DELEGATION AGREEMENT
AGREEMENT, dated as of March 1, 2001 by and between INVESTORS BANK & TRUST
COMPANY, a Massachusetts trust company (the "Delegate"), and E*TRADE Funds, a
Delaware business trust (the "Fund").
WHEREAS, the Delegate and the Fund have entered into a Custodian Agreement
("Custodian Agreement") on behalf of the series thereto, including the E*TRADE
Global Titans Index Fund ("Fund"), dated as of February 15, 1999, and amended
from time to time, pursuant to which the Fund may appoint the Delegate as the
Foreign Custody Manager (as defined in Rule 17f-5 under the Investment Company
Act of 1940, as amended (the "1940 Act"));
WHEREAS, pursuant to the provisions of Rule 17f-5 under the Investment
Company Act of 1940, as amended (the "1940 Act"), and subject to the terms and
conditions set forth herein, the Board of Trustees of the Fund delegates to the
Delegate the responsibilities, set forth in: (i) section 14.3 of the Custodian
Agreement and (ii) in this Agreement concerning the Fund's Foreign Assets (as
defined below), and the Delegate accepts and assumes certain responsibilities
described herein concerning the Fund's Foreign Assets, including those assigned
to the Foreign Custody Manager as set forth in paragraphs (c)(1), (c)(2) and
(c)(3) of Rule 17f-5; and
WHEREAS, pursuant to the provisions of Rule 17f-7 under the 1940 Act, and
subject to the terms and conditions set forth herein, the Fund desires to retain
the Delegate to provide certain services concerning Foreign Assets, and the
Delegate hereby agrees to provide such services, as described herein;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the parties hereto agree as follows:
1. Definitions
Capitalized terms in this Agreement have the following meanings:
a. Authorized Representative
Authorized Representative means any one of the persons who are
empowered, on behalf of the parties to this Agreement, to receive notices from
the other party and to send notices to the other party.
b. Board
Board means the Board of Trustees (or the body authorized to exercise
authority similar to that of the board of directors of a corporation) of Fund.
c. Country Risk
Country Risk means all factors reasonably related to the systemic risk
of holding Foreign Assets in a particular country including, but not limited to,
such country's political environment, economic and financial infrastructure
(including any Securities Depositories operating in such country); prevailing
custody and settlement practices; and laws and regulations applicable to the
safekeeping and recovery of Foreign Assets held in custody in that country.
d. Eligible Foreign Custodian
Eligible Foreign Custodian has the meaning set forth in Rule
17f-5(a)(1) and it is understood that such term includes foreign branches of
U.S. Banks (as the term "U.S. Bank" is defined in Rule 17f-5(a)(7)).
e. Foreign Assets
Foreign Assets has the meaning set forth in Rule 17f-5(a)(2)
f. Foreign Custody Manager
Foreign Custody Manager has the meaning set forth in Rule 17f-5(a)(3).
g. Securities Depository
Securities Depository means an " Eligible Securities Depository" as
set forth in Rule 17f- 7(b)(1).
h. Monitor
Monitor means to re-assess or re-evaluate at reasonable intervals and
as circumstances warrant, a decision, determination or analysis previously made.
2. Representations
a. Delegate's Representations
Delegate represents that it is a trust company chartered under the
laws of the Commonwealth of Massachusetts and is a U.S. Bank ( as that term is
defined in Rule 17f-5(a)(7)). Delegate further represents that the persons
executing this Agreement and any amendment or appendix hereto on its behalf are
duly authorized to so bind the Delegate with respect to the subject matter of
this Agreement.
b. Fund's Representations
Fund represents that the Board has determined that it is reasonable to
rely on Delegate to perform the responsibilities described in this Agreement.
Fund further represents that the persons executing this Agreement and any
amendment or appendix hereto on its behalf are duly authorized to so bind the
Fund with respect to the subject matter of this Agreement.
3. Jurisdictions and Depositories Covered
a. Initial Jurisdictions and Depositories
The authority delegated by this Agreement in connection with Rule
17f-5 applies only with respect to Foreign Assets held in the jurisdictions
listed in Appendix A1. Delegate's responsibilities under this Agreement in
connection with Rule 17f-7 apply only with respect to the Securities
Depositories listed in Appendix A2. Upon the creation of a new Securities
Depository in any of the jurisdictions listed in Appendix A1 at the time of such
creation, such Securities Depository will automatically be deemed to be listed
in Appendix A2 and will be covered by the terms of this Agreement.
b. Added Jurisdictions and Depositories
Jurisdictions and related Securities Depositories may be added to
Appendix A1 and Appendix A2, respectively, by written agreement in the form of
Appendix B. Delegate's responsibility and authority with respect to any
jurisdiction or Securities Depository, respectively, so added will commence at
the later of (i) the time that Delegate's Authorized Representative and Fund's
Authorized Representative have both executed a copy of Appendix B listing such
jurisdiction and/or Securities Depository, or (ii) the time that Delegate's
Authorized Representative receives a copy of such fully executed Appendix B.
c. Withdrawn Jurisdictions
Following the receipt of Proper Instructions (as defined in Section
2.8 of the Custodian Agreement) directing the Delegate to close the account of
the Fund with the Eligible Foreign Custodian selected by the Delegate in a
designated country and to remove that country from Appendix A1, the delegation
by the Board to the Delegate as Foreign Custody Manager for that country shall
be deemed to have been withdrawn with respect to that country and the Delegate
shall cease to be the Foreign Custody Manger of the Fund with respect to that
country after settlement of all pending trades and orderly transfer of assets.
The Fund may withdraw its (i) delegation to Delegate with respect to
any jurisdiction or (ii) retention of Delegate with respect to any Securities
Depository, upon written notice to Delegate. Delegate may withdraw its (i)
acceptance of delegation with respect to any jurisdiction or (ii) retention with
respect to any Securities Depository, upon written notice to the Fund. Sixty
days (or such longer period as to which the parties agree in such event) after
receipt of any such notice by the Authorized Representative of the party other
than the party giving notice, Delegate shall have no further responsibility
under this Agreement with respect to the jurisdiction(s) or Securities
Depository as to which delegation is withdrawn.
4. Delegation of Authority to Act as Foreign Custody Manager
a. Selection of Eligible Foreign Custodians
Subject to the provisions of this Agreement and the requirements of
Rule 17f-5 (and any other applicable law), Delegate is authorized to place and
maintain Foreign Assets in the care of any Eligible Foreign Custodian(s)
selected by Delegate in each jurisdiction to which this Agreement applies,
except that Delegate does not accept such authorization and direction with
regard to Securities Depositories.
b. Contracts With Eligible Foreign Custodians
Subject to the provisions of this Agreement and the requirements of
Rule 17f-5 (and any other applicable law), Delegate is authorized to enter into,
on behalf of Fund, such written contracts governing Fund's foreign custody
arrangements with such Eligible Foreign Custodians as Delegate deems
appropriate.
5. Monitoring of Eligible Foreign Custodians and Contracts
In each case in which Delegate has exercised the authority delegated under
this Agreement to place Foreign Assets with an Eligible Foreign Custodian,
Delegate is authorized to, and shall, on behalf of Fund, establish a system to
Monitor the appropriateness of maintaining Foreign Assets with such Eligible
Foreign Custodian. In each case in which Delegate has exercised the authority
delegated under this Agreement to enter into a written contract governing Fund's
foreign custody arrangements, Delegate is authorized to, and shall, on behalf of
Fund, establish a system to Monitor the appropriateness of such contract.
6. Securities Depositories
a. In accordance with the requirements of Rule 00x-0, Xxxxxxxx shall,
by no later than July 2, 2001, provide the Fund or its investment adviser with
an analysis of the custody risks associated with maintaining assets with each
Securities Depository listed on Appendix A2 hereto.
b. In accordance with the requirements of Rule 17f-7, Delegate shall
Monitor the custody risks associated with maintaining assets with each
Securities Depository listed on Appendix A2 hereto on a continuing basis, and
shall promptly notify the Fund or its investment adviser of any material change
in such risks.
7. Guidelines and Procedures for the Exercise of Delegated Authority
a. Board's Conclusive Determination Regarding Country Risk
In exercising its delegated authority under this Agreement, Delegate
may assume, for all purposes, that Board (or Fund's investment advisor, pursuant
to authority delegated by Board) has considered, and pursuant to its fiduciary
duties to Fund and Fund's shareholders, determined to accept, such Country Risk
as is incurred by placing and maintaining Foreign Assets in the jurisdictions to
which this Agreement applies. In exercising its delegated authority under this
Agreement, Delegate may also assume that Board (or Fund's investment advisor,
pursuant to authority delegated by Board) has, and will continue to, Monitor
such Country Risk to the extent Board deems necessary or appropriate. Except as
specifically described herein, nothing in this Agreement shall require Delegate
to make any selection or to engage in any Monitoring on behalf of Fund that
would entail consideration of Country Risk.
b. Selection of Eligible Foreign Custodians
The Delegate may place and maintain the Foreign Assets in the care of
an Eligible Foreign Custodian selected by Delegate in each country listed on
Appendix A1, as amended from time to time. In addition, Delegate shall provide
the Fund with all requisite forms and documentation to open an account in any
country listed on Appendix A1 as requested by any Authorized Officer and shall
assist the Fund with the filing and processing of these forms and documents.
Execution of this Agreement by the Fund shall be deemed to be a Proper
Instruction to open an account, or to place or maintain Foreign Assets in each
country listed on Appendix A1.
In exercising its delegated responsibilities as a Foreign Custody
Manager under this Agreement to place and maintain Foreign Assets with an
Eligible Foreign Custodian, Delegate shall determine that Foreign Assets will be
subject to reasonable care, based on the standards applicable to custodians in
the market in which the Foreign Assets will be held, after considering all
factors relevant to the safekeeping of such Foreign Assets, including, without
limitation;
i. The Eligible Foreign Custodian's practices, procedures, and
internal controls, including, but not limited to, the physical protections
available for certificated securities (if applicable), the method of keeping
custodial records, and the security and data protection practices;
ii. Whether the Eligible Foreign Custodian has the financial
strength to provide reasonable care for Foreign Assets;
iii. The Eligible Foreign Custodian's general reputation and
standing;
iv. Whether Fund will have jurisdiction over and be able to
enforce judgments against the Eligible Foreign Custodian, such as by virtue of
the existence of any offices of the Eligible Foreign Custodian in the United
States or the Eligible Foreign Custodian's consent to service of process in the
United States; and
v. In the case of an Eligible Foreign Custodian that is a banking
institution or trust company, any additional factors and criteria set forth in
Appendix C to this Agreement.
c. Evaluation of Written Contracts
In exercising the authority delegated under this Agreement to enter
into written contracts governing Fund's foreign custody arrangements with an
Eligible Foreign Custodian, Delegate shall determine that such contracts
providereasonable care for Foreign Assets based on the standards applicable to
Eligible Foreign Custodians in the relevant market. In making this
determination, Delegate shall ensure that the terms of such contracts shall
include provisions that provide:
i. or indemnification of insurance arrangements (or any
combination of the foregoing) so that the Fund will be adequately protected
against the risk of loss of the Foreign Assets held in accordance with the
contract;
ii. that the Foreign Assets will not be subject to any right,
security interest, lien or claim of any kind in favor of the Eligible Foreign
Custodian or its creditors except a claim of payment for their safe custody or
administration or, in the case of cash deposits, liens or rights in favor of
creditors of the Eligible Foreign Custodian arising under bankruptcy, insolvency
or similar laws;
iii. that beneficial ownership of the Foreign Assets will be
freely transferable without the payment of money or value other than for safe
custody or administration;
iv. that adequate records will be maintained identifying the
Foreign Assets as belonging to the Fund or as being held by a third party for
the benefit of the Fund;
v. that the Fund's independent public accountants will be given
access to those records or confirmation of the contents of those records; and
vi. that the Fund will receive periodic reports with respect to
the safekeeping of the Foreign Assets, including, but not limited to,
notification of any transfer of the Foreign Assets to or from the Fund's account
or a third party account containing the Foreign Assets held for the benefit of
the Fund.
The contract may contain, in lieu of any or all of the provisions set forth in
(i) through (vi) above, such other provisions that Delegate determines will
provide, in their entirety, the same or a greater level of care and protection
for the Foreign Assets as the provisions set forth in (i) through (vi) above, in
their entirety.
d. Monitoring of Eligible Foreign Custodians
In each case in which Delegate maintains Foreign Assets with an
eligible Foreign Custodian selected by Delegate, Delegate shall establish a
system to Monitor the appropriateness of maintaining Foreign Assets with an
Eligible Foreign Custodian and the appropriateness of a written contract
governing Fund's foreign custody arrangements. Delegate shall consider all
factors and criteria set forth in subparagraphs b. and c. of section 7 and
Appendix D to this Agreement. If, as a result of its Monitoring of Eligible
Foreign Custodian relationships hereunder or otherwise, the Delegate reasonably
determines that it is in the best interest of the safekeeping of the Foreign
Assets to move such Foreign Assets to a different Eligible Foreign Custodian,
the Fund shall bear any expense related to such relocation of Foreign Assets
except to the extent such expense results from the negligence, willful
misconduct, bad faith or material breach of this Agreement by Delegate.
8. Standard of Care
a. In performing the responsibilities delegated to it with regard to
its duties under Rule 17f-5 Delegate agrees to exercise reasonable care,
prudence and diligence such as a person having responsibility for the
safekeeping of Foreign Assets of an investment company registered under the 1940
Act would exercise. Delegate agrees to notify the Fund immediately if, at any
time, Delegate believes it cannot perform, in accordance with the foregoing
standard of care, its duties hereunder generally or with respect to any country
specified in Appendix A1.
b. In carrying out its responsibilities under this Agreement with
regard to Rule 00x-0, Xxxxxxxx agrees to exercise reasonable care, prudence and
diligence.
9. Most Favored Client
If at any time Delegate shall be a party to an agreement, to serve as a
Foreign Custody Manager to an investment company, that provides for either (a) a
standard of care with respect to the selection of Eligible Foreign Custodians in
any jurisdiction higher than that set forth in Section 7b. of this Agreement or
(b) a standard of care with respect to the exercise of the Foreign Custody
Manager's duties other than that set forth in Section 8 of this Agreement,
Delegate agrees to notify the Fund of this fact and to raise the applicable
standard of care hereunder to the standard specified in the other agreement.
10. Reporting Requirements
Delegate shall list on Appendix A1 the Eligible Foreign Custodians selected
by Delegate to maintain the Fund's Foreign Assets. Delegate shall report the
withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the
placement of the Foreign Assets with another Eligible Foreign Custodian by
providing to the Fund an amended Appendix A1 promptly. Delegate shall make
written reports notifying the Fund of any other material change in the foreign
custody arrangements of the Fund described in Section 9. Amended Appendix A1 and
material change reports shall be provided to the Board quarterly, provided that,
if Delegate or the Fund determines that any matter should be reported sooner,
Delegate shall promptly, following the occurrence of the event, direct the
report to the Fund for forwarding to the Board. At least annually, Delegate
shall provide the Fund and the Board a written statement enabling the Board to
determine that it is reasonable to rely on Delegate to perform its delegated
duties under this Agreement and that the foreign custody arrangements delegated
to Delegate continue to meet the requirements of Rule 17f-5 under the 1940 Act.
Delegate will also provide monthly reports on each Eligible Foreign Custodian
listing all holdings and current market values.
Delegate agrees to provide written reports notifying Board of the placement
of Foreign Assets with a particular Eligible Foreign Custodian and of any
material change in Fund's arrangements with such Eligible Foreign Custodians.
Such reports shall be provided to Board quarterly for consideration at the next
regularly scheduled meeting of the Board or earlier if deemed necessary or
advisable by the Delegate in its sole discretion or if deemed reasonable and
appropriate by the Board based on the circumstances of the Fund's arrangements.
11. Provision of Information Regarding Country Risk
With respect to the jurisdictions listed in Appendix A1, or added thereto
pursuant to Article 3, Delegate agrees to provide the Board and the Fund's
investment adviser with access to Eyes to the WorldTM, a service available
through the Delegate's Web Site at xxx.xxxxx.xxx, containing information
relating to Country Risk, if available, as is specified in Appendix E to this
Agreement. Such information relating to Country Risk shall be updated from time
to time as the Delegate deems necessary.
12. Limitation of Liability
a. Notwithstanding anything in this Agreement to the contrary, in no
event shall the Delegate or any of its officers, directors, employees or agents
(collectively, the "Indemnified Parties") be liable to the Fund or any third
party, and the Fund shall indemnify and hold the Delegate and the Indemnified
Parties harmless from and against any and all loss, damage, liability, actions,
suits, claims, costs and expenses, including reasonable legal fees, (a "Claim")
arising as a result of any act or omission of the Delegate or any Indemnified
Party under this Agreement, except for any Claim to the extent such claim
results from the material breach of the Agreement or by negligence, willful
misfeasance or bad faith of the Delegate or any Indemnified Party.
b. Delegate shall indemnify and hold the Fund, Trustees, officers and
employees and its agents harmless from and against any and all Claims to the
extent any such Claim arises out of the negligent acts or omissions, bad faith,
willful misconduct or material breach of this Agreement by Delegate, its
officers, directors or employees or any of its agents or subcustodians in
connection with the activities undertaken pursuant to this Agreement, provided
that Delegate's indemnification obligation with respect to the acts or omissions
of its subcustodians shall not exceed the indemnification provided by the
applicable subcustodian to Delegate.
c. Notwithstanding anything to the contrary in this Agreement, in no
event shall a party to this Agreement be liable to the other party or any third
party for lost profits or lost revenues or any special, consequential, punitive
or incidental damages of any kind whatsoever in connection with this Agreement
or any activities hereunder.
d. Notwithstanding anything to the contrary in this Agreement, in no
event shall a party to this Agreement be liable to the other party or any third
party for losses resulting from (i) any acts of God, fires, floods, or other
disturbances of nature, epidemics, strikes, riots, or insurrection, and (ii)
other happenings or events beyond the reasonable control and anticipation of the
party effected, provided that (A) the effected party has in place appropriate
business resumption procedures, systems and facilitates and (B) the effected
party uses its best efforts to avoid or remove the cause of such losses.
e. In performing its duties hereunder, Delegate will be entitled to
receive and act upon the opinion of independent counsel of its own selection,
which may be counsel for the Fund.
f. Delegate may rely upon any Proper Instructions which it reasonably
believes to be genuine and to be signed or presented by any Authorized Person.
Delegate shall not be held to have notice of any change of authority of any
Authorized Person until receipt of appropriate written notice thereof has been
received by Delegate from the Fund. g. In order that the indemnification
provisions contained in this Section 11 shall apply, upon the assertion of a
claim for which either party may be required to indemnify the other, the party
seeking the indemnification shall promptly notify the other party of such
assertion, and shall keep the other party advised with respect to all
developments concerning such claim. The party seeking indemnification shall give
the indemnifying party full and complete authority, information and assistance
to defend such claim or proceeding, and the indemnifying party shall have, at
its negotiations for its compromise or settlement. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent, which consent shall not be unreasonably
withheld.
13. Effectiveness and Termination of Agreement
This Agreement shall be effective as of the later of the date of execution
on behalf of Board or Delegate and shall remain in effect until terminated as
provided herein. This Agreement may be terminated at any time, without penalty,
by written notice from the terminating party to the non-terminating party.
Termination will become effective 90 days after receipt by the non-terminating
party of such notice.
14. Authorized Representatives and Notices
The respective Authorized Representatives of the Fund and the addresses to
which notices and other documents under this Agreement are to be sent to each,
are as set forth in Appendix F. Any Authorized Representative of a party may add
or delete persons from that party's list of Authorized Representatives by
written notice to an Authorized Representative of the other party.
[Remainder of Page Intentionally Left Blank]
15. Governing Law
This Agreement shall be constructed in accordance with the laws of the
Commonwealth of Massachusetts without regard to principles of choice of law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first written
above.
Investors Bank & Trust Company
By: ___________________________________
Name:
Title:
E*TRADE FUNDS
By:____________________________________
Name:
Title:
List of Appendices
A1 -- Jurisdictions Covered / Eligible Foreign Custodians Selected
A2 - Securities Depositories Covered
B -- Additional Jurisdictions/Securities Depositories Covered
C -- Additional Factors and Criteria To Be Applied in the Selection of
Eligible Foreign Custodians That Are Banking Institutions or Trust Companies
D -- Factors and Criteria To Be Applied in Establishing Systems For the
Monitoring of Foreign Custody Arrangements and Contracts
E -- Information Regarding Country Risk
F -- Authorized Representatives
APPENDIX A1
Jurisdictions Covered
[delete those countries which are not delegated]
Argentina Kenya
Austria Korea
Australia Latvia
Bahrain Lebanon
Bangladesh Lithuania
Belgium Luxembourg
Bermuda Malaysia
Bolivia Mauritius
Botswana Mexico
Brazil Morocco
Bulgaria Namibia
Canada Netherlands
Chile New Zealand
China Norway
Clearstream (Cedel) Oman
Colombia Pakistan
Costa Rica Panama
Croatia Papau New Guinea
Cyprus Peru
Czech Republic Philippines
Denmark Poland
Ecuador Portugal
Egypt Romania
Estonia Russia
Euroclear Singapore
Finland Slovak Republic
France Slovenia
Germany South Africa
Ghana Spain
Greece Sri Lanka
Hong Kong Swaziland
Hungary Sweden
Iceland Switzerland
India Taiwan
Indonesia Thailand
Ireland Turkey
Israel Ukraine
Italy United Kingdom
Ivory Coast Uruguay
Japan Venezuela
Jordan Zambia
Kazakhstan Zimbabwe
APPENDIX A2
Securities Depositories Covered
B-1
APPENDIX B
Additional Jurisdictions Covered
Pursuant to Article 3 of this Agreement, Delegate and Board agree that the
following jurisdictions shall be added to Appendix A1:
[insert additional countries/depositories]
Investors Bank & Trust Company
By: ___________________________________
Name:
Title:
[FUND]
By:____________________________________
Name:
Title:
DATE: ______________________________
C-1
APPENDIX C
Additional Factors and Criteria To Be Applied
in the Selection of Eligible Foreign Custodians
That Are Banking Institutions or Trust Companies
In addition to the factors set forth in Rule 17f-5(c)(1), in selecting
Eligible Foreign Custodians that are banking institutions or trust companies,
Delegate shall consider the following factors, if such information is available
(check all that apply):
_________ None
_____X____ Other (list below):
Such factors as the Delegate believes reasonable
D-1
APPENDIX D
Factors and Criteria To Be Applied
in the Establishing Systems For the Monitoring of
Foreign Custody Arrangements and Contracts
In establishing systems for the Monitoring of foreign custody arrangements
and contracts with Eligible Foreign Custodians, Delegate shall consider the
following factors, if such information is available:
1. Operating performance
2. Established practices and procedures
3. Relationship with market regulators
4. Contingency planning
E-1
APPENDIX E
Information Regarding Country Risk
To aid the Board in its determinations regarding Country Risk, Delegate
will furnish Board annually with respect to the jurisdictions specified in
Article 3, the following information:
1. Copy of Addenda or Side Letters to Subcustodian Agreements
2. Legal Opinion, if available, with regard to:
a) Access to books and records by the Fund's accountants
b) Ability to recover assets in the event of bankruptcy of a custodian
c) Ability to recover assets in the event of a loss
d) Likelihood of expropriation or nationalization, if available
e) Ability to repatriate or convert cash or cash equivalents
3. Audit Report
4. Copy of Balance Sheet from Annual Report
5. Summary of Central Depository Information
6. Country Profile Matrix containing market practice for:
a) Delivery versus payment
b) Settlement method
c) Currency restrictions
d) Buy-in practice
e) Foreign ownership limits
f) Unique market arrangements
7. Information Regarding Securities Depositories.
Whether use is voluntary or compulsory
Ownership
Operating History
Established rules, practices and procedures
Membership
Financial Strength
Governing regulatory body
F-1
APPENDIX F
Authorized Representatives
The names and addresses of each party's authorized representatives are set forth
below:
A. Fund
With a copy to:
E*TRADE FUNDS
ATTN: Xxxxxxxxx Xxxxxxxxx, Vice President
B. Delegate
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxxxx, Director, Client Management
Fax: (000) 000-0000
With a copy to:
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxx, Assistant General Counsel
Fax: (000) 000-0000
