-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V/07Du9/6xnspBvgr9J2l7XYEGrc27h4mNtzHzzdB2m7QIpFpuQxFrkfiOw9a2SB 1OFB7nIpeDW3z/RsrEdypQ== 0001104659-09-000581.txt : 20090106 0001104659-09-000581.hdr.sgml : 20090106 20090106153622 ACCESSION NUMBER: 0001104659-09-000581 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20090106 DATE AS OF CHANGE: 20090106 GROUP MEMBERS: ERNEST K. JACQUET GROUP MEMBERS: GIANT INVESTMENT, LLC GROUP MEMBERS: JOHN C. RUTHERFORD GROUP MEMBERS: PCAP II, LLC GROUP MEMBERS: PCAP PARTNERS II, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TIER TECHNOLOGIES INC CENTRAL INDEX KEY: 0001045150 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 943145844 STATE OF INCORPORATION: DE FISCAL YEAR END: 0515 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52757 FILM NUMBER: 09509877 BUSINESS ADDRESS: STREET 1: 10780 PARKRIDGE BLVD STREET 2: 4TH FLOOR CITY: RESTON STATE: VA ZIP: 20191 BUSINESS PHONE: 5713821090 MAIL ADDRESS: STREET 1: 10780 PARKRIDGE BLVD STREET 2: 4TH FLOOR CITY: RESTON STATE: VA ZIP: 20191 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PARTHENON INVESTORS II L P CENTRAL INDEX KEY: 0001132655 IRS NUMBER: 043527200 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617-478-7000 MAIL ADDRESS: STREET 1: 200 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 SC 13D/A 1 a09-1075_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

Tier Technologies, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

88650Q100

(CUSIP Number)

John C. Rutherford

c/o Parthenon Capital LLC

265 Franklin Street

18th Floor

Boston, MA 02110

Telephone: (617) 960-4000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

WITH A COPY TO:

Joshua N. Korff

Kirkland & Ellis LLP

153 East 53rd Street

New York, New York 10022

(212) 446-4800

December 30, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 88650Q100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Giant Investment, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With(1)			7.	Sole Voting Power

			8.	Shared Voting Power 1,799,322

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 1,799,322

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person(1) 1,799,322

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.1%

	14.	Type of Reporting Person (See Instructions) OO

(1) See discussion in Item 5 of this Schedule 13D.

CUSIP No. 88650Q100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Parthenon Investors II, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With(2)			7.	Sole Voting Power

			8.	Shared Voting Power 1,748,401

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 1,748,401

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person(2) 1,748,401

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 8.9%

	14.	Type of Reporting Person (See Instructions) PN

(2) See discussion in Item 5 of this Schedule 13D.

CUSIP No. 88650Q100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) PCap Partners II, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With(3)			7.	Sole Voting Power

			8.	Shared Voting Power 1,748,401

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 1,748,401

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person(3) 1,748,401

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 8.9%

	14.	Type of Reporting Person (See Instructions) OO

(3) See discussion in Item 5 of this Schedule 13D.

CUSIP No. 88650Q100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) PCap II, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With(4)			7.	Sole Voting Power

			8.	Shared Voting Power 1,748,401

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 1,748,401

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person(4) 1,748,401

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 8.9%

	14.	Type of Reporting Person (See Instructions) OO

(4) See discussion in Item 5 of this Schedule 13D.

CUSIP No. 88650Q100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) John C. Rutherford

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization New Zealand

Number of Shares Beneficially Owned by Each Reporting Person With(5)			7.	Sole Voting Power

			8.	Shared Voting Power 1,799,322

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 1,799,322

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person(5) 1,799,322

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.1%

	14.	Type of Reporting Person (See Instructions) IN

(5) See discussion in Item 5 of this Schedule 13D.

CUSIP No. 88650Q100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ernest K. Jacquet

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With(6)			7.	Sole Voting Power

			8.	Shared Voting Power 1,799,322

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 1,799,322

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person(6) 1,799,322

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.1%

	14.	Type of Reporting Person (See Instructions) IN

(6) See discussion in Item 5 of this Schedule 13D.

CUSIP No. 88650Q100

This Statement on Schedule 13D/A (this “Statement”) relates to the shares of Common Stock, par value $0.01 per share , (the “Common Stock”) of Tier Technologies, Inc. (“Tier”). This Statement is filed by Giant Investment, LLC, a Delaware limited liability company (“Giant”); Parthenon Investors II, L.P., a Delaware Limited Partnership (“Parthenon”); PCap Partners II, LLC, a Delaware limited liability company (“PCap Partners”); PCap II, LLC, a Delaware limited liability company (“PCap II”); John C. Rutherford and Ernest K. Jacquet.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D originally filed on July 15, 2005 and amended on August 9, 2005, December 19, 2005, February 9, 2007, October 3, 2007 and December 30, 2008 is hereby amended further as follows:

CUSIP No. 88650Q100

Item 4.	Purpose of Transaction
Item 4 is hereby amended and restated in its entirety as follows:
The reporting persons originally acquired shares of Tier for investment purposes because of their belief that the market price of the Common Stock was less than the intrinsic value of Tier on a per-share basis. The reporting persons intend to optimize the value of their investments and, therefore, review from time to time Tier’s business affairs, financial position, governance, management, capital structure, future plans and contractual rights and obligations and consider all alternatives available to the reporting persons with respect to their investment. As part of such review, the reporting persons may also, from time to time, seek to meet with and have discussions with Tier’s management and directors and may communicate with other holders of the Common Stock to understand their views of Tier’s operating strategy and financial performance. Based on such review, the reporting persons believe that Tier would benefit from the addition of new, independent directors who would be more open to considering additional strategies to enhance shareholder value. The reporting persons believe that based on his 23 years of in-depth executive experience, including his significant successes in spearheading turn-around, cost-cutting and merger integration efforts, Mr. Brian Edwards would be a strong asset to Tier as an independent member of its board of directors and would help shareholders maximize the value of their investment. Mr. Edwards does not currently have a formal employment, consulting or similar relationship with the reporting persons or their affiliates. In addition, the reporting persons believe that Mr. Zachary Sadek would be a strong asset to Tier as an independent member of its board of directors and would help Tier’s shareholders maximize the value of their investment. As a result, Giant sent a formal notice to Tier (the “Notice”) of the nomination of Mr. Sadek and Mr. Edwards for election to the Board of Directors of Tier at the annual meeting of shareholders of Tier to be held on March 11, 2009. Representatives of Giant will appear at the annual meeting in person or by proxy to nominate Mr. Sadek and Mr. Edwards. A copy of the Notice is attached hereto as Exhibit 99.2 and incorporated herein by reference. Exhibit B of the Notice includes biographical information about Mr. Sadek and Mr. Edwards. In addition, the reporting persons believe that Tier should aggressively focus on right-sizing its corporate overhead and should return its excess capital to its shareholders. The reporting persons believe that Tier lacks the necessary scale to continue as an independent public company and should explore strategic alternatives, including a merger with another business or a sale of the company. In addition to the foregoing, the reporting persons may engage Tier in discussions that may include one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D. Depending on various factors including, without limitation, Tier’s financial position and strategic direction, the outcome of the discussions with Tier’s management, directors and/or stockholders, the outcome of the election of directors at Tier’s 2009 annual meeting of stockholders, actions taken by the board of directors of Tier, price levels of the Common Stock, other investment opportunities available to the reporting persons, conditions in the securities market and general economic and industry conditions, the reporting persons may in the future take such actions with respect to their investments in Tier as they deem appropriate including, without limitation, acquiring or disposing the Common Stock or other securities of Tier through open market transactions, privately negotiated transactions, a tender offer, a merger, an exchange offer, or otherwise, engaging in any hedging or similar transactions with respect to the reporting person’s holdings of Tier’s Common Stock or other securities and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

CUSIP No. 88650Q100

Item 7.	Material to Be Filed as Exhibits
99.1 Joint Filing Agreement. 99.2 Advance Notice of Nomination of Shareholder Nominees, dated December 30, 2008.

CUSIP No. 88650Q100

After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 6, 2009

	Giant Investment, LLC

	By: Parthenon Investors II, L.P., as managing member

	By: PCap Partners II, LLC, as general partner

	By: PCap II, LLC, as general partner

	By: /s/ John C. Rutherford
	Name: John C. Rutherford
	Title: Managing Member


	Parthenon Investors II, L.P.

	By: PCap Partners II, LLC, as general partner

	By: PCap II, LLC, as general partner

	By: /s/ John C. Rutherford
	Name: John C. Rutherford
	Title: Managing Member


	PCap Partners II, LLC

	By: PCap II, LLC, as general partner

	By: /s/ John C. Rutherford
	Name: John C. Rutherford
	Title: Managing Member

CUSIP No. 88650Q100

	PCap II, LLC


	By: /s/ John C. Rutherford
	Name: John C. Rutherford
	Title: Managing Member


	/s/ John C. Rutherford
	Name: John C. Rutherford


	/s/ Ernest K. Jacquet
	Name: Ernest K. Jacquet

CUSIP No. 88650Q100

INDEX TO EXHIBITS

Exhibit Number		Document
99.1		Joint Filing Agreement.

99.2		Advance Notice of Nomination of Shareholder Nominees, dated December 30, 2008.

EX-99.1 2 a09-1075_1ex99d1.htm EX-99.1

Exhibit 99.1

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

Dated: January 6, 2009

		Giant Investment, LLC

		By: Parthenon Investors II, L.P.,
		as managing member

		By: PCap Partners II, LLC,
		as general partner

		By: PCap II, LLC,
		as general partner

		By: /s/ John C. Rutherford
		Name: John C. Rutherford
		Title: Managing Member


		Parthenon Investors II, L.P.

		By: PCap Partners II, LLC,
		as general partner

		By: PCap II, LLC,
		as general partner

		By: /s/ John C. Rutherford
		Name: John C. Rutherford
		Title: Managing Member

		PCap Partners II, LLC

		By: PCap II, LLC,
		as general partner

		By: /s/ John C. Rutherford
		Name: John C. Rutherford
		Title: Managing Member


		PCap II, LLC


		By: /s/ John C. Rutherford
		Name: John C. Rutherford
		Title: Managing Member


		/s/ John C. Rutherford
		Name: John C. Rutherford


		/s/ Ernest K. Jacquet
		Name: Ernest K. Jacquet

EX-99.2 3 a09-1075_1ex99d2.htm EX-99.2

Exhibit 99.2

		265 FRANKLIN STREET, 18TH FLOOR
		BOSTON, MASSACHUSETTS 02110
		617 960-4000
		617 960-4010 FAX

December 30, 2008

Keith Omsberg

Vice President, General Counsel and Secretary

Tier Technologies, Inc.

10780 Parkridge Blvd., 4th Floor

Reston, Virginia 20191

Re: Advance Notice of Nomination of Shareholder Nominees

Giant Investment, LLC, a Delaware limited liability company (“Giant”) hereby submits this notice (this “Notice”) on the date hereof to Tier Technologies, Inc. (the “Company”). Giant is the record owner of one share of common stock, $0.01 par value per share, of the Company (“Common Stock”), and the direct beneficial owner of 1,799,322 shares of Common Stock, evidence of which ownership is set forth on Exhibit A attached hereto, representing approximately 9.1% of the outstanding Common Stock of the Company (based upon 19,734,463 shares of Common Stock outstanding as of November 28, 2008, as reported by the Company in its Annual Report on Form 10-K filed with the Securities Exchange Commission on December 10, 2008). Giant intends to continue to hold these shares beneficially through the date of the 2009 Annual Meeting of Stockholders of the Company, including any adjournments or postponements thereof or any special meeting that may be called in lieu thereof (the “Annual Meeting”).

John C. Rutherford and Ernest K. Jacquet are the managing members of PCap II, LLC, a Delaware limited liability company (“PCap II”), which is the managing member of PCap Partners II, LLC, a Delaware limited liability company (“PCap Partners”), which is the general partner of Parthenon Investors II, L.P., a Delaware Limited Partnership (“Parthenon”), which, in turn, is the managing member of Giant. Giant’s principal business is managing and controlling its members’ investments in Tier. The principal business of Parthenon, a private equity fund based in Boston and San Francisco, is to make and oversee investments in equity and other interests in business organizations, domestic or foreign, including businesses the securities of which have no established market and may be restricted with respect to transfer, with the principal objective of appreciation of

capital invested. The principal business of PCap Partners is to act as the general partner of Parthenon and the principal business of PCap II is to act as the managing member of PCap Partners. The principal occupations of Mr. Rutherford and Mr. Jacquet relate to their positions with PCap II and its affiliates. As a result of the relationships described above, each of Giant, Parthenon, PCap II, PCap Partners, Mr. Rutherford and Mr. Jacquet (collectively, the “Beneficial Owners”) may be deemed to be a beneficial owner of their proportionate interest in the shares set forth above, or 1,799,322 shares (9.1%), 1,748,401 shares (8.9%), 1,748,401 shares (8.9%), 1,748,401 shares (8.9%), 1,799,322 shares (9.1%) and 1,799,322 shares (9.1%), respectively, and as a result each such Beneficial Owner may be deemed to have sole voting and dispositive power over such number of shares owned by Giant.

The business address for the Beneficial Owners is: c/o Parthenon Capital, LLC, 265 Franklin St, 18th Floor, Boston, MA 02110. We request that any correspondence with the Beneficial Owners be directed to this address.

Pursuant to Section 1.10(b) of the bylaws of the Company, Giant hereby notifies the Company that Giant hereby nominates each of Zachary F. Sadek (“Sadek”) and Brian D. Edwards (“Edwards” and, together with Sadek, the “Nominees” and each, a “Nominee”) for election as a director of the Company at the Annual Meeting. Mr. Sadek is Vice President of PCap Managers LLC, an affiliate of Giant, and accordingly, may be deemed to indirectly beneficially own all of the shares set forth above. However, Mr. Sadek disclaims any such beneficial ownership. Certain additional information regarding each Nominee is set forth in Exhibit B.

Neither Nominee will receive any compensation from the Beneficial Owners for such Nominee’s services as director of the Company if elected. If elected, each Nominee will be entitled to such compensation from the Company as is provided to other non-employee directors, which compensation will be described in the Company’s proxy statement furnished to stockholders in connection with the Annual Meeting. Any such compensation that may be received by Mr. Sadek will be provided by Mr. Sadek to Giant, as part of Giant’s policy with respect to board service rendered by its employees.

Each Nominee has executed a consent to being nominated for election as a director of the Company and to serve as a director of the Company if elected at the Annual Meeting. A copy of the consent executed by each Nominee is attached hereto as Exhibit C and Exhibit D.

Giant, on behalf of itself and the other Beneficial Owners, reserves the right to nominate substitute or additional persons as nominees for any reason, including in the event that (1) the board of directors of the Company (the “Board”) is expanded beyond its current size and/or (2) either Nominee is unable for any reason (including by reason of the

taking or announcement of any action that has, or if consummated would have, the effect of disqualifying such Nominee) to serve as a director.

Exhibit E sets forth the name of each of the Beneficial Owners that has purchased or sold Common Stock within the previous two years, the dates of the transactions and the amounts purchased or sold. No Beneficial Owner, other than Giant, directly owns any shares of Common Stock. Neither Nominee has ever directly purchased or sold securities of the Company.

Except as disclosed herein or in any of the exhibits attached hereto, none of the Beneficial Owners or either Nominee: (i) owns any securities of the Company of record but not beneficially; (ii) owns beneficially any securities of the Company or any parent or subsidiary of the Company; (iii) has, nor do any of their associates have, any agreement or understanding with any person pursuant to which either Nominee was or is to be selected as a director or nominee, other than for Giant’s stated intention to nominate each Nominee and each Nominee’s consent to serve as a director of the Company, if elected, as set forth on Exhibit C and Exhibit D attached hereto; (iv) has, nor do any of their associates have, any agreement or understanding with any person with respect to any future employment by the Company or its affiliates; (v) has, nor do any of their associates have, any agreement or understanding with any person with respect to any future transactions to which the Company or any of its affiliates will or may be a party; (vi) has, nor have any of their associates, engaged in or had a direct or indirect interest in any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000 and in which any “related person,” as defined in Item 404(a) of Regulation S-K (“Regulation S-K”), had, or will have, a direct or indirect material interest; (vii) has, nor have any of their associates, been indebted to the Company or its subsidiaries at any time since the beginning of the Company’s last fiscal year in an amount in excess of $120,000; (viii) to their knowledge, has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the Annual Meeting, aside from their respective interests as stockholders of the Company; (ix) is a party adverse to, or has a material interest adverse to, the Company or any of its subsidiaries in any proceeding; (x) has borrowed any funds for the purpose of acquiring or holding any securities of the Company; (xi) is presently, or has been within the past year, a party to any contract, arrangement or understanding with any person with respect to securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (xii) has, during the past 10 years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (xii) has, during the past 5 years, been involved in any of the legal proceedings described in Item 401(f) of Regulation S-K. The term “associates” shall have the meaning as that term is defined in

Rule 14a-1 of Regulation 14A under the Securities Exchange Act of 1934, as amended.

Neither nominee has ever served on the Board. Except as otherwise set forth in this Notice, neither Nominee nor any associates of either Nominee has received any cash compensation, cash bonuses, deferred compensation, compensation pursuant to other plans or other compensation from, or related to, services rendered on behalf of the Company, or is subject to any arrangement described in Item 402 of Regulation S-K. Giant believes that both Nominees are “independent” under Item 407(a)(1) of Regulation S-K and that Mr. Edwards would qualify as an “Audit Committee Financial Expert” under Item 407(d)(5) of Regulation S-K.

Except as otherwise set forth in this Notice, none of the relationships regarding either Nominee described in Item 404(b) of Regulation S-K exists or has existed. To the knowledge of Giant, there are no relationships involving either Nominee or any associates of a Nominee that would have required disclosure under Item 407(e)(5) of Regulation S-K had either Nominee been a director of the Company. There are no family relationships (as defined in Section 401(d) of Regulation S-K) between either Nominee and any director or officer of the Company or person nominated by the Company to become a director or executive officer.

Giant intends to appear in person or by proxy at the Annual Meeting to nominate each of the Nominees. No Beneficial Owner intends, and no Beneficial Owner is part of a group that intends, to solicit proxies from stockholders of the Company in favor of the election of either Nominee, and accordingly no Beneficial Owner has incurred any expenses with respect to the solicitation of proxies in favor of the election of either Nominee.

The information included herein and in the exhibits attached hereto represents Giant’s best knowledge as of the date hereof. Giant reserves the right, in the event such information shall be or become inaccurate, to provide corrective information to the Company as soon as reasonably practicable, although Giant does not commit to update any information which may change from and after the date hereof. If either Nominee shall be unable to serve for any reason, this Notice shall continue to be effective with respect to any replacement Nominee selected by Giant.

In addition, Giant requests written notice, with copy to Joshua N. Korff of Kirkland and Ellis LLP at the address below, no later than 3:00 P.M. EST, on January 6, 2009, of any alleged defects in this Notice and reserves the right, following receipt of such notice, to challenge any such alleged defect.

Please direct any questions regarding the information contained in this Notice to Joshua N. Korff of Kirkland and Ellis LLP, 153 E. 53^rd Street, New York, NY 10022, (212) 446-4943.

	Very truly yours,

	Giant Investment, LLC

	By: Parthenon Investors II, L.P.,
	Its: Managing Member

	By: PCap Partners II, LLC,
	Its: General Partner

	By: PCap II, LLC,
	Its: General Partner


	By:	/s/ John Rutherford
		Name: John C. Rutherford
		Title: Managing Member

Exhibit A

	125 High Street
	Boston, MA 02110-2704
	USA

Giant Investment LLC

c/o Parthenon Capital

265 Franklin Street, 18th Floor

Boston, MA 02210

Attn: Zachary Sadek

Re: Giant Investment, LLC holding of Tier Technologies Inc.

December 29, 2008

Dear Zachary:

In Barclays Capital’s capacity as acting custodian for Giant Investment, LLC, Barclays’s confirms that Giant Investment, LLC currently holds 1,799,321 shares of Tier Technologies Inc. (CUSIP: 88650Q100).

Should you have any questions, or need for further verification, please contact Steve Gaziano at Barclays. Steve can be reached (617) 342-4242.

Cordially,

/s/ Carol Ball
Carol Ball
Director

Barclays Capital Inc.

Barclays Bank PLC., New York Branch

Exhibit B

BIOGRAPHICAL INFORMATION OF NOMINEES

Zachary F. Sadek

Mr. Sadek is 29 years of age and serves as Vice President of PCap Managers LLC, an affiliate of Giant, and has been employed as an investment professional since June 2004 by affiliates of Parthenon Capital, LLC, a private equity fund based in Boston and San Francisco, that oversee investments in equity and other interests in business organizations, domestic or foreign. Prior to joining Parthenon in June 2004, Mr. Sadek was an investment banker with Dresdner Kleinwort Wasserstein (f/k/a Wasserstein Perrella & Co.) from June 2002 to June 2004.

None of Mr. Sadek’s prior employers was a parent, subsidiary or affiliate of the Company. Mr. Sadek does not serve on the board of any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 or subject to the requirements of Section 15(d) of such Act or of any company registered as an investment company under the Investment Company Act of 1940.

Mr. Sadek’s business address is:

c/o Parthenon Capital, LLC

265 Franklin St, 18th Floor

Boston, MA 02110

Mr. Sadek’s residential address is:

101 Broad Street, #6G

Boston, MA 02210

Brian D. Edwards

Mr. Edwards is 45 years of age and serves as President of Pure4Sure Water, Inc., a privately-held manufacturer and distributor of commercial and residential water purification solutions based in Indianapolis Indiana. Prior to joining Pure4Sure in July 2008, Mr. Edwards spent 23 years at IKON Office Solutions, Inc., based in Malvern, Pennsylvania, most recently serving as a Corporate Officer and as Senior Vice President, North American Sales and Services. Mr. Edwards served as District President/Vice President and General Manager - Eastern Region for IKON Office Solutions from 1998 to 2003 and served as their Vice President and General Manager - Western Region from 2003 to 2004. Mr. Edwards was appointed Senior Vice President, North American Sales, for IKON Office Solutions in August, 2004 and Senior Vice President, North American Sales and Services, in August 2006. IKON was a public company traded on the New York Stock Exchange under the ticker symbol IKN and was the largest independent distribution channel of document management solutions in the United States prior to being acquired by Ricoh Corporation in October, 2008.

None of Mr. Edwards’ prior employers was a parent, subsidiary or affiliate of the Company. Mr. Edwards does not serve on the board of any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 or subject to the requirements of Section 15(d) of such Act or of any company registered as an investment company under the Investment Company Act of 1940.

Mr. Edwards’ business address is:

Pure4SureWater, Inc.

9930 E. 56th Street

Indianapolis, IN 46236

Mr. Edwards’ residential address is:

102 Regents Court

Malvern, PA 19355

Exhibit C

NOMINEE CONSENT

See Attached.

NOMINEE CONSENT

The undersigned hereby consents to be named as a nominee of Giant Investments, LLC and its affiliates (collectively, “Giant”) for election as a director of Tier Technologies, Inc. (the “Company”) in (i) Giant’s notice to the Company of its intent to nominate a director for election at the Company’s 2009 annual meeting of stockholders or a special meeting of stockholders of the Company in lieu thereof that includes the election of directors (including any adjournments or postponements thereof, the “Annual Meeting”) and (ii) the proxy statement and all other filings, reports and notices required under Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (collectively, the “Proxy Statement”) to be filed by Giant with the Securities and Exchange Commission and to be distributed to the stockholders of the Company prior to the Annual Meeting. The undersigned also consents to the public disclosure (including, without limitation, disclosure in any filings or notices to the Company, its stockholders or any regulatory authority) of information that the undersigned provides about himself and that is required to be disclosed in the Proxy Statement. The undersigned further consents to serve as a director of the Company if elected at the Annual Meeting.

	/s/ Zachary Sadek
	Name: Zachary Sadek

Dated: December 29, 2008

Exhibit D

NOMINEE CONSENT

See Attached.

NOMINEE CONSENT

	/s/ Brian Edwards
	Name: Brian Edwards

Dated: December 29, 2008

Exhibit E

PURCHASES AND SALES OVER PAST TWO YEARS

The following table sets forth the name of each of the Beneficial Owners which purchased or sold Common Stock within the previous two years, the dates of the transactions and the amounts purchased or sold:

Beneficial Owner	Trade	Shares of Common Stock	Trade Date
Giant Investment LLC	Sale	25,000	02/16/07
Giant Investment LLC	Sale	10,000	08/24/07
Giant Investment LLC	Sale	288	08/24/07
Giant Investment LLC	Sale	5,212	08/27/07
Giant Investment LLC	Sale	100	08/28/07
Giant Investment LLC	Sale	19,700	08/30/07
Giant Investment LLC	Sale	300	08/30/07
Giant Investment LLC	Sale	300	08/31/07
Giant Investment LLC	Sale	3,977	09/11/07
Giant Investment LLC	Sale	3,100	09/12/07
Giant Investment LLC	Sale	6,000	09/13/07
Giant Investment LLC	Sale	11,311	09/14/07
Giant Investment LLC	Sale	2,220	09/14/07
Giant Investment LLC	Sale	81	09/17/07
Giant Investment LLC	Sale	300	09/18/07
Giant Investment LLC	Sale	22,750	09/26/07
Giant Investment LLC	Sale	6,575	09/27/07
Giant Investment LLC	Sale	44,574	10/01/07
Giant Investment LLC	Sale	23,500	10/02/07
Giant Investment LLC	Sale	25,000	10/03/07
Giant Investment LLC	Sale	100	10/04/07
Giant Investment LLC	Sale	24,900	10/05/07
Giant Investment LLC	Sale	25,000	10/09/07
Giant Investment LLC	Sale	25,000	10/09/07
Giant Investment LLC	Sale	25,000	10/11/07
Giant Investment LLC	Purchase	125,000	10/07/08
Giant Investment LLC	Purchase	25,000	10/23/08
Giant Investment LLC	Purchase	280	10/27/08
Giant Investment LLC	Purchase	1,152	12/16/08
Giant Investment LLC	Purchase	124,178	12/19/08

GRAPHIC 4 g10751mo01i001.jpg GRAPHIC begin 644 g10751mo01i001.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#V4L%!+$`# MJ36'?^,_#^G.8I-1CFF[16X,KG\%S6/\1[:Q6UL[V]E9$\T08;H_$:2)2 M;32Q`G:749UAS_P`98URFI>/]0N21+K4VW/^KTV'RE_[^/\`-^E8)T[0"SDZ M_(2+@19-M]Y3G]Y][[OZ\]*4Z9X?"D_\)"Q(N?)Q]FY*_P#/3[WW?U]J#DE5 MJRZ_B,_MV/[4)S:2F3_GO]MD\_\`[[SC]*Z#3O'^H6V%BUJ7`_Y9ZE`)0?;S M$^;]*PCIGA\(6_X2%LBY\G'V;G;_`,]/O?=_7VI#IV@#'_$_GWON_K[4S.,JD=F>D:?\1Y)`/M>E>>O>73IEF_\<.&%;VG^-/#VHL(X]2CB ME[Q7&8G!],-BO&TTW0/,3'B)U)N##N^S?=4?\M/O?=_7VJY'+II"12^)C/'] MH,.VYLQ*JK_STY;(7Z.E=I2.V$N:-S%\1ZU?Z':M=V^DF^MXT+S.LZH8P/8CF MLG2O&6L:WIQU#3_#)F@#%?\`C]16)'7`(K?\0`-XT4;Z&EX?\`&=AKUU)8&*:RU"+.^UG&&XZX/?%=%7ENJ_OO MC1:?8,%T:/SC'VPIW9_X#7:^)?%EEX9:S2Y1Y'NY-JJI^ZN1EC],_C2"%71\ MW1F[14<\CQ6[R1Q-,RKE8T(!;V&2!7(V7Q`EU*\NK:R\.WLSVA_?*)(PR\XZ M$\G(/`H-)3C%V9V5%.M*U'1+_4;;>LEC&7DMYAM<'''KU/%17/C:;3M' MCU/4O#U_;0M@$EHS@GIQNS^8H%[6%KW.KHKE;WQI<6NCIJB^'KTV\JJR2.\8 M4!L;2V&)`Y':FZEXWETO6$TF;0[E[J<@6PCE0K,"<9SGC\:`=6".LHK.U+4; MFPT@WR:=)<2(H>2!9%#(,9/)X./:LS0/%K^)+>XNK'1[@6\2G9))(@\R0`'8 M!GCKUZ4#:!*I%['145SGACQKI_BB:X@@CDMYX3D12 MD;G7U&/?K4OB+Q-)X=>)I-)N;FWE(19H67_6'HN"<\^M`_:1Y>:^AO45CZCX MDM=%T>*_U>-K223@6P(DD+?W1C@G]*S[CQ5J]K9G4)O"MVMFJ[F(G0RJ/4IV MX]Z`=2*.HHK"M?%5OJNB'4]&MI=0VL!);HRK(GKD$]?;OVJ+POXUT[Q3)<16 MZ2030G/E2D;F7^\,>_%`>TC=*^YT5%8>O^(9]#F@4:1<7D=PPC22%U_UA.`A M!.1]>E']KZ[_`-"O+_X&Q?XT!SJ]B'QZQB\'7TZ'$D05D;`.T[@,\_4URT7S M?")M5(3[=@M]H\M=W^MQZ=,5U'Q!_P"1'U/_`'%_]#6N26=4^!N!\VK\;_`,)/^[/PC.JHJ_;=FXSF-=^[S-IYQTIJ8/PB.J[4^W8+>?Y:[L^; MM].F*:CJOP-.Y@-RD#/<^=4^*0_":WU,*HOF5&\]8UW%B^.>.F/ MZ47Q2'X36^IA5%\RHWGK&NXL7QSQTQ_2H]1D63X)6I7.`$4Y]1)@TFI2+)\$ MK0KG@1KSZB3']*`;W_PG8^"27\'Z=*YR\L6]VP!N))YXK>KGO`4@E\$Z65SQ M%MY]0Q']*7QCXJB\+:5Y^T2W4Q*P1$\$]R?84CKC)1IJ3[%[Q"ZIX=U$NP4& MUD&2HZSJ] M]"S1(F/)L\CCY],PYE??(^>?O?X5YSXSO])UR[UJ6>^5+FR*6]C$<_ M-M.9#Z/U&#^-O1>'O%WBB]GM+JXB$S[C`F[9^\;EN>![U>\"G5O#,E]:W6A:F MUE-)O@98@S+C(Y&>XQ^5.\)6%^GB?6)-4T.\CM=7+@%XP54%B<-SQP:";RDH M=R?X=Z0;VYU'Q+.(/*U%W"6ZD-L^?<=WH<@8%:'Q3_Y$J7_KO'_.LK0=.UWP M-KMQ:+8W.HZ-<-N1[!77^$[B630+2WGLKFTEMH4B99EP&(7&5(ZCBN4\41:G<>/=-U.WT6 M^FM=.(61UC&'PQ)*\\C!H+J:TU;R-S4]9UUM*NUD\+3(A@<,WVR([1M/.,\U M0^$O_(H/_P!?3_R6NBUF\?\`X1Z62&QNIWN82B0QQY<%E.,C/'O7,_#XW^@Z M!<66H:-J$%FU?1/$6K:A=> M'-3:&_Q\5:"\B7]NTAFC3DR`2,,@=^.".XK@.TM^IQ^E>E$`C!Y%<7XU\)7U]J5KX@T0K_:%H5S$QP)`IR"#Z]O M<5>7Q=>&TVGPSJHU#;CR/)_=[O\`KITQ[T&T'R2ES=6$L8+8;BH)SM'J<]?I5SP%)?PZ&FG:CIUU:SP%V+RIA7#,3P M<]>:#*-.Z49>?R,ZW\5VGBC3-)EC(CNHM2@%Q#W4\\CU4UW56Y\/OIGGQK<7+*?+, MZ1ML!SN^8C(R,?C7#KJ2KX*;PUY,>&DW^?\`;H,_>W8V[OZUZ-=>#K6\N'GF MU+4RSL3C[1D+DYP,C@>U1?\`"":?_P!!#4O^_P"/_B:9E4ISE)OY'`MJ^[P0 MOADP1;5;(N!?09^_N^[N_#K31J?_`!11\-&*,KYF\3F_@X^;=C;N_K7H'_"" M:?\`]!#4O^_X_P#B:/\`A!-/_P"@AJ7_`'_'_P`31X//XF M@NI"7L;=CNZ*YWP?XJM/$FE1$2J+V-`L\)/S!A_$!W!ZUT).!DTCIC)25T+7 ME_Q!UW4(O$%O<69?['H\T8E*M\K3-EL$=_E&/QKK8?%]M/+K,T81M/TJ,9N` MW^LDP25'MP!]37-1>%=9U3P5<2R:DJMJ(:^DM3;*2SGY@-^`KNYU636/#VISR7UG:M^[=W.X88C&X'..`:K?#NQDU M*UUI_M$ANXV,-O++([B+']-\/6;6VG0>6&.7=CN=SZDUQ_P`) M?]5K7_7R/ZT"4'&4%+S$\6>%-/\`#W@J6>S>Z%U;K&HF^U2<_,`3MW8'4]JG MTOP98ZUX)MY1+1W7=C'MCI6G\2O^1&OOK'_P"AK5[P8ZGP M9I;!AM%LN3GICK05R1]JXVTLO3*\[\'$-\3?$I!!'S=/]\5W;W]LFHQ:>9/ M])EC:54`S\H(!)].2*"Z%E'YEFBBBD=`4444`%%%%`!1110`4444`%%%%`!1 M110`4444`%%%%`''^+?#>CK&=3CLEAO`P_?0.T;9SU^4CFN"T:^OM;O[FRU+ M4+RYMUE"^6US)C&2,'!YHHIHX*R2J)(]"OO"VBQZ1;Z;'9^7:,2[Q)*ZAVP. M6P?FZ#K6I:6Z1>'6@1Y0BHR@^:Q8#V;.?UHHI'4HI-V1SUGX=TS39'EL8YK= MY00[1W4HW?7YJFT;P[IFE:E'-8PRP.[C>5N),/\`4;L'\:**9FHQNM#I=7B$ MVF2QLSJ&P"8Y&0]?4$&L#P]H&FZ1J2O80R0%\[P)Y"K<'J"V#112-)).29:\ M3:7::K(D%ZLDD)3F,3.JGGN`0#5&'1;*'1Y=/B%PEJ65?*%U+@`[L@?-P#GD M=Z**9,HKF;L:WAJPM]-LY+6T5T@0C:C2,X7Z;B GRAPHIC 5 g10751mo01i002.jpg GRAPHIC begin 644 g10751mo01i002.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#V*>>.VA:: M5MJ*,DUEW.K//IDMWI\B*(L[O-4YS2>*21HS,/X74FN$EN7V%=[;3VSQ7HX3 M"JK'GOU.:M6Y'8[R'7H(]"BU&\;&[A@@S\V?2M&RO(+^U2YMGWQ2#(->1S3M ML*;VVYR5SQ^5=WX!W'079LX,S8_2EBL+&DFT^HJ-9S=C1U/7ETZ_CLQ:R322 M+E=A'/M3;3Q'#/?BQGMI;:9N%$GT-Q&A3#;2I.2*R?$%];S:E:Z;+,L<*L)9R3Q@=%JOX8N88M;OK2&16AD)>( M@\$#_P"L:S6'_OM1I_B&.ZOS8 M36TMM/SA7[UDZW/+'XN@>"`SO#&&$8/)ZU/H$0U74I-9GE0R*2JPKUC[`2YP^[ M(X&?2LSPS_I.OZEIR?]-,9_X$:M>*+](K:.Q\ MT(URP#L?X4[FG4HIU_9P\OR%&;Y.9D^B:\FL-,BQ>6T6#@MG(-)9:Z9]7ETV MYM_(E3.T[LAJP[.ZM+7QF*, M[=[OMR?85:T;3C!8-)EC=;!>6R7EI+;R?=D4C/I7GOB.QCTC;;*C;G.XN1QM`P!GU[FO2:AN;6WO M(C%<0I*A[,,UM0KNE+R,ZE-31Y?X>M4U2]>S:$OG#J^"0".S>Q%>EZ;81:98 M16D(PD8_,TZST^TT^'RK2!(D]%'6K-*M6=5^04Z:@CF+RTU./Q,VHV]EYR*- MJ@N!D8H;2]3U/5(]0U&)88[<9C@1@Q8CD#-:NI:U!I\J6_EO/<2?=BCZU%'J MM\+J&&YTIXDE;`?S`P'UK=5*O*FHI:6OUM]Y/+"[5^I'H^E$BXNM2MD-Q<2E MB&`;:.P%5]3TJYAUNTU'3[=2J#$B*0./_P!5:^IZA'IEB]U(NX+@!0^6'P==S,73[QO%QOVA_P!&V[0^X>GI M5>YTV^TK6Q?Z9"989F/FQ+^M7KC7I(]7;3H;%II5&00X&1BBR\0)/?M87%K) M;7`R0K$$'OUK12K+6VEMO(5H;7Z_B4;C2=2L-4;4=)4.LW+Q.<'GJ*T[)]7N M)/,O(X[>-0<1J2ZA<7 MVK01^8ZA8UR&`%:%E=7,_F?:K,VVS&,N&W50TKQ)%J>HO:"'9@$HV[.[%$IU M)\S45YM?\."C&-E<3Q!H\MTEM-81)YUO)D*,+D4OB"QOM2L;>."$;PX>0%P, M>U6M:U0Z3;).(O,#/MQG%7XV+QJQ&"1DCTK-5*D(PE;17L4XQ;:(+J.X;3GC MMR%GV83GH:Q[C_A(;ZT:SDLK>/S!M>7S,C']%6Z*S;,+^63EX@0F>W.*ZB MN>U'1+V'53JFDNOFM]^-^AJS`=>E0R7"01E!E8D/WS[GL*ZZRC4M*+6R1C!N M-TT9^L:C9W&NPVEW*$M;7YY`1G>_84>$KE$N[VS1MR%O,C/J.G^%:FDZ5]GM MF:]BCDNI7+R,0&Y/I5:YTB[@\0Q:C8I&8R,2H6V\=#BM/:4W%TO+Y77^9'++ MF4R@KW'_``FER]M`LSHI&UGVC&!SFK]IHT_]J2:M?2(9<'9&@X7C'6C3=+O; M?Q!=7\ZQB.;.,-DCTK8F$C6TJQ`%R"%!.!FIJUK-*'9*Y4(75WW,+P:N;*ZD M_OSFF7W[SQM9I_<0'^9K0\.Z=/I>GM!<;=YYI^N:0-1TXPP*B2JP9#C`S11J4 MZ=H/KO\`/_()QE*[*/C%@;2SC_OSBNB484#VKG=4TG5-1M[`#R5DMQE\MP6X M_P`*LM'XBEPADM8E)PS)DD#VJ)1C*E&*DM+C3:FW;L;5%(HPH')QZTM<9N%% M%%`!1110`4444`%%%%`!1110`4@[_6BB@!:***`"BBB@`HHHH`****`"BBB@ ##__9 ` end -----END PRIVACY-ENHANCED MESSAGE-----