Schedule 14A Item 9

Independent Public Accountants

Overview

Item 9 applies to proxy solicitations by the registrant for

Annual election of directors by shareholders, or

Approval of registrant's auditor by shareholders

Requires disclosures about

Auditor for current year Item 9(a)
Auditor for prior year Item 9(b)
Auditor attendance at shareholder meeting Item 9(c)
Auditor resignation - replacement Item 9(d)
Audit fees Item 9(e)(1)
Audit-related fees Item 9(e)(2)
Tax fees Item 9(e)(3)
All other fees Item 9(e)(4)
Pre-approval policies and procedures Item 9(e)(5)
Use of part-time employees by auditor Item 9(e)(6)

Requires additional disclosures by investment companies

Investment adviser fees Item 9(e)(7)
Auditor independence Item 9(e)(8)

Item 9 Requirements General

Preamble - Scope

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 registrants accountant,

furnish the following information describing the registrants
relationship with its independent public accountant:

Item 9(a) Auditor for current year

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.

Item 9(b) Auditor for prior year

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.

Item 9(c) Auditor attendance at meeting

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.

Item 9(d) Auditor resignation - replacement

If during the registrants 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 registrants 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 reelection 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 registrants 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 (§229.304 of this chapter).

Item 9(e)(1) Audit fees

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 registrants annual financial statements and review of financial statements included in the registrants Form 10-Q (17 CFR 249.308a) or 10-QSB (17 CFR 249.308b) or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

Item 9(e)(2) Audit-related fees

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 registrants 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.

Item 9(e)(3) Tax fees

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.

Item 9(e)(4) All other fees

Disclose, under the caption , 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.

Item 9(e)(5) Pre-approval policies and procedures

(i) Disclose the audit committees pre-approval policies and procedures described in 17 CFR 210.2-01(c)(7)(i).
(ii) 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 17 CFR 210.2-01(c)(7)(i)(C).

Item 9(e)(6) Use of part-time employees by auditor

If greater than 50 percent, disclose the percentage of hours expended on the principal accountants engagement to audit the registrants financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountants full-time, permanent employees.

Item 9 Requirements Investment Company Only

Item 9(e)(7)

If the registrant is an investment company, disclose the aggregate non-audit fees billed by the registrants accountant for services rendered to the registrant, and to the registrants 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.

Item 9(e)(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 registrants 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 17 CFR 210.2-01(c)(7)(ii) is compatible with maintaining the principal accountants 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 registrants audit committee pursuant to 17 CFR 210.2-01(c)(7)(ii). 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 registrants audit committee pursuant to 17 CFR 210.2-01(c)(7)(ii).

Selected Precedent Disclosures

Prominent filers 2007

Best Buy Change in auditors
Citigroup

Nasdaq Stock Market

Complete Schedule 14A

Online versions

Paper versions

2007 CFR

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