COMPUGEN LTD — Major Shareholding Notification 2002

Feb 13, 2002

SC 13G/A 1 j2798_sc13ga.htm SC 13G/A Schedule 13G - Form - revised to 10/15/97 bulletin

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G

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

Compugen Ltd.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

M25722105

(CUSIP Number)

December 31, 2001

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
ý	Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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).

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| CUSIP No. M25722105 — 1. | Names of Reporting Persons. I.R.S.

Identification Nos. of above persons (entities only) U.S. Venture Partners V, L.P. (“USVP V”) | | | --- | --- | --- | | 2. | Check the Appropriate Box if a

Member of a Group (See Instructions) | | | | (a) | o | | | (b) | ý | | 3. | SEC Use Only | | | 4. | Citizenship or Place of

Organization Delaware | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 1,028,275 shares, except that Presidio Management Group V, L.L.C.

(“PMG V”), the general partner of USVP V, may be deemed to have

sole voting power with respect to such shares, and

Irwin Federman (“Federman”),

Jason E. Green (“Green”), Steven M. Krausz (“Krausz”),

Stuart G. Phillips (“Phillips”),

Jonathan D. Root (“Root ”) and

Philip M. Young (“Young”), the managing members of PMG V,

may be deemed to have a shared voting power with respect to such shares. | | | 6. | Shared Voting Power See response to row 5. | | | 7. | Sole Dispositive Power 1,028,275 shares, except PMG V, the general partner of USVP V, may

be deemed to have sole dispositive power with respect to such shares, and

Federman, Green, Krausz, Phillips, Root and Young, the managing members of

PMG V, may be deemed to have a shared dispositive power with respect to

such shares. | | | 8. | Shared Dispositive

Power See response to row 7. | | 9. | Aggregate Amount Beneficially Owned

by Each Reporting Person 1,028,275 | | | 10. | Check if the Aggregate Amount in

Row (9) Excludes Certain Shares (See Instructions) o | | | 11. | Percent of Class Represented by

Amount in Row (9) 4.0% | | | 12. | Type of Reporting Person (See

Instructions) PN | |

2

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| CUSIP No. M25722105 — 1. | Names of Reporting Persons. I.R.S.

Identification Nos. of above persons (entities only) USVP V International, L.P. (“V Int’l”) | | | --- | --- | --- | | 2. | Check the Appropriate Box if a

Member of a Group (See Instructions) | | | | (a) | o | | | (b) | ý | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization Cayman Islands | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 57,112 shares, except that PMG V, the general partner of V Int’l,

may be deemed to have sole voting power with respect to such shares, and

Federman, Green, Krausz, Phillips, Root and Young, the managing members of

PMG V, may be deemed to have shared voting power with respect to such

shares. | | | 6. | Shared Voting Power See response to row 5. | | | 7. | Sole Dispositive Power 57,112 shares, except that PMG V, the general partner of V Int’l,

may be deemed to have sole dispositive power with respect to such shares, and

Federman, Green, Krausz, Phillips, Root and Young, the managing members of

PMG V, may be deemed to have shared dispositive power with respect to

such shares. | | | 8. | Shared Dispositive

Power See response to row 7. | | 9. | Aggregate Amount Beneficially Owned

by Each Reporting Person 57,112 | | | 10. | Check if the Aggregate Amount in

Row (9) Excludes Certain Shares (See Instructions) o | | | 11. | Percent of Class Represented by

Amount in Row (9) 0.2% | | | 12. | Type of Reporting Person (See

Instructions) PN | |

3

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| CUSIP No. M25722105 — 1. | Names of Reporting Persons. I.R.S.

Identification Nos. of above persons (entities only) USVP V Entrepreneur Partners, L.P. (“EP V”) | | | --- | --- | --- | | 2. | Check the Appropriate Box if a

Member of a Group (See Instructions) | | | | (a) | o | | | (b) | ý | | 3. | SEC Use Only | | | 4. | Citizenship or Place of

Organization Delaware | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 25,150 shares, except that PMG V, the general partner of EP V, may be

deemed to have sole voting power with respect to such shares, and Federman,

Green, Krausz, Phillips, Root and Young, the managing members of PMG V,

may be deemed to have shared voting power with respect to such shares. | | | 6. | Shared Voting Power See response to row 5. | | | 7. | Sole Dispositive Power 25,150 shares, except that PMG V, the general partner of EP V, may be

deemed to have sole dispositive power with respect to such shares, and

Federman, Green, Krausz, Phillips, Root and Young, the managing members of

PMG V, may be deemed to have shared dispositive power with respect to

such shares. | | | 8. | Shared Dispositive

Power See response to row 7. | | 9. | Aggregate Amount Beneficially Owned

by Each Reporting Person 25,150 | | | 10. | Check if the Aggregate Amount in

Row (9) Excludes Certain Shares (See Instructions) o | | | 11. | Percent of Class Represented by Amount

in Row (9) 0.1% | | | 12. | Type of Reporting Person (See

Instructions) PN | |

4

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| CUSIP No. M25722105 — 1. | Names of Reporting Persons. I.R.S.

Identification Nos. of above persons (entities only) 2180 Associates Fund V, L.P. (“2180 V”) | | | --- | --- | --- | | 2. | Check the Appropriate Box if a

Member of a Group (See Instructions) | | | | (a) | o | | | (b) | ý | | 3. | SEC Use Only | | | 4. | Citizenship or Place of

Organization Delaware | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 31,963 shares, except that PMG V, the general partner of 2180 V,

may be deemed to have sole voting power with respect to such shares, and

Federman, Green, Krausz, Phillips, Root and Young, the managing members of

PMG V, may be deemed to have shared voting power with respect to such

shares. | | | 6. | Shared Voting Power See response to row 5. | | | 7. | Sole Dispositive Power 31,963 shares, except that PMG V, the general partner of 2180 V,

may be deemed to have sole dispositive power with respect to such shares, and

Federman, Green, Krausz, Phillips, Root and Young, the managing members of

PMG V, may be deemed to have shared dispositive power with respect to

such shares. | | | 8. | Shared Dispositive

Power See response to row 7. | | 9. | Aggregate Amount Beneficially Owned

by Each Reporting Person 31,963 | | | 10. | Check if the Aggregate Amount in

Row (9) Excludes Certain Shares (See Instructions) o | | | 11. | Percent of Class Represented by

Amount in Row (9) 0.1% | | | 12. | Type of Reporting Person (See

Instructions) PN | |

5

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| CUSIP No. M25722105 — 1. | Names of Reporting Persons. I.R.S.

Identification Nos. of above persons (entities only) Presidio Management Group V, L.L.C. (“PMG V”) | | | --- | --- | --- | | 2. | Check the Appropriate Box if a

Member of a Group (See Instructions) | | | | (a) | o | | | (b) | ý | | 3. | SEC Use Only | | | 4. | Citizenship or Place of

Organization Delaware | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 1,142,500 shares, of which 1,028,275 are directly owned by USVP V,

57,112 are directly owned by V Int’l, 25,150 are directly owned by

EP V and 31,963 are directly owned by 2180 V. PMG V is the general partner of

USVP V, V Int’l, EP V and 2180 V and may be deemed to

have sole voting power with respect to such shares, and Federman, Green,

Krausz, Phillips, Root and Young, the managing members of PMG V, may be

deemed to have shared voting power with respect to such shares. | | | 6. | Shared Voting Power See response to row 5. | | | 7. | Sole Dispositive Power 1,142,500 shares, of which 1,028,275 are directly owned by USVP V,

57,112 are directly owned by V Int’l, 25,150 are directly owned by

EP V and 31,963 are directly owned by 2180 V. PMG V is the general partner of

USVP V, V Int’l, EP V and 2180 V and may be deemed to

have sole dispositive power with respect to such shares, and Federman, Green,

Krausz, Phillips, Root and Young, the managing members of PMG V, may be

deemed to have shared dispositive power with respect to such shares. | | | 8. | Shared Dispositive

Power See response to row 7. | | 9. | Aggregate Amount Beneficially Owned

by Each Reporting Person 1,142,500 | | | 10. | Check if the Aggregate Amount in

Row (9) Excludes Certain Shares (See Instructions) o | | | 11. | Percent of Class Represented by

Amount in Row (9) 4.4% | | | 12. | Type of Reporting Person (See

Instructions) 00 | |

6

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| CUSIP No. M25722105 — 1. | Names of Reporting Persons. I.R.S.

Identification Nos. of above persons (entities only) Irwin Federman | | | --- | --- | --- | | 2. | Check the Appropriate Box if a

Member of a Group (See Instructions) | | | | (a) | o | | | (b) | ý | | 3. | SEC Use Only | | | 4. | Citizenship or Place of

Organization U.S. Citizen | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 shares. | | | 6. | Shared Voting Power 1,142,500 shares, of which 1,028,275 are directly owned by USVP V,

57,112 are directly owned by V Int’l, 25,150 are directly owned by

EP V and 31,963 are directly owned by 2180 V. Federman is a managing member of

PMG V, the general partner of USVP V, V Int’l, EP V and

2180 V, and may be deemed to have shared voting power with respect to

such shares. | | | 7. | Sole Dispositive Power 0 shares. | | | 8. | Shared Dispositive

Power 1,142,500 shares, of which 1,028,275 are directly owned by USVP V,

57,112 are directly owned by V Int’l, 25,150 are directly owned by

EP V and 31,963 are directly owned by 2180 V. Federman is a managing member of

PMG V, the general partner of USVP V, V Int’l, EP V and

2180 V, and may be deemed to have shared dispositive power with respect

to such shares. | | 9. | Aggregate Amount Beneficially Owned

by Each Reporting Person 1,142,500 | | | 10. | Check if the Aggregate Amount in

Row (9) Excludes Certain Shares (See Instructions) o | | | 11. | Percent of Class Represented by

Amount in Row (9) 4.4% | | | 12. | Type of Reporting Person (See

Instructions) IN | |

7

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| CUSIP No. M25722105 — 1. | Names of Reporting Persons. I.R.S.

Identification Nos. of above persons (entities only) Jason E. Green | | | --- | --- | --- | | 2. | Check the Appropriate Box if a

Member of a Group (See Instructions) | | | | (a) | o | | | (b) | ý | | 3. | SEC Use Only | | | 4. | Citizenship or Place of

Organization U.S. Citizen | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 shares. | | | 6. | Shared Voting Power 1,142,500 shares, of which 1,028,275 are directly owned by USVP V,

57,112 are directly owned by V Int’l, 25,150 are directly owned by

EP V and 31,963 are directly owned by 2180 V. Green is a managing

member of PMG V, the general partner of USVP V, V Int’l,

EP V and 2180 V, and may be deemed to have shared voting power with

respect to such shares. | | | 7. | Sole Dispositive Power 0 shares. | | | 8. | Shared Dispositive

Power 1,142,500 shares, of which 1,028,275 are directly owned by USVP V,

57,112 are directly owned by V Int’l, 25,150 are directly owned by

EP V and 31,963 are directly owned by 2180 V. Green is a managing

member of PMG V, the general partner of USVP V, V Int’l,

EP V and 2180 V, and may be deemed to have shared dispositive power

with respect to such shares. | | 9. | Aggregate Amount Beneficially Owned

by Each Reporting Person 1,142,500 | | | 10. | Check if the Aggregate Amount in

Row (9) Excludes Certain Shares (See Instructions) o | | | 11. | Percent of Class Represented by

Amount in Row (9) 4.4% | | | 12. | Type of Reporting Person (See

Instructions) IN | |

8

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| CUSIP No. M25722105 — 1. | Names of Reporting Persons. I.R.S.

Identification Nos. of above persons (entities only) Steven M. Krausz | | | --- | --- | --- | | 2. | Check the Appropriate Box if a

Member of a Group (See Instructions) | | | | (a) | o | | | (b) | ý | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization U.S. Citizen | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 shares. | | | 6. | Shared Voting Power 1,142,500 shares, of which 1,028,275 are directly owned by USVP V,

57,112 are directly owned by V Int’l, 25,150 are directly owned by

EP V and 31,963 are directly owned by 2180 V. Krausz is a managing member of PMG V,

the general partner of USVP V, V Int’l, EP V and 2180 V,

and may be deemed to have shared voting power with respect to such shares. | | | 7. | Sole Dispositive Power 0 shares. | | | 8. | Shared Dispositive

Power 1,142,500 shares, of which 1,028,275 are directly owned by USVP V,

57,112 are directly owned by V Int’l, 25,150 are directly owned by

EP V and 31,963 are directly owned by 2180 V. Krausz is a managing member of PMG V,

the general partner of USVP V, V Int’l, EP V and 2180 V,

and may be deemed to have shared dispositive power with respect to such

shares. | | 9. | Aggregate Amount Beneficially Owned

by Each Reporting Person 1,142,500 | | | 10. | Check if the Aggregate Amount in

Row (9) Excludes Certain Shares (See Instructions) o | | | 11. | Percent of Class Represented by

Amount in Row (9) 4.4% | | | 12. | Type of Reporting Person (See

Instructions) IN | |

9

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| CUSIP No. M25722105 — 1. | Names of Reporting Persons. I.R.S.

Identification Nos. of above persons (entities only) Stuart G. Phillips | | | --- | --- | --- | | 2. | Check the Appropriate Box if a

Member of a Group (See Instructions) | | | | (a) | o | | | (b) | ý | | 3. | SEC Use Only | | | 4. | Citizenship or Place of

Organization U.S. Citizen | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 shares. | | | 6. | Shared Voting Power 1,142,500 shares, of which 1,028,275 are directly owned by USVP V,

57,112 are directly owned by V Int’l, 25,150 are directly owned by

EP V and 31,963 are directly owned by 2180 V. Phillips is a managing member of

PMG V, the general partner of USVP V, V Int’l, EP V and

2180 V, and may be deemed to have shared voting power with respect to

such shares. | | | 7. | Sole Dispositive Power 0 shares. | | | 8. | Shared Dispositive

Power 1,142,500 shares, of which 1,028,275 are directly owned by USVP V,

57,112 are directly owned by V Int’l, 25,150 are directly owned by

EP V and 31,963 are directly owned by 2180 V. Phillips is a managing member of

PMG V, the general partner of USVP V, V Int’l, EP V and

2180 V, and may be deemed to have shared dispositive power with respect

to such shares. | | 9. | Aggregate Amount Beneficially Owned

by Each Reporting Person 1,142,500 | | | 10. | Check if the Aggregate Amount in

Row (9) Excludes Certain Shares (See Instructions) o | | | 11. | Percent of Class Represented by

Amount in Row (9) 4.4% | | | 12. | Type of Reporting Person (See

Instructions) IN | |

10

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| CUSIP No. M25722105 — 1. | Names of Reporting Persons. I.R.S.

Identification Nos. of above persons (entities only) Jonathan D. Root | | | --- | --- | --- | | 2. | Check the Appropriate Box if a

Member of a Group (See Instructions) | | | | (a) | o | | | (b) | ý | | 3. | SEC Use Only | | | 4. | Citizenship or Place of

Organization U.S. Citizen | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 shares. | | | 6. | Shared Voting Power 1,142,500 shares, of which 1,028,275 are directly owned by USVP V,

57,112 are directly owned by V Int’l, 25,150 are directly owned by

EP V and 31,963 are directly owned by 2180 V. Root is a managing member of PMG V,

the general partner of USVP V, V Int’l, EP V and 2180 V,

and may be deemed to have shared voting power with respect to such shares. | | | 7. | Sole Dispositive Power 0 shares. | | | 8. | Shared Dispositive

Power 1,142,500 shares, of which 1,028,275 are directly owned by USVP V,

57,112 are directly owned by V Int’l, 25,150 are directly owned by

EP V and 31,963 are directly owned by 2180 V. Root is a managing member of PMG V,

the general partner of USVP V, V Int’l, EP V and 2180 V,

and may be deemed to have shared dispositive power with respect to such

shares. | | 9. | Aggregate Amount Beneficially Owned

by Each Reporting Person 1,142,500 | | | 10. | Check if the Aggregate Amount in

Row (9) Excludes Certain Shares (See Instructions) o | | | 11. | Percent of Class Represented by

Amount in Row (9) 4.4% | | | 12. | Type of Reporting Person (See

Instructions) IN | |

11

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| CUSIP No. M25722105 — 1. | Names of Reporting Persons. I.R.S.

Identification Nos. of above persons (entities only) Philip M. Young | | | --- | --- | --- | | 2. | Check the Appropriate Box if a

Member of a Group (See Instructions) | | | | (a) | o | | | (b) | ý | | 3. | SEC Use Only | | | 4. | Citizenship or Place of

Organization U.S. Citizen | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 shares. | | | 6. | Shared Voting Power 1,142,500 shares, of which 1,028,275 are directly owned by USVP V,

57,112 are directly owned by V Int’l, 25,150 are directly owned by

EP V and 31,963 are directly owned by 2180 V. Young is a managing member of PMG V,

the general partner of USVP V, V Int’l, EP V and 2180 V,

and may be deemed to have shared voting power with respect to such shares. | | | 7. | Sole Dispositive Power 0 shares. | | | 8. | Shared Dispositive

Power 1,142,500 shares, of which 1,028,275 are directly owned by USVP V,

57,112 are directly owned by V Int’l, 25,150 are directly owned by

EP V and 31,963 are directly owned by 2180 V. Young is a managing member of PMG V,

the general partner of USVP V, V Int’l, EP V and 2180 V,

and may be deemed to have shared dispositive power with respect to such

shares. | | 9. | Aggregate Amount Beneficially Owned

by Each Reporting Person 1,142,500 | | | 10. | Check if the Aggregate Amount in

Row (9) Excludes Certain Shares (See Instructions) o | | | 11. | Percent of Class Represented by

Amount in Row (9) 4.4% | | | 12. | Type of Reporting Person (See

Instructions) IN | |

12

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This statement amends the Statement on 13(G) filed by U.S. Venture Partners V, L.P., USVP V International, L.P., USVP V Entrepreneur Partners, L.P., 2180 Associates Fund V, L.P., Presidio Management Group V, L.L.C., Irwin Federman, Jason E. Green, Steven M. Krausz, Stuart G. Phillips, Jonathan D. Root and Philip M. Young. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

Item 1.	(a)	Name of Issuer
	(b)	Address of Issuer's Principal

Executive Offices | | Item 2. | | | | | (a) | Name of Person Filing | | | (b) | Address of Principal Business

Office or, if none, Residence The address of teh principal business office for

each of the Reporting Persons is: U.S. Venture Partners 2735 Sand Hill Road Menlo Park, CA 94025 | | | (c) | Citizenship | | | (d) | Title of Class of Securities | | | (e) | CUSIP Number | | Item 3. | If this statement is filed pursuant

to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is

a: | |

13

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Item 4.	Ownership.
The following information with

repect to the ownership of the Common Stock of the issuer by the persons

filing this Statement is provided as of December 31, 2001: | | | | | | (a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. | | | | (b) | Percent of class: See Row 11 of cover page for each Reporting Person. | | | | (c) | Number of shares as to which the

person has: | | | | | (i) | Sole power to vote or to direct the

vote See Row 5 of cover page for each

Reporting Person. | | | | (ii) | Shared power to vote or to direct

the vote See Row 6 of cover page for each

Reporting Person. | | | | (iii) | Sole power to dispose or to direct

the disposition of See Row 7 of cover page for each

Reporting Person. | | | | (iv) | Shared power to dispose or to

direct the disposition of See Row 8

of cover page for each Reporting Person. | | Item 5. | Ownership of Five Percent or Less

of a Class | | | | If this statement is being filed to report the fact

that as of the date hereof the reporting person has ceased to be the

beneficial owner of more than five percent of the class of securities, check

the following: x Yes | | | | | Item 6. | Ownership of More than Five Percent

on Behalf of Another Person. | | | | Item 7. | Identification and Classification

of the Subsidiary Which Acquired the Security Being Reported on By the Parent

Holding Company | | | | Item 8. | Identification and Classification

of Members of the Group | | | | Item 9. | Notice of Dissolution of Group | | | | Item 10. | Certification | | |

14

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SIGNATURES

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.

Dated: February 11, 2002

| U.S. Venture

Partners V, L.P. | /s/ Michael

Maher | | --- | --- | | By Presidio

Management Group V, L.L.C. | Signature | | Its General

Partner | | | | Michael Maher | | | Chief Financial

Officer/Attorney-In-Fact | | USVP V

International, L.P. | /s/ Michael

Maher | | By Presidio

Management Group V, L.L.C. | Signature | | Its General

Partner | | | | Michael Maher | | | Chief Financial

Officer/Attorney-In-Fact | | USVP V

Entrepreneur Partners, L.P. | /s/ Michael

Maher | | By Presidio

Management Group V, L.L.C. | Signature | | Its General

Partner | | | | Michael Maher | | | Chief Financial

Officer/Attorney-In-Fact | | 2180 Associates

Fund V, L.P. | /s/ Michael

Maher | | By Presidio

Management Group V, L.L.C. | Signature | | Its General

Partner | | | | Michael Maher | | | Chief Financial

Officer/Attorney-In-Fact | | By Presidio

Management Group V, L.L.C. | /s/ Michael

Maher | | A Delaware

Limited Liability Company | Signature | | | Michael Maher | | | Chief Financial

Officer/Attorney-In-Fact |

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| Irwin Federman | /s/ Michael

Maher | | --- | --- | | | Michael Maher | | | Attorney-In-Fact | | Jason E. Green | /s/ Michael

Maher | | | Michael Maher | | | Attorney-In-Fact | | Steven M. Krausz | /s/ Michael

Maher | | | Michael Maher | | | Attorney-In-Fact | | Stuart G.

Phillips | /s/ Michael

Maher | | | Michael Maher | | | Attorney-In-Fact | | Jonathan D. Root | /s/ Michael

Maher | | | Michael Maher | | | Attorney-In-Fact | | Philip M. Young | /s/ Michael Maher | | | Michael Maher | | | Attorney-In-Fact |

16

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EXHIBIT INDEX

Exhibit	Found on Sequentially Numbered Pages
Exhibit A:

Agreement of Joint Filing | 18 | | Exhibit B:

Reference to Michael P. Maher as Attorney-In-Fact | 19 |

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EXHIBIT A

Agreement of Joint Filing

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Compugen Ltd. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.

18

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EXHIBIT B

REFERENCE TO MICHAEL MAHER AS ATTORNEY-IN-FACT

Michael P. Maher has signed the enclosed documents as Attorney-In-Fact. Note that copies of the applicable Power of Attorneys are already on file with the appropriate agencies.

19