EXECUTION COPY
PRIMARY INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT, dated as of September 10, 2009 by and between Grail
Advisors, LLC, a Delaware limited liability company ("Manager"), and RiverPark
Advisors, LLC, a Delaware limited liability corporation ("Primary Sub-Adviser").
WHEREAS, the Manager is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended ("Advisers Act");
WHEREAS, the Manager has entered into an Investment Management
Agreement dated September 10, 2009 with Grail Advisors ETF Trust ("Trust") an
investment company registered under the Investment Company Act of 1940, as
amended ("Investment Company Act");
WHEREAS, Primary Sub-Adviser is registered as an investment adviser
under the Advisers Act;
WHEREAS, the Board of Trustees of the Trust (collectively, the
"Trustees," and each member individually, a "Trustee") and the Manager desire to
retain Primary Sub-Adviser to render investment advisory and other services to
the series of the Trust listed on Appendix A hereto, as such Appendix A may be
amended from time to time ("Funds"), in the manner and on the terms hereinafter
set forth;
WHEREAS, the Manager has or will contract with at least one other
adviser ("Sub-Adviser") to provide investment advisory services to the Funds;
WHEREAS, the Manager has the authority under the Investment Management
Agreement to contract with the Sub-Adviser and Primary Sub-Adviser with respect
to the Funds; and
WHEREAS, Primary Sub-Adviser is willing to contract with the Manager to
furnish such services to the Manager and each Fund;
NOW, THEREFORE, the Manager and Primary Sub-Adviser agree as follows:
1. APPOINTMENT OF PRIMARY SUB-ADVISER
The Manager hereby appoints Primary Sub-Adviser to act as the primary
investment sub-adviser for each Fund, subject to the supervision and oversight
of the Manager and the Trustees, and in accordance with the terms and conditions
of this Agreement. Primary Sub-Adviser will be an independent contractor and
will have no authority to act for or represent the Trust or the Manager in any
way or otherwise be deemed an agent of the Trust or the Manager except as
authorized in this Agreement or another writing by the Trust, the Manager and
Primary Sub-Adviser.
2. ACCEPTANCE OF APPOINTMENT
Primary Sub-Adviser accepts such appointment and agrees to render the
services herein set forth, for the compensation herein provided, commencing on
the effective date of this Agreement or Appendix A, whichever is later, in
conformity with applicable laws and regulations, including, but not limited to,
the Investment Company Act and the Advisers Act and in accordance with the
Fund's investment objectives, policies and restrictions as stated in the Trust's
Trust Instrument, By-Laws and Compliance Manual and in each Fund's Prospectus
and Statement of Additional Information ("SAI"), as from time to time in effect.
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3. SERVICES TO BE RENDERED BY PRIMARY SUB-ADVISER TO THE TRUST
A. As the primary investment sub-adviser to the Fund, Primary
Sub-Adviser will:
(i) Oversee the performance of each Sub-Adviser and furnish
the Manager and, as necessary, the Trustees with periodic reports
concerning the performance of each Sub-Adviser;
(ii) Recommend to the Manager percentage allocations of the
assets of a Fund to be managed by each Sub-Adviser for such Fund and
coordinate the activities of all such Sub-Advisers, including the
investment and reinvestment and the composition of the assets of the
Fund; and
(iii) Recommend to the Manager, when appropriate, changing or
adding a Sub-Adviser, subject to the necessary approvals under the
Investment Company Act.
B. As part of the services it will provide hereunder, Primary
Sub-Adviser will do the following:
(i) Scope of Authority. Subject to supervision by the Manager
and Trustees, Primary Sub-Adviser will oversee the Sub-Advisers in
providing a continuous investment program for each Fund and determining
what securities and other investments will be purchased, retained, sold
or loaned by each Fund and what portion of such assets will be invested
or held uninvested as cash. The Primary Sub-Adviser will exercise
discretion and act for each Fund in the same manner and with the same
force and effect as such Fund itself might or could do with respect to
purchases, sales, or other transactions, as well as with respect to all
other things necessary or incidental to the furtherance or conduct of
such purchases, sales or other transactions.
(ii) Securities Lending Activity. To the extent that any Fund
engages in securities lending, Primary Sub-Adviser shall provide the
following services with respect to securities lending activities on
behalf of such Fund: (i) assist the securities lending agent for each
such Fund (the "Agent") to determine which securities are available for
loan, (ii) monitor the Agent's activities to ensure that securities
loans are effected in accordance with Primary Sub-Adviser's
instructions and in accordance with applicable procedures and
guidelines adopted by the Trustees, (iii) prepare appropriate periodic
reports for, and seek appropriate periodic approvals from, the Trustees
with respect to securities lending activities, (iv) respond to Agent
inquiries concerning Agent's activities, and (v) such other related
duties as may be necessary or appropriate.
(iii) Selection of Broker-Dealers and Execution of
Transactions. Primary Sub-Adviser will generally be responsible for
effecting transactions and selecting brokers or dealers to execute such
transactions for each Fund, unless otherwise agreed by Primary
Sub-Adviser and Sub-Adviser. In the selection of brokers or dealers
(which may include brokers or dealers affiliated with Primary
Sub-Adviser) and the placement of orders for the purchase and sale of
portfolio investments for each Fund, Primary Sub-Adviser shall use its
best efforts to obtain for each Fund the best execution available,
except to the extent that it may be permitted to pay higher brokerage
commissions for brokerage or research services as described below. In
using its best efforts to obtain the best execution available, Primary
Sub-Adviser bearing in mind the Fund's best interests at all times,
shall consider all factors it deems relevant, including by way of
illustration, price, the size of the transaction, the nature of the
market for the security, the amount of the commission, the timing of
the transaction taking into account market prices and trends, the
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reputation, experience and financial stability of the broker or dealer
involved and the quality of execution and research services provide by
the broker or dealer. Subject to such policies as the Trustees may
determine, Primary Sub-Adviser 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 a Fund to pay a broker
or dealer that provides brokerage or research services to Primary
Sub-Adviser an amount of commission for effecting a portfolio
investment transaction in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction if
Primary Sub-Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage or
research services provided by such broker or dealer, viewed in terms of
either that particular transaction or Primary Sub-Adviser's overall
responsibilities with respect to such Fund and to other clients of
Primary Sub-Adviser as to which Primary Sub-Adviser exercises
investment discretion. The Trust hereby agrees that any entity or
person associated with Primary Sub-Adviser which is a member of a
national securities exchange is authorized to effect any transaction on
such exchange for the account of the Trust which is permitted by
Section 11(a) of the Securities Exchange Act of 1934, as amended, and
the Trust hereby consents to the retention of compensation for such
transactions.
On occasions when the Sub-Adviser deems the purchase or sale
of a security to be in the best interest of the Fund, to the extent
permitted by applicable laws and regulations, the Primary Sub-Adviser
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. The Manager
acknowledges that the Primary Sub-Adviser is a fiduciary to other
clients, some of which have the same or similar investment objectives
and will hold the same or similar investments as a Fund. The Manager
further acknowledges that, notwithstanding the sameness or similarity
of the investment objectives and/or investments of a Fund relative to
those of another client of Primary Sub-Adviser, the Primary Sub-Adviser
may give advice and take action in the performance of its duties with
respect to other clients that may differ from the advice given, or the
timing or nature of actions taken, with respect to the Fund.
(iv) Reports. Upon request, Primary Sub-Adviser shall provide
to the Trustees such analyses and reports as may be required by law or
otherwise reasonably required to fulfill its responsibilities under
this Agreement.
(v) Fair Valuation. In accordance with procedures and methods
established by the Trustees, which may be amended from time to time,
Primary Sub-Adviser shall provide assistance to the Manager in
determining the fair value of all securities and other
investments/assets in the Fund, as necessary, and use reasonable
efforts to arrange for the provision of valuation information or a
price(s) from a party(ies) independent of Primary Sub-Adviser for each
security or other investment/asset in the Fund for which market prices
are not readily available.
C. In furnishing services hereunder, Primary Sub-Adviser will furnish
the following at its expense:
(i) Facilities and Personnel. Primary Sub-Adviser shall
provide all necessary facilities and personnel, including salaries,
expenses and fees of any personnel required for Primary Sub-Adviser to
faithfully perform its duties under this Agreement. In addition,
Primary Sub-Adviser shall provide all administrative facilities,
including bookkeeping, and all equipment necessary for the efficient
conduct of Primary Sub-Adviser's duties under this Agreement.
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(ii) Cooperation with Trust Agents. Primary Sub-Adviser shall
cooperate with and provide reasonable assistance to the Manager, the
Trust's administrator, any Trust custodian or foreign sub-custodians,
the Trust's transfer agent and pricing agents and all other agents and
representatives of the Trust and the Manager, keep all such persons
fully informed as to such matters as they may reasonably deem necessary
to the performance of their obligations to the Trust and the Manager,
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.
Primary 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 Adviser hereunder, provided that no such person
shall perform any services with respect to the Fund 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 Primary Sub-Adviser, and neither the Manager nor the Trust
shall have any obligations with respect thereto or otherwise arising under the
Agreement.
4. COMPENSATION OF PRIMARY SUB-ADVISER
For its services performed hereunder, the Manager will pay Primary
Sub-Adviser with respect to each Fund the compensation specified in Appendix A
to this Agreement. Such compensation shall be paid to Primary Sub-Adviser by the
Manager quarterly; however, the Trust will calculate this charge on the average
daily net asset value of each Fund and accrue it on a daily basis. If this
Agreement becomes effective or terminates with respect to any Fund before the
end of any quarter, the fee for the period from the effective date to the end of
the quarter or from the beginning of such quarter to the date of termination, as
the case may be, shall be prorated according to the proportion that such period
bears to the full quarter in which such effectiveness or termination occurs.
5. NON-EXCLUSIVITY
The services of Primary Sub-Adviser to the Manager, the Fund(s) and the
Trust are not to be deemed to be exclusive, and Primary Sub-Adviser shall be
free to render investment advisory or other services to others and to engage in
other activities, so long as the services provided hereunder by Primary
Sub-Adviser are not impaired. It is understood and agreed that the directors,
officers, and employees of Primary 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.
6. LIMITATIONS ON LIABILITY; INDEMNIFICATION
A. Primary Sub-Adviser. Primary Sub-Adviser will exercise its best
judgment in rendering its services to the Trust, and the Trust agrees, as an
inducement to Primary Sub-Adviser's undertaking to do so that, except as may
otherwise be provided by the Investment Company Act or any other federal
securities law, neither Primary 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 Manager or the Trust as a result of any error of judgment or
mistake of law by Primary Sub-Adviser or its Affiliates with respect to the
Fund, except that nothing in this Agreement shall operate or purport to operate
in any way to exculpate, waive or limit the liability of Primary Sub-Adviser or
its Affiliates, and Primary Sub-Adviser shall indemnify and hold harmless the
Trust, the Manager, 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 willful
misconduct, bad faith, reckless disregard or gross negligence of Primary
Sub-Adviser in the performance of any of its duties or obligations hereunder or
(ii) any untrue statement of a material fact contained in the Prospectus and
SAI, proxy materials, reports, advertisements, sales literature, or other
materials pertaining to the Fund or the omission to state therein a material
fact known to Primary 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 Manager or the
Trust by Primary Sub-Adviser Indemnitees (as defined below) for use therein.
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The assets of each Fund will be maintained in the custody of a
custodian (who shall be identified by the Manager in writing). Primary
Sub-Adviser will not have custody of any securities, cash or other assets of any
Fund and will not be liable for any loss resulting from any act or omission of
the custodian..
B. Manager and Trust. Except as may otherwise be provided by the
Investment Company Act or any other federal securities law, the Manager and the
Trust shall not be liable for any losses, claims, damages, liabilities or
litigation (including legal and other expenses) incurred or suffered by Primary
Sub-Adviser as a result of any error of judgment or mistake of law by the
Manager or its Affiliates with respect to the Fund, except that nothing in this
Agreement shall operate or purport to operate in any way to exculpate, waive or
limit the liability of the Manager for, and the Manager shall indemnify and hold
harmless Primary 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, "Primary Sub-Adviser
Indemnitees") against any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses) to which any Primary
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 (i) any willful misconduct, bad faith,
reckless disregard or gross negligence of the Manager in the performance of any
of its duties or obligations hereunder or (ii) any untrue statement of a
material fact contained in the Prospectus and SAI, proxy materials, reports,
advertisements, sales literature, or other materials pertaining to the Fund(s)
or the omission to state therein a material fact known to the Manager that 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 Trust by a Manager Indemnitee for use therein.
C. Trustees and Shareholders. The Manager and Primary Sub-Adviser are
hereby expressly put on notice of the limitation of shareholder liability as set
forth in the Trust Instrument and agree that obligations assumed by the Trust
pursuant to this Agreement shall be limited in all cases to the Trust and its
assets, and if the liability relates to one series, the obligations hereunder
shall be limited to the respective assets of that Fund. The Manager and Primary
Sub-Adviser further agree that they shall not seek satisfaction of any such
obligation from the shareholders or any individual shareholder of the Fund(s),
nor from the Trustees or any individual Trustee of the Trust.
D. Consequential Damages. Neither party shall be liable to the other
party for consequential damages under any provision of this Agreement.
7. BOOKS AND RECORDS
Primary Sub-Adviser will maintain all accounts, books and records with
respect to the Fund as are required of an investment adviser of a registered
investment company pursuant to the Investment Company Act and the 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.
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The records relating to the services provided under this Agreement
shall be the property of the Trust and shall be under its control; however, the
Trust shall furnish to Primary 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 Trust by
Primary Sub-Adviser free from any claim or retention of rights therein, provided
that Primary Sub-Adviser may retain any such records that are required by law or
regulation, or as it may otherwise reasonably request. The Manager and Primary
Sub-Adviser shall keep confidential any information obtained in connection with
its duties hereunder and disclose such information only if the Trust 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.
8. DURATION OF AGREEMENT
With respect to each Fund, this Agreement shall become effective upon
the date indicated for such Fund in Appendix A, provided that this Agreement
shall not take effect unless it has been approved: (i) by a vote of a majority
of those trustees of the Trust who are not "interested persons" (as defined in
the Investment Company Act) ("Independent Trustees") of any party to the
Agreement, cast in person at a meeting called for the purpose of voting on such
approval, and (ii) by vote of a majority of the Fund's outstanding securities.
The Agreement will continue in effect two years from the date of its
effectiveness and may be continued for successive annual periods thereafter so
long as such continuance is specifically approved at least annually either by
(i) the Trustees or (ii) by the vote, as appropriate, of either a majority of
the outstanding voting securities of the Trust or a majority of the outstanding
voting securities of any affected Fund.
9. AMENDMENTS TO THE AGREEMENT
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the parties
hereto, and no material amendment of this Agreement as to a given Fund shall be
effective until approved by the Trustees and such Fund shareholders to the
extent required by the Investment Company Act.
10. TERMINATION OF AGREEMENT
This Agreement may be terminated at any time, without the payment of
any penalty, (i) by the Trustees, including a majority of the Independent
Trustees, or by the vote of a majority of the outstanding voting securities of
the Fund, on sixty (60) days' written notice to the Manager and Primary
Sub-Adviser, or (ii) by the Manager or Primary Sub-Adviser, on sixty (60) days'
written notice to the Trust and the other party. This Agreement will
automatically terminate, without the payment of any penalty, (i) in the event of
its assignment (as defined in the Investment Company Act).
11. REPRESENTATIONS OF THE MANAGER
The Manager represents, warrants and agrees that:
A. The Manager has been duly authorized by the Trustees to delegate to
Primary Sub-Adviser the provision of investment services to the Fund as
contemplated hereby;
B. Prior to the commencement of Primary Sub-Adviser's services
hereunder, the Manager shall provide Primary Sub-Adviser with current copies of
the Trust's Trust Instrument, By-Laws and Compliance Manual, as well as each
Fund's Prospectus and SAI, as well as other relevant policies and procedures
that have been adopted by the Trustees; and
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C. Manager will notify Primary Sub-Adviser if a change of control or
management of Manager is anticipated. Primary Sub-Adviser shall not be
responsible for the expenses of the Trust, if any, arising out of an assignment
by or change of control of Manager.
12. REPRESENTATIONS OF Primary Sub-Adviser
A. Primary Sub-Adviser will notify the Manager if it fails to be
registered as an investment adviser under the Advisers Act or under the laws of
any jurisdiction in which Primary Sub-Adviser is required to be registered as an
investment adviser in order to perform its obligations under this Agreement;
B. Primary Sub-Adviser will notify the Manager 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, public board or
body, involving the affairs of the Trust or involving Section 9 of the
Investment Company Act; and
C. Primary Sub-Adviser will notify the Manager if a change in control
or management of Primary Sub-Adviser is anticipated. Primary Sub-Adviser agrees
to bear all reasonable expenses of the Trust, if any, arising out of an
assignment by or change in control of Primary Sub-Adviser.
13. NAMING RIGHTS
The parties agree that the name of Primary Sub-Adviser, the names of
any affiliates of Primary Sub-Adviser and any derivative or logo or trademark or
service xxxx or trade name are the valuable property of Primary Sub-Adviser and
its affiliates. The Manager and the Trust shall have the right to use such
name(s), derivatives, logos, trademarks or service marks or trade names only
with the prior written approval of Primary Sub-Adviser, which approval shall not
be unreasonably withheld or delayed so long as this Agreement is in effect.
Upon termination of this Agreement, the Manager and the Trust shall
forthwith cease to use such name(s), derivatives, logos, trademarks or service
marks or trade names including but not limited to the names of the Fund. In
addition, upon termination of this Agreement, the Manager and the Trust shall
forthwith cease to use the Fund's ticker symbol, as indicated on Appendix A. The
Manager and the Trust agree that they will review with Primary Sub-Adviser any
advertisement, sales literature, or notice prior to its use that makes reference
to Primary Sub-Adviser or its affiliates or any such name(s), derivatives,
logos, trademarks, service marks or trade names so that Primary Sub-Adviser may
review the context in which it is referred to.
14. FORCE MAJEURE
Manager and Primary Sub-Adviser shall not be liable for delays or
errors occurring by reason of circumstances beyond its control, including but
not limited to acts of civil or military authority, national emergencies, work
stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or
failure of communication or power supply. In the event of equipment breakdowns
beyond its control, Manager shall take reasonable steps to minimize service
interruptions but shall have no liability with respect thereto.
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15. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of Delaware (without giving effect to its
conflict of laws principles), or any of the applicable provisions of the
Investment Company Act. To the extent that the laws of the State of Delaware, or
any of the provisions in this Agreement, conflict with applicable provisions of
the Investment Company Act, the latter shall control. 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. Specifically, the terms "vote of a majority of the outstanding
voting securities," "interested persons," "assignment," and "affiliated
persons," as used herein shall have the meanings assigned to them by Section
2(a) of the Investment Company Act unless otherwise stated herein. 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.
16. HEADINGS
The headings in the sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part hereof.
17. INTERPRETATION
Nothing herein contained shall be deemed to require the Trust to take
any action contrary to its Trust Instrument or By-Laws, or any applicable
statutory or regulatory requirements to which it is subject or by which it is
bound, or to relieve or deprive the Trustees of their responsibility for and
control of the conduct of the affairs of the Trust.
18. SEVERABILITY
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.
19. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the
parties with respect to the advisory services to be provided to the Funds.
20. NOTICES
All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the last known business address of the Manager, Trust and
Primary Sub-Adviser by registered or a private mail or delivery service
providing the sender with notice of receipt. Notice shall be deemed given on the
date delivered in accordance with this paragraph.
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.
GRAIL ADVISORS, LLC RIVERPARK ADVISORS, LLC
By: ___________________________ By: __________________________
Name: Xxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxx
Title: Chief Executive Officer Title: Chief Executive Officer
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APPENDIX A
TO THE
PRIMARY INVESTMENT SUB-ADVISORY AGREEMENT
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Management Fee
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Fund/Ticker Fee Effective Date
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RP Focused Large Cap Growth ETF (RWG) 0.50% September 10, 2009
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