Fixed Income SHares
PORTFOLIO MANAGEMENT AGREEMENT
AGREEMENT made this ___ day of February, 2000 between PIMCO Advisors L.P.
("Adviser"), a limited partnership, and Pacific Investment Management Company
(the "Portfolio Manager"), a partnership.
WHEREAS, Fixed Income SHares (the "Trust") is registered with the Securities
and Exchange Commission ("SEC") as an open-end, management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue shares of beneficial interest
("Shares") in separate series, with each such series representing interests in
a separate portfolio; and
WHEREAS, the Trust has established multiple series, including operational
series or series that are expected to be operational that are designated as the
FISH: Series C and FISH: Series M, such series together with any other series
subsequently established by the Trust, being collectively referred to
hereinafter as the "Series"; and
WHEREAS, the Portfolio Manager is registered with the SEC as an investment
adviser under the Investment Advisers Act of 1940 ("Advisers Act"); and
WHEREAS, the Trust has retained the Adviser to render management services to
the Portfolios (as defined below) pursuant to an Investment Advisory Agreement
dated as of February ___, 2000, as from time to time amended, supplemented or
modified, and such Agreement authorizes the Adviser to engage Portfolio
Managers to discharge the Adviser's responsibilities with respect to the
management of the Series; and
WHEREAS, the Adviser desires to retain the Portfolio Manager to furnish
investment advisory services to one or more of the Series of the Trust, and the
Portfolio Manager is willing to furnish such services to such Series and the
Adviser in the manner and on the terms hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the promises and mutual
covenants herein contained, it is agreed between the Adviser and the Portfolio
Manager as follows:
1. Appointment. The Adviser hereby appoints Pacific Investment Management
Company to act as Portfolio Manager to the FISH: Series C and FISH: Series M
(the "Portfolios") for the periods and on the terms set forth in this
Agreement. The Portfolio Manager accepts such appointment and agrees to
furnish the services herein set forth for the compensation herein provided.
In the event the Adviser wishes to retain the Portfolio Manager to render
investment advisory services to one or more Series other than the Portfolios,
the Adviser shall notify the Portfolio Manager in writing. If the Portfolio
Manager is willing to render such services, it shall notify the Adviser in
writing.
2. Portfolio Management Duties. Subject to the supervision of the Trust's
Board of Trustees and the Adviser, the Portfolio Manager will provide a
continuous investment program for the Portfolios and determine the composition
of the assets of the Portfolios, including determination of the purchase,
retention, or sale of the securities, cash, and other investments for the
Portfolios. The Portfolio Manager will provide investment research and
analysis, which may consist of computerized investment methodology, and will
conduct a continuous program of evaluation, investment, sales, and reinvestment
of the Portfolios' assets by determining the securities and other investments
that shall be purchased, entered into, sold, closed, or exchanged for the
Portfolios, when these transactions should be executed, and what portion of the
assets of the Portfolios should be held in the various securities and other
investments in which they may invest, and the Portfolio Manager is hereby
authorized to execute and perform such services on behalf of the Portfolios. To
the extent permitted by the investment policies of the Portfolios, the
Portfolio Manager shall make decisions for the Portfolios as to foreign
currency matters and make determinations as to the retention or disposition of
foreign currencies or securities or other instruments denominated in foreign
currencies, or derivative instruments based upon foreign currencies, including
forward foreign currency contracts and options and futures on foreign
currencies and shall execute and perform the same on behalf of the Portfolios.
The Portfolio Manager will provide the services under this Agreement in
accordance with the Portfolios' investment objective or objectives, investment
policies, and investment restrictions as stated in the Trust's Registration
Statement filed on Form N-1A with the SEC, as supplemented or amended from time
to time, copies of which shall be sent to the Portfolio Manager by the Adviser.
In performing these duties, the Portfolio Manager:
a. Shall conform with the 1940 Act and all rules and regulations
thereunder, all other applicable federal and state laws and regulations, with
any applicable procedures adopted by the Trust's Board of Trustees, and with
the provisions of the Trust's Registration Statement filed on Form N-1A, as
supplemented or amended from time to time.
b. Shall use reasonable efforts to manage each Portfolio so that it
qualifies as a regulated investment company under Subchapter M of the Internal
Revenue Code.
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c. Is responsible, in connection with its responsibilities under this
Section 2, for decisions to buy and sell securities and other investments for
the Portfolios, for broker-dealer and futures commission merchant ("FCM")
selection, and for negotiation of commission rates. The Portfolio Manager's
primary consideration in effecting a security or other transaction will be to
obtain the best execution for the Portfolios, taking into account the factors
specified in the Prospectus and Statement of Additional Information for the
Trust, as they may be amended or supplemented from time to time. Subject to
such policies as the Board of Trustees may determine and consistent with
Section 28(e) of the Securities Act of 1934, the Portfolio Manager shall not be
deemed to have acted unlawfully or to have breached any duty created by this
Agreement or otherwise solely by reason of its having caused the Portfolios to
pay a broker or dealer, acting as agent, for effecting a portfolio transaction
at a price in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction, if the Portfolio Manager
determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Portfolio Manager's overall responsibilities with respect to the Portfolios and
to its other clients as to which it exercises investment discretion. To the
extent consistent with these standards, and in accordance with Section 11(a) of
the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and subject
to any other applicable laws and regulations, the Portfolio Manager is further
authorized to allocate the orders placed by it on behalf of the Portfolios to
the Portfolio Manager if it is registered as a broker or dealer with the SEC,
to its affiliate that is registered as a broker or dealer with the SEC, or to
such brokers and dealers that also provide research or statistical research and
material, or other services to the Portfolios or the Portfolio Manager. Such
allocation shall be in such amounts and proportions as the Portfolio Manager
shall determine consistent with the above standards, and, upon request, the
Portfolio Manager will report on said allocation to the Adviser and Board of
Trustees of the Trust, indicating the brokers or dealers to which such
allocations have been made and the basis therefor.
d. May, on occasions when the purchase or sale of a security is deemed
to be in the best interest of the Portfolios as well as any other investment
advisory clients, to the extent permitted by applicable laws and regulations,
but shall not be obligated to, aggregate the securities to be so sold or
purchased with those of its other clients where such aggregation is not
inconsistent with the policies set forth in the Registration Statement. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Portfolio Manager in
a manner that is fair and
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equitable in the judgment of the Portfolio Manager in the exercise of its
fiduciary obligations to the Trust and to such other clients.
e. Will, in connection with the purchase and sale of securities for the
Portfolios, arrange for the transmission to the custodian for the Trust on a
daily basis, such confirmation, trade tickets, and other documents and
information, including, but not limited to, Cusip, Sedol, or other numbers that
identify securities to be purchased or sold on behalf of the Portfolios, as may
be reasonably necessary to enable the custodian to perform its administrative
and recordkeeping responsibilities with respect to the Portfolios, and, with
respect to portfolio securities to be purchased or sold through the Depository
Trust Company, will arrange for the automatic transmission of the confirmation
of such trades to the Trust's custodian.
f. Will assist the custodian and recordkeeping agent(s) for the Trust in
determining or confirming, consistent with the procedures and policies stated
in the Registration Statement for the Trust, the value of any portfolio
securities or other assets of the Portfolios for which the custodian and
recordkeeping agent(s) seek assistance from the Portfolio Manager or identify
for review by the Portfolio Manager.
g. Will make available to the Trust and Adviser, promptly upon request,
the Portfolios' investment records and ledgers as are necessary to assist the
Trust to comply with the requirements of the 1940 Act and the Advisers Act, as
well as other applicable laws, and will furnish to regulatory authorities
having the requisite authority any information or reports in connection with
such services which may be requested in order to ascertain whether the
operations of the Trust are being conducted in a manner consistent with
applicable laws and regulations.
h. Will regularly report to the Trust's Board of Trustees on the
investment program for the Portfolios and the issuers and securities
represented in the Portfolios' portfolio, and will furnish the Trust's Board of
Trustees with respect to the Portfolios such periodic and special reports as
the Trustees may reasonably request.
i. Shall be responsible for making reasonable inquiries and for
reasonably ensuring that any employee of the Portfolio Manager has not, to the
best of the Portfolio Manager's knowledge:
i. been convicted, in the last ten (10) years, of any felony or
misdemeanor involving the purchase or sale of any security or arising out of
such person's conduct as an underwriter, broker, dealer,
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investment adviser, municipal securities dealer, government securities broker,
government securities dealer, transfer agent, or entity or person required to
be registered under the Commodity Exchange Act, or as an affiliated person,
salesman, or employee of any investment company, bank, insurance company, or
entity or person required to be registered under the Commodity Exchange Act; or
ii. been permanently or temporarily enjoined by reason of any
misconduct, by order, judgment, or decree of any court of competent
jurisdiction from acting as an underwriter, broker, dealer, investment adviser,
municipal securities dealer, government securities broker, government
securities dealer, transfer agent, or entity or person required to be
registered under the Commodity Exchange Act, or as an affiliated person,
salesman or employee of any investment company, bank, insurance company, or
entity or person required to be registered under the Commodity Exchange Act, or
from engaging in or continuing any conduct or practice in connection with any
such activity or in connection with the purchase or sale of any security.
3. Disclosure about Portfolio Manager. The Portfolio Manager has reviewed the
Registration Statement for the Trust filed with the SEC and represents and
warrants that, with respect to the disclosure about the Portfolio Manager or
information relating, directly or indirectly, to the Portfolio Manager, such
Registration Statement contains, as of the date hereof, no untrue statement of
any material fact and does not omit any statement of a material fact which was
required to be stated therein or necessary to make the statements contained
therein not misleading. The Portfolio Manager further represents and warrants
that it is a duly registered investment adviser under the Advisers Act and a
duly registered investment adviser in all states in which the Portfolio Manager
is required to be registered. The Adviser has received a current copy of the
Portfolio Manager's Uniform Application for Investment Adviser Registration on
Form ADV, as filed with the SEC. The Portfolio Manager agrees to provide the
Adviser with current copies of the Portfolio Manager's Form ADV, and any
supplements or amendments thereto, as filed with the SEC.
4. Expenses. During the term of this Agreement, the Portfolio Manager will
pay all expenses incurred by it and its staff and for their activities in
connection with its services under this Agreement. The Portfolio Manager shall
not be responsible for any of the following:
a. Expenses of all audits by the Trust's independent public accountants;
b. Expenses of the Trust's transfer agent(s), registrar, dividend
disbursing agent(s), and shareholder recordkeeping services;
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c. Expenses of the Trust's custodial services, including recordkeeping
services provided by the custodian;
d. Expenses of obtaining quotations for calculating the value of the
Portfolios' net assets;
e. Expenses of obtaining Portfolio Activity Reports for the Portfolios;
f. Expenses of maintaining the Trust's tax records;
g. Salaries and other compensation of any of the Trust's executive
officers and employees, if any, who are not officers, directors, stockholders,
or employees of Adviser, its subsidiaries or affiliates, or any Portfolio
Manager of the Trust;
h. Taxes, if any, levied against the Trust or any of its Series;
i. Brokerage fees and commissions in connection with the purchase and
sale of portfolio securities for the Portfolios;
j. Costs, including the interest expenses, of borrowing money;
k. Costs and/or fees incident to meetings of the Trust's shareholders,
the preparation and mailings of prospectuses and reports of the Trust to its
shareholders, the filing of reports with regulatory bodies, the maintenance of
the Trust's existence, and the registration of shares with federal and state
securities or insurance authorities;
l. The Trust's legal fees, including the legal fees related to the
registration and continued qualification of the Trust's shares for sale;
m. Costs of printing stock certificates representing shares of the Trust;
n. Trustees' fees and expenses to trustees who are not officers,
employees, or stockholders of the Portfolio Manager or any affiliate thereof;
o. The Trust's pro rata portion of the fidelity bond required by Section
17(g) of the 1940 Act, or other insurance premiums;
p. Association membership dues;
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q. Extraordinary expenses of the Trust as may arise, including expenses
incurred in connection with litigation, proceedings and other claims and the
legal obligations of the Trust to indemnify its trustees, officers, employees,
shareholders, distributors, and agents with respect thereto; and
r. Organizational and offering expenses and, if applicable,
reimbursement (with interest) of underwriting discounts and commissions.
5. Seed Money. The Adviser agrees that the Portfolio Manager shall not be
responsible for providing money for the initial capitalization of the Trust or
Portfolios.
6. Compliance.
a. The Portfolio Manager agrees that it shall immediately notify the
Adviser and the Trust in the event (i) that the SEC has censured the Portfolio
Manager; placed limitations upon its activities, functions or operations;
suspended or revoked its registration as an investment adviser; or has
commenced proceedings or an investigation that may result in any of these
actions, and (ii) upon having a reasonable basis for believing that a Portfolio
has ceased to qualify or might not qualify as a regulated investment company
under Subchapter M of the Internal Revenue Code. The Portfolio Manager further
agrees to notify the Adviser and the Trust immediately of any material fact
known to the Portfolio Manager that is not contained in the Registration
Statement or prospectus for the Trust, or any amendment or supplement thereto,
or of any statement contained therein that becomes untrue in any material
respect.
b. The Adviser agrees that it shall immediately notify the Portfolio
Manager in the event (i) that the SEC has censured the Adviser or the Trust;
placed limitations upon either of their activities, functions, or operations;
suspended or revoked the Adviser's registration as an investment adviser; or
has commenced proceedings or an investigation that may result in any of these
actions, and (ii) upon having a reasonable basis for believing that a Portfolio
has ceased to qualify or might not qualify as a regulated investment company
under Subchapter M of the Internal Revenue Code.
7. Independent Contractor. The Portfolio Manager shall for all purposes
herein be deemed to be an independent contractor and shall, unless otherwise
expressly provided herein or authorized by the Adviser from time to time, have
no authority to act for or represent the Adviser in any way or otherwise be
deemed its agent. The Portfolio Manager understands that unless expressly
provided herein or authorized from time to time by the Trust, the Portfolio
Manager shall have no authority to act for or represent the Trust in any way or
otherwise be deemed the Trust's agent.
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8. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Portfolio Manager hereby agrees that all records which
it maintains for the Portfolios are the property of the Trust and further
agrees to surrender promptly to the Trust any of such records upon the Trust's
or the Adviser's request, although the Portfolio Manager may, at its own
expense, make and retain a copy of such records. The Portfolio Manager further
agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act
the records required to be maintained by Rule 31a-1 under the 1940 Act and to
preserve the records required by Rule 204-2 under the Advisers Act for the
period specified in the Rule.
9. Cooperation. Each party to this Agreement agrees to cooperate with each
other party and with all appropriate governmental authorities having the
requisite jurisdiction (including, but not limited to, the SEC) in connection
with any investigation or inquiry relating to this Agreement or the Trust.
10. Services Not Exclusive. It is understood that the services of the
Portfolio Manager are not exclusive, and nothing in this Agreement shall
prevent the Portfolio Manager (or its affiliates) from providing similar
services to other clients, including investment companies (whether or not their
investment objectives and policies are similar to those of the Portfolios) or
from engaging in other activities.
11. Liability. Except as provided in Section 12 and as may otherwise be
required by the 1940 Act or the rules thereunder or other applicable law, the
Adviser agrees that the Portfolio Manager, any affiliated person of the
Portfolio Manager, and each person, if any, who, within the meaning of Section
15 of the Securities Act of 1933 (the "1933 Act") controls the Portfolio
Manager shall not be liable for, or subject to any damages, expenses, or losses
in connection with, any act or omission connected with or arising out of any
services rendered under this Agreement, except by reason of willful
misfeasance, bad faith, or gross negligence in the performance of the Portfolio
Manager's duties, or by reason of reckless disregard of the Portfolio Manager's
obligations and duties under this Agreement.
12. Indemnification. The Portfolio Manager agrees to indemnify and hold
harmless the Adviser, any affiliated person within the meaning of Section
2(a)(3) of the 1940 Act ("affiliated person") of the Adviser and each person,
if any, who, within the meaning of Section 15 of the 1933 Act, controls
("controlling person") the Adviser (collectively, "Adviser Indemnified
Persons") against any and all losses, claims, damages, liabilities or
litigation (including legal and other expenses), to which the Adviser or such
affiliated person or controlling person may become subject under the 1933 Act,
1940 Act, the Advisers Act, under any other statute, at common law or
otherwise, arising out of the Portfolio Manager's responsibilities to the Trust
which (i) may be based upon any misfeasance, malfeasance, or nonfeasance by the
Portfolio
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Manager, any of its employees or representatives, or any affiliate of or any
person acting on behalf of the Portfolio Manager (other than an Adviser
Indemnified Person), or (ii) may be based upon any untrue statement or alleged
untrue statement of a material fact contained in a registration statement or
prospectus covering the Shares of the Trust, the Portfolios or any Series, or
any amendment thereof or any supplement thereto, or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, if such a statement or
omission was made in reliance upon information furnished to the Adviser, the
Trust, or any affiliated person of the Trust by the Portfolio Manager or any
affiliated person of the Portfolio Manager (other than an Adviser Indemnified
Person); provided, however, that in no case is the Portfolio Manager's
indemnity in favor of the Adviser or any affiliated person or controlling
person of the Adviser deemed to protect such person against any liability to
which any such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of his duties,
or by reason of his reckless disregard of obligations and duties under this
Agreement.
The Adviser agrees to indemnify and hold harmless the Portfolio Manager, any
affiliated person within the meaning of Section 2(a)(3) of the 1940 Act of the
Portfolio Manager and each controlling person of the Portfolio Manager
(collectively, "Pacific Investment Management Company Indemnified Persons")
against any and all losses, claims, damages, liabilities or litigation
(including legal and other expenses) to which the Portfolio Manager or such
affiliated person or controlling person may become subject under the 1933 Act,
the 1940 Act, the Advisers Act, under any other statute, at common law or
otherwise, arising out of the Adviser's responsibilities as adviser of the
Trust which (i) may be based upon any misfeasance, malfeasance, or nonfeasance
by the Adviser, any of its employees or representatives or any affiliate of or
any person acting on behalf of the Adviser (other than a Pacific Investment
Management Company Indemnified Person) or (ii) may be based upon any untrue
statement or alleged untrue statement of a material fact contained in a
registration statement or prospectus covering Shares of the Trust, the
Portfolios or any Series, or any amendment thereof or any supplement thereto,
or the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statement therein not misleading,
unless such statement or omission was made in reliance upon written information
furnished to the Adviser or any affiliated person of the Adviser by the
Portfolio Manager or any affiliated person of the Portfolio Manager (other than
a Pacific Investment Management Company Indemnified Person); provided however,
that in no case is the indemnity of the Adviser in favor of the Portfolio
Manager, or any affiliated person or controlling person of the Portfolio
Manager deemed to protect such person against any liability to which any such
person would otherwise be subject by reason of willful misfeasance, bad faith,
or gross negligence in the performance of his duties, or by reason of his
reckless disregard of obligations and duties under this Agreement.
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13. Duration and Termination. This Agreement shall take effect as of the
date hereof. This Agreement shall remain in effect for two years from such date
and continue thereafter on an annual basis with respect to the Portfolios;
provided that such annual continuance is specifically approved at least
annually (a) by the vote of a majority of the Board of Trustees of the Trust or
(b) by the vote of a majority of the outstanding voting shares of the
Portfolios, and provided that continuance is also approved by the vote of a
majority of the Board of Trustees of the Trust who are not parties to this
Agreement or "interested persons" (as such term is defined in the 0000 Xxx) of
the Trust, the Adviser, or the Portfolio Manager, cast in person at a meeting
called for the purpose of voting on such approval. This Agreement may not be
materially amended without (1) a majority vote of the outstanding shares (as
defined in the 0000 Xxx) of the Portfolios, except to the extent permitted by
any exemption or exemptions that may be granted upon application made to the
SEC or by any applicable SEC rule, and (2) the prior written consent of the
Portfolio Manager and the Adviser. This Agreement may be terminated:
a. by the Trust at any time with respect to the services provided by the
Portfolio Manager, without the payment of any penalty, by vote of (1) a
majority of the Trustees of the Trust; (2) a majority of the Trustees of the
Trust who are not parties to this Agreement or "interested persons" (as such
term is defined in the 0000 Xxx) of the Trust, the Adviser or the Portfolio
Manager; or (3) a majority of the outstanding voting shares of the Portfolios,
on 60 days' written notice to the Portfolio Manager;
b. by the Portfolio Manager at any time, without the payment of any
penalty, upon 60 days' written notice to the Trust; or
c. by the Adviser at any time, without the payment of any penalty, upon
60 days' written notice to the Portfolio Manager.
However, any approval of this Agreement by the holders of a majority of the
outstanding shares (as defined in the 0000 Xxx) of a particular Portfolio shall
be effective to continue this Agreement with respect to such Portfolio
notwithstanding (a) that this Agreement has not been approved by the holders of
a majority of the outstanding shares of any other Portfolio or (b) that this
Agreement has not been approved by the vote of a majority of the outstanding
shares of the Trust, unless such approval shall be required by any other
applicable law or otherwise. This Agreement will terminate automatically with
respect to the services provided by the Portfolio Manager in event of its
assignment, as that term is defined in the 1940 Act, by the Portfolio Manager.
14. Agreement and Declaration of Trust. A copy of the Agreement and
Declaration of Trust for the Trust is on file with the Secretary of the
Commonwealth of
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Massachusetts. The Agreement and Declaration of Trust has been executed on
behalf of the Trust by a Trustee of the Trust in his capacity as Trustee of the
Trust and not individually. The obligations of this Agreement shall be binding
upon the assets and property of the Trust and shall not be binding upon any
Trustee, officer, or shareholder of the Trust individually.
15. Miscellaneous.
a. This Agreement shall be governed by the laws of Massachusetts,
provided that nothing herein shall be construed in a manner inconsistent with
the 1940 Act, the Advisers Act or rules or orders of the SEC thereunder.
b. The captions of this Agreement are included for convenience only and
in no way define or limit any of the provisions hereof or otherwise affect
their construction or effect.
c. 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, and to this extent, the provisions of this
Agreement shall be deemed to be severable. To the extent that any provision of
this Agreement shall be held or made invalid by a court decision, statute, rule
or otherwise with regard to any party hereunder, such provisions with respect
to other parties hereto shall not be affected thereby.
d. The parties hereto acknowledge and agree that the Trust is an express
third party beneficiary to this Agreement. Except as provided in the preceding
sentence, the parties agree that this Agreement is not intended to benefit, or
create any right or cause of action in or on behalf of, any other person or
entity.
e. With respect to any actions brought by the Adviser or the Trust
against the Portfolio Manager, the Portfolio Manager: (i) consents to the
subject matter and in personam jurisdiction and venue in the United States
District Court for the District of Massachusetts; (ii) waives the right to
contest the subject matter and in personam jurisdiction and venue in the United
States District Court for the District of Massachusetts on any ground; and
(iii) agrees that service of process upon it can be made either in person or by
certified or registered mail, return receipt requested,
_________________________, or any other address designated by the Adviser as
the address to which notices pursuant to this Agreement should be sent. The
Portfolio Manager agrees that service to such address shall be deemed to
constitute sufficient service of process under both the federal and state rules
of civil procedure wherever the case is filed. In the event it is determined
that the United States District Court for the District of Massachusetts should
lack subject matter jurisdiction for any reason, the
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Portfolio Manager consents to the subject matter and in personam jurisdiction
and venue in a Massachusetts State court of competent jurisdiction in Suffolk
County.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
PIMCO ADVISORS L.P.
_______________________________ By:___________________________
Attest: Title:
Title:
PACIFIC INVESTMENT MANAGEMENT
COMPANY
________________________________ By:____________________________
Attest: Title:
Title:
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