Exhibit h (v) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
AGREEMENT
for
TRANSFER AGENCY SERVICES
AGREEMENT made as of the 1st day of November, 1998, by and between Xxxxxx
X. Xxxxx & Co. Daily Passport Cash Trust having its principal office and place
of business at Federated Investors Funds, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx 00000-0000 (the "Fund") and Xxxxxx X. Xxxxx & Co., L.P. a Missouri
limited partnership, having its principal office and place of business at 00000
Xxxxxxxxxx Xxxx, Xx. Xxxxx, Xxxxxxxx 00000-0000 (the "Company").
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
with authorized and issued shares of beneficial interest ("Shares");
WHEREAS, the Fund desires to appoint the Company as its transfer agent and
dividend disbursing agent to provide it with transfer agency services (as herein
defined) and agent in connection with certain other activities, and the Company
desires to accept such appointment;
NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, and intending to be legally bound hereby, the parties hereto agree as
follows:
I. Transfer Agency Services
Article 1. Terms of Appointment.
Subject to the terms and conditions set forth in this Agreement, the Fund
hereby appoints the Company to act as, and the Company agrees to act as,
transfer agent and dividend disbursing agent for the Fund's Shares, and agent in
connection with any accumulation, open-account or similar plans provided to the
shareholders of any Fund "Shareholder(s)"), including without limitation any
periodic investment plan or periodic withdrawal program.
Article 2. Duties of the Company.
The Company shall perform, or cause to be performed, the following services
in accordance with Proper Instructions (herein after defined in Article 5) as
may be provided from time to time by the Fund:
A. Purchases
(1) The Company shall receive orders and payment for the
purchase of shares and promptly deliver payment and
appropriate documentation therefore to the custodian
of the relevant Fund, (the "Custodian"). The Company
shall notify the Fund and the Custodian on a daily
basis of the total amount of orders and payments so
delivered.
(2) Pursuant to purchase orders and in accordance with
the Fund's current Prospectus, the Company shall
compute and issue the appropriate number of Shares of
the Fund and/or Class and hold such Shares in the
appropriate Shareholder accounts.
(3) In the event that any check or other order for the
purchase of Shares of the Fund and/or Class is
returned unpaid for any reason, the Company shall
debit the Share account of the Shareholder by the
number of Shares that had been credited to its
account upon receipt of the check or other order,
promptly mail a debit advice to the Shareholder, and
notify the Fund and/or Class of its action. In the
event that the amount paid for such Shares exceeds
proceeds of the redemption of such Shares plus the
amount of any dividends paid with respect to such
Shares, the Fund and/the Class or its distributor
will reimburse the Company on the amount of such
excess.
B. Distribution
(1) Upon notification by the Fund of the declaration of
any distribution to Shareholders, the Company shall
act as Dividend Disbursing Agent for the Fund in
accordance with the provisions of its governing
document and the then-current Prospectus of the Fund.
The Company shall prepare and mail or credit income,
capital gain, or any other payments to Shareholders.
As the Dividend Disbursing Agent, the Company shall,
on or before the payment date of any such
distribution, notify the Custodian of the estimated
amount required to pay any portion of said
distribution which is payable in cash and request the
Custodian to make available sufficient funds for the
cash amount to be paid out. The Company shall
reconcile the amounts so requested and the amounts
actually received with the Custodian on a daily
basis. If a Shareholder is entitled to receive
additional Shares by virtue of any such distribution
or dividend, appropriate credits shall be made to the
Shareholder's account; and
(2) The Company shall maintain records of account for the
Fund and Class and advise the Fund, the Fund and
Class and its Shareholders as to the foregoing.
C. Redemptions and Transfers
(1) The Company shall receive redemption requests and
redemption directions and, if such redemption
requests comply with the procedures as may be
described in the Fund Prospectus or set forth in
Proper Instructions, deliver the appropriate
instructions therefor to the Custodian. The Company
shall notify the Fund on a daily basis of the total
amount of redemption requests processed and monies
paid to the Company by the Custodian for redemptions.
(2) Upon receiving redemption proceeds from the Custodian with
respect to any redemption, the Company shall pay or
cause to be paid the redemption proceeds in the
manner instructed by the redeeming Shareholders,
pursuant to procedures described in the then-current
Prospectus of the Fund.
(3) If any certificate returned for redemption or other
request for redemption does not comply with the
procedures for redemption approved by the Fund, the
Company shall promptly notify the Shareholder of such
fact, together with the reason therefor, and shall
effect such redemption at the price applicable to the
date and time of receipt of documents complying with
said procedures.
(4) The Company shall effect transfers of Shares by the
registered owners thereof.
(5) The Company shall identify and process abandoned
accounts for state escheatment requirements on an
annual basis and report such actions to the Fund.
D. Recordkeeping
(1) The Company shall record the issuance of Shares of
each Fund, and/or Class, and maintain pursuant to
applicable rules of the Securities and Exchange
Commission ("SEC") a record of the total number of
Shares of the Fund and/or Class which are authorized,
based upon data provided to it by the Fund, and
issued and outstanding. The Company shall also
provide the Fund on a regular basis or upon
reasonable request with the total number of Shares
which are authorized and issued and outstanding, but
shall have no obligation when recording the issuance
of Shares, except as otherwise set forth herein, to
monitor the issuance of such Shares or to take
cognizance of any laws relating to the issue or sale
of such Shares, which functions shall be the sole
responsibility of the Fund.
(2) The Company shall establish and maintain records
pursuant to applicable rules of the SEC relating to
the services to be performed hereunder in the form
and manner as agreed to by the Fund to include a
record for each Shareholder's account of the
following:
(a) Name, address and tax identification number
(and whether such number has been certified);
(b) Number of Shares held;
(c) Historical information regarding the account,
including dividends paid and date and price for
all transactions;
(d) Any freeze, stop-transfer or restraining order
placed against the account;
(e) Information with respect to withholding in the
case of a foreign account or an account for
which withholding is required by the Internal
Revenue Code;
(f) Any dividend reinvestment order, plan
application, dividend address and
correspondence relating to the current
maintenance of the account;
(g) Certificate numbers and denominations for any
Shareholder holding certificates;
(h) Any information required in order for the
Company to perform the calculations
contemplated or required by this Agreement.
(3) The Company shall preserve any such records required
to be maintained pursuant to the rules of the SEC for
the periods prescribed in said rules as specifically
noted below. Such record retention shall be at the
expense of the Company, and such records may be
inspected by the Fund at reasonable times. The
Company may, at its option at any time, and shall
forthwith upon the Fund's demand, turn over to the
Fund and cease to retain in the Company's files,
records and documents created and maintained by the
Company pursuant to this Agreement, which are no
longer needed by the Company in performance of its
services or for its protection. If not so turned over
to the Fund, such records and documents will be
retained by the Company for six years from the year
of creation, during the first two of which such
documents will be in readily accessible form. At the
end of the six year period, such records and
documents will either be turned over to the Fund or
destroyed in accordance with Proper Instructions.
E. Confirmations/Reports
(1) The Company shall furnish to the Fund periodically
the following information:
(a) A copy of the transaction register;
(b) Dividend and reinvestment blotters;
(c) The total number of Shares issued and
outstanding in each state for "blue sky"
purposes as determined according to Proper
Instructions delivered from time to time by the
Fund to the Company;
(d) Shareholder lists and statistical information;
(e) Such other information as may be agreed upon
from time to time.
(2) The Company shall prepare in the appropriate form,
file with the Internal Revenue Service and
appropriate state agencies, and, if required, mail to
Shareholders, such notices for reporting dividends
and distributions paid as are required to be so filed
and mailed and shall withhold such sums as are
required to be withheld under applicable federal and
state income tax laws, rules and regulations.
(3) In addition to and not in lieu of the services set
forth above, the Company shall:
(a) Perform all of the customary services of a
transfer agent, dividend disbursing agent and,
as relevant, agent in connection with
accumulation, open-account or similar plans
(including without limitation any periodic
investment plan or periodic withdrawal
program), including but not limited to:
maintaining all Shareholder accounts, mailing
Shareholder reports and Prospectuses to current
Shareholders, withholding taxes on accounts
subject to back-up or other withholding
(including non-resident alien accounts),
preparing and filing reports on U.S. Treasury
Department Form 1099 and other appropriate
forms required with respect to dividends and
distributions by federal authorities for all
Shareholders, preparing and mailing
confirmation forms and statements of account to
Shareholders for all purchases and redemptions
of Shares and other conformable transactions in
Shareholder accounts, preparing and mailing
activity statements for Shareholders, and
providing Shareholder account information; and
(b) provide a system which will enable the Fund to
monitor the total number of Shares of each Fund
(and/or Class) sold in each state ("blue sky
reporting"). The Fund shall by Proper
Instructions (i) identify to the Company those
transactions and assets to be treated as exempt
from the blue sky reporting for each state and
(ii) verify the classification of transactions
for each state on the system prior to
activation and thereafter monitor the daily
activity for each state. The responsibility of
the Company for each Fund's (and/or Class's)
state blue sky registration status is limited
solely to the recording of the initial
classification of transactions or accounts with
regard to blue sky compliance and the reporting
of such transactions and accounts to the Fund
as provided above.
F. Other Duties
(1) The Company shall answer correspondence from
Shareholders relating to their Share accounts and
such other correspondence as may from time to time be
addressed to the Company;
(2) The Company shall prepare Shareholder meeting lists,
mail proxy statements and cards and other material
supplied to it by the Fund in connection with
Shareholder meetings of each Fund; receive, examine
and tabulate returned proxies, and certify the vote
of the Shareholders;
(3) The Company shall establish and maintain facilities
and procedures for safekeeping of check forms and
facsimile signature imprinting devices, if any; and
for the preparation or use, and for keeping account
of, such forms and devices.
The foregoing, along with any additional services
that the Company shall agree in writing to perform
for the Fund under this Article Two, shall hereafter
be referred to as "Transfer Agency Services."
Article 3. Duties of the Fund.
A. Compliance
The Fund shall assume full responsibility for the
preparation, contents and distribution of their own and/or
their classes' Prospectus and for complying with all
applicable requirements of the Securities Act of 1933, as
amended (the "1933 Act"), the 1940 Act and any laws, rules
and regulations of government authorities having
jurisdiction.
B. Distributions
The Fund shall promptly inform the Company of the
declaration of any dividend or distribution on account of
any Fund's shares.
Article 4. Compensation and Expenses.
A. Annual Fee
For performance by the Company pursuant to this Agreement,
the Fund agrees to pay the Company an annual maintenance
fee for each Shareholder account as agreed upon between the
parties and as may be added to or amended from time to
time. Such fees may be changed from time to time subject to
written agreement between the Fund and the Company.
Pursuant to information in the Fund Prospectus or other
information or instructions from the Fund, the Company may
sub-divide any Fund into Classes or other sub-components
for recordkeeping purposes. The Company will charge the
Fund the same fees for each such Class or sub-component the
same as if each were a Fund.
B. Reimbursements
In addition to the fee paid under Article 4A above, the
Fund agrees to reimburse the Company for out-of-pocket
expenses or advances incurred by the Company for the items
agreed upon between the parties, as may be added to or
amended from time to time. In addition, any other expenses
incurred by the Company at the request or with the consent
of the Fund, will be reimbursed by the Fund.
C. Payment
The compensation and out-of-pocket expenses shall be
accrued by the Fund and shall be paid to the Company no
less frequently than monthly, and shall be paid daily upon
request of the Company. The Company will maintain detailed
information about the compensation and out-of-pocket
expenses by Fund and Class.
D. Any schedule of compensation agreed to hereunder, as may be
adjusted from time to time, shall be dated and signed by a
duly authorized officer of the Fund and a duly authorized
officer of the Company.
General Provisions.
Article 5. Proper Instructions.
As used throughout this Agreement, a "Proper Instruction" means a
writing signed or initialed by one or more person or persons as the
Board shall have from time to time authorized. Each such writing
shall set forth the specific transaction or type of transaction
involved. Oral instructions will be deemed to be Proper Instructions
if (a) the Company reasonably believes them to have been given by a
person previously authorized in Proper Instructions to give such
instructions with respect to the transaction involved, and (b) the
Fund, and the Company promptly cause such oral instructions to be
confirmed in writing. Proper Instructions may include communications
effected directly between electro-mechanical or electronic devices
provided that the Fund, and the Company are satisfied that such
procedures afford adequate safeguards for the Fund's assets. Proper
Instructions may only be amended in writing.
Article 6. Assignment.
Except as provided below, neither this Agreement nor any of the
rights or obligations under this Agreement may be assigned by either
party without the written consent of the other party. This Agreement
shall inure to the benefit of and be binding upon the parties and
their respective permitted successors and assigns.
Article 7. Documents.
A. In connection with the appointment of the Company under
this Agreement, the Fund shall file with the Company the
following documents:
(1) A copy of the Charter and By-Laws of the Fund and all
amendments thereto;
(2) A copy of the resolution of the Board of the Fund
authorizing this Agreement;
(3) All account application forms and other documents
relating to Shareholders accounts; and
(4) A copy of the current Prospectus for each Fund.
B. The Fund will also furnish from time to time the following
documents:
(1) The resolution of the Board of the Fund authorizing
the original issuance of each Fund's, and/or Class's
Shares;
(2) The Registration Statement filed with the SEC and
amendments thereof and orders relating thereto in
effect with respect to the sale of Shares of any
Fund, and/or Class;
(3) A certified copy of each amendment to the governing
document and the By-Laws of the Fund;
(4) Certified copies of each vote of the Board
authorizing officers to give Proper Instructions to
the Custodian and agents for fund accountant, custody
services procurement, and shareholder recordkeeping
or transfer agency services;
(5) Such other certifications, documents or opinions
which the Company may, in its discretion, deem
necessary or appropriate in the proper performance of
its duties; and
(6) Revisions to the Prospectus of each Fund.
C. The Company will provide copies of all insurance policies
related to carrying out the Duties of the Company, and
amendments thereto, all internal reviews performed on the
transfer agency and notification/copies of regulatory
inspections/correspondence and will furnish annually the
following documents:
(1) its annual filing with the Securities and Exchange Commission
on Form TA-2 and, to the extent performed in any
given year, a report completed by independent public
accountants in conformance with Statement on Auditing
Standards #70;
(2) the Annual Study and Evaluation of Internal Accounting Control
required under Rule 17Ad-13 of the Exchange Act; and
(3) its audited financial statements.
Article 8. Representations and Warranties.
A. Representations and Warranties of the Company
The Company represents and warrants to the Fund that:
(1) it is a limited partnership duly organized and
existing and in good standing under the laws of the
State of Missouri;
(2) It is duly qualified to carry on its business in each
jurisdiction where the nature of its business
requires such qualification, and in the State of
Missouri;
(3) it is empowered under applicable laws and by its
Partnership Agreement and By-Laws to enter into and
perform this Agreement;
(4) all requisite corporate proceedings have been taken to
authorize it to enter into and perform its obligations
under this Agreement;
(5) it has and will continue to have access to the
necessary facilities, equipment and personnel to
perform its duties and obligations under this
Agreement;
(6) it shall maintain appropriate insurance coverage in
commercially reasonable amounts insuring against such
risks as are appropriate in light of its obligations
hereunder. No provision of this Agreement shall be
construed to relieve an insurer of any obligation to
pay claims to the Fund or the Company or other insured
parties which would otherwise be a covered claim in
the absence of any provision of this Agreement; and
(7) it is in compliance with federal securities law requirements
and in good standing as a registered transfer agent.
B. Representations and Warranties of the Fund
The Fund represents and warrants to the Company that:
(1) It is an investment company duly organized and
existing and in good standing under the laws of its
state of organization;
(2) It is empowered under applicable laws and by its
Declaration of Trust and By-Laws to enter into and
perform its obligations under this Agreement;
(3) All corporate proceedings required by said
Declaration of Trust and By-Laws have been taken to
authorize it to enter into and perform its
obligations under this Agreement;
(4) The Fund is an open-end investment company registered
under the 1940 Act; and
(5) A registration statement under the 1933 Act will be
effective, and appropriate state securities law
filings have been made and will continue to be made,
with respect to all Shares of each Fund being offered
for sale.
Article 9. Standard of Care and Indemnification.
A. Standard of Care
The Company shall be held to a standard of reasonable care
in carrying out the provisions of this Contract. The
Company shall be entitled to rely on and may act upon
advice of counsel (who may be counsel for the Fund) on all
matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice,
provided that such action is not in violation of applicable
federal or state laws or regulations, and is in good faith
and without negligence.
B. Indemnification by Fund
The Company shall not be responsible for and the Fund or
Fund shall indemnify and hold the Company, including its
officers, directors, shareholders and their agents,
employees and affiliates, harmless against any and all
losses, damages, costs, charges, counsel fees, payments,
expenses and liabilities arising out of or attributable to:
(1) The acts or omissions of any Custodian, Adviser,
Sub-adviser or other party contracted by or approved
by the Fund,
(2) The reliance on or use by the Company or its agents
or subcontractors of information, records and
documents in proper form which
(a) are received by the Company or its agents or
subcontractors and furnished to it by or on
behalf of the Fund, its Shareholders or
investors regarding the purchase, redemption or
transfer of Shares and Shareholder account
information;
(b) are received by the Company from independent
pricing services or sources for use in valuing
the assets of the Funds; or
(c) are received by the Company or its agents or
subcontractors from Advisers, Sub-advisers or
other third parties contracted by or approved
by the Fund of Fund for use in the performance
of services under this Agreement;
(d) have been prepared and/or maintained by the
Fund or its affiliates or any other person or
firm on behalf of the Fund.
(3) The reliance on, or the carrying out by the Company
or its agents or subcontractors of Proper
Instructions of the Fund.
(4) The offer or sale of Shares in violation of any
requirement under the federal securities laws or
regulations or the securities laws or regulations of
any state that such Shares be registered in such
state or in violation of any stop order or other
determination or ruling by any federal agency or any
state with respect to the offer or sale of such
Shares in such state, except to the extent that the
Company fails to properly execute its duties to
report shares sold.
The Company, however, shall not be protected by this
Article 9.B. from liability for any act or omission
resulting from the Company's willful misfeasance, bad
faith, negligence or reckless disregard of its duties
or failure to meet the standard of care set forth in
9.A. above.
C. Reliance
At any time the Company may apply to any officer of the
Fund for instructions, and may consult with legal counsel
with respect to any matter arising in connection with the
services to be performed by the Company under this
Agreement, and the Company and its agents or subcontractors
shall not be liable and shall be indemnified by the Fund or
the appropriate Fund for any action reasonably taken or
omitted by it in reliance upon such instructions or upon
the opinion of such counsel provided such action is not in
violation of applicable federal or state laws or
regulations.
D. Notification
In order that the indemnification provisions contained in
this Article 9shall apply, upon the assertion of a claim
for which either party may be required to indemnify the
other, the party seeking indemnification shall promptly
notify the other party of such assertion, and shall keep
the other party advised with respect to all developments
concerning such claim. The party who may be required to
indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim.
The party seeking indemnification shall in no case confess
any claim or make any compromise in any case in which the
other party may be required to indemnify it except with the
other party's prior written consent.
Article 10. Term and Termination of Agreement.
The Agreement can be terminated by either party upon ninety days
notice to be effective as of the end of such ninety day period. In
the event, however, of willful misfeasance, bad faith, negligence
or reckless disregard of its duties by the Company, the Fund has
the right to terminate the Agreement upon 60 days written notice,
if Company has not cured such willful misfeasance, bad faith,
negligence or reckless disregard of its duties within 60 days. The
termination date for all Funds which become a party to this
Agreement shall be coterminous. Investment Companies that merge or
dissolve during the Term, shall cease to be a party on the
effective date of such merger or dissolution.
Should the Fund exercise its rights to terminate, all
out-of-pocket expenses associated with the movement of records and
materials will be borne by the Fund. Additionally, the Company
reserves the right to charge for any other reasonable expenses
associated with such termination. The provisions of Article 9 shall
survive the termination of this Agreement.
Article 11. Inspection of Records.
Upon the request of the Fund or its representatives, Company shall
provide copies of all records relating to the Fund as may reasonably
be requested to enable the Fund or its representatives to (i) respond
to the directors/trustees requests for information; (ii) monitor and
review the services provided under this agreement; or (iii) comply
with any request of a governmental body or self-regulatory
organization. Company agrees that it will provide the fund or its
representatives assurance from an independent auditor, upon request,
that the fees are being charged in accordance with this agreement.
Company will provide the Fund or its representatives with access to
the books and records in its possession relating to the Shareholder
accounts upon reasonable notice during normal business hours.
Article 12. Amendment.
This Agreement may be amended or modified by a written agreement
executed by both parties.
Article 13. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, the Company
and the Fund may from time to time agree on such provisions
interpretive of or in addition to the provisions of this Agreement
as may in their joint opinion be consistent with the general tenor
of this Agreement. Any such interpretive or additional provisions
shall be in a writing signed by both parties and shall be annexed
hereto, provided that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any
provision of the Charter. No interpretive or additional provisions
made as provided in the preceding sentence shall be deemed to be an
amendment of this Agreement.
Article 14. Governing Law.
This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the
Commonwealth of Pennsylvania.
Article 15. Notices.
Except as otherwise specifically provided herein, Notices and
other writings delivered or mailed postage prepaid to the Fund at
Federated Investors Funds, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx 00000-0000, or to the Company at 00000 Xxxxxxxxxx
Xxxx, Xx. Xxxxx, Xxxxxxxx 00000-0000, or to such other address as
the Fund or the Company may hereafter specify, shall be deemed to
have been properly delivered or given hereunder to the respective
address.
Article 16. Counterparts.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
Article 17. Merger of Agreement.
This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to
the subject hereof whether oral or written.
Article 18. Successor Agent.
If a successor agent for the Fund shall be appointed by the
Fund, the Company shall upon termination of this Agreement deliver
to such successor agent at the office of the Company all properties
of the Fund held by it hereunder. If no such successor agent shall
be appointed, the Company shall at its office upon receipt of
Proper Instructions deliver such properties in accordance with such
instructions.
In the event that no written order designating a successor agent
or Proper Instructions shall have been delivered to the Company on
or before the date when such termination shall become effective,
then the Company shall have the right to deliver to a bank or trust
company, which is a "bank" as defined in the 1940 Act, of its own
selection, having an aggregate capital, surplus, and undivided
profits, as shown by its last published report, of not less than
$200,000,000, all properties held by the Company under this
Agreement. Thereafter, such bank or trust company shall be the
successor of the Company under this Agreement.
Article 19. Severability.
In the event any provision of this Agreement is held illegal,
void or unenforceable, the balance shall remain in effect.
Article 20. Limitations of Liability of Trustees and Shareholders of
the Fund.
The execution and delivery of this Agreement have been
authorized by the Trustees of the Fund and signed by an authorized
officer of the Fund, 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 individually or to
impose any liability on any of them personally, and the obligations
of this Agreement are not binding upon any of the Trustees or
Shareholders of the Fund, but bind only the property of the Fund,
or Class, as provided in the Declaration of Trust.
Article 21. Year 2000 Compliance.
The Company has examined and tested its internal systems which
have been developed to support the services outlined herein, and as
of the date of this Agreement, has no knowledge of any situation or
circumstance that will inhibit the system's ability to provide the
expected functions, or inhibit the Company's ability to provide the
expected services as a result of any business interruptions or
other business problems relating to dates or days before, during,
and after the year 2000. In connection with the foregoing, the
Company has made reasonable inquiry of its business partners and
other entities with whom it conducts business and has carefully
considered the responses of those third-parties.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their names and on their behalf under
their seals by and through their duly authorized officers, as of
the day and year first above written.
XXXXXX X. XXXXX & CO. DAILY PASSPORT CASH TRUST
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Assistant Secretary
XXXXXX X. XXXXX & CO., L.P.
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Principal, CFO
