Exhibit 5(e)
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
THIS INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT is made as of this
25th day of October, 1995, between FIRST FUNDS, a business trust organized
under the laws of the Commonwealth of Massachusetts (the "Trust"), on behalf
of its Tennessee Tax-Free Portfolio, (the "Portfolio") and FIRST TENNESSEE
BANK NATIONAL ASSOCIATION, a national banking association (the "Investment
Adviser").
WHEREAS, the Trust has been organized to operate as an investment
company registered under the Investment Company Act of 1940 (the 111940 Act")
with multiple series of shares ( hereinafter referred to as Classes) having
varying preferences, limitations and relative rights, and to invest and
reinvest the assets of the Portfolio in securities pursuant to investment
objectives and policies for the Portfolio;
WHEREAS, the Portfolio desires to avail itself of the services,
information, advice, assistance and facilities of an investment adviser and
to have an investment adviser provide or perform for it various investment
advisory, statistical, research, portfolio investment adviser selection and
other services as set forth more fully herein;
NOW, THEREFORE, Trust, on behalf of the Portfolio, and Investment
Adviser agree as follows:
1. EMPLOYMENT OF THE INVESTMENT ADVISER. The Trust hereby employs the
Investment Adviser to provide investment advice and to manage the investment
and reinvestment of the Portfolio I s assets in the manner set forth in
Section 2A of this Agreement, subject to the direction of the Trustees, for
the period, in the manner, and on the terms hereinafter set forth. The
Investment Adviser hereby accepts such employment and agrees during such
period to render the services and to assume the obligations herein set forth.
The investment Adviser shall for all purposes herein be deemed to be an
independent contractor and shall, except as expressly provided or authorized
(whether herein or otherwise), have no authority to act for represent the
Trust in any way or otherwise be deemed an agent of the Trust.
2. OBLIGATION OF AND SERVICES TO BE PROVIDED BY THE INVESTMENT ADVISER.
The Investment Adviser undertakes to provide the services hereinafter set
forth and to assume the following obligations:
A. Investment Advisory Services.
(a) The Investment Adviser shall have overall responsibility for the
day-to-day management and investment of the Portfolio's assets and
securities portfolio subject to and in accordance with the
investment objectives and policies of the Portfolio, and any
directions which the Trustees and officers of the Trust may issue
to the Investment Adviser from time to time, and shall perform the
following services: provide or cause to be provided investment
research and credit analysis concerning the Portfolio's
investments, (ii) conduct or cause to be conducted a continual
program of investment of the Portfolio's assets, (iii) place or
cause to be placed orders for all purchases and sales of the
investments made for the Portfolio, and (iv) maintain or cause
to be maintained the books and records required in connection
with its duties hereunder.
(b) The Investment Adviser shall advise the Trustees of the Trust
regarding overall investment programs and strategies for the
Portfolio, revision of such programs as necessary, and shall
monitor and report periodically to the Trustees concerning the
implementation of such programs and strategies.
(c) The Investment Adviser, with the prior approval of the Trustees
(and the shareholders to the extent required by applicable law)
as to particular appointments, shall be permitted to (i) engage
one or more persons or companies ("Sub-Advisers"), which may have
full investment discretion to make all determinations with
respect to the investment and reinvestment of all or any portion
of the Portfolio's assets and the purchase and sale of all or any
portion of the Portfolio securities, subject to the terms and
conditions of this Agreement and the written agreement with any
Sub-Adviser; and (ii) take such steps as may be necessary to
implement such appointment.
(d) The Investment Adviser shall be solely responsible for paying
the fees and expenses of any Sub-Adviser for its services to the
Investment Adviser and the Portfolio. Except for instructions or
advice given to the Sub-Adviser by the Investment Adviser, the
Investment Adviser shall not be responsible or liable for the
investment merits of any decision by the Sub-Adviser to purchase,
hold or sell a security for the Portfolio.
(e) In the event one or more Sub-Advisers is appointed pursuant to
subparagraph (c) hereof, the Investment Adviser shall (i) monitor
and evaluate the investment performance of each Sub-Adviser
employed by the Investment Adviser for the Portfolio; (ii)
allocate the portion of the Portfolio's assets to be managed by
each Sub-Adviser; (iii) recommend changes in or additional
Sub-Advisers when appropriate; and (iv) compensate each Sub-
Adviser.
(f) The Investment Adviser shall render such reports to the Trustees,
at regular meetings thereof, as the Trustees may reasonably
request regarding, among other things, the investment performance
of the Portfolio, including, if any Sub-Adviser has been
appointed, the investment performance of each Sub-Adviser.
(g) The Investment Adviser will monitor and coordinate, to the extent
necessary, the activities of the custodian, transfer agent,
distributor, administrator and pricing agent insofar as their
respective activities relate to the duties and obligations of the
Investment Adviser hereunder.
B. Provision of Information Necessary for Preparation of Securities
Registration Statements, Amendments and Other Materials.
The Investment Adviser will make available and provide such financial,
accounting and statistical information related to its duties and
responsibilities hereunder as required by the Trustees and necessary
for the preparation of registration statement, reports and other
documents required by federal and state securities laws and such
other information as the Trustees may reasonably request for use by
the Trust and its distributor for the underwriting and distribution
of the Portfolio's shares.
C. Other Obligations and Services.
The Investment Adviser agrees to make available its officers and
employees to the Trustees and officers of the Trust for consultation and
discussions regarding the investment advisory activities of the Portfolio.
3. COVENANTS BY INVESTMENT ADVISER. The Investment Adviser agrees with
respect to the services provided to the Portfolio that it:
(a) will conform with all applicable rules and regulations
of the Securities and Exchange Commission ("SEC") and will in
addition conduct its activities under this Agreement in
accordance with applicable regulations of the Office of the
Comptroller of the Currency pertaining to the investment
advisory activities of national banks which are applicable
to the Investment Adviser;
(b) will not make loans to any person for the purpose of
purchasing or carrying Portfolio shares, or make loans to
the Trust;
(c) will not purchase shares of the Portfolio for its own
investment account;
(d) will maintain all books and records with respect to the
securities transactions of the Portfolio and furnish the
Trustees such periodic and special reports as the Trustees
may request with respect to the Portfolio;
(e) will treat confidentially and as proprietary information
of the Trust all records and other information relative to
the Trust and the Portfolio and prior, present or potential
shareholders (other than any information which Investment
Adviser may have obtained about shareholders from other
business relationships with such shareholders), and will
not use such records and information for any purpose other
than performance of its responsibilities and duties
hereunder (except after prior notification to and approval
in writing by the Trust, which approval shall not be
unreasonably withheld and may not be withheld and will be
deemed granted where the Investment Adviser may be exposed
to civil or criminal contempt proceedings for failure to
comply, when requested to divulge such information by duly
constituted authorities, when so requested by the Trust or
when otherwise required or permitted by law); and
(f) will immediately notify the Trust of the occurrence of
any event which would disqualify Investment Adviser or any
Sub-Adviser from serving as investment adviser of an
investment company.
4. TRANSACTION PROCEDURES. All investment transactions on behalf of the
Portfolio will be compensated by payment to or delivery by the custodian for the
Portfolio duly appointed by the Trustees of the Trust (the "Custodian"), or such
approved depositories or agents duly appointed by the Trustees and as may be
designated by the Custodian in writing, as custodian for the Portfolio, of all
cash and/or securities due to or from the Portfolio, and neither Investment
Adviser nor any Sub-Adviser shall have possession or custody thereof or any
responsibility or liability with respect thereto. The Investment
Adviser or any Sub-Adviser effecting transactions on behalf of the Portfolio
shall advise the Custodian of all investment orders for the Portfolio placed
by it with brokers, dealers, banks and other parties ("Brokers"). The
Trustees shall issue, or cause to be issued, to the Custodian such
instructions as may be appropriate in connection with the settlement of any
transaction initiated by the Investment Adviser or any Sub-Adviser. The
Portfolio shall be responsible for all custodial arrangements and the payment
of all custodial charges and fees, and, upon the giving of proper
instructions to the Custodian, Investment Adviser shall have no
responsibility or liability with respect to custodian arrangements or the
acts, omissions or other conduct of the Custodian, except that it shall be
the responsibility of the Investment Adviser or any Sub-Adviser to take
appropriate action if the Custodian fails properly to confirm execution of
the instructions to the Investment Adviser or any Sub-Adviser in a written
form duly agreed upon by the Custodian and the Investment Adviser or any
Sub-Adviser.
5. EXECUTION AND ALLOCATION OF PORTFOLIO BROKERAGE. The Investment
Adviser shall place, or shall cause each Sub-Adviser to place, subject to the
limitations contained in this paragraph 5, on behalf of the Portfolio, orders
for the execution of the Portfolio's securities transactions. Neither the
Investment Adviser nor any Sub-Adviser is authorized by the Trust to take any
action, including the purchase or sale of securities for the account of the
Portfolio, (a) in contravention of (i) any investment restrictions set forth
in the 1940 Act and the rules thereunder; (ii) specific instructions adopted
by the Trustees and communicated to the Investment Adviser; (iii) the
investment objectives, policies and restrictions of the Portfolio as set
forth in the Trust's current registration statement, as amended from time to
time; or (iv) instructions from the Trustees to the Investment Adviser or
from the Investment Adviser to any Sub-Adviser, or (b) which would have the
effect of causing the Trust to f ail to qualify or to cease to qualify as a
regulated investment company under the Internal Revenue Code of 1986, as
amended, or any succeeding statute.
The Investment Adviser or, if any Sub-Adviser shall be appointed, then
the Sub-Adviser, may place orders pursuant to its investment determinations f
or the Portfolio either directly with the issuer or with any Brokers. In
placing orders with any Broker, the Investment Adviser or any Sub-Adviser
will consider the experience and skill of a Broker's securities traders as
well as the Broker's financial responsibility and administrative efficiency.
The Investment Adviser or any Sub-Adviser will attempt to obtain the best
price and the most favorable execution of its orders with any Brokers;
however, in so doing, the Investment Adviser or any Sub-Adviser may consider,
subject to the approval of the Trustees, the research, statistical, and
related brokerage services provided or to be provided by such Broker to the
Portfolio. A commission paid to such Brokers may be higher than that which
another Broker would have charged for effecting the same transaction,
provided that the Investment Adviser or any Sub-Adviser determines in good
faith that such commission is reasonable in relation to the value of the
brokerage and research services provided by such Broker when viewed in terms
of either the particular transaction or the overall responsibilities of the
Investment Adviser or any Sub-Adviser with respect to the accounts as to
which it exercises investment discretion. It is understood that neither the
Investment Adviser nor any Sub-Adviser has adopted a formula for selection of
Brokers for the execution of the Portfolio's investment transactions on
occasions when either the Investment Adviser or any Sub-Adviser deems the
purchase or sale of a security to be in the best interest of the Portfolio as
well as other clients, the Investment Adviser or Sub-Adviser, to the extent
permitted by applicable laws and regulations, may, but shall be under no
obligation to, aggregate the securities to be sold or purchased in order to
obtain the most favorable price or lower brokerage commissions and efficient
execution. In such event, allocation of the securities so purchased or sold,
as well as expenses incurred in the transaction, will be made by the
Investment Adviser or Sub-Advisor in the manner it considers to be the most
equitable and consistent with its fiduciary obligations to the Portfolio and
to such other clients.
The Investment Adviser will not, and will cause each Sub-Adviser not to,
execute any Portfolio transactions for the account of the Portfolio with a
Broker which is an "affiliated person" (as defined in the 0000 Xxx) of the
Trust, the Trust's distributor, the Investment Adviser or any Sub-Adviser
except in accordance with applicable laws, rules, regulations or effective
exemption orders issued by the SEC pursuant to the 1940 Act without the prior
written approval of the Trustees. The Trust agrees to provide the Investment
Adviser, and the Investment Adviser agrees to furnish to each Sub-Adviser, a
list of brokers and dealers which are "affiliated persons" of the Trust. The
Investment Adviser likewise agrees to furnish, and to cause each Sub-Adviser
to furnish, to the Trust, with respect to such Sub-Adviser, a list of Brokers
which are "affiliated persons" of the Investment Adviser and each
Sub-Adviser. In no instance will Portfolio securities be purchased from
or sold to the Trust's principal distributor, Investment Adviser, any
Sub-Adviser or any affiliate thereof, except to the extent permitted by an
exemption order issued by the SEC or by applicable law.
The Investment Adviser shall render regular reports to the Trustees of
the total brokerage business placed by it and any Sub-Adviser(s) and the
manner in which the allocation of such brokerage has been accomplished.
6. EXPENSES OF THE PORTFOLIO. The Portfolio or Trust will pay, or will
enter into arrangements that require third parties to pay, all expenses other
than those expressly assumed by the Investment Adviser herein, which expenses
payable by the Portfolio or Trust shall include:
(a) Expenses of all audits by independent public accountants;
(b) Expenses of transfer agent, registrar, dividend disbursing
agent and shareholder recordkeeping services;
(c) Expenses of custodial services including recordkeeping
services provided by the custodian;
(d) Expenses of obtaining quotations for calculating the value
of the Portfolio's net assets;
(e) Salaries and other compensation of any of its executive
officers or employees, if any, who are not officers,
directors, stockholders or employees of the Investment
Adviser, the Administrator or the Distributor;
(f) Taxes levied against the Portfolio;
(g) Brokerage fees and commissions in connection with the
purchase and sale of portfolio securities for the Portfolio;
(h) Costs, including the interest expense, of borrowing money;
(i) Costs and/or fees incident to Trustees and shareholder
meetings of the Trust and the Portfolio, the preparation
and mailings of prospectuses and reports of the Portfolio
to its existing shareholders, the filing of reports with
regulatory bodies, the maintenance of the Portfolio's
legal existence, and the registration of shares with
federal and state securities authorities;
(j) Legal fees, including the legal fees related to the
registration and continued qualification of the Portfolio's
shares for sale;
(k) Costs of printing any share certificates representing
shares of the Portfolio;
(l) Fees and expenses of Trustees who are not affiliated persons,
as defined in the 1940 Act, of the Investment Adviser, any
Sub-Adviser, the Distributor or any of their affiliates; and
(m) Its pro rata portion of the fidelity bond required by Section
17(g) of the 1940 Act, or of other insurance premiums.
7. ACTIVITIES AND AFFILIATES OF THE INVESTMENT ADVISER. The Trustees
acknowledge that Investment Adviser or any Sub-Adviser, or one or more of its
affiliates, may have investment responsibilities or render investment advice
to or perform other investment advisory services for other individuals or
entities and that Investment Adviser or any Sub-Adviser, its affiliates or
any of its or their directors, officers, agents or employees may buy, sell or
trade in any securities for its or their respective accounts (such
individuals, entities and accounts hereinafter referred to as Affiliated
Accounts). Subject to the provisions of paragraph 2 hereof, the Trustees
agree that Investment Adviser or its affiliates and any Sub-Adviser(s) or its
affiliates, may give advice or exercise investment responsibility and take
such other action with respect to other Affiliated Accounts which may differ
from the advice given or the timing or nature of action taken with respect to
the Portfolio, provided that Investment Adviser or Sub-Adviser acts in good
faith and in accordance with applicable law or as permitted by an exemption
order issued by the SEC, and provided further, that it is Investment
Adviser's and Sub-Adviser's policy to allocate within its reasonable
discretion, investment opportunities to the Portfolio over a period of time
on a fair and equitable basis relative to the Affiliated Accounts, taking
into account the investment objectives and policies of the Portfolio and any
specific investment restrictions applicable thereto. The Trust acknowledges
that one or more of the Affiliated Accounts may at any time hold, acquire,
increase, decrease, dispose of or otherwise deal with positions in
investments in which the Portfolio may have an interest from time to time,
whether in transactions which involve the Portfolio or otherwise. Neither the
Investment Adviser nor any Sub-Adviser shall have any obligation to acquire
for the Portfolio a position in any investment which any Affiliated Account
may acquire, and the Portfolio shall have no first refusal, coinvestment or
other rights in respect of any investment, either for the Portfolio or
otherwise.
8. COMPENSATION OF THE INVESTMENT ADVISER. (a) For all services
provided to the Portfolio pursuant to this Agreement, the Trust shall pay the
Investment Adviser, and the Investment Adviser agrees to accept as full
compensation therefor, an investment advisory fee, payable as soon as
practicable after the last day of each month, calculated using an annual rate
of .50% (the "Annual Rate"). The monthly investment advisory fee to be paid
by the Trust to the Investment Adviser shall be determined as of the close of
business on the last business day of each month by multiplying one-twelfth of
the Annual Rate by the Average Portfolio Net Assets (hereinafter defined),
calculated monthly as of such day.
(b) For purposes of this paragraph 8, the "Average Portfolio Net Assets"
shall be calculated monthly as of the last business day of each month and shall
mean the sum of the net assets of the Portfolio calculated each business day
during the month divided by the number of business days in the month (such net
assets to be determined as of the close of business each business day and
computed in the manner set forth in the Declaration of Trust of the Trust) .
(c) The Investment Adviser agrees that its compensation for any fiscal
year shall be reduced by the amount, if any, by which the expenses of the
Portfolio for such fiscal year exceed the most
restrictive state Blue Sky expense limitation in effect from time to time, to
the extent required by such limitation. The Investment Adviser shall refund
to the Portfolio the amount of any reduction of the Investment Adviser's
compensation pursuant to this paragraph 8, reduced by the amount of any
rebate paid directly to the Portfolio by any Sub-Adviser engaged by
Investment Adviser, as promptly as practicable after the end of such fiscal
year, provided that the Investment Adviser will not be required to pay the
Portfolio an amount greater than the fee paid to the Investment Adviser in
respect of such year pursuant to this Agreement. As used in this paragraph
8, "expenses" shall mean those expenses included in the most restrictive
state Blue Sky limitation, having the broadest specification in such state's
Blue Sky statute, and "expense limitation" means a limit on the maximum
annual expenses which may be incurred by an investment company determined by
multiplying a fixed percentage by the average, or by multiplying more than
one such percentage by different specified amounts of the average, of the
values of an investment company's net assets for a fiscal year. The words
"most restrictive state Blue Sky expense limitation" shall be construed to
result in the largest reduction of the Investment Adviser I s compensation f
or any fiscal year of the Portfolio; provided, however, that nothing in this
Agreement shall require the Investment Adviser to reduce its fees if not
required by an applicable statute or regulation referred to above in this
paragraph 8.
9 . PROXIES. The Trustees Will vote all proxies solicited by or with
respect to the issuers of securities in which assets of the Portfolio may be
invested from time to time, unless the Trustees delegate such right to the
Investment Adviser.
10. LIABILITIES OF THE INVESTMENT ADVISER.
(a) The Investment Adviser will not be liable for any error or
judgment or mistake of law or for any 10SB Buffered by the
Portfolio or the Trust in connection with the matters to
which this Agreement relates, except that the Investment
Adviser shall be liable to the Portfolio and the Trust for
a loss resulting from a breach of fiduciary duty with respect
to the receipt of compensation for services or a loss
resulting from willful misfeasance, bad faith or gross
negligence on the part of the Investment Adviser in the
performance of duties or reckless disregard by it of its
obligations or duties under this Agreement.
(b) The Investment Adviser shall indemnify and hold harmless the
Portfolio from any loss, cost, expense or damage resulting
from the failure of any Sub-Adviser to comply with (i) any
statement included in the Trust's registration statement
furnished by Investment Adviser for inclusion therein,
or (ii) instructions given by the Investment Adviser to
any Sub-Adviser for the purpose of ensuring the Portfolio's
compliance with the applicable requirements of the 1940 Act
or of the requirements of the Internal Revenue Code of 1986
applicable to regulated investment companies, or of successor
statutes; provided, however, that the indemnification
provided by this subparagraph 10(b) shall apply only to the
extent that the Sub-Adviser is liable to the Trust and,
after demand by the Trust, is unable or refuses to
discharge its obligation to the Portfolio.
(c) No provision of this Agreement shall be construed to protect
any Trustee or officer of the Trust, or the Investment Adviser,
from liability in violation of Sections 17(h) and (i) of the
1940 Act.
11. RENEWAL, AMENDMENT AND TERMINATION.
(a) This Agreement shall become effective on the date first
written above and shall remain in force for a period of
two (2) years from such date and from year to year
thereafter but only so long as such continuance is
specifically approved at least annually (i) by the
vote of a majority of the Trustees who are not interested
persons of the Portfolio or the Investment Adviser,
cast in person at a meeting called for the purpose of
voting on such approval and by a vote of the Board of
Trustees or (ii) by the vote of a majority of the
outstanding voting securities of the Portfolio. The
aforesaid provision that this Agreement may be continued
"annually" shall be construed in a manner consistent
with the 1940 Act and the rules and regulations thereunder.
(b) This Agreement may be amended at any time, but only by
written agreement between the Trust and the Investment
Adviser, which amendment is subject to the approval of
the Trustees and the shareholders of the Trust in the
manner required by the 1940 Act, subject to any applicable
exemption order of the SEC modifying the provisions of
the 1940 Act with respect to approval of amendments to
this Agreement.
(c) This Agreement:
(i) may at any time be terminated without the payment
of any penalty either by vote of the Trustees or
by vote of a majority of the outstanding voting
securities of the Portfolio, on sixty (60) days'
written notice to the Investment Adviser;
(ii) shall immediately terminate in the event of its
assignment; and
(iii) may be terminated by the Investment Adviser on
sixty (60) days' written notice to the Trust.
(d) As used in this Section 11, the terms "assignment",
"interested person" and "vote of a majority of the
outstanding voting securities" shall have the meanings
set forth in the 1940 Act and the rules and regulations
thereunder, subject to any applicable orders of
exemption issued by the SEC.
12. BOOKS AND RECORDS. (a) The Trustees shall provide to the Investment
Adviser copies of the Trust I s most recent prospectus and statement of
additional information (as each may be amended or supplemented from time to
time) which relate to any class of shares representing interests in the
Portfolio.
(b) In compliance with the requirements of Rule 3la-3 of the rules
promulgated under the 1940 Act ("Rules"), the Investment Adviser hereby agrees
that all records which it maintains for the Trust are the property of the Trust
and further agrees to surrender promptly to the Trust any such records upon the
Trust's request. The Investment Adviser further agrees to preserve for the
periods prescribed by Rule 3la-2, the records required to be maintained by the
Investment Adviser hereunder pursuant to Rule 3la-1 of the
Rules.
13. NOTICES. All notices, requests, demands or other communications
hereunder shall be in writing and shall be deemed given, if delivered
personally, on the day delivered or if mailed, by certified or registered mail,
postage prepaid, return receipt requested, three (3) days after placement in the
United States mail, to the addresses below:
If to Trust: First Funds
c/o Xxxxx X. Xxxxx
ALPS Mutual Fund Services, Inc.
Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
With a copy to: Xxxxxx X. Xxxxxxxxxxxxx, Esq.
Baker, Donelson, Bearman, Caldwell, P.C.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
If to Investment Adviser: First Tennessee Bank National Association
c/o C. Xxxxxxx Xxxxx, III
Senior Vice President and Manager
0000 Xxxxxx Xxxxxx, Xxxxx Xxxxx
Xxxxxxx, XX 00000
With a copy to: Xxx Xxxxx, Esq.
Martin, Tate, Xxxxxx & Xxxxxxx, P.C.
00 X. Xxxxx Xxxxxx, xxxx Xxxxx
Xxxxxxx, XX 00000
14. SEVERABILITY. 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.
15. LIMITATION ON LIABILITY. Investment Adviser is hereby expressly put
on notice of the limitation of shareholder liability as set forth in the
Declaration of Trust and agrees that obligations assumed by the Portfolio
pursuant to this Agreement shall be limited in all cases to the Portfolio and
its assets. Investment Adviser agrees that it shall not seek satisfaction of
any such obligation from the shareholders or any individual shareholder of the
Portfolio, nor from the Trustees or any individual Trustee of the Portfolio.
16. GOVERNING LAW. To the extent that state law has not been preempted by
the provisions of any law of the United States heretofore or hereafter enacted,
as the same may be amended from time to time, this Agreement shall be
administered, construed and enforced according to the laws of the State of
Tennessee without giving effect to the choice of laws provisions thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed, as of the day and year first written above.
FIRST FUNDS
By:
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Xxxxxxx X. Xxxxxxx, President
FIRST TENNESSEE BANK NATIONAL ASSOCIATION
By:
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C. Xxxxxxx Xxxxx, III, Senior Vice President
and Manager
