Exhibit 4(d)
GROWTH PORTFOLIO
PORTFOLIO MANAGER AGREEMENT
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Agreement, made this January 8, 2001, among The Fulcrum Trust (the "Trust"), a
Massachusetts business trust; Allmerica Financial Investment Management
Services, Inc. (the "Manager"), a Massachusetts corporation; and Analytic
Investors, Inc. (the "Portfolio Manager"), a California corporation. This
Agreement supercedes the interim agreement among the parties dated September 25,
2000.
WHEREAS, the Trust is a diversified, open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Manager and the Portfolio Manager are both registered as investment
advisers under the Investment Advisers Act of 1940; and
WHEREAS, the Trust is authorized to issue shares of beneficial interest in
separate portfolios with each such portfolio representing interests in a
separate portfolio of securities and other assets; and
WHEREAS, the Manager has entered into a management agreement with the Trust,
pursuant to which the Manager will provide, among other services, advice with
respect to the selection and monitoring of portfolio managers to handle the
day-to-day investment management of certain portfolios; and
WHEREAS, the Trust and the Manager desire to retain the Portfolio Manager to
provide investment advisory services to the Growth Portfolio of the Trust (the
"Portfolio"), and the Portfolio Manager is willing to render such services.
Therefore, the parties agree as follows:
1. Appointment. The Trust hereby appoints the Portfolio Manager to provide
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investment advisory services with respect to the Portfolio for the period and on
the terms set forth in this Agreement, subject to the direction of the Board of
Trustees of the Trust (the "Board of Trustees"). The Portfolio Manager accepts
such appointment and agrees to render the services described herein for the
compensation provided in paragraph 13.
2. Services of the Portfolio Manager.
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(a) Subject to the supervision of the Board of Trustees, the Portfolio
Manager will provide day-to-day investment management of the Portfolio. The
Portfolio Manager will provide investment research and conduct a continuous
program of evaluation, investment, sales, and reinvestment of the Portfolio's
assets by determining the securities and other investments that shall be
purchased, entered into, sold, closed, or exchanged for the Portfolio, when
these transactions should be executed, and what portion of the assets of the
Portfolio should be held in
the various securities and other investments in which it may invest. The
Portfolio Manager is hereby authorized to execute and perform such services on
behalf of the Portfolio. To the extent permitted by the investment policies of
the Portfolio, the Portfolio Manager shall make decisions for the Portfolio as
to foreign currency matters and make determinations as to, and execute and
perform, foreign currency exchange contracts on behalf of the Portfolio. The
Portfolio Manager will provide the services under this Agreement in accordance
with the Portfolio's investment objective or objectives, policies, and
restrictions as stated in the Trust's registration statement under the
Securities Act of 1933 and the 1940 Act as filed with the Securities and
Exchange Commission ("SEC") and amended from time to time (the "Registration
Statement"). Manager shall promptly provide Portfolio Manager with the most
current effective version of such Registration Statement if any amendments or
supplements to the Registration Statement are filed with the SEC.
(b) The Portfolio Manager will use reasonable efforts to manage the
Portfolio so that it will (1) qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code, and (2) comply with the
diversification requirements of Section 817(h) of the Internal Revenue Code and
regulations issued thereunder. In managing the Portfolio in accordance with
these requirements, the Portfolio Manager shall be entitled to receive and act
upon advice of counsel to the Trust or counsel to the Manager.
(c) On occasions when the Portfolio Manager deems the purchase or sale of a
security to be in the best interest of the Portfolio as well as any other
investment advisory clients, the Portfolio Manager may, to the extent permitted
by applicable laws and regulations, including, but not limited to Section 17(d)
of the 1940 Act, but shall not be obligated to, aggregate the securities to be
so sold or purchased with those of its other clients. In such event, allocation
of the securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Portfolio Manager in a manner that is fair and
equitable in the judgment of the Portfolio Manager in the exercise of its
fiduciary obligations to the Trust and to such other clients.
(d) In connection with the purchase and sale of securities for the
Portfolio, the Portfolio Manager will arrange for the transmission to the
custodian for the Trust on a daily basis, such confirmation, trade tickets, and
other documents and information as may be reasonably necessary to enable the
custodian to perform its administrative and recordkeeping responsibilities with
respect to the Portfolio. With respect to portfolio securities to be purchased
or sold through the Depository Trust Company, the Portfolio Manager will arrange
for the automatic transmission of the confirmation of such trades to the Trust's
custodian. The Portfolio Manager will provide to the Manager copies of the
documents and information sent to the custodian and the Depository Trust Company
as requested by the Manager.
(e) The Portfolio Manager will provide reasonable assistance to the
custodian or recordkeeping agent for the Trust in determining, consistent with
the procedures and policies stated in the Registration Statement, the value of
any portfolio securities or other assets of the Portfolio for which the
custodian or recordkeeping agent seeks assistance or review from the Portfolio
Manager.
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(f) The Portfolio Manager shall regularly report to the Board of Trustees
on the investment program for the Portfolio, and will furnish the Board of
Trustees such periodic and special reports as the Board may reasonably request.
(g) The Portfolio Manager shall make its officers and employees available
to the Board of Trustees, officers of the Trust, and officers of the Manager for
consultation and discussions regarding the investment program for the Portfolio
at such times as the Board of Trustees, officers or Manager may reasonably
request.
3. Broker-Dealer Selection. The Portfolio Manager is responsible for decisions
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to buy and sell securities and other investments for the Portfolio,
broker-dealer selection, and negotiation of brokerage commission rates. The
Portfolio Manager's primary consideration in effecting a security transaction
will be to obtain the best execution for the Portfolio. Subject to such policies
as the Board of Trustees may determine and consistent with Section 28(e) of the
Securities Exchange Act of 1934, the Portfolio Manager shall not be deemed to
have acted unlawfully or to have breached any duty created by this Agreement or
otherwise solely by reason of its having caused the Portfolio to pay a
broker-dealer for effecting a portfolio investment transaction in excess of the
amount of commission another broker-dealer would have charged for effecting that
transaction, if the Portfolio Manager determines in good faith that such amount
of commission was reasonable in relation to the value of the brokerage and
research services provided by such broker-dealer, viewed in terms of either that
particular transaction or the Portfolio Manager's overall responsibilities with
respect to the Portfolio and to its other clients as to which it exercises
investment discretion.
4. Employees. In rendering the services required under this Agreement, the
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Portfolio Manager may, from time to time, employ such person or persons as it
believes necessary to assist it in carrying out its obligations under this
Agreement. The Portfolio Manager shall be responsible for making reasonable
inquiries and for reasonably ensuring that:
(i) no employee of the Portfolio Manager who provides investment advice to the
Trust:
(a) has been convicted, in the last ten (10) years, of any felony or
misdemeanor arising out of conduct involving embezzlement, fraudulent
conversion, or misappropriation of funds or securities, or involving
violations of Sections 1341, 1342, or 1343 of Xxxxx 00, Xxxxxx Xxxxxx
Code; or
(b) has been found by any state regulatory authority, within the last
ten (10) years, to have violated or to have acknowledged violation of
any provision of any state insurance law involving fraud, deceit, or
knowing misrepresentation; or
(c) has been found by any federal or state regulatory authorities,
within the last ten (10) years, to have violated or to have
acknowledged violation of any provisions of federal or state securities
laws involving fraud, deceit, or knowing misrepresentation; and
(ii) no employee of the Portfolio Manager is ineligible by reason of Section 9
of the 1940 Act to serve as an employee of an investment adviser to an
investment company.
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5. Conformity with Applicable Law. The Portfolio Manager, in the performance
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of its duties and obligations under this Agreement, shall act in conformity with
the Registration Statement and with the instructions and directions of the Board
of Trustees and will conform to, and comply with, the requirements of the 1940
Act and all other applicable federal and state laws and regulations.
6. Exclusivity. The services of the Portfolio Manager under this Agreement are
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not deemed exclusive, and the Portfolio Manager, or any affiliate thereof, shall
be free to render similar services to other investment companies and other
clients and to engage in other activities, so long as its services hereunder are
not materially impaired thereby.
7. Documents. The Trust has delivered copies of each of the following
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documents to the Portfolio Manager and will promptly deliver to it all future
amendments and supplements thereto, if any:
(a) the Trust's Declaration of Trust and its by-laws;
(b) the Registration Statement; and
(c) the prospectus and statement of additional information of the Trust
as currently in effect and as amended and supplemented from time to time.
8. Records. The Portfolio Manager agrees to maintain and to preserve records
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relating to the Trust as required by the 1940 Act. The Portfolio Manager further
agrees that all records which it maintains for the Trust are the property of the
Trust and it will promptly surrender any of such records upon request.
9. Disclosure by Portfolio Manager. The Portfolio Manager will not disclose or
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use any records or information obtained pursuant to this Agreement (excluding
investment research and investment advice) in any manner whatsoever except as
required to carry out its duties as investment adviser or in the ordinary course
of business in connection with placing orders for the purchase and sale of
securities, and will keep confidential any information obtained from the Trust
pursuant to this Agreement, and disclose such information only if the Board of
Trustees has authorized such disclosure, or if such disclosure is expressly
required by applicable federal or state law or regulations or regulatory
authorities having the requisite authority.
10. Disclosure about Portfolio Manager. The Portfolio Manager will cooperate
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with the Trust and the Manager by providing and reviewing information relating
to the Portfolio Manager and the Portfolio for use in the Registration
Statement, shareholder reports and other documents. The Portfolio Manager
represents and warrants that it is a duly registered investment adviser under
the Investment Advisers Act of 1940 and a duly registered investment adviser in
all states in which the Portfolio Manager is required to be registered.
11. Compliance. The Portfolio Manager agrees that it shall promptly notify the
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Manager and the Trust in the event that:
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(a) the SEC has censured the Portfolio Manager; placed limitations upon
its activities, functions or operations; suspended or revoked its registration
as an investment adviser; or commenced proceedings or an investigation that may
result in any of these actions; or
(b) the Portfolio Manager has a reasonable basis for believing that the
Portfolio has ceased to qualify or might not qualify as a regulated investment
company under Subchapter M of the Internal Revenue Code; or
(c) the Portfolio Manager has a reasonable basis for believing that the
Portfolio has ceased to comply or might not comply with the diversification
provisions of Section 817(h) of the Internal Revenue Code or the regulations
thereunder; or
(d) the Portfolio Manager has actual knowledge that a material fact that
is not contained in the Registration Statement or prospectus for the Trust, or
any amendment or supplement thereto, or that any statement contained therein
that has become untrue or misleading in any material respect.
12. Expenses. During the term of this Agreement, the Portfolio Manager will pay
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all expenses incurred by it in connection with its activities under this
Agreement, including all rent and other expenses involved in providing office
space and equipment required by the Portfolio Manager and the salaries and
expenses of all personnel of the Portfolio Manager. The Portfolio Manager
further agrees to pay all salaries, fees and expenses of any officer or trustee
of the Trust who is an officer, director or employee of the Portfolio Manager or
any of its affiliates. Nothing in this Agreement shall require the Portfolio
Manager to bear the expenses of the Trust or Manager, including but not limited
to the following expenses:
(a) Fees of the Manager;
(b) Charges for audits by the Trust's independent public accountants;
(c) Charges of the Trust's transfer agent, registrar, and/or dividend
disbursing agent;
(d) Charges of the Trust's custodian and/or accountant;
(e) Costs of obtaining quotations for calculating the value of each
Portfolio's net assets;
(f) Costs of maintaining the Trust's tax records;
(g) Salaries and other compensation of any of the Trust's executive
officers and employees, if any, who are not officers, directors, or employees of
the Portfolio Manager or any of its affiliates;
(h) Taxes levied against the Trust;
(i) Brokerage fees and commissions in connection with the purchase and
sale of portfolio
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securities for the Trust;
(j) Costs, including the interest expense, of borrowing by the Trust;
(k) Costs and/or fees incident to meetings of the Trust's shareholders,
the preparation and mailings of prospectuses, reports, proxy statements and
other communications by the Trust to its shareholders, the filing of reports
with regulatory bodies, the maintenance of the Trust's existence, and the
registration of shares with federal and state securities or insurance
authorities;
(l) The Trust's legal fees, including the legal fees related to the
registration and continued qualification of the Trust's shares for sale;
(m) Costs of printing stock certificates representing shares of the Trust;
(n) Trustees' fees and expenses of Trustees who are not officers,
directors, or employees of the Portfolio Manager or any affiliates;
(o) Trust's pro rata portion of the fidelity bond required by Section
17(g) of the 1940 Act, or other insurance premiums;
(p) Membership dues for any association of which the Trust is a member;
(q) Extraordinary expenses of the Trust as may arise, including expenses
incurred in connection with litigation, proceedings, other claims against the
Trust (unless the Portfolio Manager is responsible for such expenses under
paragraph 14 of this Agreement), and the legal obligations of the Trust to
indemnify its trustees, officers, employees, shareholders, distributors, and
agents with respect to such claims; and
(r) Organizational and offering expenses of the Trust and, if applicable,
reimbursement (with interest) of underwriting discounts and commissions.
13. Compensation.
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(a) For the services provided and the expenses borne by the Portfolio
Manager pursuant to this Agreement, the Trust will pay the Portfolio Manager 80%
of the Monthly Advisory Fee, as that terms is defined in this paragraph.
(b) The Portfolio will pay at the end of each month, an advisory fee (the
"Monthly Advisory Fee"). The Monthly Advisory Fee equals the Basic Fee (as
defined in paragraph 13(c) below) plus the Incentive Fee (as defined in
paragraph 13(d) below) and adjusted, if so required, by paragraph 13(g) below.
(c) The Basic Fee equals one-twelfth of 2% multiplied by the Portfolio's
average daily net assets for the previous 12 months (including the month for
which the fee is being calculated).
(d) The Incentive Fee equals: (i) one-twelfth of the Annual Incentive Fee
set forth in the
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chart below based on the difference between the Performance of the Portfolio and
the Performance of the Benchmark, as those terms are defined in paragraphs 13(e)
and 13(f) below; (ii) multiplied by the Portfolio's average daily net assets for
the previous 12 months (including the month for which the fee is being
calculated).
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Percentage Point Difference Between Performance of the Portfolio and Performance of the
Benchmark Annual
Incentive
Fee (%)
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+7.5 or greater 2.0%
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+6.0 or greater, but less than +7.5 1.5
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+4.5 or greater, but less than +6.0 1.0
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+3.0 or greater, but less than +4.5 0.5
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+1.5 or greater, but less than +3.0 0.0
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0.0 or greater, but less than +1.5 -0.5
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-1.5 or greater, but less than 0.0 -1.0
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-3.0 or greater, but less than -1.5 -1.5
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Less than -3.0 -2.0
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(e) The Performance of the Portfolio will be calculated by first
determining the change in the Portfolio's net asset value per share during the
previous twelve months (including the month for which the fee is being computed)
assuming the reinvestment of distributions during that period, and then
expressing this amount as a percentage of the net asset value per share at the
beginning of the period. Net asset value per share is calculated by dividing the
value of the securities held by the Portfolio plus any cash or other assets
minus all liabilities including accrued advisory fees and the other expenses, by
the total number of shares outstanding at the time. The Performance of the
Portfolios shall be calculated in accordance with SEC rules.
(f) The Performance of the Benchmark will be calculated by first
determining the change in the level of the Benchmark during the previous twelve
months (including the month for which the fee is being computed) plus the value
of any cash dividends or distributions made by the companies whose securities
comprise the Benchmark accumulated to the end of the period, and then expressing
this amount as a percentage of the Benchmark at the beginning of the period. The
Performance of the Benchmark shall be calculated in accordance with SEC rules.
The Benchmark is the Standard & Poors 500 Index. If the Benchmark ceases to be
published, changes in any material respect or otherwise becomes impracticable to
use for purposes of the Incentive Fee, the Monthly Advisory Fee will equal the
Basic Fee (with no incentive adjustment) until such time as the Board of
Trustees approves a substitute Benchmark.
(g) Notwithstanding paragraphs 13(a)-13(f) above, if the Performance of a
Portfolio (minus payment of all expenses, including the Basic Fee and any
Incentive Fee) is negative and
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does not exceed the Performance of the Benchmark by six percentage points, then
the Monthly Advisory Fee will equal zero. Notwithstanding paragraphs 13(a)-13(f)
above, if the Performance of a Portfolio (minus payment of all expenses,
including the Basic Fee and any Incentive Fee) is negative, exceeds the
Performance of the Benchmark by six percentage points, but does not exceed the
Performance of the Benchmark by twelve percentage points, then the Monthly
Advisory Fee will not be greater than one-twelfth of 1% of the Portfolio's
average daily net assets for the previous 12 months (including the month for
which the fee is being calculated). Notwithstanding paragraphs 13(a)-13(f)
above, if the Performance of a Portfolio (minus payment of all expenses,
including the Basic Fee and any Incentive Fee) is negative and exceeds the
Performance of the Benchmark by twelve percentage points, then the Monthly
Advisory Fee will not be greater than one-twelfth of 2% of the Portfolio's
average daily net assets for the previous 12 months (including the month for
which the fee is being calculated).
14. Liability and Indemnification. The Portfolio Manager, the Manager and the
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Trust each may rely on information reasonably believed by it to be accurate and
reliable. The Portfolio Manager shall not be liable to the Trust or its
shareholders for any loss suffered by the Trust as the result of any negligent
act or error of judgment of the Portfolio Manager in connection with the matters
to which this Agreement relates, except a loss resulting from a breach by the
Portfolio Manager of its fiduciary duty with respect to the receipt of
compensation for services (in which case any award of damages shall be limited
to the period and the amount set forth in Section 36(b)(3) of the 0000 Xxx) or
loss resulting from willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement. The Trust shall indemnify the
Portfolio Manager and hold it harmless from all cost, damage and expense,
including reasonable expenses for legal counsel, incurred by the Portfolio
Manager resulting from actions for which it is relieved of responsibility by
this paragraph. The Portfolio Manager shall indemnify the Trust and hold it
harmless from all cost, damage and expense, including reasonable expenses for
legal counsel, incurred by the Trust resulting from (i) a breach by the
Portfolio Manager of its fiduciary duty with respect to compensation for
services paid by the Trust (in which case any award of damages shall be limited
to the period and the amount set forth in Section 36(b)(3) of the 1940 Act);
(ii) willful misfeasance, bad faith or gross negligence by the Portfolio Manager
in the performance of its duties under this Agreement; or (iii) reckless
disregard by the Portfolio Manager of its obligations and duties under this
Agreement.
15. Continuation and Termination. This Agreement shall take effect on the date
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first written above, and shall continue for two years from the date of this
Agreement and shall continue from year to year thereafter so long as such
continuance is specifically approved at least annually (i) by the vote of a
majority of the Board of Trustees; or (ii) by vote of a majority of the
outstanding voting shares of the Portfolio; provided, further, in either event
that continuance is also approved by the vote of a majority of the Board of
Trustees who are not parties to this Agreement or "interested persons" (as
defined in the 0000 Xxx) of the Trust, the Manager or the Portfolio Manager cast
in person at a meeting called for the purpose of voting on such approval. This
Agreement may be terminated (i) by the Trust at any time, without the payment of
any penalty, by vote of a majority of the entire Board of Trustees or by a vote
of a majority of the outstanding voting shares of the Portfolio, on sixty (60)
days' written notice to the Manager and the Portfolio Manager, (ii) by the
Manager at any time, without the payment of any penalty, on
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ninety (90) days' written notice to the Trust and the Portfolio Manager, or
(iii) by the Portfolio Manager at any time, without the payment of any penalty,
on ninety (90) days' written notice to the Trust and the Manager. This Agreement
will automatically and immediately terminate in the event of its "assignment"
(as defined in the 1940 Act).
16. Independent Contractor. The Portfolio Manager shall for all purposes herein
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be deemed to be an independent contractor and shall, unless otherwise expressly
provided herein or authorized by the Board of Trustees from time to time, have
no authority to act for or represent the Trust in any way or otherwise be deemed
its agent.
17. Use of Name. It is understood that the words "Palladian," "Fulcrum Fund"
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and "Fulcrum Trust", any derivative thereof and any design associated with those
words (collectively, the "Words and Designs") are the valuable property of the
Trust, and that the Portfolio Manager shall have the right to use the Words and
Designs only with the approval of the Trust. Upon termination of this Agreement,
the Portfolio Manager shall promptly discontinue all use of the Words and
Designs.
18. Sales Literature. The Manager agrees to furnish to the Portfolio Manager
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all sales literature which refers to the Portfolio Manager prior to use thereof
and not to use such sales literature if the Portfolio Manager reasonably objects
in writing five business days (or such other time as may be mutually agreed)
after receipt thereof. Sales literature may be furnished to the Portfolio
Manager by first class mail, overnight delivery service, facsimile transmission
equipment, or hand delivery.
19. Notice. Notices of any kind to be given to the Trust shall be in writing
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and shall be duly given if sent by first class mail or delivered to the Trust at
000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, or at such other address or to such
individual as shall be specified by the Trust (with proper notice to the Manager
and the Portfolio Manager). Notices of any kind to be given to the Manager shall
be in writing and shall be duly given if sent by first class mail or delivered
to the Manager at 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, or at such other
address or to such individual as shall be specified by the Manager (with proper
notice to the Trust and the Portfolio Manager). Notices of any kind to be given
to the Portfolio Manager shall be in writing and shall be duly given if sent by
first class mail or delivered to the Portfolio Manager at 000 Xxxxx Xxxxxx
Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or at such other address or
to such individual as shall be specified by the Portfolio Manager (with proper
notice to the Trust and the Manager).
20. Obligation. A copy of the Trust's Agreement and Declaration of Trust is on
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file with the Secretary of the Commonwealth of Massachusetts. Notice is hereby
given that this Agreement has been executed on behalf of the Trust by a trustee
of the Trust in his or her capacity as trustee and not individually. The
obligations of this Agreement shall only be binding upon the assets and property
of the Trust and shall not be binding upon any trustee, officer, or shareholder
of the Trust individually.
21. Counterparts. This Agreement may be executed in one or more counterparts,
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each of which shall be deemed to be an original.
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22. Applicable law. This Agreement shall be governed by the laws of
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Massachusetts, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Investment Advisers Act of 1940, or any
rules or order of the SEC thereunder.
23. Severability. If any provision of this Agreement shall be held or made
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invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby and, to this extent, the provisions of
this Agreement shall be deemed to be severable.
24 Captions. The captions of this Agreement are included for convenience only
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and in no way define or limit any of the provisions hereof or otherwise affect
their construction or effect.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below on the day and year first above
written.
The Fulcrum Trust
/s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Attest Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Allmerica Financial Investment
Management Services, Inc.
/s/ Xxxxx Xxxxxxxx By: /s/ Xxxx X. Xxxxxxxxx
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Attest Name: Xxxx X. Xxxxxxxxx
Title: Vice President
Analytic Investors, Inc.
/s/ Xxx Xxxxxx By: /s/ Xxxxx Xxxxxxx Xxxx
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Attest Name: Xxxxx Xxxxxxx Xxxx
Title Chief Operating Officer
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