EXHIBIT (H) (II) UNDER FORM N-1A
EXHIBIT 10 UNDER ITEM 601/REG. S-K
SUB-ADMINISTRATIVE SERVICES AGREEMENT
This AGREEMENT is made as of February 1, 2007, between Xxxxx Brothers
Xxxxxxxx & Co., a New York limited partnership, having its principal office
and place of business at 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000
("Administrator"), and Federated Services Company, a Pennsylvania corporation
having its principal office and place of business at Federated Investors
Tower, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 ("Sub-
Administrator"). Sub-Administrator and Administrator may be individually and
collectively referred to as a "Party" or "Parties."
WHEREAS, Administrator has entered into an Agreement for Administrative
Services, dated February 1, 2007 ("Agreement for Administrative Services")
with BBH Trust, (the "Investment Company") under which Administrator
administers all aspects of the operations of the Investment Company (except
those opinions subject to the supervision of the Investment Company's
investment adviser); and
WHEREAS, Section 6 of each Administrative Agreement provides that the
Administrator may subcontract for the performance of its obligations
thereunder with any one or more persons, subject to the conditions set forth
therein; and
WHEREAS, Administrator desires to retain Sub-Administrator as sub-
administrator to assist Administrator in providing administrative services to
each Investment Company, Sub-Administrator agrees to provide such assistance,
and the Administrator agrees to compensate Sub-Administrator for such
assistance;
NOW THEREFORE, in consideration of the promises and mutual covenants
contained in this Agreement, and intending to be legally bound, the Parties
agree to the following:
ARTICLE 1. APPOINTMENT AS SUB-ADMINISTRATOR.
Administrator appoints Sub-Administrator as sub-administrator, and Sub-
Administrator accepts such appointment under the terms of this Agreement.
ARTICLE 2. SUB-ADMINISTRATOR'S DUTIES.
Subject to the supervision and control of each Investment Company's
Board of Directors/Trustees ("Board") and in accordance with Proper
Instructions (as defined hereafter) from each Investment Company, Sub-
Administrator will provide facilities, equipment, and personnel to carry out
the following sub-administrative services for operation of the business and
affairs of each Investment Company and its Funds. Sub-Administrator shall
exclusively or in conjunction with any other Fund service provider provide the
following to each Investment Company as applicable:
A. assist in drafting, reviewing and maintaining the materials,
minutes and scripts of the Investment Company Board and Fund
shareholder meetings;
B. assist in coordinating Board meeting dates, agendas,
responsibilities and deadlines;
C. assist in preparing, filing, and maintaining the Investment
Company's governing documents and any amendments thereto,
including the Articles of Incorporation/Declaration of Trust
(which already have been prepared and filed) and By-laws
(collectively, the "Charter Documents");
D. assist in preparing, reviewing and filing with the Securities and
Exchange Commission ("SEC"): (i) the registration statements for
the Investment Company and its Shares, including any prospectus,
statement of additional information ("Prospectus"), and any and
all amendments and supplements thereto ("Registration
Statement"); (ii) reports to regulatory authorities and Fund
shareholders; (iii) routine proxy statements; and (iv) such other
documents necessary for the Investment Company to continuously
offer its shares unless the Investment Company has directed
another service provider to be responsible for such document
preparation and filing;
E. assist in preparing, negotiating, and administering contracts on
behalf of the Investment Company with, among others, the
Investment Company's investment advisers, sub-investment
advisers, fund accountants, custodians, and distributors, subject
to any applicable restrictions of the Board or the 1940 Act;
F. assist in coordinating the layout and printing of
Prospectuses/Offering Circulars and other publicly disseminated
reports;
G. provide individuals reasonably acceptable to the Board for
nomination, appointment, or election as Investment Company
officers, who will manage certain of the Investment Company's
affairs as determined by the Board;
H. consult with the Investment Company, its Board, and any other
administrators on matters concerning the Investment Company and
its affairs, legal and regulatory matters;
I. assist in coordinating with Investment Company counsel,
independent auditors (including providing records), portfolio
accountant, custodians and sub-custodians, rating and publication
agencies, outside vendors and the SEC regarding inspections
(including providing records) and comments on registration
statements;
J. coordinate with local agents to make annual corporate filings in
New York, Delaware, Massachusetts and Maryland;
K. assist in the preparation of documentation required by the
Investment Company's custodian for foreign sub-custody accounts;
L. coordinate printing, distribution and tabulation of shareholder
proxies; and
M. monitor and update the Investment Company's legally required
procedures and guidelines.
The foregoing, along with any additional services that Sub-
Administrator shall agree in writing to perform under this Agreement, shall
hereafter be referred to as "Sub-Administrative Services." Sub-Administrative
Services shall not include any duties, functions, or services to be performed
for each Investment Company by its investment adviser, sub-adviser,
distributor, custodian, fund accountant (recordkeeper) or transfer agent
pursuant to their respective contracts with any Investment Company or
Administrator.
ARTICLE 3. COMMON PERSONNEL.
Any person (even though also a Sub-Administrator officer, director,
trustee, partner, employee or agent) who may be or become an Investment Company
officer, trustee, partner, employee or agent, shall be deemed, when rendering
services to the Investment Company or acting on any Investment Company business
(other than services or business in connection with Sub-Administrator's duties
hereunder) to be rendering such services to or acting solely for the Investment
Company and not as a Sub-Administrator officer, director, trustee, partner,
employee or agent or one under the control or direction of Sub-Administrator
even though paid by Sub-Administrator.
ARTICLE 4. PROPER INSTRUCTIONS.
As used throughout this Agreement, a "Proper Instruction" means written
instructions identifying the specific transaction or types of transactions
involved that is signed or initialed by one or more person or persons authorized
by the Board. Oral instructions are deemed Proper Instructions if (a)
Administrator or Sub-Administrator reasonably believe they have been given by a
person previously authorized in writing to give such oral instructions with
respect to the transaction involved, and (b) the relevant Investment Company,
Administrator or Sub-Administrator promptly cause such oral instructions to be
confirmed in writing. Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices provided that
Administrator, Sub-Administrator and the relevant Investment Company are
satisfied that such procedures afford adequate safeguards for the Funds' assets.
Proper Instructions may only be amended in writing.
ARTICLE 5. INVESTMENT COMPANY BOOKS, RECORDS AND PROPERTY.
Sub-Administrator shall create, maintain and preserve all necessary
books and records in accordance with all applicable laws, rules and
regulations, including but not limited to records required by Section 31(a)
of, and Rule 31a-2 under, the Investment Company Act of 1940, as amended (the
"1940 Act") pertaining to the Sub-Administrative Services that it performs and
which are not otherwise created, maintained and preserved by another party for
each Investment Company. Such books and records shall be the relevant
Investment Company's property.
Each Investment Company, Administrator or their authorized
representatives may inspect such books and records at Sub-Administrator's
premises during its normal business hours. At an Investment Company's request
or pursuant to Proper Instructions, Sub-Administrator will promptly provide
copies of any such books and records to the Investment Company or its
authorized representatives at the Investment Company's expense.
Upon the expiration of this Agreement and pursuant to Proper
Instructions, Sub-Administrator will turn over to each Investment Company or
its authorized representatives those Investment Company books, records and
documents that Sub-Administrator created and maintained under this Agreement,
provided that such books and records are no longer needed by Sub-Administrator
in performing its services or for its protection. Absent Proper Instructions
regarding the delivery of an Investment Company's books and records, Sub-
Administrator may deliver them to the Administrator's principal place of
business or retain them for six years, during the first two years of which
such documents will be in readily accessible form. Any books and records in
Sub-Administrator's possession beyond that time period may be destroyed
without further notice. In addition, Sub-Administrator has the right to
deliver to a bank or trust company, which is a "bank" as defined in the 1940
Act, of its own selection, having an aggregate capital, surplus, and undivided
profits, as shown by its last published report, of not less than $2,000,000,
all Investment Company property (including books, records and documents) that
Sub-Administrator held under this Agreement.
Sub-Administrator agrees to maintain the security and confidentiality
of nonpublic personal information ("NPI") of each Investment Company's
customers and consumers, as those terms are defined in SEC's Xxxxxxxxxx X-X,
00 XXX Part 248. Sub-Administrator agrees to use and redisclose such NPI for
the limited purposes of processing and servicing transactions; for specified
law enforcement purposes; and to service providers or in connection with joint
marketing arrangements directed by the Administrator, in each instance in
furtherance of fulfilling Sub-Administrator's obligations under this Agreement
and consistent with the exceptions provided in 17 CFR Sections 248.14, 248.15
and 248.13, respectively.
ARTICLE 6. COMPENSATION AND EXPENSES.
As compensation for services under this Agreement, Administrator shall
compensate Sub-Administrator in accordance with the schedule of fees and
expenses outlined in the Agreement's Sub-Administrative Services Fee Exhibit
and such other provisions provided in this Agreement. Any fee exhibits shall
be dated and executed by a duly authorized officer of the Administrator and
Sub-Administrator. Any amendments or adjustments to these fee exhibits shall
be in writing and similarly executed. However, from time to time in its sole
discretion, Sub-Administrator may waive all or a portion of such compensation
it is entitled to receive under this Agreement. All rights of compensation
shall survive the termination of this Agreement.
Any compensation payable to Sub-Administrator shall be prorated for
periods of less than a month, and shall be calculated with reference to a
Fund's assets as determined in the time and manner specified in each Fund's
Prospectus.
Administrator will accrue daily and pay Sub-Administrator monthly all
compensation and reasonable out-of-pocket expenses contemplated under this
Agreement. Out-of-pocket expenses include but are not limited to postage
(including overnight courier service), envelopes, telephones,
telecommunication charges (including Fax), travel, duplicating, forms,
supplies, microfiche, and expenses incurred at the specific direction of an
Investment Company. Out-of-pocket disbursements shall also include such other
items agreed upon between the Parties from time to time. Administrator will
reimburse Sub-Administrator for any non-routine expenses (reasonable or
otherwise) it incurs at an Investment Company's request or consent. Sub-
Administrator will maintain detailed information about such compensation and
out of pocket expenses.
Sub-Administrator shall be responsible for expenses incurred in
providing office space, equipment, and personnel as may be necessary or
convenient to provide the Sub-Administrative Services, including the
compensation of Sub-Administrator employees who serve as Investment Company
trustees or officers. Unless this Agreement explicitly provides to the
contrary, the Administrator shall be solely responsible, and shall promptly
reimburse Sub-Administrator, for all expenses Sub-Administrator incurs on the
Investment Company's behalf, including without limitation fees and expenses
related to: postage and courier services; printing, document production,
registration and filings; travel; outside counsel, independent auditors, or
other professional services; organization of the Investment Company and its
Funds; insurance coverage; interest; membership in trade organizations;
compensation of persons who are not Sub-Administrator's employees; custody,
fund accounting, investment advisory, and other service providers; brokerage
services; taxes; Board members; fees payable to federal, state and other
governmental agencies; and all other expenses properly payable by the
Investment Company.
ARTICLE 7. DOCUMENTS.
A. On or before the execution of this Agreement, the Administrator
shall provide Sub-Administrator with the following documents:
(1) A copy of each of the Investment Company's Charter
Documents;
(2) A copy of the Board resolution authorizing this Agreement;
and
(3) A copy of each Fund's Prospectus.
B. From time to time, the Administrator will furnish Sub-
Administrator upon its request with the following documents:
(1) Each resolution of the Board authorizing the original
issuance of authorized and issued shares of capital stock
for each Fund ("Shares");
(2) The Investment Company's Registration Statement and
related amendments as filed with the SEC, and orders
regarding the sale of Shares;
(3) A certified copy of each amendment to the Charter
Documents of each Investment Company;
(4) Certified copies of each Board vote authorizing Investment
Company officers to give Proper Instructions; and
(5) Such other certifications, documents or opinions that Sub-
Administrator may, in its discretion, deem necessary or
appropriate to properly perform its duties under this
Agreement.
ARTICLE 8. REPRESENTATIONS AND WARRANTIES.
A. Representations and Warranties of Sub-Administrator
Sub-Administrator represents and warrants to the Administrator
that:
(1) It is a corporation duly organized, existing and in good
standing under the laws of the Commonwealth of
Pennsylvania;
(2) It is duly qualified to carry on its business in each
jurisdiction where the nature of its business requires
such qualification;
(3) It is empowered under applicable laws, its organizational
documents and company proceedings to enter into and
perform this Agreement;
(4) It has and will have access to the necessary facilities,
equipment and personnel to perform its duties and
obligations under this Agreement; and
(5) It is in compliance with federal securities law
requirements and is in good standing to serve as a sub-
administrator under this Agreement.
B. Representations and Warranties of Administrator
Administrator represents and warrants to each Investment Company
and Sub-Administrator that:
(1) It is a corporation duly organized, existing and in good
standing under the laws of the State of New York;
(2) It is duly qualified to carry on its business in each
jurisdiction where the nature of its business requires
such qualification;
(3) It is empowered under applicable laws, its organizational
documents and company proceedings to enter into and
perform this Agreement;
(4) It has and will have access to the necessary facilities,
equipment and personnel to perform its duties and
obligations under this Agreement; and
(5) It is in compliance with federal securities law
requirements and is in good standing to serve as an
administrator under this Agreement.
ARTICLE 9. SUB-ADMINISTRATOR'S RESPONSIBILITY.
Sub-Administrator shall not be liable for any error of judgment or
mistake of law or for any loss suffered by an Investment Company in connection
with the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith, negligence on its part in the performance of
Sub-Administrator's duties or from reckless disregard by it of its obligations
and duties under this Agreement.
ARTICLE 10. ASSIGNMENT.
Except as provided below, neither this Agreement nor any of the rights or
obligations under this Agreement may be assigned by either party without the
prior written consent of the other party.
A. Either Party may assign all of or a substantial portion of its
business to a successor, or to a party controlling, controlled by,
or under common control with such Party upon not less than sixty
(60) days prior written notice. This Agreement shall inure to the
benefit of and be binding upon the Parties and their respective
permitted successors and assigns.
B. Without further consent of any Investment Company or Administrator,
Sub-Administrator may subcontract for the performance of Sub-
Administrative Services with an affiliate of Sub-Administrator that
is controlling, controlled by or under common control with Sub-
Administrator. Sub-Administrator shall be held to the same level
of responsibility and liability to each Investment Company and
Administrator for this subcontractor's acts and omissions.
C. Upon Proper Instructions from an Investment Company, Sub-
Administrator will subcontract for the performance of services
under this Agreement with an agent selected by the Investment
Company, other than as described in A. and B. above; but Sub-
Administrator is not responsible for the acts and omissions of such
agent.
ARTICLE 11. INDEMNIFICATION.
A. By the Administrator
The Administrator shall indemnify and hold the Sub-Administrator,
including its affiliates and all their partners, officers,
directors, trustees, employees, shareholders and agents harmless
from and against any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liabilities arising out of
or attributable to:
(1)The acts or omissions of any entity that contracts with
and/or provides services to an Investment Company
(including any adviser, sub-adviser, custodian, fund
accountant, administrator other than Sub-Administrator)
other than a subcontractor Sub-Administrator selects under
Article 10.A. or 10.B.
(2)The reasonable reliance on or use by Sub-Administrator or
its agents or subcontractors of information, records and
documents in proper form which are received by Sub-
Administrator or its agents or subcontractors from
advisers, sub-advisers, custodian, fund accountant, or
other third parties contracted by or approved by the
Investment Company or Fund for use in the performance of
services under this Agreement; or
(3) All actions of the Sub-Administrator required to be taken
pursuant to this Agreement, provided that such actions are
taken in good faith and without negligence or willful
misconduct;
(4) The reasonable reliance by the Sub-Administrator on, or
use of, information, records or documents that have been
prepared and/or maintained by an Investment Company or its
affiliates, Administrator or any other person or firm on a
Fund's behalf; and
(5) The reasonable reliance by the Sub-Administrator on, or
the carrying out by Administrator, Sub-Administrator or
their agents or subcontractors, of Proper Instructions of
the Investment Company or a Fund and any instructions or
requests on a Fund's behalf reasonably believed by the
Sub-Administrator to have been given by a person or
persons authorized to give such instructions or requests.
For purposes of this Article, the term "Sub-Administrator"
shall include the Sub-Administrator and any of its agents
and affiliates, and, in each case, the directors/trustees,
officers and employees thereof; and
(6) The offer or sale of Shares in violation of any
requirement under the federal securities laws or
regulations or the securities laws or regulations of any
state that such Shares be registered in such state or in
violation of any stop order or other determination or
ruling by any federal agency or any state with respect to
the offer or sale of such Shares in such state.
Provided, however, that Sub-Administrator shall not be protected by
this Article 11A. from liability for any act or omission resulting from Sub-
Administrator's willful misfeasance, bad faith, negligence, or reckless
disregard of its duties.
B. Reliance
At any time Sub-Administrator may apply to an officer of the
Administrator or an Investment Company for instructions, and may
consult with legal counsel (who may be counsel for the
Administrator, the Investment Companies or their Trustees and
Directors) with respect to any matter arising in connection with
the services to be performed by Sub-Administrator under this
Agreement, and Sub-Administrator and its agents or subcontractors
shall not be liable and shall be indemnified by the Administrator
for any action reasonably taken or omitted by Sub-Administrator
or its agents or subcontractors in good faith reliance upon such
instructions or upon the opinion of such counsel, provided such
action is not in clear violation of applicable federal or state
laws or regulations.
C. By the Sub-Administrator: The Sub-Administrator shall indemnify
and hold the Administrator and each Fund harmless from and
against any and all losses, claims, damages, liabilities or
expenses (including, but not limited to, reasonable attorneys'
fees and expenses) arising out of or attributable to any action
or omission to act by the Sub-Administrator resulting from the
Sub-Administrator's lack of good faith, negligence or willful
misconduct with respect to the performance of its duties
hereunder.
D. The Party seeking indemnification under this Agreement
("Claimant") shall use all reasonable care to promptly identify
and notify the Party against whom indemnification is or may be
sought ("Indemnifier") concerning any situation that involves or
probably will involve a claim for indemnification, and shall
advise the Indemnifier of all pertinent facts and developments
concerning such situation. The failure to give notice as
required by this paragraph D. in a timely fashion shall not
result in the Claimant's waiver of any right to indemnification
hereunder except to the extent the Indemnifier is prejudiced
thereby and then only to the extent of such prejudice. The
Indemnifier has the option to defend Claimant against any
indemnifiable claim. If the Indemnifier elects to defend the
Claimant, Indemnifier must first notify Claimant before taking
over complete defense of the claim. Thereafter, Claimant shall
initiate no further legal or other expenses for which it would
seek indemnification under this Agreement. Further, the Claimant
shall not confess any claim or compromise any case for which the
Indemnifier would be obligated to indemnify Claimant unless the
Indemnifier gives prior written consent.
ARTICLE 12. TERM AND TERMINATION OF AGREEMENT.
This Agreement shall be effective from the date signed above and shall
continue for a period of three (3) years ("Initial Term"). Thereafter, this
Agreement will automatically renew for successive one year terms (a "Renewal
Term") unless Sub-Administrator receives written notice of termination from
the Administrator no less than ninety (90) days prior to the expiration of the
Initial Term or a Renewal Term; provided however that this Agreement shall be
coterminous (with respect to an Investment Company) with such Investment
Company's Agreement for Administrative Services with the Administrator. Sub-
Administrator may terminate this Agreement upon ninety (90) days written
notice. The termination date for all original or after-added Funds that are,
or become, covered under this Agreement shall be coterminous.
In addition, each Party reserves the right to immediately terminate
this Agreement upon giving written notice of: the dissolution or liquidation
of either Party or other cessation of business other than a merger,
reorganization, recapitalization, sale of all or substantially all of the
assets of such Party as an ongoing business, or other transaction designed to
defeat or frustrate the economic purposes and contractual obligations of
either Party under this Agreement; financial difficulties on the part of
either Party which is evidenced by the authorization or commencement of, or
involvement by way of pleading, answer, consent, or acquiescence in, a
voluntary or involuntary case under Title 11 of the United States Code, as
from time to time is in effect, or any applicable law, other than said Title
11, of any jurisdiction relating to the liquidation or reorganization of
debtors or to the modification or alteration of the rights of creditors; or a
final, unappealable judicial, regulatory or administrative ruling or order in
which either Party has been found guilty of criminal behavior in the conduct
of its business.
If the Administrator terminates this Agreement, it will promptly
reimburse Sub-Administrator for its reasonable out-of-pocket expenses
associated with transferring or moving Investment Company books, records and
materials maintained by Sub-Administrator under this Agreement. Additionally,
Sub-Administrator reserves the right to charge the Administrator for any other
reasonable expenses associated with such termination. The provisions of
Article 9 and Article 11 shall survive this Agreement's termination.
ARTICLE 13. NOTICES.
Unless otherwise specifically provided herein, notices and other
writings shall be delivered or mailed postage prepaid to the Administrator at
000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Attention: President or to Sub-
Administrator at Federated Investors Tower, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx, 00000-0000, Attention: General Counsel, or to such other
address as the Administrator or Sub-Administrator or Administrator may
hereafter specify in writing, and shall be deemed to have been properly
delivered or given hereunder.
ARTICLE 14. GOVERNING LAW AND VENUE.
The laws of the State of New York shall govern the construction and
interpretation of this Agreement without regard to the conflict of laws
principle.
ARTICLE 15. AMENDMENTS AND ADDITIONAL PROVISIONS.
This Agreement may be amended or modified only by a written agreement
executed by all Parties. From time to time, Administrator, Sub-Administrator
and/or an Investment Company may agree on interpretive or additional
provisions under this Agreement that are consistent with the Agreement's
operation and general tenor and do not contravene any applicable federal or
state regulations or any provision of the Charter Documents. Any such
interpretive or additional provisions shall be written, signed by the Parties,
and attached to this Agreement, but shall not be deemed to be an amendment to
this Agreement.
ARTICLE 16. COUNTERPARTS.
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original.
ARTICLE 17. MERGER OF AGREEMENT.
This Agreement constitutes the entire agreement among the Parties and
supersedes any prior oral or written agreement of the Parties.
ARTICLE 18. SEVERABILITY.
In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance of this Agreement shall remain in effect.
ARTICLE 19. FORCE MAJEURE.
Neither Party shall have liability for cessation of services hereunder
or any damages resulting therefrom to the other Party as a result of work
stoppage, power or other mechanical failure, natural disaster, governmental
action, communication disruption or other impossibility of performance.
ARTICLE 20. LIMITATION OF LIABILITY.
Sub-Administrator's total liability to the Administrator under this
Agreement during any twelve-month period shall be limited to actual or direct
damages up a maximum of the aggregate amount of fees earned by Sub-
Administrator under Article 6 hereunder during the last twelve months prior to
the time the event giving rise to liability occurs.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.
FEDERATED SERVICES COMPANY
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
XXXXX BROTHERS XXXXXXXX & CO.
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: President
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SUB-ADMINISTRATIVE SERVICES FEE EXHIBIT
Administrator agrees to pay and Sub-Administrator hereby agrees to accept
as full compensation for its Sub-Administrative Services under this Agreement a
Sub-Administrative Services fee at an annual rate as follows:
For All Money Market Funds 0.50 basis points on average daily net assets up to
$4 billion
0.25 basis points on average daily net assets over
$4 billion
For All Fluctuating NAV Funds3.00 basis points on average daily net assets up to
$2.5 billion
2.00 basis points on average daily net assets over
$2.5 billion
Sub-Administrator agrees to waive sub-administrative fees to a total of
$400,000 for the first year of this Agreement. There is no minimum annual fee
per Fund or Share Class.
IN WITNESS WHEREOF, the Parties hereto have caused this Sub-
Administrative Services Fee Exhibit to be executed in their names and on their
behalf by and through their duly authorized officers, as of the day and year
below.
Dated: February 1, 2007
FEDERATED SERVICES COMPANY
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
XXXXX BROTHERS XXXXXXXX & CO.
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: President
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