AGREEMENT AND PLAN OF ACQUISITION
THIS AGREEMENT made as of the 10th day of June, 2002 is made by and
among Principal Growth, Inc., a Maryland corporation (hereinafter called "Growth
Fund"), Principal Partners LargeCap Growth Fund, Inc., a Maryland corporation
(hereinafter called "Partners LargeCap Growth Fund"), and Principal Management
Corporation, an Iowa corporation (hereinafter called "Principal Management").
WITNESSETH:
Whereas the Board of Directors of the Growth Fund and the Board of
Directors of the Partners LargeCap Growth Fund, each an open-end management
investment company, deem it advisable that the Growth Fund acquire all of the
assets of the Partners LargeCap Growth Fund in exchange for the assumption by
the Growth Fund of all of the liabilities of the Partners LargeCap Growth Fund
and shares issued by the Growth Fund which are thereafter to be distributed by
the Partners LargeCap Growth Fund pro rata to its shareholders in complete
liquidation and termination of the Partners LargeCap Growth Fund and in exchange
for all of the Partners LargeCap Growth Fund's outstanding shares;
NOW, THEREFORE, in consideration of the mutual promises herein contained, each
of the parties hereto represents and warrants to, and agrees with each of the
other parties as follows:
1. The Growth Fund hereby represents and warrants to the Partners
LargeCap Growth Fund that:
(a) The Growth Fund is a corporation with transferable shares duly
organized and validly existing under the laws of Maryland and
has full power to own its properties and assets and to carry
on its business as such business is now being conducted;
(b) The Growth Fund's statement of assets and liabilities as of
October 31,2001 and the related statements of operations for
the year then ended, changes in net assets for each of the two
years then ended and its financial highlights for each of the
five years in the period then ended, all audited by Ernst &
Young LLP as set forth in their report, have been prepared in
accordance with accounting principles generally accepted in
the United States. Such financial statements fairly present
the financial position of the Growth Fund as of such date and
the results of its operations, changes in net assets and
financial highlights for the periods covered thereby;
(c) There are no claims, actions, suits or proceedings pending or,
to its knowledge, threatened against or affecting the Growth
Fund or its properties or business or its right to issue and
sell shares, or which would prevent or hinder consummation of
the transactions contemplated hereby, and it is not charged
with, or to the Growth Fund's knowledge, threatened with, any
charge or investigation of any violation of any provision of
any federal, state or local law or any administrative ruling
or regulation relating to any aspect of its business or the
issuance or sale of its shares;
(d) The Growth Fund is not a party to or subject to any judgment
or decree or order entered in any suit or proceeding brought
by any governmental agency or by any other person enjoining it
in respect of, or the effect of which is to prohibit, any
business practice or the acquisition of any property or the
conduct of business by it or the issuance or sale of its
shares in any area;
(e) The Growth Fund has filed all tax returns required to be
filed, has no liability for any unpaid taxes and has made a
proper election to be treated as a regulated investment
company under Subchapter M of the Internal Revenue Code of
1986 (the "Code") for each of its taxable years. The Growth
Fund has not committed any action or failed to perform any
necessary action that would render invalid its election to be
treated as a regulated investment company for any of its
taxable years;
(f) The authorization, execution and delivery of this Agreement on
behalf of the Growth Fund does not, and the consummation of
the transactions contemplated hereby will not, violate or
conflict with any provision of the Growth Fund's Articles of
Incorporation or Bylaws, or any provision of, or result in the
acceleration of any obligation under, any mortgage, lien,
lease, agreement, instrument, order, arbitration award,
judgment or decree to which it is party or by which it or any
of its assets is bound, or violate or conflict with any other
material contractual or statutory restriction of any kind or
character to which it is subject;
(g) This Agreement has been duly authorized, executed, and
delivered by the Growth Fund and constitutes a valid and
binding agreement of the Growth Fund and all governmental and
other approvals required for the Growth Fund to carry out the
transactions contemplated hereunder have been or on or prior
to the Closing Date (as herein after defined) will have been
obtained;
(h) The Growth Fund is registered under the Investment Company Act
of 1940, as amended (the "1940 Act"), as an open-end,
diversified management investment company. The Growth Fund is
currently in compliance with the 1940 Act and the rules of the
Securities and Exchange Commission promulgated thereunder.
Neither the Growth Fund nor its affiliates have violated
Section 9 of the 1940 Act, are currently subject to an
exemptive order of the Securities and Exchange Commission
pursuant to Section 9(c) of the 1940 Act, or are currently
subject to any current or threatened investigation or
enforcement action by the Securities and Exchange Commission
or any other federal or state authority which could result in
a violation of Section 9(a) of the 1940 Act;
(i) On the Closing Date, the Growth Fund will own its assets free
and clear of all liens, claims, charges, options and
encumbrances;
(j) The Growth Fund will declare to shareholders of record on or
prior to the Closing Date a dividend or dividends which,
together with all previous such dividends, shall have the
effect of distributing to its shareholders all of its income
(computed without regard to any deduction for dividends paid)
and all of its net realized capital gains, if any, as of the
Closing Date;
(k) On the Closing Date the shares of the Growth Fund to be
delivered to the Partners LargeCap Growth Fund hereunder shall
have been registered under the Securities Act of 1933, as
amended (the "1933 Act") and duly authorized, and, when issued
and delivered pursuant to this Agreement, will be validly
issued, fully paid and nonassessable; and the Growth Fund will
comply with all applicable laws in connection with the
issuance of such shares and shall not be subject to a
stop-order of the Securities and Exchange Commission in
connection therewith.
2. The Partners LargeCap Growth Fund hereby represents and warrants to
the Growth Fund that:
(a) The Partners LargeCap Growth Fund is a corporation with
transferable shares duly organized and validly existing under
the laws of Maryland and has full power to own its properties
and assets and to carry on its business as such business is
now being conducted;
(b) The Partners LargeCap Growth Fund's statement of assets and
liabilities as of October 31,2001 and the related statements
of operations for the year then ended, changes in net assets
for each of the two years then ended and its financial
highlights for each of the five years in the period then
ended, all audited by Ernst & Young LLP as set forth in their
report, have been prepared in accordance with accounting
principles generally accepted in the United States. Such
financial statements fairly present the financial position of
the Partners LargeCap Growth Fund as of such date and the
results of its operations, changes in net assets and financial
highlights for the periods covered thereby;
(c) There are no claims, actions, suits or proceedings pending or,
to its knowledge, threatened against or affecting the Partners
LargeCap Growth Fund or its properties or business or its
tight to issue and sell shares, or which would prevent or
hinder consummation of the transactions contemplated hereby,
and it is not charged with, or to the Partners LargeCap Growth
Fund's knowledge, threatened with, any charge or investigation
of any violation of any provision of any federal, state or
local law or any administrative ruling or regulation relating
to any aspect of its business or the issuance or sale of its
shares;
(d) The Partners LargeCap Growth Fund is not party to or subject
to any judgment or decree or order entered in any suit or
proceeding brought by any governmental agency or by any other
persons enjoining it in respect of, or the effect of which is
to prohibit, any business practice or the acquisition of any
property or the conduct of business by it or the issuance or
sale of its shares in any area;
(e) The Partners LargeCap Growth Fund has filed all tax returns
required to be filed, has no liability for any unpaid taxes
and has made a proper election to be treated as a regulated
investment company under Subchapter M of the Code for each of
its taxable years. The Partners LargeCap Growth Fund has not
committed any action or failed to perform any necessary action
that would render invalid its election to be treated as a
regulated investment company for any of its taxable years;
(f) The authorization, execution and delivery of this Agreement on
behalf of the Partners LargeCap Growth Fund does not, and the
consummation of the transactions contemplated hereby will not,
violate or conflict with any provision of the Partners
LargeCap Growth Fund's Articles of Incorporation or Bylaws, or
any provision of, or result in the acceleration of any
obligation under, any mortgage, lien, lease, agreement,
instrument, order, arbitration award, judgment or decree to
which it is party or by which it or any of its assets is
bound, or violate or conflict with any other material
contractual or statutory restriction of any kind or character
to which it is subject;
(g) This Agreement has been duly authorized, executed, and
delivered by the Partners LargeCap Growth Fund and constitutes
a valid and binding agreement of the Partners LargeCap Growth
Fund, and all governmental and other approvals required for
the Partners LargeCap Growth Fund to carry out the
transactions contemplated hereunder have been or on or prior
to the Closing Date will have been obtained;
(h) On the Closing Date the Partners LargeCap Growth Fund will own
its assets free and clear of all liens, claims, charges,
options, and encumbrances and, except for the Management
Agreement, Investment Service Agreement, Distribution
Agreement, Distribution and Shareholder Servicing Agreement
and the Custodian Agreement with Bank of New York, there will
be no material contracts or agreements (other than this
Agreement) outstanding to which the Partners LargeCap Growth
Fund is a party or to which it is subject;
(i) On the Closing Date the Partners LargeCap Growth Fund will
have full right, power and authority to sell, assign and
deliver the assets to be sold, assigned, transferred and
delivered to the Growth Fund hereunder, and upon delivery and
payment for such assets, the Growth Fund will acquire good,
marketable title thereto free and clear of all liens, claims,
charges, options and encumbrances;
(j) The Partners LargeCap Growth Fund will declare to shareholders
of record on or prior to the Closing Date a dividend or
dividends which, together with all previous such dividends,
shall have the effect of distributing to the shareholders all
of its income (computed without regard to any deduction for
dividends paid) and all of its net realized capital gains, if
any, as of the Closing; and
(k) The Partners LargeCap Growth Fund will, from time to time, as
and when requested by the Growth Fund, execute and deliver or
cause to be executed and delivered all such assignments and
other instruments, and will take and cause to be taken such
further action, as the Growth Fund may deem necessary or
desirable in order to vest in and confirm to the Growth Fund
title to and possession of all the assets of the Partners
LargeCap Growth Fund to be sold, assigned, transferred and
delivered hereunder and otherwise to carryout the intent and
purpose of this Agreement.
3. Based on the respective representations and warranties, subject
to the terms and conditions contained herein, the Partners
LargeCap Growth Fund agrees to transfer to the Growth Fund and
the Growth Fund agrees to acquire from the Partners LargeCap
Growth Fund, all of the assets of the Partners LargeCap Growth
Fund on the Closing Date and to assume from the Partners LargeCap
Growth Fund all of the liabilities of the Partners LargeCap
Growth Fund in exchange for the issuance of the number of shares
of the Growth Fund provided in Section 4 which will be
subsequently distributed pro rata to the shareholders of the
Partners LargeCap Growth Fund in complete liquidation and
termination of the Partners LargeCap Growth Fund and in exchange
for all of the Partners LargeCap Growth Fund's outstanding
shares. The Partners LargeCap Growth Fund shall not issue, sell
or transfer any of its shares after the Closing Date, and only
redemption requests received by the Partners LargeCap Growth Fund
in proper form prior to the Closing Date shall be fulfilled by
the Partners LargeCap Growth Fund. Redemption requests received
by the Partners LargeCap Growth Fund thereafter shall be treated
as requests for redemption of those shares of the Growth Fund
allocable to the shareholder in question as provided in Section 6
of this Agreement.
4. On the Closing Date, the Growth Fund will issue to the Partners
LargeCap Growth Fund a number of full and fractional shares of the
Growth Fund, taken at their then net asset value, having an
aggregate net asset value equal to the aggregate value of the net
assets of the Partners LargeCap Growth Fund. The aggregate value
of the net assets of the Partners LargeCap Growth Fund and the
Growth Fund shall be determined in accordance with the then
current Prospectus of the Growth Fund as of closing of the New
York Stock Exchange on the Closing Date.
5. The closing of the transactions contemplated in this Agreement
(the "Closing") shall be held at the offices of Principal
Management, 000 0xx Xxxxxx, Xxx Xxxxxx, Xxxx 00000-0000 (or at
such other place as the parties hereto may agree) at 3:00 p.m.
Central Daylight Time on July 31, 2002 or on such earlier or later
date as the parties hereto may mutually agree. The date on which
the Closing is to be held as provided in this Agreement shall be
known as the "Closing Date."
In the event that on the Closing Date (a) the New York Stock
Exchange is closed for other than customary week-end and holiday
closings or (b) trading on said Exchange is restricted or (c) an
emergency exists as a result of which it is not reasonably
practicable for the Growth Fund or the Partners LargeCap Growth
Fund to fairly determine the value of its assets, the Closing Date
shall be postponed until the first business day after the day on
which trading shall have been fully resumed.
6. As soon as practicable after the Closing, the Partners LargeCap
Growth Fund shall (a) distribute on a pro rata basis to the
shareholders of record of the Partners LargeCap Growth Fund at the
close of business on the Closing Date the shares of the Growth
Fund received by the Partners LargeCap Growth Fund at the Closing
in exchange for all of the Partners LargeCap Growth Fund's
outstanding shares, and (b) be liquidated and dissolved in
accordance with applicable law and its Articles of Incorporation.
For purposes of the distribution of shares of the Growth Fund to
shareholders of the Partners LargeCap Growth Fund, the Growth Fund
shall credit on the books of the Growth Fund an appropriate number
of shares of the Growth Fund to the account of each shareholder of
the Partners LargeCap Growth Fund. The Growth Fund will issue a
certificate or certificates only upon request and, in the case of
a shareholder of the Partners LargeCap Growth Fund whose shares
are represented by certificates, only upon surrender of such
certificates. No certificates will be issued for fractional shares
of the Growth Fund. After the Closing Date and until surrendered,
each outstanding certificate which, prior to the Closing Date,
represented shares of the Partners LargeCap Growth Fund, shall be
deemed for all purposes of the Growth Fund's Articles of
Incorporation and Bylaws to evidence the appropriate number of
shares of the Growth Fund to be credited on the books of the
Growth Fund in respect of such shares of the Partners LargeCap
Growth Fund as provided above.
7. Subsequent to the execution of this Agreement and prior to the
Closing Date, the Partners LargeCap Growth Fund shall deliver to
the Growth Fund a list setting forth the assets to be assigned,
delivered and transferred to the Growth Fund, including the
securities then owned by the Partners LargeCap Growth Fund and the
respective federal income tax bases (on an identified cost basis)
thereof, and the liabilities to be assumed by the Growth Fund
pursuant to this Agreement.
8. All of the Partners LargeCap Growth Fund's portfolio securities
shall be delivered by the Partners LargeCap Growth Fund's
custodian on the Closing Date to the Growth Fund or its
custodian, either endorsed in proper form for transfer in such
condition as to constitute good delivery thereof in accordance
with the practice of brokers or, if such securities are held in a
securities depository within the meaning of Rule 17f-4 under the
1940 Act, transferred to an account in the name of the Growth
Fund or its custodian with said depository. All cash to be
delivered pursuant to this Agreement shall be transferred from
the Partners LargeCap Growth Fund's account at its custodian to
the Growth Fund's account at its custodian. If on the Closing
Date the Partners LargeCap Growth Fund is unable to make good
delivery pursuant to this Section 8 to the Growth Fund's
custodian of any of the Partners LargeCap Growth Fund's portfolio
securities because such securities have not yet been delivered to
the Partners LargeCap Growth Fund's custodian by its brokers or
by the transfer agent for such securities, then the delivery
requirement of this Section 8 with respect to such securities
shall be waived, and the Partners LargeCap Growth Fund shall
deliver to the Growth Fund's custodian on or by said Closing Date
with respect to said undelivered securities executed copies of an
agreement of assignment in a form satisfactory to the Growth
Fund, and a due xxxx or due bills in form and substance
satisfactory to the custodian, together with such other documents
including brokers' confirmations, as may be reasonably required
by the Growth Fund.
9. The obligations of the Growth Fund under this Agreement shall be
subject to receipt by the Growth Fund on or prior to the Closing
Date of:
(a) Copies of the resolutions adopted by the Board of Directors of
the Partners LargeCap Growth Fund and its shareholders
authorizing the execution of this Agreement by the Partners
LargeCap Growth Fund and the transactions contemplated
hereunder, certified by the Secretary or Assistant Secretary
of the Partners LargeCap Growth Fund;
(b) A certificate of the Secretary or Assistant Secretary of the
Partners LargeCap Growth Fund as to the signatures and
incumbency of its officers who executed this Agreement on
behalf of the Partners LargeCap Growth Fund and any other
documents delivered in connection with the transactions
contemplated thereby on behalf of the Partners LargeCap Growth
Fund;
(c) A certificate of an appropriate officer of the Partners
LargeCap Growth Fund as to the fulfillment of all agreements
and conditions on its part to be fulfilled hereunder at or
prior to the Closing Date and to the effect that the
representations and warranties of the Partners LargeCap Growth
Fund are true and correct in all material respects at and as
of the Closing Date as if made at and as of such date; and
(d) Such other documents, including an opinion of counsel, as the
Growth Fund may reasonably request to show fulfillment of the
purposes and conditions of this Agreement.
10. The obligations of the Partners LargeCap Growth Fund under this
Agreement shall be subject to receipt by the Partners LargeCap
Growth Fund on or prior to the Closing Date of:
(a) Copies of the resolutions adopted by the Board of Directors of
the Growth Fund authorizing the execution of this Agreement
and the transactions contemplated hereunder, certified by the
Secretary or Assistant Secretary of the Growth Fund,
(b) A certificate of the Secretary or Assistant Secretary of the
Growth Fund as to the signatures and incumbency of its
officers who executed this Agreement on behalf of the Growth
Fund and any other documents delivered in connection with the
transactions contemplated thereby on behalf of the Growth
Fund,
(c) A certificate of an appropriate officer of the Growth Fund as
to the fulfillment of all agreements and conditions on its
part to be fulfilled hereunder at or prior to the Closing Date
and to the effect that the representations and warranties of
the Growth Fund are true and correct in all material respects
at and as of the Closing Date as if made at and as of such
date; and
(d) Such other documents, including an opinion of counsel, as the
Partners LargeCap Growth Fund may reasonably request to show
fulfillment of the purposes and conditions of this Agreement.
11. The obligations of the parties under this Agreement shall be
subject to:
(a) Any required approval, at a meeting duly called for the
purpose, of the holders of the outstanding shares of the
Partners LargeCap Growth Fund of this Agreement and the
transactions contemplated hereunder, and
(b) The right to abandon and terminate this Agreement, if either
party to this Agreement believes that the consummation of the
transactions contemplated hereunder would not be in the best
interests of its shareholders.
12. Except as expressly provided otherwise in this Agreement,
Principal Management will pay or cause to be paid all out-of
pocket fees and expenses incurred by the Partners LargeCap Growth
Fund or the Growth Fund in connection with the transactions
contemplated under this Agreement, including, but not limited to,
accountants' fees, legal fees, registration fees, printing
expenses, transfer taxes (if any) and the fees of banks and
transfer agents. This obligation shall survive the termination or
expiration of this Agreement regardless of the consummation of the
transactions contemplated hereunder.
13. This Agreement may be amended by an instrument executed by both
the duly authorized officers of the Growth Fund and the Partners
LargeCap Growth Fund at any time, except that after approval by
the shareholders of the Partners LargeCap Growth Fund no amendment
may be made with respect to the Agreement which in the opinion of
the Board of Directors of the Partners LargeCap Growth Fund
materially adversely affects the interests of the shareholders of
the Partners LargeCap Growth Fund. At any time either party hereto
may by written instrument signed by it (i) waive any inaccuracies
in the representations and warranties made to it contained herein
and (ii) waive compliance with any of the covenants or conditions
made for its benefit contained herein.
14. In addition to the right to terminate this Agreement described in
paragraph 11, this Agreement may be terminated and the plan
described in the Agreement abandoned at any time prior to the
Closing Date, whether before or after action thereon by the
shareholders of the Partners LargeCap Growth Fund and
notwithstanding favorable action by such shareholders, by mutual
consent of the Board of Directors of the Growth Fund and the Board
of Directors of the Partners LargeCap Growth Fund. This Agreement
may also be terminated by action of the Board of Directors of the
Growth Fund or the Board of Directors of the Partners LargeCap
Growth Fund (the "Terminating Fund"), if:
(a) The plan described in the Agreement shall not have become
effective by October 31, 2002 (hereinafter called the "Final
Date") unless such Final Date shall have been changed by
mutual agreement; or
(b) The Growth Fund shall, at the Final Date, have failed to
comply with any of its agreements; or
(c) Prior to the Final Date any one or more of the conditions to
the obligations of the Growth Fund contained in this Agreement
shall not be fulfilled to the reasonable satisfaction of the
Partners LargeCap Growth Fund and its counsel or it shall
become evident to the Partners LargeCap Growth Fund that any
of such conditions are incapable of being fulfilled.
15. This Agreement shall bind and inure to the benefit of the parties
hereto and is not intended to confer upon any other person any
rights or remedies hereunder.
16. The parties hereto represent and warrant that they have not
employed any broker, finder or intermediary in connection with
this transaction who might be entitled to a finder's fee or other
similar fee or commission.
17. All prior or contemporaneous agreements and representations are
hereby merged into this Agreement, which constitutes the entire
contract between the parties hereto.
18. This Agreement shall be governed by and construed in accordance
with the laws of the State of Iowa.
19. This Agreement maybe executed in one or more counterparts, all of
which shall be considered one and the same agreement, and shall
become effective when one or more of the counterparts has been
signed by all parties hereto.
20. Principal Management shall indemnify, defend and hold harmless the
Growth Fund, its officers, directors, employees and agents against
all losses, claims, demands, liabilities and expenses, including
reasonable legal and other expenses incurred in defending claims
or liabilities, whether or not resulting in any liability to the
Growth Fund, its officers, directors, employees or agents, arising
out of (1) breach by the Partners LargeCap Growth Fund of any
warranty made by the Partners LargeCap Growth Fund herein or (2)
any untrue statement or alleged untrue statement of a material
fact contained in any prospectus or registration statement for the
Partners LargeCap Growth Fund, as filed with the SEC or any state,
or any amendment or supplement thereto, or in any information
provided by the Partners LargeCap Growth Fund included in any
registration statement filed by the Growth Fund with the SEC or
any state or any amendment or supplement thereto; or which shall
arise out of or be based upon any omission or alleged omission to
state therein a material fact required to be stated in any such
prospectus, registration statement or application necessary to
make the statements therein not misleading. This indemnity
provision shall survive the termination of this Agreement.
21. The Growth Fund shall indemnify, defend and hold harmless the
Partners LargeCap Growth Fund, its officers, trustees, employees
and agents against all losses, claims, demands, liabilities and
expenses, including reasonable legal and other expenses incurred
in defending claims or liabilities, whether or not resulting in
any liability to the Partners LargeCap Growth Fund, its officers,
trustees, employees or agents, arising out of any untrue statement
or alleged untrue statement of a material fact contained in any
prospectus or registration statement for the Growth Fund, as filed
with the SEC or any state, or any amendment or supplement thereto,
or any application prepared by or on behalf of the Growth Fund and
filed with any state regulatory agency in order to register or
qualify shares of the Growth Fund under the securities laws
thereof; or which shall arise out of or be based upon any omission
or alleged omission to state therein a material fact required to
be stated in any such prospectus, registration statement or
application necessary to make the statements therein not
misleading; provided, however, the Growth Fund shall not be
required to indemnify the Partners LargeCap Growth Fund, its
officers, trustees, employees and agents against any loss, claim,
demand, liability or expense arising out of any information
provided by the Partners LargeCap Growth Fund included in any
registration statement filed by the Growth Fund with the SEC or
any state, or any amendment or supplement thereto. This indemnity
provision shall survive the termination of this Agreement.
22. The execution of this Agreement has been authorized by the Board
of Directors of the Growth Fund and by the Board of Directors of
the Partners LargeCap Growth Fund.
IN WlTNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and attested by their officers thereunto duly authorized, as of the date first
written above.
PRINCIPAL GROWTH FUND, INC.
BY: /s/A. S. Filean
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A. S. Filean
Attest: TITLE: Senior Vice President and Secretary
-------------------------------------------
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx
Title: Vice President and Assistant Secretary
----------------------------------------
PRINCIPAL PARTNERS LARGECAP GROWTH FUND, INC.
BY: /s/A. S. Filean
-------------------------------------------
A. S. Filean
Attest: TITLE: Senior Vice President and Secretary
-------------------------------------------
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx
Title: Vice President and Assistant Secretary
----------------------------------------
PRINCIPAL MANAGEMENT CORPORATION
BY: /s/A. S. Filean
-------------------------------------------
A. S. Filean
Attest: TITLE: Senior Vice President and Secretary
-------------------------------------------
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx
Title: Vice President and Assistant Secretary
----------------------------------------
