Exhibit (d)(8)
SUB-ADVISORY AGREEMENT
This AGREEMENT, dated as of February 19, 2008, by and between WisdomTree
Asset Management, Inc. (the "Investment Adviser"), a Delaware corporation having
its principal office and place of business at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, XX 00000, and BNY Investment Advisors (the "Sub-Adviser"), a
separately identifiable division of the Bank of New York, a New York state
banking corporation having an office at 00 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx
Xxxxxxxxx, XX 00000.
WHEREAS, the Investment Adviser is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended ("Advisers Act") or will
be so registered prior to the launch of any Fund (as defined below);
WHEREAS, the Investment Adviser has entered into an Investment Advisory
Agreement dated as of December 3, 2007 with WisdomTree Trust ("Trust") an
investment company registered under the Investment Company Act of 1940, as
amended ("Investment Company Act"), on behalf of the WisdomTree India Earnings
Fund (the "Fund") and has also entered into an Investment Advisory Agreement
dated as of February 19, 2008 with WisdomTree India Investment Portfolio, Inc.
(the "Portfolio"), a private company limited by shares incorporated in the
Republic of Mauritius and a wholly-owned subsidiary of the Portfolio;
WHEREAS, the Sub-Adviser is registered as an investment adviser under the
Advisers Act;
WHEREAS, the Sub-Adviser acts as the sub-adviser to the Fund pursuant to
the Amended and Restated Sub-Advisory Agreement dated as of September 1, 2007,
between the Investment Adviser and the Sub-Adviser (the "Fund Sub-Advisory
Agreement");
WHEREAS, the Board of Directors of the Portfolio and the Investment
Adviser desire to retain the Sub-Adviser to render investment advisory and other
services to the Portfolio ), in the manner and on the terms hereinafter set
forth;
WHEREAS, the Investment Adviser has the authority under the Investment
Advisory Agreement with the Portfolio (the "Portfolio Advisory Agreement) to
select sub-advisers for the Portfolio; and
WHEREAS, the Sub-Adviser is willing to furnish such services to the
Investment Adviser and the Portfolio;
NOW, THEREFORE, the Investment Adviser and the Sub-Adviser agree as
follows:
1. APPOINTMENT OF THE SUB-ADVISER
The Investment Adviser hereby appoints the Sub-Adviser to act as an
investment adviser for the Portfolio, subject to the supervision and oversight
of the Investment Adviser and the Directors of the Portfolio, and in accordance
with the terms and conditions of this Agreement. The Sub-Adviser will be an
independent contractor and will have no authority to act for or represent the
Portfolio or the Investment Adviser in any way or otherwise be deemed an agent
of the Portfolio or the Investment Adviser except as expressly authorized in
this Agreement or another writing by the Portfolio, the Investment Adviser and
the Sub-Adviser.
2. ACCEPTANCE OF APPOINTMENT
The Sub-Adviser accepts that appointment and agrees to render the services
herein set forth, for the compensation herein provided.
The assets of the Portfolio will be maintained in the custody of a
custodian (who shall be identified by the Investment Adviser in writing). The
Sub-Adviser will not have custody of any securities, cash or other assets of the
Portfolio and will not be liable for any loss resulting from any act or omission
of the custodian other than acts or omissions arising in reliance on
instructions of the Sub-Adviser.
3. SERVICES TO BE RENDERED BY THE SUB-ADVISER TO THE TRUST
A. The Portfolio is a wholly-owned subsidiary of the Fund. The Fund is
will achieve its investment objective through the investments that the
Sub-Adviser makes on behalf of the Portfolio. As adviser to the Portfolio, the
Sub-Adviser will coordinate the investment and reinvestment of the assets of the
Portfolio and determine the composition of the assets of the Portfolio, in
accordance with the terms of this Agreement, the Fund's Prospectus and Statement
of Additional Information and subject to the direction, supervision and control
of the Investment Adviser and the Directors of the Portfolio.
B. As part of the services it will provide hereunder, the Sub-Adviser
will:
(i) formulate and implement a continuous investment program and
portfolio management compliance and reporting program for the Portfolio,
such programs to be identical to the programs utilized by the Sub-Adviser
for the Fund;
(ii) take whatever steps it deems necessary or advisable to
implement the investment program for the Portfolio by arranging for the
purchase and sale of securities and other investments;
(iii) keep the Directors of the Portfolio and the Investment Adviser
fully informed on an ongoing basis of all material facts concerning the
investment and reinvestment of the assets of the Portfolio and the
operations of the Sub-Adviser, make regular and periodic special written
reports of such additional information concerning the same as may
reasonably be requested from time to time by the Investment Adviser or the
Directors of the Portfolio, and participate in meetings with the
Investment Adviser and/or the Directors, as reasonably requested, to
discuss the foregoing, with the understanding that the Portfolio or the
Adviser will pay all reasonable expenses of the Sub-Adviser relating to
any mutually agreed upon travel to Mauritius; and
(iv) cooperate with and provide reasonable assistance to the
Investment Adviser, the Portfolio's administrator, the Portfolio's
custodian a, the Portfolio's transfer agent and pricing agents and all
other agents and representatives of the Portfolio and the Investment
Adviser, keep all such persons fully informed as to such matters as they
may reasonably deem necessary to the performance of their obligations to
the Portfolio and the Investment Adviser, provide prompt responses to
reasonable requests made by such persons and maintain any appropriate
interfaces with each so as to promote the efficient exchange of
information.
C. In furnishing services hereunder, the Sub-Adviser shall be subject to,
and shall perform in accordance with this Agreement, the terms of the Fund
Sub-Advisory Agreement and the direction of the Investment Adviser or the
Directors of the Portfolio.
D. The Sub-Adviser, at its expense, will furnish: (i) all necessary
facilities and personnel, including salaries, expenses and fees of any personnel
required for them to faithfully perform their duties under this Agreement; and
(ii) administrative facilities, including bookkeeping, and all equipment
necessary for the efficient conduct of the Sub-Adviser's duties under this
Agreement.
E. The Sub-Adviser will select brokers and dealers to effect all Portfolio
transactions subject to the conditions set forth herein. The Sub-Adviser will
place all necessary orders with brokers, dealers, or issuers, and will negotiate
brokerage commissions, if applicable. The Sub-Adviser is directed at all times
to seek to execute transactions for the Portfolio (i) in accordance with any
written policies, practices or procedures that may be established by the
Investment Adviser from time to time and which have been provided to the
Sub-Adviser, (ii) as described in the Trust's Prospectus and SAI, and (iii) in
accordance
2
with applicable U.S. federal and state laws and regulations. In placing any
orders for the purchase or sale of investments for the Portfolio, the
Sub-Adviser shall use its best efforts to obtain for the Portfolio "best
execution", considering all of the circumstances, and shall maintain records
adequate to demonstrate compliance with this requirement. In no instance will
Fund securities be purchased from or sold to the Sub-Adviser, or any affiliated
person thereof, except in accordance with the Investment Company Act, the
Advisers Act and the rules under each, and all other federal and state laws and
regulations applicable to the Trust and the Portfolio.
F. The Sub-Adviser is not authorized to engage in "soft-dollar"
transactions permitted by Section 28(e) of the Securities Exchange Act of 1934,
as amended ("Exchange Act"), without the express written approval of the Adviser
or the Trust's Board of Trustees.
G. On occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interest of the Portfolio(s) as well as other clients
of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws
and regulations, may, but shall be under no obligation to, aggregate the
securities to be purchased or sold to attempt to obtain a more favorable price
or lower brokerage commissions and efficient execution. Allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Sub-Adviser in the manner which the Sub-Adviser
considers to be the most equitable and consistent with its fiduciary obligations
to each Fund and to its other clients over time. The Investment Adviser agrees
that the Sub-Adviser and its affiliates may give advice and take action in the
performance of their duties with respect to any of their other clients that may
differ from advice given, or the timing or nature of actions taken, with respect
to the Portfolio. The Investment Adviser also acknowledges that the Sub-Adviser
and its affiliates are fiduciaries to other entities, some of which have the
same or similar investment objectives (and will hold the same or similar
investments) as the Portfolio, and that the Sub-Adviser will carry out its
duties hereunder together with its duties under such relationships.
H. The Sub-Adviser will maintain all accounts, books and records with
respect to the Portfolio as are required of an investment adviser of a
registered investment company pursuant to the Investment Company Act and
Advisers Act and the rules thereunder and shall file with the SEC all forms
pursuant to Section 13 of the Exchange Act, with respect to its duties as are
set forth herein.
I. The Sub-Adviser will, unless and until otherwise directed by the
Investment Adviser or the Board of Trustees, exercise all rights of security
holders with respect to securities held by the Portfolio, including, but not
limited to: voting proxies in accordance with the Trust's then-current proxy
voting policies, converting, tendering, exchanging or redeeming securities;
acting as a claimant in class action litigation (including litigation with
respect to securities previously held); and exercising rights in the context of
a bankruptcy or other reorganization.
4. COMPENSATION OF SUB-ADVISER
In recognition of the fact that the Sub-Adviser is compensated by the
Adviser for providing sub-advisory services to the Fund, the Sub-Adviser shall
not be entitled to receive compensation for providing sub-advisory services to
the Portfolio. The Investment Adviser shall be responsible for expenses incurred
by the Sub-Adviser with respect to proxy voting execution, advice and reporting
on behalf of the Portfolio.
5. LIABILITY AND INDEMNIFICATION
A. Except as may otherwise be provided by the Investment Company Act or
any other federal securities law, neither the Sub-Adviser nor any of its
officers, members or employees (its "Affiliates") shall be liable for any
losses, claims, damages, liabilities or litigation (including legal and other
expenses) incurred or suffered by the Investment Adviser or the Portfolio as a
result of any error of judgment by the Sub-Adviser or its Affiliates with
respect to the Portfolio, except that nothing in this Agreement shall
3
operate or purport to operate in any way to exculpate, waive or limit the
liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall
indemnify and hold harmless the Portfolio, the Investment Adviser, all
affiliated persons thereof (within the meaning of Section 2(a)(3) of the
Investment Company Act) and all controlling persons (as described in Section 15
of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "Manager
Indemnitees") against any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses) to which any of the
Manager Indemnitees may become subject under the 1933 Act, the Investment
Company Act, the Advisers Act, or under any other statute, or common law or
otherwise arising out of or based on (i) any breach by the Sub-Adviser of a
Sub-Adviser representation or warranty made herein, (ii) any willful misconduct,
bad faith, reckless disregard or negligence of the Sub-Adviser in the
performance of any of its duties or obligations hereunder or (iii) any untrue
statement of a material fact contained in the Prospectus or SAI, proxy
materials, reports, advertisements, sales literature, or other materials
pertaining to the Portfolio(s) or the omission to state therein a material fact
known to the Sub-Adviser which was required to be stated therein or necessary to
make the statements therein not misleading, if such statement or omission was
made in reliance upon information furnished to the Investment Adviser or the
Portfolio, or the omission of such information, by the Sub-Adviser Indemnitees
(as defined below) for use therein.
B. Except as may otherwise be provided by the Investment Company Act or
any other federal securities law, the Investment Adviser shall indemnify and
hold harmless the Sub-Adviser, all affiliated persons thereof (within the
meaning of Section 2(a)(3) of the Investment Company Act) and all controlling
persons (as described in Section 15 of the 1933 Act) (collectively, "Sub-Adviser
Indemnitees") against any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses) to which any of the
Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment
Company Act, the Advisers Act, or under any other statute, at common law or
otherwise, arising out of or based on this Agreement; provided however, the
Investment Adviser shall not indemnify or hold harmless the Sub-Adviser
Indemnitees for any losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses) arising out of or based on (i)
any breach by the Sub-Adviser of a Sub-Adviser representation or warranty made
herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence
of the Sub-Adviser in the performance of any of its duties or obligations
hereunder or (iii) any untrue statement of a material fact contained in the
Prospectus or SAI, proxy materials, reports, advertisements, sales literature,
or other materials pertaining to the Portfolio(s) or the omission to state
therein a material fact known to the Sub-Adviser which was required to be stated
therein or necessary to make the statements therein not misleading, if such
statement or omission was made in reliance upon information furnished to the
Investment Adviser or the Portfolio, or the omission of such information, by the
Sub-Adviser Indemnities for use therein.
C. A party seeking indemnification hereunder (the "Indemnified Party")
shall (i) provide prompt notice to the other of any claim ("Claim") for which it
intends to seek indemnification, (ii) grant control of the defense and /or
settlement of the Claim to the other party, and (iii) cooperate with the other
party in the defense thereof. The Indemnified Party shall have the right at its
own expense to participate in the defense of any Claim, but shall not have the
right to control the defense, consent to judgment or agree to the settlement of
any Claim without the written consent of the other party. The party providing
the indemnification shall not consent to the entry of any judgment or enter any
settlement which (i) does not include, as an unconditional term, the release by
the claimant of all liabilities for Claims against the Indemnified Party or (ii)
which otherwise adversely affects the rights of the Indemnified Party.
6. REPRESENTATIONS OF THE INVESTMENT ADVISER
The Investment Adviser represents, warrants and agrees that:
A. The Investment Adviser has been duly authorized by the Board of
Directors of the Portfolio to delegate to the Sub-Adviser the provision of
investment services to each Fund as contemplated hereby.
4
B. The Investment Adviser is currently in compliance and shall at all
times continue to be in compliance with the requirements imposed upon the
Investment Adviser by applicable law and regulations.
C. The Investment Adviser (i) will be registered as an investment adviser
under the Advisers Act prior to the commencement of operation of the Portfolio
and thereafter will continue to be so registered for so long as this Agreement
remains in effect; (ii) is not prohibited by the Investment Company Act, the
Advisers Act or other law, regulation or order from performing the services
contemplated by this Agreement; (iii) has met and will seek to continue to meet
for so long as this Agreement is in effect, any other applicable federal or
state requirements, or the applicable requirements of any regulatory or industry
self-regulatory agency necessary to be met in order to perform the services
contemplated by this Agreement; (iv) has the authority to enter into and perform
the services contemplated by this Agreement, and (v) will promptly notify the
Sub-Adviser of the occurrence of any event that would disqualify the Investment
Adviser from serving as investment manager of an investment company pursuant to
Section 9(a) of the Investment Company Act or otherwise.
7. REPRESENTATIONS OF THE SUB-ADVISER
The Sub-Adviser represents, warrants and agrees as follows:
A. The Sub-Adviser (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as this Agreement
remains in effect; (ii) is not prohibited by the Investment Company Act, the
Advisers Act or other law, regulation or order from performing the services
contemplated by this Agreement; (iii) has met and will seek to continue to meet
for so long as this Agreement remains in effect, any other applicable federal or
state requirements, or the applicable requirements of any regulatory or industry
self-regulatory agency necessary to be met in order to perform the services
contemplated by this Agreement; (iv) has the authority to enter into and perform
the services contemplated by this Agreement; and (v) will promptly notify the
Investment Adviser of the occurrence of any event that would disqualify the
Sub-Adviser from serving as an investment adviser of an investment company
pursuant to Section 9(a) of the Investment Company Act or otherwise. The
Sub-Adviser will also promptly notify each Fund and the Investment Adviser if it
is served or otherwise receives notice of any action, suit, proceeding, inquiry
or investigation, at law or in equity, before or by any court, government
agency, self-regulatory organization, public board or body, involving the
affairs of the Portfolio(s) or the Sub-Adviser, provided, however, that routine
regulatory examinations of the Sub-Adviser shall not be required to be reported
by this provision.
B. The Sub-Adviser is currently in compliance and shall at all times
continue to be in compliance with the requirements imposed upon the Sub-Adviser
by applicable law and regulations.
C. The Sub-Adviser has provided the Investment Adviser with a copy of its
Form ADV, which as of the date of this Agreement is its Form ADV as most
recently filed with the SEC and promptly will furnish a copy of all amendments
to the Trust and the Investment Adviser at least annually. Such amendments shall
reflect all changes in the Sub-Adviser's organizational structure, professional
staff or other significant developments affecting the Sub-Adviser, as required
by the Advisers Act.
F. The Sub-Adviser agrees to maintain an appropriate level of errors and
omissions or professional liability insurance coverage.
G. The Sub-Adviser agrees that neither it, nor any of its affiliates, will
knowingly in any way refer directly or indirectly to its relationship with the
the Portfolio(s), the Investment Adviser or any of their respective affiliates
in offering, marketing or other promotional materials without the express
written consent of the Portfolio or Investment Adviser, as applicable, except as
required by rule, regulation or upon the request of a governmental authority.
5
8. NON-EXCLUSIVITY
The services of the Sub-Adviser to the Investment Adviser and the
Portfolio are not to be deemed to be exclusive, and the Sub-Adviser shall be
free to render investment advisory or other services to others and to engage in
other activities. It is understood and agreed that the directors, officers, and
employees of the Sub-Adviser are not prohibited from engaging in any other
business activity or from rendering services to any other person, or from
serving as partners, officers, directors, trustees, or employees of any other
firm or corporation.
9. SUPPLEMENTAL ARRANGEMENTS
The Sub-Adviser may from time to time employ or associate itself with any
person it believes to be particularly suited to assist it in providing the
services to be performed by such Sub-Adviser hereunder, provided that no such
person shall perform any services with respect to the Portfolio that would
constitute an assignment or require a written advisory agreement pursuant to the
Investment Company Act. Any compensation payable to such persons shall be the
sole responsibility of the Sub-Adviser, and neither the Investment Adviser nor
the Portfolio shall have any obligations with respect thereto or otherwise
arising under the Agreement.
10. REGULATION
The Sub-Adviser shall submit to all regulatory and administrative bodies
having jurisdiction over the services provided pursuant to this Agreement any
information, reports, or other material which any such body by reason of this
Agreement may request or require pursuant to applicable laws and regulations and
shall promptly provide the Advisor and Trust with copies of such information,
reports and materials.
11. RECORDS
The records relating to the services provided under this Agreement shall
be the property of the Portfolio and shall be under its control; however, the
Portfolio shall furnish to the Sub-Adviser such records and permit it to retain
such records (either in original or in duplicate form) as it shall reasonably
require in order to carry out its business. In the event of the termination of
this Agreement, such other records shall promptly be returned to the Portfolio
by the Sub-Adviser free from any claim or retention of rights therein, provided
that the Sub-Adviser may retain any such records that are required by law or
regulation. The Investment Adviser and the Sub-Adviser shall keep confidential
any information obtained in connection with its duties hereunder and disclose
such information only if the Portfolio has authorized such disclosure or if such
disclosure is expressly required or requested by applicable federal or state
regulatory authorities, or otherwise required by law.
12. DURATION OF AGREEMENT
This Agreement shall become effective upon the date first above written,
provided that this Agreement shall not take effect unless it has first been
approved by the Directors of the Portfolio. This Agreement shall continue in
effect for a period more than two years from the date of its execution only so
long as such continuance is specifically approved at least annually by the Board
of Directors.
13. TERMINATION OF AGREEMENT
This Agreement may be terminated with respect to the Portfolio at any
time, without the payment of any penalty, by the Board of Directors on sixty
(60) days' written notice to the Investment Adviser and the Sub-Adviser. This
Agreement will automatically terminate, without the payment of any penalty in
the event the Investment Advisory Agreement between the Investment Adviser and
the Portfolio is assigned (as defined in the Investment Company Act) or
terminates for any other reason. This Agreement will also terminate upon written
notice to the other party that the other party is in material breach of this
Agreement,
6
unless the other party in material breach of this Agreement cures such breach to
the reasonable satisfaction of the party alleging the breach within thirty (30)
days after written notice. Any "assignment" (as that term is defined in the
Investment Company Act) of this Agreement will result in automatic termination
of this Agreement. The Sub-Adviser will notify the Portfolio and the Investment
Adviser of any such assignment and of any changes in key personnel who are
either the portfolio manager(s) of the Portfolioor senior management of the
Sub-Adviser, in each case prior to or promptly after, such change.
14. ASSIGNMENT
The Sub-Adviser shall not assign or transfer its rights and obligations
under this Agreement. Any assignment (as that term is defined in the Investment
Company Act) of the Agreement shall result in the automatic termination of this
Agreement, as provided in Section 13 hereof. The Sub-Adviser agrees to bear all
reasonable legal, printing, mailing, proxy and related expenses of the Portfolio
and the Investment Adviser, if any, arising out of any assignment of this
Agreement by the Sub-Adviser. Notwithstanding the foregoing, no assignment shall
be deemed to result from any changes in the directors, officers or employees of
such Sub-Adviser except as may be provided to the contrary in the Investment
Company Act or the rules or regulations thereunder.
15. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the
parties with respect to The provision of sub-advisory services to the Portfolio.
16. HEADINGS
The headings in the sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part hereof.
7
17. NOTICES
All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the address listed below of each applicable party in
person or by registered or certified mail or a private mail or delivery service
providing the sender with notice of receipt or such other address as specified
in a notice duly given to the other parties. Notice shall be deemed given on the
date delivered or mailed in accordance with this paragraph.
For: BNY Investment Advisors
00 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attn: Manager of Client Service
For: WisdomTree Asset Management, Inc.
Xxxxxxxx Xxxxxxxxx
000 Xxxxxxx Xxxxxx 00xx Xxxxx
Xxx Xxxx, XX 00000
With a copy to:
WisdomTree Asset Management, Inc.
Attn: Legal Department
000 Xxxxxxx Xxxxxx 00xx Xxxxx
Xxx Xxxx, XX 00000
For: WisdomTree India Investment Portfolio, Inc.
x/x Xxxxxxxxxxxx Xxx.
00, Xxxxx Xxxxx xx Xxxxxx Street
Port Louis, Mauritius
Fax: (000)0000000
18. SEVERABILITY AND SURVIVAL
Should any portion of this Agreement for any reason be held to be void in law or
in equity, the Agreement shall be construed, insofar as is possible, as if such
portion had never been contained herein. Sections 5, 11 and 20 shall survive the
termination of this Agreement.
19. PORTFOLIO AND SHAREHOLDER LIABILITY
The Sub-Adviser is hereby agrees that obligations, if any, assumed by the
Portfolio pursuant to this Agreement shall be limited in all cases to the
Portfolio and its assets. The Sub-Adviser further agrees that it shall not seek
satisfaction of any such obligation from the shareholders or any individual
shareholder of the Portfolio, nor from the Directors or any individual Director
of the Portfolio.
20. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York, or any of the applicable
provisions of the Investment Company Act. To the extent that the laws of the
State of New York, or any of the provisions in this Agreement, conflict with
applicable provisions of the Investment Company Act, the latter shall control.
8
21. INTERPRETATION
Any question of interpretation of any term or provision of this Agreement
having a counterpart in or otherwise derived from a term or provision of the
Investment Company Act shall be resolved by reference to such term or provision
of the Investment Company Act and to interpretations thereof, if any, by the
United States courts or, in the absence of any controlling decision of any such
court, by rules, regulations or orders of the SEC validly issued pursuant to the
Investment Company Act. In addition, where the effect of a requirement of the
Investment Company Act reflected in any provision of this Agreement is relaxed
by a rule, regulation or order of the SEC, whether of special or of general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date first mentioned above.
WISDOMTREE ASSET MANAGEMENT, INC. BNY INVESTMENT ADVISORS
By: /s/Xxxxxxxx Xxxxxxxxx By: /s/ Xxxxxxxxx Xxxxxxxx
----------------------------- -----------------------------
Name: Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxxx Xxxxxxxx
Title: Chief Executive Officer Title: Vice President
