Exhibit (h)(ii) under Form N-1A
Exhibit (10) under 601/Reg. S-K
SUB-ADMINISTRATIVE SERVICES AGREEMENT
This AGREEMENT is made as of September 16, 2002, between Xxxxx
Brothers Xxxxxxxx Trust Company, LLC, a New York trust company having its
principal office and place of business at 00 Xxxx Xxxxxx, 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 Agreements for Administrative
Services, dated November 1, 1993 and amended and restated January 1, 2001,
respectively, (each an "Agreement for Administrative Services") with BBH
Trust, BBH Fund, Inc., Common Settlement Fund, Common Settlement Fund II,
and BBH U.S. Money Market Portfolio (each an "Investment Company") under
which Administrator administers all aspects of the operations of each
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 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx X.
Xxxxxxxx, Partner and Xxxxxxx X. Xxxxxxx, Vice 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.
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/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
XXXXX BROTHERS XXXXXXXX TRUST COMPANY, LLC
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: President
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 Funds 3.00 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: September 16, 2002
FEDERATED SERVICES COMPANY
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
XXXXX BROTHERS XXXXXXXX TRUST COMPANY, LLC
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: President
