AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF
REORGANIZATION ("Agreement") is made as of this
14th day of March, 2011, by and among Xxxxx Xxxxx
Municipals Trust ("Municipals Trust"), a Massachusetts
business trust, on behalf of its series Xxxxx Xxxxx
Michigan Municipal Income Fund ("Michigan Fund") and
Xxxxx Xxxxx Rhode Island Municipal Income Fund
("Rhode Island Fund") and Municipals Trust, on behalf of
its series Xxxxx Xxxxx National Municipal Income Fund.
Xxxxx Xxxxx Michigan Municipal Income Fund and
Xxxxx Xxxxx Rhode Island Municipal Income Fund, are
collectively referred to herein as the "Acquired Funds",
and Xxxxx Xxxxx National Municipal Income Fund is
referred to herein as the "Acquiring Fund".
WITNESSETH
WHEREAS, Municipals Trust is registered under
the Investment Company Act of 1940, as amended (the
"1940 Act") as open-end management investment
company authorized to issue an unlimited number of
shares of beneficial interest without par value in one or
more series (such as the Acquired Funds and the
Acquiring Fund), and the Trustees of Municipals Trust
have divided the shares of the Acquired Funds and the
Acquiring Fund into multiple classes, including Class A,
Class B, Class C and Class I shares ("Acquired Fund
Shares" and "Acquiring Fund Shares");
WHEREAS, Municipals Trust desires to provide
for the reorganization of the Acquired Funds through the
acquisition by the Acquiring Fund of substantially all of
the assets of the Acquired Funds in exchange for the
Acquiring Fund Shares in the manner set forth herein;
and
WHEREAS, it is intended that the reorganization
described in this Agreement shall be a reorganization
within the meaning of Section 368 of the Internal
Revenue Code of 1986, as amended (the "Code");
NOW, THEREFORE, in consideration of the
mutual promises herein contained, the parties hereto
agree as follows:
1. Definitions
1.1 The term "1933 Act" shall mean the
Securities Act of 1933, as amended.
1.2 The term "1934 Act" shall mean the
Securities Exchange Act of 1934, as amended.
1.3 The term "Acquired Funds Municipals
Trust N-1A" shall mean the registration
statement, as amended, on Form N-1A
of Municipals Trust with respect to the
Acquired Funds in effect on the date
hereof or on the Closing Date, as the
context may require.
1.4 The term "Agreement" shall mean this
Agreement and Plan of Reorganization.
1.5 The term "Assumed Liabilities" shall
mean all liabilities, expenses, costs,
charges and receivables of the Acquired
Funds as of the Close of Trading on the
New York Stock Exchange on the
Valuation Date. Included therein for the
Acquiring Fund Class B and Class C
shall be the uncovered distribution
charges under the Acquired Funds Class
B and Class C Distribution Plans, or, if
lower, the amount of contingent
deferred sales charges that would be
paid by all the Acquired Funds Class B
and Class C shareholders if they
redeemed on the Closing Date; such
amount shall be treated as uncovered
distribution charges under the Acquiring
Fund Class B and Class C Distribution
Plans.
1.6 The term "Business Day" shall mean any
day that the New York Stock Exchange
is open.
1.7 The term "Close of Trading on the
NYSE" shall mean the close of regular
trading on the New York Stock
Exchange, which is usually 4:00 p.m.
Eastern Time.
1.8 The term "Closing" shall mean the
closing of the transaction contemplated
by this Agreement.
1.9 The term "Closing Date" shall mean
September 23, 2011, provided all
necessary approvals have been
received, or such other date as may be
agreed by the parties on which the
Closing is to take place.
1.10 The term "Commission" shall mean the
Securities and Exchange Commission.
1.11 The term "Custodian" shall mean State
Street Bank and Trust Company.
1.12 The term "Delivery Date" shall mean the
date contemplated by Section 3.3 of
this Agreement.
1.13 The term "Municipals Trust N-14" shall
mean Municipals Trust's registration
statement on Form N-14, including a
Joint Proxy Statement/Prospectus as
may be amended, that describes the
transactions contemplated by this
Agreement and registers the Acquiring
Fund Shares to be issued in connection
with this transaction.
1.14 The term "NYSE" shall mean the New
York Stock Exchange.
1.15 The term "Proxy Statement" shall mean
the Joint Proxy Statement/Prospectus
furnished to the Acquired Funds
shareholders in connection with this
transaction.
1.16 The term "Securities List" shall mean the
list of those securities and other assets
owned by Municipals Trust, on behalf of
Michigan Fund and Rhode Island Fund,
on the Delivery Date.
1.17 The term "Valuation Date" shall mean the
day of the Closing Date.
2. Transfer and Exchange of Assets
2.1 Reorganization the Acquired Funds. At
the Closing, subject to the requisite
approval of the Acquired Funds'
shareholders and the terms and
conditions set forth herein, Municipals
Trust shall transfer all of the assets of
the Acquired Funds and assign all
Assumed Liabilities to the Acquiring
Fund, and the Acquiring Fund shall
acquire such assets and shall assume
such Assumed Liabilities upon delivery
by the Acquiring Fund to the Acquired
Funds on the Closing Date of Class A,
Class B, Class C and Class I Acquiring
Fund Shares (including, if applicable,
fractional shares) having an aggregate
net asset value equal to the value of the
assets so transferred, assigned and
delivered, less the Assumed Liabilities,
all determined and adjusted as provided
in Section 2.2. Upon delivery of the
assets, the Acquiring Fund will receive
good and marketable title thereto free
and clear of all liens.
2.2 Computation of Net Asset Value. The
net asset value per share of the
Acquiring Fund Shares and the net value
of the assets of the Acquired Fund
subject to this Agreement shall, in each
case, be determined as of the Close of
Trading on the NYSE on the Valuation
Date, after the declaration and payment
of any dividend on that date. The net
asset value of the Acquiring Fund
Shares shall be computed in the manner
set forth in the Acquiring Fund
Municipals Trust N-1A. In determining
the value of the securities transferred by
the Acquired Funds to the Acquiring
Fund, such assets shall be priced in
accordance with the policies and
procedures described in the Acquiring
Fund Municipals Trust N-1A.
3. Closing Date, Valuation Date and Delivery
3.1 Closing Date. The Closing shall be at
the offices of Xxxxx Xxxxx
Management, Xxx Xxxxxxxxxxxxx Xxxxx,
Xxxxxx, XX 00000 immediately after the
close of business on the Closing Date.
All acts taking place at Closing shall be
deemed to take place simultaneously as
of the close of business on the Closing
Date unless otherwise agreed in writing
by the parties.
3.2 Valuation Date. Pursuant to Section
2.2, the net value of the assets of the
Acquired Funds and the net asset value
per share of the Acquiring Fund shall be
determined as of the Close of Trading
on the NYSE on the Valuation Date,
after the declaration and payment of
any dividend on that date. The stock
transfer books of Municipals Trust with
respect to the Acquired Funds will be
permanently closed, and sales of the
Acquired Funds Shares shall be
suspended, as of the close of business
of Municipals Trust on the Valuation
Date. Redemption requests thereafter
received by Municipals Trust with
respect to the Acquired Funds shall be
deemed to be redemption requests for
the Acquiring Fund Shares to be
distributed to shareholders of the
Acquired Funds under this Agreement
provided that the transactions
contemplated by this Agreement are
consummated.
In the event that trading on the NYSE or
on another exchange or market on which
securities held by the Acquired Funds
are traded shall be disrupted on the
Valuation Date so that, in the judgment
of Municipals Trust, accurate appraisal
of the net assets of the Acquired Funds
to be transferred hereunder or the
assets of the Acquiring Fund is
impracticable, the Valuation Date shall
be postponed until the first Business
Day after the day on which trading on
such exchange or in such market shall,
in the judgment of Municipals Trust,
have been resumed without disruption.
In such event, the Closing Date shall be
postponed until one Business Day after
the Valuation Date.
3.3 Delivery of Assets. After the close of
business on the Valuation Date,
Municipals Trust shall issue instructions
providing for the delivery of all of its
assets held on behalf of the Acquired
Funds to the Custodian to be held for
the account of the Acquiring Fund,
effective as of the Closing. The
Acquiring Fund may inspect such
securities at the offices of the
Custodian prior to the Valuation Date.
4. Acquired Fund Distributions and Termination
4.1 As soon as reasonably practicable after
the Closing Date, Municipals Trust shall
pay or make provisions for the payment
of all of the debts and taxes of the
Acquired Funds and distribute all
remaining assets, if any, to shareholders
of the Acquired Funds, and the Acquired
Funds shall thereafter be terminated
under Massachusetts law.
At, or as soon as may be practicable
following the Closing Date, Municipals
Trust on behalf of the Acquired Funds
shall distribute the Class A, Class B,
Class C and Class I the Acquiring Fund
Shares it received from the Acquiring
Fund to the shareholders of the
Acquired Funds and shall instruct the
Acquiring Fund as to the amount of the
pro rata interest of each of the Acquired
Funds shareholders as of the close of
business on the Valuation Date (such
shareholders to be certified as such by
the transfer agent for Municipals Trust,
to be registered on the books of the
Acquiring Fund, in full and fractional the
Acquiring Fund Shares, in the name of
each such shareholder, and the
Acquiring Fund agrees promptly to
transfer the Acquiring Fund Shares then
credited to the account of the Acquired
Funds on the books of the Acquiring
Fund to open accounts on the share
records of the Acquiring Fund in the
names of the Acquired Funds
shareholders in accordance with said
instruction. Each Acquired Funds
shareholder shall receive shares of the
corresponding class of the Acquiring
Fund to the class of the Acquired Funds
held by such shareholder. All issued
and outstanding Acquired Funds Shares
shall thereupon be canceled on the
books of Municipals Trust. The
Acquiring Fund shall have no obligation
to inquire as to the correctness of any
such instruction, but shall, in each case,
assume that such instruction is valid,
proper and correct.
5. The Acquired Fund Securities
On the Delivery Date, Municipals Trust on behalf
of the Acquired Funds shall deliver the
Securities List and tax records. Such records
shall be made available to the Acquiring Fund
prior to the Closing Date for inspection by the
Treasurer (or his or her designee).
Notwithstanding the foregoing, it is expressly
understood that the Acquired Funds may
hereafter until the close of business on the
Valuation Date sell any securities owned by it in
the ordinary course of its business as a series
of an open-end, management investment
company.
6. Liabilities and Expenses
The Acquiring Fund shall acquire all liabilities of
the Acquired Funds, whether known or unknown,
or contingent or determined. Municipals Trust
will discharge all known liabilities of the
Acquired Funds, so far as may be possible,
prior to the Closing Date. The Acquired Funds
shall bear the expenses of carrying out this
Agreement.
7. Municipals Trust Representations and Warranties
Municipals Trust, on behalf of Michigan Fund
and Rhode Island Fund and on behalf of the
Acquiring Fund, hereby represents, warrants and
agrees as follows:
7.1 Legal Existence. Municipals Trust are
each a business trust duly organized
and validly existing under the laws of
the Commonwealth of Massachusetts.
Michigan Fund, Rhode Island Fund and
the Acquiring Fund are each validly
existing series of Municipals Trust.
Municipals Trust is authorized to issue
an unlimited number of shares of
beneficial interest of the Acquiring Fund.
7.2 Registration under 1940 Act. Municipals
Trust are each duly registered as an
open-end management investment
companies under the 1940 Act and such
registration is in full force and effect.
7.3 Financial Statements. The statement of
assets and liabilities and the schedule
of portfolio investments and the related
statements of operations and changes
in net assets of Michigan Fund dated
July 31, 2010 and January 31, 2011
(unaudited) and of the Rhode Island
Fund and the Acquiring Fund dated
September 30, 2010 and March 31, 2011
(unaudited), fairly present the financial
condition of the Acquired Funds and the
Acquiring Fund as of said dates in
conformity with generally accepted
accounting principles.
7.4 No Contingent Liabilities. There are no
known contingent liabilities of the
Acquired Funds or the Acquiring Fund
not disclosed and there are no legal,
administrative or other proceedings
pending, or to the knowledge of
Municipals Trust threatened, against the
Acquired Funds or the Acquiring Fund
which would materially affect its
financial condition.
7.5 Requisite Approvals. The execution and
delivery of this Agreement and the
consummation of the transactions
contemplated herein, have been
authorized by the Board of Trustees of
Municipals Trust by vote taken at a
meeting of such Board duly called and
held on March 14, 2011. No approval of
the shareholders of the Acquiring Fund
is required in connection with this
Agreement or the transaction
contemplated hereby. The Agreement
has been executed and delivered by a
duly authorized officer of Municipals
Trust and is a valid and legally binding
obligation of each of the Acquired
Funds and the Acquiring Fund
enforceable in accordance with its
terms.
7.6 No Material Violations. Municipals Trust
are not, and the execution, delivery and
performance of this Agreement will not
result, in a material violation of any
provision of their Declaration of Trust or
By-Laws, as each may be amended, of
Municipals Trust or of any agreement,
indenture, instrument, contract, lease or
other undertaking to which Municipals
Trust is a party or by which it is bound.
7.7 Taxes and Related Filings. Except
where failure to do so would not have a
material adverse effect on the Acquired
Funds or the Acquiring Fund, each of
the Acquired Funds and the Acquiring
Fund has filed or will file or obtain valid
extensions of filing dates for all
required federal, state and local tax
returns and reports for all taxable years
through and including its current taxable
year and no such filings are currently
being audited or contested by the
Internal Revenue Service or state or
local taxing authority and all federal,
state and local income, franchise,
property, sales, employment or other
taxes or penalties payable pursuant to
such returns have been paid or will be
paid, so far as due. Each of the
Acquired Funds and the Acquiring Fund
has elected to be treated as a "regulated
investment company" for federal tax
purposes, has qualified as such for
each taxable year of its operations and
will qualify as such as of the Closing
Date.
7.8 Good and Marketable Title. On the
Closing Date, each Acquired Fund will
have good and marketable title to its
assets, free and clear of all liens,
mortgages, pledges, encumbrances,
charges, claims and equities
whatsoever, and full right, power and
authority to sell, assign, transfer and
deliver such assets and shall deliver
such assets to the Acquiring Fund.
Upon delivery of such assets, the
Acquiring Fund will receive good and
marketable title to such assets, free and
clear of all liens, mortgages, pledges,
encumbrances, charges, claims and
equities, except as to adverse claims
under Article 8 of the Uniform
Commercial Code of which the
Acquiring Fund has notice and
necessary documentation at or prior to
the time of delivery.
7.9 Acquiring Fund N-1A Not Misleading.
The Municipals Trust N-1A conforms on
the date of the Agreement, and will
conform on the date of the Proxy
Statement and the Closing Date, in all
material respects to the applicable
requirements of the 1933 Act and the
1940 Act and the rules and regulations
of the Commission thereunder and does
not include any untrue statement of a
material fact or omit to state any
material fact required to be stated
therein or necessary to make the
statements therein, in light of the
circumstances under which they were
made, not materially misleading.
7.10 Proxy Statement. The Proxy Statement
delivered to the Acquired Funds
shareholders in connection with this
transaction (both at the time of delivery
to such shareholders in connection with
the meeting of shareholders and at all
times subsequent thereto and including
the Closing Date) in all material
respects, conforms to the applicable
requirements of the 1934 Act and the
1940 Act and the rules and regulations
of the Commission thereunder, and will
not include any untrue statement of a
material fact or omit to state any
material fact required to be stated
thereon or necessary to make
statements therein, in light of the
circumstances under which they were
made, not materially misleading.
7.11 Books and Records. Each of Acquired
Funds and the Acquiring Fund have
maintained all records required under
Section 31 of the 1940 Act and rules
thereunder.
8. Conditions Precedent to Closing
The obligations of the parties hereto shall be
conditioned on the following:
8.1 Representations and Warranties. The
representations and warranties of the
parties made herein will be true and
correct as of the date of this Agreement
and on the Closing Date.
8.2 Shareholder Approval. The Agreement
and the transactions contemplated herein shall
have been approved by the requisite vote of the
holders of the Acquired Funds Shares in
accordance with the 1940 Act and the
Declaration of Trust and By-Laws, each as
amended, of Municipals Trust.
8.3 Pending or Threatened Proceedings.
On the Closing Date, no action, suit or
other proceeding shall be threatened or
pending before any court or
governmental agency in which it is
sought to restrain or prohibit, or obtain
damages or other relief in connection
with, this Agreement or the transactions
contemplated herein.
8.4 Registration Statement. The Municipals
Trust N-14 shall have become effective
under the 1933 Act; no stop orders
suspending the effectiveness of such
Municipals Trust N-14 shall have been
issued; and, to the best knowledge of
the parties hereto, no investigation or
proceeding for that purpose shall have
been instituted or be pending,
threatened or contemplated under the
1933 Act. The Proxy Statement has
been delivered to each shareholder of
record of the Acquired Funds as of
June 16, 2011 in accordance with the
provisions of the 1934 Act and the rules
thereunder.
8.5 Declaration of Dividend. Municipals
Trust shall have declared a dividend or
dividends which, together with all
previous such dividends, shall have the
effect of distributing to the Acquired
Funds shareholders all of the Acquired
Funds' investment company taxable
income (as defined in Section 852 of
the Code) (computed without regard to
any deduction for dividends paid) for
the final taxable period of the Acquired
Funds, all of its net capital gain realized
in the final taxable period of the
Acquired Funds (after reduction for any
capital loss carryforward) and all of the
excess of (i) its interest income
excludable from gross income under
Section 103(a) of the Code over (ii) its
deductions disallowed under Sections
265 and 171(a)(2) of the Code for the
final taxable period of the Acquired
Funds.
8.6 State Securities Laws. The parties shall
have received all permits and other
authorizations necessary, if any, under
state securities laws to consummate the
transactions contemplated herein.
8.7 Performance of Covenants. Each party
shall have performed and complied in
all material respects with each of the
agreements and covenants required by
this Agreement to be performed or
complied with by each such party prior
to or at the Valuation Date and the
Closing Date.
8.8 Due Diligence. Municipals Trust shall
have had reasonable opportunity to
have its officers and agents review the
records of the Acquired Funds.
8.9 No Material Adverse Change. From the
date of this Agreement, through the
Closing Date, there shall not have been:
* any change in the business,
results of operations, assets or
financial condition or the
manner of conducting the
business of the Acquired Funds
or the Acquiring Fund (other
than changes in the ordinary
course of its business,
including, without limitation,
dividends and distributions in
the ordinary course and
changes in the net asset value
per share) which has had a
material adverse effect on such
business, results of operations,
assets or financial condition,
except in all instances as set
forth in the financial statements;
* any loss (whether or not
covered by insurance) suffered
by the Acquired Funds or the
Acquiring Fund materially and
adversely affecting of the
Acquired Funds or the Acquiring
Fund, other than depreciation of
securities;
* issued by Municipals Trust to any
person any option to purchase
or other right to acquire shares
of any class of the Acquired
Funds or the Acquiring Fund
Shares (other than in the
ordinary course of Municipals
Trust business as an open-end
management investment
company);
* any indebtedness incurred by
the Acquired Funds or the
Acquiring Fund for borrowed
money or any commitment to
borrow money entered into by
the Acquired Funds or the
Acquiring Fund except as
permitted in the Acquired
Municipals Trust N-1A or the
Acquiring fund Municipals Trust
N-1A and disclosed in financial
statements required to be
provided under this Agreement;
* any amendment to the
Declaration of Trust or By-Laws
of Municipals Trust that will
adversely affect the ability of
Municipals Trust to comply with
the terms of this Agreement; or
* any grant or imposition of any
lien, claim, charge or
encumbrance upon any asset of
the Acquired Funds except as
provided in the Acquired Funds
Municipals Trust N-1A so long
as it will not prevent Municipals
Trust from complying with
Section 7.8.
8.10 Lawful Sale of Shares. On the Closing
Date, the Acquiring Fund Shares to be
issued pursuant to Section 2.1 of this
Agreement will be duly authorized, duly
and validly issued and outstanding, and
fully paid and non-assessable by
Municipals Trust, and conform in all
substantial respects to the description
thereof contained in the Municipals Trust
N-14 and Proxy Statement furnished to
the Acquired Funds shareholders and
the Acquiring Fund Shares to be issued
pursuant to paragraph 2.1 of this
Agreement will be duly registered under
the 1933 Act by the Municipals Trust N-
14 and will be offered and sold in
compliance with all applicable state
securities laws.
8.11 Documentation and Other Actions.
Municipals Trust shall have executed
such documents and shall have taken
such other actions, if any, as reasonably
requested to fully effectuate the
transactions contemplated hereby.
9. Addresses
All notices required or permitted to be given
under this Agreement shall be given in writing to
Xxxxx Xxxxx Municipals Trust, Xxx Xxxxxxxxxxxxx
Xxxxx, Xxxxxx, XX 00000 (Attention: Chief
Legal Officer), or at such other place as shall be
specified in written notice given by either party
to the other party to this Agreement and shall be
validly given if mailed by first-class mail,
postage prepaid.
10. Termination
This Agreement may be terminated by either
party upon the giving of written notice to the
other, if any of the representations, warranties or
conditions specified in Sections 7 or 8 hereof
have not been performed or do not exist on or
before December 31, 2011. In the event of
termination of this Agreement pursuant to this
provision, neither party (nor its officers,
Trustees or shareholders) shall have any liability
to the other.
11. Miscellaneous
This Agreement shall be governed by, construed
and enforced in accordance with the laws of the
Commonwealth of Massachusetts. Municipals
Trust represent that there are no brokers or
finders entitled to receive any payments in
connection with the transactions provided for
herein. Municipals Trust represent that this
Agreement constitutes the entire agreement
between the parties as to the subject matter
hereof. The representations, warranties and
covenants contained in this Agreement or in any
document delivered pursuant hereto or in
connection herewith shall not survive the
consummation of the transactions contemplated
hereunder. The Section headings contained in
this Agreement are for reference purposes only
and shall not affect in any way the meaning or
interpretation of this Agreement. This
Agreement shall be executed in any number of
counterparts, each of which shall be deemed an
original. Whenever used herein, the use of any
gender shall include all genders. In the event
that any provision of this Agreement is
unenforceable at law or in equity, the remainder
of the Agreement shall remain in full force and
effect.
12. Amendments
At any time prior to or after approval of this
Agreement by the Acquired Funds shareholders
(i) the parties hereto may, by written agreement
and without shareholder approval, amend any of
the provisions of this Agreement, and (ii) either
party may waive without such approval any
default by the other party or the failure to satisfy
any of the conditions to its obligations (such
waiver to be in writing); provided, however, that
following shareholder approval, no such
amendment may have the effect of changing the
provisions for determining the number of the
Acquiring Fund Shares to be received by the
Acquired Funds shareholders under this
Agreement to the detriment of such
shareholders without their further approval. The
failure of a party hereto to enforce at any time
any of the provisions of this Agreement shall in
no way be construed to be a waiver of any such
provision, nor in any way to affect the validity of
this Agreement or any part hereof or the right of
any party thereafter to enforce each and every
such provision. No waiver of any breach of this
Agreement shall be held to be a waiver of any
other or subsequent breach.
13. Massachusetts Business Trust
References in this Agreement to Municipals
Trust mean and refer to the Trustees from time
to time serving under its Declarations of Trust
on file with the Secretary of the Commonwealth
of Massachusetts, as the same may be
amended from time to time, pursuant to which
they conduct their businesses. It is expressly
agreed that the obligations of Municipals Trust
hereunder shall not be binding upon any of the
trustees, shareholders, nominees, officers,
agents or employees of each Trust personally,
but bind only the trust property of the Trust as
provided in said Declaration of Trust. The
execution and delivery of this Agreement has
been authorized by the respective trustees and
signed by an authorized officer of Municipals
Trust, acting as such, and neither such
authorization by such trustees nor such
execution and delivery by such officer shall be
deemed to have been made by any of them but
shall bind only the trust property of each Trust
as provided in such Declaration of Trust. No
series of Municipals Trust shall be liable for the
obligations of any other series.
IN WITNESS WHEREOF, each of the parties
hereto has caused this Agreement to be executed by
their officers thereunto duly authorized, as of the day
and year first above written.
ATTEST:
XXXXX XXXXX MUNICIPALS TRUST
(on
behalf of Xxxxx Xxxxx Michigan Municipal Income Fund
and
Xxxxx Xxxxx Rhode Island Municipal Income
Fund)
/s/ Xxxxxxx X. Gemma By:
/s/ Xxxxxx X. Xxxxxxx
Xxxxxxx X. Gemma, Secretary
Xxxxxx X. Xxxxxxx, President
XXXXX
XXXXX MUNICIPALS TRUST
(on
behalf of Xxxxx Xxxxx National Municipal Income Fund)
/s/ Xxxxxxx X. Gemma By:
/s/ Xxxxxx X. Xxxxxxx
Xxxxxxx X. Gemma, Secretary
Xxxxxx X. Xxxxxxx, President
