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EXHIBIT 9(a)
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AGENCY AGREEMENT
THIS AGREEMENT, made this 14th day of May, 1970, by and between SENTRY
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FUND, INC., a Maryland corporation (hereinafter called the "Fund"), and SENTRY
EQUITY SERVICES, INC., a Delaware corporation (hereinafter called "Services
Inc."),
WITNESSETH:
1. Appointment. Services Inc. is hereby appointed, effective May 14,
1970, as agent for the Fund, to issue, redeem and transfer the Fund's Capital
Stock, $1.00 par value (hereinafter called the "Shares"), to disburse
investment income and capital gains distributions with respect to such Shares,
to administer the Fund's periodic purchase, withdrawal and other plans, to mail
proxy and other materials to the Fund's shareholders upon the terms and
conditions set forth herein, and to perform such other and further duties as
are agreed upon between the parties from time to time.
2. Basic Documents. In connection with the appointment of Services
Inc. as Agent hereunder, the Fund shall file with Services Inc. prior to May
22, 1970, the following documents:
A. A certified copy of the Articles of Incorporation of the
Fund and all amendments thereto;
B. A certified copy of the By-laws of the Fund;
C. A certified copy of the resolution of the Board of
Directors of the Fund authorizing this Agreement;
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D. Specimens of all forms of stock certificates as approved by
the Board of Directors of the Fund with a certificate of
the Secretary of the Fund as to such approval;
E. Samples of all account application forms and other
documents relating to shareholders' accounts, including
terms of the Sentry Periodic Purchase Plan, Sentry
Systematic Withdrawal Plan and Letter of Intent;
F. Certified copies of any resolutions of the Board of
Directors authorizing the issue of authorized but unissued
Shares;
G. An opinion of counsel for the Fund with respect to the
validity of the Shares, the number of Shares authorized
and the number of Shares with respect to which a
Registration Statement has been filed and is in effect;
H. A list of all shareholders as of May 14, 1970, showing
names, addresses, number of Shares owned, and taxpayer
identification numbers all certified by the Secretary of
the Fund and shareholder ledger cards showing certificate
numbers and dates of issue;
I. A certificate of incumbency bearing the signatures of the
officers of the Fund who are authorized to sign stock
certificates, to sign checks and to sign written
instructions to Services Inc.
3. Additional Documentation. The Fund will also furnish from time to time the
following documents:
A. Certified copies of each amendment to the Articles of
Incorporation and the By-laws of the Fund;
B. Each Registration Statement filed with the Securities and
Exchange Commission and amendments thereto in effect with
respect to the Shares;
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C. Certified copies of each resolution of the Board of
Directors authorizing officers to give instructions to
Services Inc.;
D. Specimens of all new stock certificates, accompanied by
Board of Directors resolutions approving such forms;
E. Forms and terms with respect to new plans which may be
instituted and such other certificates, documents or
opinions which Services Inc. may from time to time, in its
discretion, deem necessary or appropriate in the proper
performance of its duties.
4. Authorized Shares. The Fund certifies to Services Inc. that as of
the date of this Agreement it has authorized 10,000,000 Shares, and, at the
close of business on May 14, 1970 will deliver to Services Inc. a certificate
setting forth the number of Shares issued and outstanding as of said close of
business.
5. Registration of Shares. Services Inc. shall record issues of
Shares and shall notify the Fund in case any proposed issue of Shares would
result in an over-issue as defined by Section 8-104(2) of the Uniform
Commercial Code (Annotated Code of Md. Art. 95B) and in case any proposed issue
would result in the issuance of more Shares than are registered with the SEC,
and in such instances shall refuse to countersign and issue said Shares which
would result in such over-issuance. Services Inc. shall have no obligation to
the Fund, when countersigning and issuing Shares, whether evidenced by
certificates or in uncertificated form, to take cognizance of any law relating
to the issue and sale of Shares, except as specifically agreed in
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writing between Services Inc. and the Fund, and shall have no obligation to any
shareholder except as specifically provided in Sections 8-205, 8-208 and 8-406
of the Uniform Commercial Code.
6. Stock Certificates. The Fund shall supply Services Inc. with a
sufficient supply of blank stock certificates and from time to time shall renew
such supply upon its request. Such blank stock certificates shall be properly
prepared and signed, manually or by facsimile, if authorized by the Fund, and
shall bear the corporate seal of the Fund or a facsimile thereof; and
notwithstanding the death, resignation or removal of any officer of the Fund
authorized to sign certificates of stock Services Inc. may continue to
countersign certificates which bear the manual or facsimile signature of such
officer until otherwise directed by the Fund.
7. Checks. The Fund shall supply Services Inc. with a sufficient
supply of blank checks for the bank accounts of the Fund in order for Services
Inc. to prepare checks for the payment of dividends, capital gain
distributions, and payments in connection with the redemption of shares in
accordance with this Agreement. Services Inc. is authorized to sign, under the
control and supervision of an authorized officer of the Fund, any such checks
in the name of the Fund with the facsimile signature of the President or any
Vice President and the Treasurer or an Assistant Treasurer of the Fund whose
signature has been certified to Services Inc. until otherwise directed by the
Fund.
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8. Record Keeping. Services Inc. shall maintain records showing for
each shareholder's account the following:
A. Name(s), address, tax identification number, and account
number;
B. Number of Shares held;
C. Historical information regarding the account of the
shareholder, including but not limited to date, price per
share, amount of each purchase and redemption, the amount
of all dividends paid and the date, price per share and
amount of all dividends reinvested;
D. Any stop order placed against the shareholder's account;
E. Information with respect to any withholding;
F. Any special instructions and information furnished by the
Fund, such as source of subscriptions and blue sky data,
and such correspondence relating to the current maintenance
of the shareholder's account as is reasonably requested by
the Fund.
9. Subscriptions and Issuance of Shares. Upon receipt of a
Subscription Application or other subscription order which has been
processed by the Fund, Services Inc. will:
A. Compute the number of Shares to which the subscriber is
entitled according to the price of Fund Shares as provided
by the Fund for purchases made at that time and date;
B. In the case of a new shareholder, establish an account for
each shareholder, including the information specified in
Section 8 hereof;
C. Mail to the shareholder a confirmation of said purchase on
a form approved by the
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Fund, including all information called for thereon, and send
a copy of such confirmation to the Fund;
D. If a certificate is requested by the shareholder, prepare,
countersign, issue and mail, not earlier than 10 days after
a check paying for the Shares has been received by the Fund,
to the shareholder at his address as set forth on said
Subscription Application or other subscription order, a
Share certificate for full Shares.
10. Redemptions. I. Upon receipt from the Fund of a certificate for
Shares delivered for redemption, or of a request for redemption for
uncertificated shares, in either case approved for redemption by the Fund,
Services Inc. will process said redemption as follows:
A. If the certificate or request is in form satisfactory to
Services Inc. it shall process said redemption by computing
the amount due for said Shares in accordance with the price
of Fund Shares as provided by the Fund for redemptions at
that time and date, and promptly confirm such redemption to
the shareholder on the form provided by the Fund, including
all information called for thereon, send a copy of such
confirmation to the Fund and request the Fund to direct the
Custodian to deposit the required monies for said redemption
in the Fund's redemption account;
B. If such certificate or request is not satisfactory to
Services Inc., it shall promptly notify the Fund of such
fact, together with the reason therefor;
C. On or prior to the seventh calendar day succeeding delivery
of a certificate in proper form for redemption or a properly
signed request in the case of an uncertificated account,
Services Inc. shall prepare and mail a check for such
redemption price to the shareholder; and
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D. Services Inc. shall cancel stock certificates on the day
received in proper form for redemption and shall adjust
uncertificated accounts for uncertificated Shares redeemed.
II. Services, Inc. will undertake to redeem stockholdings in excess
of 4.9% and small record holdings in accordance with the written instructions
to it signed by the Fund's President or a Vice President and the Secretary or
an Assistant Secretary, provided said instructions are accompanied by a
certified copy of resolutions of the Board of Directors of the Fund authorizing
the redemption pursuant to subsection (4) of Section B of Article SEVENTH of
the Fund's Charter.
11. Administration of Fund Plans.
I. Periodic Purchase Plan. Upon receipt of a Periodic Purchase Plan
Order Form which has been processed by the Fund, Services Inc. will:
A. Carry out the steps provided for in Section 9, including as
part of the confirmation form a reminder for the next
purchase;
B. Enter into agreement with applicants who also wish to
purchase life insurance issued by Sentry Life Insurance
Company and to pay by means of a single check for said
insurance and for Shares purchased under the Periodic
Purchase Plan; and
C. Perform all other administrative and clerical duties
required for the operation of the Periodic Purchase Plan and
for the operation of the single check payment plan.
II. Withdrawal Plan. Upon receipt of a Withdrawal Plan Application
Form, which has been processed by the Fund, Services Inc. will:
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A. Credit the number of Shares indicated by the Fund to the
shareholder's Withdrawal Plan Account and if additional
shares are being purchased take all other appropriate steps
called for under Section 9(A), (B) and (C);
B. On the 20th day of each month, or, if the 20th day is not a
business day, the nearest business day to the 20th of each
month, compute the number of Shares required to be redeemed
for that month's withdrawal payment and withdrawal fee and
prepare and deliver to the Fund a confirmation of the number
of Shares being redeemed and request the Fund to direct the
Custodian to deposit the required monies for said redemption
and withdrawal fees in the Fund's redemption account;
C. Prepare and mail on or before the seventh day following each
redemption a check for the appropriate amount to each
participant or appropriate designee entitled to a withdrawal
payment and an advice reflecting such transactions;
D. Prepare a check to its own order for the payment of
withdrawal fees; and
E. Perform all other administrative and clerical duties
required for the operation of the Withdrawal Plan.
III. Letters of Intent. Upon receipt of a Letter of Intent Form, which
has been processed by the Fund, Services Inc. will:
A. Carry out the steps provided for in Section 9, and determine
the number of shares to be held in escrow; the confirmation
shall reflect that an indicated number of shares are being
held in escrow;
B. Notify the Fund and the Shareholders when shares are
released from escrow, and, if the shareholder has requested
certificates, prepare, countersign, issue and mail to
shareholder a Share certificate for full shares; and
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C. If the intended purchase is not made within the allotted
period, as determined by Services Inc., redeem the number of
escrowed shares necessary to pay any additional sales
charges which might be due; notify the Fund and request it
to direct the Custodian to deposit the required monies for
said redemption in the Fund's redemption account; prepare
and deliver a check for the appropriate amount to the
Underwriter; notify the Fund and the shareholder that the
remaining shares, if any, have been released from escrow;
and prepare, countersign, issue and mail a certificate for
full shares when requested to do so by the shareholder.
12. Transfer of Shares. Upon delivery by the Fund to Services Inc. of
a Share certificate for transfer, or receipt by it of an order for the transfer
of Shares in the case of uncertificated accounts, in either case with such
endorsements, instruments of assignment or evidence of succession as may be
required by Services Inc. and accompanied by payment of such transfer taxes, if
any, as may be applicable, Services Inc. will verify the balance of Shares in
the account, record the transfer of ownership of the Shares in the stock
records of the Fund in accordance with the instruments of transfer, cancel
certificates for Shares surrendered for transfer, and issue, record,
countersign and mail new certificates for a like number of Shares in the case
of certificated accounts and mail confirmation statements in the case of
uncertificated accounts. Services Inc. shall be responsible for determining
that certificates, orders for transfer, and supporting documents, if any, are
in proper legal form for the transfer of Shares.
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13. Refusal to Redeem or Transfer. Services Inc. reserves the right
to refuse to redeem or transfer Shares until reasonably satisfied that the
endorsement on the certificate or request presented is valid and genuine, and
for such purpose may require where necessary or appropriate a guarantee of
signature. Services Inc. also reserves the right to refuse to redeem or
transfer Shares until satisfied that the requested transfer or redemption is
legally authorized, and it shall incur no liability for the refusal in good
faith to make transfers or redemptions which it, in its judgment, deems
improper or unauthorized. Notwithstanding the foregoing, Services Inc. shall
redeem or transfer Shares even though not satisfied as to the endorsement or
legal authority if the Fund first agrees to indemnify Services Inc. to its
reasonable satisfaction against all expenses and liabilities to which it might,
in its judgment, be subjected by such action.
14. Dividends and Capital Gains Distributions. The Fund will
promptly inform Services Inc. of the declaration of any dividend or other
distribution with respect to the Shares, including the amount of distribution,
record date and payable date. Services Inc. will at least seven days before
the payable date of any such dividend or other distribution provide the Fund
with a list of all accounts entitled to the dividend or distribution, the
amount of dividend or distribution to be received by each account, whether such
dividend or such dis-
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tribution is to be paid in cash or reinvested in Shares and the total amount of
cash required for the payment of such dividend or distribution. Upon
instructions by the Fund, Services Inc. will prepare, and on a day not earlier
than the business day before the payable date will mail to shareholders, where
applicable, checks for such dividend or distribution. For shareholders whose
dividends or distributions are to be reinvested in shares, Services Inc. will
compute for the Fund the number of shares required for the payment of such
dividend or distribution based on the net asset value applicable to
subscriptions renewed prior to noon on the payable date. Upon instructions by
the Fund, Services Inc. will prepare and within five business days after the
payable date will mail, where applicable, confirmation statements and/or stock
certificates for such dividend or distribution.
15. Mailings. Services Inc. shall take all steps required, including
the addressing of envelopes, to make the following mailings to shareholders:
A. Services Inc. shall mail to shareholders the checks,
confirmation statements and stock certificates specified in
Section 14 hereof; investment income dividends shall be
mailed as required by the Fund, either quarterly or
semi-annually, and one of such mailings shall include the
capital gains distribution, unless other arrangements are
made between the parties hereto;
B. Services Inc. shall mail reports furnished by the Fund to
shareholders
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on a quarterly or semi-annual basis as the Fund may request;
C. Services Inc. shall mail to shareholders annually proxy
material for the annual meeting and the current prospectus
of the Fund;
D. Services Inc. shall mail to the shareholders annually the
capital gains letter;
E. Services Inc. shall make the mailings required by other
Sections hereof;
F. Services Inc. shall include in any of the above mailings
such other enclosures as are reasonably requested by the
Fund; and
G. Services Inc. shall make such other mailings upon such terms
and conditions and for such fees as are agreed to by the
parties from time to time.
16. Fees. The Fund shall pay to Services Inc. for its services hereunder
fees computed as set forth in Schedule A hereto.
17. Out-of-Pocket Expenses. The Fund will reimburse Services Inc. for any
and all out-of-pocket expenses and charges incurred in performing services under
this Agreement, including but not limited to, postage (except for postage for
advertising material used by the Underwriter) and the cost of any and all forms
of the Fund and other materials used by Services Inc. in communicating with
shareholders of the Fund.
18. Instructions, Opinion of Counsel and Signatures. At any time Services
Inc. may apply to an officer of the Fund for instructions, and may consult
counsel for the Fund or its own
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counsel, in respect of any matter arising in connection with this Agreement,
and it shall not be liable for any action taken or omitted by it in good faith
in accordance with such instruction or with the advice or opinion of such
counsel. Services Inc. shall be protected in acting upon any such instruction,
advice or opinion and upon any other paper or document delivered by the Fund or
such counsel believed by it to be genuine and to have been signed by the proper
person or persons and shall not be held to have notice of any change of
authority of any officer or agent of the Fund, until receipt of written notice
thereof from the Fund.
19. Tax Information Returns and Reports. Services Inc. will prepare and
file with the Internal Revenue Service and with the appropriate State agencies,
and mail to shareholders; such information returns and reports for reporting
dividends and other distributions paid as are required to be so filed and
mailed, and shall withhold such sums from dividends and distributions to foreign
shareholders as are required to be withheld under applicable Federal income tax
laws, rules and regulations.
20. Information to be Furnished to Fund. Services Inc. shall furnish to
the Fund lists of all issuances, redemptions and transfers of Shares, copies of
all confirmations to shareholders and such other information, including
shareholder lists for the Annual Meeting and other purposes, and statistical in-
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formation in such form and at such times as the Fund may reasonably request,
including (i) a cumulative historical list of all issuances, redemptions and
transfers of shares, (ii) reports by states of shares sold therein specifying
dollar amounts thereof, (iii) a journal of subscriptions receivable and refunds
and redemptions payable, (iv) a list of certificates issued and redeemed by
account and (v) a list of sources of subscriptions.
21. Information to be Furnished to Shareholders. Services Inc. will
prepare and mail to each shareholder, at such time or times and in such form as
is reasonably requested by the Fund, a summary of the purchases, redemptions,
transfers and dividend activity in each such shareholder's account.
22. Disposition of Books, Records and Cancelled Certificates.
Services Inc. will retain all books, documents and records no longer needed for
current purposes and stock certificates which have been cancelled in transfer
or in redemption and safely store such books, documents, records and stock
certificates for future reference for at least ten (10) years after their
preparation or for such period as is required by the Investment Company Act of
1940, or the Rules and Regulations issued thereunder, whichever period is
longer; provided, however, that after three (3) years from their date of
preparation said books, documents, records and stock certificates may be placed
on microfilm and the originals destroyed.
23. Fund's Securities Law Responsibility. The Fund assumes full
responsibility for the preparation, contents and
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distribution of each prospectus of the Fund, and for complying with all
applicable requirements of the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, and any laws, rules and regulations
of government authorities having jurisdiction.
24. Certificate Stop Orders. If Services Inc. receives written
notice from the Fund or a shareholder that the shareholder has lost or has not
received a certificate or that such has been stolen or destroyed, Services Inc.
shall place a "stop" against the certificate so that the certificate will not
be redeemed or transferred without inquiry. Services Inc. shall promptly
forward to the Fund a notice of any such "stop" and from time to time a list of
all stock certificates which have been placed in the stop-order file. Services
Inc. shall remove a "stop" only upon the presentation of evidence satisfactory
to it and the Fund.
25. Replacement of Stock Certificates. Services Inc. may issue a new
certificate in place of a certificate represented as not having been received
or to have been lost, stolen, seized or destroyed upon receiving instructions
from the Fund and indemnity satisfactory to Services Inc. and the Fund, and may
issue a new certificate in exchange for, and upon surrender of, an identifiable
mutilated certificate. Such instructions from the Fund shall be in such form
as has been approved by the Board of Directors of the Fund and shall be in
accordance with the provisions of the By-laws of the Fund governing such matter.
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26. Unclaimed and Undelivered Stock Certificates. Where a stock
certificate is in the possession of Services Inc. for any reason, and has not
been claimed by the record holder or cannot be delivered to the record holder,
Services Inc. shall cancel said certificate and reflect as uncertificated
Shares on the shareholder's account record the Shares represented by said
cancelled certificate.
27. Inspection of Stock Books. In case of any request or demand for
the inspection of the stock books of the Fund, Services Inc. will endeavor to
notify the Fund and to secure instructions as to permitting or refusing such
inspection. Services Inc. reserves the right, however, to exhibit the stock
books to any person in case it is advised by its counsel that it may be held
liable for the failure to exhibit the stock books to such person.
28. Indemnification of Services Inc. The Fund will indemnify and
hold Services Inc. harmless from any and all claims, actions, suits, losses,
costs, damages and expenses, including reasonable expenses for counsel,
incurred by it in connection with its acceptance of this Agreement, any action
or omission by it in the performance of its duties hereunder, or as a result of
acting upon any instruction believed by it to have been executed by a duly
authorized officer of the Fund, provided that this indemnification shall not
apply to actions or omissions of Services Inc. in case of its own misconduct or
negligence which
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shall be construed to include willful misfeasance, bad faith, or gross
negligence in the performance of its duty, or reckless disregard of its
obligations and duties under this Agreement, and further provided, that
Services Inc. shall give the Fund prompt notice and reasonable opportunity to
defend against any such claim or action in its own name or in the name of
Services Inc.
29. Further Assurances. Each party agrees to perform such further
acts and execute such further documents as are necessary to effectuate the
purposes hereof.
30. Dual Interests. It is understood that some person or persons are
or may be directors, officers, agents or shareholders of both the Fund and
Services Inc. and that the existence of any such dual interest shall not affect
the validity hereof or of any transactions hereunder except as otherwise
provided by specific provisions of applicable law.
31. Amendment and Termination. This Agreement may be modified or
amended from time to time by mutual agreement between the parties hereto and
shall continue until terminated by one hundred eighty (180) days' written
notice given by one party to the other. Upon termination hereof, the Fund
shall pay to Services Inc. such compensation as may be due as of the date of
such termination and shall reimburse Services Inc. for its costs, expenses and
disbursements payable under this Agreement to such date. In the event that in
connection with termina-
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tion a successor to any of the duties or responsibilities of Services Inc.
hereunder is designated by the Fund by written notice to Services Inc., it
shall, promptly upon such termination and at the expense of the Fund, transfer
to such successor a certified list of shareholders of the Fund (with name,
address, tax identification number and account number), a record of the account
of each shareholder and the status thereof, and all other relevant books,
records and data established or maintained by Services Inc. under this
Agreement and shall cooperate in the transfer of such duties and
responsibilities, including provision at the expense of the Fund for assistance
from Services Inc. personnel in the establishment of books, records and other
data by such successor.
32. Notice. Any notice under this Agreement shall be in writing,
addressed and delivered or sent by registered mail postage prepaid to the other
party at such address as such other party may designate for the receipt of such
notices. Until further notice to the other party it is agreed that the address
of the Fund and that of Services Inc. for this purpose shall be 0000 Xxxxxxx
Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxxxx 00000.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.
ATTEST: SENTRY FUND, INC.
/s/ Xxxxxxxx X. Xxxxx By /s/ Xxxxxx X. Xxxxx
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President
SENTRY EQUITY SERVICES, INC.
ATTEST: By /s/ Xxxxxxx X. Xxxxx
-------------------------
Vice-President
/s/ Xxxxxxxx X. Xxxxx
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SCHEDULE A
This Schedule A is attached to and made a part of the Agency Agreement
("Agreement") dated this 14th day of May, 1970 between Sentry Fund, Inc.
("Fund") and Sentry Equity Services, Inc. ("Services Inc.").
The Fund is to pay Services Inc. a fee of $7.50 per account per
calendar year for the services set forth in the Agreement; provided that the
aggregate of said fee collected from the Fund shall not exceed Services Inc.'s
cost for rendering said services under the Agreement. The fee of $7.50 per
account will be charged with respect to any account in existence during any
part of a calendar year. Said fees shall be payable quarterly at the end of
each calendar quarter and for the calendar year ending December 31, 1970 shall
be paid pro rata for the number of full months from the date hereof to December
31, 1970.
Cost for rendering services under the Agreement shall be determined in
accordance with generally accepted accounting practices consistently applied.
Services Inc. shall determine within 60 days after the end of its
fiscal year if the aggregate fee received hereunder exceeded its cost for
rendering its services under the Agreement and to the extent said fee exceeded
its cost, Services Inc. shall within 90 days after the end of that fiscal year
refund said fee to the Fund.
The Fund or its designated agent shall have the right, at reasonable
times, to examine Services Inc.'s books
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and records in order to verify Services Inc.'s determination of costs
hereunder.
SENTRY FUND, INC.
ATTEST:
/s/ Xxxxxxxx X. Xxxxx By:/s/ Xxxxxx X. Xxxxx
-------------------------- ------------------------
President
SENTRY EQUITY SERVICES, INC.
ATTEST:
/s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx
------------------------ ---------------------------
Vice-President
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AMENDMENT
It is hereby agreed that, effective January 1, 1976 Schedule A to the Agency
Agreement dated May 14, 1970 between Sentry Fund, Inc. and Sentry Equity
Services, Inc. is amended so that the second paragraph of Schedule A reads as
follows:
"The Fund is to pay Services, Inc. a fee of $8.50 per account per
calendar year for the services set forth in the Agreement; provided
that the aggregate of said fee collected from the Fund shall not
exceed Services, Inc.'s cost for rendering said services under the
Agreement. The fee of $8.50 per account will be charged with respect
to any account in existence during any part of a calendar year. Said
fees shall be paid quarterly at the end of each calendar quarter."
All other provisions and parts of said Agreement and its Schedule A will remain
unchanged.
This Amendment is made in accordance with paragraph 31 of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers this 20th day of November, 1975.
SENTRY FUND, INC.
ATTEST:
/s/ Xxxxxxxx X. Xxxxx By /s/ X. X. Xxxxxx
------------------------ -----------------------
Secretary President
SENTRY EQUITY SERVICES, INC.
ATTEST:
/s/ Xxxxxxxx X. Xxxxx By /s/ Xxxxxxx X. Xxxxx
------------------------ -----------------------
Secretary President
