EXHIBIT 9(b)
SUB-TRANSFER AGENCY SERVICES AGREEMENT
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THIS AGREEMENT is made as of July 1, 1996 by and among XXXXXX TRUST AND
SAVINGS BANK, an Illinois corporation ("Xxxxxx") and PFPC INC., a Delaware
corporation ("PFPC").
W I T N E S S E T H:
WHEREAS, the Xxxxxx Insight Funds Inc., a Maryland corporation (the
"Company") is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, Xxxxxx has entered into a Transfer Agency Services Agreement
dated July 1, 1996, with the Company (the "Transfer Agency Services Agreement"),
concerning the provision of services as transfer agent, registrar, dividend
disbursing agent and shareholder servicing agent to its investment portfolios;
WHEREAS, Xxxxxx wishes to retain PFPC to serve as sub-transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent to the
Company's investment portfolios listed on Exhibit A attached hereto and made a
part hereof, as such Exhibit A may be amended from time to time (each a
"Portfolio"), and PFPC wishes to furnish such services.
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:
1. DEFINITIONS. AS USED IN THIS AGREEMENT:
(a) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as
amended.
(c) "Authorized Person" means any officer of the Company and
any other person duly authorized by the Company's Board of Directors to give
Oral Instructions and Written Instructions on behalf of the Company and listed
on the Authorized Persons Appendix attached hereto and made a part hereof or any
amendment thereto as may be received by PFPC. An Authorized Person's scope of
authority may be limited by the Company by setting forth such limitation in the
Authorized Persons Appendix.
(d) "CEA" means the Commodities Exchange Act, as amended.
(e) "Oral Instructions" mean oral instructions received by
PFPC from an Authorized Person or from a person reasonably believed by PFPC to
be an Authorized Person.
(f) "SEC" means the Securities and Exchange Commission.
(g) "Securities Laws" mean the 1933 Act, the 1934 Act, the
1940 Act and the CEA.
(h) "Shares" mean the shares of common stock of any series or
class of the Company.
(i) "Written Instructions" mean written instructions signed by
an Authorized Person and received by PFPC. The instructions may be delivered by
hand, mail, tested telegram, cable, telex or facsimile sending device.
2. APPOINTMENT. Xxxxxx hereby appoints PFPC to serve as sub-transfer
agent, registrar, dividend disbursing agent and shareholder servicing agent to
the Company's Portfolios in accordance with the terms set forth in this
Agreement. PFPC accepts such appointment and agrees to furnish such services.
3. DELIVERY OF DOCUMENTS. The Company or Xxxxxx has provided or, where
applicable, will provide PFPC with the following:
(a) Certified or authenticated copies of the
resolutions of the Board of Directors,
approving the appointment of PFPC or its
affiliates to provide services to the Fund
and approving this Agreement;
(b) A copy of the Company's most recent
effective registration statement;
(c) A copy of the advisory agreement with
respect to each Portfolio;
(d) A copy of the distribution agreement with
respect to each class of Shares of the
Company;
(e) A copy of each Portfolio's administration
agreements if PFPC is not providing the
Portfolio with such services;
(f) Copies of any shareholder servicing
agreements made in respect of a Portfolio;
and
(g) Copies (certified or authenticated where
applicable) of any and all amendments or
supplements to the foregoing.
4. COMPLIANCE WITH RULES AND REGULATIONS. PFPC undertakes to comply
with all applicable requirements of the Securities Laws and any laws, rules and
regulations of governmental authorities having jurisdiction with respect to the
duties to be performed by PFPC hereunder. Except as specifically set forth
herein, PFPC assumes no responsibility for such compliance by the Company or any
of its investment portfolios.
5. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, PFPC shall
act only upon Oral Instructions and Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instructions
and Written Instructions it receives from an Authorized Person (or from a person
reasonably believed by PFPC to be an Authorized Person) pursuant to this
Agreement. PFPC may assume that any Oral Instruction or Written Instruction
received hereunder is not in any way inconsistent with the provisions of
organizational documents or this Agreement or of any vote, resolution or
proceeding of the Company's Board of Directors or of the Company's shareholders,
unless and until PFPC receives Written Instructions to the contrary.
(c) The Company will forward to PFPC Written Instructions
confirming Oral Instructions so that PFPC receives the Written Instructions by
the close of business on the same day that such Oral Instructions are received.
The fact that such confirming Written Instructions are not received by PFPC
shall in no way invalidate the transactions or enforceability of the
transactions authorized by the Oral Instructions. Where Oral Instructions or
Written Instructions reasonably appear to have been received from an Authorized
Person, PFPC shall incur no liability to Xxxxxx in acting upon such Oral
Instructions or Written Instructions provided that PFPC's actions comply with
the other provisions of this Agreement.
6. RIGHT TO RECEIVE ADVICE.
(a) Advice of the Fund. If PFPC is in doubt as to any action
it should or should not take, PFPC may request directions or advice, including
Oral Instructions or Written Instructions, from Xxxxxx.
(b) Advice of Counsel. If PFPC shall be in doubt as to any
question of law pertaining to any action it should or should not take, PFPC may
request advice at its own cost from such counsel of its own choosing (who may be
counsel for Xxxxxx, or PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between
directions, advice or Oral Instructions or Written Instructions PFPC receives
from Xxxxxx, and the advice it receives from counsel, PFPC may rely upon and
follow the advice of counsel. In the event PFPC so relies on the advice of
counsel, PFPC remains liable for any action or omission on the part of PFPC
which constitutes willful misfeasance, bad faith, negligence or reckless
disregard by PFPC of any duties, obligations or responsibilities set forth in
this Agreement.
(d) Protection of PFPC. PFPC shall be protected in any action
it takes or does not take in reliance upon directions, advice or Oral
Instructions or Written Instructions it receives from Xxxxxx or from counsel and
which PFPC believes, in good faith, to be consistent with those directions,
advice or Oral Instructions or Written Instructions. Nothing in this section
shall be construed so as to impose an obligation upon PFPC (i) to seek such
directions, advice or Oral Instructions or Written Instructions, or (ii) to act
in accordance with such directions, advice or Oral Instructions or Written
Instructions unless, under the terms of another provision of this Agreement, the
same is a condition of PFPC's properly taking or not taking such action. Nothing
in this subsection shall excuse PFPC when an action or omission on the part of
PFPC constitutes willful misfeasance, bad faith, negligence or reckless
disregard by PFPC of any duties, obligations or responsibilities set forth in
this Agreement.
7. RECORDS; VISITS. The books and records pertaining to the Company,
which are in the possession or under the control of PFPC, shall be the property
of the Company. Such books and records shall be prepared and maintained as
required by the 1940 Act and other applicable securities laws, rules and
regulations. The Company and Authorized Persons shall have access to such books
and records at all times during PFPC's normal business hours. Upon the
reasonable request of Xxxxxx or the Company, copies of any such books and
records shall be provided by PFPC to Xxxxxx or the Company or to an Authorized
Person, at the Company's expense.
8. CONFIDENTIALITY. PFPC agrees to keep confidential all records of the
Company and information relating to the Company and its shareholders, unless the
release of such records or information is otherwise consented to, in writing, by
Xxxxxx. Xxxxxx agrees that such consent shall not be unreasonably withheld and
may not be withheld where PFPC may be exposed to civil or criminal contempt
proceedings or when required to divulge such information or records to duly
constituted authorities.
9. COOPERATION WITH ACCOUNTANTS. PFPC shall cooperate with the
Company's independent public accountants and shall take all reasonable actions
in the performance of its obligations under this Agreement to ensure that the
necessary information is made available to such accountants for the expression
of their opinion, as required by the Company.
10. DISASTER RECOVERY. PFPC shall enter into and shall maintain in
effect with appropriate parties one or more agreements making reasonable
provisions for emergency use of electronic data processing equipment. In the
event of equipment
failures, PFPC shall, at no additional expense to Xxxxxx, exercise its best
efforts in good faith to minimize service interruptions. PFPC shall have no
liability with respect to the loss of data or service interruptions caused by
equipment failure, provided such loss or interruption is not caused by PFPC's
own willful misfeasance, bad faith, negligence or reckless disregard of its
duties or obligations under this Agreement.
11. COMPENSATION. As compensation for services rendered by PFPC during
the term of this Agreement, Xxxxxx will pay to PFPC a fee or fees as may be
agreed to from time to time in writing by Xxxxxx and PFPC.
12. INDEMNIFICATION. Xxxxxx agrees to indemnify and hold harmless PFPC
from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, liabilities arising under the Securities Laws
and any state and foreign securities and blue sky laws, and amendments thereto),
and expenses, including reasonable attorneys' fees and disbursements, arising
directly or indirectly from any action or omission to act which PFPC takes (i)
at the request or on the direction of or in reliance on the advice of Xxxxxx or
(ii) upon Oral Instructions or Written Instructions. PFPC shall not, however, be
indemnified against any liability (or any expenses incident to such liability)
arising out of PFPC's or its affiliates' own willful misfeasance, bad faith,
negligence or reckless disregard of its duties and obligations under this
Agreement.
13. RESPONSIBILITY OF PFPC.
(a) PFPC shall be under no duty to take any action on behalf
of Xxxxxx or any Portfolio except as specifically set forth herein or as may be
specifically agreed to by PFPC in
writing. PFPC shall be obligated to exercise care and diligence in the
performance of its duties hereunder, to act in good faith and to use its best
efforts, within reasonable limits, in performing services provided for under
this Agreement. PFPC shall be liable for any damages arising out of PFPC's
failure to perform its duties under this Agreement to the extent such damages
arise out of PFPC's willful misfeasance, bad faith, negligence or reckless
disregard of such duties.
(b) Without limiting the generality of the foregoing or of any
other provision of this Agreement, (i) PFPC, shall not be liable for losses
beyond its control, provided that PFPC has acted in accordance with the standard
of care set forth above; and (ii) PFPC shall not be under any duty or obligation
to inquire into and shall not be liable for (A) the validity or invalidity or
authority or lack thereof of any Oral Instruction or Written Instruction, notice
or other instrument which conforms to the applicable requirements of this
Agreement, and which PFPC reasonably believes to be genuine; or (B) subject to
Section 10, 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, flood, catastrophe,
acts of God, insurrection, war, riots or failure of the mails, transportation,
communication or power supply.
(c) Notwithstanding anything in this Agreement to the
contrary, PFPC shall not be liable to Xxxxxx, the Company or any Portfolio for
any consequential, special or indirect losses or damages which Xxxxxx may incur
or suffer by or as a consequence of PFPC's performance of the services provided
hereunder, whether
or not the likelihood of such losses or damages was known by PFPC or its
affiliates.
14. DESCRIPTION OF SERVICES.
(a) Services Provided on an Ongoing Basis, If Applicable.
(i) Calculate 12b-1 payments;
(ii) Maintain proper shareholder
registrations;
(iii) Review new applications and correspond
with shareholders to complete or correct
information;
(iv) Direct payment processing of checks or
wires;
(v) Prepare and certify stockholder lists in
conjunction with proxy solicitations;
(vi) Countersign share certificates;
(vii) Prepare and mail to shareholders
confirmation of activity;
(viii) Provide toll-free lines for direct
shareholder use, plus customer liaison
staff for on-line inquiry response;
(ix) Mail duplicate confirmations to
broker-dealers of their clients'
activity, whether executed through the
broker-dealer or directly with PFPC;
(x) Provide periodic shareholder lists and
statistics to the clients;
(xi) Provide detailed data for
underwriter/broker confirmations;
(xii) Prepare periodic mailing of year-end tax
and statement information;
(xiii) Notify on a timely basis the
administrator, investment adviser,
accounting agent, and custodian of fund
activity; and
(xiv) Perform other participating
broker-dealer shareholder services as
may be agreed upon from time to time.
(b) Services Provided by PFPC Under Oral Instructions or
Written Instructions.
(i) Accept and post daily Portfolio purchases
and redemptions;
(ii) Accept, post and perform shareholder
transfers and exchanges;
(iii) Pay dividends and other distributions;
(iv) Solicit and tabulate proxies; and
(v) Issue and cancel certificates (when
requested in writing by the shareholder).
(c) Purchase of Shares. PFPC shall issue and credit an account of an
investor, in the manner described in the Company's prospectus, once it receives:
(i) A purchase order;
(ii) Proper information to establish a
shareholder account; and
(iii) Confirmation of receipt or crediting of
funds for such order to the Company's
custodian.
(d) Redemption of Shares. PFPC shall redeem Shares only if
that function is properly authorized by the certificate of incorporation or
resolution of the Company's Board of Directors. Shares shall be redeemed and
payment therefor shall be
made in accordance with the Company's prospectus, when the recordholder tenders
Shares in proper form and directs the method of redemption. If the recordholder
has not directed that redemption proceeds be wired, when the Custodian provides
PFPC with funds, the redemption check shall be sent to and made payable to the
recordholder, unless:
(i) the surrendered certificate is drawn to the
order of an assignee or holder and transfer
authorization is signed by the recordholder;
or
(ii) Transfer authorizations are signed by the
recordholder when Shares are held in
book-entry form.
When a broker-dealer notifies PFPC of a redemption desired by a customer, and
the Custodian provides PFPC with funds, PFPC shall prepare and send the
redemption check to the broker-dealer and made payable to the broker-dealer on
behalf of its customer.
(e) Dividends and Distributions. Upon receipt of a resolution
of the Company's Board of Directors authorizing the declaration and payment of
dividends and distributions, PFPC shall issue dividends and distributions
declared by the Company in Shares, or, upon shareholder election, pay such
dividends and distributions in cash, if provided for in the Company's
prospectus. Such issuance or payment, as well as payments upon redemption as
described above, shall be made after deduction and payment of the required
amount of funds to be withheld in accordance with any applicable tax laws or
other laws, rules or regulations. PFPC shall mail to the Company's shareholders
such tax forms and other information, or permissible substitute notice, relating
to dividends and distributions paid by the Company as are required to be filed
and mailed by applicable law,
rule or regulation. PFPC shall prepare, maintain and file with the IRS and other
appropriate taxing authorities reports relating to all dividends above a
stipulated amount paid by the Company to its shareholders as required by tax or
other law, rule or regulation.
(f) Shareholder Account Services.
(i) PFPC may arrange, in accordance with the
prospectus, for issuance of Shares obtained
through:
- Any pre-authorized check plan; and
- Direct purchases through broker wire orders,
checks and applications.
(ii) PFPC may arrange, in accordance with the
prospectus, for a shareholder's:
- Exchange of Shares for shares of another
fund with which the Company has exchange
privileges;
- Automatic redemption from an account where
that shareholder participates in a automatic
redemption plan; and/or
- Redemption of Shares from an account with a
checkwriting privilege.
(g) Communications to Shareholders. Upon timely Written
Instructions, PFPC shall mail all communications by the Company to its
shareholders, including:
(i) Reports to shareholders;
(ii) Confirmations of purchases and sales of
Company shares;
(iii) Monthly or quarterly statements;
(iv) Dividend and distribution notices;
(v) Proxy material; and
(vi) Tax form information.
In addition, PFPC will receive and tabulate the proxy cards
for the meetings of the Company's shareholders.
(h) Records. PFPC shall maintain records of the accounts for
each shareholder showing the following information:
(i) Name, address and United States Tax
Identification or Social Security number;
(ii) Number and class of Shares held and number
and class of Shares for which
certificates, if any, have been issued,
including certificate numbers and
denominations;
(iii) 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;
(iv) Any stop or restraining order placed
against a shareholder's account;
(v) Any correspondence relating to the current
maintenance of a shareholder's account;
(vi) Information with respect to withholdings;
and
(vii) Any information required in order for the
transfer agent to perform any calculations
contemplated or required by this
Agreement.
(i) Lost or Stolen Certificates. PFPC shall place a stop
notice against any certificate reported to be lost or stolen and comply with all
applicable federal regulatory requirements for reporting such loss or alleged
misappropriation. A new certificate shall be registered and issued only upon:
(i) The shareholder's pledge of a lost instrument bond or
such other appropriate indemnity bond issued by a
surety company approved by PFPC; and
(ii) Completion of a release and indemnification agreement
signed by the shareholder to protect PFPC and its
affiliates.
(j) Shareholder Inspection of Stock Records. Upon a request
from any Company shareholder to inspect stock records, PFPC will notify Xxxxxx
and Xxxxxx will issue instructions granting or denying each such request. Unless
PFPC has acted contrary to Xxxxxx' instructions, Xxxxxx agrees to and does
hereby, release PFPC from any liability for refusal of permission for a
particular shareholder to inspect the Company's stock records.
(k) Withdrawal of Shares and Cancellation of Certificates.
Upon receipt of Written Instructions, PFPC shall cancel
outstanding certificates surrendered by the Company to reduce the total amount
of outstanding shares by the number of shares surrendered by the Company.
15. DURATION AND TERMINATION. This Agreement shall continue until
terminated by Xxxxxx or by PFPC on sixty (60) days' prior written notice to the
other party.
16. NOTICES. All notices and other communications, including Written
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. Notices shall be addressed (a) if to PFPC, at 000
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; (b) if to Xxxxxx, at Xxxxxx Trust
and Savings Bank, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, XX 00000, Attention: Xxxxx X.
Xxxxxxxx, Senior Vice President, with a copy to the Company at Xxx Xxxxxxxx
Xxxxx, Xxxxx Xxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 or (c) if to neither of the foregoing, at such other address
as shall have been given by like notice to the sender of any such notice or
other communication by the other party. If notice is sent by confirming
telegram, cable, telex or facsimile sending device, it shall be deemed to have
been given immediately. If notice is sent by first-class mail, it shall be
deemed to have been given three days after it has been mailed. If notice is sent
by messenger, it shall be deemed to have been given on the day it is delivered.
17. AMENDMENTS. This Agreement, or any term thereof, may be changed or
waived only by a written amendment, signed by the party against whom enforcement
of such change or waiver is sought.
18. DELEGATION; ASSIGNMENT. PFPC may assign its rights and delegate its
duties hereunder to any wholly-owned direct or indirect subsidiary of PNC Bank,
National Association or PNC Bank Corp., provided that (i) PFPC gives Xxxxxx
ninety (90) days' prior written notice; (ii) the delegate (or assignee) agrees
with PFPC and Xxxxxx to comply with all relevant provisions of the 1940 Act;
(iii) PFPC remains responsible for the performance of its duties hereunder by
such delegate (or assignee); (iv) the delegate (or assignee) possesses expertise
comparable to or greater than that of PFPC in providing the services required
hereunder; and (v) PFPC and such delegate (or assignee) promptly provide such
information as Xxxxxx or the Company may request, and respond to such questions
as Xxxxxx or the Company may ask, relative to the delegation (or assignment),
including (without limitation) the capabilities of the delegate (or assignee).
19. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
20. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
21. MISCELLANEOUS.
(a) Entire Agreement. This Agreement embodies the entire
agreement and understanding between the parties and supersedes all prior
agreements and understandings relating to the subject matter hereof, provided
that the parties may embody in one or more separate documents their agreement,
if any, with respect to delegated duties and Oral Instructions.
(b) Captions. 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.
(c) Governing Law. This Agreement shall be deemed to be a
contract made in Delaware and governed by Delaware law, without regard to
principles of conflicts of law.
(d) Partial Invalidity. If any provision of this Agreement
shall be held or made invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected thereby.
(e) Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
(f) Facsimile Signatures. The facsimile signature of any party
to this Agreement shall constitute the valid and binding execution hereof by
such party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxxx X. Xxxxxxxx
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Title: Senior Vice President
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PFPC INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: Executive Vice President
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EXHIBIT A
THIS EXHIBIT A, dated as of July 1, 1996, is Exhibit A to that certain
Sub-Transfer Agency Services Agreement dated as of July 1, 1996 between XXXXXX
TRUST AND SAVINGS BANK and PFPC INC.
PORTFOLIOS
Money Market Fund
Government Money Market Fund
Tax Exempt Money Market Fund
Equity Fund
Short Intermediate Bond Fund
Convertible Securities Fund
Hemisphere Fund
AUTHORIZED PERSONS APPENDIX
NAME (TYPE) SIGNATURE
Xxxxx X. Xxxxxxxx /s/ Xxxxx X. Xxxxxxxx
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Xxxx X. Xxxxxx /s/ Xxxx X. Xxxxxx
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Xxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxx /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxxxxx /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxx /s/ Xxxxxx X. Xxxx
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Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx
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Xxxxxxxx Xxxxxxxx /s/ Xxxxxxxx Xxxxxxxx
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Xxxx Xxxx /s/ Xxxx Xxxx
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Xxxxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx Xxxxxxx /s/ Xxxxxxx Xxxxxxx
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