EXPENSE LIMITATION AGREEMENT SCHWARTZ INVESTMENT COUNSEL, INC. Bloomfield Hills, Michigan 48301
XXXXXXXX
INVESTMENT COUNSEL, INC.
0000 Xxxx
Xxxxx Xxxx
Xxxxxxxxxx
Xxxxx, Xxxxxxxx 00000
February 13, 2010
XXXXXXXX
INVESTMENT TRUST
000
Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx,
Xxxx 00000
Dear
Sirs:
Xxxxxxxx Investment Counsel, Inc.
confirms our agreement with you as follows:
1. You
are an open-end management investment company registered under the Investment
Company Act of 1940 (the “Act”) and are authorized to issue shares of separate
series (funds), with each fund having its own investment objective, policies and
restrictions. Pursuant to an Investment Management Agreement dated as
of April 26, 2001 (the “Management Agreement”), you have employed us to
supervise and oversee the investment and reinvestment of the assets of the Ave
Xxxxx Catholic Values Fund (the “Fund”).
2. We
hereby agree that, notwithstanding any provision to the contrary contained in
the Management Agreement, we shall limit as provided herein the aggregate
ordinary operating expenses incurred by the Fund, including but not limited to
the fees (“Management Fees”) payable to us under the Management Agreement (the
“Limitation”). Under the Limitation, we agree that, through May 1,
2011, such expenses shall not exceed a percentage (the “Percentage Expense
Limitation”) of the average daily net assets of the Fund equal to 1.50% on an
annualized basis. To determine our liability for the Fund’s expenses
in excess of the Percentage Expense Limitation, the amount of allowable
fiscal-year-to-date expenses shall be computed daily by prorating the Percentage
Expense Limitation based on the number of days elapsed within the fiscal
year of
the Fund, or limitation period, if shorter (the “Prorated
Limitation”). The Prorated Limitation shall be compared to the
expenses of the Fund recorded through the current day in order to produce the
allowable expenses to be recorded for the current day (the “Allowable
Expenses”). If Management Fees and other expenses of the Fund for the
current day exceed the Allowable Expenses, Management Fees for the current day
shall be reduced by such excess (“Unaccrued Fees”). In the event such
excess exceeds the amount due as Management Fees, we shall be responsible to the
Fund to pay or absorb the additional excess (“Other Expenses Exceeding
Limit”). If there are cumulative Unaccrued Fees or cumulative Other
Expenses Exceeding Limit, these amounts shall be paid to us by you subject to
the following conditions: (1) no such payment shall be made to us with respect
to Unaccrued Fees or Other Expenses Exceeding Limit that arose more than three
years prior to the proposed date of payment, and (2) such payment shall be made
only to the extent that it does not cause the Fund’s aggregate expenses, on an
annualized basis, to exceed the Percentage Expense Limitation.
3. Nothing
in this Agreement shall be construed as preventing us from voluntarily limiting,
waiving or reimbursing your expenses outside the contours of this Agreement
during any time period before or after May 1, 2011, nor shall anything herein be
construed as requiring that we limit, waive or reimburse any of your expenses
incurred after May 1, 2011, or, except as expressly set forth herein, prior to
such date.
4. This
Agreement shall become effective on the date hereof and supercedes any expense
limitation agreement previously entered into with respect to the Fund. This
Agreement may be terminated by either party hereto upon not less than 60 days’
prior written notice to the other party, provided, however, that (1) we may not
terminate this Agreement without the approval of your Board of Trustees, and (2)
this Agreement will terminate automatically if, as and when we cease to serve as
investment adviser of the Fund. Upon the termination or
expiration hereof, we shall have no claim against you for any amounts not
reimbursed to us pursuant to the provisions of paragraph 2.
5. This
Agreement shall be construed in accordance with the laws of the State of
Michigan, provided, however, that nothing herein shall be construed as being
inconsistent with the Act.
If the
foregoing is in accordance with your understanding, will you kindly so indicate
by signing and returning to us the enclosed copy hereof.
Very
truly yours,
|
|
XXXXXXXX
INVESTMENT COUNSEL, INC.
|
|
By: /s/ Xxxxxx X. Xxxxxxxx
|
Agreed to
and accepted as of
the date
first set forth above.
XXXXXXXX
INVESTMENT TRUST
By: /s/ Xxxxxx X. Xxxxxxxx
XXXXXXXX
INVESTMENT COUNSEL, INC.
0000 Xxxx
Xxxxx Xxxx
Xxxxxxxxxx
Xxxxx, Xxxxxxxx 00000
February
13, 2010
XXXXXXXX
INVESTMENT TRUST
000
Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx,
Xxxx 00000
Dear
Sirs:
Xxxxxxxx Investment Counsel, Inc.
confirms our agreement with you as follows:
1. You
are an open-end management investment company registered under the Investment
Company Act of 1940 (the “Act”) and are authorized to issue shares of separate
series (funds), with each fund having its own investment objective, policies and
restrictions. Pursuant to an Investment Management Agreement dated as
of April 30, 2003 (the “Management Agreement”), you have employed us to
supervise and oversee the investment and reinvestment of the assets of the Ave
Xxxxx Growth Fund (the “Fund”).
2. We
hereby agree that, notwithstanding any provision to the contrary contained in
the Management Agreement, we shall limit as provided herein the aggregate
ordinary operating expenses incurred by the Fund, including but not limited to
the fees (“Management Fees”) payable to us under the Management Agreement (the
“Limitation”). Under the Limitation, we agree that, through May 1,
2011, such expenses shall not exceed a percentage (the “Percentage Expense
Limitation”) of the average daily net assets of the Fund equal to 1.50% on an
annualized basis. To determine our liability for the Fund’s expenses
in excess of the Percentage Expense Limitation, the amount of allowable
fiscal-year-to-date expenses shall be computed daily by prorating the Percentage
Expense Limitation based on the number of days elapsed within the fiscal
year of
the Fund, or limitation period, if shorter (the “Prorated
Limitation”). The Prorated Limitation shall be compared to the
expenses of the Fund recorded through the current day in order to produce the
allowable expenses to be recorded for the current day (the “Allowable
Expenses”). If Management Fees and other expenses of the Fund for the
current day exceed the Allowable Expenses, Management Fees for the current day
shall be reduced by such excess (“Unaccrued Fees”). In the event such
excess exceeds the amount due as Management Fees, we shall be responsible to the
Fund to pay or absorb the additional excess (“Other Expenses Exceeding
Limit”). If there are cumulative Unaccrued Fees or cumulative Other
Expenses Exceeding Limit, these amounts shall be paid to us by you subject to
the following conditions: (1) no such payment shall be made to us with respect
to Unaccrued Fees or Other Expenses Exceeding Limit that arose more than three
years prior to the proposed date of payment, and (2) such payment shall be made
only to the extent that it does not cause the Fund’s aggregate expenses, on an
annualized basis, to exceed the Percentage Expense Limitation.
3. Nothing
in this Agreement shall be construed as preventing us from voluntarily limiting,
waiving or reimbursing your expenses outside the contours of this Agreement
during any time period before or after May 1, 2011, nor shall anything herein be
construed as requiring that we limit, waive or reimburse any of your expenses
incurred after May 1, 2011, or, except as expressly set forth herein, prior to
such date.
4. This
Agreement shall become effective on the date hereof and supercedes any expense
limitation agreement previously entered into with respect to the Fund. This
Agreement may be terminated by either party hereto upon not less than 60 days’
prior written notice to the other party, provided, however, that (1) we may not
terminate this Agreement without the approval of your Board of Trustees, and (2)
this Agreement will terminate automatically if, as and when we cease to serve as
investment adviser of the Fund. Upon the termination or
expiration hereof, we shall have no claim against you for any amounts not
reimbursed to us pursuant to the provisions of paragraph 2.
5. This
Agreement shall be construed in accordance with the laws of the State of
Michigan, provided, however, that nothing herein shall be construed as being
inconsistent with the Act.
If the
foregoing is in accordance with your understanding, will you kindly so indicate
by signing and returning to us the enclosed copy hereof.
Very
truly yours,
|
|
XXXXXXXX
INVESTMENT COUNSEL, INC.
|
|
By: /s/ Xxxxxx X. Xxxxxxxx
|
Agreed to
and accepted as of
the date
first set forth above.
XXXXXXXX
INVESTMENT TRUST
By: /s/ Xxxxxx X. Xxxxxxxx
XXXXXXXX
INVESTMENT COUNSEL, INC.
0000 Xxxx
Xxxxx Xxxx
Xxxxxxxxxx
Xxxxx, Xxxxxxxx 00000
February 13, 2010
XXXXXXXX
INVESTMENT TRUST
000
Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx,
Xxxx 00000
Dear
Sirs:
Xxxxxxxx Investment Counsel, Inc.
confirms our agreement with you as follows:
1. You
are an open-end management investment company registered under the Investment
Company Act of 1940 (the “Act”) and are authorized to issue shares of separate
series (funds), with each fund having its own investment objective, policies and
restrictions. Pursuant to an Investment Management Agreement dated as
of April 30, 2003 (the “Management Agreement”), you have employed us to manage
the investment and reinvestment of the assets of the Ave Xxxxx Xxxx Fund (the
“Fund”).
2. We
hereby agree that, notwithstanding any provision to the contrary contained in
the Management Agreement, we shall limit as provided herein the aggregate
ordinary operating expenses incurred by the Fund, including but not limited to
the fees (“Management Fees”) payable to us under the Management Agreement (the
“Limitation”). Under the Limitation, we agree that, through May 1,
2011, such expenses shall not exceed a percentage (the “Percentage Expense
Limitation”) equal to 0.70% per annum of the average daily net assets of the
Fund. To determine our liability for the applicable expenses in
excess of the Percentage Expense Limitation, the amount of allowable
fiscal-year-to-date expenses shall be computed daily by prorating the Percentage
Expense Limitation based on the number of days elapsed within the fiscal year of
the Fund, or limitation period, if shorter (the “Prorated
Limitation”). The
Prorated
Limitation shall be compared to the expenses of the applicable Class of the Fund
recorded through the current day in order to produce the allowable expenses to
be recorded for the current day (the “Allowable Expenses”). If
Management Fees and other expenses of the Fund for the current day exceed the
Allowable Expenses, Management Fees for the current day shall be reduced by such
excess (“Unaccrued Fees”). In the event such excess exceeds the
amount due as Management Fees, we shall be responsible to the Fund to pay or
absorb the additional excess ("Other Expenses Exceeding Limit"). If
there are cumulative Unaccrued Fees or cumulative Other Expenses Exceeding the
Limit, these amounts shall be repaid to us by you subject to the following
conditions: (1) no such payment shall be made to us with respect to Unaccrued
Fees or Other Expenses Exceeding Limit that arose more than three years prior to
the proposed date of payment, and (2) such payment shall be made only to the
extent that it does not cause the Fund’s aggregate expenses, on an annualized
basis, to exceed the Percentage Expense Limitation.
3. Nothing
in this Agreement shall be construed as preventing us from voluntarily limiting,
waiving or reimbursing your expenses outside the contours of this Agreement
during any time period before or after May 1, 2011, nor shall anything herein be
construed as requiring that we limit, waive or reimburse any of your expenses
incurred after May 1, 2011, or, except as expressly set forth herein, prior to
such date.
4. This
Agreement shall become effective on the date hereof and supercedes any expense
limitation agreement previously entered into with respect to the Fund. This
Agreement may be terminated by either party hereto upon not less than 60 days’
prior written notice to the other party, provided, however, that (1) we may not
terminate this Agreement without the approval of your Board of Trustees, and (2)
this Agreement will terminate automatically if, as and when we cease to serve as
investment adviser of the Fund. Upon the termination or
expiration hereof, we shall have no claim against you for any amounts not
reimbursed to us pursuant to the provisions of paragraph 2.
5. This
Agreement shall be construed in accordance with the laws of the State of
Michigan, provided, however, that nothing herein shall be construed as being
inconsistent with the Act.
If the
foregoing is in accordance with your understanding, will you kindly so indicate
by signing and returning to us the enclosed copy hereof.
Very
truly yours,
|
|
XXXXXXXX
INVESTMENT COUNSEL, INC.
|
|
By: /s/ Xxxxxx X. Xxxxxxxx
|
Agreed to
and accepted as of
the date
first set forth above.
XXXXXXXX
INVESTMENT TRUST
By: /s/ Xxxxxx X. Xxxxxxxx
XXXXXXXX
INVESTMENT COUNSEL, INC.
0000 Xxxx
Xxxxx Xxxx
Xxxxxxxxxx
Xxxxx, Xxxxxxxx 00000
February 13, 2010
XXXXXXXX
INVESTMENT TRUST
000
Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx,
Xxxx 00000
Dear
Sirs:
Xxxxxxxx Investment Counsel, Inc.
confirms our agreement with you as follows:
1. You
are an open-end management investment company registered under the Investment
Company Act of 1940 (the “Act”) and are authorized to issue shares of separate
series (funds), with each fund having its own investment objective, policies and
restrictions. Pursuant to an Investment Management Agreement dated as
of April 28, 2005 (the “Management Agreement”), you have employed us to
supervise and oversee the investment and reinvestment of the assets of the Ave
Xxxxx Rising Dividend Fund (the “Fund”).
2. We
hereby agree that, notwithstanding any provision to the contrary contained in
the Management Agreement, we shall limit as provided herein the aggregate
ordinary operating expenses incurred by the Fund, including but not limited to
the fees (“Management Fees”) payable to us under the Management Agreement (the
“Limitation”). Under the Limitation, we agree that, through May 1,
2011, such expenses shall not exceed a percentage (the “Percentage Expense
Limitation”) of the average daily net assets of the Fund equal to 1.25% on an
annualized basis. To determine our liability for the Fund’s expenses
in excess of the Percentage Expense Limitation, the amount of allowable
fiscal-year-to-date expenses shall be computed daily by prorating the Percentage
Expense Limitation based on the number of days elapsed within the fiscal
year of
the Fund, or limitation period, if shorter (the “Prorated
Limitation”). The Prorated Limitation shall be compared to the
expenses of the Fund recorded through the current day in order to produce the
allowable expenses to be recorded for the current day (the “Allowable
Expenses”). If Management Fees and other expenses of the Fund for the
current day exceed the Allowable Expenses, Management Fees for the current day
shall be reduced by such excess (“Unaccrued Fees”). In the event such
excess exceeds the amount due as Management Fees, we shall be responsible to the
Fund to pay or absorb the additional excess (“Other Expenses Exceeding
Limit”). If there are cumulative Unaccrued Fees or cumulative Other
Expenses Exceeding Limit, these amounts shall be paid to us by you subject to
the following conditions: (1) no such payment shall be made to us with respect
to Unaccrued Fees or Other Expenses Exceeding Limit that arose more than three
years prior to the proposed date of payment, and (2) such payment shall be made
only to the extent that it does not cause the Fund’s aggregate expenses, on an
annualized basis, to exceed the Percentage Expense Limitation.
3. Nothing
in this Agreement shall be construed as preventing us from voluntarily limiting,
waiving or reimbursing your expenses outside the contours of this Agreement
during any time period before or after May 1, 2011, nor shall anything herein be
construed as requiring that we limit, waive or reimburse any of your expenses
incurred after May 1, 2011, or, except as expressly set forth herein, prior to
such date.
4. This
Agreement shall become effective on the date hereof and supercedes any expense
limitation agreement previously entered into with respect to the Fund. This
Agreement may be terminated by either party hereto upon not less than 60 days’
prior written notice to the other party, provided, however, that (1) we may not
terminate this Agreement without the approval of your Board of Trustees, and (2)
this Agreement will terminate automatically if, as and when we cease to serve as
investment adviser of the Fund. Upon the termination or
expiration hereof, we shall have no claim against you for any amounts not
reimbursed to us pursuant to the provisions of paragraph 2.
5. This
Agreement shall be construed in accordance with the laws of the State of
Michigan, provided, however, that nothing herein shall be construed as being
inconsistent with the Act.
If the
foregoing is in accordance with your understanding, will you kindly so indicate
by signing and returning to us the enclosed copy hereof.
Very
truly yours,
|
|
XXXXXXXX
INVESTMENT COUNSEL, INC.
|
|
By: /s/ Xxxxxx X. Xxxxxxxx
|
Agreed to
and accepted as of
the date
first set forth above.
XXXXXXXX
INVESTMENT TRUST
By: /s/ Xxxxxx X. Xxxxxxxx
XXXXXXXX
INVESTMENT COUNSEL, INC.
0000 Xxxx
Xxxxx Xxxx
Xxxxxxxxxx
Xxxxx, Xxxxxxxx 00000
February
13, 2010
XXXXXXXX
INVESTMENT TRUST
000
Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx,
Xxxx 00000
Dear
Sirs:
Xxxxxxxx Investment Counsel, Inc.
confirms our agreement with you as follows:
1. You
are an open-end management investment company registered under the Investment
Company Act of 1940 (the “Act”) and are authorized to issue shares of separate
series (funds), with each fund having its own investment objective, policies and
restrictions. Pursuant to an Investment Management Agreement dated as
of April 27, 2006 (the “Management Agreement”), you have employed us to
supervise and oversee the investment and reinvestment of the assets of the Ave
Xxxxx Opportunity Fund (the “Fund”).
2. We
hereby agree that, notwithstanding any provision to the contrary contained in
the Management Agreement, we shall limit as provided herein the aggregate
ordinary operating expenses incurred by the Fund, including but not limited to
the fees (“Management Fees”) payable to us under the Management Agreement (the
“Limitation”). Under the Limitation, we agree that, through May 1,
2011, such expenses shall not exceed a percentage (the “Percentage Expense
Limitation”) of the average daily net assets of the Fund equal to 1.25% on an
annualized basis. To determine our liability for the Fund’s expenses
in excess of the Percentage Expense Limitation, the amount of allowable
fiscal-year-to-date expenses shall be computed daily by prorating the Percentage
Expense Limitation based on the number of days elapsed within the fiscal
year of
the Fund, or limitation period, if shorter (the “Prorated
Limitation”). The Prorated Limitation shall be compared to the
expenses of the Fund recorded through the current day in order to produce the
allowable expenses to be recorded for the current day (the “Allowable
Expenses”). If Management Fees and other expenses of the Fund for the
current day exceed the Allowable Expenses, Management Fees for the current day
shall be reduced by such excess (“Unaccrued Fees”). In the event such
excess exceeds the amount due as Management Fees, we shall be responsible to the
Fund to pay or absorb the additional excess (“Other Expenses Exceeding
Limit”). If there are cumulative Unaccrued Fees or cumulative Other
Expenses Exceeding Limit, these amounts shall be paid to us by you subject to
the following conditions: (1) no such payment shall be made to us with respect
to Unaccrued Fees or Other Expenses Exceeding Limit that arose more than three
years prior to the proposed date of payment, and (2) such payment shall be made
only to the extent that it does not cause the Fund’s aggregate expenses, on an
annualized basis, to exceed the Percentage Expense Limitation.
3. Nothing
in this Agreement shall be construed as preventing us from voluntarily limiting,
waiving or reimbursing your expenses outside the contours of this Agreement
during any time period before or after May 1, 2011, nor shall anything herein be
construed as requiring that we limit, waive or reimburse any of your expenses
incurred after May 1, 2011, or, except as expressly set forth herein, prior to
such date.
4. This
Agreement shall become effective on the date hereof and supercedes any expense
limitation agreement previously entered into with respect to the Fund. This
Agreement may be terminated by either party hereto upon not less than 60 days’
prior written notice to the other party, provided, however, that (1) we may not
terminate this Agreement without the approval of your Board of Trustees, and (2)
this Agreement will terminate automatically if, as and when we cease to serve as
investment adviser of the Fund. Upon the termination or
expiration hereof, we shall have no claim against you for any amounts not
reimbursed to us pursuant to the provisions of paragraph 2.
5. This
Agreement shall be construed in accordance with the laws of the State of
Michigan, provided, however, that nothing herein shall be construed as being
inconsistent with the Act.
If the
foregoing is in accordance with your understanding, will you kindly so indicate
by signing and returning to us the enclosed copy hereof.
Very
truly yours,
|
|
XXXXXXXX
INVESTMENT COUNSEL, INC.
|
|
By: /s/ Xxxxxx X. Xxxxxxxx
|
Agreed to
and accepted as of
the date
first set forth above.
XXXXXXXX
INVESTMENT TRUST
By:
/s/ Xxxxxx X.
Xxxxxxxx
EXPENSE LIMITATION
AGREEMENT
XXXXXXXX
INVESTMENT COUNSEL, INC.
0000 Xxxx
Xxxxx Xxxxx
Xxxxxxxxxx
Xxxxx, Xxxxxxxx 00000
Xxxxx 00,
0000
XXXXXXXX
INVESTMENT TRUST
000
Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx,
Xxxx 00000
Dear
Sirs:
Xxxxxxxx Investment Counsel, Inc.
confirms our agreement with you as follows:
1. You
are an open-end management investment company registered under the Investment
Company Act of 1940 (the “Act”) and are authorized to issue shares of separate
series (funds), with each fund having its own investment objective, policies and
restrictions. Pursuant to an Investment Management Agreement dated as
of April 23, 2010 (the “Management Agreement”), you have employed us to
supervise and oversee the investment and reinvestment of the assets of the Ave
Xxxxx World Equity Fund (the “Fund”).
2. We
hereby agree that, notwithstanding any provision to the contrary contained in
the Management Agreement, we shall limit as provided herein the aggregate
ordinary operating expenses incurred by the Fund, including but not limited to
the fees (“Management Fees”) payable to us under the Management Agreement (the
“Limitation”). Under the Limitation, we agree that, through May 1,
2013, such expenses shall not exceed a percentage (the “Percentage Expense
Limitation”) of the average daily net assets of the Fund equal to 1.50% on an
annualized basis. To determine our liability for the Fund’s expenses
in excess of the Percentage Expense Limitation, the amount of allowable
fiscal-year-to-date expenses shall be computed daily by prorating the Percentage
Expense Limitation based on the number of days elapsed within the fiscal
year of
the Fund, or limitation period, if shorter the (“Prorated
Limitation”). The Prorated Limitation shall be compared to the
expenses of the Fund recorded through the current day in order to produce the
allowable expenses to be recorded for the current day (the “Allowable
Expenses”). If Management Fees and other expenses of the Fund for the
current day exceed the Allowable Expenses, Management Fees for the current day
shall be reduced by such excess (“Unaccrued Fees”). In the event such
excess exceeds the amount due as Management Fees, we shall be responsible to the
Fund to pay or absorb the additional excess (“Other Expenses Exceeding
Limit”). If there are cumulative Unaccrued Fees or cumulative Other
Expenses Exceeding Limit, these amounts shall be paid to us by you subject to
the following conditions: (1) no such payment shall be made to us with respect
to Unaccrued Fees or Other Expenses Exceeding Limit that arose more than three
years prior to the proposed date of payment, and (2) such payment shall be made
only to the extent that it does not cause the Fund’s aggregate expenses, on an
annualized basis, to exceed the Percentage Expense Limitation.
3. Nothing
in this Agreement shall be construed as preventing us from voluntarily limiting,
waiving or reimbursing your expenses outside the contours of this Agreement
during any time period before or after May 1, 2013, nor shall anything herein be
construed as requiring that we limit, waive or reimburse any of your expenses
incurred after May 1, 2013, or, except as expressly set forth herein, prior to
such date.
4. This
Agreement shall become effective on the date hereof and supercedes any expense
limitation agreement previously entered into with respect to the Fund. This
Agreement may be terminated by either party hereto upon not less than 60 days’
prior written notice to the other party, provided, however, that (1) we may not
terminate this Agreement without the approval of your Board of Trustees, and (2)
this Agreement will terminate automatically if, as and when we cease to serve as
investment adviser of the Fund. Upon the termination or
expiration hereof, we shall have no claim against you for any amounts not
reimbursed to us pursuant to the provisions of paragraph 2.
5. This
Agreement shall be construed in accordance with the laws of the State of
Michigan, provided, however, that nothing herein shall be construed as being
inconsistent with the Act.
If the
foregoing is in accordance with your understanding, will you kindly so indicate
by signing and returning to us the enclosed copy hereof.
Very
truly yours,
|
|
XXXXXXXX
INVESTMENT COUNSEL, INC.
|
|
By: /s/ Xxxxxx X. Xxxxxxxx
|
Agreed to
and accepted as of
the date
first set forth above.
XXXXXXXX
INVESTMENT TRUST
By:
/s/ Xxxxxx X.
Xxxxxxxx