204.01 General Instruction I to Form 10-K permits the filing of an abbreviated Form 10-K by certain wholly-owned subsidiaries of a reporting company. One of the conditions for the use of the abbreviated form is that all of the registrant’s equity securities must be held by a single person. A request to use the abbreviated form was received from a company that had a series of non-voting preferred stock held by 135 persons. All of the common stock was held by a single person. The company was permitted to use the abbreviated Form 10-K on the condition that the number of holders of the non-voting preferred remained below 500 and therefore did not necessitate registration of that class pursuant to Section 12(g) of the Exchange Act. [September 30, 2008]

204.02 For purposes of Form 10-K, Item 601(b)(10)(iii) of Regulation S-K requiring disclosure of remunerative contracts would apply to a deferred compensation plan entered into during the fiscal year, even though the officer/director retired during that fiscal year and no longer was an officer/director. [September 30, 2008]

204.03 A limited partnership, which offers securities on Form S-11 that goes effective on December 15th, does not commence selling efforts nor does it acquire properties or admit limited partners until after December 31st, the end of its fiscal year. Escrow is not broken until June 30th of its next fiscal year. Regardless of the fact that selling efforts began in the next fiscal year, the partnership should file a Form 10-K for the fiscal year in which the Form S-11 went effective. [September 30, 2008]

204.04 A calendar year Exchange Act company proposes to file a Form N-8A and become a registered management investment company prior to March 31, the due date for its Form 10-K. Its first N-CSR, which would satisfy both Investment Company Act and Exchange Act reporting obligations, will not be due until after the period ending June 30. The Division staff advised that the company should file the Form 10-K due March 31, even though the company will be an investment company as of that date, and a Form 10-Q for the period from January 1 through the date the Form N-8A is filed. [September 30, 2008]

204.05 A voluntary filer, which must indicate its voluntary status by checking the appropriate box on the Form 10-K cover page, seeks to indicate that it is “current” in its Exchange Act reporting. In doing so, it should not check the box on the cover page representing that it has filed all reports required by Section 13(a) or 15(d) required during the preceding 12 months and has been subject to such filing requirements for the past 90 days, as this would create confusion since the company has indicated that it is a voluntary filer. However, because this information can assist sellers in determining whether the company satisfies the current public information requirements of Rule 144(c), the company should add an explanatory note indicating, if correct, that it had filed all Exchange Act reports for the preceding 12 months. [September 30, 2008]

204.06 A publicly-traded REIT has a commonly used structure (called an UPREIT) in which the publicly traded corporation acts as general partner of a majority-owned limited partnership that holds and operates all of the properties. The executive officers of the corporation are also executive officers of the operating partnership. The compensation paid to those executives is for services provided to both entities (i.e., they are not separately compensated for their services to the operating partnership). Both entities report pursuant to Exchange Act obligations. Pursuant to General Instruction G(3), the corporation’s Form 10-K will forward incorporate its Regulation S-K Item 402 disclosure from its definitive proxy statement. The operating partnership does not file a proxy statement. Because the corporation’s and the operating partnership’s compensation are integrally related, the operating partnership may incorporate Part III information into its Form 10-K from the corporation’s definitive proxy statement. [September 30, 2008]

204.07. An amendment solely to correct the signature page of a Form 10-K by providing the previously omitted signatures of both the principal financial officer and the principal accounting officer does not require new signatures by the directors. [September 30, 2008]