EXHIBIT 3
AMENDED AND RESTATED
DISTRIBUTION AND ADMINISTRATION AGREEMENT
BY AND BETWEEN
USAA LIFE INSURANCE COMPANY
AND
USAA INVESTMENT MANAGEMENT COMPANY
AMENDED AND RESTATED
DISTRIBUTION AND ADMINISTRATION AGREEMENT
This Distribution and Administration Agreement (the "Agreement") made on the
16th day of December, 1994, and amended March 30, 1998, by and between USAA Life
Insurance Company, ("USAA LIFE" or the "Company"), a Texas insurance corporation
on its own behalf and on behalf of the Separate Account of USAA Life Insurance
Company (the "Separate Account") and The Life Insurance Separate Account of USAA
Life Insurance Company (the "Life Insurance Separate Account") as to each of
which the Company is the depositor, and USAA Investment Management Company, a
registered broker-dealer and registered investment adviser organized as a
corporation under the laws of Delaware ("USAA IMCO" or the "Distributor").
RECITALS
WHEREAS, the Company has established and maintains the Separate Account, a
separate investment account pursuant to the laws of Texas, for the purpose of
funding flexible premium variable annuity contracts (the "Contract" or
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"Contracts") offered pursuant to a Registration Statement relating thereto filed
with the Securities and Exchange Commission (the "SEC" or the "Commission")
pursuant to the Securities Act of 1933, as amended (the "1933 Act"); and
WHEREAS, the Company also has established and maintains the Life Insurance
Separate Account, a separate investment account pursuant to the laws of Texas,
for the purposes of funding flexible premium variable universal life insurance
policies (the "Policy" or "Policies") to be offered after the effectiveness of
the Registration Statement relating thereto filed with the SEC pursuant to the
1933 Act; and
WHEREAS, the Separate Account will be registered as a unit investment trust
under the Investment Company Act of 1940 (the "1940 Act"); and
WHEREAS, the Life Insurance Separate Account will be registered as a unit
investment trust under the Investment Company Act of 1940 (the "1940 Act"); and
WHEREAS, the Distributor is an affiliate of the Company, is registered as a
broker-dealer under the Securities Exchange Act of 1934 (the "1934 Act") and
under
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the securities laws in all 50 states, is a member of the National Association of
Securities Dealers, Inc. ("NASD") and is authorized to offer and sell mutual
funds and variable insurance products, and is the principal underwriter and
distributor of the USAA Life Investment Trust (the "Trust"), a Delaware business
trust registered as an investment company under the 1940 Act; and
WHEREAS, the Company has extensive experience in the operation of its
insurance business and has trained personnel, equipment, and facilities for
conducting its present and future insurance operations; and
WHEREAS, the Distributor has extensive experience in the operation of its
business as registered broker-dealer and has trained (and NASD-registered)
personnel, equipment, and facilities for conducting its present and future
broker-dealer operations (the term "broker-dealer" as hereinafter used shall
include the offering, solicitation, and sale of registered securities, broker-
dealer compliance monitoring activities, and procedures associated therewith and
all activities incidental, ancillary, or complementary to the business of a
securities broker-dealer); and
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WHEREAS, premiums received from owners of Contracts ("Contractowners") will be
deposited at the Contractowner's designation in the Separate Account and/or in
the Company's general account, and the Separate Account will invest in shares
of the Trust; and
WHEREAS, premiums received from owners of Policies ("Policyowners") will be
deposited at the Policyowner's designation in the Life Insurance Separate
Account, and the Separate Account will invest in shares of the Trust; and
WHEREAS, certain personnel of the Company or its affiliates may engage, or be
deemed to be engaged, directly or indirectly, in the offering, selling,
advertising or marketing of Contracts and Policies, including without
limitation, such activities as confirming transactions as required by 1934 Act
Rule 10b-10 and maintenance of records required by 1934 Act Rules 17a-3 and
17a-4 or other SEC or NASD rules applicable to registered broker-dealers (all
Company personnel engaged in these activities, as well as all other persons whom
Section 3(a)(18) of the 1934 Act defines as associated persons of the
Distributor, are referred to herein as "Associated Persons"); and
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WHEREAS, USAA IMCO also serves as the Investment Adviser (the "Adviser") to
the Trust, the Trust is the investment medium for the Separate Account and the
Life Insurance Separate Account, USAA Life is the depositor and administrator of
the Separate Account and the Life Insurance Separate Account, and USAA IMCO
receives, as Adviser to the Trust, an advisory fee that is detailed in a
separate Investment Advisory Agreement between the Trust and USAA IMCO; and
WHEREAS, the Company and the Distributor desire to enter into an agreement to
have the Distributor, which shall at all times function and be deemed to be an
independent contractor, act as the Company's principal underwriter for the sale
of the Contracts and Policies funded through the Separate Account and the Life
Insurance Separate Account, respectively; and
WHEREAS, the Distributor and the Company acknowledge the Company's operations
as being the best-suited to provide certain administrative functions in
connection with the Contracts and Policies, subject at all times to the control
and direction of the Distributor with respect to broker-dealer operations.
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NOW, THEREFORE, in consideration of the mutual covenants herein contained, and
of the mutual expectations of benefit occurring from the activities herein
contemplated, the parties hereto agree as follows:
1. Appointment of the Distributor
The Company shall during the term of this Agreement take all action which is
required to cause the Contracts and Policies to comply as insurance products,
interests thereunder to comply as registered securities, and the Separate
Account and the Life Insurance Separate Account to qualify as registered
investment companies, under all applicable federal and state laws and
regulations. The Company shall immediately notify the Distributor of any
failure to comply or qualify or of any order or instruction of any regulatory,
judicial or governmental authority to cease or limit the offer or sale of the
Contracts or Policies or any of the Company's operations related thereto.
The Company appoints the Distributor and the Distributor shall act as the
exclusive principal underwriter for the sale of the Contracts and Policies to
the public, during the term of this Agreement, in each state and other
jurisdictions in which such Contracts and Policies may lawfully be sold. The
Distributor shall offer the
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Contracts and Policies for sale and distribution, but shall be under no
obligation to effectuate any particular amount of sales of Contracts or
Policies. In this connection, the Distributor shall distribute prospectuses of
the Trust together with prospectuses of the Separate Account for the Contracts
and the prospectuses of the Life Insurance Separate Account, as required by the
SEC.
The Distributor in its capacity as broker-dealer will be solely responsible
for monitoring and controlling the activities of all Associated Persons involved
in the distribution and sale of the Contracts and Policies. Applications for
the Contracts and Policies shall be solicited only by Associated Persons who are
registered with the NASD as representatives of the Distributor ("Registered
Representatives"), and who are duly and appropriately licensed or otherwise
qualified to sell such Contracts and Policies in each state or other
jurisdiction. The Company shall undertake to appoint the Distributor's
Registered Representatives as life insurance agents of the Company, which agents
will be salaried employees of the Company. Completed applications for the
Contracts or Policies shall be transmitted directly to the Company or to an
appointed Third Party Administrator or other designated agent (each a "TPA").
Initial and subsequent premium payments under the Contracts or Policies
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shall be made payable to the Company or its designee and any such payments which
come into the possession of the Distributor shall be immediately delivered to
the Company or its designee. The Company and any TPA shall provide all Contract
and Policy issue services at their own expense. Anything in this Agreement to
the contrary notwithstanding, the Company retains the ultimate right to control
the sale of the Contracts and Policies, including the right to suspend sales in
any jurisdiction or jurisdictions, and to appoint and discharge insurance agents
of the Company. The Company shall, however, cooperate with and assist USAA IMCO
to insure that USAA IMCO as broker-dealer controls the manner and whether or not
the Contracts and Policies are sold for purposes of compliance with federal and
state securities law. The Distributor and the Company shall be held to the
exercise of reasonable care in carrying out the provisions of this Agreement.
2. Registration of Representatives
The Distributor shall be responsible for ensuring that the individual
Registered Representatives offering or selling the Contracts and Policies are
duly registered and qualified pursuant to the 1934 Act, NASD regulations, and
any other required securities regulatory body.
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3. Life Insurance Licensing
The Company shall be responsible for ensuring that the Registered
Representatives are duly qualified, under the insurance laws of the applicable
jurisdictions, to sell the Contracts and Policies.
4. Suitability
The Company desires to ensure that Contracts and Policies sold by the
Distributor will be issued to purchasers for whom the Contracts or Policies will
be suitable. The Distributor shall establish written procedures which will
require Registered Representatives to review all applications to determine that
the Contracts or Policies are a "suitable" investment vehicle for the applicant.
While not limited to the following, a determination of suitability shall be
based on information furnished to a Registered Representative after reasonable
inquiry of such applicant concerning the applicant's investment objectives and
financial situation and needs, including the likelihood that the applicant will
make sufficient premium payments to derive the benefits thereof. Registered
Representatives of USAA IMCO will review every application for the Contracts or
Policies to insure that it meets the "suitability requirement" detailed in the
NASD's Conduct Rules.
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5. Sales Aids; Promotional Material
The Company shall have responsibility for furnishing to the Distributor's
Registered Representatives all sales aids, and promotional material related to
the solicitation and sale of the Contracts and Policies, all at the Company's
expense, and the Distributor shall not use any other such aids, or material
without the specific advance approval of the Company. Such material shall have
been approved in advance by the Distributor. The Distributor, at its
discretion, directly or through the Company as its agent, shall cause such
material to be filed with and reviewed by the NASD, the SEC, or any other
required securities regulatory body, as appropriate. The Company, at its
expense, shall make timely filings of all such aids, material, or proposals with
any insurance regulatory authorities, as required.
No person shall, in connection with the offer or sale of the Contracts or
Policies, make any representations or communicate any information regarding the
Contracts, Policies or the Company which are not contained in materials approved
pursuant to this Section 5 or in the then-effective 1933 Act Registration
Statement for the Separate Account and the Life Insurance Separate Account,
respectively.
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6. Compensation
The Company shall pay the salaries and employee fringe benefits of the
Registered Representatives of the Distributor. Such salaries and benefits shall
be their sole compensation and shall not be related to the volume of the sales
of the Contracts or Policies made during a specified time period.
The Company will receive all amounts charged as the Fixed Fund Account
Withdrawal Charge under the Contracts. The parties understand that the Company
is charging the Fixed Fund Account Withdrawal Charge to help enable the Company
to declare higher rates of interest than it could otherwise declare, is
deducting no specific charge for the cost of distributing the Contracts, and is
assuming the risk that the charges under the Contract may be insufficient to
cover the Company's actual expenses and costs assumed in connection with the
Contracts.
7. Administration, Records and Confirmations
The Company shall be primarily responsible for the internal record-keeping and
general office administration necessary for the sale of the Contracts and
Policies subject to the Distributor's review and approval. The Company in its
discretion and
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with the understanding of the Distributor, may delegate some or all of its
record-keeping functions to a TPA pursuant to a separate written agreement. The
books and records maintained by the Company or TPA as agent for the benefit of
the Distributor will conform to the requirements of Rule 17a-3 and Rule 17a-4
under the 1934 Act, and as further amplified in SEC Release 34-8389.
Furthermore, such books and records shall remain the property of the
Distributor, shall be surrendered promptly to the Distributor at its request
without charge, and shall at all times be subject to inspection by the
Distributor, the SEC pursuant to Section 17(a) of the 1934 Act and any other
appropriate governmental agency.
The Distributor shall have responsibility for maintaining the records required
of it by applicable law or regulations with respect to broker-dealer operations,
although, in the Distributor's discretion and at the Company's expense, the
Distributor may use the Company or any TPA as its agent for this purpose, as
described in the preceding paragraph.
Any and all books, accounts, and records of the Company, the Separate Account,
the Life Insurance Separate Account, and the Distributor as may pertain to the
Contracts, Policies and this Agreement shall be maintained so as to clearly and
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accurately disclose the nature and details of Contract and Policy transactions
or any transactions related thereto. The Distributor shall keep confidential
any information obtained pursuant to this Agreement and shall disclose such
information only if the Company has authorized such disclosure, or if such
disclosure is expressly required by applicable federal or state authorities.
The Distributor, directly or through the Company or any TPA as the
Distributor's agent (at the Company's expense), shall, upon or prior to the
completion of each Contract or Policy transaction for which a confirmation is
legally required, send a written confirmation to the Contractowner or
Policyowner for each such respective transaction, in a form and manner that
complies with the requirements of the 1934 Act, state laws and regulations, and
the disclosure requirements of the NASD. Such confirmations will be furnished
to all Contractowners or Policyowners in accordance with securities laws, will
reflect the facts of the transaction, and will show that they are being sent by
the Company on behalf of the Distributor. The parties agree that the form and
the manner of use of confirmations in connection with transactions occurring in
Contract or Policy accounts shall be supervised by the Distributor. The Company
shall prepare and distribute such confirmations in accordance with the
Distributor's instructions. The Company shall make no changes
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or variations in either the form or the manner of distribution of such
confirmations without the written approval of the Distributor and shall cause
such confirmations to be issued as directed by the Distributor and on behalf of
the Distributor.
8. Examination and Proceedings
The Distributor and the Company shall cooperate fully in any insurance
regulatory examination, investigation, or proceeding or any judicial proceeding
arising in connection with the Contracts and Policies distributed under this
Agreement. The Distributor and the Company shall cooperate fully in any
securities regulatory examination, investigation or proceeding or any judicial
proceeding with respect to the Company, the Distributor, and their respective
affiliates, agents and representatives to the extent that such examination,
investigation, or proceeding is in connection with Contracts and Policies
distributed under this Agreement. The Distributor shall furnish applicable
federal and state regulatory authorities with any information or reports in
connection with its services under this Agreement, which authorities may request
in order to ascertain whether the Company's operations are being conducted in a
manner consistent with any applicable law or regulations.
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In the case of an oral or written consumer or regulatory agency complaint, the
Distributor and the Company shall promptly notify the other and shall coordinate
and fully cooperate in responding to such complaints. The Distributor and the
Company shall develop procedures to coordinate, investigate and respond to such
complaints.
9. Other Compliance Requirements
The Distributor shall be responsible for the securities activities of, and
for securities law compliance by, any Associated Person engaged directly or
indirectly in the flexible premium variable annuity operation or the flexible
premium variable universal life insurance operation. This shall include (i)
compliance with NASD Conduct Rules and with federal and state laws and
regulations, and (ii) the appropriate training and qualification of Associated
Persons, at the Company's expense. The Distributor, in order to discharge its
duties under this provision of the Agreement, shall be authorized to and shall
designate such Company personnel as it deems necessary to qualify as limited or
general securities principals ("Limited Principals" or "General Principals"),
which individuals shall supervise the securities activities of, and securities
law compliance by, those Registered Representatives selling the Contracts and
Policies, all in accordance with applicable laws, regulations
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and NASD requirements. Further, the Distributor shall have the authority to
require such written compliance procedures as it deems advisable to be
established by the Company with respect to any aspect of the Company's business
that affects broker-dealer operations with respect to the Contracts and Policies
and, through the Limited and General Principals, monitor and enforce compliance
with said procedures. The Company shall cooperate and provide any assistance
required by the Distributor in order to insure that the Distributor and
Associated Persons engaged directly or indirectly in the sale of the Contracts
and Policies remain in compliance with any such compliance procedures and
appropriate securities laws, regulations and the NASD`s General Rules and
Conduct Rules.
The Distributor will execute such papers and do such acts and things as shall
from time to time be reasonably requested by the Company for the purpose of (a)
maintaining the registration of the Contracts interests and Policy interests
under the 1933 Act and the Separate Account and the Life Insurance Separate
Account under the 1940 Act, and (b) qualifying and maintaining qualification of
the Contracts and Policies for sale under the applicable laws of any state.
Upon the completion of each transaction for which a confirmation is legally
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required, the Company or a TPA shall, on behalf of the Distributor, send a
written confirmation of such transaction reflecting the facts of the
transaction.
10. Contract Payments
The Company shall provide payment services, with respect to the Contracts and
Policies, including payments representing Contract or Policy loans, full and
partial surrenders, and amounts paid under Contract or Policy settlement
options.
11. Company Services
The Company shall provide or arrange to provide, at its expense, all necessary
services in connection with the operational aspects of the Contracts and
Policies. These services shall include, but are not limited to, actuarial,
accounting, data processing, legal, regulatory, Contractowner and Policyowner
service and any other actions required by the Company in its discretion. In
addition to these services, or other services provided hereunder, the Company
shall provide such executive, clerical, and other personnel related services as
may be required to carry out the Company's obligations under this Agreement,
including its obligation to perform certain functions on the Distributor's
behalf.
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12. Expense Allocation
Expenses under this Agreement are allocated in this Section 12. If, at a
later time, the Agreement gives rise to other expenses, they shall be allocated
as the parties may decide in writing at that time. The Company hereby agrees
that it will bear the cost of the Associated Persons' salaries and securities
licensing fees; securities registration expenses and filing fees with respect to
the Contracts and the Separate Account and the Policies and the Life Insurance
Separate Account; costs of preparing, printing and distributing all
prospectuses, statements of additional information, notices, periodic reports,
and proxy solicitation material with respect to the Contracts and Policies,
costs of sales literature and other promotional material, applications for
exemptions, requests for no-action letters, and all amendments to any of the
above; costs of preparing, printing, and filing Contract and Policy forms; and
direct legal and accounting expenses in connection with any of the foregoing.
Any of these expenses which may be initially assumed by the Distributor will be
reimbursed to it by the Company upon presentation of the appropriate
documentation in writing evidencing such expenditures. Nothing in this
Agreement shall be deemed to allocate any operational or organizational expense
of the Trust, or the offer and sale of its shares, which expense shall be
allocated pursuant to a separate agreement or agreements pertaining to that
entity
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13. Indemnification
a) Whenever the Company is referred to in this Section (13), it is to be
construed to specifically also refer to and include the Separate Account and the
Life Insurance Separate Account.
b) The Company shall indemnify and hold harmless the Distributor, its agents,
employees and each person, if any, who controls the Distributor against any
loss, liability, claim, damage or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damage or expense
and reasonable counsel fees incurred in connection therewith) arising by reason
of any person's acquiring any Contract or Policy, which may be based upon any
federal or state securities act, or on any other statute or at common law, (i)
on the ground that the registration statement or related prospectus, as from
time to time amended and supplemented, or the annual or interim reports to
Contractowners or Policyowners, any published marketing materials or
communications with any Contractowner or Policyowners or prospective
Contractowner or Policyowner concerning the Contract or Policy, respectively,
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein not misleading, unless such statement or omission was made in reliance
upon, and in conformity with, information furnished to the Company in
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connection therewith by or on behalf of the Distributor; or (ii) on the ground
that a TPA (other than a TPA controlled by Distributor) failed to comply with
any applicable securities law and regulations in connection with its rendering
of Contract or Policy issue, recordkeeping, or confirmation services under this
Agreement; provided, however, that in no case (a) is the indemnity of the
Company in favor of the Distributor and any such controlling persons to be
deemed to protect the Distributor or any such controlling persons thereof
against any liability to the Company or its Contractowners or Policyowners to
which the Distributor or any such controlling persons would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of reckless disregard of its obligations
and duties under this Agreement, or (b) is the Company to be liable under its
indemnity agreement contained in this paragraph with respect to any claim made
against the Distributor or any such controlling persons, unless the Distributor
or such controlling persons, as the case may be shall have notified the Company
in writing within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have been served
upon the Distributor or such controlling persons (or after the Distributor or
such controlling persons shall have received notice of such service on any
designated agent), but failure to notify the Company of any such claim shall not
relieve the Company from any liability which
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the Company may have to the person against whom such action is brought otherwise
than on account of the Company indemnity agreement contained in this paragraph.
The Company will be entitled to participate at its own expense in the defense,
or, if it so elects, to assume the defense of any suit brought to enforce any
such liability, but if the Company elects to assume the defense, such defense
shall be conducted by counsel chosen by it and satisfactory to the Distributor
or such controlling person or persons, defendant or defendants in the suit. In
the event the Company elects to assume the defense of any such suit and retain
such counsel, the Distributor or such controlling person or persons, defendant
or defendants in the suit, shall bear the fees and expense of any additional
counsel retained by the Distributor or such controlling person or persons, but,
in case the Company does not elect to assume the defense of any such suit, it
will reimburse the Distributor or such controlling person or persons, defendant
or defendants in the suit, for the reasonable fees and expense of any counsel
retained by them. The Company shall promptly notify the Distributor of the
commencement of any litigation or proceedings against the Company or any of its
officers, directors, employees or agents in connection with the issuance or sale
of the Contracts or Policies.
c) The Distributor shall indemnify and hold harmless the Company, its agents,
employees and each person, if any, who controls the Company against any
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loss, liability, claim, damage or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damage or expense
and reasonable counsel fees incurred in connection therewith) arising by reason
of any person's acquiring any Contract or Policy, which may be based upon any
federal or state securities act, or on any other statute or at common law, on
the ground that the registration statement or related prospectus, as from time
to time amended and supplemented, or the annual or interim reports to
Contractowners or Policyowners, any published marketing materials or
communications with any Contractowner or Policyowner or prospective
Contractowner or Policyowner concerning the Contract or Policy, respectively,
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein not misleading, unless such statement or omission was made in reliance
upon, and in conformity with, information furnished in connection therewith by
or on behalf of the Company; provided, however, that in no case (a) is the
indemnity of the Distributor in favor of the Company and any such controlling
persons to be deemed to protect the Company or any such controlling persons
thereof against any liability to the Distributor to which the Company or any
such controlling persons would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of reckless disregard of
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its obligations and duties under this Agreement, or (b) is the Distributor to be
liable under its indemnity agreement contained in this paragraph with respect to
any claim made against the Company or any such controlling persons, unless the
Company or such controlling persons, as the case may be shall have notified the
Distributor in writing within a reasonable time after the summons or other first
legal process giving information of the nature of the claim shall have been
served upon the Company or such controlling persons (or after the Company or
such controlling persons shall have received notice of such service on any
designated agent), but failure to notify the Distributor of any such claim shall
not relieve the Distributor from any liability which the Distributor may have to
the person against whom such action is brought otherwise than on account of the
Distributor indemnity agreement contained in this paragraph. The Distributor
will be entitled to participate at its own expense in the defense, or, if it so
elects, to assume the defense of any suit brought to enforce any such liability,
but if the Distributor elects to assume the defense, such defense shall be
conducted by counsel chosen by it and satisfactory to the Company or such
controlling person or persons, defendant or defendants in the suit. In the event
the Distributor elects to assume the defense of any such suit and retain such
counsel, the Company or such controlling person or persons, defendant or
defendants in the suit, shall bear the fees and expense of any additional
counsel retained by the Company or such controlling
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person or persons, but, in case the Distributor does not elect to assume the
defense of any such suit, it will reimburse the Company or such controlling
person or persons, defendant or defendants in the suit, for the reasonable fees
and expense of any counsel retained by them. The Distributor shall promptly
notify the Company of the commencement of any litigation or proceedings against
the Distributor or any of its officers, directors, employees or agents in
connection with the issuance or sale of the Contracts or Policies.
14. Termination
This Agreement shall be effective as of the date first above written and shall
remain in full force and effect thereafter, provided, however, that either party
may terminate this Agreement without penalty, with or without cause, on not less
than sixty (60) days' written notice to the other party.
15. Amendment
This Agreement may be amended at any time by a writing executed by the
parties.
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16. Non-Assignment
This Agreement shall not be assigned by either party without the prior written
consent of the other party.
17. Governing Law
This Agreement shall be interpreted in accordance with and governed by the
laws of the State of Texas.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first written above.
USAA LIFE INSURANCE COMPANY, USAA INVESTMENT
on its own behalf and on behalf of MANAGEMENT COMPANY
SEPARATE ACCOUNT OF
USAA LIFE INSURANCE COMPANY
BY: /s/ XXXXX X. XXXXXX BY: /s/ XXXXXXX X.X. XXXX
----------------------- -------------------------
XXXXX X. XXXXXX XXXXXXX X.X. XXXX
President & CEO President
ATTEST: /s/ XXXXX X. XXXXX ATTEST: /s/ XXXXXXX X. XXXXXX
------------------- ---------------------
XXXXX X. XXXXX XXXXXXX X. XXXXXX
Assistant Secretary Secretary
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