• Rule 13d-1(c)
• Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form

with respect to the subject class of securities, and for any subsequent amendment containing information

which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for

the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject

to the liabilities of that section of the Act but shall be subject to all other provisions of the Act

(however, see the Notes).

(a) /_/ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) /_/ Bank as defined in section 3(s)(6) of the Act (15 U.S.C. 78c).

(c) /_/ Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

4. /_/ Investment company registered under section 8 of the Investment Company Act of 1940

(15 U.S.C. 80a-8).

(e) /X/ An investment adviser in accordance with s240.13d-1(b)(1)(ii)(E);

(f) /_/ An employee benefit plan or endowment fund in accordance with s240.13d-1(b)(1)(ii)(F);

(g) /_/ A parent holding company or control person in accordance with s240.13d-1(b)(ii)(G);

8. /_/ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act

(12 U.S.C. 1813);

9. /_/ A church plan that is excluded from the definition of an investment company under section 3c(14)

of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) /_/ Group, in accordance with s240.13d-1(b)(1)(ii)(J).

Provide the following information regarding the aggregate number and percentage of the class of securities

of the issuer identified in Item 1.

1. Amount Beneficially Owned:

3,788,600

2. Percent of Class:

10.4%

3. Number of shares as to which such person has:

1. Sole power to vote or to direct the vote:

1,080,400

2. Shared power to vote or to direct the vote:

0

3. Sole power to dispose or to direct the disposition of:

3,788,600

4. Shared power to dispose or to direct the disposition of:

Instruction: For computations regarding securities which represent a right to acquire an underlying security

see s240.13d(1).

If this statement is being filed to report the fact that as of the date hereof the reporting person has

ceased to be the beneficial owner of more than five percent of the class of securities, check the following /_/.

Instruction: Dissolution of a group requires a response to this item.

If any other person is known to have the right to receive or the power to direct the receipt of

dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be

included in response to this item and, if such interest relates to more than five percent of the class,

such person should be identified. A listing of the shareholders of an investment company registered

under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund

or endowment fund is not required.

If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under

Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a

parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit

stating the identification of the relevant subsidiary.

If a group has filed this schedule pursuant to s240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j)

and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group

has filed this schedule pursuant to s240.13d-1(c) or s240.13d(d), attach an exhibit stating the identity of each

member of the group.

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and

that all further filings with respect to transactions in the security reported on will be filed, if required, by members

of the group, in their individual capacity. See Item 5.

1. The following certification shall be included if the statement is filed pursuant to s240.13d-1(b):

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to

above were acquired and are held in the ordinary course of business and were not acquired

and are not held for the purpose of or with the effect of changing or influencing the control

of the issuer of the securities and were not acquired and are not held in connection with or

as a participant in any transaction having that purpose or effect.

 

2. The following certification shall be included if the statement is filed pursuant to s240.13d-1(c):

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth

in this statement is true, complete and correct.

The original statement shall be signed by each person on whose behalf the statement is filed

or his authorized representative. If the statement is signed on behalf of a person by his authorized representative

other than and executive officer or general partner of the filing person, evidence of the representative's

authority to sign on behalf of such person shall be filed with the statement, provided, however, that power

of attorney for this purpose which is already on file with the Commission may be incorporated by reference.

The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including

all exhibits. See s240.13d-7 for other parties for whom copies are to be sent.