Nucleawasta, I'm pretty sure the level of changes in which Turn-off Auto-Upgrade is located is not "In-Game", ie you have to make the changes on that list, then start a GalCiv3 game (in the same way you can't suddenly decide mid-game that you're sick of those pesky pirates and change their Occurance from Occassional to None). At any rate, once I downloaded v4.0, before I started my first game I turned Auto-Upgrade off so I could be wrong about being able to make that level of changes in-game