TEMPORARY INVESTMENT SERVICES AGREEMENT BY AND AMONG INVESCO ADVISERS, INC. AND MORGAN STANLEY INVESTMENT MANAGEMENT LIMITED
TEMPORARY INVESTMENT SERVICES AGREEMENT BY AND AMONG
INVESCO ADVISERS, INC.
AND
XXXXXX XXXXXXX INVESTMENT MANAGEMENT LIMITED
INVESCO ADVISERS, INC.
AND
XXXXXX XXXXXXX INVESTMENT MANAGEMENT LIMITED
THIS AGREEMENT is made as of this 1st day of June, 2010 by and among Invesco Advisers, Inc.
(“Advisor”), a Delaware corporation, advisor of Invesco Cayman Commodity Fund II (formerly known as
Xxxxxx Xxxxxxx Commodities Alpha Fund (Cayman) Ltd.) (the “Fund”) and Xxxxxx Xxxxxxx Investment
Management Limited (the “Temporary Investment Advisor”), a corporation organized under the existing
laws of England and Wales. All capitalized terms used but not defined herein have the respective
meanings ascribed to them in the Transaction Agreement (defined below).
WHEREAS, Advisor acts as investment adviser to the Fund;
WHEREAS, Buyer and Seller have entered into a Transaction Agreement dated as of October 19,
2009 (the “Transaction Agreement”) whereby Buyer has agreed to acquire the Venus Business including
in respect of its provision of investment advisory services to the ’40 Act Management Funds that
are open-end companies within the meaning of the Investment Company Act and the Fund (each, a
“Venus Business Fund”), which services Buyer intends to be provided by Advisor following the
Closing;
WHEREAS, the Fund is a Cayman Islands wholly-owned subsidiary of one of the Venus Business
Funds;
WHEREAS, in order to implement Advisor’s provision of investment advisory services to the
Venus Business Funds, Buyer and Seller will cooperate to undertake the respective actions
contemplated by the conversion plan attached as Exhibit K to the Transaction Agreement (the
“Conversion Plan”) as promptly as practicable;
WHEREAS, as further contemplated by the Conversion Plan, it is intended that, with respect to
each Venus Business Fund whose investment team is part of the transactions contemplated by the
Transaction Agreement, such investment team will (i) upon the Closing manage the Fund as employees
of Advisor and (ii) in order to facilitate its management of such Fund as employees of Advisor, be
converted onto Advisor’s front-office and middle-office platform (i.e., the Xxxxxxx River system
and similar portfolio management or trading systems) on, or shortly following, the Closing (with
respect to such Fund, its “Investment Team Conversion”);
WHEREAS, it may not be possible to effect the Investment Team Conversion for the Fund at the
Closing;
WHEREAS, with respect to the Fund whose Investment Team Conversion is not effected at Closing,
it is intended that the Venus Business investment team for the Fund (the “Investment Team”) shall
provide investment advisory services to such Fund through the Temporary Investment Advisor pursuant
to this Agreement;
WHEREAS, the Temporary Investment Advisor is an investment adviser registered as such with the
U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as
amended (the “Advisers Act”), is authorized and regulated by the Financial Services Authority
(“FSA”) in the United Kingdom and is willing to provide Advisor and the Fund with investment
management services on the terms and conditions set forth herein; and
WHEREAS, Advisor and the Temporary Investment Advisor desire to enter into an agreement for
the Temporary Investment Advisor to provide temporary investment management services to the Fund
with respect to the investment of the assets of the Fund.
NOW THEREFORE it is mutually agreed:
1. Investment Management Services.
(a) Investment Management
(i) With respect to the Fund, commencing upon the Effective Date (defined below) in
respect of such Fund, and subject to the overall policies, control, direction and review of
the Fund’s Board of Directors (“Board”) and Advisor, the Temporary Investment Advisor shall
manage the investment and reinvestment of the assets of such Fund, determine in its
discretion the securities to be purchased or sold and the portion of such Fund’s assets to
be held uninvested, to provide the Fund with records concerning the Temporary Investment
Advisor’s activities which the Fund is required to maintain, and to render regular reports
to the Fund’s officers and the Board concerning the Temporary Investment Advisor’s discharge
of the foregoing responsibilities. The Temporary Investment Advisor and its affiliates shall
for all purposes herein be deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized, have no authority to act for or represent the
Fund in any way or otherwise be deemed an agent of the Fund.
(ii) The Temporary Investment Advisor shall have full discretion, power and authority
on the Fund’s behalf to buy, sell, retain, exchange or otherwise deal in investments and
other assets, make deposits, subscribe to issues and offers for sale and accept placements
of any investments, enter into foreign currency transactions on a spot or forward basis,
effect transactions on any markets, enter into derivatives (which term, for the purposes of
this Agreement, shall include futures, forwards, options, swaps and other contingent
liability investments, whether executed on a recognized exchange or market or traded
“over-the-counter”) take all day to day decisions and otherwise act as the Temporary
Investment Advisor judges appropriate in relation to the investment and reinvestment of the
portfolio of assets of the Fund. This includes performing all acts and executing all
documents which the Temporary Investment Advisor reasonably considers incidental thereto,
including (without limitation) power to execute and deliver all applications, requests, or
claims for refund, reduction, repayment or credit of, or exemption or relief from, any
withholding tax or similar taxes in any jurisdiction in which such applications, requests or
claims may be made. Subject to guidelines adopted by the Fund, the Temporary Investment
Advisor shall also make recommendations or take action as to the manner in which voting
rights, rights to consent to corporate action and any other rights pertaining to the
portfolio of assets of the Fund shall be exercised.
(iii) In performing these services, the Temporary Investment Advisor shall always
adhere to the restrictions of the Fund’s Declaration of Trust and By-Laws, as they may be
amended and/or restated from time to time to the extent provided to the Temporary Investment
Advisor by Advisor or the Fund, any and all policies, procedures and guidelines adopted by
the Board on behalf of the Fund and provided to the Temporary Investment Advisor by Advisor
or the Fund, such reasonable internal policies, procedures or guidelines of Advisor as
notified by Advisor in writing to be applicable to the Temporary Investment Advisor, the
provisions of the
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Investment Company Act and the statements relating to the Fund’s respective investment
objective(s), investment policies and investment restrictions relating to the shares of the
Fund and provided to the Temporary Investment Advisor by Advisor or the Fund, as well as to
the supervision of Advisor and the Board.
(iv) Unless otherwise instructed by Advisor or the Board, and subject to the provisions
of this Agreement and to any guidelines or limitations specified from time to time by
Advisor or by the Board and provided thereby to the Temporary Investment Advisor, the
Temporary Investment Advisor shall have executed and performed on behalf of and at the
expense of the Fund:
(1) Purchases, sales, exchanges, conversions, and placement of orders for
execution; and
(2) Reporting of all transactions to Advisor and to other entities as directed
by Advisor or by the Board.
(v) The Temporary Investment Advisor may, where reasonable, employ agents (including
affiliates) to perform any administrative, dealing or ancillary services required to enable
the Temporary Investment Advisor to perform its services under this Agreement,
provided that (i) in selecting such an agent, (i) the Temporary Investment Advisor
shall be subject to the duty of care required of the Temporary Investment Advisor hereunder
and (ii) in the case of the delegation of any advisory services, the Temporary Investment
Advisor shall only delegate to an affiliate that is also an investment adviser registered
under the Adviser Act.
(b) Restriction of the Temporary Investment Advisor’ Powers
(i) In carrying out its duties hereunder, the Temporary Investment Advisor shall comply
with all reasonable instructions of the Fund or Advisor in connection therewith. Such
instructions may be given by letter, telex, telefax, electronic mail (“e-mail”) (so long as
a receipt for such e-mail is requested and received) or telephone confirmed by telex or
e-mail (in the manner described above), by the Board or by any other person authorized by a
resolution of the Board provided a certified copy of such resolution has been supplied to
the Temporary Investment Advisor.
(ii) All securities, cash and other assets of the Fund shall be placed and maintained
in the care of a member bank of the Federal Reserve System of the United States approved by
the Board as custodian and/or one or more “Eligible Foreign Custodians” (as defined in Rule
17f-5 under the Investment Company Act).
(iii) Persons authorized by resolution of the Board shall have the right to inspect and
copy contracts, notes, vouchers, and copies of entries in books or electronic recording
media relating to the Fund’s transactions at the registered office of the Temporary
Investment Advisor at any time during normal business hours following reasonable notice to
the Temporary Investment Advisor. Such records, in relation to each transaction effected
by the Temporary Investment Advisor on behalf of the Fund, shall be maintained by the
Temporary Investment Advisor for a period of seven years from the date of each respective
transaction or such longer period as specified by applicable law.
(c) Purchase and Sale of Securities
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In performing the services described above, the Temporary Investment Advisor may place orders
for the purchase or sale of securities either directly with the issuer or with any broker or dealer
(including any affiliate of the Temporary Investment Advisor, to the extent permitted by law),
provided that the Temporary Investment Advisor shall seek to obtain for the Fund the most favorable
price and execution available. The Temporary Investment Advisor may, to the extent authorized by
law, cause the Fund to pay a broker or dealer (including an affiliate of the Temporary Investment
Advisor, to the extent permitted by law) who provides brokerage and research services an amount of
commission for effecting the Fund’s investment transactions in excess of the amount of commission
another broker or dealer would have charged for effecting such transactions, in recognition of the
brokerage and research services provided by the broker or dealer. To the extent authorized by law,
the Temporary Investment Advisor shall not be deemed to have acted unlawfully or to have breached
any duty created by this Agreement or otherwise solely by reason of such action.
2. Duties of Advisor.
(a) Provision of Information
Advisor shall advise the Temporary Investment Advisor from time to time, with respect to the
Fund, of the Fund’s investment objective, investment policies and investment restrictions and of
any changes or modifications thereto, by sending to the Temporary Investment Advisor a copy of each
registration statement and amendment thereto of the Fund relating to the Fund as filed with the SEC
and marked to show changes from the previously effective version thereof. As requested by the
Temporary Investment Advisor, Advisor shall furnish or shall cause the custodian of the Fund to
furnish, such information that it has in its possession and that is not otherwise available to the
Temporary Investment Advisor or its affiliates such information to the Temporary Investment Advisor
as to holdings, purchases, and sales of the securities under its management as will reasonably
enable the Temporary Investment Advisor to furnish its investment advice under this Agreement.
(b) Compensation to the Temporary Investment Advisor
For the services rendered, the facilities furnished and expenses assumed by the Temporary
Investment Advisor, Advisor shall pay to the Temporary Investment Advisor a fee as set forth in
Schedule B in respect of the Fund.
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3. Provision of Certain Information by Temporary Investment Advisor.
The Temporary Investment Advisor will promptly notify, and in the case of Section 3(c) provide
reasonable advance notice to, Advisor and the Fund in writing of the occurrence of any of the
following events:
(a) the Temporary Investment Advisor fails to be registered as an investment adviser under the
Advisers Act or under the laws of any jurisdiction in which the Temporary Investment Advisor is
required to be registered as an investment adviser in order to perform its obligations under this
Agreement;
(b) the Temporary Investment Advisor is served or otherwise receives written notice of any
action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court,
public board or body, involving the affairs of the Fund; and
(c) any change in the portfolio manager of the Fund.
The Temporary Investment Advisor will keep the Fund and Advisor promptly informed of changes
at the Temporary Investment Advisor relating to its duties hereunder of which the Temporary
Investment Advisor knows would materially affect its management of the Fund, including but not
limited to any changes in the senior investment personnel assigned to the Fund’ accounts.
4. Miscellaneous.
(a) Limitation of Liability of the Temporary Investment Advisor
No warranty is given by the Temporary Investment Advisor as to the performance or
profitability of the Fund or any part of them.
The Temporary Investment Advisor will not be responsible to Advisor or the Fund or otherwise
for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank,
custodian or sub-custodian (each a “Fund Agent”) with whom it transacts business on Advisor’s or
the Fund’s behalf, unless Temporary Investment Advisor was grossly negligent in its selection of
such Fund Agent. The Temporary Investment Advisor shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for any act or omission in the
performance of investment management services rendered with respect to the Fund, except for willful
misfeasance, bad faith or gross negligence in the performance of its duties or by reason of
reckless disregard of its obligations and duties hereunder. Certain federal and state laws may
impose liabilities under certain circumstances on persons who act in good faith, and nothing herein
shall in any way constitute a waiver or limitation of any rights which the Fund may have under any
such applicable law.
(b) Indemnification.
(i) With respect to the Fund, the Advisor agrees to indemnify and hold harmless the
Temporary Investment Advisor, its employees, agents, officers, directors, affiliates, and
nominees (collectively, the “Temporary Investment Advisor Indemnified Parties”) from and
against any and all claims, demands, actions and suits and from and against any and all
judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other
expenses of every nature and character which may be asserted against or incurred by any
Temporary Investment Advisor
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Indemnified Party or for which any Temporary Investment Advisor Indemnified Party may
be held liable (a “Claim”) arising out of or in any way relating to (i) the Temporary
Investment Advisor’ performance of it duties hereunder with respect to such Fund, except to
the extent such Claim resulted from an action or omission for which the Temporary Investment
Advisor would not be entitled to exculpation pursuant to Section 4(a) hereof or (ii) actions
or omissions of the Fund, Advisor, the Fund or any of their other agents or service
providers.
(ii) With respect to the Fund, the Temporary Investment Advisor agrees to indemnify and
hold harmless the Fund, Advisor, the Fund and each of their and its employees, agents,
officers, directors, affiliates, and nominees (collectively, the “Advisor Indemnified
Parties”) from and against any Claim arising out of or in any way relating to (i) any breach
of the Temporary Investment Advisor’ obligations hereunder; (ii) actions or omissions of the
Temporary Investment Advisor for which the Temporary Investment Advisor would not be
entitled to exculpation pursuant to Section 4(a) hereof; or (iii) any material
misrepresentation under this Agreement.
(iii) This Section 4(b) shall survive the termination of this Agreement indefinitely or
until the latest date permitted by law.
(c) Compliance with Applicable Laws and Regulations
The Temporary Investment Advisor shall obtain and at all times maintain and comply with the
terms of all relevant material authorizations, licenses, consents, approvals and registrations and
comply with all relevant laws and regulations, necessary for the purpose of performing any of its
duties and obligations under this Agreement. The Temporary Investment Advisor shall promptly
inform Advisor and the Board if the Temporary Investment Advisor becomes unable to comply with the
terms of or maintain any such authorizations, licenses, consents, approvals or registrations.
(d) Compliance Program of the Temporary Investment Advisor
The Temporary Investment Advisor hereby represents and warrants that:
| (i) | in accordance with Rule 206(4)-7 under the Advisers Act, the Temporary Investment Advisor has adopted and implemented and will maintain written policies and procedures reasonably designed to prevent violation by the Temporary Investment Advisor and its supervised persons (as such term is defined in the Advisers Act) of the Advisers Act and the rules the SEC has adopted under the Advisers Act; and | ||
| (ii) | to the extent that Temporary Investment Advisor’ activities or services could affect the Fund, the Temporary Investment Advisor has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as such term is defined in Rule 38a-1 under the Investment Company Act) by the Fund and the Temporary Investment Advisor (the policies and procedures referred to in this Paragraph 4(d)(ii), along with the policies and procedures referred to in Paragraph 4(d)(i), referred to herein as the Temporary Investment Advisor’ “Compliance Program”). |
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(e) Records and Reports
| (iii) | The Temporary Investment Advisor will keep accurate and detailed records with respect to all receipts, investments, sales, disbursements and other transactions carried out by the Temporary Investment Advisor for a Fund. | ||
| (iv) | All records held pursuant to this clause by the Temporary Investment Advisor shall be open to inspection by Advisor or the Fund, and the Temporary Investment Advisor will provide Advisor and the Fund with such access as it itself has to records held by any relevant third party, in each case at reasonable times during business hours and upon the giving of reasonable notice by Advisor or a Fund. | ||
| (v) | The Temporary Investment Advisor will not provide Advisor with an individual trade confirmation of each portfolio transaction unless Advisor has specifically requested the Temporary Investment Advisor to do so. Any records, reports which are required to be maintained or furnished by the Temporary Investment Advisor may be maintained and delivered exclusively in electronic form. Any such record (including a scanned copy of any paper document) shall be deemed an original for all purposes and may be admitted in evidence in any action, proceeding or counterclaim related to the subject matter of this Agreement, even though the paper source document is unavailable. | ||
| (vi) | The Temporary Investment Advisor will, upon receipt of reasonable notice, provide Advisor with the transaction books and records of the Fund that are required to be maintained by the Temporary Investment Advisor relating to the Fund’s transactions from the Effective Date through such Fund’s Investment Team Conversion. |
(f) Confidentiality and Disclosure
The Temporary Investment Advisor and Advisor undertake to keep private and confidential all
information acquired in connection with this Agreement, and not to disclose such information
to any person except to the extent that:
(i) the other party gives prior consent; or
(ii) disclosure is required by law, regulation, regulatory authority or court order;
(iii) disclosure to a counterparty to a transaction effected for a Fund is required as
a condition to such transaction;
(iv) disclosure is necessary to enable the Temporary Investment Advisor to perform its
obligations under this Agreement; or
(v) the information now is or hereafter comes into the public domain without fault on
the part of the Temporary Investment Advisor.
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(g) Services Not Exclusive
Nothing in this Agreement shall prevent the Temporary Investment Advisor or any officer,
employee or affiliate thereof from acting as investment advisor for any other person, firm or
corporation, or from engaging in any other lawful activity, and shall not in any way limit or
restrict the Temporary Investment Advisor or any of its officers, employees or agents from buying,
selling or trading any securities for its or their own accounts or for the accounts of others for
whom it or they may be acting.
(h) Duration of Agreement
(i) With respect to the Fund, this Agreement shall become effective upon the Closing,
if, the Fund’s Investment Team Conversion has not yet been effected (with respect to
such Fund, the “Effective Date”). Following the Effective Date in respect of the
Fund, this Agreement, unless terminated pursuant to paragraph (ii), (iii), (iv) or (v)
below, shall continue in effect with respect to such Fund for two years from such
Effective Date, and thereafter shall continue in effect from year to year, provided
that its continued applicability is specifically approved at least annually by the
Board or by a vote of the holders of a majority of the outstanding shares of such
Fund.
(ii) This Agreement shall terminate with respect to the Fund upon the occurrence of
such Fund’s Investment Team Conversion and the commencement of the employment of such
Investment Team with the Adviser.
(iii) This Agreement may be terminated with respect to any or all of the Fund by
thirty (30) days’ written notice by either Advisor or the Temporary Investment Advisor
to the other party, provided that the Temporary Investment Advisor may not terminate
this Agreement with respect to the Fund prior to the end of the True-Up Period (as
defined in the Transaction Agreement). The Agreement may also be terminated at any
time, without the payment of any penalty, with respect to the Fund (by vote of the
Fund’s Board or, by the vote of a majority of the outstanding voting securities of
such Fund(s)), on thirty (30) days’ written notice to both Advisor and the Temporary
Investment Advisor. This Agreement shall automatically terminate in the event of the
termination of the investment advisory agreement between Advisor and the Fund.
(iv) This Agreement shall terminate in the event of its assignment. The term
“assignment” for this purpose shall have the same meaning set forth in Section 2(a)(4)
of the Investment Company Act.
(v) This Agreement shall terminate forthwith by notice in writing on the happening of
any of the following events:
| (1) | If Advisor or the Temporary Investment Advisor shall go into liquidation (except a voluntary liquidation for the purpose of and followed by a bona fide reconstruction or amalgamation upon terms previously approved in writing by the party not in liquidation) or if a receiver or both receiver and manager of any of the assets of either of them is appointed; or |
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| (2) | If either of the parties hereto shall commit any breach of the provisions hereof and shall not have remedied such breach within 30 days after the service of notice by the party not in breach on the other requiring the same to be remedied. | ||
| (3) | Other than in accordance with Investment Team Conversion, the portfolio manager ceases to be employed by the Temporary Investment Advisor for whatever reason. |
(v) Termination shall be without prejudice to the completion of any transactions which
the Temporary Investment Advisor shall have committed to on behalf of the Fund prior
to the time of termination. The Temporary Investment Advisor shall not effect, and the
Fund shall not be entitled to instruct the Temporary Investment Advisor to effect, any
further transactions on behalf of the Fund subsequent to the time termination takes
effect.
(vii) On the termination of this Agreement and completion of all matters referred to
in the foregoing paragraph (vi), the Temporary Investment Advisor shall deliver or
cause to be delivered to the Fund copies of all documents, records and books of the
Fund required to be maintained pursuant to Rules 31a-1 or 31a-2 under the Investment
Company Act which are in the Temporary Investment Advisor’ possession, power or
control and which are valid and in force at the date of termination.
(i) Notices
Any notice, request, instruction, or other document to be given under this Agreement by any
party hereto to the other parties shall be in writing and, if other than routine business
correspondence, delivered by (1) confirmed facsimile, (2) registered or certified mail or United
States Postal Service Express Mail®, (3) a nationally recognized overnight courier, (4)
hand, or (5) e-mail (so long as a receipt for such e-mail is requested and received). Such writing
shall be addressed to a party as set forth below, or to such other address as a party may from time
to time designate in any notice. Any notice given hereunder shall be effective upon receipt.
If to the Temporary Investment Advisor, to:
c/o Morgan Xxxxxxx Investment Management Limited
00 Xxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxxx X00 0XX
Attention: Managing Director Legal
00 Xxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxxx X00 0XX
Attention: Managing Director Legal
If to Advisor, to:
Invesco Advisers, Inc.
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00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: General Counsel
with copy to:
Invesco Ltd.
0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
(j) Choice of Law
This Agreement shall be construed according to, and the rights and liabilities of the parties
hereto shall be governed by, the laws of the United States and the State of New York, without
regard to the conflicts of laws principles thereof.
(k) Agreed Tax Treatment of Payments
Advisor and the Temporary Investment Advisor agree that, for all tax purposes, (i) the
Temporary Investment Advisor shall be treated as an independent contractor of Advisor in respect of
the services it performs under the terms of this agreement, and (ii) any payment made by Advisor to
the Temporary Investment Advisor under this agreement shall be treated by both Advisor and the
Temporary Investment Advisor as a payment for services performed by the Temporary Investment
Advisor
(l) Miscellaneous
This Agreement may be executed in any number of counterparts, each of which shall be deemed to
be an original and all of which together shall constitute one and the same document. Each party to
this Agreement may execute and deliver this Agreement by an executed signature page transmitted by
facsimile or electronic mail, and the same shall constitute an original for all purposes. To the
extent that any provision of this Agreement is prohibited or ineffective under applicable law, this
Agreement shall be considered amended to the minimum extent possible in order to make the Agreement
effective under applicable law (and, if the applicable law is subsequently amended or interpreted
in such manner as to make effective any provision of this Agreement that was formerly rendered
invalid, such provision shall automatically be considered to be valid from the effective date of
such amendment or interpretation. Each party hereby irrevocably consents and submits to the
exclusive personal jurisdiction of the state and federal courts located in the County of New York,
State of New York in the event of any dispute with respect to the subject matter of this Agreement
or the validity or interpretation hereof. Trial by jury in any action, proceeding or counterclaim
arising hereunder or with respect hereto is hereby waived. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof. This Agreement may not be
modified, nor any term or condition hereof waived, except in a writing signed by the party sought
to be charged therewith.
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IN WITNESS WHEREOF, the Agreement has been executed as of the date first above given.
| INVESCO ADVISERS, INC. | XXXXXX XXXXXXX INVESTMENT MANAGEMENT LIMITED | |||||||||
By:
|
/s/ Xxxx X. Xxxx | By: | /s/ Xxxxxx Onslow | |||||||
| Title: Senior Vice President | Title: Director | |||||||||
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Schedule A
Fund
Invesco Cayman Commodity Fund II Ltd.
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Schedule B
Compensation
| Fund | Monthly Fee | |
Invesco Cayman Commodity Fund II Ltd.
|
none |
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