EXHIBIT (h.13)
DELEGATION AGREEMENT
AGREEMENT, dated as of August 8, 2001 by and between INVESTORS BANK &
TRUST COMPANY, a Massachusetts trust company (the "Delegate"), and Portfolio
Partners, Inc., a company organized under the laws of the State of Maryland (the
"Fund").
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 Directors of the Fund desires to
delegate to the Delegate certain responsibilities concerning Foreign Assets (as
defined below), and the Delegate hereby agrees to retain such delegation, as
described herein; 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 Board of Directors
of 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 Directors (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 financial infrastructure (including any Securities
Depositories operating in such country); prevailing custody and settlement
practices; and laws applicable to the safekeeping and recovery of Foreign Assets
held in custody and the likelihood of nationalization, currency controls and the
like.
d. Eligible Foreign Custodian
Eligible Foreign Custodian has the meaning set forth in Rule
17f-5(a)(1).
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 has the meaning set forth in Rule 17f-7(b)(1).
h. Monitor
Monitor means to re-assess or re-evaluate, at reasonable intervals,
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. Delegate further represents that it
is a U.S. Bank as 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 Board'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
Board 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 Board. Ten 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 or authority
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 and directed
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 and the performance of the governing contractual arrangements
in accordance with Rule 17f-5. 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 in accordance with Rule 17f-5.
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.
c. Delegate shall, concurrent with the execution of this Agreement,
provide each Fund or its investment advisers with information which will enable
such Fund or its investment advisers to determine whether each Securities
Depository listed in Appendix A2 is an Eligible Securities Depository as defined
in Rule 17f-7(b)(1). Delegate shall Monitor such information and promptly notify
each Fund or its investment advisers of any material change in any information
provided by Delegate regarding whether a Securities Depository meets the
definition of Eligible Securities Depository.
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
In exercising the authority delegated under this Agreement to place
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 provide
reasonable 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 comply with the
provisions of Rule 17f-5(c)(2).
d. Monitoring of Eligible Foreign Custodians
In exercising the authority delegated under this Agreement to
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 any
factors and criteria set forth in Appendix D to this Agreement. If, as a result
of its Monitoring of Eligible Foreign Custodian relationships hereunder or
otherwise, the Delegate determines in its sole discretion 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, Delegate shall promptly so advise the
Fund and the Fund shall bear any expense related to such relocation of Foreign
Assets.
8. STANDARD OF CARE
a. In exercising the authority delegated under this Agreement with
regard to its duties under Rule 00x-0, Xxxxxxxx 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.
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. REPORTING REQUIREMENTS
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.
10. 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.
11. 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 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 resulting solely from the negligence,
willful misfeasance or bad faith of the Delegate or any Indemnified Party.
Without limiting the foregoing, neither the Delegate nor the Indemnified Parties
shall be liable for, and the Delegate and the Indemnified Parties shall be
indemnified against, any Claim arising as a result of:
i. Any act or omission by the Delegate or any Indemnified Party
in reasonable good faith reliance upon the terms of this
Agreement, any resolution of the Board, telegram, telecopy,
notice, request, certificate or other instrument reasonably
believed by the Delegate to be genuine;
ii. Any information which the Delegate provides or does not
provide under Section 10 hereof;
iii. Any acts of God, earthquakes, fires, floods, storms or other
disturbances of nature, epidemics, strikes, riots,
nationalization, expropriation, currency restrictions, acts
of war, civil war or terrorism, insurrection, nuclear fusion,
fission or radiation, the interruption, loss or malfunction
of utilities, transportation or computers (hardware or
software) and computer facilities, the unavailability of
energy sources and other similar happenings or events.
b. Notwithstanding anything to the contrary in this Agreement, in no
event shall any party hereto be liable to any other 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.
12. 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 sixty (60) days written notice from the terminating party to
the non-terminating party.
13. AUTHORIZED REPRESENTATIVES AND NOTICES
The respective Authorized Representatives of Fund and Board, 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.
14. 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: Xxxxxx Xxxxxx
---------------------------
Name: Xxxxxx Xxxxxx
Title: Managing Director
PORTFOLIO PARTNERS, INC.
By: Xxxxxx X. Xxxxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: President
LIST OF APPENDICES
A1 -- Jurisdictions Covered
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
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
-------------------------------------------------------------------------------
Argentina CDV Philippines PCD
XXXX XxXX
-------------------------------------------------------------------------------
Australia Austraclear Ltd. Poland CRBS
CHESS NDS
RITS
-------------------------------------------------------------------------------
Austria OeKB AG Portugal Central de Valores
Mobiliarios
-------------------------------------------------------------------------------
Bahrain None Romania NBR
SNCDD
Stock Exchange
Registry, Clearing
& Settlement
-------------------------------------------------------------------------------
Bangladesh None Russia DCC
NDC
VTB
-------------------------------------------------------------------------------
Belgium BKB Singapore CDP
CIK MAS
-------------------------------------------------------------------------------
Bermuda None Slovak Republic NBS
SCP
-------------------------------------------------------------------------------
Botswana None Slovenia KDD
-------------------------------------------------------------------------------
Brazil CBLC South Africa STRATE
CETIP The Central
SELIC Depository (Pty)
Ltd.
-------------------------------------------------------------------------------
Bulgaria The Bulgarian Spain Banco de Espana
National Bank SCLV
The Central
Depository
-------------------------------------------------------------------------------
Canada Bank of Canada Sri Lanka CDS
CDS
-------------------------------------------------------------------------------
Chile DCV Sweden VPC AB
-------------------------------------------------------------------------------
China SSCC Switzerland SIS SegaIntersettle
SSCCRC AG
-------------------------------------------------------------------------------
Clearstream Taiwan TSCD
-------------------------------------------------------------------------------
Colombia DCV Thailand TSD
DECEVAL
-------------------------------------------------------------------------------
Costa Rica CEVAL Turkey CBT
Takasbank
-------------------------------------------------------------------------------
Croatia CNB Ukraine Depository of the
Ministry of Finance National Bank of
SDA Ukraine
MFS Depository
-------------------------------------------------------------------------------
Czech Republic SCP Uruguay None
TKD
-------------------------------------------------------------------------------
Denmark VP United Kingdom CMO
CREST
-------------------------------------------------------------------------------
Ecuador DECEVALE, S.A. Venezuela BCV
CVV
-------------------------------------------------------------------------------
Egypt Misr for Clearing, Zambia Bank of Zambia
Settlement & Dep. XxXX CSD
-------------------------------------------------------------------------------
Estonia ECDSL Zimbabwe None
-------------------------------------------------------------------------------
Euroclear
-------------------------------------------------------------------------------
Finland APK
-------------------------------------------------------------------------------
France Sicovam SA
-------------------------------------------------------------------------------
Germany Clearstream
-------------------------------------------------------------------------------
Ghana None
-------------------------------------------------------------------------------
Greece Bank of Greece
CSD
-------------------------------------------------------------------------------
Hong Kong CCASS
CMU
-------------------------------------------------------------------------------
Hungary Keler Ltd.
-------------------------------------------------------------------------------
India CDSL
NSDL
-------------------------------------------------------------------------------
Indonesia Bank Indonesia
PT.KSEI
-------------------------------------------------------------------------------
Ireland CREST
Gilt Settlement Office
-------------------------------------------------------------------------------
Israel TASE Clearing
House Ltd.
-------------------------------------------------------------------------------
Italy Banca d-Italia
Monte Titoli
-------------------------------------------------------------------------------
Ivory Coast* Depositaire Central/
Banque de Reglement
-------------------------------------------------------------------------------
Japan Bank of Japan
JASDEC
-------------------------------------------------------------------------------
Jordan SDC
-------------------------------------------------------------------------------
Kazakhstan Kazakhstan Central
Securities Depository
-------------------------------------------------------------------------------
Kenya Central Bank of Kenya
Central Depository
-------------------------------------------------------------------------------
Korea KSD
-------------------------------------------------------------------------------
Latvia Bank of Latvia
LCD
-------------------------------------------------------------------------------
Lebanon Banque de Liban
MIDCLEAR
-------------------------------------------------------------------------------
Lithuania CSDL
-------------------------------------------------------------------------------
Luxembourg Clearstream
-------------------------------------------------------------------------------
Malaysia BNM (SSTS)
MCD
-------------------------------------------------------------------------------
Mauritius CDS
-------------------------------------------------------------------------------
Mexico S.D. Indeval
-------------------------------------------------------------------------------
Morocco Maroclear S.A.
-------------------------------------------------------------------------------
Netherlands NECIGEF
-------------------------------------------------------------------------------
New Zealand New Zealand Central
Securities Depository
-------------------------------------------------------------------------------
Norway VPS
-------------------------------------------------------------------------------
Oman MDSRC
-------------------------------------------------------------------------------
Pakistan Central Depository Co.
of Pakistan Limited
State Bank of Pakistan
-------------------------------------------------------------------------------
Peru CAVALI
-------------------------------------------------------------------------------
* Benin, Burkina-Faso, Guinea Bissau, Mali, Nigeria, Senegal, and Togo are
available through the Ivory Coast
APPENDIX B
ADDITIONAL JURISDICTIONS COVERED
Pursuant to Article 3 of this Agreement, Delegate and Fund's investment
adviser, pursuant to authority delegated by the Board of Directors of the Fund
agree that the following jurisdictions shall be added to Appendix A1:
[insert additional countries/depositories]
INVESTORS BANK & Trust Company
By: ___________________________________
Name:
Title:
[Insert Investment Adviser's name]
By:____________________________________
Name:
Title:
DATE: ______________________________
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
_________ Other (list below):
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
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 freezes
or confiscation of assets, if available
e) Ability to repatriate or convert cash or cash
equivalents
3. Audit Report
4. Copy of Balance Sheet from Annual Report
5. 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 or restrictions
f) Unique market arrangements
g) Securities regulatory environment
h) Taxation
6. Eligible Securities Depository evaluation
APPENDIX F
AUTHORIZED REPRESENTATIVES
The names and addresses of each party's authorized representatives are set forth
below:
A. BOARD
Portfolio Partners, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Xxxxxx XxXxxxx-Xxxxxxxxxxx, President
With a copy to:
Portfolio Partners, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: J. Xxxx XxXxxxxx, Esq., Assistant Secretary
B. INVESTMENT ADVISER
[ADD]
B. DELEGATE
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxxxx Xxxxx, 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
