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No fee required

x

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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(1)

Estimated solely for the purpose of computing the amount of the filing fee pursuant to Rule 0-11(c)(1)(i) under the Securities Exchange Act of 1934, as amended. Estimate is based on average of high and low sale prices of the Registrant’s common stock as reported on the American Stock Exchange on April 23, 2002 pursuant to Rule 0-11(a)(1) under such Act.

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x

Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1)

Amount previously paid:

2)

Form, Schedule or Registration Statement No.:

3)

Filing Party:

4)

Date Filed:

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Sin

cerely,

Llo

yd McAdams

Ch

airman and Chief Executive Officer

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1.

To approve an amendment to our articles of incorporation to provide for a classified board of directors;

2.

To elect five (5) directors to serve for terms of one to three years, as set forth in the proposal to establish a classified board, or if such proposal is not approved, to serve for the ensuing year and until their successors are duly elected and qualified;

3.

To ratify amendments to our 1997 Stock Option and Awards Plan to increase the number of shares authorized under the plan by 900,000 and to provide for automatic increases in the shares authorized beginning in January 2003;

4.

To approve and adopt an Agreement and Plan of Merger among our company, our external manager Anworth Mortgage Advisory Corporation, and the stockholder of our manager, and the transactions contemplated thereby;

5.

To ratify the appointment of PricewaterhouseCoopers LLP as our independent accountants for the fiscal year ending December 31, 2002; and

6.

To transact such other business as may properly come before the annual meeting or at any adjournment or postponement thereof.

Sin

cerely,

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1.

What may I vote on at the annual meeting?

2.

How does the Board recommend that I vote on the proposals?

3.

Why is the Board recommending that our articles of incorporation be amended to provide for a classified board of directors?

4.

Why is the Board recommending that we amend our 1997 Stock Option and Awards Plan?

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5.

Why has the Merger been proposed?

6.

Why do you not just terminate the Management Agreement with the Manager?

7.

What is the effect of the Merger Proposal?

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8.

How was the amount of the Merger consideration determined?

9.

What rights will I have if I oppose the Merger?

10.

When do you expect the Merger to be completed?

11.

What is a quorum at the annual meeting?

12.

What vote is required to approve the Merger?

13.

Who is entitled to vote at the annual meeting?

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14.

How many shares can vote at the annual meeting?

15.

How will the proxies be voted?

16.

If my shares are held in “street name” by my broker, will my broker vote my shares for me?

17.

Can I change my vote after I have mailed my signed proxy card?

18.

What vote is required to approve each proposal other than the Merger?

19.

What is the effect of abstentions and broker non-votes?

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•

The Merger Proposal—At our annual meeting, our stockholders will be asked to consider and vote upon a proposal to approve the Merger Agreement and the transactions contemplated thereby, including the issuance of 240,000 shares of our common stock to the stockholder of the Manager. Based on the closing price of our common stock on May 13, 2002, those 240,000 shares would be worth approximately $2.9 million.

•

Parties to the Merger

•

Background of the Merger—Since we began operations in 1998, we have retained the Manager to provide the management and advisory services necessary for our operations. Since then we have significantly expanded the size and scope of our operations, and our board of directors now believes that we have achieved a sufficient size to support a self-managed structure.

•

Reasons for the Merger—Our board of directors believes that a self-managed structure will have several advantages. Since self-management is the typical structure for publicly traded companies, we believe that we will be viewed more favorably by investors and analysts after we become self-managed. We also believe that it will be easier to raise capital in the public securities markets and that self-management will, over time enhance the value of our stock. Finally, we believe that the Merger will be accretive to our earnings per share. We anticipate that the elimination of the fees paid to the Manager will more than offset the internal management and administrative expenses that we expect to incur and the dilutive impact of additional shares to be issued in the Merger to the stockholder of the Manager.

•

Effects of the Merger—Upon the closing of the Merger, we will become a self-managed REIT and will cease to pay any fees under the Management Agreement. As a result of becoming a self-advised REIT, we will, however, incur additional administrative and other expenses. Based on current market conditions, we believe that the Merger will be accretive to our earnings per share on a prospective basis.

•

Financial Advisor Opinion—The Special Committee retained Sutter Securities Incorporated to act as its financial advisor and to deliver a written opinion as to the fairness of the Merger, from a financial point of view, to our public stockholders. Sutter delivered its written opinion to the Special Committee to the effect that the Merger is fair, from a financial point of view, to our public stockholders.

•

Interests of Officers and Directors—Certain of our directors and executive officers who were involved in discussions and negotiations relating to the Merger Proposal have interests in connection with the Merger Proposal and the Manager that are different from, and may conflict with, the interests of our company and stockholders. In particular, Lloyd McAdams, our Chairman of the Board, President and Chief Executive Officer, and Heather U. Baines, an Executive Vice President of our company, control a trust that beneficially owns all of the outstanding common stock of the Manager. Mr. McAdams and Ms. Baines are husband and wife. The Merger will result in Mr. McAdams and Ms. Baines receiving, in the aggregate, beneficial ownership of an additional 240,000 shares of our common stock which would be worth approximately $2.9 million based on the May 13, 2002 closing price of our common

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Registration Rights Agreement—We will grant registration rights to the stockholder of the Manager requiring us to register the shares we issue to it as merger consideration.

•

Stock Option and Awards Plan—Approval by our stockholders of the amendments to our 1997 Stock Option and Awards Plan is a condition to the obligation of the Manager to consummate the Merger.

•

Tax Treatment of the Merger—We believe that that the Merger will constitute a tax-free reorganization under the Internal Revenue Code of 1986, as amended, and will not affect our tax status as a REIT.

•

Indemnification—In the Merger Agreement, our company, the Manager and the stockholder of the Manager have agreed to indemnify each other for damages arising from certain matters following the effective time of the Merger.

•

Our board of directors recommends that you vote for the Merger Proposal—After careful consideration and receipt of the recommendation of the Special Committee, our board of directors approved the Merger Proposal and determined that the Merger Proposal is fair to, and in the best interests of, our company and our stockholders. Our board of directors recommends that you vote “FOR” the Merger Proposal.

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*

Member of the audit committee

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Re

spectfully Submitted by the Audit Committee of the Board of Directors,

Charles H. Black

Joe E. Davis

Charles F. Smith

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(1)

The amounts under the columns labeled “5%” and “10%” are included pursuant to certain rules promulgated by the Securities and Exchange Commission and are not intended to forecast future appreciation, if any, in the price of our common stock. The amounts are calculated by using the closing market price of a share of common stock on the grant date as reported by the American Stock Exchange and assuming annual compounded stock appreciation rates of 5% and 10% over the full term of the option. The reported amounts are based on the assumption that the named persons hold the options granted for their full term. The actual value of the options will vary in accordance with the market price of our common stock.

(2)

The options vested six months after the date of the grant.

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(1)

Excludes shares issuable upon the exercise of options pursuant to accrued DERs granted in conjunction with such options, which shares are set forth below.

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(1)

Based upon DERs issued in conjunction with stock option grants. The shares accrued pursuant to DERs represent shares issuable (assuming the underlying options have vested) proportionately upon the exercise of the related stock options at no additional consideration. The number of shares is derived from (a) the product of the dividend per share paid during 2001 multiplied by the number of shares subject to stock options granted to the respective executive officer divided by (b) the fair market value of our common stock on the dividend payment date.

(2)

The additional shares vest 33.3% per year in accordance with the vesting schedule for the related options that were granted in 1998 and 100% upon the third anniversary of the date of the grant of options granted in 1999. The DERs expire ten (10) years from the date of grant or earlier upon termination of employment in accordance with the expiration and termination of the related options.

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*

Less than 1%

(1)

This information was obtained from a Schedule 13G filed with the SEC on February 12, 2002. According to the Schedule 13G, Wellington Management Company, LLP is an investment adviser and it may be deemed to beneficially own 632,900 shares of common stock. Brian P. Hillary is Vice President of Wellington. The address for Wellington is 75 State Street, Boston, Massachusetts 02109.

(2)

Includes (i) 160,800 shares held by Lloyd McAdams and Heather U. Baines as community property, (ii) 110,544 shares subject to stock options exercisable within 60 days of May 13, 2002 and (iii) 30,700 shares owned by the McAdams Family Foundation of which Lloyd McAdams is a director. Mr. McAdams shares voting and investment power over the shares held by the Foundation and disclaims any beneficial interest in the shares held by this entity.

(3)

Includes (i) 160,800 shares held by Lloyd McAdams and Heather U. Baines as community property and (ii) 93,466 shares subject to stock options exercisable within 60 days of May 13, 2002.

(4)

Does not include 240,000 shares that will be received by a trust controlled by Lloyd McAdams and Heather U. Baines if the Merger is approved and consummated. Our board of directors previously granted Lloyd McAdams and his family members an exemption from the 9.8% ownership limitation set forth in our Articles of Incorporation. This exemption permits Lloyd McAdams, Heather U. Baines and Joseph E. McAdams to collectively hold up to 19% of our outstanding shares.

(5)

Includes 10,582 shares subject to stock options exercisable within 60 days of May 13, 2002.

(6)

Includes 10,582 shares subject to stock options exercisable within 60 days of May 13, 2002.

(7)

Includes 19,296 shares subject to stock options exercisable within 60 days of May 13, 2002. Includes 30,700 shares owned by the McAdams Family Foundation of which Joseph McAdams is a director. Mr. McAdams shares voting and investment power over the shares held by the Foundation and disclaims any beneficial interest in the shares held by this entity.

(8)

Includes 3,000 shares subject to stock options exercisable within 60 days of May 13, 2002.

(9)

Each of our directors and officers may be reached at 1299 Ocean Avenue, Suite 200, Santa Monica, California 90401, telephone (310) 394-0115.

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qualified incentive stock options, or ISOs, which meet the requirements of Section 422 of the Code;

•

stock options not so qualified, or NQSOs;

•

deferred stock, in which delivery of common stock occurs upon expiration of a deferral period;

•

restricted stock, in which common stock is granted to participants subject to restrictions on transferability and other restrictions, which lapse over time;

•

performance shares, consisting of a right to receive common stock subject to restrictions based upon the attainment of specified performance criteria;

•

stock appreciation rights, whether in conjunction with the grant of stock options or independent of such grant, or stock appreciation rights that are only exercisable in the event of “a change in control” of our company (as defined in the Stock Option and Awards Plan) or upon other events; and

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•

DERs, consisting of a right to receive cash or stock equal in value to dividends paid with respect to a specified number of shares of common stock, or other periodic payments. The amount of cash that may be paid under a grant of DERs is limited only by the number of DERs awarded and the amount of dividends paid by us to our stockholders.

•

select the employees of our company, any subsidiary, a parent corporation or the Manager who shall be eligible under the Stock Option and Awards Plan; and

•

determine the form of options or awards, or combinations thereof, and whether such options or awards are to operate on a tandem basis or in conjunction with other options or awards.

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•

changes in the management and advisory fees;

•

expenses and liabilities we may assume in, or incur as a result of, the Merger;

•

increases in the prepayment rates on the mortgage loans securing our mortgage-backed securities;

•

changes in short-term interest rates;

•

our ability to use borrowings to finance our assets;

•

risks associated with investing in real estate, including changes in business conditions and the general economy;

•

changes in government regulations affecting our business; and

•

our ability to maintain our qualification as a real estate investment trust for federal income tax purposes.

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Category I—At least 60% of our total assets will generally be adjustable or fixed-rate mortgage securities and short-term investments. Assets in this category will be rated within one of the two highest rating categories by at least one nationally recognized statistical rating organization, or if not rated, will be obligations guaranteed by the United States government or its agencies, Fannie Mae or Freddie Mac.

•

Category II—At least 90% of our total assets will generally consist of Category I investments plus unrated mortgage loans, mortgage securities rated at least investment grade by at least one nationally recognized statistical rating organization, or shares of other REITs or mortgage-related companies.

•

Category III—No more than 10% of our total assets may be of a type not meeting any of the above criteria. Among the types of assets generally assigned to this category are mortgage securities rated below investment grade and leveraged mortgage derivative securities.

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increasing the size of our balance sheet at a rate faster than the rate of increase in our operating expenses;

•

issuing new common stock when market opportunities exist to profitably increase the size of our balance sheet through the use of leverage; and

•

lowering our effective borrowing costs over time by seeking direct funding with collateralized lenders, rather than using financial intermediaries, possibly using commercial paper, medium term note programs, preferred stock and other forms of capital.

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•

The analyses and conclusions of the Special Committee described below (which were adopted by our board of directors as its own);

•

The business reasons for the Merger Proposal set forth below, including the benefits to be realized by us from the Merger Proposal;

•

The negotiations of the representatives of the Special Committee with representatives of the Manager; and

•

The opinion of Sutter delivered to the Special Committee stating that, as of the date of the opinion, the Merger is fair, from a financial point of view, to our public stockholders.

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our belief that self-managed REITs, as compared to externally-advised REITs, have commanded a premium in the marketplace based on traditional financial measures such as the multiple of stock price to funds from operations per share, and thereby may provide such REITs with a competitive advantage in financing their investment portfolios. Although it is not possible to quantify the existence of such premium or the benefit obtained thereby, we believe that the consummation of the Merger will improve our ability to raise capital;

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the possibility that we, as a self-managed REIT, may be more attractive to certain investors and market analysts and may enjoy enhanced market perceptions;

•

the potentially accretive effect on our current and anticipated earnings per share compared to a continuance of the current Management Agreement and its associated base and incentive advisory fees;

•

the efficiencies arising from a self-managed structure, including eliminating the base and incentive advisory fees payable to the Manager, including any built-in profit and the avoidance of future increases thereof if our asset base and profitability continue to grow and if we pursue future equity raises;

•

the alignment of the interests of our management with our stockholders through ownership of our shares;

•

the terms and conditions of the Merger Agreement, including the type and amount of consideration being paid to the Manager’s stockholder which would preserve our cash liquidity;

•

the proven expertise and substantial experience of the employees of the Manager, who will become our employees as a result the Merger, in managing our investments and performing administrative services for us, and who we believe are critical to our successful performance in the future;

•

focusing the full business time and attention of our executive officers on our business operations;

•

the uncertainty of whether our executive officers would continue their role with our company if we terminated the Management Agreement;

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the reduction in potential future conflicts of interest that could develop between us and the Manager;

•

the desirability of substantially mitigating our dependence on the Manager;

•

the benefits associated with the acquisition of all assets of the Manager including, among other things, workforce in place, business books and records, operating systems, contract rights and information bases and systems;

•

the ability to operate consistently with recent market trends that favor self-management of REITs having business operations of our size and scope;

•

the alternatives to the Merger Proposal, including the direct and indirect relative costs and benefits of (x) continuing to be advised by the Manager or (y) terminating the Management Agreement and hiring a new management team and employees or a new outside advisor;

•

the uncertainty of, and length of time necessary for, the calculation of the termination fee under the Management Agreement due to the requirement that an appraisal be done, the likelihood of an extended negotiation process in determining such price and the requirement of a cash payment;

•

the analyses performed by Sutter, including the projected accretive effect of the Merger, a review of previous and similar transactions involving REITs, a review of comparable REITs and a review of the Management Agreement;

•

the opinion of Sutter expressed to the Special Committee on March 27, 2002 that, on such date and subject to certain assumptions, qualifications and limitations stated therein, the Merger is fair, from a financial point of view, to our public stockholders; and

•

the Special Committee also considered certain factors which could, as a result of the Merger, negatively affect us and our stockholders. These factors included the following:

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the conflicts of interest of the negotiating team and certain members of our board of directors in the Merger, including their respective positions at our company, the Manager, as well as the compensation and/or other benefits received by such persons, either directly or indirectly, from the Manager;

•

the potential additional expenses and liabilities expected to be incurred by us;

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the potential adverse tax consequences to us should the Merger fail to qualify as a tax-free reorganization or if any of the Manager’s earnings and profits are carried over to us as a result of the Merger;

•

the potential liabilities associated with the direct employment of personnel, including workers’ disability and compensation claims, labor disputes and other employee-related grievances;

•

the potential loss of certain intangible benefits from being associated with the Manager, including the Manager’s management expertise and capital markets presence;

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that the Merger will be dilutive to our book value; and

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potential liabilities that we may inherit from the Manager as a result of the Merger.

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the due organization, standing, power and authority and similar corporate matters;

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the due authorization of the Merger Agreement and the transactions contemplated thereby;

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the capitalization of the Manager;

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the absence of litigation;

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employee matters;

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the Manager’s compliance with applicable laws;

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tax matters;

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intellectual property rights;

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the Manager’s financial statements;

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the accuracy of the books of account and other financial records of the Manager;

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the absence of any material adverse change; and

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title to assets.

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its power and authority to enter into the Merger Agreement and to consummate the transactions contemplated thereby;

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the due authorization of the Merger Agreement;

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its ownership of the Manager; and

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acknowledgment by the stockholder of the Manager, of certain securities laws restrictions on transferability of our common stock to be received by it in connection with the Merger.

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our corporate organization, standing and power and authority;

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our capitalization;

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the due authorization and approval of the Merger Agreement and the transactions contemplated thereby;

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the validity of our common stock to be issued as consideration in the Merger;

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our financial statements;

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the absence of any material change;

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the timely filing of, and compliance as to form with, all SEC reports, proxy statements or other documents; and

•

the absence of litigation.

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business of the Manager pending the Merger;

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payment of the accrued and unpaid management fee; and

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certain employment matters.

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25% for the first $50 million of average net worth;

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15% for the average net worth between $50 million and $100 million;

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10% for the average net worth between $100 million and $200 million;

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5% for the average net worth in excess of $200 million.

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the three executives will be entitled to participate in our incentive compensation plan and each of these individuals will be provided a minimum percentage of the amounts earned under the 2002 Incentive Compensation Plan. Lloyd McAdams will be contractually entitled to 45% of all amounts paid under the plan; Joe McAdams will be contractually entitled to 25% of all amounts paid under the plan, and Heather U. Baines will be contractually entitled to 5% of all amounts paid under the plan,

•

the incentive compensation plan may not be amended without the consent of the three executives;

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in the event of a registered public offering of our shares, the three executives will be entitled to piggyback registration rights in connection with such offering;

•

in the event any of the three executives is terminated without “cause” or if they terminate for “good reason”, or in the case of Lloyd McAdams or Joseph McAdams their employment agreements are not renewed, then the executives would be entitled to: (1) all base salary due under the contracts, (2) all discretionary bonus due under the contracts, (3) a lump sum payment of an amount equal to three years of the executive’s then-current base salary, (4) payment of COBRA medical coverage for eighteen months, (5) immediate vesting of all pension benefits, (6) all incentive compensation to which the executives would have been entitled to under the contract prorated through the termination date, and (7) all expense reimbursements and benefits due and owing the executives through the termination. In addition, under these circumstances Lloyd McAdams and Joseph McAdams would be entitled to a lump sum payment equal 150% of the greater of (i) the highest amount paid or payable to all employees under the 2002 Incentive Compensation Plan during any one of the three fiscal years prior to their termination, and (ii) the highest amount paid, or that would be payable, under the plan during any of the three fiscal years following their termination Ms. Baines would also be entitled to a lump sum payment equal to all incentive compensation that Ms. Baines would have been entitled to under the plan during the three year period following her termination;

•

the three executives will receive restricted stock grants of 20,000 shares each, which grants will vest in equal, annual installments over ten years following the effective date of the Merger; and

•

the three executives will each be subject to a one-year non-competition provision following termination of their employment.

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the issuance of shares of our common stock pursuant to, and the other transactions contemplated by, the Merger Agreement will have been duly approved by the holders of our common stock;

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there will not be in effect any judgment, writ, order, injunction or decree of any court or governmental body enjoining or otherwise preventing consummation of the transactions contemplated by the Merger Agreement nor will there be pending or threatened by any governmental body or other person any suit, action or proceeding seeking to restrain or restrict the consummation of the Merger or seeking damages in connection therewith which, in the reasonable judgment of our company or the Manager, could have a material adverse effect;

•

at the effective time of the Merger, there will be no suspension of trading activity in the stock market, banking moratoriums, suspension of the extension of credit by lending institutions, war or other major calamities (or any material worsening thereof);

•

the proposed modifications to the employment agreements of Mr. Lloyd McAdams, Ms Heather Baines and Mr. Joseph McAdams shall have been executed;

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we shall have entered into the registration rights agreement and other contracts and agreements contemplated by the Merger Agreement; and

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no material adverse change shall have occurred.

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our due diligence review shall have been completed to our satisfaction; and

•

the fairness opinion of Sutter shall not have been rescinded or withdrawn.

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our stockholders shall have approved the amendments to our 1997 Stock Option and Awards Plan to increase the number of shares authorized thereunder to 1,500,000; and

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we shall have adopted the 2000 Incentive Compensation Plan.

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the mutual written consent of our company and the Manager;

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by either party if the Merger is not consummated by September 30, 2002;

•

if a United States federal or state court, regulatory agency or other governmental body will have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Merger Agreement and such order, decree, ruling or other action will have become final and non-appealable, provided, that the party seeking to terminate the Merger Agreement will have used all reasonable efforts to remove such order, decree, ruling or other action;

•

by either party if a condition to their obligation is not met; or

•

by either party if the other has breached any representation, warranty or covenant.

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the distribution thereof is registered under the Securities Act;

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they are sold in conformity with Rule 144 promulgated by the SEC under the Securities Act; and/or

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some other exemption from registration is available.

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asset and liability management, including acquisition, financing, management and disposition of mortgage-related assets, and credit and prepayment risk management;

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capital management, including oversight of our structuring, analysis, capital raising and investor relations activities; and

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administrative services, including secretarial, data processing, operations and settlement, employee benefit and research services.

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(1)

On September 26, 2000, our board of directors announced that, beginning with the third quarter of 2000, dividends would generally be declared after each quarter-end rather than during the applicable quarter.

(2)

Average equity excludes fair value adjustment for mortgage-backed securities.

(3)

Excludes gain on sale of $430,000 for the year ended December 31, 2001, $71,000 for the quarter ended  March 31, 2001 and $223,000 for the quarter ended March 31, 2002.

(4)

Each ratio for 1998 has been computed by annualizing the results for the 290-day period ended December 31, 1998.

(5)

Excludes incentive fees paid to our management company.

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(1)

Average equity excludes unrealized gain (loss) on available for sale mortgage-backed securities.

(2)

Excludes incentive fees paid to our management company.

(3)

Excludes gain on sale of $223,000 for the quarter ended March 31, 2002, $166,000 for the quarter ended September 30, 2001, $81,000 for the quarter ended June 30, 2001 and $71,000 for the quarter ended March 31, 2001.

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(1)

Average equity excludes unrealized gain (loss) on available for sale securities.

(2)

Excludes incentive fees paid to our management company.

(3)

Excludes gain on sales of $430,000 for the year ended December 31, 2001.

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(1)

Beginning with the third quarter of 2000, our policy has been to generally declare dividends after each quarter-end rather than during the applicable quarter.

(2)

The dividend of $0.54 was based on our retained earnings as of September 30, 2001, of which $0.42 was earned in the third quarter of 2001 and the remaining $0.12 was earned in prior quarters.

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•

Annual Report on Form 10-K for the fiscal year ended December 31, 2001.

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Quarterly Report on Form 10-Q for the quarter ended March 31, 2002; and

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The description of our shares of common stock contained in our registration statement on Form 8-A dated December 12, 1997.

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By

Order of the Board of Directors

Pam

ela J. Watson

Sec

retary

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1.

reviewed the Proxy Statement;

2.

reviewed Anworth Advisory’s unaudited financial statements for the fiscal years ended December 31, 1998 through 2001;

3.

reviewed certain operating and financial information, including projections, provided to us by management relating to Anworth Advisory’s business and prospects;

4.

met with Anworth Advisory’s management to discuss its operations, historical financial statements and future prospects;

5.

reviewed publicly available financial data and stock market performance data of public companies which we deemed generally comparable to Anworth Advisory;

6.

reviewed publicly available financial data and other information with respect to other acquisitions by REITs of their external managers;

7.

reviewed Anworth’s annual reports on SEC Forms 10-K for the fiscal years ended December 31, 2000 and 2001, and its Prospectus dated February 13, 2002;

8.

reviewed publicly available financial data and stock market performance data of Anworth’s common stock;

9.

reviewed the Management Agreement dated as of March 17, 1998, between Anworth and Anworth Advisory;

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10.

reviewed Anworth’s 2002 Incentive Compensation Plan;

11.

reviewed Anworth Advisory’s employment agreements for Joseph Lloyd McAdams, Heather U. Baines, Joseph E. McAdams and addenda to these agreements; and

12.

conducted such other studies, analyses, inquiries and investigations, as we deemed appropriate.

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