-----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, HqEMUEq84vb7Us/fsBfoTuo/GSDZNp7Q0mPQGM2/y6ISVKQL7MleF1NuyWvOblqr vmcQ86lat97gcIWH4jK6Ug== 0000950103-07-002404.txt : 20070928 0000950103-07-002404.hdr.sgml : 20070928 20070928164922 ACCESSION NUMBER: 0000950103-07-002404 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070928 DATE AS OF CHANGE: 20070928 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GETTY IMAGES INC CENTRAL INDEX KEY: 0001047202 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MAILING, REPRODUCTION, COMMERCIAL ART & PHOTOGRAPHY [7330] IRS NUMBER: 980177556 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53603 FILM NUMBER: 071143134 BUSINESS ADDRESS: STREET 1: 601 NORTH 34TH STREET CITY: SEATTLE STATE: WA ZIP: 98103 BUSINESS PHONE: 2069256449 MAIL ADDRESS: STREET 1: 601 NORTH 34TH STREET CITY: SEATTLE STATE: WA ZIP: 98103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GETTY INVESTMENTS LLC CENTRAL INDEX KEY: 0001056213 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1325 AIRMOTIVE WAY STREET 2: STE 262 CITY: RENO STATE: NV ZIP: 89502-3240 BUSINESS PHONE: 7023480111 MAIL ADDRESS: STREET 1: 1325 AIRMOTIVE WAY STREET 2: STE 262 CITY: RENO STATE: NV ZIP: 89502-3240 SC 13D/A 1 dp06987d_13da5.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 5)

GETTY IMAGES, INC.

(Name of Issuer)

Shares of Common Stock, par value $0.01 per share

(Title of Class of Securities)

374276 10 3

(CUSIP Number)

Jan D. Moehl
Getty Investments L.L.C.
5390 Kietzke Lane, Suite 202
Reno, Nevada 89511
(775) 412-4300

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

Copy to:

Mark J. Jenness, Esq.
Sutton Place Investments
101 Huntington Avenue
Suite 2575
Boston, MA 02199-7669
(617) 217-3500

September 25, 2007

(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 Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box o.

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CUSIP No. 374276 10 3

13D

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Getty Investments L.L.C. 88-0369635
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 8,273,301
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 8,273,301
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,273,301
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.97%
14	TYPE OF REPORTING PERSON OO

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Item 1. Security and Company

The class of equity securities to which this Amendment No. 5 to Schedule 13D (this “Amendment”) relates is the common stock, par value $0.01 per share (“Shares”), of Getty Images, Inc., a Delaware corporation (“Issuer”). The principal executive offices of the Issuer are located at 601 N. 34th Street, Seattle, Washington 98103.

Item 2. Identity and Background

This Amendment is being filed in connection with the execution of the First Amendment dated September 25, 2007, to the Limited Liability Company Operating Agreement (“New Getty Investments Company Agreement”), dated October 5, 2006, of Getty Investments L.L.C., a Delaware limited liability company, which extends the term of the New Getty Investments Company Agreement to October 5, 2008 unless earlier terminated by the written agreement of members holding a majority of the interests of New Getty Investments.

In connection with the foregoing, Item 2 is hereby amended in its entirety as follows:

A prior amendment to this Schedule 13D was filed in connection with the merger of Getty Investments L.L.C., a Delaware limited liability company (“Old Getty Investments”), with and into Getty Investments Continuation L.L.C., a Delaware limited liability company (“New Getty Investments”), and effective upon the merger New Getty Investments changed its name to Getty Investments L.L.C.

The principal offices of New Getty Investments are located at 5390 Kietzke Lane, Suite 202, Reno, Nevada, 89511. New Getty Investments was formed with the objective of continuing Old Getty Investments, which would have otherwise terminated on October 5, 2006. On October 4, 2006, Old Getty Investments was merged with and into New Getty Investments. Upon the consummation of the merger, the existence of Old Getty Investments ceased, New Getty Investments survived and the name of New Getty Investments was changed to Getty Investments L.L.C. Old Getty Investments was formed with the objective of investing in Getty Communications plc (“Getty Communications”). The Issuer was formed on February 9, 1998, when the business of Getty Communications and PhotoDisc, Inc. were combined under a scheme of arrangement and merger.

The members of New Getty Investments are three Getty family trusts (the “New Getty Members”). The New Getty Members are the Cheyne Walk Trust, the Ronald Family Trust A and the Ronald Family Trust B. The New Getty Members own, collectively, 100% of the membership interests of New Getty Investments, with the Cheyne Walk Trust, the Ronald Family Trust A and the Ronald Family Trust B owning 55.2%, 24.4% and 20.4%, respectively. The members of Old Getty Investments were five Getty family trusts (the “Old Getty Members”). The Old Getty Members were the Cheyne Walk Trust, the Ronald Family Trust A, the Ronald Family Trust B, the Orpheus Trust and the Pleiades Trust. The Old Getty Members owned, collectively, 100% of the membership interests of Old Getty Investments, with the Cheyne Walk Trust, the Ronald Family Trust A, the Ronald Family Trust B, the Orpheus Trust and the Pleiades Trust owning 47.4%, 21.0%, 17.6%, 8.0% and 6.0%, respectively.

Prior to July 16, 2003, Transon Ltd. (“Transon”) was a member of Old Getty Investments, holding a 10.71% membership interest. Transon is a nominee company for Sir Paul Getty, who died on April 17, 2003. On July 16, 2003, Old Getty Investments redeemed Transon’s membership interest in full at a redemption price of $30,510,883, representing Transon’s proportionate interest in the Shares owned by Old Getty Investments at the price of $29.60 per share (the price of the publicly traded Shares reported on the New York Stock Exchange at the close of business on April 17, 2003). The redemption of Transon’s membership interest in Old Getty Investments was endorsed by the Old Getty Members, which made additional capital commitments to fund the redemption price to Transon. This redemption did not affect Old Getty Investments’ ownership of the Shares.

Prior to July 1, 2004, the Gordon P. Getty Trust was a member of Old Getty Investments, holding a 14.0% membership interest. Pursuant to an Assignment and Assumption Agreement, dated as of June 30, 2004, the Gordon P. Getty Family Trust transferred and assigned 4/7 of its interest in Old Getty Investments to the Orpheus Trust and 3/7 of its interest in Old Getty Investments to the Pleiades Trust. The Orpheus Trust and the Pleiades Trust are the result of the partitioning of the Gordon P. Getty Trust. This assignment and assumption did not affect Old Getty Investments’ ownership of the Shares.

Old Getty Investments was governed by the Restated Limited Liability Company Agreement of Getty Investments L.L.C., among the Old Getty Members and 525 Investments Limited (a former member of Old Getty Investments and the predecessor in interest to Transon, whose interest in Old Getty Investments was redeemed on July 16, 2003), dated as of February 9, 1998, and amended on October 26, 1999, November 1, 2001, July 1, 2003, October 5, 2003 and July 1, 2004 (the “Old Getty Investments Company Agreement”). The New Getty Investments Company Agreement among the New Getty Members is substantially the same as the Old Getty Investments Company Agreement except for

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differences related to the number of members, the proportionate interests of the members and other changes related thereto.

The New Getty Investments Company Agreement provides that the board of directors of New Getty Investments consists of five directors. Each member (with the Ronald Family Trust A and Ronald Family Trust B being combined for this purpose) can appoint and replace two directors for so long as the member maintains a 10% ownership interest in New Getty Investments. The fifth director is Jonathan Klein for so long as he remains the chief executive officer of the Issuer. In the event Jonathan Klein ceases to be the chief executive officer of the Issuer, the fifth directorship position will be eliminated unless and until a majority in interest of the members votes to appoint a successor to fill such position. Mark Getty will serve as the chairman of the board of New Getty Investments for so long as he serves as a director of New Getty Investments.

Unless otherwise provided in the New Getty Investments Company Agreement, actions by the company are taken by the vote or consent of its board of directors, acting by a simple majority of the total number of directors (i.e., three directors). Notwithstanding the foregoing, any decisions regarding the purchase, sale, disposition, pledge or encumbrance of Shares or other material assets of New Getty Investments requires the advance approval of a majority in interest of the members.

The term of the New Getty Investments Company Agreement, as amended by the First Amendment, ends on October 5, 2008 unless earlier terminated upon the written agreement of members holding a majority of the interests of New Getty Investments.

The directors and executive officer of New Getty Investments are set forth on Schedule I attached hereto. Schedule I sets forth the following information with respect to each such person:

(i) name;

(ii) business address;

(iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and

(iv) citizenship.

During the last five years, neither New Getty Investments nor any person named in Schedule I attached hereto has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 5. Interest in Securities of Issuer

Item 5 is hereby amended in its entirety as follows:

Based on the most recent information available to New Getty Investments, New Getty Investments is deemed to beneficially own the number of Shares and the percentage of outstanding Shares listed in the responses to Items 11 and 13, respectively, on the cover page filed herewith, and such responses are incorporated by reference herein. New Getty Investments does not share voting power or dispositive power with any other person or entity.

The following individuals listed on Schedule I attached hereto are beneficial owners of Shares with respect to which New Getty Investments disclaims beneficial ownership:

Mark H. Getty is the beneficial owner of 16,998 Shares, as well as an additional 446,350 Shares that he may acquire through the Options Settlement, a revocable grantor trust of which he is the sole primary beneficiary, on the exercise of outstanding options that presently are exercisable. He has sole power to vote (or direct the vote of) and sole power to dispose of (or direct the disposition of) all such Shares. He may also be deemed to be the beneficial owner of the following shares: 622,602 Shares held by Abacus (C.I.) Limited as Trustee of The October 1993 Trust; 24,377 shares held by the Cheyne Walk Trust; and 7,313 shares held by the Ronald Family Trust B.

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Jonathan D. Klein is the beneficial owner of 442,900 Shares as well as an additional 878,500 Shares that he may acquire through the exercise of options. He has sole power to vote (or direct the vote of) and sole power to dispose of (or direct the disposition of) all such Shares. He may also be deemed to be the beneficial owner of the following shares: 900 Shares held by his children, for which he disclaims beneficial ownership, and 107,602 Shares held by The Klein Family Trust. On August 9, 2007, Mr. Klein received a restricted stock award that will vest as follows: 27,500 Shares on August 9, 2008; 27,500 Shares on August 9, 2009; 27,500 Shares on August 9, 2010; and 27,500 Shares on August 9, 2011. The restricted stock awarded on August 9, 2007 is also subject to performance targets established by the Compensation Committee of the Issuer. On August 16, 2007, Mr. Klein received a restricted stock unit award that has vested or will vest as follows: 21,875 Shares on August 16, 2008; 21,875 Shares on August 16, 2009; 21,875 Shares on August 16, 2010; and 21,875 Shares on August 16, 2011. The vesting of the restricted stock awarded on August 16, 2007 is subject to performance targets established by the Compensation Committee of the Issuer as well as holding requirements. On August 16, 2007, Mr. Klein exercised an option to purchase 100,000 Shares at a price of $20.91 per share. On August 31, 2007, Mr. Klein exercised an option to purchase 64,500 Shares at a price of $20.91 per share.

Tara G. Getty is the beneficial owner of 1,650 Shares. He has the sole power to vote (or direct the vote of) and sole power to dispose of (or direct the disposition of) all such Shares.

Pierre du Preez is the beneficial owner of no Shares.

Alexander Waibel is the beneficial owner of no Shares.

Jan D. Moehl is the beneficial owner of 23,500 Shares. He shares, with Kathleen W. Moehl, the power to vote (or direct the vote of) and the power to dispose of (or direct the disposition of) all of such Shares.

Except as described herein, neither New Getty Investments nor any party referred to above, has acquired or disposed of, or entered into any other transaction with respect to, any Shares during the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Issuer

Item 6 is hereby amended to include the following:

The Old Getty Members and Old Getty Investments entered into a Fifth Amendment to Restated Limited Liability Company Agreement, dated as of July 1, 2004 (the “Fifth Amendment”). The Fifth Amendment provides for the transfer and assignment by the Gordon P. Getty Trust of 4/7 of its interest in Old Getty Investments to the Orpheus Trust and 3/7 of its interest in Old Getty Investments to the Pleiades Trust and for the assumption of such interests by the Orpheus Trust and the Pleiades Trust. The Fifth Amendment also provides that the Orpheus Trust and the Pleiades Trust are combined for the purpose of being able to appoint and replace two directors on the board of directors of Old Getty Investments for so long as such members maintain a 10% combined ownership interest in Old Getty Investments.

On October 4, 2006, the New Getty Members entered into the New Getty Investments Company Agreement, described in Item 2, which was amended by the First Amendment thereto on September 25, 2007. The First Amendment extended the term of the New Getty Investments Company Agreement to October 5, 2008.

New Getty Investments and Old Getty Investments entered into a merger agreement, dated as of October 4, 2006 (the “Merger Agreement”). Pursuant to the Merger Agreement, Old Getty Investments was merged with and into New Getty Investments. Upon the consummation of the merger, the existence of Old Getty Investments ceased, New Getty Investments survived and the name of New Getty Investments was changed to Getty Investments L.L.C. The interests of the Orpheus Trust and the Pleiades Trust in Old Getty Investments were, by virtue of the merger, cancelled and each of the Orpheus Trust and the Pleiades Trust received the right to its proportionate share of the cash and Shares held by Old Getty Investments immediately prior to the merger, as well as its proportionate share of any actual cash proceeds if and when received by New Getty Investments in respect of any contractual rights or other assets held by Old Getty Investments immediately prior to the merger. The interests of the other Old Getty Members in Old Getty Investments were cancelled without consideration.

Pursuant to the Merger Agreement, New Getty Investments succeeded to and possesses all the assets and property of Old Getty Investments, including the Shares, and all the rights, privileges and powers of Old Getty Investments, including (i) a Stockholders’ Agreement, dated as of February 9, 1998, as amended, among Getty Investments L.L.C., Mark Getty, Jonathan Klein, The October 1993 Trust, Crediton Limited, PDI L.L.C., Mark Torrance and Wade Ballinger (the “Stockholders’ Agreement”), (ii) a Registration Rights Agreement, dated as of February 9, 1998, as amended, between Getty Images, Inc. and Getty Investments L.L.C. (the “Registration Rights Agreement”), (iii) a Getty Investments Indemnity Agreement, dated as of November 22, 1999, among Getty Investments L.L.C., Getty Images, Inc. and the investors named therein (the “Indemnity Agreement”) and (iv) a Restated Option Agreement, dated February 9, 1998, among Getty Investments L.L.C., Getty Images, Inc. and Getty Communications plc (the “Option Agreement”).

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The foregoing descriptions of the Fifth Amendment, the New Getty Investments Company Agreement and the Merger Agreement are qualified in their entirety by reference to such agreements, copies of which were attached to Amendment 4 to this Schedule 13D, filed on October 4, 2006, as Exhibits 1, 2 and 3, respectively. Each of the Old Getty Investments Company Agreement, including amendments through October 5, 2003, the Stockholders' Agreement, the Registration Rights Agreement, the Indemnity Agreement and the Option Agreement is described in and filed with the original 13D or in amendments thereto. The First Amendment to the New Getty Investments Company Agreement is qualified in its entirety by reference to such amendment, a copy of which is attached hereto as Exhibit 1.

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Item 7. Materials To Be Filed As Exhibits

Description	Exhibit Number

First Amendment, dated as of September 25, 2007, to Limited Liability Company Operating Agreement of Getty Investments L.L.C., dated as of October 4, 2006, among the Cheyne Walk Trust, the Ronald Family Trust A, and the Ronald Family Trust B	1

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

September 28, 2007

Date

/s/ Jan D. Moehl

Signature

Jan D. Moehl / Officer

(Name/Title)

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Schedule I is hereby amended and restated as follows:

SCHEDULE I

The name and present principal occupation of each of the executive officers and directors of Getty Investments, L.L.C. are set forth below. Unless otherwise noted, each of these persons is a United States citizen. Their respective business addresses are set forth below.

NAME	POSITION WITH GETTY	PRINCIPAL OCCUPATION
	INVESTMENTS

Mark H. Getty	Chairman of the Board,	Chairman of the Board of Getty
(Irish citizenship)	Director	Images, Inc.
		601 N. 34^thStreet
		Seattle, WA 98103

Jonathan D. Klein	Director	Chief Executive Officer of Getty Images, Inc.
(United Kingdom citizenship)		601 N. 34^thStreet
		Seattle, WA 98103

Tara G. Getty	Director	President
(Irish citizenship)		Zuka Holdings LLC
		5390 Kietzke Lane, Suite 202
		Reno, NV 89511

Alexander Waibel	Director	Executive Director
(Austrian citizenship)		BMD Textiles (Pty) Ltd.
		108 De Waal Road
		Diep River
		7800 Cape
		Republic of South Africa

Pierre du Preez	Director	Assistant Vice President
(South African citizenship)		GFT LLC
		5390 Kietzke Lane, Suite 202
		Reno, NV 89511

Jan D. Moehl	Officer	Chief Investment Officer
		Sutton Place Limited
		5390 Kietzke Lane, Suite 202
		Reno, NV 89511

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Description	Exhibit Number

First Amendment, dated as of September 25, 2007 to Limited Liability Company Operating Agreement of Getty Investments L.L.C., dated as of October 4, 2006, among the Cheyne Walk Trust, the Ronald Family Trust A, and the Ronald Family Trust B	1

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EX-1 2 dp06987_ex1.htm

Exhibit 1

FIRST AMENDMENT

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

GETTY INVESTMENTS L.L.C.

THIS FIRST AMENDMENT TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Amendment”) of Getty Investments L.L.C., a Delaware limited liability company (the “Company”), is made as of September 25, 2007 among the following parties:

(1)

THE CHEYNE WALK TRUST, whose registered office is located at 5390 Kietzke Lane, Suite 202, Reno, 89511 (“CWT”);

(2)

THE RONALD FAMILY TRUST A, whose registered office is located at 1325 Airmotive Way, Suite 340, Reno, Nevada 89502 (“RFTA”); and

(3)

THE RONALD FAMILY TRUST B, whose registered office is located at 5390 Kietzke Lane, Suite 202, Reno, Nevada 89511 (“RFTB”).

WHEREAS,

(A)

The parties have entered into the Limited Liability Operating Agreement, dated as of October 4, 2006 (the “Operating Agreement”), pursuant to which the affairs of the Company (formerly known as Getty Investments Continuation L.L.C.), are governed.

(B)

Pursuant to an Agreement and Plan of Merger, dated as of October 4, 2006, between Getty Investments L.L.C., a Delaware limited liability company (“Former Getty Investments”), and the Company, Former Getty Investments merged with and into the Company, and effective upon the merger the Company changed its name from “Getty Investments Continuation L.L.C” to “Getty Investments L.L.C.”

(C)

Pursuant to the terms of the Operating Agreement, the term of the Company is scheduled to expire on October 5, 2007.

(D)

The Members, representing all of the Interests, wish to amend the Operating Agreement to extend the term of the Company for an additional twelve months.

IT IS AGREED as follows:

1.	Definitions. All expressions defined in the Operating Agreement shall bear the same meanings in this Amendment. All references to the term “Articles” in this Amendment shall mean and refer to the Articles in the Operating Agreement.

2.	Amendment to Term of the Operating Agreement. In Article 2.3 of the Operating Agreement, the date “October 5, 2007” is hereby deleted and replaced with the date “October 5, 2008”. References in the Operating Agreement to the fixed term or duration shall mean

the period ending on “October 5, 2008”.

Full Force and Effect. Except as modified by this Amendment, the terms and conditions of the Operating Agreement shall remain in full force and effect. This Amendment is intended to constitute an amendment by all Members in accordance with Article 12 of the Operating Agreement and upon full execution shall be kept with the constitutional documents of the Company.

Representative Capacity. It is acknowledged and agreed that: (a) the trustees of each of CWT, RFTA, and RFTB are entering into this Amendment in their respective capacities as trustees only and not in their individual capacities; (b) such trustees shall have no personal liability under or arising out of this Amendment or the transactions contemplated hereby; and (c) all payments to be made by CWT, RFTA, or RFTB as contemplated by this Amendment or the Operating Agreement shall be made from the assets of their respective trusts and not from the personal assets of any of such trustees individually.

5.	Successors and Assigns. This Amendment shall be binding upon the parties hereto and their respective successors and permitted assigns.

6.	Governing Law. This Amendment shall be governed and construed and interpreted in accordance with the laws of the State of Delaware, without regard to choice of law provisions.

7.	Counterparts. This Amendment may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same document.

[Signatures contained on the following pages]

IN WITNESS WHEREOF, this Amendment has been executed by a duly authorized representative of each of the parties hereto as of the day and year first above written.

		The Cheyne Walk Trust Remainderman Ltd., its Trustee By: /s/ Stephen Lopez Bowlan Stephen Lopez-Bowlan President

		The Ronald Family Trust A By: /s/ Thomas Edwin Woodhouse Thomas Edwin Woodhouse Trust Administrator

		The Ronald Family Trust B Remainderman Ltd., its Trustee By: /s/ Stephen Lopez Bowlan Stephen Lopez-Bowlan President

		GFT LLC, its Trustee By: /s/ Stephen Lopez Bowlan Stephen Lopez-Bowlan Administrative Vice President

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