Transaction Valuation:
|
$6,000,000 (approximately 5% of 4/30 NAV) (a)
|
Amount of Filing Fee:
|
$604.20 (b)
|
(a) | Calculated as the aggregate maximum value of Units being purchased. |
(b) | Calculated at $100.70 per $1,000,000 of the Transaction Valuation. |
[ ] | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid:
|
|
Form or Registration No.:
|
|
Filing Party:
|
|
Date Filed:
|
[ ] | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
[ ] | third-party tender offer subject to Rule 14d-1. |
[X] | issuer tender offer subject to Rule 13e-4. |
[ ] | going-private transaction subject to Rule 13e-3. |
[ ] | amendment to Schedule 13D under Rule 13d-2. |
ITEM 1. | SUMMARY TERM SHEET. |
· | Hatteras Core Alternatives Institutional Fund, L.P. (the “Fund”) is offering to purchase Units (as defined below) in the Fund (the “Offer”) in an amount up to approximately 5.00% of the net assets of the Fund (or $6,000,000 as of April 30, 2016) from partners of the Fund (the “Partners”) at their net asset value (that is, the value of the Fund’s total assets minus its total liabilities, including accrued fees and expenses, multiplied by the proportionate interest in the Fund a Partner desires to tender, after giving effect to all allocations, including any incentive allocation) calculated as of the Repurchase Date (as defined below), less any Repurchase Fee (as defined below) due to the Fund in connection with the repurchase. As used in this Schedule TO, the term “Unit” or “Units” refers to the limited partnership units in the Fund or fractions thereof that constitute the class, including fractions of Units, of security that is the subject of the Offer, and includes all or some of a Partner’s Units as the context requires. Partners that desire to tender Units for purchase must do so by 11:59 PM, Eastern Time on July 15, 2016 (the “Initial Notice Due Date”), subject to any extension of the Offer made in the absolute discretion of the Fund’s Board of Directors. The later of the Initial Notice Due Date or the latest time and date that the Fund designates as the deadline and expiration date for Partners to tender Units for purchase is called the “Notice Due Date,” and is the date upon which the Offer expires. The net asset value of Units will be calculated for this purpose as of September 30, 2016, or at a later date determined by the Fund if the Offer is extended (in each case, the “Repurchase Date”). |
· | The Fund reserves the right to adjust the Repurchase Date to correspond with any extension of the Offer. The Fund will review the net asset value calculation of the Units during the Fund’s audit for the fiscal year ending on or after the Repurchase Date, which the Fund expects will be completed within 60 days of the fiscal year-end, and that net asset value will be used to determine the final amount paid for tendered Units. Since the Fund’s fiscal year ending on or after the Repurchase Date is March 31, 2017, the Fund expects that the audit will be completed by the end of May 2017. |
· | A Partner may tender all its Units or some of its Units. If a Partner tenders some of its Units in an amount that would cause the Partner’s remaining Units to have a NAV of less than $25,000, Hatteras Funds, LP (the “General Partner”) reserves the right to reduce the amount to be repurchased from the Partner so that the required minimum account balance is maintained or to repurchase the remainder of the Partner’s Units in the Fund. See Item 4(a)(1)(ii). |
· | A Partner who tenders Units prior to holding such Units for 12 consecutive months may be subject to a “Repurchase Fee” payable to the Fund equal to 2.00% of the amount requested to be purchased, to be netted against withdrawal proceeds. |
· | If a Partner tenders its Units and the Fund purchases those Units, the Fund will issue the Partner a non-interest bearing, non-transferable promissory note (the “Note”) entitling the Partner to receive an amount equal to the unaudited net asset value of the Units tendered (valued in accordance with the Fund’s Amended and Restated Agreement of Limited Partnership dated as of July 29, 2015 (as it may be amended, modified or otherwise supplemented from time to time, the “Partnership Agreement”)) determined as of the Repurchase Date. |
· | The Note will entitle the Partner to receive an initial payment in cash (valued according to the Partnership Agreement) equal to at least 95% (100% in the case of a Partner that tenders less than all of its Units) of the unaudited net asset value of the Units tendered by the Partner that is accepted for purchase by the Fund (the “Initial Payment”). The Fund may take up to 90 days after the Repurchase Date to make the Initial Payment. |
· | In the case of a Partner that tenders all of its Units, the Note will also entitle the Partner to receive a contingent payment (the “Post‑Audit Payment”) equal to the excess, if any, of (1) the net asset value of the Units tendered and purchased as of the Repurchase Date (as it may be adjusted based upon the next annual audit of the Fund’s financial statements), less any Repurchase Fee due to the Fund in connection with the repurchase, over (2) the Initial Payment. The Post-Audit Payment will be payable promptly after the completion of the Fund’s next annual audit. Final adjustments of payments in connection with the repurchased Units generally will be made promptly after the completion of the annual audit of the Fund. Proceeds of the Initial Payment and the Post-Audit Payment, if applicable, will be wire-transferred directly to an account designated by the Partner. The Note will be held by UMB Fund Services, Inc. (referred to herein as “UMBFS” or the “Administrator”) on the Partner’s behalf. Upon a written request by a Partner to UMBFS, UMBFS will mail the Note to the Partner at the address of the Partner as maintained in the books and records of the Fund. See Item 4(a)(1)(ii). |
· | Units will be repurchased on a “first in-first out” basis (i.e., the portion of the Units repurchased will be deemed to have been taken from the earliest capital contribution made by such Partner (adjusted for subsequent appreciation and depreciation) until that capital contribution is decreased to zero, and then from each subsequent capital contribution made by such Partner (as adjusted) until such capital contribution is decreased to zero). |
· | The Offer is being made to all Partners of the Fund and is not conditioned on any minimum number of Units being tendered. If the Fund accepts the tender of the Partner’s Units, the Fund will make payment for Units it purchases from one or more of the following sources: cash on hand, proceeds from the sale of a portion of the Fund’s interest in the Master Fund (as defined below), or borrowings. The purchase amount will be paid entirely in cash, less any Repurchase Fee due to the Fund in connection with the repurchase. See Item 4(a)(1)(ii). |
· | Partners that desire to tender Units for purchase must do so by 11:59 PM, Eastern Time, on July 15, 2016 (or if the Offer is extended, by any later Notice Due Date), at which time the Offer is scheduled to expire. Until the Notice Due Date, Partners have the right to change their minds and withdraw any tenders of their Units. Units withdrawn may be re-tendered, however, provided that such tenders are made before the Notice Due Date by following the tender procedures described herein. If the Fund has not yet accepted a Partner’s tender of Units on or prior to August 12, 2016 (i.e., the date 40 business days from the commencement of the Offer), a Partner will also have the right to withdraw its tender of its Units after such date. See Item 4(a)(1)(vi). |
· | If a Partner would like the Fund to purchase all or some of its Units, it should complete, sign and either (i) mail or otherwise deliver a Letter of Transmittal to Hatteras Core Alternatives Funds, c/o UMB Fund Services, Inc. at 235 W. Galena St., Milwaukee, Wisconsin 53212-3948, Attention: Tender Offer Administrator; or (ii) fax it to UMBFS at (816) 860-3138, Attention: Tender Offer Administrator, so that it is received before 11:59 PM, Eastern Time, on July 15, 2016. See Item 4(a)(1)(vii). The value of the Units may change between April 30, 2016 (the last time prior to the date of this filing as of which net asset value was calculated) and the Repurchase Date, the date as of which the value of the Units being purchased will be determined. See Item 2(b). Partners desiring to obtain the estimated net asset value of their Units, which the Fund will calculate from time to time based upon the information the Fund receives from the portfolio managers of the investment funds in which it invests, may contact UMBFS, at (800) 504-9070 or at the address listed on the first page of the Letter of Transmittal, Monday through Friday, except holidays, during normal business hours of 9:00 a.m. to 5:00 p.m. (Eastern Time). |
ITEM 2. | ISSUER INFORMATION. |
ITEM 3. | IDENTITY AND BACKGROUND OF FILING PERSON. |
ITEM 4. | TERMS OF THE TENDER OFFER. |
ITEM 5. | PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. |
ITEM 6. | PURPOSES OF THIS TENDER OFFER AND PLANS OR PROPOSALS. |
ITEM 7. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
ITEM 8. | INTEREST IN SECURITIES OF THE ISSUER. |
ITEM 9. | PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED. |
ITEM 10. | FINANCIAL STATEMENTS. |
ITEM 11. | ADDITIONAL INFORMATION. |
(a) | (1) None. |
(b) | None. |
ITEM 12. | EXHIBITS. |
A. | Cover Letter to Offer to Purchase and Letter of Transmittal. |
B. | Offer to Purchase. |
C. | Form of Letter of Transmittal. |
D. | Form of Notice of Withdrawal of Tender. |
E. | Forms of Letters from the Fund to Partners in connection with the Fund’s acceptance of tenders of Units. |
HATTERAS CORE ALTERNATIVES INSTITUTIONAL FUND, L.P.
|
||||
By:
|
/s/ David B. Perkins | |||
Name: |
David B. Perkins
|
|||
Title: |
President and Chairman of the Board of Directors
|
|||
HATTERAS FUNDS, LP
|
||||
as General Partner
|
||||
By:
|
/s/ David B. Perkins | |||
Name: |
David B. Perkins
|
|||
Title: |
Managing Member
|
A | Cover Letter to Offer to Purchase and Letter of Transmittal. |
B | Offer to Purchase. |
C | Form of Letter of Transmittal. |
D | Form of Notice of Withdrawal of Tender. |
E
|
Forms of Letters from the Fund to Partners in connection with the Fund’s acceptance of tenders of Units.
|
1.
|
Summary Term Sheet
|
1
|
2.
|
Background and Purpose of the Offer
|
2
|
3.
|
Offer to Purchase and Price
|
3
|
4.
|
Amount of Tender
|
3
|
5.
|
Procedure for Tenders
|
4
|
6.
|
Withdrawal Rights
|
5
|
7.
|
Purchases and Payment
|
5
|
8.
|
Certain Conditions of the Offer
|
6
|
9.
|
Certain Information About the Fund
|
6
|
10.
|
Certain Federal Income Tax Consequences
|
7
|
11.
|
Miscellaneous
|
7
|
1. | SUMMARY TERM SHEET |
· | The Fund (referred to as “we”, “us” or the “Fund” in this Summary Term Sheet) is offering to purchase Units in an amount up to approximately 5.00% of the net assets of the Fund (or $6,000,000 as of April 30, 2016). We will purchase your Units at their net asset value (that is, the value of the Fund’s total assets minus its total liabilities, including accrued fees and expenses, multiplied by the proportionate number of Units in the Fund you desire to tender, after giving effect to all allocations, including any incentive allocation) calculated as of the Repurchase Date, less any Repurchase Fee (defined below) due to the Fund in connection with the repurchase. The net asset value of Units will be calculated for this purpose as of September 30, 2016 or, if the Offer is extended, as of any later Repurchase Date. The Offer will remain open until 11:59 PM, Eastern Time, on July 15, 2016 (or if the Offer is extended, until any later Notice Due Date), at which time the Offer is scheduled to expire. |
· | The Fund reserves the right to adjust the Repurchase Date to correspond with any extension of the Offer. The Fund will review the net asset value calculation of the Units during the Fund’s audit for the fiscal year ending on March 31, 2017, which the Fund expects will be completed within 60 days of the fiscal year-end, and that net asset value will be used to determine the final amount paid for tendered Units. Since the Fund’s fiscal year ending on or after the Repurchase Date is March 31, 2017, the Fund expects that the audit will be completed by the end of May 2017. |
· | A Partner may tender all or some of its Units. If a Partner tenders some of its Units in an amount that would cause the Partner’s remaining Units to have a net asset value of less than $25,000, the General Partner reserves the right to reduce the amount to be repurchased from the Partner so that the required minimum account balance is maintained or to repurchase the remainder of the Partner’s Units in the Fund. See Section 4. |
· | A Partner who tenders Units prior to holding such Units for 12 consecutive months may be subject to a “Repurchase Fee” payable to the Fund equal to 2.00% of the amount requested to be purchased, to be netted against withdrawal proceeds. |
· | If you tender your Units and we purchase those Units, we will issue you a non-interest bearing, non-transferable promissory note (the “Note”) entitling you to an amount equal to the net asset value of the Units tendered (valued in accordance with the Partnership Agreement) determined as of September 30, 2016 (or if the Offer is extended, the net asset value determined on the Repurchase Date), less any Repurchase Fee due to the Fund in connection with the repurchase. |
· | The Note will entitle you to an initial payment in cash (valued according to the Partnership Agreement) equal to at least 95% (100% in the case of a Partner tendering less than all its Units) of the unaudited net asset value of the Units, less any Repurchase Fee due to the Fund in connection with the repurchase (the “Initial Payment”). The Fund may take up to 90 days after the Repurchase Date to make the Initial Payment. |
· | In the case of a Partner tendering all of its Units, the Note will also entitle the Partner to receive a contingent payment (the “Post‑Audit Payment”) equal to the excess, if any, of (1) the net asset value of the Units tendered and purchased as of the Repurchase Date (as it may be adjusted based upon the next annual audit of the Fund’s financial statements), less any Repurchase Fee due to the Fund in connection with the repurchase, over (2) the Initial Payment. The Post‑Audit Payment will be payable promptly after the completion of the Fund’s next annual audit. The Note will be held by UMB Fund Services, Inc. (referred to herein as “UMBFS” or the “Administrator”) on your behalf. Upon a written request by you to UMBFS, UMBFS will mail the Note to you at the address for you as maintained in the books and records of the Fund. See Section 7. |
· | If we accept the tender of your Units, we will pay you the proceeds from one or more of the following sources: cash on hand, proceeds from the sale of a portion of the Fund’s interest in the Master Fund or borrowings. The purchase amount will be paid entirely in cash. See Section 7. |
· | If you desire to tender Units for purchase, you must do so by 11:59 PM, Eastern Time, on July 15, 2016 (or if the Offer is extended, by any later Notice Due Date), at which time the Offer is scheduled to expire. Until that time, you have the right to change your mind and withdraw any tenders of your Units. Units withdrawn may be re‑tendered, however, provided that such tenders are made before the Notice Due Date by following the tender procedures described herein. If the Fund has not yet accepted your tender of Units on or prior to August 12, 2016(i.e., the date 40 business days from the commencement of the Offer), you will also have the right to withdraw the tender of your Units after such date. See Section 6. |
· | If you would like us to purchase your Units, you should complete, sign and either (i) mail or otherwise deliver the Letter of Transmittal, enclosed with the Offer, to Hatteras Core Alternatives Funds, c/o UMB Fund Services, Inc. at 235 W. Galena St., Milwaukee, Wisconsin 53212-3948, Attention: Tender Offer Administrator; or (ii) fax it to UMBFS at (816) 860-3138, Attention: Tender Offer Administrator, so that it is received before 11:59 PM, Eastern Time, on July 15, 2016. See Section 5. The value of your Units may change between April 30, 2016 (the last time net asset value was calculated) and the Repurchase Date when the value of the Units being purchased will be determined. See Section 3. |
· | As of April 30, 2016, the net asset value of the Fund was $111,782,130. If you would like to obtain the estimated net asset value of your Units, which we calculate from time to time, based upon the information we receive from the managers of the investment funds in which we invest, you may contact the Tender Offer Administrator at UMBFS at (800) 504-9070 or at the address listed on the cover page of the Letter of Transmittal, Monday through Friday, except holidays, during normal business hours of 9:00 a.m. to 5:00 p.m. (Eastern Time). See Section 3. |
2. | BACKGROUND AND PURPOSE OF THE OFFER. |
3. | OFFER TO PURCHASE AND PRICE. |
4. | AMOUNT OF TENDER. |
5. | PROCEDURE FOR TENDERS. |
6. | WITHDRAWAL RIGHTS. |
7. | PURCHASES AND PAYMENT. |
8. | CERTAIN CONDITIONS OF THE OFFER. |
9. | CERTAIN INFORMATION ABOUT THE FUND. |
10. | CERTAIN FEDERAL INCOME TAX CONSEQUENCES. |
11. | MISCELLANEOUS. |
FAX OR MAIL TO:
HATTERAS CORE ALTERNATIVES FUNDS
Attention: Tender Offer Administrator
c/o UMB Fund Services
235 W. Galena St.
Milwaukee, WI 53212-3948
|
FAX: (816) 860-3138
Attention: Tender Offer Administrator
FOR ADDITIONAL INFORMATION:
PHONE: (800) 504-9070
|
[ ] Hatteras Core Alternatives Fund, L.P.
[ ] Hatteras Core Alternatives TEI Fund, L.P.
|
[ ] Hatteras Core Alternatives Institutional Fund, L.P.
[ ] Hatteras Core Alternatives TEI Institutional Fund, L.P.
|
Hatteras Account #:
|
|
Full Account Registration Line 1:
|
|
Full Account Registration Line 2:
|
|
Telephone Number:
|
|
Advisor Firm Name:
|
|
Advisor Rep Name
|
|
Advisor Telephone Number:
|
|
FOR CUSTODIAL ACCOUNTS ONLY (IRA, 401k, ETC.)
|
|
Custodial Account #:
|
|
Custodian Name:
|
|
Custodian Address:
|
|
Custodian City, State, Zip:
|
|
Custodian Telephone Number:
|
Bank Name:
|
|
ABA Routing Number:
|
|
For Credit to:
|
|
Name(s) on Bank Account:
|
|
Bank Account Number:
|
|
For Further Credit to:
|
|
Name(s) on Investors Account:
|
|
Investor Account Number at Broker:
|
Signature
|
Print Name of Authorized Signatory (and Title if applicable)
|
Date |
Signature
|
Print Name of Authorized Signatory (and Title if applicable)
|
Date |
Signature
|
Print Name of Authorized Signatory (and Title if applicable)
|
Date |
|
Hatteras Account #:
|
[ ] Hatteras Core Alternatives Fund, L.P.
[ ] Hatteras Core Alternatives TEI Fund, L.P.
|
[ ] Hatteras Core Alternatives Institutional Fund, L.P.
[ ] Hatteras Core Alternatives TEI Institutional Fund, L.P.
|
[ ] | A portion of the undersigned’s limited partnership units expressed as a specific dollar value or number of units. |
FAX OR MAIL TO:
HATTERAS CORE ALTERNATIVES FUNDS
c/o UMB Fund Services
235 W. Galena St.
Milwaukee, WI 53212-3948
Attention: Tender Offer Administrator
|
FAX: (816) 860-3138
Attention: Tender Offer Administrator
FOR ADDITIONAL INFORMATION:
PHONE: (800) 504-9070
|
FOR INDIVIDUAL INVESTORS AND JOINT TENANTS:
|
FOR OTHER INVESTORS:
|
|
Signature
(SIGNATURE OF OWNER(S) EXACTLY AS APPEARED ON SUBSCRIPTION AGREEMENT) |
Print Name of Investor
|
|
Print Name of Investor
|
Signature
(SIGNATURE OF OWNER(S) EXACTLY AS APPEARED ON SUBSCRIPTION AGREEMENT) |
|
Joint Tenant Signature if necessary (SIGNATURE OF OWNER(S) EXACTLY AS APPEARED ON SUBSCRIPTION AGREEMENT)
|
Print Name of Signatory and Title
|
|
Print Name of Joint Tenant
|
Co-signatory if necessary (SIGNATURE OF OWNER(S) EXACTLY AS APPEARED ON SUBSCRIPTION AGREEMENT)
|
|
Print Name and Title of Co-signatory
|
||
Date:______________
|
-8ED\'ZIN[0,10!\9Q?<_$TXNT95T.&!'--B^[^)HE^[^(H&?
M:'A!B_A'2V8Y)MUS4GB:-Y- NP@R1$Q_2J?@69I?!^F[@/E@4#%:NL G1;T#
MG,+_ ,J!'Q,__'Q./^FK?SI*?<(T=Y<*ZE6\UN#]33*!A12$@=37:>$OASJO
MBA1BVEA1I%*S.VU0G.[C')/RX.1C!X.> #C.IP 23V S7=^#?A;K/BAH[F6)
MK:P//F$?>_"O<_"GPLT'PU$K&W6ZN.I>90Q!]J[A$2-0J*%4= !B@1R?A/X>
M:)X4AS;6RO<-]^5NYU*Z>5F.<9
MP!0!Z7XV^-=YJ,KV>@YAMQP9_P"_^%>2W%Q/=SM-.%UNKOHL2GJ?K0!W5W>VUE"TMQ,D:*,DL:\;\:?&^VMW>S\/CSV
M&09NF#]*\I\4>/=;\57#M
5(?&%F[G"
MY'\Z^P[0AK.$CH4'\J!'GWQEC=_"?R(6P
)?#US838PRD@X[@5\A:MIEQH^IS6=S&496.T'N,T 6/#>M3:!KMM
M>Q2%$5QYN.ZU]?>'=
C1MD5:H **** "BBB@ HHHH **** "BBB@
MHHHH **** "BBB@ IKNL:%W8*H&23VK \2>,]'\,PDWMT@FQD1!OF/X5X!XS
M^+VK>('DM=/8VMEG 9>'/UH ];\9?%O1_#:-!;,+J[(PHCY"GWKP7Q/XYU;Q
M(RM+>S*CJ3+"!M53N/ Y.X8VG)QR2,<9/+N[RR&21R[GJS=324#$ ' Q2T4
M4 ':BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HIT,4MS,(;>-I93T1!D
MFNW\-?"?Q'X@(=X#9PYY\\%21[4 <,/F<*O+'@ =ZZGP_P##SQ%XCDQ!9O;Q
M_P#/292 ?I7OGA?X1:#H*1R3Q?:IU')E (!]J[^&&*WB$4**B#HJC % CRWP
MG\%-*T@I/J?^E3CED;YDS7IUI96UA"(;6!(8QT5!@4R^U.RTR(RWUU%!&/XI
M&P*\M\6?&_3M-\RVTA/M-Q_#)U2@#U:[O+>QA,US,D48_B
'-<\R:*W%O=O_ ,M0>!^%
M>/\ B+X,>(M&9FL5-_ O)<87 ^E?0VA^+=%\0VJ7&GWL;JW3)P?UK:^5AV(-
M 'PY<6\]K,T-Q"\;J<$,I%1U]BZ[X(T'Q#$4OK)&)[KQ_*O'?%'P*O+7S+C0
MYO.7JL&,?K0!XY15[5-%U/1;DV^H6)
M!XLU8#@"X:J$4LD$GF02-&_]Y3@T ?;T=W;RJ&CF1@>A!ZU/7Q0GB+78@!'K
M%X@'0"0\5-_PEGB7_H/W_P#W]- 'VC17Q=_PEGB7_H/W_P#W]-7K3Q_XGM(R
M@U6XER>LDA)H ^PZ*^0_^%E>*/\ G_D_[[-'_"R?%&/^0A)_WV: /KRBOD&7
MXC>)Y8FC.HRKN&-RN
.BW0(S^
M[;K]#7Q;<_\ (1O/^NS?SH CHHHH&%=)\/K;[9XVLX< Y.>?K7-UV7PGB:;X
MCV*K@'!ZT ?6-LNRVB3T4"I:11A #V%+0(**** "BBB@ HHHH **** "BBB@
M HHHH **** "BBB@ HHK/UK5+?1]*GO+F01HB'DG'..* /.?C)XT_L721IUG
M*!>2'YES_":^;>K,QZLA]T?2EI!]T?2EH&%(?NGZ4M(?NGZ4 ?2/P _Y$>;_ *[G^M>L5Y/\
M /\ D1YO^NY_K7K% @HHHH **** "BBB@ HHHH **** "BBB@ HHHH ****
M"BBB@ KPOX^_\>D7^\/Z5[I7A?Q]_P"/2+_>']* /"AT%+2#H*6@84?QK_O"
MBC^-?]X4 ?57PD_Y%$?[U=]7 _"3_D41_O5WU @HHHH **** "BBB@ HKS'X
MM>.;KPO9Q0Z==B*[F'RD#-<9\-/B5XFU[Q7;Z5J-X94DY+; ,4 ?0-%(,@7X2^&)4V
M_90ONJB@1Y_X2^-^L:MK]KIVHVUL%N'"*8EZ5[W7GUC\'_#VGZG;7\!F$MNV
MY>F":]!H **** "BBB@#RCXI_$W5/!MW9P:9! _FYWF85YA&[Q3XYSF9R:Z&S^._B:"53)%:/'_
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ME:=ML*F1O1>:^Q_^$&\+_P#0!L?^_0J6'P=X