Schedule 14A -- Information Required in Proxy Statement

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General Rules and Regulations
promulgated
under the
Securities Exchange Act of 1934

Schedule 14A -- Information Required in Proxy Statement

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [ ]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material under Rule 14a-12

........................................................................................................
Name of the Registrant as Specified In Its Charter

........................................................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ ] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

Title of each class of securities to which transaction applies:
........................................................................................
Aggregate number of securities to which transaction applies:
........................................................................................
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
........................................................................................
Proposed maximum aggregate value of transaction:
........................................................................................
Total fee paid:
........................................................................................

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:
........................................................................................
Form, Schedule or Registration Statement No.:
........................................................................................
Filing Party:
........................................................................................
Date Filed:
........................................................................................

Notes:

Where any item calls for information with respect to any matter to be acted upon and such matter involves other matters with respect to which information is called for by other items of this schedule, the information called for by such other items also shall be given. For example, where a solicitation of security holders is for the purpose of approving the authorization of additional securities which are to be used to acquire another specified company, and the registrants' security holders will not have a separate opportunity to vote upon the transaction, the solicitation to authorize the securities is also a solicitation with respect to the acquisition. Under those facts, information required by Items 11, 13 and 14 shall be furnished.
Where any item calls for information with respect to any matter to be acted upon at the meeting, such item need be answered in the registrant's soliciting material only with respect to proposals to be made by or on behalf of the registrant.
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 or Item 404 of Regulation S-K, 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.
Information may be incorporated by reference only in the manner and to the extent specifically permitted in the items of this schedule. Where incorporation by reference is used, the following shall apply:
1. Any incorporation by reference of information pursuant to the provisions of this schedule shall be subject to the provisions of Item 10(f) of Regulation S-B and Item 10(d) of Regulation S-K restricting incorporation by reference of documents which incorporate by reference other information. A registrant incorporating any documents, or portions of documents, shall include a statement on the last page(s) of the proxy statement as to which documents, or portions of documents, are incorporated by reference. Information shall not be incorporated by reference in any case where such incorporation would render the statement incomplete, unclear or confusing.
2. If a document is incorporated by reference but not delivered to security holders, include an undertaking to provide, without charge, to each person to whom a proxy statement is delivered, upon written or oral request of such person and by first class mail or other equally prompt means within one business day of receipt of such request, a copy of any and all of the information that has been incorporated by reference in the proxy statement (not including exhibits to the information that is incorporated by reference unless such exhibits are specifically incorporated by reference into the information that the proxy statement incorporates), and the address and telephone numbers to which such a request is to be directed. This includes information contained in documents filed subsequent to the date on which definitive copies of the proxy statement are sent or given to security holders, up to the date of responding to the request.
3. If a document or portion of a document other than an annual report sent to security holders pursuant to the requirements of Rule 14a-3 with respect to the same meeting or solicitation of consents or authorizations as that to which the proxy statement relates is incorporated by reference in the manner permitted by Item 13(b) or 14(e)(1) of this schedule, the proxy statement must be sent to security holders no later than 20 business days prior to the date on which the meeting of such security holders is held or, if no meeting is held, at least 20 business days prior to the date the votes, consents or authorizations may be used to effect the corporate action.
4. Electronic filings. If any of the information required by Items 13 or 14 of this Schedule is incorporated by reference from an annual or quarterly report to security holders, such report, or any portion thereof incorporated by reference, shall be filed in electronic format with the proxy statement. This provision shall not apply to registered investment companies.
In Items 13 of this Schedule, the reference to "meets the requirements of Form S-2" shall refer to a registrant which meets the requirements for use of Form S-2 and the reference to "meets the requirement of Form S-3" shall refer to a registrant which meets the following requirements:
1. the registrant meets the requirements of General Instruction I.A. of Form S-3; and
2. one of the following is met:
  1. The registrant meets the aggregate market value requirement of General Instruction I.B.1 of Form S-3; or
  2. Action is to be taken as described in Items 11, 12 and 14 of this schedule which concerns non-convertible debt or preferred securities which are "investment grade securities" as defined in General Instruction I.B.2 of Form S-3, except that the time by which the rating must be assigned shall be the date on which definitive copies of the proxy statement are first sent or given to security holders; or
  3. The registrant is a majority-owned subsidiary and one of the conditions of General Instruction I.C. of Form S-3 is met.
Note to Small Business Issuers -- Registrants and acquirees that meet the definition of "small business issuer" under Rule 12b-2 of the Exchange Act shall refer to the disclosure items in Regulation S-B and not Regulation S-K. If there is no comparable disclosure item in Regulation S-B, small business issuers need not provide the information requested. Small business issuers shall provide the financial information in Item 310 of Regulation S-B in lieu of the financial statements required in Schedule 14A.
Special Note for Small Business Issuers
1. Registrants and acquirees which meet the definition of "small business issuer" in Rule 12b-2 of the Exchange Act and filed their latest annual report in accordance with "Information Required in Annual Report of Transitional Small Business Issuers" in Form 10-KSB shall refer to this "Special Note for Small Business Issuers" with respect to the specified items in this Schedule. If paragraph G(2) or G(3), below, does not contain an alternative disclosure instruction, small business issuers should comply with the disclosure item in this schedule, as modified by Instruction F.
2. Registrants and acquirees that relied upon Alternative 1 in their most recent Form 10-KSB may provide the following information (Question numbers are in reference to Model A of Form 1-A): (a) Questions 37 and 38 instead of Item 6(d); (b) Question 43 instead of Item 7(a); (c) Questions 29-36 and 39 instead of Item 7(b); (d) Questions 40-42 instead of Item 8; (e) Questions 40-42 instead of Item 10; (f) the information required in Part F/S of Form 10-SB instead of the financial statement requirements of Items 13 or 14; (g) Questions 4, 11, and 47-50 instead of Item 13(a)(1)(3); (h) Question 3 instead of the information specified in Items 101 and 102 of Regulation S-B; and (i) Questions 4, 11, and 47-50 instead of the information specified in Item 303 of Regulation S-B.
3. Registrants and acquirees that relied upon Alternative 2 in their most recent Form 10-KSB may provide the following information ("Model B" refers to Model B of Form 1-A): (a) Item 10 of Model B instead of Item 6(d) of Schedule 14A; (b) Item 8(d) of Model B instead of Item 7(a) of Schedule 14A; (c) Items 8(a)(8(c) and Item 11 of Model B instead of Item 7(b) of Schedule 14A; (d) Item 9 of Model B instead of Item 8 of Schedule 14A; (e) Item 9 of Model B instead of Item 10 of Schedule 14A; (f) the information required in Part F/S of Form 10-SB instead of the financial statements requirements of Items 13 or 14 of Schedule 14A; (g) Item 6(a)(3)(i) of Model B instead of Item 13(a)(1)(3) of Schedule 14A; (h) Items 6 and 7 of Model B instead of the information specified in Items 101 and 102 of Regulation S-B; and (i) Item 6(a)(3)(i) of Model B instead of the information specified in Item 303 of Regulation S-B.

Item 1. Date, time and place information.

State the date, time and place of the meeting of security holders, and the complete mailing address, including ZIP Code, of the principal executive offices of the registrant, unless such information is otherwise disclosed in material furnished to security holders with or preceding the proxy statement. If action is to be taken by written consent, state the date by which consents are to be submitted if state law requires that such a date be specified or if the person soliciting intends to set a date.
On the first page of the proxy statement, as delivered to security holders, state the approximate date on which the proxy statement and form of proxy are first sent or given to security holders.
Furnish the information required to be in the proxy statement by Rule 14a-5(e).

Item 2. Revocability of proxy.

State whether or not the person giving the proxy has the power to revoke it. If the right of revocation before the proxy is exercised is limited or is subject to compliance with any formal procedure, briefly describe such limitation or procedure.

Item 3. Dissenters' right of appraisal.

Outline briefly the rights of appraisal or similar rights of dissenters with respect to any matter to be acted upon and indicate any statutory procedure required to be followed by dissenting security holders in order to perfect such rights. Where such rights may be exercised only within a limited time after the date of adoption of a proposal, the filing of a charter amendment or other similar act, state whether the persons solicited will be notified of such date.

Instructions.

Indicate whether a security holder's failure to vote against a proposal will constitute a waiver of his appraisal or similar rights and whether a vote against a proposal will be deemed to satisfy any notice requirements under State law with respect to appraisal rights. If the State law is unclear, state what position will be taken in regard to these matters.
Open-end investment companies registered under the Investment Company Act of 1940 are not required to respond to this item.

Item 4. Persons Making the Solicitation

Solicitations not subject to Rule 14a-12(c)
1. If the solicitation is made by the registrant, so state. Give the name of any director of the registrant who has informed the registrant in writing that he intends to oppose any action intended to be taken by the registrant and indicate the action which he intends to oppose.
2. If the solicitation is made otherwise than by the registrant, so state and give the names of the participants in the solicitation, as defined in paragraphs (a)(iii), (iv), (v) and (vi) of Instruction 3 to this Item.
3. If the solicitation is to be made otherwise than by the use of the mails, describe the methods to be employed. If the solicitation is to be made by specially, engaged employees or paid solicitors, state
  1. the material features of any contract or arrangement for such solicitation and identify the parties, and
  2. the cost or anticipated cost thereof.
4. State the names of the persons by whom the cost of solicitation has been or will be borne, directly or indirectly.
Solicitations subject to Rule 14a-12(c)
1. State by whom the solicitation is made and describe the methods employed and to be employed to solicit security holders.
2. If regular employees of the registrant or any other participant in a solicitation have been or are to be employed to solicit security holders, describe the class or classes of employees to be so employed, and the manner and nature of their employment for such purpose.
3. If specially engaged employees, representatives or other persons have been or are to be employed to solicit security holders, state
  1. the material features of any contract or arrangement for such solicitation and the identity of the parties,
  2. the cost or anticipated cost thereof and
  3. the approximate number of such employees of employees or any other person (naming such other person) who will solicit security holders).
4. State the total amount estimated to be spent and the total expenditures to date for, in furtherance of, or in connection with the solicitation of security holders.
5. State by whom the cost of the solicitation will be borne. If such cost is to be borne initially by any person other than the registrant, state whether reimbursement will be sought from the registrant, and, if so, whether the question of such reimbursement will be submitted to a vote of security holders.
6. If any such solicitation is terminated pursuant to a settlement between the registrant and any other participant in such solicitation, describe the terms of such settlement, including the cost or anticipated cost thereof to the registrant.

Instructions.

With respect to solicitations subject to Rule 14a-12(c), costs and expenditures within the meaning of this Item 4 shall include fees for attorneys, accountants, public relations or financial advisers, solicitors, advertising, printing, transportation, litigation and other costs incidental to the solicitation, except that the registrant may exclude the amount of such costs represented by the amount normally expended for a solicitation for an election of directors in the absence of a contest, and costs represented by salaries and wages of regular employees and officers, provided a statement to that effect is included in the proxy statement.
The information required pursuant to paragraph (b)(6) of this Item should be included in any amended or revised proxy statement or other soliciting materials relating to the same meeting or subject matter furnished to security holders by the registrant subsequent to the date of settlement.
For purposes of this Item 4 and Item 5 of this Schedule 14A:
1. The terms "participant" and "participant in a solicitation" include the following:
  1. The registrant;
  2. Any director of the registrant, and any nominee for whose election as a director proxies are solicited;
  3. Any committee or group which solicits proxies, any member of such committee or group, and any person whether or not named as a member who, acting alone or with one or more other persons, directly or indirectly takes the initiative, or engages, in organizing, directing, or arranging for the financing of any such committee or group;
  4. Any person who finances or joins with another to finance the solicitation of proxies, except persons who contribute not more than $500 and who are not otherwise participants;
  5. Any person who lends money or furnishes credit or enters into any other arrangements, pursuant to any contract or understanding with a participant, for the purpose of financing or otherwise inducing the purchase, sale, holding or voting of securities of the registrant by any participant or other persons, in support of or in opposition to a participant; except that such terms do not include a bank, broker or dealer who, in the ordinary course of business, lends money or executes orders for the purchase or sale of securities and who is not otherwise a participant; and
  6. Any person who solicits proxies.
2. The terms "participant" and "participant in a solicitation" do not include:
  1. Any person or organization retained or employed by a participant to solicit security holders and whose activities are limited to the duties required to be performed in the course of such employment;
  2. Any person who merely transmits proxy soliciting material or performs other ministerial or clerical duties;
  3. Any person employed by a participant in the capacity of attorney, accountant, or advertising, public relations or financial adviser, and whose activities are limited to the duties required to be performed in the course of such employment;
  4. Any person regularly employed as an officer or employee of the registrant or any of its subsidiaries who is not otherwise a participant; or
  5. Any officer or director of, or any person regularly employed by, any other participant, if such officer, director or employee is not otherwise a participant.

Item 5. Interest of Certain Persons in Matters to Be Acted Upon

Solicitations not subject to Rule 14a-12(c).
Describe briefly any substantial interest, direct or indirect, by security holdings or otherwise, of each of the following persons in any matter to be acted upon, other than elections to office:
1. If the solicitation is made on behalf of the registrant, each person who has been a director or executive officer of the registrant at any time since the beginning of the last fiscal year.
2. If the solicitation is made otherwise than on behalf of the registrant, each participant in the solicitation, as defined in paragraphs (a)(iii), (iv), and (v) and (vi) of Instruction 3 to Item 4 of this Schedule 14A.
3. Each nominee for election as a director of the registrant.
4. Each associate of any of the foregoing persons.
Instruction.
Except in the case of a solicitation subject to this regulation made in opposition to another solicitation subject to this regulation, this sub-item (a) shall not apply to any interest arising from the ownership of securities of the registrant where the security holder receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class.
Solicitation subject to Rule 14a-12(c).
With respect to any solicitation subject to Rule 14a-12(c) :
1. Describe briefly any substantial interest, direct or indirect, by security holdings or otherwise, of each participant as defined in paragraphs (a)(ii), (iii), (iv), (v) and (vi) of Instruction 3 to Item 4 of this Schedule 14A, in any matter to be acted upon at the meeting, and include with respect to each participant the following information, or a fair and accurate summary thereof:
  1. Name and business address of the participant.
  2. The participant's present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is carried on.
  3. State whether or not, during the past ten years, the participant has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give dates, nature of conviction, name and location of court, and penalty imposed or other disposition of the case. A negative answer need not be included in the proxy statement or other soliciting material.
  4. State the amount of each class of securities of the registrant which the participant owns beneficially, directly or indirectly.
  5. State the amount of each class of securities of the registrant which the participant owns of record but not beneficially.
  6. State with respect to all securities of the registrant purchased or sold within the past two years, the dates on which they were purchased or sold and the amount purchased or sold on each such date.
  7. If any part of the purchase price or market value of any of the shares specified in paragraph (b)(1)(vi) of this Item is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities, so state and indicate the amount of the indebtedness as of the latest practicable date. If such funds were borrowed or obtained otherwise than pursuant to a margin account or bank loan in the regular course of business of a bank, broker or dealer, briefly describe the transaction, and state the names of the parties.
  8. State whether or not the participant is, or was within the past year, a party to any contract, arrangements or understandings with any person with respect to any securities of the registrant, including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies. If so, name the parties to such contracts, arrangements or understandings and give the details thereof.
  9. State the amount of securities of the registrant owned beneficially, directly or indirectly, by each of the participant's associates and the name and address of each such associate.
  10. State the amount of each class of securities of any parent or subsidiary of the registrant which the participant owns beneficially, directly or indirectly.
  11. Furnish for the participant and associates of the participant the information required by Item 404(a) of Regulation S-K.
  12. State whether or not the participant or any associates of the participant have any arrangement or understanding with any person-
    1. with respect to any future employment by the registrant or its affiliates; or
    2. with respect to any future transactions to which the registrant or any of its affiliates will or may be a party.
    If so, describe such arrangement or understanding and state the names of the parties thereto.
2. With respect to any person, other than a director or executive officer of the registrant acting solely in that capacity, who is a party to an arrangement or understanding pursuant to which a nominee for election as director is proposed to be elected, describe any substantial interest, direct or indirect, by security holdings or otherwise, that such person has in any matter to be acted upon at the meeting, and furnish the information called for by paragraphs (b)(1)(xi) and (xii) of this Item.

Instruction:

For purposes of this Item 5, beneficial ownership shall be determined in accordance with Rule 13d-3 under the Act.

Item 6. Voting Securities and Principal Holders Thereof

As to each class of voting securities of the registrant entitled to be voted at the meeting (or by written consents or authorizations if no meeting is held), state the number of shares outstanding and the number of votes to which each class is entitled.
State the record date, if any, with respect to this solicitation. If the right to vote or give consent is not to be determined, in whole or in part, by reference to a record date, indicate the criteria for the determination of security holders entitled to vote or give consent.
If action is to be taken with respect to the election of directors and if the persons solicited have cumulative voting rights:
1. Make a statement that they have such rights,
2. briefly describe such rights,
3. state briefly the conditions precedent to the exercise thereof, and
4. if discretionary authority to cumulate votes is solicited, so indicate.
Furnish the information required by Item 403 of Regulation S-K to the extent known by the persons on whose behalf the solicitation is made.
If, to the knowledge of the persons on whose behalf the solicitation is made, a change in control of the registrant has occurred since the beginning of its last fiscal year, state the name of the person(s) who acquired such control, the amount and the source of the consideration used by such person or persons; the basis of the control, the date and a description of the transaction(s) which resulted in the change of control and the percentage of voting securities of the registrant now beneficially owned directly or indirectly by the person(s) who acquired control; and the identity of the person(s) from whom control was assumed. If the source of all or any part of the consideration used is a loan made in the ordinary course of business by a bank as defined by section 3(a)(6) of the Act, the identity of such bank shall be omitted provided a request for confidentiality has been made pursuant to section 13(d)(1)(B) of the Act by the person(s) who acquired control. In lieu thereof, the material shall indicate that the identity of the bank has been so omitted and filed separately with the Commission.

Instruction.
1. State the terms of any loans or pledges obtained by the new control group for the purpose of acquiring control, and the names of the lenders or pledgees.
2. Any arrangements or understandings among members of both the former and new control groups and their associates with respect to election of directors or other matters should be described.

Item 7. Directors and Executive Officers

If action is to be taken with respect to the election of directors, furnish the following information in tabular form to the extent practicable. If, however, 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.

The information required by instruction 4 to Item 103 of Regulation S-K with respect to directors and executive officers.
The information required by Items 401, 404(a) and (b), 405 and 407(d)(4) and (d)(5)of Regulation S-K.
The information required by Item 407(a) of Regulation S-K.
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 (§229.407(b), (c)(1), (c)(2), (d)(1), (d)(2), (d)(3), (e)(1), (e)(2), (e)(3) and (f) of this chapter).
In lieu of the information required by this Item 7, investment companies registered under the Investment Company Act of 1940 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 and paragraphs (e)(4) and (e)(5) of Item 407 of Regulation S-K if action is to be taken with regard to:

The election of directors;
Any bonus, profit sharing or other compensation plan, contract or arrangement in which any director, nominee for election as a director, or executive officer of the registrant will participate;
Any pension or retirement plan in which any such person will participate; or
The granting or extension to any such person of any options, warrants or rights to purchase any securities, other than warrants or rights issued to security holders as such, on a pro rata basis.

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.

Instruction.

If an otherwise reportable compensation plan became subject to such requirements because of an acquisition or merger and, within one year of the acquisition or merger, such plan was terminated for purposes of prospective eligibility, the registrant may furnish a description of its obligation to the designated individuals pursuant to the compensation plan. Such description may be furnished in lieu of a description of the compensation plan in the proxy statement.

Item 9. Independent Public Accountants.

If the solicitation is made on behalf of the registrant and relates to: (1) The annual (or special meeting in lieu of annual) meeting of security holders at which directors are to be elected, or a solicitation of consents or authorizations in lieu of such meeting or (2) the election, approval or ratification of the registrant's accountant, furnish the following information describing the registrant's relationship with its independent public accountant:

The name of the principal accountant selected or being recommended to security holders for election, approval or ratification for the current year. If no accountant has been selected or recommended, so state and briefly describe the reasons therefor.
The name of the principal accountant for the fiscal year most recently completed if different from the accountant selected or recommended for the current year or if no accountant has yet been selected or recommended for the current year.
The proxy statement shall indicate:
1. Whether or not representatives of the principal accountant for the current year and for the most recently completed fiscal year are expected to be present at the security holders' meeting,
2. whether or not they will have the opportunity to make a statement if they desire to do so, and
3. whether or not such representatives are expected to be available to respond to appropriate questions.
If during the registrant's two most recent fiscal years or any subsequent interim period,
1. an independent accountant who was previously engaged as the principal accountant to audit the registrant's financial statements, or an independent accountant on whom the principal accountant expressed reliance in its report regarding a significant subsidiary, has resigned (or indicated it has declined to stand for re-election after the completion of the current audit) or was dismissed, or
2. a new independent accountant has been engaged as either the principal accountant to audit the registrant's financial statements or as an independent accountant on whom the principal accountant has expressed or is expected to express reliance in its report regarding a significant subsidiary, then, notwithstanding any previous disclosure, provide the information required by Item 304(a) of Regulation S-K.
1. Disclose, under the caption Audit Fees, the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements and review of financial statements included in the registrant's Form 10-Q or 10-QSB or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
2. Disclose, under the caption Audit-Related Fees, the aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant's financial statements and are not reported under paragraph (e)(1) of this section. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
3. Disclose, under the caption Tax Fees, the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
4. Disclose, under the caption All Other Fees, the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (e)(1) through (e)(3) of this section. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
5. 1. Disclose the audit committee's pre-approval policies and procedures described in Rule 2-01(c)(7)(i) of Regulation S-X.
  2. Disclose the percentage of services described in each of paragraphs (e)(2) through (e)(4) of this section that were approved by the audit committee pursuant to Rule 2-01(c)(7)(i)(C) of Regulation S-X.
6. If greater than 50 percent, disclose the percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.
7. If the registrant is an investment company, disclose the aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and to the registrant's investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant.
8. If the registrant is an investment company, disclose whether the audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining the principal accountant's independence.
Instruction to Item 9(e).

For purposes of Item 9(e)(2), (3), and (4), registrants that are investment companies must disclose fees billed for services rendered to the registrant and separately, disclose fees required to be approved by the investment company registrant's audit committee pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X. Registered investment companies must also disclose the fee percentages as required by item 9(e)(5)(ii) for the registrant and separately, disclose the fee percentages as required by item 9(e)(5)(ii) for the fees required to be approved by the investment company registrant's audit committee pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X.

Item 10. Compensation Plans.

If action is to be taken with respect to any plan pursuant to which cash or noncash compensation may be paid or distributed, furnish the following information:

Plans subject to security holder action.

Describe briefly the material features of the plan being acted upon, identify each class of persons who will be eligible to participate therein, indicate the approximate number of persons in each such class, and state the basis of such participation.

In the tabular format specified below, disclose the benefits or amounts that will be received by or allocated to each of the following under the plan being acted upon, if such benefits or amounts are determinable:

NEW PLAN BENEFITS

Plan Name
Name and Position	Dollar Value ($)	Number of Units
CEO
#A
#B
#C
#D
Executive Group
Non-Executive Director Group
Non-Executive Officer Employee Group

The table required by paragraph (a)(2)(i) of this Item shall provide information as to the following persons:
1. Each person (stating name and position) specified in paragraph (a)(3) of Item 402 of Regulation S-K ( 229.402(a)3 of this chapter);
  
  Instruction:
  In the case of investment companies registered under the Investment Company Act of 1940, furnish the information for Compensated Persons as defined in Item 22(b)(13) of this Schedule in lieu of the persons specified in paragraph (a)(3) of Item 402 of Regulation S-K.
2. All current executive officers as a group;
3. All current directors who are not executive officers as a group; and
4. All employees, including all current officers who are not executive officers, as a group.
Instruction to New Plan Benefits Table.

Additional columns should be added for each plan with respect to which security holder action is to be taken.
If the benefits or amounts specified in paragraph (a)(2)(i) of this item are not determinable, state the benefits or amounts which would have been received by or allocated to each of the following for the last completed fiscal year if the plan had been in effect, if such benefits or amounts may be determined, in the table specified in paragraph (a)(2)(i) of this Item:
1. Each person (stating name and position) specified in paragraph (a)(3) of Item 402 of Regulation S-K;
2. All current executive officers as a group;
3. All current directors who are not executive officers as a group; and
4. All employees, including all current officers who are not executive officers, as a group.

If the plan to be acted upon can be amended, otherwise than by a vote of security holders, to increase the cost thereof to the registrant or to alter the allocation of the benefits as between the persons and groups specified in paragraph (a)(2) of this item, state the nature of the amendments which can be so made.

Additional information regarding specified plans subject to security holder action.
1. With respect to any pension or retirement plan submitted for security holder action, state:
  1. The approximate total amount necessary to fund the plan with respect to past services, the period over which such amount is to be paid and the estimated annual payments necessary to pay the total amount over such period; and
  2. 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.
    
    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.
    
    Instructions
    
    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.
2. 1. With respect to any specific grant of or any plan containing options, warrants or rights submitted for security holder action, state:
    1. The title and amount of securities underlying such options, warrants or rights;
    2. The prices, expiration dates and other material conditions upon which the options, warrants or rights may be exercised;
    3. The consideration received or to be received by the registrant or subsidiary for the granting or extension of the options, warrants or rights;
    4. The market value of the securities underlying the options, warrants, or rights as of the latest practicable date; and
    5. In the case of options, the federal income tax consequences of the issuance and exercise of such options to the recipient and the registrant; and
  2. State separately the amount of such options received or to be received by the following persons if such benefits or amounts are determinable:
    1. Each person (stating name and position) specified in paragraph (a)3 of Item 402 of Regulation S-K;
    2. All current executive officers as a group;
    3. All current directors who are not executive officers as a group;
    4. Each nominee for election as a director;
    5. Each associate of any of such directors, executive officers or nominees;
    6. Each other person who received or is to receive 5 percent of such options, warrants or rights; and
    7. All employees, including all current officers who are not executive officers, as a group.
Information regarding plans and other arrangements not subject to security holder action. Furnish the information required by Item 201(d) of Regulation S-K.

Instructions to paragraph (c).
1. If action is to be taken as described in paragraph (a) of this Item with respect to the approval of a new compensation plan under which equity securities of the registrant are authorized for issuance, information about the plan shall be disclosed as required under paragraphs (a) and (b) of this Item and shall not be included in the disclosure required by Item 201(d) of Regulation S-K. If action is to be taken as described in paragraph (a) of this Item with respect to the amendment or modification of an existing plan under which equity securities of the registrant are authorized for issuance, the registrant shall include information about securities previously authorized for issuance under the plan (including any outstanding options, warrants and rights previously granted pursuant to the plan and any securities remaining available for future issuance under the plan) in the disclosure required by Item 201(d) of Regulation S-K. Any additional securities that are the subject of the amendments or modification of the existing plan shall be disclosed as required under paragraphs (a) and (b) of this Item and shall not be included in the Item 201(d) disclosure.

Instructions

The term "plan" as used in this Item means any plan as defined in paragraph (a)(7)(ii) of Item 402 of Regulation S-K.
If action is to be taken with respect to a material amendment or modification of an existing plan, the item shall be answered with respect to the plan as proposed to be amended or modified and shall indicate any material differences from the existing plan.
If the plan to be acted upon is set forth in a written document, three copies thereof shall be filed with the Commission at the time copies of the proxy statement and form of proxy are first filed pursuant to paragraph (a) or (b) of Rule 14a-6. Electronic filers shall file with the Commission a copy of such written plan document in electronic format as an appendix to the proxy statement. It need not be provided to security holders unless it is a part of the proxy statement.
Paragraph (b)(2)(ii) does not apply to warrants or rights to be issued to security holders as such on a pro rata basis.
The Commission shall be informed, as supplemental information, when the proxy statement is first filed, as to when the options, warrants or rights and the shares called for thereby will be registered under the Securities Act or, if such registration is not contemplated, the section of the Securities Act or rule of the Commission under which exemption from such registration is claimed and the facts relied upon to make the exemption available.

Item 11. Authorization or Issuance of Securities Otherwise than for Exchange.

If action is to be taken with respect to the authorization or issuance of any securities otherwise than for exchange for outstanding securities of the registrant, furnish the following information:

State the title and amount of securities to be authorized or issued.
Furnish the information required by Item 202 of Regulation S-K. If the terms of the securities cannot be stated or estimated with respect to any or all of the securities to be authorized, because no offering thereof is contemplated in the proximate future, and if no further authorization by security holders for the issuance thereof is to be obtained, it should be stated that the terms of the securities to be authorized, including dividend or interest rates, conversion prices, voting rights, redemption prices, maturity dates, and similar matters will be determined by the board of directors. If the securities are additional shares of common stock of a class outstanding, the description may be omitted except for a statement of the preemptive rights, if any. Where the statutory provisions with respect to preemptive rights are so indefinite or complex that they cannot be stated in summarized form, it will suffice to make a statement in the form of an opinion of counsel as to the existence and extent of such rights.
Describe briefly the transaction in which the securities are to be issued including a statement as to
1. the nature and approximate amount of consideration received or to be received by the registrant and
2. the approximate amount devoted to each purpose so far as determinable for which the net proceeds have been or are to be used.
If it is impracticable to describe the transaction in which the securities are to be issued, state the reason, indicate the purpose of the authorization of the securities, and state whether further authorization for the issuance of the securities by a vote of security holders will be solicited prior to such issuance.
If the securities are to be issued otherwise than in a public offering for cash, state the reasons for the proposed authorization or issuance and the general effect thereof upon the rights of existing security holders.
Furnish the information required by Item 13(a) of this schedule.

Item 12. Modification or Exchange of Securities.

If action is to be taken with respect to the modification of any class of securities of the registrant, or the issuance or authorization for issuance of securities of the registrant in exchange for outstanding securities of the registrant furnish the following information:

If outstanding securities are to be modified, state the title and amount thereof. If securities are to be issued in exchange for outstanding securities, state the title and amount of securities to be so issued, the title and amount of outstanding securities to be exchanged therefor and the basis of the exchange.
Describe any material differences between the outstanding securities and the modified or new securities in respect of any of the matters concerning which information would be required in the description of the securities in Item 202 of Regulation S-K.
State the reasons for the proposed modification or exchange and the general effect thereof upon the rights of existing security holders.
Furnish a brief statement as to arrears in dividends or as to defaults in principal or interest in respect to the outstanding securities which are to be modified or exchanged and such other information as may be appropriate in the particular case to disclose adequately the nature and effect of the proposed action.
Outline briefly any other material features of the proposed modification or exchange. If the plan of proposed action is set forth in a written document, file copies thereof with the Commission in accordance with Rule 14a-6.
Furnish the information required by Item 13(a) of this Schedule.

Instruction.

If the existing security is presently listed and registered on a national securities exchange, state whether the registrant intends to apply for listing and registration of the new or reclassified security on such exchange or any other exchange. If the registrant does not intend to make such application, state the effect of the termination of such listing and registration.

Item 13. Financial and Other Information. (See Notes D and E at the beginning of this Schedule.)

Information required. If action is to be taken with respect to any matter specified in Item 11 or 12, furnish the following information:
1. Financial statements meeting the requirements of Regulation S-X, including financial information required by Rule 3-05 and Article 11 of Regulation S-X with respect to transactions other than that pursuant to which action is to be taken as described in this proxy statement;
2. Item 302 of Regulation S-K, supplementary financial information;
3. Item 303 of Regulation S-K, management's discussion and analysis of financial condition and results of operations;
4. Item 304 of Regulation S-K, changes in and disagreements with accountants on accounting and financial disclosure;
5. Item 305 of Regulation S-K, quantitative and qualitative disclosures about market risk; and
6. A statement as to whether or not representatives of the principal accountants for the current year and for the most recently completed fiscal year:
  1. Are expected to be present at the security holders' meeting;
  2. Will have the opportunity to make a statement if they desire to do so; and
  3. Are expected to be available to respond to appropriate questions.
Incorporation by reference. The information required pursuant to paragraph (a) of this Item may be incorporated by reference into the proxy statement as follows:
1. S-3 registrants. If the registrant meets the requirements of Form S-3 (see Note E to this Schedule), it may incorporate by reference to previously-filed documents any of the information required by paragraph (a) of this Item, provided that the requirements of paragraph (c) are met. Where the registrant meets the requirements of Form S-3 and has elected to furnish the required information by incorporation by reference, the registrant may elect to update the information so incorporated by reference to information in subsequently-filed documents.
2. All registrants. The registrant may incorporate by reference any of the information required by paragraph (a) of this Item, provided that the information is contained in an annual report to security holders or a previously-filed statement or report, such report or statement is delivered to security holders with the proxy statement and the requirements of paragraph (c) are met.
Certain conditions applicable to incorporation by reference. Registrants eligible to incorporate by reference into the proxy statement the information required by paragraph (a) of this Item in the manner specified by paragraphs (b)(1) and (b)(2) may do so only if:
1. The information is not required to be included in the proxy statement pursuant to the requirement of another Item;
2. The proxy statement identifies on the last page(s) the information incorporated by reference; and
3. The material incorporated by reference substantially meets the requirements of this Item or the appropriate portions of this Item.

Instructions to Item 13.

Notwithstanding the provisions of this Item, any or all of the information required by paragraph (a) of this Item not material for the exercise of prudent judgment in regard to the matter to be acted upon may be omitted. In the usual case the information is deemed material to the exercise of prudent judgment where the matter to be acted upon is the authorization or issuance of a material amount of senior securities, but the information is not deemed material where the matter to be acted upon is the authorization or issuance of common stock, otherwise than in an exchange, merger, consolidation, acquisition or similar transaction, the authorization of preferred stock without present intent to issue or the authorization of preferred stock for issuance for cash in an amount constituting fair value.
In order to facilitate compliance with Rule 2-02(a) of Regulation S-X, one copy of the definitive proxy statement filed with the Commission shall include a manually signed copy of the accountant's report. If the financial statements are incorporated by reference, a manually signed copy of the accountant's report shall be filed with the definitive proxy statement.
Notwithstanding the provisions of Regulation S-X, no schedules other than those prepared in accordance with Rules 12-15, 12-28 and 12-29 (or, for management investment companies, Rules 12-12 through 12-14) of that regulation need be furnished in the proxy statement.
Unless registered on a national securities exchange or otherwise required to furnish such information, registered investment companies need not furnish the information required by paragraph (a)(2) or (3) of this Item.
If the registrant submits preliminary proxy material incorporating by reference financial statements required by this Item, the registrant should furnish a draft of the financial statements if the document from which they are incorporated has not been filed with or furnished to the Commission.
A registered investment company need not comply with items (a)(2), (a)(3), and (a)(5) of this Item 13.

Item 14. Mergers, Consolidations, Acquisitions and Similar Matters.

(See Notes A and D at the beginning of this Schedule.)

Instructions to Item 14.

In transactions in which the consideration offered to security holders consists wholly or in part of securities registered under the Securities Act of 1933, furnish the information required by Form S-4, Form F-4, or Form N-14, as applicable, instead of this Item. Only a Form S-4, Form F-4, or Form N-14 must be filed in accordance with Rule 14a-6(j).
1. In transactions in which the consideration offered to security holders consists wholly of cash, the information required by paragraph (c)(1) of this Item for the acquiring company need not be provided unless the information is material to an informed voting decision (e.g., the security holders of the target company are voting and financing is not assured).
2. Additionally, if only the security holders of the target company are voting:
  1. The financial information in paragraphs (b)(8)--(11) of this Item for the acquiring company and the target need not be provided; and
  2. The information in paragraph (c)(2) of this Item for the target company need not be provided.
    
    If, however, the transaction is a going-private transaction (as defined by Rule 13e-3), then the information required by paragraph (c)(2) of this Item must be provided and to the extent that the going-private rules require the information specified in paragraph (b)(8)--(b)(11) of this Item, that information must be provided as well.
In transactions in which the consideration offered to security holders consists wholly of securities exempt from registration under the Securities Act of 1933 or a combination of exempt securities and cash, information about the acquiring company required by paragraph (c)(1) of this Item need not be provided if only the security holders of the acquiring company are voting, unless the information is material to an informed voting decision. If only the security holders of the target company are voting, information about the target company in paragraph (c)(2) of this Item need not be provided. However, the information required by paragraph (c)(2) of this Item must be provided if the transaction is a going-private (as defined by Rule 13e-3) or roll-up (as described by Item 901 of Regulation S-K) transaction.
The information required by paragraphs (b)(8)--(11) and (c) need not be provided if the plan being voted on involves only the acquiring company and one or more of its totally held subsidiaries and does not involve a liquidation or a spin-off.
To facilitate compliance with Rule 2-02(a) of Regulation S-X (technical requirements relating to accountants' reports), one copy of the definitive proxy statement filed with the Commission must include a signed copy of the accountant's report. If the financial statements are incorporated by reference, a signed copy of the accountant's report must be filed with the definitive proxy statement. Signatures may be typed if the document is filed electronically on EDGAR. See Rule 302 of Regulation S-T.
Notwithstanding the provisions of Regulation S-X, no schedules other than those prepared in accordance with Rule 12-15, Rule 12-28 and Rule 12-29(or, for management investment companies, Rule 12-12 through Rule 12-14) of that regulation need be furnished in the proxy statement.
If the preliminary proxy material incorporates by reference financial statements required by this Item, a draft of the financial statements must be furnished to the Commission staff upon request if the document from which they are incorporated has not been filed with or furnished to the Commission.

Applicability. If action is to be taken with respect to any of the following transactions, provide the information required by this Item:
1. A merger or consolidation;
2. An acquisition of securities of another person;
3. An acquisition of any other going business or the assets of a going business;
4. A sale or other transfer of all or any substantial part of assets; or
5. A liquidation or dissolution.
Transaction information. Provide the following information for each of the parties to the transaction unless otherwise specified:
1. Summary term sheet. The information required by Item 1001 of Regulation M-A.
2. Contact information. The name, complete mailing address and telephone number of the principal executive offices.
3. Business conducted. A brief description of the general nature of the business conducted.
4. Terms of the transaction. The information required by Item 1004(a)(2) of Regulation M-A.
5. Regulatory approvals. A statement as to whether any federal or state regulatory requirements must be complied with or approval must be obtained in connection with the transaction and, if so, the status of the compliance or approval.
6. Reports, opinions, appraisals. If a report, opinion or appraisal materially relating to the transaction has been received from an outside party, and is referred to in the proxy statement, furnish the information required by Item 1015(b) of Regulation M-A.
7. Past contacts, transactions or negotiations. The information required by Items 1005(b) and 1011(a)(1) of Regulation M-A, for the parties to the transaction and their affiliates during the periods for which financial statements are presented or incorporated by reference under this Item.
8. Selected financial data. The selected financial data required by Item 301 of Regulation S-K.
9. Pro forma selected financial data. If material, the information required by Item 301 of Regulation S-K for the acquiring company, showing the pro forma effect of the transaction.
10. Pro forma information. In a table designed to facilitate comparison, historical and pro forma per share data of the acquiring company and historical and equivalent pro forma per share data of the target company for the following Items:
  1. Book value per share as of the date financial data is presented pursuant to Item 301 of Regulation S-K;
  2. Cash dividends declared per share for the periods for which financial data is presented pursuant to Item 301 of Regulation S-K; and
  3. Income (loss) per share from continuing operations for the periods for which financial data is presented pursuant to Item 301 of Regulation S-K.
  Instructions to paragraphs (b)(8), (b)(9) and (b)(10):
  1. For a business combination accounted for as a purchase, present the financial information required by paragraphs (b)(9) and (b)(10) only for the most recent fiscal year and interim period. For a business combination accounted for as a pooling, present the financial information required by paragraphs (b)(9) and (b)(10) (except for information with regard to book value) for the most recent three fiscal years and interim period. For purposes of these paragraphs, book value information need only be provided for the most recent balance sheet date.
  2. Calculate the equivalent pro forma per share amounts for one share of the company being acquired by multiplying the exchange ratio times each of:
    1. The pro forma income (loss) per share before non-recurring charges or credits directly attributable to the transaction;
    2. The pro forma book value per share; and
    3. The pro forma dividends per share of the acquiring company.
  3. Unless registered on a national securities exchange or otherwise required to furnish such information, registered investment companies need not furnish the information required by paragraphs (b)(8) and (b)(9) of this Item.
11. Financial information. If material, financial information required by Article 11 of Regulation S-X with respect to this transaction.
  
  Instructions to paragraph (b)(11):
  1. Present any Article 11 information required with respect to transactions other than those being voted upon (where not incorporated by reference) together with the pro forma information relating to the transaction being voted upon. In presenting this information, you must clearly distinguish between the transaction being voted upon and any other transaction.
  2. If current pro forma financial information with respect to all other transactions is incorporated by reference, you need only present the pro forma effect of this transaction.
Information about the parties to the transaction.
1. Acquiring company. Furnish the information required by Part B (Registrant Information) of Form S-4 or Form F-4, as applicable, for the acquiring company. However, financial statements need only be presented for the latest two fiscal years and interim periods.
2. Acquired company. Furnish the information required by Part C (Information with Respect to the Company Being Acquired) of Form S-4 or Form F-4, as applicable.
Information about parties to the transaction: registered investment companies and business development companies. If the acquiring company or the acquired company is an investment company registered under the Investment Company Act of 1940 or a business development company as defined by Section 2(a)(48) of the Investment Company Act of 1940, provide the following information for that company instead of the information specified by paragraph (c) of this Item:
1. Information required by Item 101 of Regulation S-K, description of business;
2. Information required by Item 102 of Regulation S-K, description of property;
3. Information required by Item 103 of Regulation S-K, legal proceedings;
4. Information required by Item 201(a), (b) and (c) of Regulation S-K, market price of and dividends on the registrant's common equity and related stockholder matters;
5. Financial statements meeting the requirements of Regulation S-X, including financial information required by Rule 3-05 and Article 11 of Regulation S-X with respect to transactions other than that as to which action is to be taken as described in this proxy statement;
6. Information required by Item 301 of Regulation S-K, selected financial data;
7. Information required by Item 302 of Regulation S-K, supplementary financial information;
8. Information required by Item 303 of Regulation S-K, management's discussion and analysis of financial condition and results of operations; and
9. Information required by Item 304 of Regulation S-K, changes in and disagreements with accountants on accounting and financial disclosure.
  
  Instruction to paragraph (d) of Item 14: Unless registered on a national securities exchange or otherwise required to furnish such information, registered investment companies need not furnish the information required by paragraphs (d)(6), (d)(7) and (d)(8) of this Item.
Incorporation by reference.
1. The information required by paragraph (c) of this section may be incorporated by reference into the proxy statement to the same extent as would be permitted by Form S-4 or Form F-4, as applicable.
2. Alternatively, the registrant may incorporate by reference into the proxy statement the information required by paragraph (c) of this Item if it is contained in an annual report sent to security holders in accordance with Rule 14a-3 with respect to the same meeting or solicitation of consents or authorizations that the proxy statement relates to and the information substantially meets the disclosure requirements of Item 14 or Item 17 of Form S-4 or Form F-4, as applicable.

Item 15. Acquisition or Disposition of Property.

If action is to be taken with respect to the acquisition or disposition of any property, furnish the following information:

Describe briefly the general character and location of the property.
State the nature and amount of consideration to be paid or received by the registrant or any subsidiary. To the extent practicable, outline briefly the facts bearing upon the question of the fairness of the consideration.
State the name and address of the transferer or transferee, as the case may be and the nature of any material relationship of such person to the registrant or any affiliate of the registrant.
Outline briefly any other material features of the contract or transaction.

Item 16. Restatement of Accounts.

If action is to be taken with respect to the restatement of any asset, capital, or surplus account of the registrant furnish the following information:

State the nature of the restatement and the date as of which it is to be effective.
Outline briefly the reasons for the restatement and for the selection of the particular effective date.
State the name and amount of each account (including any reserve accounts) affected by the restatement and the effect of the restatement thereon. Tabular presentation of the amounts shall be made when appropriate, particularly in the case of recapitalizations.
To the extent practicable, state whether and the extent, if any, to which, the restatement will, as of the date thereof, alter the amount available for distribution to the holders of equity securities.

Item 17. Action with respect to Reports.

If action is to be taken with respect to any report of the registrant or of its directors, officers or committees or any minutes of a meeting of its security holders, furnish the following information:

State whether or not such action is to constitute approval or disapproval of any of the matters referred to in such reports or minutes.
Identify each of such matters which it is intended will be approved or disapproved, and furnish the information required by the appropriate item or items of this schedule with respect to each such matter.

Item 18. Matters not Required to be Submitted.

If action is to be taken with respect to any matter which is not required to be submitted to a vote of security holders, state the nature of such matter, the reasons for submitting it to a vote of security holders and what action is intended to be taken by the registrant in the event of a negative vote on the matter by the security holders.

Item 19. Amendment of Charter, Bylaws or Other Documents.

If action is to be taken with respect to any amendment of the registrant's charter, bylaws or other documents as to which information is not required above, state briefly the reasons for and the general effect of such amendment.

Instructions.

Where the matter to be acted upon is the classification of directors, state whether vacancies which occur during the year may be filled by the board of directors to serve only until the next annual meeting or may be so filled for the remainder of the full term.
Attention is directed to the discussion of disclosure regarding anti-takeover and similar proposals in Release No. 34-15230 (October 13, 1978).

Item 20. Other Proposed Action.

If action is to be taken on any matter not specifically referred to in this Schedule 14A, describe briefly the substance of each such matter in substantially the same degree of detail as is required by Items 5 to 19, inclusive, of this Schedule, and, with respect to investment companies registered under the Investment Company Act of 1940, Item 22 of this Schedule.

Item 21. Voting Procedures.

As to each matter which is to be submitted to a vote of security holders, furnish the following information:

State the vote required for approval or election, other than for the approval of auditors.
Disclose the method by which votes will be counted, including the treatment and effect of abstentions and broker non-votes under applicable state law as well as registrant charter and by-law provisions.

Item 22. Information Required in Investment Company Proxy Statement.

General.
1. Definitions. Unless the context otherwise requires, terms used in this Item that are defined in Rule 14a-1 (with respect to proxy soliciting material), in Rule 14c-1 (with respect to information statements), and in the Investment Company Act of 1940 shall have the same meanings provided therein and the following terms shall also apply:
  1. Administrator. The term "Administrator" shall mean any person who provides significant administrative or business affairs management services to a Fund.
  2. Affiliated broker. The term "Affiliated Broker" shall mean any broker:
    1. That is an affiliated person of the Fund;
    2. That is an affiliated person of such person; or
    3. An affiliated person of which is an affiliated person of the Fund, its investment adviser, principal underwriter, or Administrator.
  3. Distribution plan. The term "Distribution Plan" shall mean a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940.
  4. Family of Investment Companies. The term "Family of Investment Companies" shall mean any two or more registered investment companies that:
    1. Share the same investment adviser or principal underwriter; and
    2. Hold themselves out to investors as related companies for purposes of investment and investor services.
  5. Fund. The term "Fund" shall mean a Registrant or, where the Registrant is a series company, a separate portfolio of the Registrant.
  6. Fund complex. The term "Fund Complex" shall mean two or more Funds that:
    1. Hold themselves out to investors as related companies for purposes of investment and investor services; or
    2. Have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other Funds.
  7. Immediate Family Member. The term "Immediate Family Member" shall mean a person's spouse; child residing in the person's household (including step and adoptive children); and any dependent of the person, as defined in section 152 of the Internal Revenue Code.
  8. Officer. The term "Officer" shall mean the president, vice-president, secretary, treasurer, controller, or any other officer who performs policy-making functions.
  9. Parent. The term "Parent" shall mean the affiliated person of a specified person who controls the specified person directly or indirectly through one or more intermediaries.
  10. Registrant. The term "Registrant" shall mean an investment company registered under the Investment Company Act of 1940 or a business development company as defined by section 2(a)(48) of the Investment Company Act of 1940.
  11. Sponsoring Insurance Company. The term "Sponsoring Insurance Company" of a Fund that is a separate account shall mean the insurance company that establishes and maintains the separate account and that owns the assets of the separate account.
  12. Subsidiary. The term "Subsidiary" shall mean an affiliated person of a specified person who is controlled by the specified person directly, or indirectly through one or more intermediaries.
2. [reserved]
3. General disclosure. Furnish the following information in the proxy statement of a Fund or Funds:
  1. State the name and address of the Fund's investment adviser, principal underwriter, and Administrator.
  2. When a Fund proxy statement solicits a vote on proposals affecting more than one Fund or class of securities of a Fund (unless the proposal or proposals are the same and affect all Fund or class shareholders), present a summary of all of the proposals in tabular form on one of the first three pages of the proxy statement and indicate which Fund or class shareholders are solicited with respect to each proposal.
  3. Unless the proxy statement is accompanied by a copy of the Fund's most recent annual report, state prominently in the proxy statement that the Fund will furnish, without charge, a copy of the annual report and the most recent semi-annual report succeeding the annual report, if any, to a shareholder upon request, providing the name, address, and toll-free telephone number of the person to whom such request shall be directed (or, if no toll-free telephone number is provided, a self-addressed postage paid card for requesting the annual report). The Fund should provide a copy of the annual report and the most recent semi-annual report succeeding the annual report, if any, to the requesting shareholder by first class mail, or other means designed to assure prompt delivery, within three business days of the request.
  4. If the action to be taken would, directly or indirectly, establish a new fee or expense or increase any existing fee or expense to be paid by the Fund or its shareholders, provide a table showing the current and pro forma fees (with the required examples) using the format prescribed in the appropriate registration statement form under the Investment Company Act of 1940 (for open-end management investment companies, Item 3 of Form N-1A; for closed-end management investment companies, Item 3 of Form N-2 ; and for separate accounts that offer variable annuity contracts, Item 3 of Form N-3 ).
    
    Instructions.
    1. Where approval is sought only for a change in asset breakpoints for a pre-existing fee that would not have increased the fee for the previous year (or have the effect of increasing fees or expenses, but for any other reason would not be reflected in a pro forma fee table), describe the likely effect of the change in lieu of providing pro forma fee information.
    2. An action would indirectly establish or increase a fee or expense where, for example, the approval of a new investment advisory contract would result in higher custodial or transfer agency fees.
    3. The tables should be prepared in a manner designed to facilitate understanding of the impact of any change in fees or expenses.
    4. A Fund that offers its shares exclusively to one or more separate accounts and thus is not required to include a fee table in its prospectus (see Item 3 of Form N-1A) should nonetheless prepare a table showing current and pro forma expenses and disclose that the table does not reflect separate account expenses, including sales load.
  5. If action is to be taken with respect to the election of directors or the approval of an advisory contract, describe any purchases or sales of securities of the investment adviser or its Parents, or Subsidiaries of either, since the beginning of the most recently completed fiscal year by any director or any nominee for election as a director of the Fund.
    
    Instructions.
    1. Identify the parties, state the consideration, the terms of payment and describe any arrangement or understanding with respect to the composition of the board of directors of the Fund or of the investment adviser, or with respect to the selection of appointment of any person to any office with either such company.
    2. Transactions involving securities in an amount not exceeding one percent of the outstanding securities of any class of the investment adviser or any of its Parents or Subsidiaries may be omitted.

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.

Instructions to introductory text of paragraph (b).

Furnish information with respect to a prospective investment adviser to the extent applicable.
If the solicitation is made by or on behalf of a person other than the Fund or an investment adviser of the Fund, provide information only as to nominees of the person making the solicitation.
When providing information about directors and nominees for election as directors in response to this Item 22(b), furnish information for directors or nominees who are or would be "interested persons" of the Fund within the meaning of section 2(a)(19) of the Investment Company Act of 1940 separately from the information for directors or nominees who are not or would not be interested persons of the Fund. For example, when furnishing information in a table, you should provide separate tables (or separate sections of a single table) for directors and nominees who are or would be interested persons and for directors or nominees who are not or would not be interested persons. When furnishing information in narrative form, indicate by heading or otherwise the directors or nominees who are or would be interested persons and the directors or nominees who are not or would not be interested persons.
No information need be given about any director whose term of office as a director will not continue after the meeting to which the proxy statement relates.

Provide the information required by the following table for each director, nominee for election as director, Officer of the Fund, person chosen to become an Officer of the Fund, and, if the Fund has an advisory board, member of the board. Explain in a footnote to the table any family relationship between the persons listed.

(1)	(2)	(3)	(4)	(5)	(6)
Name, Address, and Age	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation (s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director	Other Director- ships Held by Director or Nominee for Director

Instructions to paragraph (b)(1).

For purposes of this paragraph, the term "family relationship" means any relationship by blood, marriage, or adoption, not more remote than first cousin.
No nominee or person chosen to become a director or Officer who has not consented to act as such may be named in response to this Item. In this regard, see Rule 14a-4(d) under the Exchange Act.
If fewer nominees are named than the number fixed by or pursuant to the governing instruments, state the reasons for this procedure and that the proxies cannot be voted for a greater number of persons than the number of nominees named.
For each director or nominee for election as director who is or would be an "interested person" of the Fund within the meaning of section 2(a)(19) of the Investment Company Act of 1940, describe, in a footnote or otherwise, the relationship, events, or transactions by reason of which the director or nominee is or would be an interested person.
State the principal business of any company listed under column (4) unless the principal business is implicit in its name.
Include in column (5) the total number of separate portfolios that a nominee for election as director would oversee if he were elected.
Indicate in column (6) directorships not included in column (5) that are held by a director or nominee for election as director in any company with a class of securities registered pursuant to section 12 of the Exchange Act, or subject to the requirements of section 15(d) of the Exchange Act, or any company registered as an investment company under the Investment Company Act of 1940, (15 U.S.C. 80a), as amended, and name the companies in which the directorships are held. Where the other directorships include directorships overseeing two or more portfolios in the same Fund Complex, identify the Fund Complex and provide the number of portfolios overseen as a director in the Fund Complex rather than listing each portfolio separately.

For each individual listed in column (1) of the table required by paragraph (b)(1) of this Item, except for any director or nominee for election as director who is not or would not be an "interested person" of the Fund within the meaning of section 2(a)(19) of the Investment Company Act of 1940, describe any positions, including as an officer, employee, director, or general partner, held with affiliated persons or principal underwriters of the Fund.

Instruction to paragraph (b)(2).

When an individual holds the same position(s) with two or more registered investment companies that are part of the same Fund Complex, identify the Fund Complex and provide the number of registered investment companies for which the position(s) are held rather than listing each registered investment company separately.
Describe briefly any arrangement or understanding between any director, nominee for election as director, Officer, or person chosen to become an Officer, and any other person(s) (naming the person(s)) pursuant to which he was or is to be selected as a director, nominee, or Officer.

Instruction to paragraph (b)(3).

Do not include arrangements or understandings with directors or Officers acting solely in their capacities as such.
Unless disclosed in the table required by paragraph (b)(1) of this Item, describe any positions, including as an officer, employee, director, or general partner, held by any director or nominee for election as director, who is not or would not be an "interested person" of the Fund within the meaning of section 2(a)(19) of the Investment Company Act of 1940, or Immediate Family Member of the director or nominee, during the past five years, with:
1. The Fund;
2. An investment company, or a person that would be an investment company but for the exclusions provided by sections 3(c)(1) and 3(c)(7) of the Investment Company Act of 1940, having the same investment adviser, principal underwriter, or Sponsoring Insurance Company as the Fund or having an investment adviser, principal underwriter, or Sponsoring Insurance Company that directly or indirectly controls, is controlled by, or is under com

General Rules and Regulations promulgated under the Securities Exchange Act of 1934

Schedule 14A -- Information Required in Proxy Statement

SCHEDULE 14A INFORMATION

General Rules and Regulations
promulgated
under the
Securities Exchange Act of 1934