Exhibit 9(c)
TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made as of the 8th day of September, 1986, between
ADDISON CAPITAL SHARES, INC., a Maryland corporation (the "Fund"), and PROVIDENT
FINANCIAL PROCESSING CORPORATION, a Delaware corporation ("PFPC") which is an
indirect, wholly-owned subsidiary of Provident National Corporation.
R E C I T A L
WHEREAS, the Fund is registered as a open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), and
WHEREAS, the Fund desires to retain PFPC to serve as the Fund's
transfer agent, registrar, and dividend disbursing agent, and PFPC is willing to
furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints PFPC to serve as transfer
agent, registrar and dividend disbursing agent for the Fund with respect to the
shares of the Fund's Capital Stock, par value $0.001 per share ("Shares") for
the period and on the terms set forth in this Agreement. PFPC accepts such
appointment and agrees to furnish the services herein set forth in return for
the compensation as provided in Paragraph 16 of this Agreement.
2. Delivery of Documents. The Fund has furnished PFPC with copies
properly certified or authenticated of each of the following:
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(a) Resolutions of the Fund's Board of Directors authorizing
the appointment of PFPC as transfer agent and registrar and dividend disbursing
agent for the Fund and approving this Agreement;
(b) Appendix A identifying and containing the signatures of
the Fund's officers and/or other persons authorized to sign Written
Instructions, as hereinafter defined, on behalf of the Fund and to execute stock
certificates representing Shares;
(c) The Fund's Articles of Incorporation filed with the
Department of Assessments and Taxation of the State of Maryland on June 4, 1986
and all amendments thereto (such Articles of Incorporation, as presently in
effect and as they shall from time to time be amended, are herein called the
"Charter");
(d) The Fund's By-Laws and all amendments thereto (such
By-Laws, as presently in effect and as they shall from time to time be amended,
are herein called the "By-Laws");
(e) Copies of all documents relating to any voluntary investor
service plans sponsored by the Fund, including periodic investment plans such as
Individual Retirement Accounts;
(f) The Investment Advisory and Administration Agreement
between Addison Capital Management Company (the "Adviser") and the Fund dated as
of September 8, 1986;
(g) The Services Agreement between Xxxxxx Xxxxxxxxxx Xxxxx
Inc. ("Janney") and the Fund dated as of September 8, 1986 (the "Management
Agreement");
(h) The Custodian Agreement between Provident National Bank
and the Fund dated as of September 8, 1986;
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(i) The Underwriting Agreement between the Fund and Janney
dated as of September 8, 1986 (the "Underwriting Agreement");
(j) The Fund's Notification of Registration filed pursuant to
Section 8(a) of the 1940 Act on Form N-8A under the 1940 Act as filed with the
Securities and Exchange Commission ("SEC") on or about June 10, 1986;
(k) The Fund's most recent Pre-Effective Amendment to its
Registration Statement on Form N-lA under the Securities Act of 1933, as amended
(the "1933 Act") (File No. 33-6364) and under the 1940 Act as filed with the SEC
on September 9, 1986 relating to Shares, and all amendments thereto; and
(l) The Fund's most recent prospectus (such prospectus, as
presently in effect and all amendments and supplements thereto are herein called
the "Prospectus").
The Fund will furnish PFPC from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing, if any.
3. Definitions.
(a) "Authorized Person". As used in this Agreement, the term
"Authorized Person" means any officer of the Fund and any other person, whether
or not any such person is an officer or employee of the Fund, duly authorized by
the Board of Directors of the Fund to give Oral and Written Instructions on
behalf of the Fund and listed on the Certificate annexed hereto as Appendix A or
any amendment thereto as may be received by PFPC from time to time.
(b) "Oral Instructions". As used in this Agreement, the term
"Oral Instructions" means oral instructions actually received by PFPC from an
Authorized Person or from a person reasonably believed by PFPC to be an
Authorized Person. The Fund agrees to deliver to PFPC, at
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the time and in the manner specified in Paragraph 4(b) of this Agreement,
Written Instructions confirming Oral Instructions.
(c) "Written instructions". As used in this Agreement, the
term "Written Instructions" means written instructions delivered by hand, mail,
tested telegram, cable, telex or facsimile sending device, and received by PFPC
and signed by an Authorized Person.
4. Instructions Consistent with Charter, etc.
(a) Unless otherwise provided in this Agreement, PFPC shall
act only upon Oral or Written Instructions. Although PFPC may take cognizance of
the provisions of the Charter and By-Laws of the Fund, PFPC may assume that any
Oral or Written Instructions received hereunder are not in any way inconsistent
with any provisions of such Charter or By-Laws or any vote, resolution or
proceeding of the Shareholders, or of the Board of Directors, or of any
committee thereof.
(b) PFPC shall be entitled to rely upon any Oral Instructions
and any Written Instructions actually received by PFPC pursuant to this
Agreement. The Fund agrees to forward to PFPC Written Instructions confirming
Oral Instructions in such manner that the Written Instructions are received by
PFPC by the close of business of the same day that such Oral Instructions are
given to PFPC. The Fund agrees that the fact that such confirming Written
Instructions are not received by PFPC shall in no way affect the validity of the
transactions or enforceability of the transactions authorized by the Fund by
giving Oral Instructions. The Fund agrees that PFPC shall incur no liability to
the Fund in acting upon Oral Instructions given to PFPC hereunder concerning
such transactions provided such instructions reasonably appear to have been
received from an Authorized Person.
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5. Transactions Not Requiring Instructions. In the absence of contrary
Written Instructions, PFPC is authorized to take the following actions:
(a) Issuance of Shares. Upon receipt of a purchase order from
Janney for the purchase of Shares and sufficient information to enable PFPC to
establish a Shareholder account, and after confirmation of receipt or crediting
of Federal funds for such order from the Fund's Custodian, PFPC shall issue and
credit the account of the investor or other record holder with Shares.
(b) Transfer of Shares.
1. Certificated Securities. Upon receipt of signed
stock certificates, which shall be in proper form for transfer, and upon
cancellation or destruction thereof, PFPC shall countersign, register and issue
new certificates for the same number of Shares and shall deliver them pursuant
to instructions received from the transferor, pursuant to the rules of the
exchange upon which Shares are listed, the rules and regulations of the
Securities and Exchange Commission, and the law of the State of Maryland
relating to the transfer of shares of common stock.
2. Uncertificated Securities. Where a Shareholder
does not hold a certificate representing the number of Shares in his account and
does provide PFPC with instructions for the transfer of such shares which
include a signature guaranteed by a national bank or registered broker/dealer
and such other appropriate documentation to permit a transfer, then PFPC shall
register such shares and shall deliver them pursuant to instructions received
from the transferor, pursuant to the rules of the exchange upon which Shares are
listed, the rules and regulations of the Securities and Exchange Commission, and
the law of the State of Maryland relating to the transfer of shares of common
stock.
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(c) Stock Certificates. The Fund will supply PFPC with a
sufficient supply of stock Certificates representing Shares, in the form
approved from time to time by the Board of Directors of the Fund, and, from time
to time, shall replenish such supply upon request of PFPC. Such stock
certificates shall be properly signed, manually or by facsimile signature, by
the duly authorized officers of the Fund, whose names and positions shall be set
forth on Appendix A, and shall bear the corporate seal or facsimile thereof of
the Fund, and notwithstanding the death, resignation or removal of any officer
of the Fund, such executed certificates bearing the manual or by facsimile
signature of such officer shall remain valid and may be issued to Shareholders
until PFPC is otherwise directed by Written Instructions.
(d) Lost or Destroyed Certificates. In the case of the loss or
destruction of any certificate representing Shares, no new Certificate shall be
issued in lieu thereof, unless there shall first have been furnished an
appropriate bond of indemnity issued by the surety company approved by PFPC.
(e) Uncertificated Securities. Upon receipt of the stock
certificates, which shall be in proper form for transfer, together with
Shareholder's instructions to hold such stock certificates for safekeeping, PFPC
shall reduce such shares to uncertificated status, while retaining the
appropriate registration in the name of Shareholder upon the transfer books.
Upon receipt of written instructions from a Shareholder of
uncertificated securities for a certificate in the number of shares in his
account, PFPC will issue such stock certificates and deliver them to
Shareholder.
6. Authorized Shares. The Fund's authorized capital stock consists of
Two Billion (2,000,000,000) shares of Capital Stock par value $0.001 per Share,
of which 50,000,000 are
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classified as Class A Common Stock and the remainder of which are unclassified.
PFPC shall record issues of all Shares and shall notify the Fund in case any
proposed issue of Shares by the Fund shall result in an over-issue as defined by
Section 8-104(2) of Article 8 of the Maryland Uniform Commercial Code. In case
any issue of Shares would result in such an over-issue, PFPC shall refuse to
issue said Shares and shall not countersign and issue certificates for such
Shares. The Fund agrees to notify PFPC promptly of any change in the number of
authorized Shares and of any change in the number of Shares registered under the
1933 Act or termination of the Fund's declaration under Rule 24f-2 of the 1940
Act.
7. Dividends and Distributions. The Fund shall furnish PFPC with
appropriate evidence of action by the Fund's Board of Directors authorizing the
declaration and payment of dividends and distributions as described in the
Prospectus. After deducting any amount required to be withheld by any applicable
tax laws, rules and regulations or other applicable laws, rules and regulations,
PFPC shall in accordance with the instructions in proper form from such
Shareholders and the provisions of the Fund's Charter and Prospectus, issue and
credit the account of the Shareholder with Shares, or, if the Shareholder so
elects pay such dividends or distribution in cash, in the manner described in
the Prospectus. In lieu of receiving from the Fund's Custodian and paying to
Shareholders cash dividends or distributions, PFPC may arrange for the direct
payment of cash dividends and distributions to Shareholders by the Fund's
Custodian, in accordance with such procedures and controls as are mutually
agreed upon from time to time by and among the Fund, PFPC and the Fund's
Custodian.
PFPC shall prepare, file with the Internal Revenue Service and other
appropriate taxing authorities, and address and mail to Shareholders such
returns and information relating to dividends
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and distributions paid by the Fund as are required to be so prepared, filed and
mailed by applicable laws, rules and regulations, or such substitute form of
notice as may from time to time be permitted or required by the Internal Revenue
Service. On behalf of the Fund, PFPC shall mail certain requests for
shareholders' certifications under penalties of perjury and pay on a timely
basis to the appropriate Federal authorities any taxes to be withheld on
dividends and distributions paid by the Fund, all as required by applicable
Federal tax laws and regulations.
In accordance with Prospectus and such procedures and controls as are
mutually agreed upon from time to time by and among the Fund, PFPC and the
Fund's Custodian, PFPC shall (a) arrange for issuance of shares obtained through
(1) transfers of funds from shareholders' accounts at financial institutions,
(2) the Pre-Authorized Check Plan, (3) the Right of Accumulation, and (4) the
Letter of Intent Program; (b) arrange for the exchange of Shares for shares of
the Reserve Fund, Inc., Reserve Tax-Exempt Trust-Interstate Portfolio, and
Reserve New York Tax-Exempt Trust; and (c) arrange for systematic withdrawals
from the account of a Shareholder participating in the Systematic Withdrawal
Plan.
8. Communications with Shareholders.
(a) Communications to Shareholders. PFPC will address and mail
all communications by the Fund to its Shareholders, including reports to
Shareholders, confirmations of purchases and sales of Fund Shares, monthly
statements, dividend and distribution notices and proxy material for its
meetings of Shareholders. PFPC will receive and tabulate the proxy cards for the
meetings of the Fund's Shareholders.
(b) Correspondence. PFPC will answer such correspondence from
Shareholders, securities brokers and others relating to its duties hereunder and
such other correspondence as may
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from time to time be mutually agreed upon between PFPC and the Fund.
9. Records. PFPC shall maintain records of the accounts for
each Shareholder showing the following information:
(a) name, address and United States Tax Identification or
Social Security number;
(b) number and class of Shares held and number of Shares for
which certificates, if any, have been issued, including certificate numbers and
denominations;
(c) historical information regarding the account of each
Shareholder, including dividends and distributions paid and the date and price
for all transactions on a Shareholder's account;
(d) any stop or restraining order placed against a
Shareholder's account;
(e) any correspondence relating to the current maintenance of
a Shareholder's account;
(f) information with respect to withholdings; and,
(g) any information required in order for PFPC to perform any
calculations contemplated or required by this Agreement.
The books and records pertaining to the Fund which are in the
possession of PFPC shall be the property of the Fund. Such books and records
shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws and rules and regulations. The Fund, or the Fund's
authorized representatives, shall have access to such books and records at all
times during PFPC's normal business hours. Upon the reasonable request of the
Fund, copies of any such books
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and records shall be provided by PFPC to the Fund or the Fund's authorized
representative at the Fund's expense.
10. Reports. PFPC shall furnish state by state registration reports,
and such other information, including Shareholder lists and statistical
information concerning accounts as may be agreed upon from time to time between
the Fund and PFPC.
11. Cooperation With Accountants. PFPC shall cooperate with the Fund's
independent public accountants and shall take all reasonable action in the
performance of its obligations under this Agreement to assure that the necessary
information is made available to such accountants for the expression of their
opinion as such may be required by the Fund from time to time.
12. Confidentiality. PFPC agrees on behalf of itself and its employees
to treat confidentially all records and other information relative to the Fund
and its prior, present or potential Shareholders and relative to the Advisor,
Janney and its prior, present or potential customers, except, after prior
notification to and approval in writing by the Fund, which approval shall not be
unreasonably withheld and may not be withheld, where PFPC may be exposed to
civil or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so requested
by the Fund.
13. Equipment Failures. In the event of equipment failures beyond
PFPC's control, PFPC shall, at no additional expense to the Fund, take
reasonable steps to minimize service interruptions but shall have no liability
with respect thereto. The foregoing obligation shall not extend to computer
terminals located outside of premises maintained by PFPC. PFPC shall enter into
and shall maintain in effect with appropriate parties one or more agreements
making reasonable provision for emergency use of electronic data processing
equipment to the extent appropriate
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equipment is available.
14. Right to Receive Advice.
(a) Advice of Fund. If PFPC shall be in doubt as to any action
to be taken or omitted by it, it may request, and shall receive, from the Fund
directions or advice, including Oral or Written Instructions where appropriate.
(b) Advice of Counsel. If PFPC shall be in doubt as to any
question of law involved in any action to be taken or omitted by PFPC, it may
request advice at its own cost from counsel of its own choosing (who may be
counsel for the Adviser, the Fund or PFPC, at the option of PFPC).
(c) Conflicting Advice. In case of conflict between
directions, advice or Oral or Written Instructions received by PFPC pursuant to
subparagraph (a) of this paragraph and advice received by PFPC pursuant to
subparagraph (b) of this paragraph, PFPC shall be entitled to rely on and follow
the advice received pursuant to the latter provision alone.
(d) Protection of PFPC. PFPC shall be protected in any action
or inaction which it takes in reliance on any directions, advice or Oral or
Written Instructions received pursuant to subparagraphs (a) or (b) of this
paragraph which PFPC, after receipt of any such directions, advice or Oral or
Written Instructions, in good faith believes to be consistent with such
directions, advice or Oral or Written Instructions, as the case may be. However,
nothing in this paragraph shall be construed as imposing upon PFPC any
obligation (i) to seek such directions, advice or Oral or Written Instructions,
or (ii) to act in accordance with such directions, advice or Oral or Written
Instructions when received, unless, under the terms of another provision of this
Agreement, the same is a condition to PFPC's properly taking or omitting to take
such action. Nothing in this
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subsection shall excuse PFPC when an action or omission on the part of PFPC
constitutes willful misfeasance, bad faith, gross negligence or reckless
disregard by PFPC of its duties and obligations under this Agreement.
15. Compliance with Governmental Rules and Regulations. The Fund
assumes full responsibility for insuring that the contents of each prospectus of
the Fund complies with all applicable requirements of the 1933 Act, the 1934
Act, the 1940 Act, and any laws, rules and regulations of governmental
authorities having jurisdiction.
16. Compensation. As compensation for the services rendered by PFPC
during the term of this Agreement, the Fund will pay to PFPC monthly fees that
shall be agreed to from time to time by the Fund and PFPC, for each account open
at any time during the month for which payment is being made, plus certain of
PFPC's expenses relating to such services, as shall be agreed to from time to
time by the Fund and PFPC.
17. Indemnification. The Fund agrees to indemnify and hold harmless
PFPC and its nominees and sub-contractors from all taxes, charges, expenses,
assessments, claims and liabilities (including, without limitation, liabilities
arising under the 1933 Act, the Securities Exchange Act of 1934, the 1940 Act,
and any state and foreign securities and blue sky laws, all as or to be amended
from time to time) and expenses, including (without limitation) attorneys' fees
and disbursements, arising directly or indirectly from any action or thing which
PFPC takes or does or omits to take or do (i) at the request or on the direction
of or in reliance on the advice of the Fund or (ii) upon Oral or Written
Instructions, provided, that neither PFPC nor any of its nominees or
subcontractors shall be indemnified against any liability to the Fund or to its
Shareholders (or any expenses incident to such liability) arising out of (x)
PFPC's or such nominee's or such sub-contractors' own willful
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misfeasance, bad faith or gross negligence or reckless disregard of its duties
in connection with the performance of its duties and obligations under this
Agreement or (y) PFPC's or such nominee's or sub-contractors' own negligent
failure to perform its duties expressly provided for in this Agreement or
otherwise agreed to by PFPC in writing.
18. Responsibility of PFPC. PFPC shall be under no duty to take any
action on behalf of the Fund except as specifically set forth herein or as may
be specifically agreed to by PFPC in writing. In the performance of its duties
hereunder, PFPC shall be obligated to exercise care and diligence and to act in
good faith and to use its best efforts within reasonable limits to insure the
accuracy and completeness of all services performed under this Agreement. PFPC
shall be responsible for its own negligent failure to perform its duties under
this Agreement, but to the extent that duties, obligations and responsibilities
are not expressly set forth in this Agreement, PFPC shall not be liable for any
act or omission which does not constitute willful misfeasance, bad faith or
gross negligence on the part of PFPC or reckless disregard of such duties,
obligations and responsibilities. Without limiting the generality of the
foregoing or of any other provision of this Agreement, PFPC in connection with
its duties under this Agreement shall not be under any duty or obligation to
inquire into and shall not be liable for or in respect of (a) the validity or
invalidity or authority or lack thereof of any Oral or Written Instruction,
notice or other instrument which conforms to the applicable requirements of this
Agreement, if any, and which PFPC reasonably believes to be genuine, or (b)
delays or errors or loss of data occurring by reason of circumstances beyond
PFPC's control, including acts of civil or military authority, national
emergencies, labor difficulties, fire, mechanical breakdown (except as provided
in Paragraph 13), flood or catastrophe, acts of God, insurrection, war, riots or
failure of the mails, transportation, communication or power
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supply.
19. Duration and Termination. This Agreement shall continue until
termination by the Fund or by PFPC on sixty (60) days' written notice.
20. Registration as a Transfer Agent. PFPC represents that it is
currently registered with the appropriate Federal authority for the registration
of transfer agents, and that it will remain so registered for the duration of
this Agreement. PFPC agrees that it will promptly notify the Fund in the event
of any material change in its status as a registered transfer agent.
21. Notices. All notices and other communications, including Written
Instructions (collectively referred to as "Notice" or "Notices" in this
paragraph), hereunder shall be in writing or by confirming telegram, cable,
telex or facsimile sending device. Notices shall be addressed (a) if to PFPC at
X.X. Xxx 0000, Xxxxxxxxxx, Xxxxxxxx 00000; (b) if to the Fund, at the address of
the Fund attention: Xxxxxxx X. Xxxxxx; or (c) if to neither of the foregoing, at
such other address as shall have been notified to the sender of any such Notice
or other communication. If the location of the sender of a Notice and the
address of the addressee thereof are, at the time of sending, more than 100
miles apart, the Notice may be sent by first-class mail, in which case it shall
be deemed to have been given five days after it is sent, or if sent by
confirming telegram, cable, telex or facsimile sending device, it shall be
deemed to have been given immediately, and, if the location the sender of a
Notice and the address of the addressee thereof are, at the time of sending, not
more than 100 miles apart, the Notice may be sent by first-class mail, in which
case it shall be deemed to have been given three days after it is sent, or if
sent by messenger, it shall be deemed to have been given on the day it is
delivered, or if sent by confirming telegram, cable, telex or facsimile sending
device, it shall be deemed to have been given immediately. All postage, cable,
telegram, telex and facsimile
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sending device charges arising from the sending of a Notice hereunder shall be
paid by the sender.
22. Further Actions. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
23. Amendments. This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
24. Assignment. The performance hereunder may be assigned and
sub-contracted by PFPC to an affiliate or wholly-owned subsidiary of it,
Provident National Bank, Provident National Corporation or PNC Financial Corp
without the Fund's consent but with at least thirty (30) days' prior written
notice.
25. Miscellaneous. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings relating to the subject matter hereof, provided that the
parties hereto may embody in one or more separate documents their agreement, if
any, with respect to Oral Instructions. The captions in this Agreement are
included for convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or effect. This
Agreement shall be deemed to be a contract made in Pennsylvania and governed by
Pennsylvania law. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the
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remainder of this Agreement shall not be affected thereby. This Agreement shall
be binding and shall inure to the benefit of the parties hereto and their
respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.
[SEAL] ADDISON CAPITAL SHARES, INC.
Attest: /s/ Xxxxxxxxx Xxxxxxx By: /s/ Xxx Xxxxxx
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Secretary President
[SEAL] PROVIDENT FINANCIAL, PROCESSING
CORPORATION
Attest: /s/ Xxxx X. Xxxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxx III
----------------------------- --------------------------
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Appendix A
ADDISON CAPITAL SHARES, INC.
Name Signature
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Xxx X. Xxxxxx /s/ Xxx X. Xxxxxx
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Xxxxxxxxx Xxxxxxx /s/ Xxxxxxxxx Xxxxxxx
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Xxxx X. Xxxx /s/ Xxxx X. Xxxx
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Xxxxxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxx
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Xxxxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxx /s/ Xxxxxx X. Xxxx
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Xxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxx
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