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Exhibit (h)(32)
Services Agreement
between
One Group Mutual Funds, Bank One Trust Company, NA,
Xxxxxx Services Company,
Xxxxxx Distributors, Inc. and
The One Group Services Company.
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SERVICES AGREEMENT
THIS AGREEMENT, made and entered into as of this 28th day of May, 1999,
is by and between, One Group Mutual Funds ("Fund"), The One Group Service Co.
("Principal Underwriter"), Bank One Trust Company, N.A. ("Bank One"), Xxxxxx
Service Company ("KSvC"), and Xxxxxx Distributors, Inc. ("KDI").
WHEREAS, the Fund is an investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); the Principal
Underwriter is the agent of the Fund for the distribution of shares of the Fund;
and Bank One is a national bank providing education and enrollment services in
connection with retirement plans;
WHEREAS, KSvC, a registered transfer agent, provides various
administrative services, including recordkeeping, reporting and processing
services, to retirement plans covered by the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"); and KDI, a registered broker-dealer,
distributes shares of investment companies to Plans;
WHEREAS, it is contemplated that the appropriate fiduciary of a Plan
(e.g., the trustee, a committee or other "named fiduciary") ("Plan Fiduciary")
will either direct the investment
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of Plan assets in the Fund, or offer participants of the Plan ("Participants")
the opportunity to select the Fund as an investment for their individual
accounts, and the Plan Fiduciary has designated KSvC as its agent for purposes
of transmitting orders for purchases and requests for redemptions to the Fund on
behalf of the Plan;
WHEREAS, the Fund, Bank One, the Principal Underwriter, KDI, and KSvC
desire to facilitate the investment by Plans in shares of the Fund, the
provision of services for the benefit of Plans and Participants related to
accounts in the Fund, including processing of Plan orders for purchases and
redemptions of Fund shares; and the dissemination of information regarding the
Fund to Plans and Participants; and
WHEREAS, the Fund desires that KSvC provide certain administrative
services (as described herein at ARTICLES 1, 2 and 3) on its behalf with respect
to Plans, and KSvC is willing to perform such services;
NOW, THEREFORE, the parties agree as follows:
ARTICLE 1. APPOINTMENT OF KSVC AS AGENT. The Fund hereby appoints KSvC as its
agent for the limited purpose of receiving orders for purchases and requests for
redemptions for Fund shares from Plans, and receipt thereof by KSvC shall
constitute receipt by the Fund. The Fund further appoints KSvC as a co-
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transfer agent, responsible for transferring record ownership in connection with
Plans, orders for purchases and requests for redemptions of Fund shares. KSvC
accepts this appointment subject to the terms and conditions herein.
ARTICLE 2. TRANSACTIONS IN FUND SHARES.
SECTION 2.1 The Fund or its designee shall make Fund shares available
for purchase by Plans, at a public offering price determined in a manner
described in the applicable prospectus, which shall be the net asset value as
determined by the prospectus.
SECTION 2.2 PROCESSING OF ORDERS. (a) KSvC shall, as agent for the
Fund, receive for acceptance from Plans orders for purchases and requests for
redemptions, and stamp each order with the date and time received. KSvC shall
determine each Plan's daily orders to correspond with instructions received from
Plan Fiduciaries or Participants.
(b) Orders for purchases and requests for redemptions
received in good form by KSvC prior to the determination of net asset value by
the Fund ("Time of Pricing") on each day that the New York Stock Exchange is
open ("Business Day") shall be priced at the net asset value effective on that
day. Orders received after the Time of Pricing shall be priced at the net asset
value effective on the next Business Day. A Plan's order for purchase
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shall not be deemed received "in good form" by KSvC until the Master Custodian
(described in Section 2.3) has received from the Plan funds necessary to settle
the order, and KSvC has received purchase instructions in good order that
balance to the order received.
(c) The Fund or its designee shall provide to KSvC closing net
asset value, dividend and capital gain information determined at the close of
trading on each Business Day no later than 6 p.m. Central Time.
(d) On each Business Day, KSvC shall transfer record ownership
of the Fund's shares in accordance with the orders for purchases and requests
for redemptions received from Plans prior to the Time of Pricing on that
Business Day (T). KSvC shall transfer record ownership of the Fund's shares in
accordance with orders for purchases and requests for redemptions received from
Plans after the Time of Pricing on the next Business Day.
(e) KSvC shall use its best efforts to notify the Fund or its
designee of (1) the total number of Fund shares purchased by Plans and, (2) the
total number of shares redeemed by Plans (without identifying transactions on a
Plan-by-Plan basis) on each Business Day (T) no later than 8 a.m. Central Time
on the next Business Day (T+1), or such other specified
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time mutually acceptable to the parties ("Time of Transmission").
(f) The Fund or its designee shall confirm the net number of
Fund shares purchased or redeemed by Plans on the prior Business Day (T) no
later than 2 p.m. Central Time on the next Business Day (T+1), or such other
time as mutually agreed by the parties. KSvC shall promptly review confirmation
information and coordinate with the Fund or its designee to resolve any
discrepancies. KSvC shall be responsible for providing confirmations of
transactions to Plans and to Participants, as required under applicable laws.
SECTION 2.3 SETTLEMENT. (a) Generally. A master custodial account will
be maintained on behalf of Plans by Investors Fiduciary Trust Company ("Master
Custodian") under the terms of a certain Master Custodial Agreement between the
Plan Fiduciaries and the Master Custodian. Plan Fiduciaries will appoint KSvC to
act as their agent to transmit instructions to the Master Custodian regarding
the receipt and transfer of Plan assets in connection with the investment of
Plan assets, including investment in the Fund.
(b) Settlement of Purchases. Acting as agent for Plan
Fiduciaries, KSvC shall instruct the Master Custodian to wire the full purchase
price for Fund shares purchased by Plans
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to the appropriate custodial account for the Fund (the "Fund Custodial Account")
no later than 11 a.m. Central Time on the next Business Day after the order is
accepted by KSvC (T+1), or such other specified time mutually acceptable to the
parties.
(c) Settlement of Redemptions. Full payment for total
redemptions by Plans on each Business Day shall be wired by the Fund to the
Master Custodial Account no later than 11 a.m. Central Time on the next Business
Day after the order is accepted (T+1), or such other specified time mutually
acceptable to the parties.
SECTION 2.4 DIVIDENDS. All dividends declared or distributions made by
the Fund shall be reinvested in shares of the Fund on behalf of Plans entitled
to the dividend or distribution. Upon declaration of any dividend or other
distribution with respect to Fund shares, the Fund or its designee shall provide
KSvC information setting forth the date of declaration of the dividend or
distribution, the exdividend date, the date of payment thereof, the record date
on which Plans entitled to payment will be determined, and the amount payable
per share to the Plans on that date.
ARTICLE 3. ADMINISTRATIVE SERVICES. KSvC shall provide the following
administrative and recordkeeping services to the Fund.
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SECTION 3.1 PLAN ACCOUNTING. KSvC shall maintain an individual
securityholder account for each Plan on behalf of the Fund or its designee. KSvC
shall promptly post to each Plan's securityholder account credits and debits
containing the minimum and appropriate certificate detail representing all Fund
shares purchased or redeemed by Plans, and shall dispatch (by electronic means,
or as otherwise mutually agreed) to the Fund or its designee a record of all
debits and credits for every security purchased or redeemed by each Plan within
two Business Days after the day of the purchase or redemption transaction, or by
such time as may be otherwise required under Section 17 of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and the regulations
thereunder. KSvC shall provide periodic account statements to each Plan that
reflect the Plan's interest in the Fund.
SECTION 3.2 PARTICIPANT ACCOUNTING. In accordance with directions by
Plan Fiduciaries, KSvC shall maintain individual accounts for Participants,
including a record of the number of shares of the Fund allocated to each
Participant's individual account. If requested by the Plan Fiduciary, KSvC shall
provide periodic account statements for each Participant that reflect
Participants' interests in the Fund.
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SECTION 3.3 PLAN FIDUCIARY AND PARTICIPANT INQUIRIES. KSvC shall
investigate and respond to inquiries from Plan Fiduciaries and Participants,
including responding to Participant inquiries regarding their individual
accounts or regarding the Fund. if authorized by the Plan Fiduciaries, KSvC
(acting together with KDI) shall make available to Plan Fiduciaries and
Participants an "800" number service through which live operators will provide
information about the Fund, answer Participant inquiries about their investment
in the Fund, and receive Participant investment instructions. The Fund or its
designee shall provide KSvC a telephone number and the name of an employee
("Point of Contact") for answering questions or inquiries that KSvC may have
about the Fund and for forwarding Participant questions and inquiries that KSvC
is unable to answer. At the request of KSvC, the Fund or its designee shall
provide KSvC training to enable KSvC to respond to and answer Participant
questions and inquiries.
SECTION 3.4 COMMUNICATIONS. KSvC shall distribute prospectuses to Plans
and Participants already invested in the Fund upon Participant request, or as
otherwise directed by Plan Fiduciaries. KSvC shall notify the Fund or its
designee of the number of prospectuses required, and the Fund or its designee
shall, at their expense, provide KSvC with a sufficient quantity
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of Fund prospectuses. KSvC also may periodically distribute current Fund Sheets
(described in Section 5.2 below) to Plans and Participants already invested in
the Fund. KSvC shall pay the cost of distributing these materials to Plan
Fiduciaries and Participants.
SECTION 3.5 PROXY MATERIALS. The Fund or its designee is responsible
for making proxy solicitations to Plans. KSvC agrees, however, that it will
prepare adequate computer tapes compatible with the Fund's or its designee's
computer equipment and software so that the Fund or its designee may make proper
proxy solicitations of Plans. The Fund or its designee shall provide KSvC
fifteen (15) Business Day's prior written notice of the date that the Fund or
its designee requires the computer tapes. KSvC shall have no responsibility with
respect to unexecuted proxies.
SECTION 3.6 BLUE SKY REPORTS. If, in the reasonable judgment of the
Fund or its designee, blue sky information is required by applicable state
securities laws or the interpretation thereof by applicable regulatory
authorities, KSvC shall periodically prepare a report to the Fund or its
designee, in accordance with a system approved by the Fund or its designee,
showing by state all sales and redemptions of Fund shares by Plans.
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SECTION 3.7 RECORDS.
(a) GENERAL. KSvC shall maintain and preserve all records
required by law to be maintained and preserved in connection with providing the
above described administrative services. To the extent required by Section 31 of
the 1940 Act, and regulations thereunder, all such records are the property of
the Fund, and shall be preserved, or surrendered promptly to the Fund or its
agents on request. In addition, KSvC agrees that with respect any of its records
that are required to be maintained in connection with its provision of services
under this Agreement under section 17 of the 1934 Act, and regulations
thereunder, (a) such records are subject at any time, or from time to time, to
reasonable periodic, special, or other examinations by representatives of the
Securities and Exchange Commission (the "Commission") and any other regulatory
agency having authority with respect to the Fund or its designee; and (b) KSvC
will furnish to the Commission (and any other appropriate regulatory agency)
upon demand, complete, correct and current hard copies of any and all such
records.
SECTION 3.8 TERMINATION OF SERVICES WITH RESPECT TO A PLAN.
KSvC shall notify the Fund if it terminates its agreement for providing
administrative services to a Plan. In that event,
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KSvC shall deliver to the Fund or its designee all securityholder records that
the Fund is required to maintain under Section 17 of the 1934 Act and Section 31
of the 1940 Act, and applicable regulations, and the Fund or its designee shall
thereafter be responsible for preserving, maintaining and posting such records
on behalf of the Fund.
ARTICLE 4. FEE FOR ADMINISTRATIVE SERVICES. In consideration of the services
provided under this Agreement, KSvC shall receive an administrative fee equal to
35 basis points per annum of the daily net asset value of assets invested by
Plans in the Fund, computed monthly and paid quarterly in arrears. The Fund
shall pay up to $18.00 per account and Bank One shall pay the balance.
ARTICLE 5. DISSEMINATION OF INFORMATION TO PROSPECTIVE PLAN INVESTORS.
SECTION 5.1 MARKETING MATERIALS. KDI is authorized to develop and
prepare materials describing the Fund for use in providing information about the
Fund to Plans and Participants that may invest in Fund shares, including (but
not limited to) a "Fund Sheet," as described by Section 5.2. KDI shall pay the
cost of preparing and printing these materials. The Fund or its designee shall
provide NASD approved historical Fund
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information to KDI in an automated electronic format agreed to by the parties to
assist KDI in preparing the Fund Sheet. KDI shall submit any such materials to
the Principal Underwriter for review and approval before use and the Principal
Underwriter shall advise KDI in writing of its approval or disapproval within
fifteen (15) Business Days of receiving any marketing materials.
SECTION 5.2 FUND SHEET. KDI may develop a standardized format for a
"Fund Sheet" that provides updated performance information about the Fund. KDI
shall submit the Fund Sheet format to the Principal Underwriter for review and
approval in accordance with Section 5.1. After receiving written approval of the
format, KDI may prepare, update and distribute the Fund Sheet without any
requirement for subsequent written approval; provided that (a) each version of
the Fund Sheet is prepared or updated in accordance with the approved format,
and (b) KDI provides a copy of each version of the Fund Sheet to the Principal
Underwriter at least fifteen (15) days prior to first use.
SECTION 5.3 ABSENCE OF REPRESENTATIONS WITH RESPECT TO FUND SHARES.
Neither KDI nor KSvC is authorized to make any representations concerning shares
of the Fund except those contained in either (a) the current Fund prospectus,
(b) other
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printed information supplemental to the current Fund prospectus and issued by
either the Fund or Principal Underwriter, or (c) in materials prepared by KDI
and approved by the Principal Underwriter pursuant to Section 5.1.
SECTION 5.4 USE OF PROSPECTUS FOR MARKETING PURPOSES. KDI shall notify
the Fund or its designee of the number of Fund prospectuses required for
marketing purposes, and the Fund or its designee will provide KDI with a
sufficient quantity at the Fund's own expense.
ARTICLE 6. EXPENSES. In addition to any costs or expenses specifically assumed
by KSvC or KDI under this Agreement, KSvC shall be responsible for costs and
expenses incident to its performance of its responsibilities under this
Agreement. The Fund, Bank One and Principal Underwriter shall assume and pay all
costs and expenses of their operations not specifically assumed by either KSvC
or KDI under this Agreement.
ARTICLE 7. REPRESENTATIONS AND WARRANTIES.
SECTION 7.1 REPRESENTATIONS OF KDI AND KSVC. KDI and KSvC each
represents and warrants:
(a) that it (1) is in material compliance with all applicable
federal, state and securities laws, (2) is duly licensed and authorized to
conduct business in every
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jurisdiction where such license or authorization is required, and (3) has full
authority to enter into this Agreement and carry out its obligations pursuant to
the terms of this Agreement;
(b) that it will promptly notify the Fund or the Principal
Underwriter in the event that it is for any reason unable to perform any of its
obligations under this Agreement;
(c) that it will comply with all federal and state statutes
and regulations applicable to its activities under this Agreement;
(d) for KSvC only, that it is a transfer agent registered
under the 1934 Act and regulations thereunder; and
(e) for KDI only, that it is a broker-dealer registered under
the 1934 Act and regulations thereunder, and the laws of all states and other
jurisdictions necessary for the sale of Fund shares under this Agreement.
SECTION 7.2 REPRESENTATIONS OF THE FUND. The Fund, Bank One, and
Principal Underwriter each represents and warrants:
(a) that it (1) is in material compliance with all applicable
federal, state and securities laws, (2) is duly licensed and authorized to
conduct business in every jurisdiction where such license or authorization is
required, and (3) has full authority to enter into this Agreement and
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carry out its obligations pursuant to the terms of this Agreement;
(b) that it shall promptly notify KDI and KSvC in the event
that it is for any reason unable to perform any of its obligations under this
Agreement;
(c) that it shall comply with all federal and state statutes
and regulations applicable to its activities under this Agreement; and
(d) that (1) the Fund is an investment company registered
under the 1940 Act, (2) a registration statement under the Securities Act of
1933 has been filed and will be effective with respect to all shares of the Fund
being offered for sale, and (3) the Fund has registered and qualified its shares
for sale in accordance with the laws of each jurisdiction where it is required
to do so.
SECTION 7.3 Y2K COMPLIANCE. Each party represents and warrants that the
software used in connection with this Agreement is year 2000 compliant.
ARTICLE 8. TERM AND TERMINATION.
8.1 TERM. This Agreement shall become effective on the date first set
forth above and shall continue in effect until terminated as set forth below.
The provisions of Sections 8.3,
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9.1, 9.2 and Article 10 shall survive any termination of this Agreement.
8.2 TERMINATION. This Agreement may be terminated at the option of
either party upon at least sixty (60) days, written notice. In the event of
termination, KSvC will cease to provide services to Plans or to the Fund with
respect to any new orders for additional shares of the Fund.
8.3 CONTINUATION OF PLAN SERVICES. No fee shall be due to KSvC with
respect to any Fund shares purchased or held by Plans after the termination of
this Agreement. Notwithstanding any termination, to the extent Plans already are
invested in shares of the Fund, Plans shall be permitted to maintain such
investments, and KSvC may continue to provide administrative and recordkeeping
services to Plans and Participants in connection with such investments. In this
regard, the Fund or its designee shall have a continuing obligation to cooperate
with KSvC in its provision of services to Plans, including, but not limited to:
(a) accepting redemption requests and other information from KSvC on behalf of
Plans; (b) forwarding redemption proceeds and other distributions to the Master
Custodial Account or to such other account as designated by KSvC; (c) providing
closing net asset value, dividend and capital gain information as necessary to
permit KSvC's performance of recordkeeping services for
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Plans, and (d) supplying to KSvC prospectuses and other shareholder
communication materials necessary for KSvC's performance of services for Plans.
KSvC shall notify the Fund in the event that KSvC no longer provides services to
a particular Plan.
ARTICLE 9. INDEMNIFICATION.
Section 9.1 INDEMNIFICATION OF FUND, BANK ONE, AND PRINCIPAL
UNDERWRITER. (a) KSvC shall indemnify and hold harmless the Fund, Bank One, and
Principal Underwriter and their respective directors, officers, employees, and
agents against any claims or liabilities suffered to the extent arising from any
act of commission or omission by KSvC relating to this Agreement or the services
rendered hereunder, including reasonable legal fees and other reasonable
out-of-pocket costs of defending against any claims or liability; provided,
however, that KSvC shall not be responsible for any claims or liabilities that
arise from the negligence or willful misconduct of the Fund, Bank One, or
Principal Underwriter, or their respective directors, officers, employees and
agents.
(b) KDI shall indemnify and hold harmless the Fund, Bank One,
and Principal Underwriter and their respective directors, officers, employees,
and agents against any claims or
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liabilities suffered to the extent arising from any act of commission or
omission by KDI relating to this Agreement, including reasonable legal fees and
other reasonable out-of-pocket costs of defending against any claims or
liability; provided, however, that KDI shall not be responsible for any claims
or liabilities that arise from the negligence or willful misconduct of the Fund,
Bank One, or Principal Underwriter, or their respective directors, officers,
employees and agents.
SECTION 9.2 INDEMNIFICATION OF KDI AND KSVC. The Fund, Bank One and
Principal Underwriter shall each indemnify and hold harmless KDI and KSvC and
their respective directors, officers, employees and agents against any claims or
liabilities suffered to the extent arising from any act of commission or
omission by the Fund, Bank One, or Principal Underwriter relating to this
Agreement or the services rendered hereunder, including reasonable legal fees
and other reasonable out-of-pocket costs of defending against any claims or
liability; provided, however, that neither the Fund, Bank One, nor Principal
Underwriter shall be responsible for any claims or liabilities that arise from
the negligence or willful misconduct of KDI or KSvC, or their respective
directors, officers, employees and agents.
ARTICLE 10. CONFIDENTIALITY. All non-public books, records, information and data
pertaining to the business of another party
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that are exchanged or received pursuant to the negotiation or the
performance of this Agreement shall remain confidential, and shall not be
voluntarily disclosed by any party without the prior written consent of the
other party, except as may be required by law or by such party to carry out this
Agreement, or an order of any court, governmental agency or regulatory body.
Further, during the term of this Agreement and for two years thereafter, the
Fund, Bank One and Principal Underwriter agree that they may not use the
identity of Plans that have named KSvC as agent in connection with this
Agreement, or any other information about such Plans obtained in connection with
this Agreement, except for purposes of this Agreement; and that any information
about Plans obtained in connection with this Agreement may not be used to
compete with the relationship of KSvC or any of its affiliates with the Plans.
ARTICLE 11. RELATIONSHIP OF PARTIES. Except to the extent of KSvC's appointment
as agent under Article I of this Agreement, KSvC shall act only as agent for
Plans or on its own behalf. it is understood the parties are independent
contractors and not partners, co-venturers, or employees of each other.
ARTICLE 12. NON-EXCLUSIVITY. Nothing in this Agreement shall prohibit either (a)
KSvC or any of its affiliates from entering agreements similar to this Agreement
with organizations other
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than the Fund, Bank One or Principal Underwriter that also make available shares
of mutual funds or other investment options to Plans; or (b) the Fund, Bank One,
or Principal Underwriter from providing administrative or recordkeeping services
to retirement plans, or from soliciting any such plan (or its sponsor or
fiduciary) to enter into an arrangement with the Fund, Bank One, or Principal
Underwriter, or any of their affiliates for such services, or from otherwise
providing any type of service or product to any person, whether alone or in
participation with others.
ARTICLE 13. MISCELLANEOUS.
SECTION 13.1 AMENDMENT AND WAIVER. Neither this Agreement nor any
provision hereof may be amended, waived, discharged or terminated except by an
instrument in writing signed by all parties hereto.
SECTION 13.2 NOTICES. All notices and other communications hereunder
shall be given or made in writing and shall be hand delivered or mailed by
certified mail, to the party or parties to whom they are directed at the
following address, or at such other addresses as may be designated by notice
from such party to all other parties,
If to KDI or KSvC:
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000 Xxxxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
ATTN: Xxxxxxx X. Xxxxxxxxxxxx
Senior Vice President
If to the Fund, Bank One or Principal Underwriter:
The One Group
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
ATTN: Xxxx X. Xxxxxx
President
Any notice, demand or other communication given in a manner prescribed in this
Section 13.2 shall be deemed to have been delivered on receipt.
SECTION 13.3 SUCCESSORS AND ASSIGNS. This Agreement shall not be
assigned by any party without the written consent of the other parties, except
that a party may assign this Agreement to an affiliate having the same ultimate
ownership as the assigning party without such consent, but such party shall not
be relieved of its responsibilities hereunder by reason of such assignment.
SECTION 13.4 GOVERNING LAW, This Agreement shall be governed by, and
construed and enforced in accordance with applicable federal law and the laws of
the State of Illinois.
SECTION 13.5 COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall be
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an original but all of which together shall constitute one agreement.
SECTION 13.6 SEVERABILITY. In case any one or more of the provisions
contained in this Agreement should be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby.
SECTION 13.7 CAPTIONS. The paragraph headings contained herein are for
reference purposes only and shall not in any way affect the interpretation or
construction of this Agreement.
SECTION 13.8 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement and understanding between the parties hereto and supersedes all prior
agreement and understandings relating to the subject matter hereof.
IN WITNESS WHEREOF, the parties, by their duly authorized officers,
have caused this Agreement to be executed as of the day and year above written.
XXXXXX DISTRIBUTORS, INC. THE ONE GROUP
By: /s/ X.X. Xxxxxxxxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------- ----------------------------
Name: X.X. Xxxxxxxxxxxx Name: /s/ Xxxxx X. Xxxxxxxxx
------------------------- --------------------------
Title: Vice President Title: Vice President
------------------------ -------------------------
XXXXXX SERVICE COMPANY BANK ONE TRUST COMPANY, N.A.
By: /s/ X.X. Xxxxxxxxxxxx By: /s/ Xxxxxxx X. Korgl
--------------------------- ----------------------------
Name: X.X. Xxxxxxxxxxxx Name: /s/ Xxxxxxx X. Korgl
------------------------- --------------------------
Title: Senior Vice President Title: Director of Product Mgmt.
------------------------ -------------------------
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THE ONE GROUP SERVICES COMPANY
By: /s/ Xxxx X. Xxxxxx
-------------------------
Name: /s/ Xxxx X. Xxxxxx
-----------------------
Title: President
----------------------
