chapter), corporate governance;
    (iii) Item 404 of Regulation S-K (Sec.  229.404 of this chapter),
transactions with related persons, promoters and certain control
persons, and Item 407(a) of Regulation S-K (Sec.  229.407(a) of this
chapter), corporate governance.
* * * * *
    Item 19. Information if Proxies, Consents or Authorizations are not
to be Solicited or in an Exchange Offer.
    (a) * * *
    (7) * * *
    (ii) Item 402 of Regulation S-K (Sec.  229.402 of this chapter),
executive compensation, and paragraph (e)(4) of Item 407 of Regulation
S-K (Sec.  229.407(e)(4) of this chapter), corporate governance;
    (iii) Item 404 of Regulation S-K (Sec.  229.404), transactions with
related persons, promoters and certain controls persons, and Item
407(a) of Regulation S-K (Sec.  229.407(a)), corporate governance.
* * * * *

0
26. Amend Form S-11 (referenced in Sec.  239.18) by revising Items 22
and 23 to read as follows:

    Note: The text of Form S-11 does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form S-11

For Registration Under the Securities Act of 1933 of Securities of
Certain Real Estate Companies

* * * * *
    Item 22. Executive Compensation.
    Furnish the information required by Item 402 of Regulation S-K
(Sec.  229.402 of this chapter), and the information required by
paragraph (e)(4) of Item 407 of Regulation S-K (Sec.  229.407(e)(4) of
this chapter).
    Item 23. Certain Relationships and Related Transactions and
Director Independence.
    Furnish the information required by Items 404 and 407(a) of
Regulation S-K (Sec. Sec.  229.404 and 229.407(a) of this chapter). If
a transaction involves the purchase or sale of assets by or to the
registrant, otherwise than in the ordinary course of business, state
the cost of the assets to the purchaser and, if acquired by the seller
within two years prior to the transaction, the cost thereof to the
seller. Furthermore, if the assets have been acquired by the seller
within five years prior to the transaction, disclose the aggregate
depreciation claimed by the seller for federal income tax purposes.
Indicate the principle followed in determining the registrant's
purchase or sale price and the name of the person making such
determination.
* * * * *

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934

0
27. The authority citation for part 240 continues to read in part as
follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i,
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5,
78w, 78x, 78ll, 78mm, 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-
3, 80b-4, 80b-11, and 7201 et seq.; and 18 U.S.C. 1350, unless
otherwise noted.

* * * * *

0
28. Amend Sec.  240.13a-11 by revising paragraph (c) to read as
follows:

Sec.  240.13a-11  Current reports on Form 8-K (Sec.  249.308 of this
chapter).

* * * * *
    (c) No failure to file a report on Form 8-K that is required solely
pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a), 5.02(e)
or 6.03 of Form 8-K shall be deemed to be a violation of 15 U.S.C.
78j(b) and Sec.  240.10b-5.

0
29. Add Sec.  240.13a-20 to read as follows:

Sec.  240.13a-20  Plain English presentation of specified information.

    (a) Any information included or incorporated by reference in a
report filed under section 13(a) of the Act (15 U.S.C. 78m(a)) that is
required to be disclosed pursuant to Item 402, 403, 404 or 407 of
Regulation S-B (Sec. Sec.  228.402, 228.403, 228.404 or 228.407 of this
chapter) or Item 402, 403, 404 or 407 of Regulation S-K (Sec. Sec.
229.402, 229.403, 229.404 or 229.407 of this chapter) must be presented
in a clear, concise and understandable manner. You must prepare the
disclosure using the following standards:
    (1) Present information in clear, concise sections, paragraphs and
sentences;
    (2) Use short sentences;
    (3) Use definite, concrete, everyday words;
    (4) Use the active voice;
    (5) Avoid multiple negatives;
    (6) Use descriptive headings and subheadings;
    (7) Use a tabular presentation or bullet lists for complex
material, wherever possible;
    (8) Avoid legal jargon and highly technical business and other
terminology;
    (9) Avoid frequent reliance on glossaries or defined terms as the
primary means of explaining information. Define terms in a glossary or
other section of the document only if the meaning is unclear from the
context. Use a glossary only if it facilitates understanding of the
disclosure; and
    (10) In designing the presentation of the information you may
include pictures, logos, charts, graphs and other design elements so
long as the design is not misleading and the required information is
clear. You are encouraged to use tables, schedules, charts and graphic
illustrations that present relevant data in an understandable manner,
so long as such presentations are consistent with applicable disclosure
requirements and consistent with other information in the document. You
must draw graphs and charts to scale. Any information you provide must
not be misleading.
    (b) [Reserved]

    Note to Sec.  240.13a-20.  In drafting the disclosure to comply
with this section, you should avoid the following:
    1. Legalistic or overly complex presentations that make the
substance of the disclosure difficult to understand;
    2. Vague ``boilerplate'' explanations that are imprecise and
readily subject to different interpretations;
    3. Complex information copied directly from legal documents
without any clear and concise explanation of the provision(s); and
    4. Disclosure repeated in different sections of the document
that increases the size of the document but does not enhance the
quality of the information.

0
30. Amend Sec.  240.14a-3 to revise paragraph (b)(9) to read as
follows:

Sec.  240.14a-3  Information to be furnished to security holders.

* * * * *
    (b) * * *
    (9) The report shall contain the market price of and dividends on
the registrant's common equity and related security holder matters
required by Items 201(a), (b) and (c) of Regulation S-K (Sec.
229.201(a), (b) and (c) of this chapter). If the report precedes or
accompanies a proxy statement or information statement relating to an
annual meeting of security holders at which directors are to be elected
(or special meeting or written consents in lieu of such meeting),
furnish the performance graph required by Item 201(e) (Sec.  229.201(e)
of this chapter).
* * * * *

0
31. Amend Sec.  240.14a-6 to revise paragraph (a)(4) to read as
follows:

Sec.  240.14a-6  Filing requirements.

    (a) * * *
    (4) The approval or ratification of a plan as defined in paragraph
(a)(6)(ii) of Item 402 of Regulation S-K (Sec.  229.402(a)(6)(ii) of
this chapter) or amendments to such a plan;
* * * * *

0
32. Amend Sec.  240.14a-101 by:
0
a. Removing paragraphs (f), (g), and (h) of Item 7 and paragraph
(b)(13)(iii) of Item 22;
0
b. Revising ``$60,000'' to read ``$120,000'' in the introductory text
of Items 22(b)(7), (b)(8), and (b)(9); Instruction 2 to Item 22(b)(7);
and Instruction 6 to Item 22(b)(9);
0
c. Revising Note C, Item 7(b), (c), (d), and (e), the introductory text
of Item 8, the undesignated paragraph following Item 8(d), Item
10(b)(1)(ii), the Instruction to Item 10(b)(1)(ii), Instruction 1 to
Item 10, the introductory text of Item 22(b), Item 22(b)(11), the
Instruction to paragraph (b)(11) of Item 22, and the introductory text
of Item 22(b)(13); and
0
d. Adding Items 22(b)(15), (b)(16), and (b)(17).
    The revisions and additions read as follows:

Sec.  240.14a-101  Schedule 14A. Information required in proxy
statement.

* * * * *

    Notes.
* * * * *
    C. Except as otherwise specifically provided, where any item
calls for information for a specified period with regard to
directors, executive officers, officers or other persons holding
specified positions or relationships, the information shall be given
with regard to any person who held any of the specified positions or
relationship at any time during the period. Information, other than
information required by Item 404 of Regulation S-B (Sec.  228.404 of
this chapter) or Item 404 of Regulation S-K (Sec.  229.404 of this
chapter), need not be included for any portion of the period during
which such person did not hold any such position or relationship,
provided a statement to that effect is made.

* * * * *
    Item 7. Directors and executive officers. * * *
    (b) The information required by Items 401, 404(a) and (b), 405 and
407(d)(4) and (d)(5) of Regulation S-K (Sec.  229.401, Sec.  229.404(a)
and (b), Sec.  229.405 and Sec.  229.407(d)(4) and (d)(5) of this
chapter).
    (c) The information required by Item 407(a) of Regulation S-K
(Sec.  229.407 of this chapter).
    (d) The information required by Item 407(b), (c)(1), (c)(2),
(d)(1), (d)(2), (d)(3), (e)(1), (e)(2), (e)(3) and (f) of Regulation S-
K (Sec.  229.407(b), (c)(1), (c)(2), (d)(1), (d)(2), (d)(3), (e)(1),
(e)(2), (e)(3) and (f) of this chapter).
    (e) In lieu of the information required by this Item 7, investment
companies registered under the Investment Company Act of 1940 (15
U.S.C. 80a) must furnish the information required by Item 22(b) of this
Schedule 14A.
    Item 8. Compensation of directors and executive officers.
    Furnish the information required by Item 402 of Regulation S-K
(Sec.  229.402 of this chapter) and paragraphs (e)(4) and (e)(5) of
Item 407 of Regulation S-K (Sec.  229.407(e)(4) and (e)(5) of this
chapter) if action is to be taken with regard to:
* * * * *
    (d) * * *
    However, if the solicitation is made on behalf of persons other
than the registrant, the information required need be furnished only as
to nominees of the persons making the solicitation and associates of
such nominees. In the case of investment companies registered

under the Investment Company Act of 1940 (15 U.S.C. 80a), furnish the
information required by Item 22(b)(13) of this Schedule 14A.
* * * * *
    Item 10. Compensation Plans. * * *
    (b)(1) Additional information regarding specified plans subject to
security holder action. * * *
    (ii) The estimated annual payment to be made with respect to
current services. In the case of a pension or retirement plan,
information called for by paragraph (a)(2) of this Item may be
furnished in the format specified by paragraph (h)(2) of Item 402 of
Regulation S-K (Sec.  229.402(h)(2) of this chapter).

    Instruction to paragraph (b)(1)(ii).
    In the case of investment companies registered under the
Investment Company Act of 1940 (15 U.S.C. 80a), refer to Instruction
4 in Item 22(b)(13)(i) of this Schedule in lieu of paragraph (h)(2)
of Item 402 of Regulation S-K (Sec.  229.402(h)(2) of this chapter).
* * * * *
    Instructions
    1. The term plan as used in this Item means any plan as defined
in paragraph (a)(6)(ii) of Item 402 of Regulation S-K (Sec.
229.402(a)(6)(ii) of this chapter).

* * * * *
    Item 22. Information required in investment company proxy
statement.
* * * * *
    (b) Election of Directors. If action is to be taken with respect to
the election of directors of a Fund, furnish the following information
in the proxy statement in addition to, in the case of business
development companies, the information (and in the format) required by
Item 7 and Item 8 of this Schedule 14A.
* * * * *
    (11) Provide in tabular form, to the extent practicable, the
information required by Items 401(f) and (g), 404(a), and 405 of
Regulation S-K (Sec. Sec.  229.401(f) and (g), 229.404(a), and 229.405
of this chapter).

    Instruction to paragraph (b)(11).
    Information provided under paragraph (b)(8) of this Item 22 is
deemed to satisfy the requirements of Item 404(a) of Regulation S-K
for information about directors, nominees for election as directors,
and Immediate Family Members of directors and nominees, and need not
be provided under this paragraph (b)(11).

* * * * *
    (13) In the case of a Fund that is an investment company registered
under the Investment Company Act of 1940 (15 U.S.C. 80a), for all
directors, and for each of the three highest-paid Officers that have
aggregate compensation from the Fund for the most recently completed
fiscal year in excess of $60,000 (``Compensated Persons''):
* * * * *
    (15)(i) Provide the information (and in the format) required by
Items 407(b)(1), (b)(2) and (f) of Regulation S-K (Sec.  229.407(b)(1),
(b)(2) and (f) of this chapter); and
    (ii) Provide the following regarding the requirements for the
director nomination process:
    (A) The information (and in the format) required by Items 407(c)(1)
and (c)(2) of Regulation S-K (Sec.  229.407(c)(1) and (c)(2) of this
chapter); and
    (B) If the Fund is a listed issuer (as defined in Sec.  240.10A-3
of this chapter) whose securities are listed on a national securities
exchange registered pursuant to section 6(a) of the Act (15 U.S.C.
78f(a)) or in an automated inter-dealer quotation system of a national
securities association registered pursuant to section 15A of the Act
(15 U.S.C. 78o-3(a)) that has independence requirements for nominating
committee members, identify each director that is a member of the
nominating committee that is not independent under the independence
standards described in this paragraph. In determining whether the
nominating committee members are independent, use the Fund's definition
of independence that it uses for determining if the members of the
nominating committee are independent in compliance with the
independence standards applicable for the members of the nominating
committee in the listing standards applicable to the Fund. If the Fund
does not have independence standards for the nominating committee, use
the independence standards for the nominating committee in the listing
standards applicable to the Fund.

    Instruction to paragraph (b)(15)(ii)(B).
    If the national securities exchange or inter-dealer quotation
system on which the Fund's securities are listed has exemptions to
the independence requirements for nominating committee members upon
which the Fund relied, disclose the exemption relied upon and
explain the basis for the Fund's conclusion that such exemption is
applicable.

    (16) In the case of a Fund that is a closed-end investment company:
    (i) Provide the information (and in the format) required by Item
407(d)(1), (d)(2) and (d)(3) of Regulation S-K (Sec. 229.407(d)(1),
(d)(2) and (d)(3) of this chapter); and
    (ii) Identify each director that is a member of the Fund's audit
committee that is not independent under the independence standards
described in this paragraph. If the Fund does not have a separately
designated audit committee, or committee performing similar functions,
the Fund must provide the disclosure with respect to all members of its
board of directors.
    (A) If the Fund is a listed issuer (as defined in Sec.  240.10A-3
of this chapter) whose securities are listed on a national securities
exchange registered pursuant to section 6(a) of the Act (15 U.S.C.
78f(a)) or in an automated inter-dealer quotation system of a national
securities association registered pursuant to section 15A of the Act
(15 U.S.C. 78o-3(a)) that has independence requirements for audit
committee members, in determining whether the audit committee members
are independent, use the Fund's definition of independence that it uses
for determining if the members of the audit committee are independent
in compliance with the independence standards applicable for the
members of the audit committee in the listing standards applicable to
the Fund. If the Fund does not have independence standards for the
audit committee, use the independence standards for the audit committee
in the listing standards applicable to the Fund.
    (B) If the Fund is not a listed issuer whose securities are listed
on a national securities exchange registered pursuant to section 6(a)
of the Act (15 U.S.C. 78f(a)) or in an automated inter-dealer quotation
system of a national securities association registered pursuant to
section 15A of the Act (15 U.S.C. 78o-3(a)), in determining whether the
audit committee members are independent, use a definition of
independence of a national securities exchange registered pursuant to
section 6(a) of the Act (15 U.S.C. 78f(a)) or an automated inter-dealer
quotation system of a national securities association registered
pursuant to section 15A of the Act (15 U.S.C. 780-3(a)) which has
requirements that a majority of the board of directors be independent
and that has been approved by the Commission, and state which
definition is used. Whatever such definition the Fund chooses, it must
use the same definition with respect to all directors and nominees for
director. If the national securities exchange or national securities
association whose standards are used has independence standards for the
members of the audit committee, use those specific standards.

    Instruction to paragraph (b)(16)(ii).
    If the national securities exchange or inter-dealer quotation
system on which the Fund's securities are listed has exemptions to
the independence requirements for nominating committee members upon
which the Fund relied, disclose the exemption relied upon and
explain the basis for the Fund's

conclusion that such exemption is applicable. The same disclosure
should be provided if the Fund is not a listed issuer and the
national securities exchange or inter-dealer quotation system
selected by the Fund has exemptions that are applicable to the Fund.

    (17) In the case of a Fund that is an investment company registered
under the Investment Company Act of 1940 (15 U.S.C. 80a), if a director
has resigned or declined to stand for re-election to the board of
directors since the date of the last annual meeting of security holders
because of a disagreement with the registrant on any matter relating to
the registrant's operations, policies or practices, and if the director
has furnished the registrant with a letter describing such disagreement
and requesting that the matter be disclosed, the registrant shall state
the date of resignation or declination to stand for re-election and
summarize the director's description of the disagreement. If the
registrant believes that the description provided by the director is
incorrect or incomplete, it may include a brief statement presenting
its view of the disagreement.
* * * * *

0
33. Amend Sec.  240.14c-5 to revise paragraph (a)(4) before the
undesignated paragraph to read as follows:

Sec.  240.14c-5  Filing requirements.

    (a) * * *
    (4) The approval or ratification of a plan as defined in paragraph
(a)(6)(ii) of Item 402 of Regulation S-K (Sec.  229.402(a)(6)(ii) of
this chapter) or amendments to such a plan.
* * * * *

0
34. Amend Sec.  240.15d-11 by revising paragraph (c) to read as
follows:

Sec.  240.15d-11  Current reports on Form 8-K (Sec.  249.308 of this
chapter).

* * * * *
    (c) No failure to file a report on Form 8-K that is required solely
pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a), 5.02(e)
or 6.03 of Form 8-K shall be deemed to be a violation of 15 U.S.C.
78j(b) and Sec.  240.10b--5.

0
35. Add Sec.  240.15d--20 to read as follows:

Sec.  240.15d--20  Plain English presentation of specified information.

    (a) Any information included or incorporated by reference in a
report filed under section 15(d) of the Act (15 U.S.C. 78o(d)) that is
required to be disclosed pursuant to Item 402, 403, 404 or 407 of
Regulation S-B (Sec. Sec.  228.402, 228.403, 228.404 or 228.407 of this
chapter) or Item 402, 403, 404 or 407 of Regulation S-K (Sec. Sec.
229.402, 229.403, 229.404 or 229.407 of this chapter) must be presented
in a clear, concise and understandable manner. You must prepare the
disclosure using the following standards:
    (1) Present information in clear, concise sections, paragraphs and
sentences;
    (2) Use short sentences;
    (3) Use definite, concrete, everyday words;
    (4) Use the active voice;
    (5) Avoid multiple negatives;
    (6) Use descriptive headings and subheadings;
    (7) Use a tabular presentation or bullet lists for complex
material, wherever possible;
    (8) Avoid legal jargon and highly technical business and other
terminology;
    (9) Avoid frequent reliance on glossaries or defined terms as the
primary means of explaining information. Define terms in a glossary or
other section of the document only if the meaning is unclear from the
context. Use a glossary only if it facilitates understanding of the
disclosure; and
    (10) In designing the presentation of the information you may
include pictures, logos, charts, graphs and other design elements so
long as the design is not misleading and the required information is
clear. You are encouraged to use tables, schedules, charts and graphic
illustrations that present relevant data in an understandable manner,
so long as such presentations are consistent with applicable disclosure
requirements and consistent with other information in the document. You
must draw graphs and charts to scale. Any information you provide must
not be misleading.
    (b) [Reserved]

    Note to Sec.  240.15d-20. In drafting the disclosure to comply
with this section, you should avoid the following:
    1. Legalistic or overly complex presentations that make the
substance of the disclosure difficult to understand;
    2. Vague ``boilerplate'' explanations that are imprecise and
readily subject to different interpretations;
    3. Complex information copied directly from legal documents
without any clear and concise explanation of the provision(s); and
    4. Disclosure repeated in different sections of the document
that increases the size of the document but does not enhance the
quality of the information.

0
36. Amend Sec.  240.16b-3 by:
0
a. Adding ``and'' at the end of paragraph (b)(3)(i)(B);
0
b. Removing ``; and'' at the end of paragraph (b)(3)(i)(C) and in its
place adding a period;
0
c. Removing paragraph (b)(3)(i)(D); and
0
d. Adding Note (4) to read as follows:

Sec.  240.16b-3  Transactions between an issuer and its officers or
directors.

* * * * *
    Notes to Sec.  240.16b-3:
* * * * *

    Note (4): For purposes of determining a director's status under
those portions of paragraph (b)(3)(i) that reference Sec.
229.404(a) of this chapter, an issuer may rely on the disclosure
provided under Sec.  229.404(a) of this chapter for the issuer's
most recent fiscal year contained in the most recent filing in which
disclosure required under Sec.  229.404(a) is presented. Where a
transaction disclosed in that filing was terminated before the
director's proposed service as a Non-Employee Director, that
transaction will not bar such service. The issuer must believe in
good faith that any current or contemplated transaction in which the
director participates will not be required to be disclosed under
Sec.  229.404(a) of this chapter, based on information readily
available to the issuer and the director at the time such director
proposes to act as a Non-Employee Director. At such time as the
issuer believes in good faith, based on readily available
information, that a current or contemplated transaction with a
director will be required to be disclosed under Sec.  229.404(a) in
a future filing, the director no longer is eligible to serve as a
Non-Employee Director; provided, however, that this determination
does not result in retroactive loss of a Rule 16b-3 exemption for a
transaction previously approved by the director while serving as a
Non-Employee Director consistent with this note. In making the
determinations specified in this Note, the issuer may rely on
information it obtains from the director, for example, pursuant to a
response to an inquiry.

PART 245--REGULATION BLACKOUT TRADING RESTRICTION (REGULATION BTR--
BLACKOUT TRADING RESTRICTION)

0
37. The authority citation for Part 245 continues to read in part as
follows:

    Authority: 15 U.S.C. 78w(a), unless otherwise noted.
* * * * *

Sec.  245.100  [Amended]

0
38. Amend Sec.  245.100, paragraph (a)(2), by revising the phrase
``paragraph (a) or (b) of Item 404'' to read ``paragraph (a) of Item
404''.
* * * * *

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
39. The authority citation for part 249 continues to read in part as
follows:

    Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; and 18 U.S.C.
1350, unless otherwise noted.
* * * * *

0
40. Amend Form 10 (referenced in Sec.  249.210) by revising Items 6 and
7 to read as follows:

    Note: The text of Form 10 does not, and this amendment will not,
appear in the Code of Federal Regulations.

Form 10

General Form for Registration of Securities Pursuant to Section 12(B)
or (G) of the Securities Exchange Act of 1934

* * * * *
    Item 6. Executive Compensation.
    Furnish the information required by Item 402 of Regulation S-K
(Sec.  229.402 of this chapter) and paragraph (e)(4) of Item 407 of
Regulation S-K (Sec.  229.407 of this chapter).
    Item 7. Certain Relationships and Related Transactions, and
Director Independence.
    Furnish the information required by Item 404 of Regulation S-K
(Sec.  229.404 of this chapter) and Item 407(a) of Regulation S-K
(Sec.  229.407(a) of this chapter).
* * * * *

0
41. Amend Form 10-SB (referenced in Sec.  249.210b), Information
Required in Registration Statement, by revising Item 7 to read as
follows:

    Note: The text of Form 10-SB does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form 10-SB

General Form for Registration of Securities of Small Business Issuers

* * * * *
    Information Required in Registration Statement
* * * * *
    Item 7. Certain Relationships and Related Transactions, and
Director Independence.
    Furnish the information required by Item 404 of Regulation S-B
(Sec.  228.404 of this chapter) and Item 407(a) of Regulation S-B
(Sec.  228.407(a) of this chapter).
* * * * *

0
42. Amend Form 20-F (referenced in Sec.  249.220f) by revising
Instruction 4.(c)(v) to the Instructions as to Exhibits to read as
follows:

    Note: The text of Form 20-F does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form 20-F

* * * * *

Instructions as to Exhibits

* * * * *
    4.(a) * * *
    (c) * * *
    (v) Public filing of the management contract or compensatory plan,
contract or arrangement, or portion thereof, is not required in the
company's home country and is not otherwise publicly disclosed by the
company.
* * * * *

0
43. Form 8-K (referenced in Sec.  249.308) is amended by:
0
a. Revising General Instruction D;
0
b. Revising the last sentence of Instruction 1 to Item 1.01;
0
c. Revising the heading of Item 5.02;

0
d. Revising Item 5.02(b), the introductory text of Item 5.02(c), Item
5.02(c)(2) and (c)(3);
0
e. Adding Items 5.02(d)(5), (e) and (f); and
0
f. Adding Instructions 3 and 4 to Item 5.02.
    The revisions and additions read as follows:

    Note: The text of Form 8-K does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

* * * * *

General Instructions

* * * * *
    D. Preparation of Report.
    This form is not to be used as a blank form to be filled in, but
only as a guide in the preparation of the report on paper meeting the
requirements of Rule 12b-12 (17 CFR 240.12b-12). The report shall
contain the number and caption of the applicable item, but the text of
such item may be omitted, provided the answers thereto are prepared in
the manner specified in Rule 12b-13 (17 CFR 240.12b-13). To the extent
that Item 1.01 and one or more other items of the form are applicable,
registrants need not provide the number and caption of Item 1.01 so
long as the substantive disclosure required by Item 1.01 is disclosed
in the report and the number and caption of the other applicable
item(s) are provided. All items that are not required to be answered in
a particular report may be omitted and no reference thereto need be
made in the report. All instructions should also be omitted.
* * * * *
    Item 1.01 Entry into a Material Definitive Agreement.
* * * * *
    Instructions.
    1. * * * An agreement involving the subject matter identified in
Item 601(b)(10)(iii)(A) or (B) need not be disclosed under this Item.
* * * * *
    Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
* * * * *
    (b) If the registrant's principal executive officer, president,
principal financial officer, principal accounting officer, principal
operating officer, or any person performing similar functions, or any
named executive officer, retires, resigns or is terminated from that
position, or if a director retires, resigns, is removed, or refuses to
stand for re-election (except in circumstances described in paragraph
(a) of this Item 5.02), disclose the fact that the event has occurred
and the date of the event.
    (c) If the registrant appoints a new principal executive officer,
president, principal financial officer, principal accounting officer,
principal operating officer, or person performing similar functions,
disclose the following information with respect to the newly appointed
officer:
    (1) * * *
    (2) the information required by Items 401(b), (d), (e) and Item
404(a) of Regulation S-K (17 CFR 229.401(b), (d), (e) and 229.404(a)),
or, in the case of a small business issuer, Items 401(a)(4), (a)(5),
(c), and Item 404(a) of Regulation S-B (17 CFR 228.401(a)(4), (a)(5),
(c), and 228.404(a), respectively); and
    (3) a brief description of any material plan, contract or
arrangement (whether or not written) to which a covered officer is a
party or in which he or she participates that is entered into or
material amendment in connection with the triggering event or any grant
or award to any such covered person or modification thereto, under any
such plan, contract or arrangement in connection with any such event.
    (d) * * *
    (5) a brief description of any material plan, contract or
arrangement (whether or not written) to which the director is a party
or in which he or she participates that is entered into or material
amendment in connection with the triggering event or any grant or award
to any such covered person or modification thereto, under any such
plan, contract or arrangement in connection with any such event.

    (e) If the registrant enters into, adopts, or otherwise commences a
material compensatory plan, contract or arrangement (whether or not
written), as to which the registrant's principal executive officer,
principal financial officer, or a named executive officer participates
or is a party, or such compensatory plan, contract or arrangement is
materially amended or modified, or a material grant or award under any
such plan, contract or arrangement to any such person is made or
materially modified, then the registrant shall provide a brief
description of the terms and conditions of the plan, contract or
arrangement and the amounts payable to the officer thereunder.

    Instructions to paragraph (e).
    1. Disclosure under this Item 5.02(e) shall be required whether
or not the specified event is in connection with events otherwise
triggering disclosure pursuant to this Item 5.02.
    2. Grants or awards (or modifications thereto) made pursuant to
a plan, contract or arrangement (whether involving cash or equity),
that are materially consistent with the previously disclosed terms
of such plan, contract or arrangement, need not be disclosed under
this Item 5.02(e), provided the registrant has previously disclosed
such terms and the grant, award or modification is disclosed when
Item 402 of Regulation S-K (17 CFR 229.402) requires such
disclosure.

    (f) If the salary or bonus of a named executive officer cannot be
calculated as of the most recent practicable date and is omitted from
the Summary Compensation Table as specified in Instruction 1 to Item
402(b)(2)(iii) and (iv) of Regulation S-B or Instruction 1 to Item
402(c)(2)(iii) and (iv) of Regulation S-K, disclose the appropriate
information under this Item 5.02(f) when there is a payment, grant,
award, decision or other occurrence as a result of which such amounts
become calculable in whole or part. Disclosure under this Item 5.02(f)
shall include a new total compensation figure for the named executive
officer, using the new salary or bonus information to recalculate the
information that was previously provided with respect to the named
executive officer in the registrant's Summary Compensation Table for
which the salary and bonus information was omitted in reliance on
Instruction 1 to Item 402(b)(2)(iii) and (iv) of Regulation S-B (17 CFR
228.402(b)(2)(iii) and (iv)) or Instruction 1 to Item 402(c)(2)(iii)
and (iv) of Regulation S-K (17 CFR 229.402(c)(2)(iii) and (iv)).
    Instructions to Item 5.02.
* * * * *
    3. The registrant need not provide information with respect to
plans, contracts, and arrangements to the extent they do not
discriminate in scope, terms or operation, in favor of executive
officers or directors of the registrant and that are available
generally to all salaried employees.
    4. For purposes of this Item, the term ``named executive officer''
shall refer to those executive officers for whom disclosure was
required in the registrant's most recent filing with the Commission
under the Securities Act (15 U.S.C. 77a et seq.) or Exchange Act (15
U.S.C. 78a et seq.) that required disclosure pursuant to Item 402(c) of
Regulation S-K (17 CFR 229.402(c)) or Item 402(b) of Regulation S-B (17
CFR 228.402(b)), as applicable.
* * * * *

0
44. Amend Form 10-Q (referenced in Sec.  249.308a) by revising Item
5(b) in Part II to read as follows:

    Note: The text of Form 10-Q does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form 10-Q

* * * * *

Part II--Other Information

* * * * *
    Item 5. Other Information.
    (a) * * *
    (b) Furnish the information required by Item 407(c)(3) of
Regulation S-K (Sec.  229.407 of this chapter).
* * * * *

0
45. Amend Form 10-QSB (referenced in Sec.  249.308b) by revising Item
5(b) in Part II to read as follows:

    Note: The text of Form 10-QSB does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form 10-QSB

* * * * *

Part II--Other Information

* * * * *
    Item 5. Other Information.
    (a) * * *
    (b) Furnish the information required by Item 407(c)(3) of
Regulation S-B (Sec.  228.407 of this chapter).
* * * * *

0
46. Amend Form 10-K (referenced in Sec.  249.310) by revising Item 10
before the instruction and Items 11 and 13 in Part III to read as
follows:

    Note: The text of Form 10-K does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form 10-K

* * * * *

Part III

* * * * *
    Item 10. Directors, Executive Officers and Corporate Governance.
    Furnish the information required by Items 401, 405, 406, and
407(c)(3), (d)(4) and (d)(5) of Regulation S-K (Sec. Sec.  229.401,
229.405, 229.406, and 229.407(c)(3), (d)(4) and (d)(5) of this
chapter).
* * * * *
    Item 11. Executive Compensation.
    Furnish the information required by Item 402 of Regulation S-K
(Sec.  229.402 of this chapter) and paragraphs (e)(4) and (e)(5) of
Item 407 of Regulation S-K (Sec.  229.407(e)(4) and (e)(5) of this
chapter).
* * * * *
    Item 13. Certain Relationships and Related Transactions, and
Director Independence.
    Furnish the information required by Item 404 of Regulation S-K
(Sec.  229.404 of this chapter) and Item 407(a) of Regulation S-K
(Sec.  229.407(a) of this chapter).
* * * * *

0
47. Amend Form 10-KSB (referenced in Sec.  249.310b) by revising Item 9
before the instruction and Item 12 in Part III to read as follows:

    Note: The text of Form 10-KSB does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form 10-KSB

* * * * *

Part III

    Item 9. Directors, Executive Officers, Promoters, Control Persons
and Corporate Governance; Compliance With Section 16(a) of the Exchange
Act.
    Furnish the information required by Items 401, 405, 406, and
407(c)(3), (d)(4) and (d)(5) of Regulation S-B (Sec. Sec.  228.401,
228.405, 228.406, and 228.407(c)(3), (d)(4) and (d)(5) of this
chapter).
* * * * *
    Item 12. Certain Relationships and Related Transactions, and
Director Independence.
    Furnish the information required by Item 404 of Regulation S-B
(Sec.  228.404 of this chapter) and Item 407(a) of Regulation S-B
(Sec.  228.407(a) of this chapter).
* * * * *

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

0
48. The authority citation for Part 274 continues to read in part as
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m,
78n, 78o(d), 80a-8, 80a-24, 80a-26, and 80a-29, unless otherwise
noted.
* * * * *

0
49. Amend Form N-1A (referenced in Sec. Sec.  239.15A and 274.11A) by:
0
a. Revising ``$60,000'' to read ``$120,000'' in the introductory text
of Items 12(b)(6), (b)(7), and (b)(8); Instruction 2 to Item 12(b)(6);
and Instruction 5 to Item 12(b)(8); and
0
b. Removing the word ``relocation,'' in the second sentence of
Instruction 2 to Item 15(b).

    Note: The text of Form N-1A does not, and this amendment will
not, appear in the Code of Federal Regulations.

0
50. Amend Form N-2 (referenced in Sec. Sec.  239.14 and 274.11a-1) by:
0
a. Revising ``$60,000'' to read ``$120,000'' in the introductory text
of paragraphs 9, 10, and 11 of Item 18; Instruction 2 to paragraph 9 of
Item 18; and Instruction 5 to paragraph 11 of Item 18;
0
b. Revising the introductory text of paragraph 13 of Item 18;
0
c. Removing paragraph 13(c) of Item 18;
0
d. Redesignating paragraphs 14 and 15 of Item 18 as paragraphs 15 and
16, respectively;
0
e. Adding new paragraph 14 of Item 18;
0
f. Removing ``relocation,'' from the second sentence of Instruction 2
to paragraph 2 of Item 21; and
0
g. Revising the cite ``Item 18.15'' to read ``Item 18.16'' in
Instruction 8.a. to Item 24.
    The addition and revision read as follows:

    Note: The text of Form N-2 does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form N-2

* * * * *
    Item 18. Management.
* * * * *
    13. In the case of a Registrant that is not a business development
company, provide the following for all directors of the Registrant, all
members of the advisory board of the Registrant, and for each of the
three highest paid officers or any affiliated person of the Registrant
with aggregate compensation from the Registrant for the most recently
completed fiscal year in excess of $60,000 (``Compensated Persons'').
* * * * *
    14. In the case of a Registrant that is a business development
company, provide the information required by Item 402 of Regulation S-K
(17 CFR 229.402).
* * * * *

0
51. Amend Form N-3 (referenced in Sec. Sec.  239.17a and 274.11b) by:
0
a. Revising ``$60,000'' to read ``$120,000'' in the introductory text
of paragraphs (h), (i), and (j) of Item 20; Instruction 2 to paragraph
(h) of Item 20; and Instruction 5 to paragraph (j) of Item 20; and
0
b. Removing the word ``relocation,'' in the second sentence of
Instruction 2 to Item 22(b).

    Note: The text of Form N-3 does not, and this amendment will
not, appear in the Code of Federal Regulations.

0
52. Amend Form N-CSR (referenced in Sec. Sec.  249.331 and 274.128) by
revising Item 10 to read as follows:

    Note: The text of Form N-CSR does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form N-CSR

* * * * *
    Item 10. Submission of Matters to a Vote of Security Holders.
    Describe any material changes to the procedures by which
shareholders may recommend nominees to the registrant's board of
directors, where those changes were implemented after the registrant
last provided disclosure in response to the requirements of Item
407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item
22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.
    Instruction. For purposes of this Item, adoption of procedures by
which shareholders may recommend nominees to the registrant's board of
directors, where the registrant's most recent disclosure in response to
the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR
229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR
240.14a-101)), or this Item, indicated that the registrant did not have
in place such procedures, will constitute a material change.
* * * * *

    Dated: August 29, 2006.

    By the Commission.
Nancy M. Morris,
Secretary.
[FR Doc. 06-6968 Filed 9-7-06; 8:45 am]

BILLING CODE 8010-01-P