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Exhibit D <br />Applyiniz Agreed -Upon Procedures Accounting_ Services <br />Our engagement to apply agreed -upon procedures will be conducted in accordance with attestation <br />standards established by the American Institute of Certified Public Accountants. The sufficiency of the <br />procedures is solely the responsibility of those parties specified in the report and we will require an <br />acknowledgment in writing of that responsibility. Consequently, we make no representation regarding <br />the sufficiency of the procedures either for the purpose for which the agreed -upon procedures report has <br />been requested or for any other purpose. <br />Because the agreed -upon procedures do not constitute an examination or review, we will not express an <br />opinion or conclusion in our report. In addition, we have no obligation to perform any procedures beyond <br />those listed in the procedures letter. <br />We will issue a written report upon completion of our engagement that lists the procedures performed <br />and our findings. Our report will be addressed to the Client and other specified parties and should not be <br />used by anyone other than these specified parties. Our report will contain a paragraph indicating that had <br />we performed additional procedures, other matters might have come to our attention that would have been <br />reported to you, <br />