EXHIBIT 23(D)(2)(ZZ)
SUB-ADVISORY AGREEMENT - IDEX XXXXXXX GROWTH
INTERIM SUB-ADVISORY AGREEMENT
BETWEEN
AEGON/TRANSAMERICA FUND ADVISERS, INC. AND
BANC OF AMERICA CAPITAL MANAGEMENT, LLC
This Agreement is entered into as of November 1, 2002 between
AEGON/TRANSAMERICA FUND ADVISERS, INC., a Florida corporation (referred to
herein as "ATFA"), and Banc of America Capital Management, LLC , a limited
liability company organized and existing under the laws of the State of North
Carolina (referred to herein as "BACAP").
WHEREAS, ATFA entered into an Investment Advisory Agreement (referred
to herein as the "Advisory Agreement"), dated as of November 1, 2002 with IDEX
Mutual Funds, a Massachusetts business trust (herein referred to as "IDEX") on
behalf of IDEX Xxxxxxx Growth (the "Fund"), under which ATFA has agreed, among
other things, to act as investment adviser to the Fund.
WHEREAS, the Advisory Agreement provides that ATFA may engage BACAP to
furnish investment information and advice to assist ATFA in carrying out its
responsibilities under the Advisory Agreement as investment adviser to the
Fund.
WHEREAS, it is the purpose of this Agreement to express the mutual
agreements of the parties hereto with respect to the services to be provided by
BACAP to ATFA and the terms and conditions under which such services will be
rendered.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the parties hereto agree as follows:
1. SERVICES OF BACAP. BACAP shall act as investment counsel to
ATFA with respect to the Fund. In this capacity, BACAP shall have the following
responsibilities:
(a) provide a continuous investment program for the Fund
including advice as to the acquisition, holding or
disposition of any or all of the securities or other
assets which the Fund may own or contemplate
acquiring from time to time;
(b) to cause its representatives to attend meetings of
ATFA or IDEX (by telephone or otherwise) when
reasonably necessary and to furnish oral or written
reports, as ATFA may reasonably require, in order to
keep ATFA and its officers and the Trustees of IDEX
and appropriate officers of IDEX fully informed as
to the condition of the investment portfolio of the
Fund, the investment recommendations of BACAP, and
the investment considerations which have given rise
to those recommendations;
(c) to furnish such statistical and analytical
information and reports as may reasonably be
required by ATFA from time to time; and
(d) to supervise the purchase and sale of securities as
sub-adviser as described below;
(e) Investment Sub-Advisory Services. BACAP shall act as
the investment sub-adviser and shall supervise and
direct the investments of the Fund in accordance
with the Fund's investment objective, policies, and
restrictions as provided in the Prospectus and
Statement of Additional Information, as currently in
effect and as amended or supplemented from time to
time (hereinafter referred to as the "Prospectus"),
and such other limitations as directed by the
appropriate officers of ATFA or IDEX by notice in
writing to BACAP; provided that BACAP shall be
entitled to rely on and comply with the Prospectus
most recently furnished to BACAP by ATFA. BACAP
shall obtain and evaluate such information relating
to the economy, industries, businesses, securities
markets, and securities as it may deem necessary or
useful in the discharge of its obligations hereunder
and shall formulate and implement a continuing
program for the management of the assets and
resources of the Fund in a manner consistent with
the Fund's investment objective, policies, and
restrictions. In furtherance of this duty, BACAP, on
behalf of the Fund, is
authorized, in its discretion and without prior
consultation with IDEX or ATFA, to:
(1) Buy, sell, exchange, convert, lend, and
otherwise trade in any stocks, bonds and other
securities or assets; and
(2) Place orders and negotiate the commissions (if
any) for the execution of transactions in securities
or other assets with or through such brokers,
dealers, underwriters or issuers as BACAP may
select.
(f) BACAP will enter into an agreement with its
affiliated company, Xxxxxxx Capital Management, LLC
("MCM"), under which MCM as a subcontractor to BACAP
will provide some or all of the services to be
provided by BACAP under this Agreement. It is
understood and agreed that BACAP shall have full
authority to delegate to MCM any and all of its
duties, responsibilities, power and authority under
this Agreement. ATFA agrees to accept such services
from MCM and to cooperate reasonably with BACAP and
MCM to facilitate the subcontracting arrangement.
2. OBLIGATIONS OF ATFA. ATFA shall have the following
obligations under this Agreement:
(a) to keep BACAP continuously and fully informed as to
the composition of the Fund's investment portfolio
and the nature of the Fund's assets and liabilities
from time to time;
(b) to furnish BACAP with copies of each of the
following documents and all future amendments and
supplements to such documents, if any, as soon as
practicable after such documents become available;
(1) The Agreement and Declaration of Trust of IDEX,
as filed with the State of Massachusetts, as in
effect on the date hereof and as amended from time
to time ("Articles");
(2) The By-Laws of IDEX as in effect on the date
hereof and as amended from time to time ("By-Laws");
(3) Certified resolutions of the Board of IDEX
authorizing the appointment of ATFA and BACAP and
approving the form of the Advisory Agreement and
this Agreement;
(4) IDEX Registration Statement under the 1940 Act
and the Securities Act of 1933, as amended, on Form
N-1A, as filed with the Securities and Exchange
Commission ("SEC") relating to the Fund and its
shares and all amendments thereto ("Registration
Statement");
(5) The IDEX Prospectus on behalf of the Fund (as
defined above); and
(6) A certified copy of any publicly available
financial statement or report prepared for IDEX on
behalf of the Fund by certified or independent
public accountants, and copies of any financial
statements or reports made by the Fund to its
shareholders or to any government body or securities
exchange.
(c) to furnish BACAP with any further materials or
information which BACAP may reasonably request to
enable it to perform its functions under this
Agreement;
(d) to compensate BACAP for its services under this
Agreement as set forth in Schedule A. The fee shall
accrue daily and be paid monthly in arrears within
15 days after the end of each month. In the event
that this Agreement shall be effective for only part
of a period, then an appropriate pro-ration of the
fee that would have been payable hereunder shall be
made, based on the number of calendar days in such
period and the number of calendar days during the
period in which this Agreement was in effect.
3. BROKERAGE.
(a) BACAP agrees that, in placing orders with broker-dealers
for the purchase or sale of portfolio securities, it shall attempt to obtain
quality execution at favorable security prices (best price and execution);
provided that, on behalf of the Fund, BACAP may, in its discretion, agree to
pay a broker-dealer that furnishes brokerage or research services as such
services are defined under Section 28(e) of the Securities Exchange Act of
1934, as amended ("1934 Act"), a higher commission than that which might have
been charged by another broker-dealer for effecting the same transactions, if
BACAP determines in good faith that such commission is reasonable in relation
to the brokerage and research services provided by the broker-dealer, viewed in
terms of either that particular transaction or the overall responsibilities of
BACAP with respect to the accounts as to which it exercises investment
discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). In
no instance will portfolio securities be purchased from or sold to BACAP, or
any affiliated person thereof, except in accordance with the federal securities
laws and the rule and regulations thereunder.
(b) On occasions when BACAP deems the purchase or sale of a
security to be in the best interest of the Fund as well as other clients of
BACAP, BACAP, to the extent permitted by applicable laws and regulations, may,
but shall be under no obligation to, aggregate the securities to be purchased
or sold to attempt to obtain a more favorable price or lower brokerage
commissions and efficient execution. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by BACAP in the manner BACAP considers to be fair and
equitable and consistent with its fiduciary obligations to the Fund and to its
other clients.
(c) Without limiting BACAP's discretion in seeking best
execution by placing orders and negotiating commissions with broker-dealers it
selects, BACAP agrees that orders with broker-dealers for the purchase or sale
of portfolio securities by the Fund shall be placed in accordance with
reasonable standards set forth in the Advisory Agreement if ATFA timely brings
them to BACAP's attention, subject to compliance with applicable laws and
procedures adopted by the Trustees of IDEX. ATFA may direct BACAP to effect a
portion of all transactions in portfolio securities for the Fund through
broker-dealers in a manner that will generate resources to help pay certain
expenses that the Fund is required to pay or for which the Fund is required to
arrange payment or for any other lawful purposes. BACAP will treat such a
direction as a decision by ATFA to retain, to the extent of the direction, the
discretion that BACAP otherwise would exercise to select broker-dealers and
negotiate commissions for the Fund. There may be occasions when BACAP is unable
to obtain best execution because, for example, BACAP cannot evaluate the
services provided by the selected broker, the selected broker may not be as
efficient in executing transactions as another broker, or the trade cannot be
aggregated with other trades sent to other brokers.
(d) BACAP is authorized to place orders on behalf of the Fund
through BACAP or any affiliate thereof if BACAP or its affiliate is registered
as a broker or dealer with the SEC or as a FCM with the Commodities Futures
Trading Commission ("CFTC"), to any of its affiliates that are brokers or
dealers or FCBs or such other entities which provide similar services in
foreign countries, or to such brokers or dealers that also provide research or
statistical research and material, or other services to the Funds or BACAP.
Such allocation shall be in such amounts and proportions as BACAP shall
determine consistent with the above standards, and, upon, request, BACAP will
report on said allocation to ATFA and Board of Trustees of IDEX, indicating the
brokers, dealers or FCBs to which such allocations have been made and the basis
therefor.
(e) In particular, BACAP may use Banc of America Securities,
LLC ("BAS"), or any other broker or dealer affiliated with BACAP ("affiliated
broker"), to execute trades for the Fund, provided that BACAP seeks best
execution in using the affiliated broker. An affiliated broker will not act as
principal for its own account, but may execute transactions as agent for the
Fund on an exchange floor, and receive and retain all commissions, fees, and
benefits without complying further with Section 11(a) of the Securities
Exchange Act. An affiliated broker also may execute agency cross trades, in
which it simultaneously acts as broker for the Fund and for another customer on
the other side of the trade. Agency cross trades may enable BACAP to purchase
or sell a block of securities for the Fund at a set price, and to avoid
unfavorable price movements caused by trading a large order on the market.
BACAP will comply with all legal requirements concerning the use of an
affiliated broker, including Rules 10f-3 and 17e-1 under the Investment Company
Act and Rule 206(3)-2 under the Investment Advisers Act. ATFA is aware that
BACAP's affiliation with an affiliated broker could give BACAP an indirect
interest in commissions received by the affiliated broker, and that agency
cross trades could create potentially conflicting divisions of loyalties and
responsibilities
because the affiliated broker acts for both sides of the trade. ATFA may at any
time revoke its consent to the execution of agency cross trades for the Fund by
giving written notice to BACAP or the affiliated broker.
4. PURCHASES BY AFFILIATES. Although BACAP will not purchase
securities issued by the Fund, BACAP's officers, directors, and employees may
purchase from the Fund shares issued by the Fund at the current price available
to the public, or at such price with reductions in sales charge as may be
permitted in the current IDEX prospectus in accordance with Section 22(d) of
the Investment Company Act of 1940, as amended (the "1940 Act").
5. SERVICES TO OTHER CLIENTS. Nothing contained in this
Agreement shall limit or restrict (i) the freedom of BACAP, or any affiliated
person thereof, to render investment management and corporate administrative
services to other investment companies, to act as investment manager or
investment counselor to other persons, firms, or corporations, or to engage in
any other business activities, or (ii) the right of any director, officer, or
employee of BACAP, to engage in any other business or to devote his or her time
and attention in part to the management or other aspects of any other business,
whether of a similar nature or a dissimilar nature.
6. SUB-ADVISER'S USE OF THE SERVICES OF OTHERS. BACAP may, as
noted above in section 1(f), (at its cost) employ, retain, or otherwise avail
itself of the services or facilities of subcontractors such as MCM, or other
persons or organizations for the purpose of obtaining such statistical and
other factual information, such advice regarding economic factors and trends,
such advice as to transactions in specific securities, or such other
information, advice, or assistance as BACAP may deem necessary, appropriate, or
convenient for discharge of its obligations hereunder or otherwise helpful to
the Fund, as appropriate, or in the discharge of BACAP overall responsibilities
with respect to the other accounts that it serves as investment manager or
counselor.
7. LIMITATION OF LIABILITY OF THE SUB-ADVISER. Neither BACAP,
MCM nor any of their respective officers, directors, or employees, or any other
person performing executive, administrative, trading, or other functions for
BACAP or MCM, the Fund (at the direction or request of BACAP) or ATFA in
connection with BACAP's discharge of its obligations undertaken or reasonably
assumed with respect to this Agreement, shall be liable for any error of
judgment or mistake of law or for any loss suffered by ATFA or the Fund, or for
any error of facts or mistake of law contained in any report or date provided
by BACAP or MCM, except for any error, mistake or loss resulting from willful
misfeasance, bad faith or gross negligence in the performance of its duties on
behalf of the Fund or from reckless disregard by BACAP, MCM or any such person
of the duties of BACAP pursuant to this Agreement.
No statement in this Agreement or any other document constitutes a
representation by BACAP regarding the rate of growth or return of the Fund.
Neither BACAP nor any of its officers, directors, or employees make any
representations or warranties, express or implied, that any level of
performance or investment results will be achieved by the Fund or that the Fund
will perform comparably with any standard or index, including other BACAP
client accounts.
8. REPRESENTATIONS.
The parties hereto represent, warrant, and agree as follows:
(a) ATFA and BACAP each: (i) is registered as an investment
adviser under the Advisers Act and any applicable state laws 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 applicable federal or state
requirements, or the applicable requirements of any regulatory or industry
self-regulatory agency, necessary to be met 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 of the occurrence of any event that would disqualify
such other party from serving as an investment adviser of an investment company
pursuant to Section 9(a) of the 1940 Act or otherwise.
(b) BACAP has adopted a written code of ethics complying with
the requirements of Rule 17j-1 under the 1940 Act and, if it has not already
done so, will provide the Investment Adviser and the Fund with a copy of such
code of ethics, together with evidence of its adoption.
(c) BACAP has provided ATFA and IDEX with a copy of its Form
ADV as most recently filed with the SEC and will annually furnish a copy of
Part 2 of Form ADV to ATFA.
(d) Any subcontractor such as MCM will also meet the
requirements of this section 8.
9. TERM OF AGREEMENT.
This Agreement shall become effective upon the date first above
written above ("Commencement Date"), and will continue until the sooner of: (i)
the effective date of the new sub-advisory agreement if approved by the Board
of Trustees of IDEX on behalf of the Fund, including a majority of the Trustees
who are not "interested persons" of IDEX (as defined in the 0000 Xxx); or (ii)
one hundred and fifty (150) days from the Commencement Date. Once the Fund
receives approval from the Board of Trustees, including a majority of the
Trustees who are not "interested persons" of IDEX, the Fund will be deemed to
have terminated this Agreement and will thereafter be governed by the new
sub-advisory agreement.
10. TERMINATION OF AGREEMENT.
Notwithstanding the foregoing, this Agreement may be terminated at any
time, without the payment of any penalty, by vote of the Board or by a vote of
a majority of the outstanding voting securities of the Fund, or per the terms
of the exemptive order-Release No. 00000-xxxxx Xxxxxxx 6(c) of the Act from
Section 15(a) and Rule 18f-2 under the Act, on at least 60 days' prior written
notice to BACAP. This Agreement may also be terminated by ATFA: (i) on at least
60 days' prior written notice to BACAP, without the payment of any penalty; or
(ii) if BACAP becomes unable to discharge its duties and obligations under this
Agreement. BACAP may terminate this Agreement at any time, or preclude its
renewal without the payment of any penalty, on at least 60 days' prior notice
to ATFA. This Agreement shall terminate automatically in the event of its
assignment or upon termination of the Advisory Agreement. Upon any termination,
fees shall be payable to BACAP through the effective date on a pro-rated basis
in accordance with section 2(d).
11. AMENDMENT OF AGREEMENT.
No provision of this Agreement may be changed, waived, discharged, or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge, or termination is
sought, and no material amendment of this Agreement shall be effective until
approved by vote or a majority of the Fund outstanding voting securities and a
vote of a majority of those Trustees of IDEX who are no parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such amendment, unless otherwise permitted
in accordance with the 1940 Act.
12. MISCELLANEOUS.
(a). Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York without giving effect to the
conflicts of laws principles thereof, and the 1940 Act. To the extent that the
applicable laws of the State of New York conflict with the applicable
provisions of the 1940 Act, the latter shall control.
(b). Captions. The captions contained in this Agreement
are included for convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their construction or effect.
(c). Entire Agreement. This Agreement represents the
entire agreement and understanding of the parties hereto and shall supersede
any prior agreements between the parties relating to the subject matter hereof,
and all such prior agreements shall be deemed terminated upon the effectiveness
of this Agreement.
(d). Interpretation. Nothing herein contained shall be
deemed to require IDEX to take any action contrary to its Articles or By-Laws,
or any applicable statutory or regulatory requirement to which it is subject or
by which it is bound, or to relieve or deprive the Board of its responsibility
for and control of the conduct of the affairs of IDEX.
(e). Definitions. Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act shall be resolved by reference
to such term or provision of the 1940 Act and to interpretation thereof, if
any, by the United States courts or, in the absence of any controlling decision
of any such court, by rules, regulations, or orders of the SEC validly issued
pursuant to the 1940 Act. As used in this Agreement, the terms "majority of the
outstanding voting securities," "affiliated person," "interested person,"
"assignment," "broker," "investment adviser," "net assets," "sale," "sell," and
"security" shall have the same meaning as such terms have in the 1940 Act,
subject to such exemption as may be granted by the SEC by any rule, regulation,
or order. Where the effect of a requirement of the federal securities laws
reflected in any provision of this Agreement is made less restrictive 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, unless ATFA and BACAP agree to the contrary.
(f). BACAP/Xxxxxxx Name: IDEX Mutual Funds may use any
name including or derived from the name "BACAP" or "Xxxxxxx" in connection with
a fund only for so long as this Agreement, or any extension, renewal or
amendment hereof remains in effect, including any similar agreement with any
organization which shall succeed to BACAP's or Xxxxxxx'x business as investment
adviser or distributor. Upon termination of this Agreement, ATFA and IDEX
Mutual Funds (to the extent that it lawfully can) will cause the fund to cease
to use such a name or any other name indicating that it is advised by or
otherwise connected with BACAP or Xxxxxxx or any organization which shall have
so succeeded to BACAP's or Xxxxxxx'x business.
13. COMPLIANCE WITH LAWS.
(a) In all matters relating to the performance of this Agreement,
BACAP will act in conformity with the IDEX Declaration of Trust, Bylaws, and
current prospectus and with the instructions and direction of ATFA and the
Fund's Trustees.
(b) BACAP shall conform with (1) the 1940 Act and all rules and
regulations thereunder, and releases and interpretations thereto (including any
no-action letters and exemptive orders which have been granted by the SEC to
IDEX, ATFA and/or BACAP and (2) with all other applicable federal and state
laws and regulations pertaining to management of investment companies.
(c) ATFA shall perform quarterly and annual tax compliance tests
to ensure that the Fund is in compliance with Subchapter M of the Internal
Revenue Code ("IRC"). In connection with such compliance tests, ATFA shall
prepare and provide reports to BACAP within 10 business days of a calendar
quarter end relating to the diversification of the Fund under Subchapter M.
BACAP shall review such reports for purposes of determining compliance with
such diversification requirements. If it is determined that the Fund is not in
compliance with the requirements noted above, BACAP, in consultation with ATFA,
will take prompt action to bring the Fund back into compliance within the time
permitted under the IRC.
14. REFERENCE TO SUB-ADVISER. Neither ATFA nor IDEX will publish
or distribute any information, including but not limited to registration
statements, advertising or promotional material, regarding the provision of
investment advisory services by BACAP pursuant to this Agreement, or use in
advertising, publicity or otherwise the name of BACAP or any of its affiliates,
or any trade name, trademark, trade device, service xxxx, symbol or any
abbreviation, contraction or simulation thereof of BACAP or its affiliates,
without the prior written consent of BACAP. Notwithstanding the foregoing, ATFA
may distribute information regarding the provision of investment advisory
services by BACAP to the Fund's Board of Trustees ("Board Materials") without
the prior written consent of BACAP.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
ATTEST: BANC OF AMERICA CAPITAL MANAGEMENT, LLC
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxx
--------------------- --------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxx
Title: Assistant Secretary Title: Managing Director
ATTEST: AEGON/TRANSAMERICA FUND ADVISERS, INC.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxx
------------------- ------------------
Name: Xxxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
Title: Assistant Vice President Title: Vice President, General Counsel, Compliance
and Assistant Secretary Officer and Secretary
SCHEDULE A
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FUND ANNUAL PERCENTAGE OF MONTHLY AVERAGE DAILY NET ASSETS
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IDEX XXXXXXX GROWTH 0.40% of the first $250 million of the Fund's average daily net assets; 0.375% of
the next $250 million; 0.35% of the next $500 million in assets; and 0.30% of
assets in excess of $1 billion
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LETTER AGREEMENT
THIS LETTER AGREEMENT is made as of November 1, 2002 between AEGON/Transamerica
Fund Advisers, Inc., a Florida corporation ("ATFA"), and Banc of America
Capital Management, LLC, a limited liability company organized and existing
under the laws of the State of North Carolina ("BACAP" or the "SUB-ADVISER").
In consideration of the mutual covenants contained herein, the parties agree as
follows:
1. COMPENSATION. Effective November 1, 2002, for the services provided by
the Sub-Adviser to IDEX Xxxxxxx Growth (the "Fund"), ATFA will pay the
Sub-Adviser a fee, payable monthly, based on the average daily net
assets of the Fund at the following annual rate:
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FUND ANNUAL PERCENTAGE OF MONTHLY
AVERAGE DAILY NET ASSETS
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IDEX Xxxxxxx Growth 0.40% of the first $250
million of the Fund's average daily net
assets; 0.375% of the next $250
million; 0.35% of the next $500 million
in assets; and 0.30% of assets in
excess of $1 billion, less BACAP's pro
rata share of expenses in excess of the
Fund's expense limitation based on
BACAP's proportionate share of the
Fund's total advisory fees
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With respect to BACAP's obligation to reimburse the Fund for BACAP's
pro rata share of the expenses in excess of the Fund's expense
limitation, the total amount to be reimbursed or waived by BACAP shall
not be greater than the amount of sub-advisory fees BACAP would have
received under the fee schedule as set forth in Schedule A of the
Agreement. Furthermore, to the extent ATFA recaptures or is reimbursed
any portion of its advisory fee in future periods, then ATFA shall pay
BACAP a portion of such recaptured or reimbursed fee in the proportion
that the sub-advisory fee otherwise due BACAP bears to the management
fee otherwise due ATFA.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to
be executed as of November 1, 2002.
ATTEST: AEGON/TRANSAMERICA FUND ADVISERS, INC.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxx
----------------------- -------------------------------
Xxxxx X. Xxxxxx Xxxx X. Xxxxxx
Assistant Vice President and Assistant Secretary Vice President, General Counsel,
Compliance Officer and Secretary
ATTEST: BANC OF AMERICA CAPITAL MANAGEMENT, LLC
By: /s/ Xxxxxx X Xxxxxxx By: /s/ Xxxxxx X. Xxxxxx
-------------------- --------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxx
Title: Assistant Secretary Title: Managing Director
