[Congressional Bills 109th Congress]
[From the U.S. Government Publishing Office]
[H.R. 2990 Referred in Senate (RFS)]


109th CONGRESS
  2d Session
                                H. R. 2990


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                             July 13, 2006

Received; read twice and referred to the Committee on Banking, Housing, 
                           and Urban Affairs

_______________________________________________________________________

                                 AN ACT


 
To improve ratings quality by fostering competition, transparency, and 
          accountability in the credit rating agency industry.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE; REFERENCES.

    (a) Short Title.--This Act may be cited as the ``Credit Rating 
Agency Duopoly Relief Act of 2006''.
    (b) References.--Except as otherwise expressly provided, whenever 
in this Act an amendment or repeal is expressed in terms of an 
amendment to, or repeal of, a section or other provision, the reference 
shall be considered to be made to a section or other provision of the 
Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.).

SEC. 2. FINDINGS.

    Upon the basis of facts disclosed by the record and report of the 
Securities and Exchange Commission made pursuant to section 702 of the 
Sarbanes-Oxley Act of 2002 (116 Stat. 797), hearings before the House 
Committee on Financial Services during the 108th and 109th Congresses, 
comment letters to the concept releases and proposed rules of the 
Securities and Exchange Commission, and facts otherwise disclosed and 
ascertained, the Congress finds that--
            (1) credit rating agencies are of national concern, in 
        that, among other things--
                    (A) their ratings, publications, writings, 
                analyses, and reports are furnished and distributed, 
                and their contracts, subscription agreements, and other 
                arrangements with clients are negotiated and performed, 
                by the use of the mails and means and instrumentalities 
                of interstate commerce;
                    (B) their ratings, publications, writings, 
                analyses, and reports customarily relate to the 
                purchase and sale of securities traded on securities 
                exchanges and in interstate over-the-counter markets, 
                securities issued by companies engaged in business in 
                interstate commerce, and securities issued by national 
                banks and member banks of the Federal Reserve System;
                    (C) the foregoing transactions occur in such volume 
                as substantially to affect interstate commerce, and 
                securities markets, the national banking system, and 
                the national economy; and
                    (D) their regulation serves the compelling interest 
                of investor protection; and
            (2) the Securities and Exchange Commission--
                    (A) has, through its staff designation of certain 
                credit rating agencies as nationally recognized 
                statistical rating organizations, created an artificial 
                barrier to entry for new participants; and
                    (B) would, in its latest proposed rule defining 
                nationally recognized statistical rating organizations, 
                codify and strengthen this barrier.

SEC. 3. DEFINITIONS.

    Section 3(a) (15 U.S.C. 78c(a)) is amended by adding at the end the 
following new paragraphs:
            ``(60) Credit rating.--The term `credit rating' means an 
        assessment of the creditworthiness of an obligor as an entity 
        or with respect to specific securities or money market 
        instruments.
            ``(61) Credit rating agency.--The term `credit rating 
        agency' means any person--
                    ``(A) engaged in the business of issuing credit 
                ratings on the Internet or through another readily 
                accessible means, for free or for a reasonable fee but 
                does not include a commercial credit reporting company;
                    ``(B) employing either a quantitative or 
                qualitative model, or both, to determine credit 
                ratings; and
                    ``(C) receiving fees from either issuers, 
                investors, or other market participants, or a 
                combination thereof.
            ``(62) Nationally recognized statistical rating 
        organization or nrsro.--The term `nationally recognized 
        statistical rating organization' means a credit rating agency 
        that--
                    ``(A) has been in business as a credit rating 
                agency for at least the past 3 consecutive years; and
                    ``(B) is registered under section 15E.
            ``(63) Person associated with a nationally recognized 
        statistical rating organization.--The term `person associated 
        with a nationally recognized statistical rating organization' 
        means any partner, officer, director, or branch manager of such 
        nationally recognized statistical rating organization (or any 
        person occupying a similar status or performing similar 
        functions), any person directly or indirectly controlling, 
        controlled by, or under common control with such nationally 
        recognized statistical rating organization, or any employee of 
        such nationally recognized statistical rating organization.''.

SEC. 4. REGISTRATION OF NATIONALLY RECOGNIZED STATISTICAL RATING 
              ORGANIZATIONS.

    (a) Amendment.--The Securities Exchange Act of 1934 is amended by 
inserting after section 15D (15 U.S.C. 78o-6) the following new 
section:

``SEC. 15E. REGISTRATION OF NATIONALLY RECOGNIZED STATISTICAL RATING 
              ORGANIZATIONS.

    ``(a) Registration Procedures.--
            ``(1) Furnishing of application form.--A credit rating 
        agency that elects to be treated as a nationally recognized 
        statistical rating organization for the purposes of Federal 
        statutes, rules, and regulations may be registered by 
        furnishing to the Commission an application for registration in 
        such form and containing such of the following and any other 
        information and documents concerning such organization and any 
        persons associated with such organization as the Commission, by 
        rule, may prescribe as necessary or appropriate in the public 
        interest or for the protection of investors:
                    ``(A) any conflicts of interest relating to the 
                issuance of credit ratings by a nationally recognized 
                statistical rating organization;
                    ``(B) the procedures and methodologies such 
                nationally recognized statistical rating organization 
                uses in determining credit ratings;
                    ``(C) credit ratings performance measurement 
                statistics over short-term, mid-term, and long-term 
                periods (as applicable) of such nationally recognized 
                statistical rating organization;
                    ``(D) policies or procedures adopted and 
                implemented by such nationally recognized statistical 
                rating organization to prevent the misuse in violation 
                of this title (or the rules and regulations thereunder) 
                of material, non-public information; and
                    ``(E) the organizational structure of such 
                nationally recognized statistical rating organization.
            ``(2) Review of application.--
                    ``(A) Initial determination.--Within 90 days of the 
                date of the furnishing of such application (or within 
                such longer period as to which the applicant consents) 
                the Commission shall--
                            ``(i) by order grant such registration; or
                            ``(ii) institute proceedings to determine 
                        whether registration should be denied.
                    ``(B) Conduct of proceedings.--Such proceedings 
                shall include notice of the grounds for denial under 
                consideration and opportunity for hearing and shall be 
                concluded within 120 days of the date of the furnishing 
                of the application for registration. At the conclusion 
                of such proceedings the Commission, by order, shall 
                grant or deny such registration. The Commission may 
                extend the time for conclusion of such proceedings for 
                up to 90 days if it finds good cause for such extension 
                and publishes its reasons for so finding or for such 
                longer period as to which the applicant consents.
                    ``(C) Grounds for decision.--The Commission shall 
                grant such registration if the Commission finds that 
                the requirements of this section are satisfied. The 
                Commission shall deny such registration if it does not 
                make such a finding or if it finds that if the 
                applicant were so registered, its registration would be 
                subject to suspension or revocation under subsection 
                (d).
            ``(3) Public availability of information.--Subject to 
        section 24, the Commission, by rule, shall require a nationally 
        recognized statistical rating organization, upon the granting 
        of registration under this section, to make the information and 
        documents furnished to the Commission in its application for 
        registration, or in any amendment furnished under subsection 
        (b)(1) or (2), publicly available on its website or through 
        another comparable readily accessible means.
    ``(b) Update of Registration.--
            ``(1) Update.--Each nationally recognized statistical 
        rating organization shall promptly amend its application for 
        registration under this section if any information or documents 
        provided therein become materially inaccurate, except that a 
        nationally recognized statistical rating organization is not 
        required to amend the information required to be furnished 
        under subsection (a)(1)(C) by an amendment furnished under this 
        paragraph, but shall amend such information in such 
        organization's annual amendment furnished under paragraph (2) 
        of this subsection.
            ``(2) Certification.--Not later than 90 days after the end 
        of each calendar year, each nationally recognized statistical 
        rating organization shall furnish to the Commission an 
        amendment to its registration, in such form as the Commission, 
        by rule, may prescribe as necessary or appropriate in the 
        public interest or for the protection of investors--
                    ``(A) certifying that the information and documents 
                in the application for registration of such nationally 
                recognized statistical rating organization continue to 
                be accurate; and
                    ``(B) listing any material changes that occurred to 
                such information or documents during the previous 
                calendar year.
    ``(c) Accountability for Ratings Procedures.--
            ``(1) Authority.--The Commission shall have the authority 
        under this Act to take action against any nationally recognized 
        statistical rating organization if such nationally recognized 
        statistical rating organization issues credit ratings in 
        contravention of those procedures, criteria, and methodologies 
        that such nationally recognized statistical rating 
        organization--
                    ``(A) includes in its application for registration 
                under this section; or
                    ``(B) makes and disseminates in reports pursuant to 
                section 17(a) or the rules and regulations thereunder.
            ``(2) Limitation.--The rules and regulations applicable to 
        nationally recognized statistical rating organizations the 
        Commission may prescribe pursuant to this Act shall be narrowly 
        tailored to meet the requirements of this Act applicable to 
        nationally recognized statistical rating organizations and 
        shall not purport to regulate the substance of credit ratings 
        or the procedures and methodologies by which such nationally 
        recognized statistical rating organizations determine credit 
        ratings.
    ``(d) Censure, Denial, or Suspension of Registration; Notice and 
Hearing.--The Commission, by order, shall censure, place limitations on 
the activities, functions, or operations of, suspend for a period not 
exceeding 12 months, or revoke the registration of any nationally 
recognized statistical rating organization if the Commission finds, on 
the record after notice and opportunity for hearing, that such censure, 
placing of limitations, suspension, or revocation is in the public 
interest and that such nationally recognized statistical rating 
organization, or any person associated with such nationally recognized 
statistical rating organization, whether prior to or subsequent to 
becoming so associated--
            ``(1) has committed or omitted any act, or is subject to an 
        order or finding, enumerated in subparagraph (A), (D), (E), 
        (H), or (G) of paragraph (4) of section 15(b), has been 
        convicted of any offense specified in subparagraph (B) of such 
        paragraph (4) within 10 years of the commencement of the 
        proceedings under this subsection, or is enjoined from any 
        action, conduct, or practice specified in subparagraph (C) of 
        such paragraph (4);
            ``(2) has been convicted during the 10-year period 
        preceding the date of furnishing any application for 
        registration, or at any time thereafter, of--
                    ``(A) any crime that is punishable by imprisonment 
                for 1 or more years, and that is not described in 
                section 15(b)(4)(B); or
                    ``(B) a substantially equivalent crime by a foreign 
                court of competent jurisdiction; or
            ``(3) is subject to any order of the Commission barring or 
        suspending the right of the person to be associated with a 
        nationally recognized statistical rating organization.
    ``(e) Withdrawal From Registration.--A nationally recognized 
statistical rating organization registered under this section may, upon 
such terms and conditions as the Commission may establish as necessary 
in the public interest or for the protection of investors, withdraw 
from registration by furnishing a written notice of withdrawal to the 
Commission. If the Commission finds that any nationally recognized 
statistical rating organization is no longer in existence or has ceased 
to do business as a credit rating agency, the Commission, by order, 
shall cancel the registration of such nationally recognized statistical 
rating organization.
    ``(f) Representations.--
            ``(1) Representations of sponsorship by united states or 
        agency thereof.--It shall be unlawful for any nationally 
        recognized statistical rating organization registered under 
        this section to represent or imply in any manner whatsoever 
        that such nationally recognized statistical rating organization 
        has been designated, sponsored, recommended, or approved, or 
        that such nationally recognized statistical rating 
        organization's abilities or qualifications have in any respect 
        been passed upon, by the United States or any agency, any 
        officer, or any employee thereof.
            ``(2) Representation as nrsro of unregistered credit rating 
        agencies.--It shall be unlawful for any credit rating agency to 
        represent or imply in any manner whatsoever that such credit 
        rating agency has been designated, sponsored, recommended, or 
        approved, or that such credit rating agency's abilities or 
        qualifications have in any respect been passed upon, by the 
        United States or any agency, any officer, or any employee 
        thereof. It shall be unlawful for any credit rating agency that 
        is not registered under this section as a nationally recognized 
        statistical rating organization to state that such credit 
        rating agency is a nationally recognized statistical rating 
        organization under this Act.
            ``(3) Statement of registration under securities exchange 
        act of 1934 provisions.--No provision of paragraph (1) shall be 
        construed to prohibit a statement that a nationally recognized 
        statistical rating organization is a nationally recognized 
        statistical rating organization under this Act, if such 
        statement is true in fact and if the effect of such 
        registration is not misrepresented.
    ``(g) Prevention of Misuse of Nonpublic Information.--Each 
nationally recognized statistical rating organization shall establish, 
maintain, and enforce written policies and procedures reasonably 
designed, taking into consideration the nature of such nationally 
recognized statistical rating organization's business, to prevent the 
misuse in violation of this title, or the rules or regulations 
thereunder, of material, nonpublic information by such nationally 
recognized statistical rating organization or any person associated 
with such nationally recognized statistical rating organization. The 
Commission, as it deems necessary or appropriate in the public interest 
or for the protection of investors, shall adopt rules or regulations to 
require specific policies or procedures reasonably designed to prevent 
misuse in violation of this title (or the rules or regulations 
thereunder) of material, nonpublic information.
    ``(h) Management of Conflicts of Interest.--Each nationally 
recognized statistical rating organization shall establish, maintain, 
and enforce written policies and procedures reasonably designed, taking 
into consideration the nature of the business of such nationally 
recognized statistical rating organization and affiliated persons and 
affiliated companies of such nationally recognized statistical rating 
organization, to address and manage the conflicts of interest that can 
arise from such business. The Commission, as it deems necessary or 
appropriate in the public interest or for the protection of investors, 
shall adopt rules or regulations to prohibit, or require the management 
or disclosure of, any conflicts of interest relating to the issuance of 
credit ratings by a nationally recognized statistical rating 
organization including, without limitation, conflicts of interest 
relating to--
            ``(1) the manner in which a nationally recognized 
        statistical rating organization is compensated by the obligor, 
        or any affiliate of the obligor, for issuing credit ratings or 
        providing related services;
            ``(2) the provision of consulting, advisory, or other 
        services by a nationally recognized statistical rating 
        organization, or any person associated with such nationally 
        recognized statistical rating organization, to the obligor, or 
        any affiliate of the obligor;
            ``(3) business relationships, ownership interests, or any 
        other financial or personal interests between a nationally 
        recognized statistical rating organization, or any person 
        associated with such nationally recognized statistical rating 
        organization, and the obligor, or any affiliate of the obligor; 
        and
            ``(4) any affiliation of a nationally recognized 
        statistical rating organization, or any person associated with 
        such nationally recognized statistical rating organization, 
        with any person that underwrites the securities or money market 
        instruments that are the subject of a credit rating.
    ``(i) Prohibited Conduct.--
            ``(1) Prohibited acts and practices.--The Commission may 
        adopt rules or regulations to prohibit any act or practice 
        relating to the issuance of credit ratings by a nationally 
        recognized statistical rating organization that the Commission 
        determines to be unfair, coercive, or abusive, including any 
        act or practice relating to--
                    ``(A) seeking payment for a credit rating that has 
                not been specifically requested by the obligor--
                            ``(i) from an obligor; or
                            ``(ii) from an affiliate of an obligor, 
                        unless--
                                    ``(I) the organization is organized 
                                under subsection (a)(1)(E) to receive 
                                fees from investors or other market 
                                participants, or a combination thereof; 
                                and
                                    ``(II) the affiliate is such an 
                                investor or participant;
                    ``(B) conditioning or threatening to condition the 
                issuance of a credit rating on the obligor's, or an 
                affiliate of the obligor's, purchase of other services 
                or products, including pre-credit rating assessment 
                products, of the nationally recognized statistical 
                rating organization or any person associated with such 
                nationally recognized statistical rating organization;
                    ``(C) lowering or threatening to lower a credit 
                rating on, or refusing to rate, securities or money 
                market instruments issued by an asset pool unless a 
                portion of the assets within such pool also is rated by 
                the nationally recognized statistical rating 
                organization;
                    ``(D) modifying or threatening to modify a credit 
                rating or otherwise departing from its adopted 
                systematic procedures and methodologies in determining 
                credit ratings, based on whether the obligor, or an 
                affiliate of the obligor, pays or will pay for the 
                credit rating or any other services or products of the 
                nationally recognized statistical rating organization 
                or any person associated with such nationally 
                recognized statistical rating organization.
            ``(2) Rule of construction.--Nothing in paragraph (1), or 
        in any rules or regulations adopted thereunder, shall be 
        construed to modify, impair, or supersede the operation of any 
        of the antitrust laws. For the purposes of the preceding 
        sentence, the term `antitrust laws' has the meaning given it in 
        the first section of the Clayton Act (15 U.S.C. 12), except 
        that such term includes section 5 of the Federal Trade 
        Commission Act (15 U.S.C. 45) to the extent such section 5 
        applies to unfair methods of competition.
    ``(j) Designation of Compliance Officer.--Each nationally 
recognized statistical rating organization shall designate an 
individual responsible for administering the policies and procedures 
that are required to be established pursuant to subsections (g) and 
(h), and for ensuring compliance with the securities laws and the rules 
and regulations thereunder, including those promulgated by the 
Commission pursuant to this section.
    ``(k) Statements of Financial Condition.--Each nationally 
recognized statistical rating organization shall, on a confidential 
basis, furnish to the Commission, at intervals determined by the 
Commission, such financial statements, certified (if required by the 
rules or regulations of the Commission) by an independent public 
accountant, and information concerning its financial condition as the 
Commission, by rule, may prescribe as necessary or appropriate in the 
public interest or for the protection of investors.
    ``(l) Elimination of Commission Staff's Designation Process for 
NRSRO's.--
            ``(1) Cessation of designation.--Within 30 days after the 
        enactment of the Credit Rating Agency Duopoly Relief Act of 
        2006, the Commission staff shall cease to designate persons and 
        companies as nationally recognized statistical rating 
        organizations, as that term is used under rule 15c3-1 of the 
        Commission's rules (17 CFR 240.15c3-1).
            ``(2) Prohibition on reliance on no-action relief.--The no-
        action relief that the Commission staff has granted with 
        respect to the designation of nationally recognized statistical 
        rating organizations, as that term is used under rule 15c3-1 of 
        the Commission's rules (17 CFR 240.15c3-1), shall be void and 
        of no force or effect.
            ``(3) Notice to other agencies.--Within 30 days after the 
        date of enactment of the Credit Rating Agency Duopoly Relief 
        Act of 2006, the Commission shall give notice to the Federal 
        agencies which employ the term `nationally recognized 
        statistical rating organization' (as that term is used under 
        rule 15c3-1 of the Commission's rules (17 CFR 240.15c3-1)) in 
        their rules and regulations regarding the actions undertaken 
        pursuant to this section.
            ``(4) Review of existing regulations.--Within 360 days 
        after the date of enactment of the Credit Rating Agency Duopoly 
        Relief Act of 2006, the Commission shall review its existing 
        rules and regulations which employ the term `nationally 
        recognized statistical rating organization' or `NRSRO' and 
        promulgate new or revised rules and regulations as the 
        Commission may prescribe as necessary or appropriate in the 
        public interest or for the protection of investors.''.
    (b) Conforming Amendments to the 1934 Act.--
            (1) Section 15(b)(4)(B)(ii) (15 U.S.C. 78o(b)(4)(B)(ii)) is 
        amended by inserting ``nationally recognized statistical rating 
        organization,'' after ``transfer agent,''.
            (2) Section 15(b)(4)(C) (15 U.S.C. 78o(b)(4)(C)) is amended 
        by inserting ``nationally recognized statistical rating 
        organization,'' after ``transfer agent,''.
            (3) Section 21B(a) (15 U.S.C. 78u-2(a)) is amended by 
        inserting ``15E,'' after ``15C,''.
    (c) Other Conforming Amendments.--
            (1) Section 2(a) of the Investment Company Act of 1940 (15 
        U.S.C. 80a-2(a)) is amended by adding at the end the following 
        new paragraph:
            ``(53) The term `credit rating agency' has the same meaning 
        as given in section 3 of the Securities Exchange Act of 
        1934.''.
            (2) Section 9(a)(1) of the Investment Company Act of 1940 
        (15 U.S.C. 80a-9(a)) is amended by inserting ``credit rating 
        agency,'' after ``transfer agent,''.
            (3) Section 9(a)(2) of the Investment Company Act of 1940 
        (15 U.S.C. 80a-9(a)) is amended by inserting ``credit rating 
        agency,'' after ``transfer agent,''.
            (4) Section 202(a) of the Investment Advisers Act of 1940 
        (15 U.S.C. 80b-2(a)) is amended by adding at the end the 
        following new paragraph:
            ``(28) The term `credit rating agency' has the same meaning 
        as given in section 3 of the Securities Exchange Act of 
        1934.''.
            (5) Section 203(e)(2)(B) of the Investment Advisers Act of 
        1940 (15 U.S.C. 80b-3(e)) is amended by inserting ``credit 
        rating agency,'' after ``transfer agent,''.
            (6) Section 203(e)(4) of the Investment Advisers Act of 
        1940 (15 U.S.C. 80b-3(e)) is amended by inserting ``credit 
        rating agency,'' after ``transfer agent,''.
            (7) Section 1319 of the Housing and Community Development 
        Act of 1992 (12 U.S.C. 4519) is amended by striking 
        ``effectively'' and all that follows through ``broker-dealers'' 
        and inserting ``that is a nationally recognized statistical 
        rating organization, as such term is defined in section 3(a) of 
        the Securities Exchange Act of 1934''.
            (8) Section 439 of the Higher Education Act of 1965 (20 
        U.S.C. 1087-2) is amended in subsection (r)(15)(A) by striking 
        ``means any entity recognized as such by the Securities and 
        Exchange Commission'' and inserting ``means any nationally 
        recognized statistical rating organization as that term is 
        defined under the Securities Exchange Act of 1934''.
            (9) Section 601(10) of title 23, United States Code, is 
        amended by striking ``identified by the Securities and Exchange 
        Commission as a Nationally Recognized Statistical Rating 
        Organization'' and inserting ``registered with the Securities 
        and Exchange Commission as a nationally recognized statistical 
        rating organization as that term is defined under the 
        Securities Exchange Act of 1934 (15 U.S.C. 78 et seq.)''.

SEC. 5. ANNUAL AND OTHER REPORTS.

    Section 17(a)(1) (15 U.S.C. 78q(a)(1)) is amended--
            (1) by inserting ``nationally recognized statistical rating 
        organization,'' after ``registered transfer agent,''; and
            (2) by adding at the end the following: ``Any report a 
        nationally recognized statistical rating organization may be 
        required by Commission rules under this paragraph to make and 
        disseminate to the Commission shall be deemed furnished to the 
        Commission.''.

SEC. 6. GAO STUDY AND REPORT REGARDING CONSOLIDATION OF CREDIT RATING 
              AGENCIES.

    (a) Study Required.--The Comptroller General of the United States 
shall conduct a study--
            (1) to identify--
                    (A) the factors that have led to the consolidation 
                of credit rating agencies;
                    (B) the present and future impact of the condition 
                described in subparagraph (A) on the securities 
                markets, both domestic and international; and
                    (C) solutions to any problems identified under 
                subparagraph (B), including ways to increase 
                competition and the number of firms capable of 
                providing credit rating services to large national and 
                multinational business organizations that are subject 
                to the securities laws;
            (2) of the problems, if any, faced by business 
        organizations that have resulted from limited competition among 
        credit rating agencies, including--
                    (A) higher costs;
                    (B) lower quality of services;
                    (C) anti-competitive practices;
                    (D) impairment of independence; and
                    (E) lack of choice; and
            (3) whether and to what extent Federal or State regulations 
        impede competition among credit rating agencies.
    (b) Consultation.--In planning and conducting the study under this 
section, the Comptroller General shall consult with--
            (1) the Securities and Exchange Commission;
            (2) the Department of Justice; and
            (3) any other public or private sector organization that 
        the Comptroller General considers appropriate.
    (c) Report Required.--Not later than 180 days after the date of 
enactment of this Act, the Comptroller General shall submit a report on 
the results of the study required by this section to the Committee on 
Banking, Housing, and Urban Affairs of the Senate and the Committee on 
Financial Services of the House of Representatives.

SEC. 7. EFFECTIVE DATE.

    The amendments made by sections 4 and 5 shall take effect on 
January 1, 2008, except as otherwise provided in paragraphs (1), (3), 
and (4) of subsection (l) of section 15E of the Securities Exchange Act 
of 1934 (as added by such amendments), and except that the Securities 
and Exchange Commission is authorized to prescribe rules and 
regulations to carry out such amendments beginning on the date of 
enactment of this Act.

            Passed the House of Representatives July 12, 2006.

            Attest:

                                                 KAREN L. HAAS,

                                                                 Clerk.