
[Federal Register: February 17, 2009 (Volume 74, Number 30)]
[Notices]
[Page 7500-7504]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr17fe09-162]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 28616; 812-13586]


Eaton Vance Enhanced Equity Income Fund, et al.; Notice of
Application

February 10, 2009.
    Agency: Securities and Exchange Commission (``Commission'').
    Action: Notice of application under section 6(c) of the Investment
Company Act of 1940 (``Act'') for an exemption from section 19(b) of
the Act and rule 19b-1 under the Act.
    Summary of Application: Applicants request an order to permit
certain registered closed-end investment companies to make periodic
distributions of long-term capital gains with respect to their
outstanding common shares as frequently as twelve times each year, and
as frequently as distributions are specified by or in accordance with
the terms of any outstanding preferred shares that such investment
companies may issue.
    Applicants: Eaton Vance Enhanced Equity Income Fund, Eaton Vance
Enhanced Equity Income Fund II, Eaton Vance Risk-Managed Diversified
Equity Income Fund, Eaton Vance Tax-Managed Buy-Write Income Fund,
Eaton Vance Tax-Managed Buy-Write Opportunities Fund, Eaton Vance Tax-
Managed Diversified Equity Income Fund, Eaton Vance Tax-Managed Global
Buy-Write Opportunities Fund, Eaton Vance Tax-Managed Global
Diversified Equity Income Fund (the ``Current Funds'') and Eaton Vance
Management (``Eaton Vance'').
    Filing Dates: The application was filed on October 10, 2008 and
amended on January 9, 2009 and February 9, 2009.
    Hearing or Notification of Hearing: An order granting the
application will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Commission's
Secretary and serving applicants with a copy of the request, personally
or by mail. Hearing requests should be received by the Commission by
5:30 p.m. on March 9, 2009, and should be accompanied by proof of
service on applicants, in the form of an affidavit or, for lawyers, a
certificate of service. Hearing requests should state the nature of the
writer's interest, the reason for the request, and the issues
contested. Persons who wish to be notified of a hearing may request
notification by writing to the Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
Street, NE., Washington, DC 20549-1090; Applicants, Eaton Vance
Building, 255 State Street, Boston, MA 02109.

FOR FURTHER INFORMATION CONTACT: Jean Minarick, Senior Counsel, at
(202) 551-6811, or Julia Kim Gilmer, Branch Chief, at (202) 551-6821
(Office of Investment Company Regulation, Division of Investment
Management).

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained for a fee at the
Commission's Public Reference Room, 100 F Street, NE., Washington, DC
20549-1520 (telephone (202) 551-5850).

Applicants' Representations

    1. Each Current Fund is a registered closed-end management
investment company organized as a Massachusetts business trust.\1\ The
common shares of the Current Funds are listed on the New York Stock
Exchange. Applicants believe that the investors in the common shares of
the Current Funds may prefer an investment vehicle that provides
monthly distributions and a steady cash flow. Although the Current
Funds have no current intention to do so, each Current Fund is
authorized to issue preferred shares.
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    \1\ Applicants request that any order issued granting the relief
requested in the application also apply to any closed-end investment
company currently advised or to be advised in the future by Eaton
Vance (including any successor in interest) or by any entity
controlling, controlled by, or under common control (within the
meaning of section 2(a)(9) of the Act) with Eaton Vance
(collectively, with Eaton Vance, the ``Investment Advisers'') that
decides in the future to rely on the requested relief. Any Fund that
relies on the requested order will comply with the terms and
conditions of the application (such investment companies together
with the Current Funds, the ``Funds''). A successor in interest is
limited to an entity that results from a reorganization into another
jurisdiction or a change in the type of business organization. All
registered closed-end investment companies that currently intend to
rely on the order are named as applicants.
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    2. Eaton Vance is registered under the Investment Advisers Act of
1940 and acts as the Current Funds' investment adviser and
administrator and is responsible for the overall management of the
Current Funds. Each Fund will be advised by an Investment Adviser that
is registered under the Advisers Act.
    3. Applicants state that the Board of Trustees (the ``Board'') of
each Current Fund, including a majority of the members of each of the
Boards who are not ``interested persons'' of each Current Fund as
defined in section 2(a)(19) of the Act (the ``Independent Trustees''),
has requested and considered, and Eaton Vance provided, information
regarding the purpose and terms of a proposed distribution policy, the
likely effects of such policy on the Current Fund's long-term total
return (in relation to market price and net asset value per common
share (``NAV'')) and the relationship between the Current Funds'
distribution rate on their common shares under the policy and the
Current Funds' total return (in relation to NAV). Applicants state that
the Independent Trustees of each Current Fund also considered what
conflicts of interest Eaton Vance and its affiliated persons and the
Current Funds might have with respect to the adoption or implementation
of such policy. Applicants further state that after considering such
information the Boards, including the Independent Trustees, of the
Current Funds approved a distribution policy and related plan with
respect to the Current Funds' common shares (the ``Plan'') and
determined that such Plan is consistent with the Current Funds'
investment objectives and in the best interests of the Current Funds'
common shareholders.
    4. Applicants state that the purpose of the Plan of each Current
Fund is to permit the Current Fund to distribute over the course of
each year, through periodic distributions as nearly equal as
practicable and any required special distributions, an amount closely
approximating the total taxable income of the Current Fund during such
year and, if so determined by its Board, all or a portion of the
returns of capital paid by portfolio companies to the Current Fund
during such year. Applicants represent that each Current Fund would
distribute to its common shareholders a fixed monthly percentage of the
market price of the Current Fund's common shares at a particular point
in time or a fixed monthly percentage of NAV at a particular time or a
fixed monthly amount under the Plan, any of which may be adjusted from
time to time. Applicants state that the minimum annual distribution
rate

[[Page 7501]]

with respect to a Current Fund's common shares under the Plan would be
independent of the Current Fund's performance during any particular
period but would be expected to correlate with the Current Fund's
performance over time. Applicants explain that except for extraordinary
distributions and potential increases or decreases in the final
distribution periods in light of the Current Funds' performance for the
entire calendar year and to enable the Current Funds to comply with the
distribution requirements of subchapter M of the Internal Revenue Code
of 1986 (the ``Code'') for the calendar year, each distribution on the
common shares would be at the stated rate then in effect.
    5. Applicants represent that the Board of each Current Fund adopted
policies and procedures under rule 38a-1 under the Act that are
reasonably designed to ensure that all notices required to be sent to
the Current Fund's shareholders pursuant to section 19(a) of the Act,
rule 19a-1 under the Act and condition IV (``19(a) Notices'') comply
with condition II below, and that all other written communications by a
Current Fund or its agents regarding distributions under the Plan
include the disclosure required by condition III below. Applicants
state that the Board of each Current Fund also adopted policies and
procedures that require the Current Fund to keep records that
demonstrate the Current Fund's compliance with all of the conditions of
the requested order and that are necessary for each Current Fund to
form the basis for, or demonstrate the calculation of, the amounts
disclosed in its 19(a) Notices.

Applicants' Legal Analysis

    1. Section 19(b) generally makes it unlawful for any registered
investment company to make long-term capital gains distributions more
than once each year. Rule 19b-1 limits the number of capital gains
dividends, as defined in section 852(b)(3)(C) of the Code
(``distributions''), that a fund may make with respect to any one
taxable year to one, plus a supplemental ``clean up'' distribution made
pursuant to section 855 of the Code not exceeding 10% of the aggregate
amount distributed for the year, plus one additional capital gain
dividend made in whole or in part to avoid the excise tax under section
4982 of the Code.
    2. Section 6(c) provides that the Commission may, by order upon
application, conditionally or unconditionally exempt any person,
security, or transaction, or any class or classes of persons,
securities or transactions, from any provision of the Act, if and to
the extent that the exemption is necessary or appropriate in the public
interest and consistent with the protection of investors and the
purposes fairly intended by the policy and provisions of the Act.
    3. Applicants state that the one of the concerns underlying section
19(b) and rule 19b-1 is that shareholders might be unable to
distinguish between frequent distributions of capital gains and
dividends from investment income. Applicants state, however, that rule
19a-1 effectively addresses this concern by requiring that a separate
statement showing the sources of a distribution (e.g., estimated net
income, net short-term capital gains, net long-term capital gains and/
or return of capital) accompany distributions (or the confirmation of
the reinvestment of distributions) estimated to be sourced in part from
capital gains or capital. Applicants state that the same information is
included in the Current Funds' annual reports to shareholders and IRS
Form 1099-DIV, which is sent to each common and preferred shareholder
who received distributions during a particular year.
    4. Applicants further state that each Fund will make the additional
disclosures required by the conditions set forth below, and the Current
Funds have adopted compliance policies and procedures in accordance
with rule 38a-1 to ensure that all required 19(a) Notices and
disclosures are sent to shareholders. Applicants argue that by
providing the information required by section 19(a) and rule 19a-1, and
by complying with the Plans or the distribution policy and related plan
adopted by a Fund, the conditions in Section V. below and the
compliance policy and procedures, each Fund's shareholders would be
provided sufficient information to understand that their periodic
distributions are not tied to the Fund's net investment income (which
for this purpose is the Fund's taxable income other than from capital
gains) and realized capital gains to date, and may not represent yield
or investment return. Applicants also state that each Fund's compliance
procedures and condition III set forth below will ensure that
prospective shareholders and third parties are provided with the same
information. Accordingly, applicants assert that continuing to subject
the Funds to section 19(b) and rule 19b-1 would afford shareholders no
extra protection.
    5. Applicants note that section 19(b) and rule 19b-1 also were
intended to prevent certain improper sales practices including, in
particular, the practice of urging an investor to purchase shares of a
fund on the basis of an upcoming capital gains dividend (``selling the
dividend''), where the dividend would result in an immediate
corresponding reduction in NAV and would be in effect a taxable return
of the investor's capital. Applicants assert that the ``selling the
dividend'' concern should not apply to closed-end investment companies,
such as the Funds, which do not continuously distribute shares.
According to applicants, if the underlying concern extends to secondary
market purchases of shares of a closed-end fund that is subject to a
large upcoming capital gains distribution, adoption of a periodic
distribution plan actually helps minimize the concern by avoiding,
through periodic distributions, any buildup of large end-of-the-year
distributions.
    6. Applicants also note that common shares of closed-end funds that
invest primarily in equity securities often trade in the marketplace at
a discount to the funds' NAV. Applicants believe that this discount may
be reduced for the Funds if they are permitted to pay relatively
frequent dividends on their common shares at a consistent rate, whether
or not those dividends contain an element of long-term capital gain.
    7. Applicants assert that the application of rule 19b-1 to a Plan
or a distribution policy and related plan adopted by a Fund actually
could have an undesirable influence on portfolio management decisions.
Applicants state that, in the absence of an exemption from rule 19b-1,
the implementation of a periodic distribution plan imposes pressure on
management (i) not to realize any net long-term capital gains until the
point in the year that the fund can pay all of its remaining
distributions in accordance with rule 19b-1, and (ii) not to realize
any long-term capital gains during any particular year in excess of the
amount of the aggregate pay-out for the year (since as a practical
matter excess gains must be distributed and accordingly would not be
available to satisfy pay-out requirements in following years),
notwithstanding that purely investment considerations might favor
realization of long-term gains at different times or in different
amounts. Applicants thus assert that the limitation on the number of
capital gains distributions that a fund may make with respect to any
one year imposed by rule 19b-1, may prevent the efficient operation of
a periodic distribution plan whenever that fund's realized net long-
term capital gains in any year exceed the total of the periodic

[[Page 7502]]

distributions that may include such capital gains under the rule.
    8. In addition, Applicants assert that rule 19b-1 may cause fixed
regular periodic distributions under a periodic distribution plan to be
funded with returns of capital \2\ (to the extent net investment income
and realized short-term capital gains are insufficient to fund the
distribution), even though realized net long-term capital gains
otherwise could be available. To distribute all of a fund's long-term
capital gains within the limits in rule 19b-1, a fund may be required
to make total distributions in excess of the annual amount called for
by its periodic distribution plan, or to retain and pay taxes on the
excess amount. Applicants thus assert that the requested order would
minimize these effects of rule 19b-1 by enabling the Funds to realize
long-term capital gains as often as investment considerations dictate
without fear of violating rule 19b-1.
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    \2\ Returns of capital as used in the application means return
of capital for financial accounting purposes and not for tax
accounting purposes.
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    9. Applicants state that Revenue Ruling 89-81 under the Code
requires that a fund that has both common shares and preferred shares
outstanding designate the types of income, e.g., investment income and
capital gains, in the same proportion as the total distributions
distributed to each class for the tax year. To satisfy the
proportionate designation requirements of Revenue Ruling 89-81,
whenever a fund has realized a long-term capital gain with respect to a
given tax year, the fund must designate the required proportionate
share of such capital gain to be included in common and preferred share
dividends. Applicants state that although rule 19b-1 allows a fund some
flexibility with respect to the frequency of capital gains
distributions, a fund might use all of the exceptions available under
the rule for a tax year and still need to distribute additional capital
gains allocated to the preferred shares to comply with Revenue Ruling
89-81.
    10. Applicants assert that the potential abuses addressed by
section 19(b) and rule 19b-1 do not arise with respect to preferred
shares issued by a closed-end fund. Applicants assert that such
distributions are fixed or determined in periodic auctions by reference
to short-term interest rates rather than by reference to performance of
the issuer and Revenue Ruling 89-81 determines the proportion of such
distributions that are comprised of the long-term capital gains.
    11. Applicants also submit that the ``selling the dividend''
concern is not applicable to preferred shares, which entitles a holder
to no more than a periodic dividend at a fixed rate or the rate
determined by the market, and, like debt securities, are priced based
upon their liquidation value, dividend rate, credit quality, and
frequency of payment. Applicants state that investors buy preferred
shares for the purpose of receiving payments at the frequency bargained
for, and do not expect the liquidation value of their shares to change.
    12. Applicants request an order pursuant to section 6(c) granting
an exemption from section 19(b) and rule 19b-1 to permit each Fund to
make periodic long-term capital gains distributions (as described in
section 852(b)(3)(C) of the Code) as often as monthly in any one
taxable year in respect of its common shares and as often as specified
by or determined in accordance with the terms thereof in respect of the
Fund's preferred shares.\3\
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    \3\ Applicants state that a future Fund that relies on the
requested order will satisfy each of the representations in the
application except that such representations will be made in respect
of actions by the board of trustees of such future Fund and will be
made at a future time.
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Applicants' Conditions

    Applicants agree that any order of the Commission granting the
requested relief will be subject to the following conditions:
    I. Compliance Review and Reporting: Each Fund's chief compliance
officer will: (a) report to the Fund's Board, no less frequently than
once every three months or at the next regularly scheduled quarterly
Board meeting, whether (i) the Fund and its Investment Adviser have
complied with the conditions of the order, and (ii) a material
compliance matter (as defined in rule 38a-1(e)(2) under the Act) has
occurred with respect to compliance with such conditions; and (b)
review the adequacy of the policies and procedures adopted by the Board
no less frequently than annually.

II. Disclosures to Fund Shareholders

    A. Each 19(a) Notice disseminated to the holders of the Fund's
common shares, in addition to the information required by section 19(a)
and rule 19a-1:
    1. will provide, in a tabular or graphical format:
    (a) the amount of the distribution, on a per share basis, together
with the amounts of such distribution amount, on a per share basis and
as a percentage of such distribution amount, from estimated: (A) Net
investment income; (B) net realized short-term capital gains; (C) net
realized long-term capital gains; and (D) return of capital or other
capital source;
    (b) the fiscal year-to-date cumulative amount of distributions, on
a per share basis, together with the amounts of such cumulative amount,
on a per share basis and as a percentage of such cumulative amount of
distributions, from estimated: (A) Net investment income; (B) net
realized short-term capital gains; (C) net realized long-term capital
gains; and (D) return of capital or other capital source;
    (c) the average annual total return in relation to the change in
NAV for the 5-year period (or, if the Fund's history of operations is
less than five years, the time period commencing immediately following
the Fund's first public offering) ending on the last day of the month
ended immediately prior to the most recent distribution record date
compared to the current fiscal period's annualized distribution rate
expressed as a percentage of NAV as of the last day of the month prior
to the most recent distribution record date; and
    (d) the cumulative total return in relation to the change in NAV
from the last completed fiscal year to the last day of the month prior
to the most recent distribution record date compared to the fiscal
year-to-date cumulative distribution rate expressed as a percentage of
NAV as of the last day of the month prior to the most recent
distribution record date.
    Such disclosure shall be made in a type size at least as large and
as prominent as the estimate of the sources of the current
distribution; and
    2. will include the following disclosure:
    (a) ``You should not draw any conclusions about the Fund's
investment performance from the amount of this distribution or from the
terms of the Fund's Plan'';
    (b) ``The Fund estimates that it has distributed more than its
income and net realized capital gains; therefore, a portion of your
distribution may be a return of capital. A return of capital may occur,
for example, when some or all of the money that you invested in the
Fund is paid back to you. A return of capital distribution does not
necessarily reflect the Fund's investment performance and should not be
confused with `yield' or `income' '';\4\ and
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    \4\ The disclosure in this condition II.A.2.(b) will be included
only if the current distribution or the fiscal year-to-date
cumulative distributions are estimated to include a return of
capital.
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    (c) ``The amounts and sources of distributions reported in this
19(a) Notice are only estimates and are not being provided for tax
reporting

[[Page 7503]]

purposes. The actual amounts and sources of the amounts for [accounting
and] tax reporting purposes will depend upon the Fund's investment
experience during the remainder of its fiscal year and may be subject
to changes based on tax regulations. The Fund will send you a Form
1099-DIV for the calendar year that will tell you how to report these
distributions for federal income tax purposes.'' Such disclosure shall
be made in a type size at least as large as and as prominent as any
other information in the 19(a) Notice and placed on the same page in
close proximity to the amount and the sources of the distribution;
    B. On the inside front cover of each report to shareholders under
rule 30e-1 under the Act, the Fund will:
    1. describe the terms of the Plan (including the fixed amount or
fixed percentage of the distributions and the frequency of the
distributions);
    2. include the disclosure required by condition II.A.2.a above;
    3. state, if applicable, that the Plan provides that the Board may
amend or terminate the Plan at any time without prior notice to Fund
shareholders; and
    4. describe any reasonably foreseeable circumstances that might
cause the Fund to terminate the Plan and any reasonably foreseeable
consequences of such termination.
    C. Each report provided to shareholders under rule 30e-1 under the
Act and each prospectus filed with the Commission on Form N-2 under the
Act, will provide the Fund's total return in relation to changes in NAV
in the financial highlights table and in any discussion about the
Fund's total return.

III. Disclosure to Shareholders, Prospective Shareholders and Third
Parties

    A. Each Fund will include the information contained in the relevant
19(a) Notice, including the disclosure required by condition II.A.2
above, in any written communication (other than a communication on Form
1099) about the Plan or distributions under the Plan by the Fund, or
agents that the Fund has authorized to make such communication on the
Fund's behalf, to any Fund common shareholder, prospective common
shareholder or third-party information provider;
    B. Each Fund will issue, contemporaneously with the issuance of any
19(a) Notice, a press release containing the information in the 19(a)
Notice and file with the Commission the information contained in such
19(a) Notice, including the disclosure required by condition II.A.2
above, as an exhibit to its next filed Form N-CSR; and
    C. Each Fund will post prominently a statement on its (or the
Investment Adviser's) web site containing the information in each 19(a)
Notice, including the disclosure required by condition II.A.2 above,
and will maintain such information on such web site for at least 24
months.
    IV.  Delivery of 19(a) Notices to Beneficial Owners: If a broker,
dealer, bank or other person (``financial intermediary'') holds common
shares issued by a Fund in nominee name, or otherwise, on behalf of a
beneficial owner, the Fund: (a) Will request that the financial
intermediary, or its agent, forward the 19(a) Notice to all beneficial
owners of the Fund's shares held through such financial intermediary;
(b) will provide, in a timely manner, to the financial intermediary, or
its agent, enough copies of the 19(a) Notice assembled in the form and
at the place that the financial intermediary, or its agent, reasonably
requests to facilitate the financial intermediary's sending of the
19(a) Notice to each beneficial owner of the Fund's shares; and (c)
upon the request of any financial intermediary, or its agent, that
receives copies of the 19(a) Notice, will pay the financial
intermediary, or its agent, the reasonable expenses of sending the
19(a) Notice to such beneficial owners.
    V. Special Board Review for Funds Whose Common Shares Trade at a
Premium: If:
    A. a Fund's common shares have traded on the stock exchange that
they primarily trade on at the time in question at an average premium
to NAV equal to or greater than 10%, as determined on the basis of the
average of the discount or premium to NAV of the Fund's common shares
as of the close of each trading day over a 12-week rolling period (each
such 12-week rolling period ending on the last trading day of each
week); and
    B. the Fund's annualized distribution rate for such 12-week rolling
period expressed as a percentage of NAV as of the ending date of such
12-week rolling period is greater than the Fund's average annual total
return in relation to the change in NAV over the 2-year period ending
on the last day of such 12-week rolling period; then:
    1. At the earlier of the next regularly scheduled meeting or within
four months of the last day of such 12-week rolling period, the Board
including a majority of the Independent Trustees:
    (a) Will request and evaluate, and the Fund's Investment Adviser
will furnish, such information as may be reasonably necessary to make
an informed determination of whether the Plan should be continued or
continued after amendment;
    (b) will determine whether continuation, or continuation after
amendment, of the Plan is consistent with the Fund's investment
objective(s) and policies and is in the best interests of the Fund and
its shareholders, after considering the information in condition
V.B.1.a above; including, without limitation:
    (1) Whether the Plan is accomplishing its purpose(s);
    (2) the reasonably foreseeable material effects of the Plan on the
Fund's long-term total return in relation to the market price and NAV
of the Fund's common shares; and
    (3) the Fund's current distribution rate, as described in condition
V.B above, compared to the Fund's average annual taxable income or
total return over the 2-year period, as described in condition V.B, or
such longer period as the Board deems appropriate; and
    (c) based upon that determination, will approve or disapprove the
continuation, or continuation after amendment, of the Plan; and
    2. The Board will record the information considered by it,
including its consideration of the factors listed in condition V.B.1.b
above, and the basis for its approval or disapproval of the
continuation, or continuation after amendment, of the Plan in its
meeting minutes, which must be made and preserved for a period of not
less than six years from the date of such meeting, the first two years
in an easily accessible place.
    VI. Public Offerings: A Fund will not make a public offering of the
Fund's common shares other than:
    A. a rights offering below NAV to holders of the Fund's common
shares;
    B. an offering in connection with a dividend reinvestment plan,
merger, consolidation, acquisition, spin-off or reorganization of the
Fund; or
    C. an offering other than an offering described in conditions VI.A
and VI.B above, provided that, with respect to such other offering:
    1. the Fund's average annual distribution rate for the six months
ending on the last day of the month ended immediately prior to the most
recent distribution record date,\5\ expressed as a percentage of NAV as
of such date, is no more than 1 percentage point greater than the
Fund's average

[[Page 7504]]

annual total return for the 5-year period ending on such date;\6\ and
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    \5\ If the Fund has been in operation fewer than six months, the
measured period will begin immediately following the Fund's first
public offering.
    \6\ If the Fund has been in operation fewer than five years, the
measured period will begin immediately following the Fund's first
public offering.
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    2. the transmittal letter accompanying any registration statement
filed with the Commission in connection with such offering discloses
that the Fund has received an order under section 19(b) to permit it to
make periodic distributions of long-term capital gains with respect to
its common shares as frequently as twelve times each year, and as
frequently as distributions are specified in accordance with the terms
of any outstanding preferred shares as such Fund may issue.
    VIII. Amendments to Rule 19b-1: The requested order will expire on
the effective date of any amendments to rule 19b-1 that provide relief
permitting certain closed-end investment companies to make periodic
distributions of long-term capital gains with respect to their
outstanding common shares as frequently as twelve times each year.
    For the Commission, by the Division of Investment Management, under
delegated authority.

Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-3232 Filed 2-13-09; 8:45 am]

BILLING CODE 8011-01-P
