INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INVESTMENTS TRUST
AGREEMENT made this 24th day of January, 2003 between SEI Investments
Management Corporation (the "Adviser") and Xxxxxxx Xxxxx Asset Management, a
business unit of the Investment Management Division of Xxxxxxx, Sachs & Co., a
New York limited partnership organized under the laws of the State of New York
(the "Sub-Adviser").
WHEREAS, SEI Institutional Investments Trust, a Massachusetts business
trust (the "Trust"), is registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated June 14, 1996 (the "Advisory Agreement") with the Trust, pursuant to which
the Adviser acts as investment adviser to a portion of each series of the Trust
(the "GSAM Portion") set forth on Schedule A attached hereto (each a "Fund," and
collectively, the "Funds"), as such Schedule may be amended by mutual agreement
of the parties hereto; and
WHEREAS, the Sub-Adviser acknowledges the Fund may have one or more
other sub-advisers and that the Adviser shall from time to time determine the
portion of a Fund's assets to be managed by the Sub-Adviser. With respect to a
Fund, the Sub-Adviser shall be responsible only for the GSAM Portion and the
Sub-Adviser shall have no responsibility for any other portion(s) or segment(s)
of a Fund.
WHEREAS, the Adviser, with the approval of the Trust, desires to retain
the Sub-Adviser to provide investment advisory services to the Adviser in
connection with the management of each Fund, and the Sub-Adviser is willing to
render such investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows:
1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and
the Trust's Board of Trustees, the Sub-Adviser shall manage all of the
securities and other assets of each Fund entrusted to it hereunder (the
"Assets"), including the purchase, retention and disposition of the
Assets, in accordance with each Fund's investment objectives, policies
and restrictions as stated in each Fund's prospectus and statement of
additional information, as currently in effect and as amended or
supplemented from time to time (referred to collectively as the
"Prospectus"), and subject to the following:
(a) The Sub-Adviser shall, in consultation with and subject to the
direction of the Adviser, determine from time to time what Assets will
be purchased, retained or sold by each Fund, and what portion of the
Assets will be invested or held uninvested in cash.
(b) In the performance of its duties and obligations under this Agreement,
the Sub-Adviser shall act in conformity with the Trust's Declaration of
Trust (as defined herein) and the Prospectus and with the instructions
and directions of the Adviser and of the Board of Trustees of the Trust
and will conform to and comply with the requirements of the 1940 Act,
the Internal Revenue Code of 1986 (the "Code"), and all other
applicable federal and state laws and regulations, as each is amended
from time to time.
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(c) The Sub-Adviser shall determine the Assets to be purchased or sold by
each Fund as provided in subparagraph (a) and will place orders with or
through such persons, brokers or dealers (including futures commission
merchants ("FCM")) to carry out the policy with respect to brokerage
set forth in the Funds' Registration Statement (as defined herein),
Prospectus, policies and procedures adopted by the Board of Trustees or
as the Adviser may direct from time to time, in conformity with all
federal securities laws. The Sub-Adviser shall not be held responsible
for any obligation or cost which results from entering into a
transaction with any affiliated entity (other than affiliates of the
Sub-Adviser) not identified to the Sub-Adviser by the Adviser.
In executing Fund transactions and selecting brokers or dealers, the
Sub-Adviser will use its best efforts to seek on behalf of each Fund
the best overall terms available. In assessing the best overall terms
available for any transaction, the Sub-Adviser shall consider all
factors that it deems relevant, including the breadth of the market in
the security, the price of the security, the financial condition and
execution capability of the broker or dealer, and the reasonableness of
the commission, if any, both for the specific transaction and on a
continuing basis. In evaluating the best overall terms available, and
in selecting the broker-dealer to execute a particular transaction, the
Sub-Adviser may also consider the brokerage and research services
provided (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934 (the "Exchange Act")). Consistent with any
guidelines established by the Board of Trustees of the Trust, a written
copy of which shall be provided to Sub-Adviser, and Section 28(e) of
the Exchange Act, the Sub-Adviser is authorized to pay to a broker or
dealer who provides such brokerage and research services a commission
for executing a portfolio transaction for each Fund which is in excess
of the amount of commission another broker or dealer would have charged
for effecting that transaction if, but only if, the Sub-Adviser
determines in good faith that such commission was reasonable in
relation to the value of the brokerage and research services provided
by such broker or dealer -- viewed in terms of that particular
transaction or in terms of the overall responsibilities of the
Sub-Adviser to its discretionary clients, including the Funds. In
addition, the Sub-Adviser is authorized to allocate purchase and sale
orders for securities to brokers or dealers (including brokers and
dealers and FCMs that are affiliated with the Adviser, Sub-Adviser or
the Trust's principal underwriter) and to take into account the sale of
shares of the Trust if the Sub-Adviser believes that the quality of the
transaction and the commission are comparable to what they would be
with other qualified firms. In no instance, however, will the Funds'
Assets be purchased from or sold to the Adviser, Sub-Adviser, the
Trust's principal underwriter, or any affiliated person of either the
Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as
principal in the transaction, except to the extent permitted by the
Securities and Exchange Commission ("SEC") and the 1940 Act. Without
limiting the foregoing, the Sub-Adviser may engage in agency
transactions with any of its affiliated broker-dealers, subject to best
execution, in accordance with Section 11(a) of the Securities Exchange
Act of 1934 and Rule 11a2-2(T) thereunder, Section 17(e) of the Act and
Rule 17e-1 thereunder and other applicable laws and regulations.
The Adviser hereby agrees and consents that the Sub-Adviser and its
affiliates are authorized to execute agency cross transactions
(collectively "Cross transactions") for a Fund provided such
transactions comply with the Rule 206(3)-2 under the Investment
Advisers Act of 1940 ("Advisers Act"), Rule 17e-1 under the 1940 Act
and any other
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applicable laws or regulations. Cross transactions are transactions
which may be effected by the Sub-Adviser or its affiliates acting as
broker for both a Fund and the counterparty to the transaction. Cross
transactions enable the Sub-Adviser to purchase or sell a block of
securities for an account at a set price and possibly avoid an
unfavorable price movement that may be created through entrance into
the market with such purchase or sell order. However, the Adviser
should note that the Sub-Adviser has a potentially conflicting division
of loyalties and responsibilities regarding both parties to Cross
transactions and that the Sub-Adviser, or any of its affiliates, if
acting as broker, may receive commissions from both parties to such
transactions. The Sub-Adviser acknowledges that it is prohibited from
recommending any Cross transaction to clients on both sides of the
transaction and understands that its authority as the Sub-Adviser to
execute Cross transactions for the Account is terminable at will
without penalty, effective upon receipt by the Sub-Adviser of written
notice from a Fund, and that the failure to terminate such
authorization will result in its continuation.
In connection with any Cross transactions, the Sub-Adviser will provide
the Adviser with a written confirmation of the transaction that
includes the information required by Rule 206(3)-2(a)(2) of the
Advisers Act. In addition, quarterly, the Sub-Adviser will provide a
Fund with a written disclosure statement that includes the information
required by Rule 206(3)-2(a)(3) and other reports or information that a
Fund or Adviser may reasonably request, including information
equivalent to that required for transactions executed in reliance on
Rule 17e-1.
(d) The Sub-Adviser shall maintain all books and records with respect to
transactions involving the Assets required by subparagraphs (b)(5),
(6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the
1940 Act. The Sub-Adviser shall provide to the Adviser or the Board of
Trustees such periodic and special reports, balance sheets or financial
information, and such other information with regard to its affairs as
the Adviser or Board of Trustees may reasonably request.
The Sub-Adviser shall keep the books and records relating to the Assets
required to be maintained by the Sub-Adviser under this Agreement and
shall timely furnish to the Adviser all information relating to the
Sub-Adviser's services under this Agreement needed by the Adviser to
keep the other books and records of each Fund required by Rule 31a-1
under the 1940 Act. The Sub-Adviser shall also furnish to the Adviser
any other information relating to the Assets that is required to be
filed by the Adviser or the Trust with the SEC or sent to shareholders
under the 1940 Act (including the rules adopted thereunder) or any
exemptive or other relief that the Adviser or the Trust obtains from
the SEC. The Sub-Adviser agrees that all records that it maintains on
behalf of a Fund are property of the Fund and the Sub-Adviser will
surrender promptly to a Fund any of such records upon the Fund's
request; provided, however, that the Sub-Adviser may retain a copy of
such records. In addition, for the duration of this Agreement, the
Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2
under the 1940 Act any such records as are required to be maintained by
it pursuant to this Agreement, and shall transfer said records to any
successor sub-adviser upon the termination of this Agreement (or, if
there is no successor sub-adviser, to the Adviser).
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(e) The Sub-Adviser shall provide the Funds' custodian on each business day
with information relating to all transactions concerning the Funds'
Assets and shall provide the Adviser with such information upon request
of the Adviser.
(f) The investment management services provided by the Sub-Adviser under
this Agreement are not to be deemed exclusive and the Sub-Adviser shall
be free to render similar services to others, as long as such services
do not impair the services rendered to the Adviser or the Trust.
(g) The Sub-Adviser shall promptly notify the Adviser of any financial
condition that is likely to impair the Sub-Adviser's ability to fulfill
its commitment under this Agreement.
(h) (i) Except under the circumstances set forth in subsection (ii),
the Sub-Adviser shall not be responsible for reviewing proxy
solicitation materials or voting and handling proxies in
relation to the securities held as Assets in a Fund. The
Sub-Adviser shall instruct the custodian and other parties
providing services to the Funds to promptly forward
misdirected proxies to the Adviser.
(ii) The Sub-Adviser hereby agrees that upon 60 days' written notice
from the Adviser, the Sub-Adviser shall assume the
responsibility for reviewing proxy solicitation materials or
voting and handling proxies in relation to the securities held
as Assets in a Fund. At this time, the Adviser shall instruct
the custodian and other parties providing services to the Funds
to promptly forward misdirected proxies to the Sub-Adviser.
Services to be furnished by the Sub-Adviser under this Agreement may be
furnished through the medium of any of the Sub-Adviser's control
affiliates, partners, officers or employees.
2. DUTIES OF THE ADVISER. The Adviser shall continue to have
responsibility for all services to be provided to the Funds pursuant to
the Advisory Agreement and shall oversee and review the Sub-Adviser's
performance of its duties under this Agreement; provided, however, that
in connection with its management of the Assets, nothing herein shall
be construed to relieve the Sub-Adviser of responsibility for
compliance with the Trust's Declaration of Trust (as defined herein),
the Prospectus, the instructions and directions of the Board of
Trustees of the Trust, the requirements of the 1940 Act, the Code, and
all other applicable federal and state laws and regulations, as each is
amended from time to time.
3. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser
represents, warrants and agrees that:
(a) The Adviser has been duly authorized by the Board of Trustees of the
Funds to delegate to the Sub-Adviser the provision of investment
services to the Funds as contemplated hereby.
(b) The Adviser is registered as an investment adviser under the Advisers
Act and will continue to be so registered for so long as this Agreement
remains in effect; (ii) is not
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prohibited by the 1940 Act or the Advisers Act from performing the
services contemplated by this Agreement; (iii) has met, and will
continue to meet for so long as this Agreement remains in effect, any
other applicable federal or state requirements, or the applicable
requirements of any regulatory or industry self-regulatory
organization, necessary in order to perform the services contemplated
by this Agreement; (iv) has the authority to enter into and perform the
services contemplated by this Agreement; and (v) will immediately
notify the other party to the Agreement of the occurrence of any event
that would disqualify it from serving as an investment adviser of any
investment company pursuant to Section 9(a) of the 1940 Act or
otherwise.
(c) The Adviser represents and warrants that the Trust (including the
Funds) is duly registered as an open-end investment company under the
1940 Act and shall promptly notify the Sub-Adviser if the Trust
(including the Funds) is no longer so registered or covered by an
applicable exemption from registration.
4. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE SUB-ADVISER. The
Sub-Adviser represents, warrants and agrees that:
(a) The Sub-Adviser is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as this
Agreement remains in effect; (ii) is not prohibited by the 1940 Act or
the Advisers Act from performing the services contemplated by this
Agreement; (iii) has met, and will continue to meet for so long as this
Agreement remains in effect, any other applicable federal or state
requirements, or the applicable requirements of any regulatory or
industry self-regulatory organization, necessary in order to perform
the services contemplated by this Agreement; (iv) has the authority to
enter into and perform the services contemplated by this Agreement; and
(v) will immediately notify the other party to the Agreement of the
occurrence of any event that would disqualify it from serving as an
investment adviser of any investment company pursuant to Section 9(a)
of the 1940 Act or otherwise.
(b) The Sub-Adviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act.
5. USE OF XXXXXXX XXXXX NAME. It is understood that the name "Xxxxxxx,
Sachs & Co." or "Xxxxxxx Xxxxx" or any derivative thereof, any
tradename, trademark, trade device, service xxxx, symbol or logo
associated with those name are the valuable property of the Sub-Adviser
and that the Adviser has the right to use such name (or derivative or
logo), in offering materials or promotional or sales-related materials
of the Funds, only with the prior written approval of the Sub-Adviser,
such approval not to be unreasonably withheld, and for so long as the
Sub-Adviser is Sub-Adviser of a Fund. Notwithstanding the foregoing,
the Sub-Adviser's approval is not required when (i) previously approved
materials are re-issued with minor modifications, (ii) the Adviser and
Sub-Adviser identify materials which they jointly determine do not
require the Sub-Adviser's approval and (iii) used as required to be
disclosed in the registration statement of the Funds. Upon termination
of this Agreement, a Fund and the Adviser shall forthwith cease to use
such name (or derivative or logo), although the Adviser may continue to
use such name (or
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derivative or logo) as permitted by other then current sub-advisory
agreements in which the Adviser and Sub-Adviser have executed.
6. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following
documents:
(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts (such Agreement
and Declaration of Trust, as in effect on the date of this Agreement
and as amended from time to time, herein called the "Declaration of
Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the
"By-Laws"); and
(c) Prospectus of each Fund.
7. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by the
Sub-Adviser pursuant to this Agreement, the Adviser will pay the
Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation
therefor, a sub-advisory fee at the rate specified in Schedule B which
is attached hereto and made part of this Agreement. The fee will be
calculated based on the average daily value of the Assets under the
Sub-Adviser's management and will be paid to the Sub-Adviser monthly.
Except as may otherwise be prohibited by law or regulation (including
any then current SEC staff interpretation), the Sub-Adviser may, in its
discretion and from time to time, waive a portion of its fee.
8. INDEMNIFICATION; LIMITATION OF LIABILITY. The Sub-Adviser shall
indemnify and hold harmless the Adviser from and against any and all
claims, losses, liabilities, damages or litigation (including
reasonable attorney's fees and other related expenses) incurred by the
Adviser caused by the willful misconduct, negligence, or material
breach of this Agreement by Sub-Adviser, provided, however, that the
Sub-Adviser's obligation under this Paragraph 8 shall be reduced to the
extent that the claim against, or the loss, liability, damage or
litigation experienced by the Adviser, is caused by or is otherwise
directly related to the Adviser's own willful misfeasance, bad faith or
negligence, or to the reckless disregard of its duties under this
Agreement.
The Adviser shall indemnify and hold harmless the Sub-Adviser from and
against any and all claims, losses, liabilities, damages or litigation
(including reasonable attorney's fees and other related expenses)
incurred by the Sub-Adviser caused by (i) the willful misconduct,
negligence, or material breach of this Agreement by the Adviser; and
(ii) any untrue statement or alleged untrue statement of a material
fact contained in the Prospectus covering shares of a Fund, all
marketing materials and advertising, 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 a
Fund or the Adviser by the Sub-Adviser, provided, however, that the
Adviser's obligation under this Paragraph 8 shall be reduced to the
extent that the claim against, or the loss, liability, damage or
litigation experienced by the Sub-Adviser, is caused by or is otherwise
directly related to the Sub-Adviser's
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own willful misfeasance, bad faith or negligence, or to the reckless
disregard of its duties under this Agreement.
Without limiting the foregoing, the Sub-Adviser shall have no liability
for any act or omission taken by the Adviser, another sub-adviser, or
any other third party, in respect of the non-GSAM Portion of a Fund.
9. DURATION AND TERMINATION. This Agreement shall become effective upon
approval by the Trust's Board of Trustees and its execution by the
parties hereto. Pursuant to the exemptive relief obtained in the SEC
Order dated April 29, 1996, Investment Company Act Release No. 21921,
approval of the Agreement by a majority of the outstanding voting
securities of a Fund is not required, and the Sub-Adviser acknowledges
that it and any other sub-adviser so selected and approved shall be
without the protection (if any) accorded by shareholder approval of an
investment adviser's receipt of compensation under Section 36(b) of the
1940 Act.
This Agreement shall continue in effect for a period of more than two
years from the date hereof only so long as continuance is specifically
approved at least annually in conformance with the 1940 Act; provided,
however, that this Agreement may be terminated with respect to a Fund
(a) by the Fund at any time, without the payment of any penalty, by the
vote of a majority of Trustees of the Trust or by the vote of a
majority of the outstanding voting securities of the Fund, (b) by the
Adviser at any time, without the payment of any penalty, on not more
than 60 days' nor less than 30 days' written notice to the Sub-Adviser,
or (c) by the Sub-Adviser at any time, without the payment of any
penalty, on 90 days' written notice to the Adviser. This Agreement
shall terminate automatically and immediately in the event of its
assignment, or in the event of a termination of the Advisory Agreement
with the Trust. As used in this Paragraph 6, the terms "assignment" and
"vote of a majority of the outstanding voting securities" shall have
the respective meanings set forth in the 1940 Act and the rules and
regulations thereunder, subject to such exceptions as may be granted by
the SEC under the 1940 Act.
10. GOVERNING LAW. This Agreement shall be governed by the internal laws of
the Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however, that nothing herein shall be construed
as being inconsistent with the 1940 Act.
11. SEVERABILITY. Should any part of this Agreement be held invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and
their respective successors.
12. NOTICE: Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by
registered, certified or overnight mail, postage prepaid addressed by
the party giving notice to the other party at the last address
furnished by the other party:
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To the Adviser at: SEI Investments Management Corporation
Xxx Xxxxxxx Xxxxxx Xxxx
Xxxx, XX 00000
Attention: Legal Department
To the Sub-Adviser at: Xxxxxxx Xxxxx Asset Management
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Office of the General Counsel
13. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject
matter. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but such counterparts
shall, together, constitute only one instrument.
In the event the terms of this Agreement are applicable to more than
one portfolio of the Trust (for purposes of this Paragraph 13, each a
"Fund"), the Adviser is entering into this Agreement with the
Sub-Adviser on behalf of the respective Funds severally and not
jointly, with the express intention that the provisions contained in
each numbered paragraph hereof shall be understood as applying
separately with respect to each Fund as if contained in separate
agreements between the Adviser and Sub-Adviser for each such Fund. In
the event that this Agreement is made applicable to any additional
Funds by way of a Schedule executed subsequent to the date first
indicated above, provisions of such Schedule shall be deemed to be
incorporated into this Agreement as it relates to such Fund so that,
for example, the execution date for purposes of Paragraph 9 of this
Agreement with respect to such Fund shall be the execution date of the
relevant Schedule.
14. MISCELLANEOUS.
(a) A copy of the Declaration of Trust is on file with the Secretary of
State of the Commonwealth of Massachusetts, and notice is hereby given
that the obligations of this instrument are not binding upon any of the
Trustees, officers or shareholders of a Fund or the Trust.
(b) Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order
of the SEC, whether of special or general application, such provision
shall be deemed to incorporate the effect of such rule, regulation or
order.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.
SEI INVESTMENTS MANAGEMENT CORPORATION XXXXXXX SACHS ASSET MANAGEMENT,
A BUSINESS UNIT OF THE INVESTMENT
MANAGEMENT DIVISION OF XXXXXXX,
SACHS & CO.
By: /s/Xxxx Xxxxxxxxx By: /s/Xxxxx XxXxxxxx
Name: Xxxx Xxxxxxxxx Name: Xxxxx XxXxxxxx
Title: Vice President Title: Managing Director
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SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
XXXXXXX XXXXX ASSET MANAGEMENT,
A BUSINESS UNIT OF THE INVESTMENT MANAGEMENT DIVISION OF XXXXXXX, SACHS & CO.
AS OF JANUARY 24, 2003
SEI INSTITUTIONAL INVESTMENTS TRUST
LARGE CAP FUND
LARGE CAP GROWTH FUND
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SCHEDULE B
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
XXXXXXX XXXXX ASSET MANAGEMENT,
A BUSINESS UNIT OF THE INVESTMENT MANAGEMENT DIVISION OF XXXXXXX, SACHS & CO.
AS OF JANUARY 24, 2003
Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation at
an annual rate as follows:
Agreed and Accepted:
SEI INVESTMENTS MANAGEMENT CORPORATION XXXXXXX XXXXX ASSET MANAGEMENT,
A BUSINESS UNIT OF THE INVESTMENT
MANAGEMENT DIVISION OF XXXXXXX,
SACHS & CO.
By: /s/Xxxx Xxxxxxxxx By: /s/Xxxxx XxXxxxxx
Name: Xxxx Xxxxxxxxx Name: Xxxxx XxXxxxxx
Title: Vice President Title: Managing Director
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