EXHIBIT 9(a)(i)
TRANSFER AGENCY SERVICES AGREEMENT
THIS AGREEMENT is made as of July 1, 1996 by and between XXXXXX TRUST
AND SAVINGS BANK, an Illinois corporation ("Xxxxxx"), and THE XXXXXX INSIGHT
FUNDS TRUST, a Massachusetts business trust (the "Trust").
W I T N E S S E T H:
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Trust wishes to retain Xxxxxx to serve as transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent to its
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 Xxxxxx 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 Trust and any other
person duly authorized by the Trust's Board of Trustees to give Oral
Instructions and Written Instructions on behalf of the Trust and listed on the
Authorized Persons Appendix attached hereto and made a part hereof or any
amendment thereto
as may be received by Xxxxxx. An Authorized Person's scope of authority may be
limited by the Trust 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 Xxxxxx
from an Authorized Person or from a person reasonably believed by Xxxxxx 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 beneficial interest of any series or
class of the Trust.
(i) "Written Instructions" mean written instructions signed by an
Authorized Person and received by Xxxxxx. The instructions may be delivered by
hand, mail, tested telegram, cable, telex or facsimile sending device.
2. APPOINTMENT. The Trust hereby appoints Xxxxxx to serve as transfer
agent, registrar, dividend disbursing agent and shareholder servicing agent to
the Trust in accordance with the terms set forth in this Agreement. Xxxxxx
accepts such appointment and agrees to furnish such services.
3. DELIVERY OF DOCUMENTS. The Trust has provided or, where applicable,
will provide Xxxxxx with the following:
(a) Certified or authenticated copies of the resolutions of the
Trust's Board of Trustees, approving the appointment of Xxxxxx
or its affiliates to provide services to the Trust and
approving this Agreement;
(b) A copy of the Trust's most recent effective registration
statement;
(c) A copy of the advisory agreement with respect to each
investment Portfolio of the Trust (each, a Portfolio);
(d) A copy of the distribution agreement with respect to each class
of Shares of the Trust;
(e) A copy of each Portfolio's administration agreements if Xxxxxx
is not providing the Portfolio with such services;
(f) Copies of any shareholder servicing agreements made in respect
of the Trust or 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. Xxxxxx 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 Xxxxxx hereunder. Except as specifically set forth
herein, Xxxxxx assumes no responsibility for such compliance by the Trust or any
of its investment portfolios.
5. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, Xxxxxx shall act
only upon Oral Instructions and Written Instructions.
(b) Xxxxxx 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 Xxxxxx
to be an Authorized Person) pursuant to this Agreement. Xxxxxx 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 Trust's Board of Trustees or of
the Trust's shareholders, unless and until Xxxxxx receives Written Instructions
to the contrary.
(c) The Trust agrees to forward to Xxxxxx Written Instructions
confirming Oral Instructions so that Xxxxxx 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 Xxxxxx
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, Xxxxxx shall incur no liability to the Trust in acting upon such Oral
Instructions or Written Instructions provided that Xxxxxx'x actions comply with
the other provisions of this Agreement.
6. RIGHT TO RECEIVE ADVICE.
(a) Advice of the Trust. If Xxxxxx is in doubt as to any action it
should or should not take, Xxxxxx may request directions or advice, including
Oral Instructions or Written Instructions, from the Trust.
(b) Advice of Counsel. If Xxxxxx shall be in doubt as to any
question of law pertaining to any action it should or should not take, Xxxxxx
may request advice at its own cost from such counsel of its own choosing (who
may be counsel for the Trust, the Trust's investment adviser or Xxxxxx, at the
option of Xxxxxx).
(c) Conflicting Advice. In the event of a conflict between
directions, advice or Oral Instructions or Written Instructions Xxxxxx receives
from the Trust, and the advice it receives from counsel, Xxxxxx may rely upon
and follow the advice of counsel. In the event Xxxxxx so relies on the advice of
counsel, Xxxxxx remains liable for any action or omission on the part of Xxxxxx
which constitutes willful misfeasance, bad faith, negligence or reckless
disregard by Xxxxxx of any duties, obligations or responsibilities set forth in
this Agreement.
(d) Protection of Xxxxxx. Xxxxxx 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 the Trust or from counsel and which
Xxxxxx 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 Xxxxxx (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 Xxxxxx'x properly taking or not taking such action.
Nothing in this subsection shall excuse Xxxxxx when an action or omission on the
part of Xxxxxx constitutes willful misfeasance, bad faith, negligence or
reckless disregard by Xxxxxx of any duties, obligations or responsibilities set
forth in this Agreement.
7. RECORDS; VISITS. The books and records pertaining to the Trust,
which are in the possession or under the control of
Xxxxxx, shall be the property of the Trust. Such books and records shall be
prepared and maintained as required by the 1940 Act and other applicable
securities laws, rules and regulations. The Trust and Authorized Persons shall
have access to such books and records at all times during Xxxxxx'x normal
business hours. Upon the reasonable request of the Trust, copies of any such
books and records shall be provided by Xxxxxx to the Trust or to an Authorized
Person, at the Trust's expense.
8. CONFIDENTIALITY. Xxxxxx agrees to keep confidential all records of
the Trust and information relating to the Trust and its shareholders, unless the
release of such records or information is otherwise consented to, in writing, by
the Trust. The Trust agrees that such consent shall not be unreasonably withheld
and may not be withheld where Xxxxxx 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. Xxxxxx shall cooperate with the
Trust'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 Trust.
10. DISASTER RECOVERY. Xxxxxx 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, Xxxxxx shall, at no additional expense to the
Trust, exercise its best efforts in good faith to minimize service
interruptions. Xxxxxx 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 Xxxxxx'x 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 Xxxxxx
during the term of this Agreement, the Trust will pay to Xxxxxx a fee or fees as
may be agreed to from time to time in writing by the Trust and Xxxxxx.
12. INDEMNIFICATION. The Trust agrees to indemnify and hold harmless
Xxxxxx 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 Xxxxxx takes (i)
at the request or on the direction of or in reliance on the advice of the Trust
or (ii) upon Oral Instructions or Written Instructions. Xxxxxx shall not,
however, be indemnified against any liability (or any expenses incident to such
liability) arising out of Xxxxxx'x or its affiliates' own willful misfeasance,
bad faith, negligence or reckless disregard of its duties and obligations under
this Agreement.
13. RESPONSIBILITY OF XXXXXX.
(a) Xxxxxx shall be under no duty to take any action on behalf of
the Trust except as specifically set forth herein or as may be specifically
agreed to by Xxxxxx in writing. Xxxxxx 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. Xxxxxx shall be liable for any damages arising out of
Xxxxxx'x failure to perform its duties under this Agreement to the extent such
damages arise out of Xxxxxx'x 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) Xxxxxx, shall not be liable for losses beyond
its control, provided that Xxxxxx has acted in accordance with the standard of
care set forth above; and (ii) Xxxxxx 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 Xxxxxx reasonably believes to be genuine; or (B) subject to
Section 10, delays or errors or loss of data occurring by reason of
circumstances beyond Xxxxxx'x 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,
Xxxxxx shall not be liable to the Trust for any consequential, special or
indirect losses or damages which the Trust may incur or suffer by or as a
consequence of Xxxxxx'x performance of the services provided hereunder, whether
or not the likelihood of such losses or damages was known by Xxxxxx or its
affiliates.
14. DESCRIPTION OF SERVICES
(a) Services Provided on an Ongoing Basis, If Applicable.
(i) Furnish state-by-state registration reports to the Trust;
(ii) Calculate sales load, if any, or compensation payment, if
applicable, and provide such information to the Trust;
(iii) Calculate dealer commissions, if any, for the Trust, if
applicable;
(iv) Calculate 12b-1 payments;
(v) Maintain proper shareholder registrations;
(vi) Review new applications and correspond with shareholders
to complete or correct information;
(vii) Direct payment processing of checks or wires;
(viii) Prepare and certify stockholder lists in conjunction with
proxy solicitations;
(ix) Countersign share certificates;
(x) Prepare and mail to shareholders confirmation of
activity;
(xi) Provide toll-free lines for direct shareholder use, plus
customer liaison staff for on-line inquiry response;
(xii) Mail duplicate confirmations to broker-dealers of their
clients' activity, whether executed through the
broker-dealer or directly with Xxxxxx;
(xiii) Provide periodic shareholder lists and statistics to the
clients;
(xiv) Provide detailed data for underwriter/broker
confirmations;
(xv) Prepare periodic mailing of year-end tax and statement
information;
(xvi) Notify on a timely basis the administrator, investment
adviser, accounting agent, and custodian of fund
activity; and
(xvii) Perform other participating broker-dealer shareholder
services as may be agreed upon from time to time.
(b) Services Provided by Xxxxxx Under Oral Instructions or Written
Instructions.
(i) Accept and post daily Trust 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. Xxxxxx shall issue and credit an account of
an investor, in the manner described in the Trust'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 Trust's custodian.
(d) Redemption of Shares. Xxxxxx shall redeem Shares only if that
function is properly authorized by the certificate of incorporation or
resolution of the Trust's Board of Trustees. Shares shall be redeemed and
payment therefor shall be made in accordance with the Trust'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 Xxxxxx 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 Xxxxxx of a redemption desired by a customer, and
the Custodian provides Xxxxxx with funds, Xxxxxx 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
Trust's Board of Trustees authorizing the declaration and payment of dividends
and distributions, Xxxxxx shall issue dividends and distributions declared by
the Trust in Shares, or, upon shareholder election, pay such dividends and
distributions in cash, if provided for in the Trust'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.
Xxxxxx
shall mail to the Trust's shareholders such tax forms and other information, or
permissible substitute notice, relating to dividends and distributions paid by
the Trust as are required to be filed and mailed by applicable law, rule or
regulation.
Xxxxxx 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 Trust to its shareholders as required by tax or
other law, rule or regulation.
(f) Shareholder Account Services.
(i) Xxxxxx 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) Xxxxxx may arrange, in accordance with the prospectus, for
a shareholder's:
- Exchange of Shares for shares of another fund with which
the Trust 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, Xxxxxx shall mail all communications by the Trust to its
shareholders, including:
(i) Reports to shareholders;
(ii) Confirmations of purchases and sales of Trust shares;
(iii) Monthly or quarterly statements;
(iv) Dividend and distribution notices;
(v) Proxy material; and
(vi) Tax form information.
In addition, Xxxxxx will receive and tabulate the proxy cards for
the meetings of the Trust's shareholders.
(h) Records. Xxxxxx 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. Xxxxxx 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 Xxxxxx; and
(ii) Completion of a release and indemnification agreement
signed by the shareholder to protect Xxxxxx and its
affiliates.
(j) Shareholder Inspection of Stock Records. Upon a request from any
Trust shareholder to inspect stock records, Xxxxxx will notify the Trust and the
Trust will issue instructions granting or denying each such request. Unless
Xxxxxx has acted contrary to the Trust's instructions, the Trust agrees to and
does hereby, release Xxxxxx from any liability for refusal of permission for a
particular shareholder to inspect the Trust's stock records.
(k) Withdrawal of Shares and Cancellation of Certificates. Upon
receipt of Written Instructions, Xxxxxx shall cancel outstanding certificates
surrendered by the Trust to reduce the total amount of outstanding shares by the
number of shares surrendered by the Trust.
(k) In providing for any or all of the services in section 14
hereof, and in satisfaction or its obligations to provide such services, Xxxxxx
may enter into agreements with one or more other persons to provide such
services to the Trust, provided that any such agreement shall have been approved
by the Board of Trustees of the Trust and provided further that Xxxxxx shall be
as fully responsible to the Trust for the acts and
omissions of any such service providers as it would be for its own acts or
omissions hereunder.
15. DURATION AND TERMINATION. This Agreement shall continue until
terminated by the Trust or by Xxxxxx 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 Xxxxxx, at 000
Xxxx Xxxxxx Xxxxxx, Xxxxxxx, XX 00000; (b) if to the Trust, 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. Subject to approval by the Trust's Board of
Trustees, Xxxxxx may assign its rights and delegate its duties hereunder to any
wholly-owned direct or indirect subsidiary of Xxxxxx Bankcorp, Inc., provided
that (i) Xxxxxx gives the Trust sixty (60) days' prior written notice; (ii) the
delegate (or assignee) agrees with the Trust and Xxxxxx to comply with all
relevant provisions of the 1940 Act; (iii)
Xxxxxx 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 Xxxxxx in providing the services required
hereunder; and (v) Xxxxxx and such delegate (or assignee) promptly provide such
information as the Trust or Xxxxxx may request, and respond to such questions as
the Trust or Xxxxxx 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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THE XXXXXX INSIGHT FUNDS TRUST
By: /s/ Xxxxxxx X. Xxxxxx
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Title: President
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EXHIBIT A
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THIS EXHIBIT A, dated as of July 1, 1996, is Exhibit A to that certain
Transfer Agency Services Agreement dated as of July 1, 1996 between Xxxxxx Trust
Savings Bank and The Xxxxxx Insight Funds Trust.
PORTFOLIOS
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Xxxxxx Insight Equity Income Fund
Xxxxxx Insight Growth Fund
Xxxxxx Insight Small-Cap Opportunity Fund
Xxxxxx Insight Index Fund
Xxxxxx Insight International Fund
Xxxxxx Insight Balanced Fund
Xxxxxx Insight Convertible Securities Fund
Xxxxxx Insight Bond Fund
Xxxxxx Insight Intermediate Government Bond Fund
Xxxxxx Insight Tax-Exempt Bond Fund
Xxxxxx Insight Tax-Exempt Intermediate Bond
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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