Mutual Fund Expense Ratio = Indirect Compensation

[austin3515]

From ASPPA's ASAP speaking about the requirement to attach a schedule C, and the DOL's recent mailing spree regarding failure to attach a schedule C:

"For example, consider Vanguard Wellington Fund Investor Shares, which have no sales charges or 12b‐1 fees. The prospectus, however, shows 28 basis points of management fees. At that rate, an investment of only $2 million will generate a management fee of $5,600, well above the limit for which the plan must file Schedule C."

I believe this is flat out incorrect. Am I wrong here? The expense ratio is considered indirect compensation?? Just to be clear, the prosectus refers to a .3% expense ratio as of today, and 2011 was .29%, so it appears abundently clear we're talking aboutt he expense ratio.

[Lou S.]

What I'd like to say is inappropriate for a professional forum.

So I'll just say, I agree with you whne you say this is flat out incorrect.

[Bill Presson]

I just read that and came here to see if anyone else thought the same thing I did. Is there a curse word filter on this site??

I find it difficult to believe that this is an accurate interpretation.

Edited to add: I emailed Derrin Watson to ask if he was serious or maybe he accidently released an April Fool's joke early.

I also posted a question on the ASPPA LinkedIn site.

[Bill Presson]

Got a response from Derrin.

No such luck. The rules are there, even if not generally understood. Here's FAQ 4 from the DOL. I have highlighted the key sentence in red.

Q4: Are all the fees and expenses charged against an investment fund and reflected

in the value of the plan's investment, such as an investment fund's payments for

legal services provided to the fund, fees paid to the fund's accountant, and

expenses associated with SEC filing requirements, reportable indirect

compensation for Schedule C purposes?

No. The Schedule C Instructions provide a general rule that indirect compensation includes

compensation received in connection with services rendered to the plan or a person's position with the

plan. A person will be considered to receive indirect compensation for Schedule C reporting purposes if

"the person's eligibility for a payment or the amount of the payment is based, in whole or in part, on [1]

services that were rendered to the plan or [2] on a transaction or series of transactions with the plan." In

the case of charges against an investment fund, reportable "indirect compensation" includes, for

example, the fund's investment adviser asset-based investment management fee from the fund, fees

related to purchases and sales of interests in the fund (including 12b-1 fees), brokerage commissions and

fees charged in connection with purchases and sales of interests in the fund, fees for providing services

to plan investors or plan participants such as communication and other shareholder services, and fees

relating to the administration of the employee benefit plan such as recordkeeping services, Form 5500

filing and other compliance services. Amounts charged against the fund for other ordinary operating

expenses, such as attorneys' fees, accountants' fees, printers' fees, are not reportable indirect

compensation for Schedule C purposes. Also, brokerage costs associated with a broker-dealer effecting

securities transactions within the portfolio of a mutual fund or for the portfolio of an investment fund

that holds "plan assets" for ERISA purposes, should be treated for Schedule C purposes as an operating

expense of the investment fund not reportable indirect compensation paid to a plan service provider or in

connection with a transaction with the plan.

Next, we present FAQ 6 from the DOL's second set:

Q6: For purposes of reporting indirect compensation on Schedule C, must a limited

partnership hedge fund that is not holding plan assets pursuant to the "less than

25% benefit plan investor exception" under section 3(42) of ERISA be treated as an

investment fund?

Yes. The 2009 Form 5500 instructions provide that persons who provide investment management

services to investment funds in which plans invest are treated for Schedule C reporting purposes as

indirectly providing investment management services to those investing plans. Thus, fees that are paid out

of an investment fund's assets to the fund's investment adviser (or its affiliates) for managing the fund's

investment portfolio are reportable indirect compensation for Schedule C purposes. The instructions are

clear that "investment funds" for this purpose include registered investment companies (commonly

referred to as mutual funds) that do not hold plan assets by reason of ERISA section 401(b). The

Department's July 2008 FAQs in explaining this requirement drew a line between "investment funds" and

entities that would be treated as "operating companies" under the Department's plan asset regulation at 29

C.F.R. § 2510.3-101 (Definition of "plan assets" – plan investments). See 2008 FAQ 7. In the

Department's view other investment funds that do not hold "plan assets" are similarly subject to the

Schedule C compensation reporting requirements. Thus, for instance, fees paid to persons for

management of a real estate hedge fund that did not meet the requirements for being a real estate

operating company under 29 C.F.R. § 2510.3-101 would be reportable Schedule C compensation, but

property management fees paid to persons managing the underlying properties owned by the funds could

be treated as ordinary operating expenses of the fund. See 2008 FAQ 4.

Here's the key line from the instructions with an arrow pointing to the important language:

(I can't post the picture he inserted, but the arrow pointed to the following)

such as management fees paid by a mutual fund to its investment advisor

This is exactly the DOL's position and why they are sending out the letters.

[Lou S.]

I just read that and came here to see if anyone else thought the same thing I did. Is there a curse word filter on this site??

I find it difficult to believe that this is an accurate interpretation.

Edited to add: I emailed Derrin Watson to ask if he was serious or maybe he accidently released an April Fool's joke early.

I also posted a question on the ASPPA LinkedIn site.

Let us know what you find out.

To me this was the most disturbing part of the ASAP

The DOL is correct here, and this notice highlights

some little understood truths about the frequently

misunderstood Schedule C.

Somehow I was under the impression that ASPPA was on our side.

[austin3515]

Has even one provider reached this conclusion?

[Guest Derrin Watson]

. The rules are there, even if not generally understood. Here’s FAQ 4 from the DOL. I have highlighted the key sentence in bold.

Q4: Are all the fees and expenses charged against an investment fund and reflected

in the value of the plan’s investment, such as an investment fund’s payments for

legal services provided to the fund, fees paid to the fund’s accountant, and

expenses associated with SEC filing requirements, reportable indirect

compensation for Schedule C purposes?

No. The Schedule C Instructions provide a general rule that indirect compensation includes

compensation received in connection with services rendered to the plan or a person's position with the

plan. A person will be considered to receive indirect compensation for Schedule C reporting purposes if

“the person’s eligibility for a payment or the amount of the payment is based, in whole or in part, on [1]

services that were rendered to the plan or [2] on a transaction or series of transactions with the plan.”

In

the case of charges against an investment fund, reportable “indirect compensation” includes, for

example, the fund’s investment adviser asset-based investment management fee from the fund

, fees

related to purchases and sales of interests in the fund (including 12b-1 fees), brokerage commissions and

fees charged in connection with purchases and sales of interests in the fund, fees for providing services

to plan investors or plan participants such as communication and other shareholder services, and fees

relating to the administration of the employee benefit plan such as recordkeeping services, Form 5500

filing and other compliance services. Amounts charged against the fund for other ordinary operating

expenses, such as attorneys’ fees, accountants’ fees, printers’ fees, are not reportable indirect

compensation for Schedule C purposes. Also, brokerage costs associated with a broker-dealer effecting

securities transactions within the portfolio of a mutual fund or for the portfolio of an investment fund

that holds “plan assets” for ERISA purposes, should be treated for Schedule C purposes as an operating

expense of the investment fund not reportable indirect compensation paid to a plan service provider or in

connection with a transaction with the plan.

Next, we present FAQ 6 from the DOL’s second set:

Q6: For purposes of reporting indirect compensation on Schedule C, must a limited

partnership hedge fund that is not holding plan assets pursuant to the “less than

25% benefit plan investor exception” under section 3(42) of ERISA be treated as an

investment fund?

Yes.

The 2009 Form 5500 instructions provide that persons who provide investment management

services to investment funds in which plans invest are treated for Schedule C reporting purposes as

indirectly providing investment management services to those investing plans. Thus, fees that are paid out

of an investment fund’s assets to the fund’s investment adviser (or its affiliates) for managing the fund’s

investment portfolio are reportable indirect compensation for Schedule C purposes

. The instructions are

clear that “investment funds” for this purpose include registered investment companies (commonly

referred to as mutual funds) that do not hold plan assets by reason of ERISA section 401(b). The

Department’s July 2008 FAQs in explaining this requirement drew a line between “investment funds” and

entities that would be treated as “operating companies” under the Department’s plan asset regulation at 29

C.F.R. § 2510.3-101 (Definition of “plan assets” – plan investments). See 2008 FAQ 7. In the

Department’s view other investment funds that do not hold “plan assets” are similarly subject to the

Schedule C compensation reporting requirements. Thus, for instance, fees paid to persons for

management of a real estate hedge fund that did not meet the requirements for being a real estate

operating company under 29 C.F.R. § 2510.3-101 would be reportable Schedule C compensation, but

property management fees paid to persons managing the underlying properties owned by the funds could

be treated as ordinary operating expenses of the fund. See 2008 FAQ 4.

Finally, the instructions say:

Examples of reportable indirect compensation in fees and expense reimbursement payments received by a person from mutual funds . . . in which the plan invests . . . (such as management fees paid by a mutual fund to its investment advisor) . . .

Note that it is not the expense ratio itself that is the indirect compensation. It is certain fees paid out of that expense ratio (or 12b-1 fees, etc.) that are indirect compensation. The total expense ratio for the fund I cited was 30 basis points, but only 28 basis points were includible.

However, as I state in the ASAP, you don't need to know the exact amount of the fees. Just check box 1 and enter the name and EIN of the broker or other entity that provided the prospectus to the plan. That's it. Case closed.

There is also language in the instructions.

[Guest LauraVanSteeter]

Yes, every large plan that we prepared the Form 5500 for since this changed has received a Schedule C because of the FAQs.

[austin3515]

This is completely different than a mutual fund. Investing in a mutual fund is like investing in a stock. It's an Individual Security. The expense ratio is just a disclosure to its investors. IT is not an expense of the Plan, not no way, not no how! If the fund pays money to other service providers, than we've got indirect comp. How could Derrin POSSIBLY agree with this perposterous conclusion (with all due respect to one of the TOP industry experts)???

I'm convinced the DOL has absolutely no shame, no consideration whatsoever for the world around them.

Yes. The 2009 Form 5500 instructions provide that persons who provide investment management

services to investment funds in which plans invest are treated for Schedule C reporting purposes as

indirectly providing investment management services to those investing plans. Thus, fees that are paid out

of an investment fund's assets to the fund's investment adviser (or its affiliates) for managing the fund's

investment portfolio are reportable indirect compensation for Schedule C purposes. The instructions are

clear that "investment funds" for this purpose include registered investment companies (commonly

referred to as mutual funds) that do not hold plan assets by reason of ERISA section 401(b).

[Guest Derrin Watson]

Has even one provider reached this conclusion?

The lack of understanding of this point, that the DOL believes it has made clearly on 3 separate occasions, is why the DOL felt the need for this "outreach" effort.

[austin3515]

I was writing my rant while Derri was responding...

I walk away with my tail between my legs

[Guest Derrin Watson]

This is completely different than a mutual fund. Investing in a mutual fund is like investing in a stock. It's an Individual Security. The expense ratio is just a disclosure to its investors. IT is not an expense of the Plan, not no way, not no how! If the fund pays money to other service providers, than we've got indirect comp. How could Derrin POSSIBLY agree with this perposterous conclusion (with all due respect to one of the TOP industry experts)???

I never said I agreed with it. I said these are the instructions and the DOL positions. I strongly believe the DOL should change this rule with regard to mutual funds so that the reporting of expenses on Schedule C more closely approximates the treatment under the 408b-2 regulations. But my belief and an empty sack is worth the sack.

[Guest Derrin Watson]

To me this was the most disturbing part of the ASAP

The DOL is correct here, and this notice highlights

some little understood truths about the frequently

misunderstood Schedule C.

Somehow I was under the impression that ASPPA was on our side.

ASPPA is indeed "on our side." But ASPPA does not do the benefits community any good by sticking its head in the sand, or ignoring form instructions, or choosing not to relay unpopular facts to its members. ASPPA has chosen none of those courses. ASPPA is not saying (and I am not saying) that the DOL has made wise choices in their handling of Schedule C. I have been and continue to be very critical of Schedule C in many respects as it now stands. But it is what it is and until the DOL changes it we have to live with it. And the position the DOL has taken in their emails is consistent with the instructions and FAQs they have issued. That's what I meant when I said the DOL is correct.

Now, let's go to the end of the ASAP, "The Government Affairs Committee will continue to monitor the situation and notify ASPPA members of any developments, as well as to advocate for clear instructions and reasonable time frames to respond. To this end, we are already working with the DOL to provide more explanatory examples for the instructions to Schedule C and the DOL’s FAQs." All that is true. And there is more ASPPA is trying to do to improve the situation with regard to Schedule C. But it won't all magically happen tomorrow. And today, we have to live with the form and instructions that exist.

[Bird]

Yes, every large plan that we prepared the Form 5500 for since this changed has received a Schedule C because of the FAQs.

Same here. I am utterly stunned by the reactions here.

[austin3515]

OK, lets say RK USA is an open architecture platofrm and the Plan holds funds from 8 different families. RK USA is not responsible for sending prospectuses. Rahter each fund company sends the prospectuses to the trustee. Are we saying each fund family needs to be listed on the schedule C as having provided the required information to the trustee?

[Guest Derrin Watson]

OK, lets say RK USA is an open architecture platofrm and the Plan holds funds from 8 different families. RK USA is not responsible for sending prospectuses. Rahter each fund company sends the prospectuses to the trustee. Are we saying each fund family needs to be listed on the schedule C as having provided the required information to the trustee?

Let's go back to the FAQs:

Q20: When identifying the person who provided the required disclosures for the Schedule C alternative reporting option, must the name of an individual be provided?

No. The person listed may be an individual or entity that actually furnished the disclosures to the plan. If a mutual fund prospectus is used to provide required disclosures for eligible indirect compensation, however, it would not be sufficient to identify the mutual fund as providing the prospectus unless the mutual fund itself provided the prospectus directly to the plan.

Based on that, the answer is yes.

[austin3515]

I can appreciate that there are some very astute pension people on this site who probably have more expertise than I with respect to large plan 5500 issues (less than 10% of our plans fall into that category), but I had never heard anyone mention this (admittedly I did not study the volumes of new info coming out on these--shame on me). I have never heard from the open architecture providers that we work with that this type of disclosure was necessary, and they have provided us with extensive information on schedule C reporting. Now part of my carelesness in this area comes down to the fact that the vast majority of our audited plans receive a "Schedule C Report" so we're talking about a super small slice of our business for which even have to delve into this level of detail. I wouldn't be surprised if most TPA's are in the same situaiton as me (perhaps they wouldn't be as honest as me, but I'm an undercover agent, so it doesn't make a difference to me!).

So while I admire those that were on top of this requirement, I think I am very good company when I say I was completely caught off guard by this!

And here is the next scary question for Derrin - what about plans that offer self directed brokerage accounts? Fidelity might be getting more than $1,000 or whatever it is if people in the self directed accounts really like Fidelity funds... Shouldn't we be looking through the brokerage window?

[Guest Derrin Watson]

And here is the next scary question for Derrin - what about plans that offer self directed brokerage accounts? Fidelity might be getting more than $1,000 or whatever it is if people in the self directed accounts really like Fidelity funds... Shouldn't we be looking through the brokerage window?

Let me refer you once again to the DOL FAQs. This is from the first set, FAQ 5:

Q5: Are the requirements to report indirect compensation on Schedule C different for participant-selected investments through “open brokerage” windows?

“Open brokerage windows” in self-directed 401(k) plans allow plan participants to invest in a wide range of funds, stocks, bonds and other investments offered through a designated broker for the brokerage window. Although the requirement to report indirect compensation applies to participant selected investments from a range of investment alternatives under the plan, in the absence of any other guidance, Schedule C reporting can be limited to direct and indirect compensation received by the

designated broker(s) and other brokerage window providers, transaction fees in connection with the purchase, sales, or exchanges made through the brokerage window, and any other plan-related fees. This limitation on reporting for Schedule C purposes does not relieve fiduciaries from obligations to prudently select and monitor designated brokers or other brokerage window providers in a brokerage window option under the plan.

So, the costs of running the window and the transaction fees of acquisition through the window are reportable, but we don't look to the underlying fees of the funds being purchased.

As for not hearing this before, I and my associates at SunGard have been teaching this for several years. We do an annual full-day 5500 workshop in over 20 cities, and have spent at least on hour going in depth on Schedule C. And we have covered all these issues. We've also done several web seminars on the subject. We'll be doing them again this year.

I must say that before I taught a single one of those seminars I spent over 80 hours studying and analyzing the form and the various DOL releases. This is way too much time for an information return. And when I was done with that, I still didn't fully understand it. That's awful. It speaks to poor design of the form. If a form is that complicated, you find yourself with the situation that the GAO rightly criticized, that the form is too complex for the DOL or anyone else to draw meaningful conclusions. Because of the complexity, everyone who completes the form will have a different understanding of what the questions mean. One can argue, based on the guidance, whether that understanding is correct, but the differences are still there. Which means I cannot take information from a Schedule C you prepare and add it to information from a Schedule C someone else prepares, because that would be like adding apples and oranges.

But, I don't think the purpose of Schedule C is to provide that kind of national snapshot of data. Frankly, the existence of line 1, with a huge category of expenses that are essentially ignored, directly prevents us from drawing meaningful national conclusions about plan expenses from the set of 5500 forms filed. But I don't think that is the purpose of the Schedule. Ultimately, I don't think the purpose is to inform the DOL or the public. The real purpose seems to be informing the plan administrator of the expenses of the plan. By focusing on indirect expenses, the form forces the administrator to think about expenses built into the investment choices the plan has made. The goal of all this is to make the fiduciary a smarter shopper. Of course, that makes huge assumptions about the ability and willingness of a plan administrator to digest, analyze, and understand the information on Schedule C (and the underlying information on eligible indirect compensation) likely assembled by a third party.

[Guest TBick]

I was writing my rant while Derri was responding...

I walk away with my tail between my legs

Wait, don't walk away so fast......

This can't possibly be a correct interpretation.

Everyone say it together....come on now....This can't possibly be a correct interpretation (Nothing against Derrin cause he is usually on target and even showed proof darn it, but that doesn't mean I have to like it!) But is there is a critical issue being overlooked?

Perhaps I missed something (which is usually the case) but there is a distinct difference between the investment advisor for the fund and the investment advisor for the plan. When we created mutual funds, we would hire investment advisors from different entities to provide directions on which stock to by/sell, etc. These are not "[1] services that were rendered to the plan or [2] on a transaction or series of transactions with the plan." .

Now take the scenario in which an investment advisor is hired by the plan to manage assets, which is then paid by the assets (in accordance with proper plan fiduciary principles of course), then that is clearly within the scope of the directives.

There is a dissconnect in the language. It is saying that the person making the decisions to buy/sell for a mutual fund is receiving compensation that is reportable, but the attorney, SEC filing costs, accountants, cleaning lady, etc. do not need to be included, when all their job relationships are clearly related to the fund, not the plan.

I'm confident this will be overturned, or revised in an intelligent fashion.

On the bright side, if it is concluded that the fees paid to the people running the mutual fund have to be included (the investment advisors that is), then you just have to buy the funds through a "brokerage window" right?

Now where's that beer........

[Guest Derrin Watson]

Perhaps I missed something (which is usually the case) but there is a distinct difference between the investment advisor for the fund and the investment advisor for the plan. When we created mutual funds, we would hire investment advisors from different entities to provide directions on which stock to by/sell, etc. These are not "[1] services that were rendered to the plan or [2] on a transaction or series of transactions with the plan." .

Now take the scenario in which an investment advisor is hired by the plan to manage assets, which is then paid by the assets (in accordance with proper plan fiduciary principles of course), then that is clearly within the scope of the directives.

There is a dissconnect in the language. It is saying that the person making the decisions to buy/sell for a mutual fund is receiving compensation that is reportable, but the attorney, SEC filing costs, accountants, cleaning lady, etc. do not need to be included, when all their job relationships are clearly related to the fund, not the plan.

I'm confident this will be overturned, or revised in an intelligent fashion.

Might it change in the future? Yes. Might that change be for the better? Perhaps. But does that future correction mean the standards for earlier years will change? Don't bet on it. Does the possibility that the DOL might see the error of their ways mean until then your clients will be immune from receiving letters from the DOL questioning your choices? Nope.

If you will read FAQ 4, the DOL addresses your concern. There are essentially 5 categories of things for which a fund might pay:

1. Expenses for plan services: participant communication, 5500 preparation, recordkeeping, etc.

2. Expenses related to the fund's investment management

3. Commissions and other charges related to purchase or sales of interest in the fund

4. Commissions or similarity related to purchase or sale of securities held in the fund

5. Misc. administrative expenses of the fund, include legal, accounting, and printing.

The DOL says 1, 2, and 3 are reportable. The DOL says 4 and 5 are not.

You say the DOL is wrong. Why is that? Against what standard are you measuring it? If it that it violates your sensibilities for them to interpret their own instructions in that manner, you won't get very far with that argument. If it's that it violates some statute for them to request the information, find me the statute. If it's that it violates the US Constitution for them to demand the information, I know of some good rehab clinics that may be able to help you.

Q4: Are all the fees and expenses charged against an investment fund and reflected in the value of the plan’s investment, such as an investment fund’s payments for legal services provided to the fund, fees paid to the fund’s accountant, and expenses associated with SEC filing requirements, reportable indirect compensation for Schedule C purposes?

No. The Schedule C Instructions provide a general rule that indirect compensation includes compensation received in connection with services rendered to the plan or a person's position with the plan. A person will be considered to receive indirect compensation for Schedule C reporting purposes if “the person’s eligibility for a payment or the amount of the payment is based, in whole or in part, on [1] services that were rendered to the plan or [2] on a transaction or series of transactions with the plan.” In the case of charges against an investment fund, reportable “indirect compensation” includes, for example, the fund’s investment adviser asset-based investment management fee from the fund, fees related to purchases and sales of interests in the fund (including 12b-1 fees), brokerage commissions and fees charged in connection with purchases and sales of interests in the fund, fees for providing services to plan investors or plan participants such as communication and other shareholder services, and fees relating to the administration of the employee benefit plan such as recordkeeping services, Form 5500 filing and other compliance services. Amounts charged against the fund for other ordinary operating expenses, such as attorneys’ fees, accountants’ fees, printers’ fees, are not reportable indirect compensation for Schedule C purposes. Also, brokerage costs associated with a broker-dealer effecting securities transactions within the portfolio of a mutual fund or for the portfolio of an investment fund that holds “plan assets” for ERISA purposes, should be treated for Schedule C purposes as an operating expense of the investment fund not reportable indirect compensation paid to a plan service provider or in

connection with a transaction with the plan.

[Guest LauraVanSteeter]

Derrin,

If I remember correctly this was covered in several session of the Sungard Conference in Chicago in late August of 2010.

[Guest Derrin Watson]

Derrin,

If I remember correctly this was covered in several session of the Sungard Conference in Chicago in late August of 2010.

Your memory is correct. Thank you.

[austin3515]

Unlike many other rules, I think this is one where you can call your client who recieved this letter, and when you tell them its because of a failure to report mutual fund expense ratios (or a subset thereof), their response will be "Are you kidding me???? That; is ridiculous!!"

I mean it's nothing like the burning embarassment of forgetting to attach an extension and getting that letter (in the old days!).

Derrin, you should post here more often Any chance you could record us a song on schedule C disclosures? Probably already have one though don't you? Can you send us link on youtube?

[Tom Poje]

bah.

why don't you write them yourselves. you already have

By the C, by the C, by the beautiful C,

You and I, you and I, oh! how happy we'll be,

[austin3515]

DOL they had a rule

On Expense Ratios

Everyone, we thought it dumb

Why expense ratios?

A disclosure here, a disclosure there

No one reads them cuz no one cares

DOL they had a rule

Its purpose no one knows

[Guest TBick]

You say the DOL is wrong. Why is that? Against what standard are you measuring it? If it that it violates your sensibilities for them to interpret their own instructions in that manner, you won't get very far with that argument. If it's that it violates some statute for them to request the information, find me the statute. If it's that it violates the US Constitution for them to demand the information, I know of some good rehab clinics that may be able to help you.

Now where in the world did you possibly come up with the idea that this was a Constitutional issue or even think it was a positive contribution to the topic? Perhaps just a great application of comedic relief?

You are correct, I guess I was speaking mostly to sensibilities, which I do understand has limited application or rationality.

I have reviewed the information, the Q&A and have discussed on an informal basis with DOL staff and have a good feel for how the folks in our area view the subject.

[Belgarath]

To the tune of the Star Spangled Banner

Oh say can you "C"

DOL's not too bright

The instructions have failed

To prevent us from dreaming.

While we sit at the bars

Through the depths of the night

And the message boards watched

By the monitor's gleaming.

Oh the graying of hair

And the crap up to there

Is proof, that we're right

That the angst is still there.

Oh say do those new-fangled

Rules still make you rave,

O'er the days before the "C"

And the freedom we crave.

[GMK]

Wow. The sorcerer is quite a lyricist.

Good eddings ... sorry, edit that: good ending, too.

[Tom Poje]

well, okay, here is a start on another

based on

Return to Me (Dean Martin)

Oh Schedule C

Oh I fear to report thee

What I lack, what I lack

the info, that I lack

I abhor

Oh Schedule C

For my heart, it detests thee

Worrisome, worrisome

oh these C's, worrisome

where to start?....