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The Audit Committee reviews the external auditors’ proposed scope and approach as well as the performance of the external auditors. It also has direct

responsibility for and sole authority to resolve any disagreements between our management and our external auditors regarding financial reporting, regularly

reviews with the external auditors any problems or difficulties the auditors encountered in the course of their audit work, and, at least annually, uses its

reasonable efforts to obtain and review a report from the external auditors addressing the following (among other items):

• the auditors’ internal quality-control procedures;

• any material issues raised by the most recent internal quality-control review, or peer review, of the external auditors;

• the independence of the external auditors;

• the aggregate fees billed by our external auditors for each of the previous two years; and

• the rotation of the lead partner.

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