EXHIBIT 99.B5(p)
GE INSTITUTIONAL FUNDS
SMALL-CAP VALUE EQUITY FUND
SUB-ADVISORY AGREEMENT
This agreement ("Agreement") is made as of June 29, 1998, between GE
INVESTMENT MANAGEMENT INCORPORATED ("GEIM"), a Delaware corporation, GE
INSTITUTIONAL FUNDS, a Delaware business trust ("Company"), on behalf of the
SMALL-CAP VALUE EQUITY FUND ("Fund"), a series of the Company, solely with
respect to Section 6(b) of this Agreement, and PALISADE CAPITAL MANAGEMENT,
L.L.C., a New Jersey limited liability company ("Sub-Adviser").
RECITALS
GEIM has entered into an Investment Advisory and Administration Agreement
dated June 2, 1998 ("Advisory Agreement") with the Company, an open-end
management investment company registered under the Investment Company Act of
1940, as amended ("1940 Act"), with respect to the Fund, a series of the
Company;
Pursuant to Section 1 of the Advisory Agreement, GEIM is authorized to
delegate its investment advisory responsibilities to other investment advisers,
subject to the requirements of the 1940 Act;
GEIM wishes to retain the Sub-Adviser to furnish certain investment
advisory services to GEIM and the Fund, and the Sub-Adviser is willing to
furnish those services; and
GEIM intends that this Agreement will become effective when approved in
accordance with Section 15 of the 1940 Act;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. APPOINTMENT. GEIM hereby appoints the Sub-Adviser as an investment
sub-adviser with respect to the Fund's assets for the period and on the
terms set forth in this Agreement. The Sub-Adviser accepts that appointment
and agrees to render the services herein set forth, for the compensation
herein provided.
2. DUTIES AS SUB-ADVISER.
(a) Subject to the oversight and supervision of GEIM and the Board of
Trustees of the Company ( "Board"), the Sub-Adviser will provide a
continuous investment program for the Fund's assets, including investment
research and management. The Sub-Adviser will determine from time to time
what investments will be purchased, retained or sold by the Fund. The
Sub-Adviser will be responsible for placing purchase and sell orders for
Fund investments. The
Sub-Adviser will consult with GEIM from time to time regarding matters
pertaining to the Fund, including market strategy and portfolio
characteristics. The Sub-Adviser will provide services under this Agreement
in accordance with the Fund's investment objective, policies and
restrictions as stated in the Company's current Registration Statement on
Form N-1A and any amendments or supplements thereto ("Registration
Statement") and the Company's Declaration of Trust and By-Laws, if any,
("Constituent Documents"). In this connection and in connection with the
further duties set forth in paragraphs 2(b) - (k) below, the Sub-Adviser
shall provide GEIM and the Board with such periodic reports and
documentation as GEIM or the Board shall reasonably request regarding the
Sub-Adviser's management of the Fund's assets, compliance with applicable
laws and rules and the Registration Statement and all requirements
hereunder.
(b) The Sub-Adviser shall carry out its responsibilities under this
Agreement in compliance with: (1) the Fund's investment objective, policies
and restrictions as set forth in the Registration Statement, (2) the
Constituent Documents, (3) all investment guidelines, policies, procedures
or directives of the Company or GEIM provided to the Sub-Adviser, (4) the
1940 Act and the rules promulgated thereunder, and (5) other applicable
federal and state laws and related regulations. In particular, in carrying
out its duties as Sub-Adviser, Sub-Adviser shall, to the extent within its
control, make every effort to ensure that the Fund continuously qualifies
as a regulated investment company under sub-chapter M of the Internal
Revenue Code of 1986, as amended ("Code") and the regulations promulgated
thereunder. GEIM shall promptly notify the Sub-Adviser of changes to (1),
(2) or (3) above and shall consult with Sub-Adviser before making any
changes relating solely to the Fund's investment objective, policies and
restrictions as set forth in the Registration Statement.
(c) The Sub-Adviser shall take all actions which it considers
necessary to implement the investment objectives and policies of the Fund,
and in particular, to place all orders for the purchase or sale of
securities or other investments for the Fund with brokers or dealers
selected by it, and to that end, the Sub-Adviser is authorized as the agent
of the Company to give instructions to the Company's custodian(s) as to
deliveries of securities or other investments and payments of cash for the
account of the Fund. In connection with the selection of brokers or dealers
and the placing of purchase and sale orders with respect to investments of
the Fund, the Sub-Adviser is directed at all times to seek to obtain best
execution and price within the policy guidelines determined by the Board.
In addition to seeking the best price and execution, to the extent
covered by Section 28(e) of the Securities Exchange Act of 1934, as amended
("1934 Act"), the Sub-Adviser is also authorized to take into consideration
research and statistical information and wire and other quotation services
provided by brokers and dealers to the Sub-Adviser. The Sub-Adviser is also
authorized to effect individual securities transactions at commission rates
in excess of the minimum commission rates available, if it determines in
good faith that such amount of commission is reasonable in relation to the
value of the brokerage and research services provided by such broker or
dealer, viewed in terms of either that particular transaction or the
Sub-Adviser's overall responsibilities with respect to the Fund. The
policies with respect to brokerage allocation, determined from time to time
by the Board, are disclosed in the Registration Statement. The Sub-Adviser
will periodically evaluate the statistical data, research
2
and other investment services provided to it by brokers and dealers. Such
services may be used by the Sub-Adviser in connection with the performance
of its obligations under this Agreement or in connection with other
advisory or investment operations, including using such information in
managing its own accounts. The Sub-Adviser is also authorized to use
soft-dollar services as requested by the Board from time to time. Whenever
the Sub-Adviser simultaneously places orders to purchase or sell the same
security on behalf of the Fund and one or more other accounts advised by
the Sub-Adviser, the orders will be allocated as to price and amount among
all such accounts in a manner believed to be equitable by the Sub-Adviser
to each account.
(d) Subject to: (1) the requirement that the Sub-Adviser seek to
obtain best execution and price within the policy guidelines determined by
the Board and set forth in the Registration Statement, (2) the provisions
of the 1940 Act and the Investment Advisers Act of 1940, as amended
("Advisers Act"), (3) the provisions of the 1934 Act, and (4) other
applicable provisions of law, the Sub-Adviser or an affiliated person of
the Sub-Adviser or of GEIM may act as broker for the Fund in connection
with the purchase or sale of securities or other investments for the Fund.
Such brokerage services are not within the scope of the duties of the
Sub-Adviser under this Agreement. Subject to the requirements of applicable
law and any procedures adopted by the Board, the Sub-Adviser or its
affiliated persons may receive brokerage commissions, fees or other
remuneration from the Fund or the Company for such services in addition to
the Sub-Adviser's fees for services under this Agreement.
(e) The Sub-Adviser will maintain all books and records required to be
maintained by the Company pursuant to the 1940 Act and the rules and
regulations promulgated thereunder with respect to transactions on behalf
of the Fund, and will furnish the Board and GEIM with such periodic and
special reports as the Board or GEIM reasonably may request. The
Sub-Adviser shall permit the books and records maintained with respect to
the Fund to be inspected and audited by the Company, GEIM or their
respective agents at all reasonable times during normal business hours upon
reasonable notice. In compliance with the requirements of Rule 3la-3 under
the 1940 Act, the Sub-Adviser hereby agrees that all records which it
maintains for the Fund are the property of the Company, agrees to preserve
for the periods prescribed by Rule 31a-2 under the 1940 Act any records
which it maintains for the Company and which are required to be maintained
by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly
to the Company any records which it maintains for the Company upon request
by the Company.
(f) At such times as shall reasonably be requested, the Sub-Adviser
will provide to the Board and GEIM economic and investment analyses and
reports, information required in the Registration Statement and information
necessary for GEIM and the Board to review the Fund or discuss the
management of it. The Sub-Adviser will provide quarterly reports setting
forth the Fund's performance and the Sub-Adviser's private account
composite performance and will complete on a quarterly basis the checklist
provided to it by GEIM regarding the Fund's investments and transactions.
The Sub-Adviser shall make available to the Board and GEIM any economic,
statistical and investment services normally available to institutional or
other customers of the Sub-Adviser. The Sub-Adviser will make available its
officers and employees to meet with the Board on reasonable notice to
review the Fund's investments.
3
(g) In accordance with procedures adopted by the Board, as amended
from time to time, the Sub-Adviser is responsible for assisting the Board
in determining the fair valuation of any illiquid portfolio securities and
will assist the Company's accounting services agent or GEIM to obtain
independent sources of market value for all other portfolio securities.
(h) At such times as shall be reasonably requested by GEIM, the
Sub-Adviser shall review and certify in writing that the information stated
in the Company's Registration Statement relating to the Sub-Adviser, its
management of the Fund, including investment objectives, strategies and
related risks, and its performance history is true, correct and complete to
the best of its knowledge.
(i) The Sub-Adviser will promptly notify GEIM of any change of control
of the Sub-Adviser, including any change of its general partners or 25%
shareholders or members, as applicable, and any changes in the key
personnel of the Sub-Adviser, including without limitation portfolio
management personnel responsible for the Fund's assets, in each case prior
to or promptly after such change. Notwithstanding the foregoing, the
Sub-Adviser will promptly notify GEIM of any existing agreement, or upon
entering into any agreement, that may result in a change of control of the
Sub-Adviser, including without limitation the retention of an agent to
assist in the sale of all, or a significant portion, of the business of the
Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite
performance in compliance with the Performance Presentation Standards of
the Association for Investment Management Research and such performance
will be reviewed at least annually by an independent accounting firm.
(k) Within fifteen days of the end of the last calendar quarter of
each year that this Agreement is in effect, the president or a vice
president of the Sub-Adviser shall certify to GEIM that the Sub-Adviser has
complied with the requirements of Rule 17j-1 during the previous year and
that there has been no violation of the Sub-Adviser's code of ethics or, if
such a violation has occurred, that appropriate action was taken in
response to such violation. Upon the written request of GEIM, the
Sub-Adviser shall permit GEIM, its employees or its agents to examine the
reports required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and all
other records relevant to the Sub-Adviser's code of ethics.
3. EXPENSES. During the term of this Agreement, the Sub-Adviser will bear
all expenses incurred by it in connection with its investment sub-advisory
services under this Agreement.
4. COMPENSATION.
For the services rendered, the facilities furnished and the expenses
assumed by the Sub-Adviser, the Adviser shall pay the Sub-Adviser no later than
the twentieth (20th) business day following the end of each calendar month a fee
based on the average daily net assets of the Fund at the following annual rates:
4
.350% of the first $200,000,000; .325% of the next $100,000,000; and
.300% of amounts in excess of $300,000,000.
The Sub-Adviser's fee shall be paid by GEIM out of GEIM's advisory fee
to the extent such fee is received by GEIM pursuant to the Advisory
Agreement. To the extent that GEIM determines to waive, or to reimburse the
Fund for, all or a portion of its advisory fee, the Sub-Adviser agrees to a
reduction of its fee pro-rata.
The Sub-Adviser's fee shall be accrued daily at 1/365th of the
applicable annual rate set forth above. For the purpose of accruing
compensation, the net assets of the Fund shall be determined in the manner
and on the dates set forth in the current prospectus of the Company, and,
on dates on which the net assets are not so determined, the net asset value
computation to be used shall be as determined on the next day on which the
net assets shall have been determined. In the event of termination of this
Agreement, all compensation due through the date of termination will be
calculated on a pro-rated basis through the date of termination and paid
within thirty (30) business days of the date of termination.
During any period when the determination of net asset value is suspended,
the net asset value of the Fund as of the last business day prior to such
suspension shall for this purpose be deemed to be the net asset value at the
close of each succeeding business day until it is again determined.
5. LIMITATION OF LIABILITY. The Sub-Adviser shall not be liable to the
Company or GEIM for any loss resulting from the Sub-Adviser's acts or omissions
as Sub-Adviser to the Fund, except to the extent any such losses result from bad
faith, willful misfeasance, reckless disregard or gross negligence on the part
of the Sub-Adviser or any of its directors, officers or employees in the
performance of the Sub-Adviser's duties and obligations under this Agreement.
6. INDEMNIFICATION.
(a) GEIM agrees to indemnify and hold the Sub-Adviser, its officers and
directors, and any person who controls the Sub-Adviser within the meaning of
Section 15 of the Securities Act of 1933, as amended ("1933 Act") harmless from
any and all direct or indirect liabilities, losses or damages (including
reasonable attorneys' fees) suffered by Sub-Adviser resulting from (i) GEIM's
breach of its duties under the Advisory Agreement or (ii) bad faith, willful
misfeasance, reckless disregard or gross negligence on the part of GEIM or any
of its directors, officers or employees in the performance of GEIM's duties and
obligations under this Agreement, except to the extent such loss results from
the Sub-Adviser's own willful misfeasance, bad faith, reckless disregard or
gross negligence in the performance of Sub-Adviser's duties and obligations
under this Agreement.
(b) The Fund agrees to indemnify and hold the Sub-Adviser, its officers and
directors, and any person who controls the Sub-Adviser within the meaning the
1933 Act harmless from any and all direct or indirect liabilities, losses or
damages (including reasonable
5
attorneys' fees) suffered by Sub-Adviser resulting from any misrepresentation of
a material fact in the Registration Statement or the omission of a fact
necessary to make information contained in the Registration Statement not
misleading, except to the extent that such loss results from information in the
Registration Statement that was provided by Sub-Adviser.
(c) The Sub-Adviser agrees to indemnify and hold GEIM, its officers and
directors, and any person who controls GEIM within the meaning of Section 15 of
the 1933 Act, and the Company harmless from any and all direct or indirect
liabilities, losses or damages (including reasonable attorneys' fees) suffered
by GEIM, its officers and directors, and any person who controls GEIM within the
meaning of Section 15 of the 1933 Act, and the Company resulting from (i)
Sub-Adviser's breach of its duties hereunder or (ii) bad faith, willful
misfeasance, reckless disregard or gross negligence on the part of the
Sub-Adviser or any of its directors, officers or employees in the performance of
the Sub-Adviser's duties and obligations under this Agreement, except to the
extent such loss results from the Company's or GEIM's own willful misfeasance,
bad faith, reckless disregard or gross negligence in the performance of their
respective duties and obligations under the Advisory Agreement or this
Agreement.
7. REPRESENTATIONS AND WARRANTIES OF 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 1940 Act or the
Advisers Act 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 the Advisory Agreement; (iv) has the authority to
enter into and perform the services contemplated by this Agreement and the
execution, delivery and performance by the Sub-Adviser of this Agreement
does not contravene or constitute a default under any agreement binding
upon the Sub-Adviser; (v) will promptly notify GEIM of the occurrence of
any event that would disqualify it from serving as an investment adviser of
an investment company pursuant to Section 9(a) of the 1940 Act or
otherwise; (vi) has filed a notice of exemption pursuant to Rule 4.14 under
the Commodity Exchange Act with the Commodity Futures Trading Commission
and the National Futures Association, or is not required to file such
exemption; and (vii) is duly organized and validly existing under the laws
of the state in which it was organized with the power to own and possess
its assets and carry on its business as it is now being conducted.
(b) The Sub-Adviser has adopted a written code of ethics complying
with the requirements of Rule 17j-1 under the 1940 Act and will provide
GEIM and the Board with a copy of that code of ethics, together with
evidence of its adoption.
(c) The Sub-Adviser certifies that the information stated in
Post-Effective Amendment No. 1 to the Company's Registration Statement
relating to the Sub-Adviser, its management of the Fund and its performance
history is true, correct and complete to the best of
6
its knowledge.
8. REPRESENTATIONS AND WARRANTIES OF GEIM. GEIM represents, warrants and
agrees that GEIM (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 1940 Act or the Advisers Act from
performing the services contemplated by the Advisory 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 the Advisory Agreement;
(iv) has the authority to enter into and perform the services contemplated by
the Advisory Agreement and the execution, delivery and performance by GEIM of
the Advisory Agreement does not contravene or constitute a default under any
agreement binding upon GEIM; (v) will promptly notify the Sub-Adviser of the
occurrence of any event that would disqualify GEIM from serving as an investment
adviser of an investment company pursuant to Section 9(a) of the 1940 Act or
otherwise; (vi) has filed a notice of exemption pursuant to Rule 4.14 under the
Commodity Exchange Act with the Commodity Futures Trading Commission and the
National Futures Association, or is not required to file such exemption; (vii)
is duly organized and validly existing under the Laws of the State of Delaware
with the power to own and possess its assets and carry on its business as it is
now being conducted; and (viii) it has furnished the Sub-Adviser with true and
complete copies of the Constituent Documents and the Registration Statement and
will provide to the Sub-Adviser copies of any amendments or supplements to any
of these materials as soon as practicable after such materials become available.
9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DUTY TO UPDATE INFORMATION.
All representations and warranties made by the Sub-Adviser and GEIM pursuant to
Sections 7 and 8, respectively, shall survive for the duration of this Agreement
and the parties hereto shall promptly notify each other in writing upon becoming
aware that any of the foregoing representations and warranties are no longer
true.
10. DURATION AND TERMINATION.
(a) This Agreement shall become effective upon the date first above written
and will continue for an initial two-year term and will continue thereafter so
long as the continuance is specifically approved at least annually (a) by the
Board or (b) by a vote of a majority of the Fund's outstanding voting
securities, as defined in the 1940 Act, provided that in either event the
continuance is also approved by a majority of the Board who are not parties to
this Agreement or "interested persons" (as defined in the 0000 Xxx) of any party
to this Agreement, by vote cast in person at a meeting called for the purpose of
voting on the approval.
(b) This Agreement may be terminated at any time without the payment of any
penalty, by the Board, or by vote of a majority of the Fund's outstanding voting
securities, on 60 days' written notice to the Sub-Adviser. This Agreement may
also be terminated, without the payment of any penalty, by GEIM: (i) upon 60
days' written notice to the Sub-Adviser; (ii) upon material breach by the
Sub-Adviser of any of the representations and warranties set forth in
7
Paragraph 8 of this Agreement; or (iii) if the Sub-Adviser becomes unable to
discharge its duties and obligations under this Agreement, including
circumstances such as financial insolvency of the Sub-Adviser or other
circumstances that could adversely affect the Fund. The Sub-Adviser may
terminate this Agreement at any time, without the payment of a penalty, on 60
days' written notice to GEIM. This Agreement will terminate automatically in the
event of its assignment, including without limitation, a change of control of
the Sub-Adviser, or upon termination of the Advisory Agreement.
11. CHANGE OF CONTROL OF THE SUB-ADVISER. The Sub-Adviser will be liable to
the Company and GEIM for all direct and indirect costs resulting from a change
of control of the Sub-Adviser, including without limitation all costs associated
with proxy solicitations, Board meetings, revisions to prospectuses, statements
of additional information and marketing materials, and the hiring of another
sub-adviser to the Fund. The understandings and obligations set forth in this
Section 11 shall survive the termination of this Agreement and shall be binding
upon the Sub-Adviser's successor(s) and/or assign(s).
12. EXCLUSIVITY. During the term of this Agreement, the Sub-Adviser shall
not, without the written consent of GEIM and the Board, serve as investment
adviser or investment sub-adviser to another management investment company
registered under the 1940 Act (or series thereof) with substantially similar
investment objectives, policies and restrictions as those of the Fund ("Another
Small-Cap Fund"), other than a management investment company registered under
the 1940 Act (or series thereof) that is advised by GEIM, PROVIDED, HOWEVER,
that such consent is not required if the Fund has, upon GEIM's receipt of
written notification ("Notification Date") of Sub-Adviser's intent to act as
investment adviser or investment sub-adviser to Another Small-Cap Fund, (i) more
than $25 million of net assets, if the Notification Date is on or after one year
and six months from the date that the first one hundred Fund shares are issued,
(ii) more than $75 million of net assets, if the Notification Date is on or
after two years and six months from the date that the first one hundred Fund
shares are issued or (iii) more than $125 million of net assets, if the
Notification Date is on or after three years and six months from the date that
the first one hundred Fund shares are issued.
13. RIGHT OF FIRST REFUSAL. Subject to the provisions of Section 12 of this
Agreement, the Sub-Adviser shall not serve as investment adviser or investment
sub-adviser to any other management investment company registered under the 1940
Act (or series thereof) ("Other Fund") without having first offered in writing
to serve as investment sub-adviser to a fund advised by GEIM with similar
investment objectives, policies and restrictions for an investment sub-advisory
fee not to exceed the lesser of (a) the investment sub-advisory fee contemplated
for the Other Fund and (b) the median investment sub-advisory fee for the
applicable asset class described in Lipper Analytical Services ("Lipper"), or if
Lipper no longer provides such information, an independent mutual fund data
provider mutually agreed upon by GEIM and the Sub-Adviser ("Offer"). The Offer
shall be valid for thirty (30) days from the date of its receipt by GEIM. If
GEIM accepts the Offer, the Sub-Adviser shall not serve as investment adviser or
investment sub-adviser to the Other Fund, unless the Board does not approve the
sub-advisory agreement with GEIM or the amount of the sub-advisory fee
contemplated.
8
14. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no material amendment to the terms of
this Agreement shall be effective until approved by a vote of a majority of the
Fund's outstanding voting securities (unless the Company receives an SEC order
or opinion of counsel, or the issue is the subject of a position of the SEC or
its staff, permitting it to modify the Agreement without such vote).
15. GOVERNING LAW. This Agreement shall be construed in accordance with the
1940 Act and the laws of the State of New York, without giving effect to the
conflicts of laws principles thereof. To the extent that the applicable laws of
the State of New York conflict with the applicable provisions of the 1940 Act,
the latter shall control.
16. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto. As used in this Agreement, the terms "majority of
the outstanding voting securities," "affiliated person," "interested person,"
"assignment," "broker," "investment adviser," "net assets," "sale," "sell" and
"security" shall have the same meaning as such terms have in the 1940 Act,
subject to such exemption as may be granted by the SEC by any rule, regulation
or order. Where the effect of a requirement of the federal securities laws
reflected in any provision of this Agreement is made less restrictive by rule,
regulation or order of the SEC, whether of special or general application, such
provision shall be deemed to incorporate the effect of such rule, regulation or
order. This Agreement may be signed in counterpart.
9
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized signatories as of the date and year first
above written.
GE INVESTMENT MANAGEMENT INCORPORATED
BY: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title:Executive Vice President
GE INSTITUTIONAL FUNDS, ON
BEHALF OF THE SMALL-CAP VALUE EQUITY
FUND, A SERIES OF GE INSTITUTIONAL FUNDS,
SOLELY WITH RESPECT TO SECTION 6(b) OF THIS
AGREEMENT
BY: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title:President
PALISADE CAPITAL MANAGEMENT, L.L.C.
BY: /s/ Xxxxxx Xxxxxx
------------------------------
Name: Xxxxxx Xxxxxx
Title: Senior Executive Vice President
10
