Insulin-like growth factor-binding proteins (IGFBPs) 2 modulate IGF-1 action by preventing IGF-1 degradation and by modulating IGF-1 receptor binding (1, 2), yet among the six IGFBP that bind IGF-1, IGFBP-3 and IGFBP-5 exhibit IGFindependent effects (3-6). IGFBP-5 has important effects on cell proliferation, apoptosis, migration, and regulation of transcription (7-9), which have been shown to be relevant to understanding cell differentiation, senescence, and cancer (3). An N-terminal domain of IGFBP-5 contains the IGF-1-binding region and caveolin-binding sites (10). The C-terminal domain does not bind IGF-1, but it can influence the IGF-1 binding affinity (11). A highly basic domain in the C-terminal end of IGFBP-5 (amino acids 201-218) has a functional nuclear localization sequence (12), yet secretion and reuptake of protein and possibly proteolytic processing appears to be required for nuclear translocation (13). Cellular reuptake can occur by several mechanisms that are attributed to the C-terminal domain including uptake by a protein transduction domain (14), binding to transferrin with subsequent uptake by the transferrin receptor (15), a possible IGFBP-5 receptor (6), or interaction with the type V transforming growth factor  receptor (16). It is possible that each of these uptake mechanisms lead to different biological responses. Studies to understand the intranuclear effects of IGFBP-5 have revealed a cryptic domain in the N-terminal portion of the molecule that can act as a transcriptional transactivator (13). Amaar et al. (17) showed that IGFBP-5 201-218 binds to the second and third LIM domains of FHL2, and they proposed that IGFBP-5 participates in transcriptional regulation through binding to this transcriptional co-activator. IGFBP-5 also influences gene transcription through interaction with the retinoic acid receptor-rexinoid receptor system (18). Less is known about IGFBP-5 gene targets and other steps involved in transcriptional control by IGFBP-5.Filamin A (FLNa) is a 280-kDa protein with an N-terminal actin-binding domain followed by 24 repeats that are interrupted by two hinge regions and a C terminus that is responsible for dimerization (19). The hinge regions allow FLNa to function as a molecular leaf spring, lending flexibility and stiffness to the actin filaments (19) when FLNa participates in connections between the intracellular domain of integrins and the cytoskeleton. The 24 Ig-like repeats serve as docking sites for a variety of proteins that regulate cellular responses to growth factors and perturbants of cell-matrix attachments. Thus far, more than 20 FLNa binding partners have been described, and more have been proposed (20). Sites that bind the intracellular domains of integrins (21), the potassium channel, androgen receptor (22), calcium sensing receptor (23), and prostate-specific antigen (24) are near the C terminus (repeats 16 -24). Signal transduction molecules, such as the Rho GTPases (Rho/ Rac/cdc42), RalA, and Smads, bind in repeats 17-23 (25-28). Other proteins can...