INVESTMENT ADVISORY AGREEMENT
Exhibit (d) (1)
AGREEMENT made this 5th day of January, 2007 between XXXXXX XXXXXXXXX & CO., INC., a Delaware
corporation (“Xxxxxx Xxxxxxxxx” or “Adviser”) and THE XXXXXX XXXXXXXXX TRUST, a Delaware statutory
trust (the “Trust”).
WHEREAS, the Trust is registered as an open-end, diversified, management series investment company
under the Investment Company Act of 1940, as amended (“Investment Company Act”) which currently
offers eight series of beneficial interests (“shares”) representing interests in separate
investment portfolios, and may offer additional portfolios (or classes of shares within any such
portfolio) in the future (each a “Portfolio” and, collectively, the “Portfolios”); and
WHEREAS, Xxxxxx Xxxxxxxxx has, pursuant to the terms of that certain agreement dated July 21, 1995,
(“Prior Agreement”) provided certain investment advisory services to the Trust since the Trust’s
inception and the Trust desires to modify certain of the terms and conditions pursuant to which
Xxxxxx Xxxxxxxxx serves the Trust; and
WHEREAS, the Trust desires to retain Xxxxxx Xxxxxxxxx to furnish certain investment advisory
services to the Trust and the Portfolios and Xxxxxx Xxxxxxxxx is willing to provide such services,
in accordance with the terms and conditions hereof; and
WHEREAS, it is intended that day-to-day investment decisions relating to the Portfolios will
generally be made by one or more investment management organizations under the supervision of
Xxxxxx Xxxxxxxxx, acting as the Trust’s primary investment adviser (hereinafter referred to as the
Trust’s “manager of manager structure”);
NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein and intending
to be legally bound hereby, it is agreed between the parties as follows:
1. Appointment.
The Trust hereby appoints Adviser to serve as investment adviser for the Trust and the Portfolios
and Xxxxxx Xxxxxxxxx accepts such appointment for the period and on the terms set forth in this
Agreement.
2. Duties of Xxxxxx Xxxxxxxxx.
(a) Subject to the supervision of the Trust’s Board of Trustees (“Board”), Xxxxxx Xxxxxxxxx will
provide a continuous investment program for the respective Portfolios. Xxxxxx Xxxxxxxxx shall have
complete investment discretion to invest and reinvest the securities, cash and/or other investments
held from time to time in the respective Portfolios, including, without limitation, the selection
of brokers, dealers or other agents through which transactions for the Portfolios will be effected.
(b) Xxxxxx Xxxxxxxxx shall also have the authority, in accordance with Section 4(a) of this
Agreement and subject to applicable provisions of the Investment Company Act, to select one or more
investment advisory organizations to provide day-to-day portfolio management with respect to all or
a portion of the
assets of any of the respective Portfolios and to allocate and reallocate the assets of a Portfolio
between and among any investment advisory organizations so selected to provide such services to
such Portfolio.
(c) Xxxxxx Xxxxxxxxx acknowledges that, as of the effective date of this Agreement, there may exist
one or more discretionary portfolio management agreements pursuant to which all or a portion of the
assets of a specified Portfolio are managed by investment advisory organizations other than Xxxxxx
Xxxxxxxxx. Xxxxxx Xxxxxxxxx expressly agrees that during the existence of any such contract it will
supervise and monitor the services provided to the Trust pursuant to each such agreement and,
notwithstanding the discretionary authority afforded to Xxxxxx Xxxxxxxxx under Section 2(a) above,
will exercise its authority with respect to those assets of any Portfolio that are subject to any
such pre-existing portfolio management agreement only for the purpose of allocating or reallocating
such assets between or among such other investment advisory organizations retained by the Trust to
serve the specified Portfolio or ensuring the efficient management of cash and cash equivalents
that may from time to time be held by such Portfolio. Further, to the extent that, during the term
of this Agreement, the Trust enters into a portfolio management agreement with an investment
advisory organization other than Xxxxxx Xxxxxxxxx in the manner contemplated under Section 4(b) of
this Agreement, Xxxxxx Xxxxxxxxx agrees that during the term of this Agreement it will supervise
and monitor the services provided to the Trust pursuant to each such agreement.
(d) Xxxxxx Xxxxxxxxx, upon the request of the Trustees, shall make its officers and/or employees
available to serve as officers, employees or Trustees of the Trust and provide office space and
equipment sufficient for the maintenance of the Trust’s principal office.
3. Additional Responsibilities of Xxxxxx Xxxxxxxxx.
(a) Xxxxxx Xxxxxxxxx agrees that in placing orders with brokers and dealers it will attempt to
obtain the best net results in terms of price and execution. Consistent with this obligation Xxxxxx
Xxxxxxxxx may, in its discretion, place securities transactions with brokers and dealers who
provide the Trust or Xxxxxx Xxxxxxxxx’x other clients with research, analysis, advice and similar
services. Xxxxxx Xxxxxxxxx may pay to brokers and dealers, in return for research and analysis, a
higher commission or spread than may be charged by other brokers and dealers, subject to Xxxxxx
Xxxxxxxxx’x determining in good faith that such commission or spread is reasonable in terms either
of the particular transaction or of the overall responsibility of Xxxxxx Xxxxxxxxx to the Trust and
its other clients and that the total commissions or spreads paid by the Trust will be reasonable in
relation to the benefits to Trust over the long term. In no instance will portfolio securities be
purchased from or sold to Xxxxxx Xxxxxxxxx or any affiliated person thereof except in accordance
with the federal securities laws and the Investment Company Act. Whenever Xxxxxx Xxxxxxxxx
simultaneously places orders to purchase or sell the same security on behalf of a Portfolio of the
Trust and one or more other accounts advised by Xxxxxx Xxxxxxxxx, such orders will be allocated as
to price and amount among all such accounts in a manner believed to be equitable to each account.
The Trust recognizes that in some cases this procedure may adversely affect the results obtained
with respect to the Trust.
(b) Xxxxxx Xxxxxxxxx hereby agrees that all records that it may maintain for the Trust are the
property of the Trust, agrees to preserve for periods prescribed by Rule 31a-2 under the Investment
Company Act any records which it maintains for the Trust and which are required to be maintained by
Rule 31a-1 under the Investment Company Act, and further agrees to surrender promptly to the Trust
any records which it maintains for Trust upon request by the Trust.
(c) In all matters relating to the performance of this Agreement, Xxxxxx Xxxxxxxxx will act in
conformity with the Agreement and Declaration of Trust, By-laws and the currently effective
registration statement of the Trust under the Securities Act of 1933, as amended, and the
Investment Company Act and any supplements thereto (“Registration Statement”) and with the
instructions and directions of the Board and will comply with the requirements of the Investment
Company Act.
4. Permitted Engagement of Other Investment Advisory Organizations.
(a) Xxxxxx Xxxxxxxxx may exercise its authority to select other investment advisory organizations
to provide day-to-day portfolio management services to the Portfolios by entering into a contract
with such an organization pursuant to which Xxxxxx Xxxxxxxxx delegates to such other investment
advisory organization the performance of any or all of the services specified in Section 2(a) of
this Agreement, provided that: (i) each such contract imposes on such other investment advisory
organization all of the corresponding duties and conditions to which Xxxxxx Xxxxxxxxx is subject
under Section 3 of this Agreement; (ii) each such contract satisfies all applicable requirements of
the Investment Company Act, and (iii) Xxxxxx Xxxxxxxxx shall not enter into any such contract
unless it is approved, and to the extent required by the Investment Company Act, by the Board
and/or the holders of a majority of the outstanding shares of the Trust prior to implementation.
(b) Consistent with the Trust’s manager of manager structure, the Trust may enter into one or more
contracts pursuant to which an investment advisory organization other than Xxxxxx Xxxxxxxxx
provides portfolio management services to one or more of the Trust’s Portfolios, provided that each
such contract (i) satisfies, and is approved in accordance with, all applicable requirements of the
Investment Company Act; (ii) imposes on such other investment advisory organization all of the
corresponding duties and conditions to which Xxxxxx Xxxxxxxxx is subject under Section 3 of this
Agreement; (iii) satisfies the requirements of Rule 17a-10 under the Investment Company Act; (iii)
identifies Xxxxxx Xxxxxxxxx as the Trust’s primary adviser and imposes upon such other investment
advisory organization responsibilities and duties consistent with Xxxxxx Xxxxxxxxx’x obligation to
supervise and monitor the services provided to the Trust pursuant to each such agreement in the
manner contemplated under the Prior Agreement; and (iv) includes such other provisions as may be
reasonably requested by Xxxxxx Xxxxxxxxx.
5. Expenses and Compensation.
(a) Xxxxxx Xxxxxxxxx shall pay all of its expenses incurred in the performance of its duties under
this Agreement. For its services under this Agreement, Xxxxxx Xxxxxxxxx shall be entitled to
receive a fee at the annual rate of .05% of the average daily net assets of each Portfolio of the
Trust, which fee shall be payable monthly. If the expenses borne by the Trust in any year exceed
the applicable expense limitations imposed by the securities regulations of any state in which
shares are registered or qualified for sale to the public, Xxxxxx Xxxxxxxxx shall reimburse the
Trust for any excess up to the full amount of the fee to which it is entitled under this Section 5.
(b) During the term of this Agreement, the Trust will bear all expenses not specifically assumed,
in writing, by Xxxxxx Xxxxxxxxx.
(c) Expenses borne by the Trust may include, but are not limited to, the following: (i) all direct
charges relating to the purchase and sale of portfolio securities, including the cost (including
brokerage commissions, if any) of securities purchased or sold by the Trust and any losses incurred
in connection therewith; (ii) fees payable to, and expenses incurred on behalf of, the Trust by
Xxxxxx Xxxxxxxxx under this Agreement; (iii) fees, and other compensation and expenses of those
investment advisory organizations other than Xxxxxx Xxxxxxxxx that provide portfolio management
services to the Trust; (iv) investment consulting fees and related costs; (v) expenses of
organizing new portfolios for the Trust; (vi) expenses of preparing and filing reports and other
documents with governmental and regulatory agencies; (vii) filing fees and expenses relating to the
registration and qualification of the Trust’s shares and the Trust under federal and/or state
securities laws and maintaining such registrations and qualifications; (viii) costs incurred in
connection with the issuance, sale or repurchase of the Trust’s shares; (ix) fees and salaries
payable to any Trustees who are not “interested persons” of the Trust or any investment adviser to
the Trust (“Independent Trustees”); (x) all expenses incurred in connection with the Independent
Trustees’ services, including travel expenses; (xi) taxes (including any income or franchise taxes)
and governmental fees; (xii) costs of any liability, uncollectible items of deposit and other
insurance and fidelity bonds; (xiii) any costs, expenses or losses arising out of a liability of or
claim for damages or other relief asserted against the Trust for violation of any law; (xiv)
interest charges; (xv) legal, accounting and auditing expenses, including legal fees of counsel for
the Independent Trustees; (xvi) charges of custodians, transfer agents, pricing agents and other
agents; (xvii) expenses of disbursing dividends and distributions; (xviii) expenses of setting in
type, printing and mailing reports, notices and proxy materials for existing shareholders; (xix)
any extraordinary expenses (including fees and disbursements of counsel, costs of actions, suits or
proceedings to which the Trust is a party and the expenses the Trust may incur as a result of its
legal obligation to provide indemnification to its officers, Trustees, employees and agents)
incurred by the Trust; (xx) fees, voluntary assessments and other expenses incurred in connection
with membership in investment company organizations; (xxi) costs of mailing and tabulating proxies
and costs of meetings of shareholders, the Board and any committees thereof; (xxii) the cost of
investment company literature and other publications provided by the Trust to its Trustees and
officers; and (xxiii) costs of mailing, stationery and communications equipment.
(d) Xxxxxx Xxxxxxxxx will assume the cost of any compensation paid to any officer of the Trust and
any trustee of the Trust who is an “interested person” of Xxxxxx Xxxxxxxxx.
(e) The payment or assumption by Xxxxxx Xxxxxxxxx of any expense of the Trust or a Portfolio that
Adviser is not required by this Agreement to pay or assume shall not obligate Adviser to pay or
assume the same or any similar expense of the Trust or a Portfolio on any subsequent occasion.
6. Limitation of Liability.
(a) Xxxxxx Xxxxxxxxx shall not be liable for any error of judgment or mistake of law or for any
loss suffered by the Trust in connection with the matters to which this Agreement relates
including, without limitation, losses that may be sustained in connection with the allocation or
reallocation of assets among various asset categories by the Trust, the retention or termination of
any investment management organization by the Trust or any recommendation or investment made by any
such organization, whether or not any such action was taken in reliance upon information provided
by Xxxxxx Xxxxxxxxx as part of the services that Xxxxxx Xxxxxxxxx is obligated to provide hereunder
except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of
Xxxxxx Xxxxxxxxx in the performance of its duties or from reckless disregard by Xxxxxx Xxxxxxxxx of
its obligations and duties under this Agreement.
(b) Notwithstanding the foregoing, Xxxxxx Xxxxxxxxx expressly agrees that the Trust may rely upon
information provided, in writing, by Xxxxxx Xxxxxxxxx to the Trust (including, without limitation,
information contained in Xxxxxx Xxxxxxxxx’x then current Form ADV) in accordance with Section 8 of
this Agreement or otherwise, in preparing the Trust’s registration statement and amendments thereto
and certain periodic reports relating to the Trust and its Portfolios that are required to be
furnished to shareholders of the Trust and/or filed with the Securities and Exchange Commission
(collectively, “SEC Filings”). Xxxxxx Xxxxxxxxx agrees to indemnify and hold harmless the Trust and
each of its Trustees, officers and employees from any claims, liabilities and expenses, including
reasonable attorneys’ fees, incurred as a result of any untrue statement or alleged untrue
statement of a material fact made by Xxxxxx Xxxxxxxxx in any such written information and upon
which the Trust relies in preparing any SEC Filing, or any omission or alleged omission to state in
such written information a material fact necessary to make such statements not misleading
(“material omission”). Xxxxxx Xxxxxxxxx will not, however, be required to so indemnify any person
under this Section 6 to the extent that, in making any such statement or material omission, Xxxxxx
Xxxxxxxxx relied upon an untrue or alleged untrue statement of material fact made by, or material
omission on the part of, any officer, Trustee or agent of the Trust (other than an officer, Trustee
or agent that is an employee, officer or director of Xxxxxx Xxxxxxxxx) or where such statement or
material omission was made in reliance upon information furnished, in writing, by any such officer,
Trustee or agent, including, without limitation, custodian banks, administrators, distributors,
accounting agents or investment advisers other than Xxxxxx Xxxxxxxxx.
7. Permissible Interest.
Subject to and in accordance with the Trust’s Declaration of Trust and By-laws and corresponding
governing documents of Xxxxxx Xxxxxxxxx, Trustees, officers, agents and shareholders of the Trust
may have an interest in Xxxxxx Xxxxxxxxx as officers, directors, agents and/or shareholders or
otherwise. Xxxxxx Xxxxxxxxx may also have similar interests in the Trust. The effect of any such
interrelationships shall be governed by said governing documents and the provisions of the
Investment Company Act.
8. Duration, Termination and Amendments.
(a) This Agreement shall become effective as of the date first written above and shall continue in
effect for two years. Thereafter, this Agreement shall continue in effect from year to year for so
long as its continuance is specifically approved at least annually by (i) a majority of the Board
or the vote of the holders of a majority of the Trust’s outstanding voting securities; and (ii) the
affirmative vote, cast in person at a meeting called for the purpose of voting on such approval, of
a majority of the Independent Trustees.
(b) This Agreement may be terminated by the Trust or by Xxxxxx Xxxxxxxxx at any time and without
penalty upon sixty days written notice to the other party, which notice may be waived by the party
entitled to it. This Agreement may not be amended except by an instrument in writing and signed by
the party to be bound thereby provided that if the
Investment Company Act requires that such amendment be approved by the vote of the Board, the
Independent Directors or the holders of a majority of the Trust’s outstanding securities, such
approval must be obtained before any such amendment may become effective. This Agreement shall
terminate automatically upon its assignment.
(c) For purposes of this Agreement, the terms “majority of the outstanding voting securities,
“assignment” and “interested person” shall have the meanings set forth in the Investment Company
Act. Unless the context requires otherwise, references to the Investment Company Act shall be
deemed to include, as appropriate, that Act, together with all rules and regulations promulgated
thereunder (including, without limitation, any additional requirements imposed by, or exemptive
relief afforded to the Trust under the terms and conditions of any order issued by the Securities
and Exchange Commission pursuant to Section 6(c) of the Investment Company Act).
9. Confidentiality.
The Trust acknowledges and agrees that it may gain access to methodologies and other information
that is proprietary to Xxxxxx Xxxxxxxxx (“Proprietary Information”) as a result of the services
provided to the Trust by Xxxxxx Xxxxxxxxx hereunder. The Trust agrees that it will use any such
Proprietary Information exclusively in connection with the oversight of the investment activities
of Portfolio Managers and the evaluation of Manager Candidates. The Trust further agrees that it
shall use its best efforts to ensure that any agent or affiliate of the Trust who may gain access
to Proprietary Information shall be made aware of its proprietary nature and shall likewise treat
it as confidential.
10. Use of Name.
It is acknowledged and agreed that the names “Xxxxxx Xxxxxxxxx,” “Xxxxxx Xxxxxxxxx Chief Investment
Officers” (which is a registered trademark of Xxxxxx Xxxxxxxxx), and derivatives of either, as well
as any logo that is now or shall later become associated with either name (“Marks”) are valuable
property of Xxxxxx Xxxxxxxxx and that the use of the Marks, or any one of them, is subject to the
approval of Xxxxxx Xxxxxxxxx. Xxxxxx Xxxxxxxxx hereby grants to the Trust a non-exclusive license
to use the Marks provided that, in the event that this Agreement terminates, such license shall
likewise terminate and the Trust shall
promptly cease using the Marks and shall promptly take such action as is necessary to change the
name of the Trust.
11. Representation, Warranties and Agreements of Xxxxxx Xxxxxxxxx.
Xxxxxx Xxxxxxxxx represents and warrants that:
(a) It is registered as an investment adviser under the Investment Advisers Act of 1940, as amended
(the “Investment Advisers Act”) and that it will maintain such registration in full force and
effect.
(b) It understands that, as a result of its services hereunder, certain of its employees and
officers may be deemed “access persons” of the Trust within the meaning of Rule 17j-1 under the
Investment Company Act and that each such access person is subject to the provisions of the code of
ethics adopted by the Trust in compliance with such rule (“Trust’s Code”). Xxxxxx Xxxxxxxxx further
represents that it is subject to a written code of ethics complying with the requirements of Rule
204-A-1 under the Investment Advisers Act (“Xxxxxx Xxxxxxxxx Code”), compliance procedures required
by Rule 206(4)-7 under the Investment Advisers Act (“Compliance Procedures”) and anti-money
laundering procedures. During the period that this Agreement is in effect, an officer or director
of Xxxxxx Xxxxxxxxx shall certify to the Trust, at least annually, that Xxxxxx Xxxxxxxxx has
complied with the requirements of Xxxxxx Xxxxxxxxx’x Code during the prior year; and that either
(i) that no violation of such code occurred or (ii) if such a violation occurred, that appropriate
action was taken in response to such violation as well as that Xxxxxx Xxxxxxxxx has adopted the
required Compliance Procedures and either has or has not made any material changes in such
Compliance Procedures during the prior year. Upon the written request of the Trust, Xxxxxx
Xxxxxxxxx shall permit the Trust, or it designated agents, to examine the reports required to be
made by Xxxxxx Xxxxxxxxx’x officers and employees under Xxxxxx Xxxxxxxxx’x Code. In addition,
Xxxxxx Xxxxxxxxx acknowledges that the Trust may, in response to regulations or recommendations
issued by the Securities and Exchange Commission or other regulatory agencies, from time to time
request additional information
regarding the personal securities trading of its directors, partners, officers and employees and
the policies of Xxxxxx Xxxxxxxxx with regard to such trading. Xxxxxx Xxxxxxxxx agrees that it will
make every effort to respond to the Trust’s reasonable requests in this area.
(c) Upon request of the Trust, Xxxxxx Xxxxxxxxx shall promptly supply the Trust with any
information concerning Xxxxxx Xxxxxxxxx and its stockholders, employees and affiliates which the
Trust may reasonably require in connection with the preparation of its registration statements,
proxy materials, reports and other documents required, under applicable state or Federal laws, to
be filed with state or Federal agencies or to be provided to shareholders of the Trust.
(d) In performing its duties hereunder, Xxxxxx Xxxxxxxxx shall comply with applicable provisions of
the Investment Company Act and Investment Advisers Act. In particular, and without limiting the
generality of the foregoing, Xxxxxx Xxxxxxxxx acknowledges and agrees that any records it maintains
for the Trust are the property of the Trust; that Xxxxxx Xxxxxxxxx will surrender promptly to the
Trust any such records upon the Trust’s request; and that it shall furnish to the Board such
information as may be reasonably necessary for the Board to evaluate the terms of this Agreement
and Xxxxxx Xxxxxxxxx’x performance hereunder.
12. Status of Xxxxxx Xxxxxxxxx.
The Trust and Xxxxxx Xxxxxxxxx acknowledge and agree that the relationship between Xxxxxx Xxxxxxxxx
and the Trust is that of an independent contractor and under no circumstances shall any employee of
Xxxxxx Xxxxxxxxx be deemed an employee of the Trust or any other organization that the Trust may,
from time to time, engage to provide services to the Trust, its Portfolios or its shareholders,
notwithstanding the service of any such employee of Xxxxxx Xxxxxxxxx as an officer or Trustee of
the Trust in the manner contemplated under this Agreement. The parties also acknowledge and agree
that nothing in this Agreement shall be construed to restrict the right of Xxxxxx Xxxxxxxxx or any
affiliate of Xxxxxx Xxxxxxxxx to perform
investment management or other services to any person or entity, including without limitation,
other investment companies and persons who may retain Xxxxxx Xxxxxxxxx to provide individualized
investment management services and the performance of such services shall not be deemed to violate
or give rise to any duty or obligations to the Trust.
13. Counterparts and Notice.
This Agreement many be executed in one or more counterparts, each of which shall be deemed to be an
original. Any notice required to be given under this Agreement shall be deemed given when received,
in writing addressed and delivered, by certified mail, by hand or via overnight delivery service as
follows:
If to the Trust: |
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The Xxxxxx Xxxxxxxxx Trust
|
with copy to: | Xxxxxx X. Xxxxxx, Esq. | ||
Five Tower Bridge
|
Drinker, Xxxxxx & Xxxxx | |||
000 Xxxx Xxxxxx Xxxxx,
|
One Xxxxx Square | |||
Suite 500
|
18th & Cherry Streets | |||
West Conshohocken, PA 19428
|
Xxxxxxxxxxxx, XX 00000 | |||
If to Xxxxxx Xxxxxxxxx: |
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Xx. Xxxxxx X. Xxxxxxxxx |
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Xxxxxx Xxxxxxxxx & Co., Inc. |
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Five Tower Bridge |
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000 Xxxx Xxxxxx Xxxxx, |
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Xxxxx 000 |
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Xxxx Xxxxxxxxxxxx, XX 00000 |
14. Miscellaneous.
The captions in this Agreement are included for convenience of reference only and in no way define
or delimit any of the provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their respective successors
and shall be governed by the law of the state of Delaware provided that nothing herein shall be
construed as inconsistent with the Investment Company Act or the Investment Advisers Act. The
provisions of Sections 7 and 8 of this Agreement, relating to confidentiality of certain
information and use of Xxxxxx Xxxxxxxxx’x Marks by the Trust shall survive the termination of this
Agreement.
Adviser is hereby expressly put on notice of the limitations of shareholder and Trustee liability
set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust
pursuant to this Agreement shall be limited in all cases to the assets of the Portfolios. Adviser
further agrees that it will not seek satisfaction of any such obligations from the shareholders or
any individual shareholder of the Trust, or from the Trustees of the Trust or any individual
Trustee of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers
thereunto duly authorized as of the day and year first written above.
Xxxxxx, Xxxxxxxxx & Co. Inc.
By: /s/ Xxxxxx Xxxx
The Xxxxxx Xxxxxxxxx Trust
By: /s/ Xxxxxx X. Xxxxxxxxx
By: /s/ Xxxxxx Xxxx
The Xxxxxx Xxxxxxxxx Trust
By: /s/ Xxxxxx X. Xxxxxxxxx
