EXHIBIT 5(B)(I)
SUB-ADVISORY AGREEMENT
AGREEMENT, made this 7th day of November, 1995, between Integrity Life
Insurance Company (Integrity), an Ohio corporation, and Dreman Value Advisors,
Inc. (Sub-Adviser), a Delaware corporation.
WHEREAS, Integrity, an indirect wholly-owned subsidiary of ARM Financial
Group, Inc., is an investment adviser registered under the Investment Advisers
Act of 1940, as amended (the Advisers Act);
WHEREAS, the Sub-Adviser is an investment adviser registered under the
Advisers Act;
WHEREAS, pursuant to a Management Agreement dated November 26, 1993 (the
Management Agreement), Integrity acts as Investment Manager to The Legends Fund,
Inc. (the Fund), an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, the Fund is authorized to issue multiple series of shares, each
such series representing a separate portfolio of securities and investments; and
WHEREAS, Integrity desires to retain the Sub-Adviser to furnish investment
advisory services to the Dreman Value Portfolio of the Fund (the Portfolio),
and the Sub-Adviser is willing to accept such appointment on the terms and
conditions set forth herein.
NOW, THEREFORE, based on the premises and the consideration set forth
herein, Integrity and the Sub-Adviser agree as follows:
SECTION 1. INVESTMENT ADVISORY SERVICES.
Subject to the supervision of the Fund's Board of Directors and Integrity,
the Sub-Adviser will provide a continuous investment program for the Portfolio
and determine the composition of the assets of the Portfolio, including
determination of the purchase, retention or sale of the securities, cash, and
other investments contained in the Portfolio's holdings. The Sub-Adviser will
provide investment research and conduct a continuous program of evaluation,
investment, sales, and reinvestment of the Portfolio's assets by determining the
securities and other investments that shall be purchased, entered into, sold,
closed, or exchanged for the Portfolio, when these transactions should be
executed, and what portion of the assets of the Portfolio should be held in the
various securities and other investments in which it may invest, and the Sub-
Adviser is hereby authorized to execute and perform such services on behalf of
the Portfolio. To the extent, if any, permitted by the investment policies of
the Portfolio, the Sub-Adviser shall make determinations as to and execute and
perform futures contracts and options on behalf of the Portfolio. The Sub-
Adviser will provide the services under this Agreement in accordance with the
Portfolio's investment objective or objectives, policies, and restrictions as
stated in the Fund's Registration Statement filed with the Securities and
Exchange Commission (SEC). Integrity agrees to supply the Sub-Adviser with a
copy of the Registration Statement and each amendment thereto (the Registration
Statement as amended from time to time hereinafter referred to as the
Registration
Statement) and any other documents that set forth investment policies,
procedures or restrictions governing the Portfolio and to notify the Sub-Adviser
in writing of any changes in the investment objectives, policies, procedures and
restrictions governing the Portfolio.
The Sub-Adviser further agrees as follows:
(a) The Sub-Adviser will manage the Portfolio (i) so that it will qualify
as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended (the Code), and (ii) so as to ensure
compliance by the Portfolio with the diversification requirements of
Section 817(h) of the Code and regulations issued thereunder. In
managing the Portfolio in accordance with these requirements, the Sub-
Adviser shall be entitled to receive and act upon advice of counsel to
the Fund, counsel to Integrity or counsel to the Sub-Adviser, provided
the Sub-Adviser's counsel is acceptable to Integrity.
(b) In undertaking its duties under this Agreement, the Sub-Adviser will
comply with the 1940 Act and all rules and regulations thereunder, all
other applicable federal and state laws and regulations, with any
applicable procedures adopted by the Fund's Board of Directors of which
it has notice and the provisions of the Registration Statement.
(c) On occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interest of the Portfolio as well as of the
Sub-Adviser's or the Sub-Adviser's affiliates' other investment
advisory clients, the Sub-Adviser may, to the extent permitted by
applicable laws and regulations, but shall not be obligated to,
aggregate the securities to be so sold or purchased with those of its
other clients where such aggregation is not inconsistent with the
policies set forth in the Registration Statement. In such event, the
Sub-Adviser will allocate the securities so purchased or sold, as well
as the expenses incurred in the transaction, in a manner that is fair
and equitable in the Sub-Adviser's judgment in the exercise of the Sub-
Adviser's fiduciary obligations to the Fund and to such other clients.
(d) In connection with the purchase and sale of securities for the
Portfolio, the Sub-Adviser, together with Integrity, will arrange for
the transmission to the custodian, transfer agent, dividend disbursing
agent and recordkeeping agent for the Fund (such custodian and agent or
agents hereinafter referred to as the Agent), on a daily basis, such
confirmation, trade tickets (which shall state industry classifications
unless the Sub-Adviser has previously furnished a list of
classifications for portfolio securities), and other documents and
information, including (but not limited to) CUSIP or other numbers that
identify securities to be purchased or sold on behalf of the Portfolio
and, with respect to mortgage derivative and asset-backed securities
purchased by the Sub-Adviser for the Portfolio, 1066Q reports and
supplemental information as required to be available pursuant to IRS
Publication 938, as may be reasonably necessary to enable the Agent to
perform its administrative and recordkeeping responsibilities with
respect
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to the Portfolio. With respect to portfolio securities to be purchased
or sold through the Depositary Trust Company, the Sub-Adviser will
arrange for the automatic transmission of the confirmation of such
trades to the Fund's Agent, and if requested, Integrity.
(e) The Sub-Adviser will monitor on a daily basis, by review of daily
pricing reports provided by the Agent to the Sub-Adviser, the
determination by the Agent for the Fund of the valuation of portfolio
securities and other investments of the Portfolio. The Sub-Adviser
shall not be obligated to independently verify the Agent's pricing
determinations, and the Agent's responsibility for accurate pricing
determinations of the value of the Portfolio's securities shall not be
reduced by the Sub-Adviser's duty to monitor such determinations. The
Sub-Adviser will assist the Agent in determining or confirming,
consistent with the procedures and policies stated in the Registration
Statement, the value of any portfolio securities or other assets of the
Portfolio for which the Agent seeks assistance from or identifies for
review by the Sub-Adviser.
(f) The Sub-Adviser will make available to the Fund and Integrity, promptly
upon request, all of the Portfolio's investment records and ledgers
maintained by the Sub-Adviser as are necessary to assist the Fund and
Integrity to comply with requirements of the 1940 Act and the Advisers
Act, as well as other applicable laws. The Sub-Adviser will furnish to
regulatory authorities having the requisite authority any information
or reports in connection with its services which may be requested in
order to ascertain whether the operations of the Fund are being
conducted in a manner consistent with applicable laws and regulations.
(g) The Sub-Adviser will provide reports, which may be prepared by the
Agent, to the Fund's Board of Directors for consideration at meetings
of the Board on the investment program for the Portfolio and the
issuers and securities represented in the Portfolio's securities
holdings, including a schedule of the investments and other assets held
in the Portfolio and a statement of all purchases and sales for the
Portfolio since the last such statement, and will furnish the Funds'
Board of Directors with periodic and special reports with respect to
the Portfolio as the Directors and Integrity may reasonably request,
including statistical information with respect to the Portfolio's
securities. In addition, the Sub-Adviser will make available at each
meeting of the Board of Directors, either in person or by telephone
conference call as instructed by Integrity on behalf of the Board of
Directors of the Fund, an appropriate person to discuss the investment
performance of the Portfolio.
(h) The Sub-Adviser will provide information and reports to Integrity as
Integrity shall reasonably request to enable it to review the
performance of the Sub-Adviser under this Agreement.
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SECTION 2. BROKER-DEALER SELECTION.
The Sub-Adviser is responsible for decisions to buy and sell
securities and other investments for the Portfolio, broker-dealer and futures
commission merchant selection, and negotiation of brokerage commission and
futures commission merchants' rates. As a general matter, in executing
portfolio transactions the Sub-Adviser may employ or deal with such broker-
dealers or futures commission merchants as may, in the Sub-Adviser's best
judgment, provide prompt and reliable execution of the transactions at favorable
prices and reasonable commission rates. In selecting such broker-dealers or
futures commission merchants, the Sub-Adviser shall consider all relevant
factors, including price (including the applicable brokerage commission, dealer
spread or futures commission merchant rate), the size of the order, the nature
of the market for the security or other investment, the timing of the
transaction, the reputation, experience and financial stability of the broker-
dealer or futures commission merchant involved, the quality of the service, the
difficulty of execution, and the execution capabilities and operational
facilities of the firm involved, and, in the case of securities, the firm's risk
in positioning a block of securities. Subject to such policies as the Board of
Directors may determine and consistent with Section 28(e) of the Securities
Exchange Act of 1934, as amended (the 1934 Act), the Sub-Adviser shall not be
deemed to have acted unlawfully or to have breached any duty created by this
Agreement or otherwise solely by reason of the Sub-Adviser's having caused the
Portfolio to pay a member of an exchange, broker or dealer an amount of
commission for effecting a securities transaction in excess of the amount of
commission another member of an exchange, broker or dealer would have charged
for effecting that transaction, if the Sub-Adviser determines in good faith that
such amount of commission was reasonable in relation to the value of the
brokerage and research services provided by such member of an exchange, broker
or dealer, viewed in terms of either that particular transaction or the Sub-
Adviser's overall responsibilities with respect to the Portfolio and to the Sub-
Adviser's other clients as to which the Sub-Adviser exercises investment
discretion. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T)
thereunder, and subject to any other applicable laws and regulations including
Section 17(e) of the 1940 Act and Rule 17e-1 thereunder, the Sub-Adviser may
engage its affiliates, Integrity and its affiliates or any other sub-adviser to
the Fund and its respective affiliates as broker-dealers or futures commission
merchants to effect portfolio transactions in securities and other investments
for the Portfolio.
SECTION 3. RECORDS, REPORTS, ETC.
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Sub-Adviser hereby agrees that all records which the Sub-Adviser maintains
for the Portfolio are the property of the Fund and further agrees to surrender
promptly to the Fund any of such records upon the Fund's or Integrity's request
or upon termination of this Agreement, although the Sub-Adviser may, at the Sub-
Adviser's own expense, make and retain a copy of such records. The Sub-Adviser
further agrees to preserve for the periods prescribed by Rule 31a-2 under the
1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act
and to preserve the records required by the Rule 204-2 under the Advisers Act
for the period specified in the Rule.
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SECTION 4. PAYMENT OF EXPENSES.
The Sub-Adviser shall assume and pay all of the costs and expenses of
performing its obligations under this Agreement.
SECTION 5. COMPENSATION FOR SERVICES.
Integrity will pay to the Sub-Adviser a monthly sub-advisory fee
(adjusted pro rata for any shorter applicable period) at an annual rate of .50%
of the average daily net assets of the Portfolio from the management fee
actually received by Integrity from the Fund; provided, however, that the sub-
advisory fee shall be reduced proportionately if the management fee actually
paid to Integrity by the Portfolio shall have been reduced as a result of
applicable state expense limitations or fee waivers agreed to in writing by the
Sub-Adviser. The sub-advisory fee shall be computed, accrue and be payable in
the same manner as the management fee which is payable by the Fund to Integrity
pursuant to the Management Agreement and as specified in the Fund's Registration
Statement.
SECTION 6. LIABILITY FOR SERVICES.
Except as may otherwise be required by the 1940 Act or the rules
thereunder or other applicable law, and except as set forth in the next
paragraph, the Fund and Integrity agree that the Sub-Adviser, any of its
affiliated persons, and each person, if any, who, within the meaning of Section
15 of the Securities Act of 1933, as amended, controls the Sub-Adviser, shall
not be liable for, or subject to any damages, expenses, or losses in connection
with, any act or omission connected with or arising out of any services rendered
under this Agreement, except by reason of willful misfeasance, bad faith, or
gross negligence in the performance of the Sub-Adviser's duties, or by reason of
reckless disregard of the Sub-Adviser's obligations and duties under this
Agreement.
SECTION 7. INDEMNIFICATION BY SUB-ADVISER.
The Sub-Adviser agrees to indemnify and hold harmless Integrity
against any losses, expenses, claims, damages or liabilities (or actions or
proceedings in respect thereof), to which Integrity may become subject arising
out of or based on the breach or alleged breach by the Sub-Adviser of any
provisions of this Agreement; provided, however, that the Sub-Adviser shall not
be liable under this paragraph in respect of any loss, expense, claim, damage or
liability to the extent that a court having jurisdiction shall have determined
by a final judgment, or independent counsel agreed upon by Integrity and the
Sub-Adviser shall have concluded in a written opinion, that such loss, expense,
claim, damage or liability resulted primarily from Integrity's willful
misfeasance, bad faith or gross negligence or by reason of the reckless
disregard by Integrity of its duties. The foregoing indemnification shall be in
addition to any rights that Integrity may have at common law or otherwise. The
Sub-Adviser's agreements in this paragraph shall, upon the same terms and
conditions, extend to and inure to the benefit of each person who may be deemed
to control Integrity, be controlled by Integrity or be under common control with
Integrity and its affiliates, directors, officers, employees and agents. The
Sub-Adviser's agreements in this
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paragraph shall also extend to any of Integrity's successors or the successors
of the aforementioned affiliates, directors, offices, employees or agents.
SECTION 8. INDEMNIFICATION BY INTEGRITY.
Integrity agrees to indemnify and hold harmless the Sub-Adviser
against any losses, expenses, claims, damages or liabilities (or actions or
proceedings in respect thereof), to which the Sub-Adviser may become subject
arising out of or based on the breach or alleged breach by Integrity of any
provisions of this Agreement or the Management Agreement, or any wrongful action
or alleged wrongful action by Integrity or its affiliates in the distribution of
the Fund's shares, or any wrongful action or alleged wrongful action by the Fund
other than wrongful action or alleged wrongful action that was caused by the
breach by the Sub-Adviser of the provisions of this Agreement; provided,
however, that Integrity shall not be liable under this paragraph in respect of
any loss, expense, claim, damage or liability to the extent that a court having
jurisdiction shall have determined by a final judgment, or independent counsel
agreed upon by Integrity and the Sub-Adviser shall have concluded in a written
opinion, that such loss, expense, claim, damage or liability resulted primarily
from the Sub-Adviser's willful misfeasance, bad faith or gross negligence or by
reason of the reckless disregard by the Sub-Adviser of its duties. The
foregoing indemnification shall be in addition to any rights that the Sub-
Adviser may have at common law or otherwise. Integrity's agreements in this
paragraph shall, upon the same terms and conditions, extend to and inure to the
benefit of each person who may be deemed to control the Sub-Adviser, be
controlled by the Sub-Adviser or be under common control with the Sub-Adviser
and to each of the Sub-Adviser's and each such person's respective affiliates,
directors, officers, employees and agents. Integrity's agreements in this
paragraph shall also extend to any of the Sub-Adviser's successors or the
successors of the aforementioned affiliates, directors, officers, employees or
agents.
SECTION 9. NOTICE AND DEFENSE OF PROCEEDINGS, ETC.
Promptly after receipt by a party indemnified under paragraph 7 or 8
above of notice of the commencement of any action, proceeding or investigation
for which indemnification will be sought, such indemnified party shall promptly
notify the indemnifying party in writing; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may
otherwise have to any indemnified party unless such omission results in actual
material prejudice to the indemnifying party. In case any action or proceeding
shall be brought against any indemnified party, and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in and, individually or jointly with any other
indemnifying party, to assume the defense thereof with counsel reasonably
satisfactory to the indemnified party. After notice from the indemnifying party
to the indemnified party of its election to assume the defense of any action or
proceeding, the indemnifying party shall not be liable to the indemnified party
for any legal or other expenses subsequently incurred by the indemnified party
in connection with the defense thereof other than reasonable costs of
investigation. If the indemnifying party does not elect to assume the defense
of any action or proceeding the indemnifying party on a monthly basis shall
reimburse the indemnified party for the legal fees and expenses incurred by the
indemnified party for continuing its defense thereof.
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Regardless of whether or not the indemnifying party shall have assumed the
defense of any action or proceeding the indemnified party shall not settle or
compromise the action or proceeding without the prior written consent of the
indemnifying party.
SECTION 10. REPRESENTATIONS AND WARRANTIES; COVENANTS.
(a) The Sub-Adviser hereby represents and warrants as follows:
(i) The Sub-Adviser is registered with the SEC as an investment
adviser under the Advisers Act, and such registration is
current, complete and in full compliance with all material
applicable provisions of the Advisers Act and the rules and
regulations thereunder;
(ii) The Sub-Adviser has all requisite authority to enter into,
execute, deliver and perform the Sub-Adviser's obligations under
this Agreement;
(iii) The Sub-Adviser's performance of its obligations under this
Agreement does not conflict with any law, regulation or order to
which the Sub-Adviser is subject; and
(iv) The Sub-Adviser has reviewed the Registration Statement for the
Fund filed with the SEC, and with respect to the disclosure
about the Sub-Adviser and the Portfolio or information relating,
directly or indirectly, to the Sub-Adviser or the Portfolio
which was made in reliance upon and in conformity with written
information provided by the Sub-Adviser to the Fund specifically
for use therein or, if written information was not provided,
which the Sub-Adviser had the opportunity to review prior to
filing with the SEC, such Registration Statement contains, as of
its date, no untrue statement of any material fact and does not
omit any statement of a material fact which was required to be
stated therein or necessary to make the statements contained
therein not misleading.
(b) The Sub-Adviser hereby covenants and agrees that, so long as this
Agreement shall remain in effect:
(i) The Sub-Adviser shall maintain the Sub-Adviser's registration as
an investment adviser under the Advisers Act, and such
registration shall at all times remain current, complete and in
full compliance with all material applicable provisions of the
Advisers Act and the rules and regulations thereunder;
(ii) The Sub-Adviser's performance of its obligations under this
Agreement shall not conflict with any law, regulation or order
to which the Sub-Adviser is then subject;
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(iii) The Sub-Adviser shall at all times fully comply with the
Advisers Act, the 1940 Act, all applicable rules and regulations
under such Acts and all other applicable law; and
(iv) The Sub-Adviser shall promptly notify Integrity and the Fund
upon the occurrence of any event that might disqualify or
prevent the Sub-Adviser from performing its duties under this
Agreement. The Sub-Adviser further agrees to notify Integrity
and the Fund promptly with respect to written material that has
been provided to the Fund or Integrity by the Sub-Adviser for
inclusion in the Registration Statement or prospectus for the
Fund or any supplement or amendment thereto, or, if written
material has not been provided, with respect to the information
in the Registration Statement or Prospectus, or any amendment or
supplement thereto, reviewed by the Sub-Adviser, in either case
of any untrue statement of a material fact or of any omission of
any statement of a material fact which is required to be stated
therein or is necessary to make the statements contained therein
not misleading.
SECTION 11. EXCLUSIVITY OF SERVICES AND USE OF NAMES.
The Sub-Adviser acknowledges and agrees that the names The Legends
Fund and Pinnacle, and abbreviations or logos associated with those names, are
the valuable property of Integrity and its affiliates; that the Fund, Integrity
and its affiliates have the right to use such names, abbreviations and logos;
and that the Sub-Adviser shall use the names The Legends Fund and Pinnacle, and
associated abbreviations and logos, only in connection with the Sub-Adviser's
performance of its duties hereunder.
Integrity acknowledges that "Dreman" (the Sub-Adviser's name) is
distinctive in connection with investment advisory and related services provided
by the Sub-Adviser, the Sub-Adviser's name is a property right of the Sub-
Adviser, and the Sub-Adviser's name in the name of the Portfolio are understood
to be used by the Fund with the Sub-Adviser's consent. The Sub-Adviser hereby
grants to the Fund a non-exclusive license to use the Sub-Adviser's name in the
name of the Portfolio upon the conditions hereinafter set forth; provided that
the Fund may use such name only so long as the Sub-Adviser shall be retained as
the investment sub-adviser of the Portfolio pursuant to the terms of this
Agreement. Any such use by the Fund shall in no way prevent the Sub-Adviser or
any of its successors or assigns from using or permitting the use of the Sub-
Adviser's name along with any other word or words, for, by or in connection with
any other entity or business, other than the Fund or its business, whether or
not the same directly competes or conflicts with the Fund or its business.
Integrity acknowledges that the Fund shall use the Sub-Adviser's name
in the name of the Portfolio for the period set forth herein in a manner not
inconsistent with the interests of the Sub-Adviser and that the Fund's rights in
the Sub-Adviser's name are limited to their use as a component of the
Portfolio's name and in connection with accurately describing the activities of
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the Portfolio. In the event that the Sub-Adviser shall cease to be the
investment sub-adviser of the Portfolio, then the Fund at its own expense, upon
the Sub-Adviser's written request:
(i) shall cease to use the Sub-Adviser's name as part of the
Portfolio's name or for any other commercial purpose (other than
the right to refer to the Portfolio's former name in the Fund's
Registration Statement, proxy materials and other Fund documents
to the extent required under the 1940 Act);
(ii) shall on all letterheads and other materials designed to be read
or used by salespersons, distributors or investors, state in a
prominent position and prominent type that the Sub-Adviser has
ceased to be the investment sub-adviser of the Portfolio; and
(iii) shall use its best efforts to cause the Fund's officers and
directors to take any and all actions which may be necessary or
desirable to effect the foregoing and to reconvey to the Sub-
Adviser all rights which the Fund may have to such name.
Integrity agrees to take any and all actions as may be necessary
or desirable to effect the foregoing.
The Sub-Adviser hereby agrees and consents to the use of the Sub-
Adviser's name upon the foregoing terms and conditions.
SECTION 12. ENTIRE AGREEMENTS; AMENDMENT, WAIVER.
This Agreement supersedes all prior agreements between the parties and
constitutes the entire Agreement by the parties. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only by an
instrument in writing singed by the party against which enforcement of the
change, waiver, discharge or termination is sought, and no amendment of this
Agreement shall be effective with respect to the Portfolio until approved as
required by the 1940 Act.
SECTION 13. EFFECTIVENESS AND DURATION OF AGREEMENT.
Unless sooner terminated, this Agreement shall continue in effect for
one year and thereafter for successive one year periods, provided that
continuation of this Agreement and the terms thereof are specifically approved
annually in accordance with the requirements of the 1940 Act by a majority of
the Directors of the Fund, including a majority of the Directors who are not
interested persons of the Sub-Adviser, Integrity or the Fund, cast in person at
a meeting called for the purpose of voting on such approval.
SECTION 14. TERMINATION OF AGREEMENT, ASSIGNMENT.
This Agreement may be terminated at any time, without the payment of
any penalty, by the Sub-Adviser or by Integrity, upon sixty (60) days' written
notice from the terminating party to the
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other party and to the Fund, or by the Fund, upon sixty (60) days written notice
to the Sub-Adviser and Integrity, acting pursuant to a resolution adopted by a
majority of the members of the Board of Directors who are not interested persons
or by a vote of the holders of the lesser of (1) 67% of the Portfolio's voting
shares present if the holders of more than 50% of the outstanding shares are
present in person or by proxy, or (2) more than 50% of the outstanding shares of
the Portfolio.
This Agreement shall automatically terminate in the event of its
assignment or the termination of the Management Agreement pertaining to the
Portfolio. Termination of this Agreement shall not affect rights of the parties
which have accrued prior thereto.
The provisions of paragraphs 6, 7, 8, 9, and 11 shall survive the
termination of this Agreement.
SECTION 15. DEFINITIONS.
The terms assignment and interested person when used in this Agreement
shall have the meanings give such terms in the 1940 Act and the rules and
regulations thereunder.
SECTION 16. CONCERNING APPLICABLE PROVISIONS OF LAW.
This Agreement shall be subject to all applicable provisions of law,
including, without limitation, the applicable provisions of the 1940 Act, and to
the extent that any provisions herein contained conflict with any such
applicable provisions of law, the latter shall control.
This Agreement shall be governed by the laws of the State of New York,
without reference to principles of conflicts of law.
SECTION 17. COUNTERPARTS.
This Agreement may be executed in counterparts, and each counterpart
shall for all purposed be deemed an original, and all such counterparts shall
together constitute one and the same instrument.
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IN WITNESS WHEREOF, authorized officers of Integrity and the Sub-
Adviser have executed this Agreement as of the day and year first written above.
INTEGRITY LIFE INSURANCE DREMAN VALUE ADVISORS,
COMPANY INC.
By: /s/ Xxxx X. XxXxxxxx By: /s/ Xxxxx X. Xxxx
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Attest: /s/ Xxxxx X. Xxxxxx Attest: /s/ Xxxxx X. Xxxxxxxxxxx
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