TIDM49AF
RNS Number : 9287I
BBVA International Pref S.A
22 March 2010
BBVA International Preferred, S.A. Unipersonal
CUSIP: 05530RAB4
Record Date: April 4, 2010
Payment Date: April 19, 2010
Pursuant to Law 13/1985 as amended by Law 19/2003, 23/2005 and 4/2008, Royal
Decree 1065/2007 and article 59.q or 59.s of the Corporate Income Tax Regulation
approved by Royal Decree 1777/2004 of July 30, 2004, distributions received from
the above securities by a non-Spanish resident holder who does not act with
respect to such securities through a permanent establishment in Spain or by a
Spanish resident corporation (including a non-Spanish resident holder acting,
with respect to the securities, through a permanent establishment in Spain) will
not be subject either to the 19% Non-Resident Income Tax (NRIT) in Spain or to a
19% withholding rate on account of the Spanish Corporate Income Tax (CIT) unless
the non-Spanish resident holder, or the Spanish resident corporation, as the
case may be, fails to comply with the relevant tax residency certification
procedures as described below.
Participants requesting exemption from Spanish NRIT or from withholding on
account of Spanish CIT via DTC's Elective Dividend Service (EDS) are required to
provide beneficial owner information in support of their elections. The Issuer,
the Guarantor and the Fiscal and Paying Agent have arranged certain procedures
with DTC and Acupay System to facilitate the collection from participants of
such information concerning the identity and residence of beneficial owners of
the securities. Failure to certify via EDS, provide beneficial owner information
via Acupay, or to follow the required procedures, will result in 19% withholding
from the distribution payment.
Further information on Spanish withholding tax requirements can be found
starting on pages 1, 62, A-1 and B-1 of the Prospectus dated March 13, 2008 for
the Series C Preferred Securities, which can be downloaded
from www.acupaysystem.com/BBVAPreferred.
IMPORTANT: Participants that clear for downstream correspondents on an omnibus
basis are subject to revised operational requirements regarding entering
beneficial owner information into the Acupay System. To comply with Spanish tax
regulations and "Know Your Customer" policies mandated by the USA PATRIOT Act,
Participants may not enter beneficial owner information into the Acupay System
on behalf of their omnibus downstream correspondents. Omnibus downstream
correspondents are required to enter their beneficial owner client information
directly and Participants must confirm their downstream correspondents'
aggregate omnibus positions. Please read the following procedures carefully.
Participants requesting exemption from Spanish NRIT or from withholding on
account of Spanish CIT via DTC's Elective Dividend Service (EDS) are also
required to provide information concerning the identity and country of residence
of beneficial owners in the manner described below:
+----------------------------------------------------------------+--------+-----------------------+
| 1. | Beginning on |
| | April 5, 2010 |
| | (the first New |
| | York Business |
| | Day following |
| | the Record |
| | Date) and until |
| | 8 p.m. (New |
| | York time) on |
| | April 13, 2010 |
| | (the Standard |
| | Deadline), DTC |
| | participants |
| | must enter |
| | certain |
| | information |
| | into the Acupay |
| | System |
| | regarding the |
| | beneficial |
| | owners of the |
| | Series C |
| | Preferred |
| | Securities by |
| | completing |
| | these required |
| | steps: |
+----------------------------------------------------------------+--------------------------------+
| | A. | DTC |
| | | participants |
| | | must visit |
| | | the Acupay |
| | | System |
| | | website at |
| | | www.acupaysystem.com |
| | | and register (i) |
| | | their institution, |
| | | (ii) one or more |
| | | authorized employees |
| | | who will be |
| | | responsible for |
| | | making tax |
| | | certifications on |
| | | the behalf of the |
| | | DTC participant and |
| | | (iii) financial |
| | | intermediaries (i.e. |
| | | "downstream |
| | | correspondents") for |
| | | which the DTC |
| | | participants provide |
| | | clearing |
| | | arrangements on an |
| | | "omnibus" basis. If |
| | | the participant, its |
| | | downstream |
| | | correspondents, or |
| | | members of their |
| | | respective teams, |
| | | were previously |
| | | registered to use |
| | | the Acupay System |
| | | (for this or any |
| | | other securities |
| | | issue), there is no |
| | | need to register |
| | | again - their |
| | | existing login |
| | | details should still |
| | | work. |
+----------------------------------------------------------------+--------+-----------------------+
| | | NOTE: |
| | | DTC |
| | | participants |
| | | or their |
| | | downstream |
| | | correspondents |
| | | which are |
| | | located in |
| | | countries that |
| | | are not OECD |
| | | (Organisation |
| | | for Economic |
| | | Co-operation |
| | | and |
| | | Development) |
| | | member |
| | | countries |
| | | (OECD |
| | | Countries) nor |
| | | countries with |
| | | which Spain |
| | | has entered |
| | | into a Treaty |
| | | for the |
| | | Avoidance of |
| | | Double |
| | | Taxation (Tax |
| | | Treaty |
| | | Countries) |
| | | (including |
| | | countries and |
| | | territories |
| | | classified as |
| | | tax havens by |
| | | Spanish law) |
| | | are |
| | | non-Qualified |
| | | Participants |
| | | and as such |
| | | will be |
| | | allowed to |
| | | register in |
| | | the Acupay |
| | | System but |
| | | will not be |
| | | eligible to |
| | | participate in |
| | | the |
| | | "Relief-at-Source |
| | | Procedures". Such |
| | | entities may, |
| | | however, follow |
| | | the "Quick Refund |
| | | Procedures for |
| | | DTC participants |
| | | or their |
| | | downstream |
| | | correspondents |
| | | which are |
| | | non-Qualified |
| | | Participants" |
| | | discussed below. |
| | | Please refer to |
| | | Annex A, B and C |
| | | respectively for |
| | | a list of Tax |
| | | Haven Countries |
| | | and Territories, |
| | | OECD Countries |
| | | and Tax Treaty |
| | | Countries. |
+----------------------------------------------------------------+--------+-----------------------+
| | | |
+----------------------------------------------------------------+--------+-----------------------+
| | B. | Once |
| | | registered, |
| | | participants |
| | | and |
| | | downstream |
| | | correspondents |
| | | must provide |
| | | tax |
| | | certifications |
| | | on behalf of |
| | | their clients |
| | | who are the |
| | | ultimate |
| | | beneficial |
| | | holders. This |
| | | should be done |
| | | using either |
| | | the |
| | | "one-by-one" |
| | | method, the |
| | | "bulk method" |
| | | or the "renew |
| | | previous |
| | | submissions |
| | | method", as |
| | | detailed on |
| | | www.acupaysystem.com. |
+----------------------------------------------------------------+--------+-----------------------+
| | C. | DTC |
| | | participants |
| | | that provide |
| | | clearing |
| | | arrangements |
| | | for |
| | | downstream |
| | | correspondents, |
| | | irrespective of |
| | | whether such |
| | | downstream |
| | | correspondents |
| | | are Qualified |
| | | Intermediaries |
| | | (as described |
| | | by the US IRS |
| | | in Revenue |
| | | Procedure |
| | | 2000-12 found |
| | | in Cumulative |
| | | Bulletin 2000-1 |
| | | of Internal |
| | | Revenue |
| | | Bulletin |
| | | 2000-4) should: |
| | | i. Register |
| | | their |
| | | downstream |
| | | correspondents |
| | | in the Acupay |
| | | System by |
| | | entering the |
| | | details of such |
| | | downstream |
| | | correspondents |
| | | directly into |
| | | the "Add a New |
| | | Registered |
| | | Downstream |
| | | Correspondent" |
| | | section of |
| | | their Acupay |
| | | System account, |
| | | or by allowing |
| | | such downstream |
| | | correspondents |
| | | to register |
| | | themselves by |
| | | providing them |
| | | with the Acupay |
| | | Registration |
| | | Code found |
| | | within the |
| | | "View |
| | | Downstream |
| | | Correspondent |
| | | Registrations" |
| | | section of the |
| | | Acupay System. |
| | | * Once |
| | | registered the |
| | | downstream |
| | | correspondents |
| | | will be able to |
| | | process Acupay |
| | | tax |
| | | relief-at-source |
| | | client |
| | | certifications |
| | | for their own |
| | | clients. Since |
| | | downstream |
| | | correspondents |
| | | are required to |
| | | "know their |
| | | clients", it is |
| | | logical that |
| | | they are the |
| | | entities, which |
| | | should enter |
| | | client |
| | | information |
| | | regarding their |
| | | clients into the |
| | | Acupay System - |
| | | not the upstream |
| | | clearer (which |
| | | is a DTC |
| | | participant). |
| | | ii. Confirm the |
| | | downstream |
| | | correspondent's |
| | | omnibus |
| | | position. The |
| | | DTC participant |
| | | should confirm |
| | | the aggregate |
| | | position in the |
| | | securities held |
| | | on the behalf of |
| | | each of its |
| | | downstream |
| | | correspondents. |
| | | This |
| | | confirmation is |
| | | made ONLY with |
| | | regard to the |
| | | aggregate |
| | | omnibus amount |
| | | held by the |
| | | downstream |
| | | correspondents, |
| | | NOT with regard |
| | | to the identity |
| | | or details of |
| | | the end investor |
| | | clients of the |
| | | downstream |
| | | correspondents. |
| | | These aggregate |
| | | position |
| | | confirmations |
| | | should be kept |
| | | updated through |
| | | 9:45 a.m. on the |
| | | Distribution |
| | | Payment Date |
| | | (just like all |
| | | other |
| | | information |
| | | entered in the |
| | | Acupay System). |
| | | iii. Make the |
| | | necessary EDS |
| | | elections, to |
| | | match the total |
| | | amount of Acupay |
| | | certifications |
| | | made by the |
| | | downstream |
| | | correspondent(s). |
+----------------------------------------------------------------+--------+-----------------------+
| | D. | The |
| | | Acupay |
| | | System |
| | | may |
| | | only |
| | | be |
| | | used |
| | | to |
| | | submit |
| | | the |
| | | details |
| | | of |
| | | beneficial |
| | | owners who |
| | | are exempt |
| | | from |
| | | Spanish |
| | | withholding |
| | | tax. |
| | | Therefore, |
| | | participants |
| | | may not |
| | | enter into |
| | | the Acupay |
| | | System |
| | | details of |
| | | beneficial |
| | | owners who |
| | | are subject |
| | | to |
| | | withholding |
| | | (such as |
| | | beneficial |
| | | owners who |
| | | are physical |
| | | persons |
| | | located in |
| | | Spain). |
+----------------------------------------------------------------+--------+-----------------------+
| | E. | Once |
| | | beneficial |
| | | owner |
| | | information |
| | | has been |
| | | entered |
| | | into the |
| | | Acupay |
| | | System, the |
| | | Acupay |
| | | System will |
| | | produce, as |
| | | applicable, |
| | | tax |
| | | certificate |
| | | I, II or |
| | | III which |
| | | must be |
| | | reviewed, |
| | | printed, |
| | | signed (if |
| | | accurate), |
| | | scanned and |
| | | emailed (by |
| | | the |
| | | participant |
| | | or |
| | | downstream |
| | | correspondent, |
| | | as relevant) |
| | | to |
| | | certify@acupay.com or |
| | | faxed to Acupay at |
| | | +1-646-383-9489 or |
| | | +44-207-067-8453. |
| | | |
+----------------------------------------------------------------+--------+-----------------------+
| | F. | Certifying |
| | | parties |
| | | (i.e. |
| | | participants |
| | | or |
| | | downstream |
| | | correspondents) |
| | | MUST use the |
| | | tax |
| | | certificates |
| | | that are |
| | | generated by |
| | | the Acupay |
| | | System (showing |
| | | the official |
| | | Acupay bar |
| | | code) as no |
| | | other form of |
| | | tax certificate |
| | | will be |
| | | accepted. |
+----------------------------------------------------------------+--------+-----------------------+
| | | NOTE: |
| | | Acupay |
| | | submissions |
| | | will not be |
| | | processed |
| | | until |
| | | Acupay has |
| | | received |
| | | signed tax |
| | | certificates, |
| | | as described |
| | | above. |
+----------------------------------------------------------------+--------+-----------------------+
| | G. | Certifying |
| | | parties |
| | | will then |
| | | be |
| | | required |
| | | to send |
| | | via post |
| | | or courier |
| | | to Acupay |
| | | the |
| | | original, |
| | | signed tax |
| | | certificates |
| | | I, II and |
| | | III that |
| | | were faxed |
| | | or emailed |
| | | above. These |
| | | original |
| | | paper, |
| | | signed tax |
| | | certificates |
| | | MUST be |
| | | received by |
| | | Acupay by no |
| | | later than |
| | | 5:00 p.m. |
| | | London time |
| | | (12:00 noon |
| | | NY time) on |
| | | May 14, 2010 |
| | | at the |
| | | following |
| | | address: |
+----------------------------------------------------------------+--------+-----------------------+
| | | Acupay |
| | | System |
| | | LLC |
| | | Certifications |
| | | Attn: Maria |
| | | Mercedes |
| | | 28 Throgmorton |
| | | St - First |
| | | Floor |
| | | London EC2N |
| | | 2AN |
| | | United Kingdom |
+----------------------------------------------------------------+--------+-----------------------+
| | | NOTE: |
| | | A |
| | | participant |
| | | or |
| | | downstream |
| | | correspondent |
| | | that obtains |
| | | favorable tax |
| | | treatment |
| | | through the |
| | | relief at |
| | | source |
| | | procedure and |
| | | fails to |
| | | submit the |
| | | original |
| | | physical |
| | | certificates |
| | | as described |
| | | above may be |
| | | prohibited by |
| | | the issuer |
| | | from using |
| | | the procedure |
| | | to obtain |
| | | favorable tax |
| | | treatment for |
| | | future |
| | | payments. In |
| | | such event, |
| | | the |
| | | certifying |
| | | party will |
| | | receive any |
| | | future |
| | | distribution |
| | | payment on |
| | | their entire |
| | | position net |
| | | of 19% NRIT |
| | | and relief |
| | | will need to |
| | | be obtained |
| | | directly from |
| | | the Spanish |
| | | tax |
| | | authorities |
| | | by following |
| | | the standard |
| | | refund |
| | | procedure |
| | | established |
| | | by Spanish |
| | | tax law. |
+----------------------------------------------------------------+--------+-----------------------+
| 2. | Beginning at 9 |
| | a.m. on April |
| | 5, 2010 and |
| | continuing |
| | until 8 p.m. |
| | (New York time) |
| | on April 13, |
| | 2010 (the |
| | Standard |
| | Deadline), DTC |
| | direct |
| | participants |
| | must also make |
| | an election via |
| | EDS stating |
| | their aggregate |
| | positions that |
| | are exempt from |
| | Spanish |
| | withholding tax |
| | -- including |
| | positions |
| | certified |
| | directly and |
| | also positions |
| | certified by |
| | their |
| | downstream |
| | correspondents. |
+----------------------------------------------------------------+--------------------------------+
| 3. | The aggregate |
| | amounts |
| | certified |
| | through the |
| | Acupay System |
| | and those |
| | elected through |
| | DTC EDS must be |
| | in synch. It is |
| | the |
| | responsibility |
| | of each |
| | participant to |
| | ensure that the |
| | principal |
| | amount of |
| | Series C |
| | Preferred |
| | Securities |
| | which they and |
| | their |
| | downstream |
| | correspondents |
| | have certified |
| | via Acupay, is |
| | equal to the |
| | principal |
| | amount of |
| | Series C |
| | Preferred |
| | Securities for |
| | which they have |
| | made EDS |
| | elections at |
| | the exempt |
| | rate. Data |
| | introduced in |
| | both DTC EDS |
| | and Acupay may |
| | be modified (in |
| | either system) |
| | until 8 p.m. |
| | (New York time) |
| | on April 16, |
| | 2010. |
+----------------------------------------------------------------+--------------------------------+
| 4. | Acting on a |
| | best efforts |
| | basis, Acupay |
| | staff will warn |
| | participants of |
| | any |
| | misalignments |
| | between DTC |
| | elections and |
| | Acupay |
| | certifications |
| | and will seek |
| | to assist in |
| | reconciling |
| | them until 9:45 |
| | a.m. (New York |
| | time) on April |
| | 19, 2010. DTC |
| | participants |
| | whose EDS |
| | elections and |
| | Acupay |
| | certifications |
| | are not aligned |
| | by 9:45 a.m. |
| | (New York time) |
| | on April 19, |
| | 2010 will |
| | receive the |
| | distribution |
| | payment on |
| | their entire |
| | position net of |
| | 19% NRIT, or on |
| | account of |
| | Spanish CIT, as |
| | the case may |
| | be. DTC |
| | participants |
| | who receive net |
| | treatment due |
| | to misalignment |
| | of their DTC |
| | EDS election |
| | and Acupay |
| | certifications |
| | may request |
| | relief through |
| | the Quick |
| | Refund |
| | Procedures |
| | described |
| | below. |
+----------------------------------------------------------------+--------+-----------------------+
IMPORTANT
DTC participants must ensure that EDS elections entered into DTC and beneficial
owner data entered into the Acupay System are synchronized and updated to
reflect any changes to beneficial ownership or DTC positions occurring prior to
9:45 a.m. on April 19, 2010 (the Distribution Payment Date).
If at 9:45 a.m. New York time on April 19, 2010 there are any inconsistencies
concerning the beneficial owner information supplied by a participant and its
downstream correspondents to Acupay, that participant's EDS elections and its
position listed at DTC, payments will be made net of Spanish taxes on the entire
position held by such DTC participant.
DTC PARTICIPANTS WHOSE ACUPAY CERTIFICATIONS AND EDS ELECTIONS ARE OUT OF
ALIGNMENT ON THE MORNING OF THE DISTRIBUTION PAYMENT DATE MAY REQUEST THAT DTC
MANUALLY MODIFY EDS ELECTIONS TO BRING THEM INTO ALIGNMENT BY SENDING AN EDS
CHANGE REQUEST TO DTC VIA EMAIL AT SBOLLERS@DTCC.COM NO LATER THAN 9:45 A.M.
NEW YORK TIME ON APRIL 19, 2010 WITH A COPY TO MTHOMAS@DTCC.COM,
PSOREZZA@DTCC.COM, ADEVAUX@DTCC.COM, DRUGGIERO@DTCC.COM,
INTERNATIONALTAX@DTCC.COM AND ATEAM@ACUPAY.COM. LIKEWISE, IT IS THE
RESPONSIBILITY OF DTC PARTICIPANTS AND THEIR DOWNSTREAM CORRESPONDENTS TO UPDATE
BENEFICIAL OWNER INFORMATION ENTERED IN THE ACUPAY SYSTEM AS NECESSARY TO KEEP
IT IN SYNCH WITH CLIENTS' ACTUAL POSITIONS. UPDATING MUST CONTINUE UNTIL 9:45
A.M. NEW YORK TIME ON APRIL 19, 2010.
Quick Refund Procedure
Beneficial owners who received distributions net of 19% NRIT or on account of
Spanish CIT, as the case may be, due to a misalignment of their EDS elections
and Acupay certifications may qualify for a refund through the Quick Refund
procedure. To utilize this procedure, participants must have submitted valid EDS
elections during the Relief at Source EDS window. Relief may be obtained only up
to the amount of securities as to which the relevant participant has requested
DTC to make an exempt election via EDS. Participants may use the Acupay System
to request relief through the Quick Refund Procedures on behalf of their clients
beginning April 20, 2010 until May 10, 2010.
Quick Refund Procedure for DTC participants or their downstream correspondents
which are not located in OECD Countries or in Tax Treaty Countries
The Quick Refund Procedure for non-qualified DTC participants requires the
submission, among other documentation, of a Government Tax Certificate from the
beneficial owner's country of tax residence instead of tax certificate I or II.
Direct Refund from Spanish Tax Authorities
If investor holdings have not been certified for any reason through the Relief
at Source or Quick Refund procedure and have received unfavorable tax treatment,
eligible investors may request a tax refund from the Spanish tax authorities by
following the standard refund procedure established by Spanish tax law.
By submitting EDS elections DTC participants agree that they will indemnify BBVA
International Preferred, S.A. Unipersonal and its agents for any liability which
they may incur as a result of reliance upon information provided by such
participant on such EDS elections. The DTC participant also agrees to return any
funds erroneously received (including any interest, penalties and additions to
tax thereon) arising from its EDS elections.
Questions regarding the EDS process should be directed to Sean Bollers or
Marslena Thomas of DTC's International Services at (212) 855-4706 or (813)
470-1117 respectively.
Questions regarding relief entitlements, obtaining relief directly from the
Spanish Tax Authorities, or the Acupay System should be directed to Rosa Lopez
at +1-212-422-1222 or Maria Mercedes at +44-207-382-0340 or by emailing
info@acupay.com.
Annex A
Tax-Haven Countries & Territories
+--------------+----------------+--------------+
| Andorra, | Isle | Macao |
| Principality | of Man | Mariana |
| of | Jersey, | Islands |
| Anguila, The | Channel | Mauritius |
| Island of | Islands | Monaco, |
| Antigua and | Jordan, | Principality |
| Barbuda, | Hashemite | of |
| Islands of | Kingdom | Montserrat |
| Bahamas, The | of | Nauru, |
| Bahrain, | Lebanon, | Republic of |
| Kingdom of | Republic | Oman, |
| Barbados, | of | Sultanate of |
| The Island | Liberia, | Panama, |
| Bermuda | Republic | Republic of |
| Islands, The | of | Saint Lucia |
| Brunei, | Liechtenstein, | Saint |
| Sultanate of | Principality | Vincent and |
| Cayman | of | the |
| Islands | Luxembourg, | Grenadines |
| Cook | Grand Duchy of | San Marino, |
| Islands, The | (but only as | Republic of |
| Cyprus, | regards to the | Seychelles, |
| Republic of | income | Republic of |
| Dominica, | received by | Singapore, |
| The Republic | the companies | Republic of |
| of | referred to in | Solomon |
| Falkland | paragraph 1 of | Islands |
| Islands | the Protocol | Turks and |
| Fiji Islands | annexed to the | Caicos |
| Gibraltar | Avoidance of | Islands |
| Grenada | Double | Vanuatu, |
| Guernsey, | Taxation | Republic of |
| Channel | Treaty, dated | Virgin |
| Islands | 3rd June 1986, | Islands, |
| Hong Kong | entered into | British |
| | by Spain and | Virgin |
| | Luxembourg | Islands, of |
| | i.e., those | the United |
| | holding | States |
| | companies as | |
| | defined by | |
| | Luxembourg Law | |
| | of July 31, | |
| | 1929 and | |
| | Luxembourg | |
| | Grand Ducal | |
| | Decree of | |
| | December 17, | |
| | 1938) | |
+--------------+----------------+--------------+
Annex B
OECD Countries
+-----------+-------------+-------------+
| Australia | Hungary | Norway |
| Austria | Iceland | Poland |
| Belgium | Ireland | Portugal |
| Canada | Italy | Slovakia |
| Chile | Japan | Spain |
| Czech | Korea, | Sweden |
| Republic | Republic | Switzerland |
| Denmark | of | Turkey |
| Finland | Luxembourg | United |
| France | Mexico | Kingdom |
| Germany | Netherlands | United |
| Greece | New Zealand | States |
+-----------+-------------+-------------+
Annex C
Spanish Tax Treaty Countries
+-------------+-------------+---------------+
| Algeria | Greece | Norway |
| Argentina | Hungary | Philippines |
| Armenia* | Iceland | Poland |
| Australia | India | Portugal |
| Austria | Indonesia | Romania |
| Azerbaijan* | Iran, | Russia* |
| Belarus* | Islamic | Saudi |
| Belgium | Republic | Arabia |
| Bolivia | of | Slovakia |
| Brazil | Ireland | Slovenia |
| Bulgaria | Israel | South |
| Canada | Italy | Africa |
| Chile | Jamaica | Sweden |
| China | Japan | Switzerland |
| Colombia | Kazakhstan* | Tajikistan* |
| Croatia | Korea, | Thailand |
| Cuba | Republic of | Trinidad |
| Czech | Kyrgyzstan* | and Tobago, |
| Republic | Latvia* | Republic of |
| Ecuador | Lithuania* | Tunisia |
| Egypt | Luxembourg | Turkey |
| El Salvador | Macedonia, | Turkmenistan* |
| Estonia* | The Former | Ukraine* |
| Finland | Yugoslav | United Arab |
| France | Republic of | Emirates |
| Georgia* | Malaysia | United |
| Germany | Malta, | Kingdom |
| | Republic of | United States |
| | Mexico | Uzbekistan* |
| | Moldova, | Venezuela |
| | Republic | Vietnam |
| | of* | |
| | Morocco | |
| | Netherlands | |
| | New Zealand | |
+-------------+-------------+---------------+
* The countries of the former USSR are covered together under treaty (Russia,
Estonia, Lithuania and Latvia covered under separate treaties).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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