MONTEAGLE FUNDS
MANAGEMENT AGREEMENT
AGREEMENT made as of the 1st day of May, 2009, by and between Monteagle
Funds (the "Trust"), a Delaware business trust with its principal office and
place of business at 000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxx
00000 and Nashville Capital Corporation ("Nashville"), a Tennessee corporation,
with its principal office and place of business at 000 Xxxxx Xxxxxx Xxxxx, Xxxxx
000, Xxxxxxxxx, Xxxxxxxxx 00000 (the "Adviser").
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end, management investment company and
may issue its shares of beneficial interest, no par value (the "Shares"), in
separate series; and
WHEREAS, the Adviser is authorized to act as an investment adviser under
the Investment Adviser Act of 1940, and engage in the advisory business and the
provision of certain other administrative and recordkeeping services in
connection therewith; and
WHEREAS, the Trust desires that the Adviser perform investment advisory
services for each series of the Trust listed in Appendix A hereto (each, a
"Fund" and collectively, the "Funds"), and the Adviser is willing to provide
those services on the terms and conditions set forth in this Agreement; and
WHEREAS, the Trust wishes to engage Adviser, to provide, or arrange for
the provision of, certain operational services which are necessary for the
day-to-day operations of the Funds set forth in Appendix A attached to this
Agreement, as amended from time to time by agreement of the parties, in the
manner and on the terms and conditions hereinafter set forth, and Adviser wishes
to accept such engagement; and
WHEREAS, the Trust and the Adviser desire to enter into the arrangements
described herein relating to certain expenses of the Trusts;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Trust and the Adviser hereby agree as follows:
SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS
(a) The Trust hereby employs Adviser, subject to the direction and control
of the Board, to manage the investment and reinvestment of the assets in each
respective Fund and, without limiting the generality of the foregoing, to
provide other services as specified herein. The Adviser accepts its employment
and agrees to render its services for the compensation set forth herein.
(b) In connection therewith, the Trust has delivered to the Adviser copies
of: (i) the Trust's Trust Instrument (as amended from time to time, "Organic
Documents"); (ii) the Trust's Registration Statement and all amendments thereto
filed with the U.S. Securities and Exchange Commission ("SEC") pursuant to the
Securities Act of 1933, as amended (the
"Securities Act"), or the 1940 Act (the "Registration Statement"); (iii) the
Trust's current Prospectuses and Statements of Additional Information of each
Fund (collectively, as currently in effect and as amended or supplemented, the
"Prospectus"); (iv) each plan of distribution or similar document (if any)
adopted by the Trust under Rule 12b-1 under the 1940 Act ("Plan") and each
current shareholder service plan or similar document (if any) adopted by the
Trust ("Service Plan"); and (v) all procedures adopted by the Trust with respect
to the Funds (e.g., repurchase agreement procedures), and shall promptly furnish
the Adviser with all amendments of or supplements to the foregoing. The Trust
shall deliver to the Adviser: (x) a copy of the resolution of the Board of
Trustees of the Trust (the "Board") appointing the Adviser and authorizing the
execution and delivery of this Agreement; (y) a copy of all proxy statements and
related materials relating to the Funds; and (z) any other documents, materials
or information that the Adviser shall reasonably request to enable them to
perform its duties pursuant to this Agreement.
(c) The Adviser has delivered to the Trust (i) a copy of its Form ADV as
most recently filed with the SEC and (ii) a copy of its code of ethics complying
with the requirements of Rule 17j-1 under the 1940 Act (the "Code"). The Adviser
shall promptly furnish the Trust with all amendments of or supplements to the
foregoing at least annually.
SECTION 2. DUTIES OF THE TRUST
(a) The Trust will pay to Adviser on the last day of each month a fee at
an annual rate outlined in Appendix A subject to this Agreement, such fee to be
computed daily based upon the net asset value of the Fund(s) as determined by a
valuation made in accordance with the Trust's procedure for calculating Fund net
asset value as described in the Trust's Prospectus and/or Statement of
Additional Information. During any period when the determination of a
Portfolio's net asset value is suspended by the Trustees of the Trust, the net
asset value of a share of the Fund(s) as of the last business day prior to such
suspension shall, for the purpose of this Paragraph 2(a), be deemed to be the
net asset value at the close of each succeeding business day until it is again
determined.
(b) The Trust will, from time to time, furnish or otherwise make available
to Adviser such information relating to the business and affairs of the Fund(s)
as Adviser may reasonably require in order to discharge its duties and
obligations hereunder. Additionally, the Trust shall cause all service providers
to the Trust to furnish information to the Adviser, and assist the Adviser as
may be required.
SECTION 3. DUTIES OF THE ADVISER
(a) The Adviser shall make all decisions with respect to the allocation of
a Fund's investments in various securities or other assets, in investment styles
and, if applicable, in other investment companies or pooled vehicles in which a
Fund may invest. The Adviser will make decisions with respect to all purchases
and sales of securities and other investment assets in each Fund respectively.
To carry out such decisions, the Adviser is hereby authorized, as agent and
attorney-in-fact for the Trust, for the account of, at the risk of and in the
name of the Trust, to place orders and issue instructions with respect to those
transactions of the Funds. In all purchases, sales and other transactions in
securities and other investments for the Funds, the Adviser is authorized to
exercise full discretion and act for the Trust in the same manner and with the
same force and effect as the Trust might or could do with respect
to such purchases, sales or other transactions, as well as with respect to all
other things necessary or incidental to the furtherance or conduct of such
purchases, sales or other transactions.
Consistent with Section 28(e) of the Securities and Exchange Act of 1934,
as amended, the Adviser may allocate brokerage on behalf of the Funds to
broker-dealers who provide research services. The Adviser may aggregate sales
and purchase orders of the assets of the Funds with similar orders being made
simultaneously for other accounts advised by the Adviser or its affiliates.
Whenever the Adviser simultaneously places orders to purchase or sell the same
asset on behalf of a Fund and one or more other accounts advised by the Adviser,
the orders will be allocated as to price and amount among all such accounts in a
manner believed to be equitable over time to each account.
(b) The Adviser will report to the Board at each meeting thereof as
requested by the Board all material changes in each Fund since the prior report,
and will also keep the Board informed of important developments affecting the
Trust, the Funds, Subadviser and the Adviser, and on its own initiative, will
furnish the Board from time to time with such information as the Adviser may
believe appropriate for this purpose, whether concerning the individual
companies whose securities are included in the Funds' holdings, the industries
in which they engage, the economic, social or political conditions prevailing in
each country in which the Funds maintain investments, or otherwise. The Adviser
will also furnish the Board with such statistical and analytical information
with respect to investments of the Funds as the Adviser may believe appropriate
or as the Board reasonably may request. In making purchases and sales of
securities and other investment assets for the Funds, the Adviser will bear in
mind the policies set from time to time by the Board as well as the limitations
imposed by the Organic Documents and Registration Statement, the limitations in
the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended,
and other applicable laws and the investment objectives, policies and
restrictions of the Funds.
(c) The Adviser will from time to time employ or associate with such
persons as the Adviser believes to be particularly fitted to assist in the
execution of the Adviser' duties hereunder, the cost of performance of such
duties to be borne and paid by the Adviser. No obligation may be incurred on the
Trust's behalf in any such respect.
(d) The Adviser will report to the Board all material matters. On an
annual basis, the Adviser shall report on its compliance with its Code to the
Board and upon the written request of the Trust, the Adviser shall permit the
Trust, or its representatives to examine the reports required to be made to the
Adviser under the Code. The Adviser will notify the Trust of any change of
control of the Adviser and any changes in the key personnel who are either the
portfolio manager(s) of the Fund or senior management of the Adviser, in each
case prior to or promptly after such change.
(e) The Adviser will maintain records relating to its portfolio
transactions and placing and allocation of brokerage orders as are required to
be maintained by the Trust under the 1940 Act. The Adviser shall prepare and
maintain, or cause to be prepared and maintained, in such form, for such periods
and in such locations as may be required by applicable law, all documents and
records relating to the services provided by the Adviser pursuant to this
Agreement required to be prepared and maintained by the Adviser or the Trust
pursuant to applicable law. To the extent required by law, the books and records
pertaining to the Trust
which are in possession of the Adviser shall be the property of the Trust. The
Trust, or its representatives, shall have access to such books and records at
all times during the Adviser's normal business hours. Upon the reasonable
request of the Trust, copies of any such books and records shall be provided
promptly by the Adviser to the Trust or its representatives.
(f) The Adviser will cooperate with each Fund's independent public
accountants and shall take reasonable action to make all necessary information
available to the accountants for the performance of the accountants' duties.
(g) The Adviser will provide the Funds' custodian and fund accountant on
each business day with such information relating to all transactions concerning
the Funds' assets as the custodian and fund accountant may reasonably require.
In accordance with procedures adopted by the Board, the Adviser is responsible
for assisting in the fair valuation of all Fund assets and will use its
reasonable efforts to arrange for the provision of prices from parties who are
not affiliated persons of the Adviser for each asset for which the Funds' fund
accountant does not obtain prices in the ordinary course of business.
(h) The Adviser shall authorize and permit any of its directors, officers
and employees who may be elected as Trustees or officers of the Trust to serve
in the capacities in which they are elected.
(i) The Adviser shall have no duties or obligations pursuant to this
Agreement (other than the continuation of its preexisting duties and
obligations) during any period in which the Fund invests all (or substantially
all) of its investment assets in a registered, open-end management investment
company, or separate series thereof, in accordance with Section 12(d)(1)(E)
under the 1940 Act.
(j) The Trust hereby retains Adviser to provide, or, upon receipt of
written approval of the Trust arrange for other companies to provide, the
following services to the Fund(s) in the manner and to the extent that such
services are reasonably necessary for the operation of the Funds(s)
(collectively, the "Services"):
(1) accounting services and functions, including costs and expenses
of any independent public accountants;
(2) non-litigation related legal and compliance services, including
the expenses of maintaining registration and qualification of the Trust
and the Fund(s) under federal, state and any other applicable laws and
regulations;
(3) dividend disbursing agent, dividend reinvestment agent, transfer
agent, and registrar services and functions (including answering inquiries
related to shareholder Portfolio accounts);
(4) custodian and depository services and functions;
(5) distribution, marketing, and/or underwriting services;
(6) independent pricing services;
(7) preparation of reports describing the operations of the Fund(s),
including the costs of providing such reports to broker-dealers, financial
institutions and other organizations which render services and assistance
in connection with the distribution of shares of the Fund(s);
(8) sub-accounting and recordkeeping services and functions (other
than those books and records required to be maintained by Adviser under
the Investment Advisory Agreement between the Trust and Adviser, including
maintenance of shareholder records and shareholder information concerning
the status of its Fund(s) accounts by investment adviser, subadviser,
broker-dealers, financial institutions, and other organizations on behalf
of Adviser;
(9) Shareholder and Board of Trustee communication services,
including the costs of preparing, printing and distributing notices of
shareholders' meetings, proxy statements, prospectuses, statements of
additional information, Fund reports, and other communications to the
Trust's Fund shareholders, as well as all expenses of shareholders' and
Board of Trustee' meetings, including the compensation and reimbursable
expenses of the Trustees of the Trust;
(10) other day-to-day administrative services, including the costs
of designing, printing, and issuing certificates representing shares of
the Fund(s), and premiums for insurance coverage including the fidelity
bond maintained by the Trust pursuant to Section 17(g) of the Act and
rules promulgated thereunder (except for such premiums as may be allocated
to third parties, as insureds thereunder).
(k) Notwithstanding the provisions of Paragraph 3(j) above, the Services
shall not include and Adviser will not be responsible for any of the following:
(1) all brokers' commissions, issue and transfer taxes, and other
costs chargeable to the Trust or the Fund(s) in connection with securities
transactions to which the Trust or the Fund(s) is a party or in connection
with securities owned by the Trust or the Fund(s);
(2) the interest on indebtedness, if any, incurred by the Trust or
the Fund(s);
(3) the taxes, including franchise, income, issue, transfer,
business license, and other corporate fees payable by the Trust or the
Fund(s) to federal, state, county, city, or other governmental agents;
(4) the expenses, including fees and disbursements of counsel, in
connection with litigation by or against the Trust or the Fund(s);
(5) any non-interested Trustee fee(s); and
(6) any other extraordinary expense of the Trust or Fund(s).
(l) Adviser assume and shall pay for maintaining the staff, personnel,
space, equipment and facilities necessary to perform its obligations under this
Agreement.
SECTION 4. COMPENSATION; EXPENSES
(a) In consideration of the foregoing, the Trust shall pay the Adviser,
with respect to each Fund, a fee at an annual rate as listed in Appendix A
hereto. Such fees shall be accrued by the Trust daily and shall be payable
monthly in arrears on the first day of each calendar month for services
performed hereunder during the prior calendar month. If fees begin to accrue in
the middle of a month or if this Agreement terminates before the end of any
month, all fees for the period from that date to the end of that month or from
the beginning of that month to the date of termination, as the case may be,
shall be prorated according to the proportion that the period bears to the full
month in which the effectiveness or termination occurs. Upon the termination of
this Agreement with respect to a Fund, the Trust shall pay to the Adviser such
compensation as shall be payable prior to the effective date of termination.
(b) No fee shall be payable hereunder with respect to a Fund during any
period in which the Fund invests all (or substantially all) of its investment
assets in a single registered, open-end management investment company, or
separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940
Act; and
(c) The Trust shall be responsible for and assumes the obligation for
payment of: (i) advisory fees payable under this Agreement; (ii) costs of
membership in trade associations; (iii) any expenses recouped by the Adviser;
(iv) SEC registration fees and related expenses; (v) any non-interested Trustee
fees; and (vi) any extraordinary Trust expenses.
(d) The Adviser shall jointly and separately be responsible for and
assumes the obligation for payment of all of the Trust's expenses, including:
(i) the fees payable to each administrator under an agreement between the
administrator and the Trust; (ii) expenses of issue, repurchase and redemption
of Shares; (iii) premiums of insurance for the Trust, the Trustees and officers
and fidelity bond premiums; (iv) fees and expenses of third parties, including
the Trust's independent accountant, custodian, transfer agent, dividend
disbursing agent and fund accountant (unless extraordinary); (v) fees of
pricing, interest, dividend, credit and other reporting services; (vi)
telecommunications expenses; (vii) funds transmission expenses; (viii) auditing,
legal and compliance expenses (unless extraordinary); (ix) costs of forming the
Trust and maintaining its existence; (x) costs of preparing, filing and printing
the Trust's Prospectuses, subscription application forms and shareholder reports
and other communications and delivering them to existing shareholders, whether
of record or beneficial; (xi) expenses of meetings of shareholders and proxy
solicitations; (xii) costs of reproduction, stationery, supplies and postage;
(xiii) the costs of personnel (who may be employees of the Adviser, an
administrator or its respective affiliated persons) performing services for the
Trust; (xiv) costs of Board, Board committee, and other corporate meetings; (xv)
all interested Trustee fees; (xvi) state, territory or foreign securities laws
registration fees and related expenses; and (xvii) all fees and expenses paid by
the Trust in accordance with any distribution or service plan or agreement
related to similar manners.
SECTION 5. STANDARD OF CARE
(a) The Trust shall expect of Adviser, and the Adviser will give the Trust
the benefit of, the Adviser' best judgment and efforts in rendering its services
to the Trust. The Adviser shall not be liable hereunder for any mistake of
judgment or in any event whatsoever, except for lack of good faith, provided
that nothing herein shall be deemed to protect, or purport to protect, the
Adviser against any liability to the Trust or to the Trust's security holders to
which the Adviser would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of the Adviser' duties
hereunder, or by reason of the Adviser' reckless disregard of its obligations
and duties hereunder.
(b) The Adviser shall not be responsible or liable for any failure or
delay in performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its reasonable control
including, without limitation, acts of civil or military authority, national
emergencies, labor difficulties (other than those related to the Adviser'
employees), fire, mechanical breakdowns, flood or catastrophe, acts of God,
insurrection, war, riots or failure of the mails, transportation, communication
or power supply.
SECTION 6. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective with respect to a Fund
immediately upon approval by a majority of the outstanding voting securities of
that Fund or approval by at least a majority of all independent Trustees.
(b) This Agreement shall remain in effect with respect to a Fund for a
period of two years from the date of its effectiveness and shall continue in
effect for successive annual periods with respect to the Fund; provided that
such continuance is specifically approved at least annually (i) by the Board or
by the vote of a majority of the outstanding voting securities of the Fund, and,
in either case, (ii) by a majority of the Trust's Trustees who are not parties
to this Agreement or interested persons of any such party (other than as
Trustees of the Trust); provided further, however, that if the continuation of
this Agreement is not approved as to a Fund, the Adviser may continue to render
to that Fund the services described herein in the manner and to the extent
permitted by the 1940 Act and the rules and regulations thereunder.
(c) This Agreement may be terminated with respect to a Fund at any time,
without the payment of any penalty, (i) by the Board or by a vote of a majority
of the outstanding voting securities of the Fund on sixty (60) days' written
notice to the Adviser or (ii) by the Adviser on sixty (60) days' written notice
to the Trust. This Agreement shall terminate immediately upon its assignment.
SECTION 7. ACTIVITIES OF THE ADVISER
Except to the extent necessary to perform its obligations hereunder,
nothing herein shall be deemed to limit or restrict the Adviser' right, or the
right of any of the Adviser' officers or employees to engage in any other
business or to devote time and attention to the management or other aspects of
any other business, whether of a similar or dissimilar nature, or to render
services of any kind to any other corporation, trust, firm, individual or
association.
SECTION 8. REPRESENTATIONS OF ADVISER
The Adviser represents and warrants to the Trust that:
(a) It is either registered as an Investment Adviser under the Investment
Adviser Act of 1940, as amended ("Advisers Act") (and will continue to be so
registered for so long as this Agreement remains in effect) or exempt from
registration under the Adviser Act;
(b) It is not prohibited by the 1940 Act or the Advisers Act from
performing the services contemplated by this Agreement;
(c) It has met, and will seek to continue to meet for so long as this
Agreement remains in effect, any other applicable federal or state requirements,
or the applicable requirements of any self-regulatory agency, necessary to be
met in order to perform the services contemplated by this Agreement; and
(d) It will promptly notify the Trust of the occurrence of any event that
would disqualify the Adviser from serving as an investment Adviser of an
investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
SECTION 9. SUBADVISER
At its own expense, the Adviser may carry out any of its obligations under
this Agreement by employing, subject to the direction and control of the Board,
one or more persons who are registered as investment Adviser pursuant to the
Adviser Act or who are exempt from registration thereunder ("Subadviser"). Each
Subadvisers' employment will be evidenced by a separate written agreement
approved by the Board and, if required, by the shareholders of the applicable
Fund. The Adviser shall not be liable hereunder for any act or omission of any
Subadviser, except to exercise good faith in the employment of the Subadviser
and except with respect to matters as to which the Adviser assumes
responsibility in writing.
SECTION 10. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The Trustees of the Trust and the shareholders of each Fund shall not be
liable for any obligations of the Trust or of the Funds under this Agreement,
and the Adviser agree that, in asserting any rights or claims under this
Agreement, it shall look only to the assets and property of the Trust or the
Fund(s) to which the Adviser' rights or claims relate in settlement of such
rights or claims, and not to the Trustees of the Trust or the shareholders of
the Funds.
SECTION 11. MISCELLANEOUS
(a) No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by all
parties hereto and, if required by the 1940 Act, by a vote of a majority of the
outstanding voting securities of any Fund thereby affected.
(b) No amendment to this Agreement or the termination of this Agreement
with respect to a Fund shall affect this Agreement as it pertains to any other
Fund, nor shall any such amendment require the vote of the shareholders of any
other Fund.
(c) No party to this Agreement shall be liable to any other party for
consequential damages under any provision of this Agreement.
(d) This Agreement shall be governed by, and the provisions of this
Agreement shall be construed and interpreted under and in accordance with, the
laws of the State of Delaware.
(e) This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof, whether oral or written.
(f) This Agreement may be executed by the parties hereto in any number of
counterparts, and all of the counterparts taken together shall be deemed to
constitute one and the same instrument.
(g) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid, the remaining portion or
portions shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid. This Agreement shall be construed as if drafted jointly by the Adviser
and Trust and no presumptions shall arise favoring any party by virtue of
authorship of any provision of this Agreement.
(h) Section headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.
(i) Notices, requests, instructions and communications received by the
parties at its respective principal places of business, or at such other address
as a party may have designated in writing, shall be deemed to have been properly
given.
(j) Notwithstanding any other provision of this Agreement, the parties
agree that the assets and liabilities of each Fund of the Trust are separate and
distinct from the assets and liabilities of each other Fund and that no Fund
shall be liable or shall be charged for any debt, obligation or liability of any
other Fund, whether arising under this Agreement or otherwise.
(k) No affiliated person, employee, agent, director, officer or manager of
either Adviser shall be liable at law or in equity for the Adviser' obligations
under this Agreement.
(l) The terms "vote of a majority of the outstanding voting securities,"
"interested person," "affiliated person," "control" and "assignment" shall have
the meanings ascribed thereto in the 1940 Act.
(m) Each of the undersigned warrants and represents that they have full
power and authority to sign this Agreement on behalf of the party indicated and
that its signature will bind the party indicated to the terms hereof and each
party hereto warrants and represents that this Agreement, when executed and
delivered, will constitute a legal, valid and binding
obligation of the party, enforceable against the party in accordance with its
terms, subject to bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting the rights and remedies of creditors and
secured parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
TRUST ADVISER
MONTEAGLE FUNDS NASHVILLE CAPITAL
CORPORATION
By: ____________________________ By: ___________________________
Xxxx X. Xxxxxxx, President Xxxxx X. Xxxxxxx, President
MONTEAGLE FUNDS
INVESTMENT ADVISORY AGREEMENT
APPENDIX A
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ANNUAL FEE RATE AS A % OF THE FUNDS
ADVISER FUND OF THE TRUST - NET ASSETS OF THE FUND
--------------------------------------------------------------------------------
First $25 Million 1.20%
Nashville Capital Select Value Fund Next $25 Million 1.115%
Corporation Next $50 Million .975%
Over $100 Million .875%
--------------------------------------------------------------------------------
First $25 Million 1.20%
Nashville Capital Quality Growth Fund Next $25 Million 1.115%
Corporation Next $50 Million .975%
Over $100 Million .875%
--------------------------------------------------------------------------------
First $25 Million 1.20%
Nashville Capital Large-Cap Growth Next $25 Million 1.115%
Corporation Fund Next $50 Million .975%
Over $100 Million .875%
--------------------------------------------------------------------------------
First $25 Million 1.20%
Nashville Capital Value Fund Next $25 Million 1.115%
Corporation Next $50 Million .975%
Over $100 Million .875%
--------------------------------------------------------------------------------
First $25 Million .965%
Nashville Capital Fixed Income Fund Next $25 Million .965%
Corporation Next $50 Million .845%
Over $100 Million .775%
--------------------------------------------------------------------------------
First $25 Million 1.20%
Nashville Capital Informed Investor Next $25 Million 1.115%
Corporation Fund Next $50 Million .975%
Over $100 Million .875%
--------------------------------------------------------------------------------
TRUST ADVISER
MONTEAGLE FUNDS NASHVILLE CAPITAL
CORPORATION
By: _____________________________ By: _________________________
Xxxx X. Xxxxxxx, President Xxxxx X. Xxxxxxx, President
