EXHIBIT (4)(a)
EXHIBIT A
AGREEMENT
AND
PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is made as of this
16th day of August, 1999, by and among Eaton Vance Investment Trust, a
Massachusetts business trust ("Investment Trust") on behalf of its series Eaton
Vance Connecticut Limited Maturity Municipals Fund ("State Fund") and Eaton
Vance National Limited Maturity Municipals Fund ("National Fund").
WITNESSETH
WHEREAS, Investment Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act") as an open-end management investment company
authorized to issue an unlimited number of shares of beneficial interest without
par value in one or more series (such as National Fund), and the Trustees of
Investment Trust have divided the shares of State and National Fund into
multiple classes, including Class A and Class B shares ("State Fund Shares" and
"National Fund Shares");
WHEREAS, State Fund currently invests all of its assets in Connecticut
Limited Maturity Municipals Portfolio (the "Limited Portfolio"), a New York
trust registered under the 1940 Act as an open-end management investment
company;
WHEREAS, the National Fund currently invests all of its assets in National
Limited Maturity Municipals Portfolio (the "National Portfolio"), a New York
trust registered under the 1940 Act as an open-end management investment
company;
WHEREAS, Boston Management and Research, a wholly owned subsidiary of Eaton
Vance Management, serves as investment adviser to the Portfolios; and
WHEREAS, Investment Trust desires to provide for the reorganization of
State Fund through the acquisition by National Fund of substantially all of the
assets of State Fund in exchange for National Fund Shares in the manner set
forth herein;
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto agree as follows:
1. DEFINITIONS
1.1 The term "1933 Act" shall mean the Securities Act of 1933, as amended.
1.2 The term "1934 Act" shall mean the Securities Exchange Act of 1934,
as amended.
1.3 The term "Agreement" shall mean this Agreement and Plan of
Reorganization.
1.4 The term "Assumed Liabilities" shall mean all liabilities,
expenses, costs, charges and receivables of State Fund as of
the Close of Trading on the New York Stock Exchange on the
Valuation Date.
1.5 The term "Business Day" shall mean any day that is not a Saturday or
Sunday and that the New York Stock Exchange is open.
1.6 The term "Close of Trading on the NYSE" shall mean the close of
regular trading, which is usually 4:00 p.m. Eastern time.
1.7 The term "Closing" shall mean the closing of the transaction
contemplated by this Agreement.
1.8 The term "Closing Date" shall mean the first Monday following
receipt of all necessary regulatory approvals and the final
adjournment of the meeting of State Fund shareholders at which
this Agreement is considered, or such other date as may be
agreed by the parties on which the Closing is to take place.
1.9 The term "Commission" shall mean the Securities and Exchange
Commission.
1.10 The term "Custodian" shall mean Investors Bank & Trust Company.
1.11 The term "Delivery Date" shall mean the date contemplated by Section
3.3 of this Agreement.
1.12 The term "Investment Trust N-14" shall mean Investment Trust's
registration statement on Form N-14, as may be amended, that
describes the transactions contemplated by this Agreement and
the National Fund Shares.
1.13 The term "National Investment Trust N-1A" shall mean the
registration statement, as amended, on Form N-1A of Investment
Trust with respect to National Fund in effect on the date
hereof or on the Closing Date, as the context may require.
1.14 The term "NYSE" shall mean the New York Stock Exchange.
1.15 The term "Proxy Statement" shall mean the combined prospectus
and proxy statement furnished to the State Fund shareholders
in connection with this transaction.
1.16 The term "Securities List" shall mean the list of those
securities (and other assets) owned by Investment Trust, on
behalf of State Fund, on the Delivery Date.
1.17 The term "State Investment Trust N-1A" shall mean the
registration statement, as amended, on Form N-1A of Investment
Trust with respect to State Fund in effect on the date hereof
or on the Closing Date, as the context may require.
1.18 The term "Valuation Date" shall mean the Business Day preceding
the Closing Date.
2. TRANSFER AND EXCHANGE OF ASSETS
2.1 Reorganization of State Fund. At the Closing, Investment Trust
shall transfer all of the assets of State Fund received from
the State Portfolio, and assign all Assumed Liabilities to
National Fund, and National Fund shall acquire such assets and
shall assume such Assumed Liabilities upon delivery by
National Fund to State Fund on the Closing Date of Class A and
Class B National Fund Shares (including, if applicable,
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fractional shares) having an aggregate net asset value equal
to the value of the assets so transferred, assigned and
delivered, less the Assumed Liabilities, all determined and
adjusted as provided in Section 2.2. National Fund shall
transfer such assets and liabilities to National Portfolio on
the Closing Date.
2.2 Computation of Net Asset Value. The net asset value per share
of the National Fund Shares and the net value of the assets of
State Fund subject to this Agreement shall, in each case, be
determined as of the Close of Trading on the NYSE on the
Valuation Date, after the declaration and payment of any
dividend on that date. The net asset value of the National
Fund Shares shall be computed in the manner set forth in the
National Investment Trust Form N-1A.
In determining the value of the securities
transferred by State Fund to National Fund, each security
shall be priced in accordance with the policies and procedures
described in the National Investment Trust N-1A. All such
computations shall be subject to review, in the discretion of
Investment Trust's Treasurer, by Deloitte & Touche LLP,
Investment Trust auditors.
3. CLOSING DATE, VALUATION DATE AND DELIVERY
3.1 Closing Date. The Closing shall be at the offices of Eaton
Vance, The Eaton Vance Building, 255 State Street, Boston, MA
02109 immediately prior to the opening of Eaton Vance's
business on the Closing Date. All acts taking place at Closing
shall be deemed to take place simultaneously as of 9:00 a.m.
Eastern time on the Closing Date unless otherwise agreed in
writing by the parties.
3.2 Valuation Date. Pursuant to Section 2.2, the net value of the
assets of State Fund and the net asset value per share of
National Fund shall be determined as of the Close of Trading
on the NYSE on the Valuation Date, after the declaration and
payment of any dividend on that date. The stock transfer books
of Investment Trust with respect to State Fund will be
permanently closed, and sales of State Fund Shares shall be
suspended, as of the close of business of Investment Trust on
the Valuation Date. Redemption requests thereafter received by
Investment Trust with respect to State Fund shall be deemed to
be redemption requests for National Fund Shares to be
distributed to shareholders of State Fund under this Agreement
provided that the transactions contemplated by this Agreement
are consummated.
In the event that trading on the NYSE or on another
exchange or market on which securities held by State or
National Portfolio, shall be disrupted on the Valuation Date
so that, in the judgment of the Trust, accurate appraisal of
the net assets of State Fund to be transferred hereunder or
the assets of National Fund is impracticable, the Valuation
Date shall be postponed until the first Business Day after the
day on which trading on such exchange or in such market shall,
in the judgment of the Trust, have been resumed without
disruption. In such event, the Closing Date shall be postponed
until one Business Day after the Valuation Date.
3.3 Delivery of Securities and other Assets. After the close of
business on the Valuation Date, Investment Trust shall issue
instructions providing for the delivery of all securities held
on behalf of State Fund together with other non-cash assets of
State Fund to the Custodian to be held for the account of
National Fund, effective as of the Closing. National Fund may
inspect such securities at the offices of the Custodian prior
to the Valuation Date.
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Securities so delivered shall be in proper form for
transfer in such condition as to constitute a good delivery
thereof, in accordance with the custom of brokers, and shall
be accompanied by all necessary stock transfer stamps (or
other documentation evidencing payment of local taxes), if
any, or a check for the appropriate purchase price of such
stamps (or payment of such local tax). Unless otherwise
directed by Investment Trust in writing on or before the
Delivery Date, cash held by and to be delivered, on behalf of
State Fund, shall be delivered on the Closing Date and shall
be in the form of wire transfer in Federal Funds, payable to
the order of the account of National Fund at the Custodian. A
confirmation for the National Fund Shares registered in the
name of State Fund shall be delivered on the Closing Date.
4. STATE FUND DISTRIBUTIONS AND TERMINATION
As soon as reasonably practicable after the Closing Date,
Investment Trust shall pay or make provisions for the payment of all of
the debts and taxes of State Fund and distribute all remaining assets,
if any, to shareholders of State Fund, and State Fund shall thereafter
be terminated under Massachusetts law. The State Portfolio shall
liquidate and deregister under the 1940 Act.
At, or as soon as may be practicable following the Closing
Date, Investment Trust on behalf of State Fund shall instruct National
Fund as to the amount of the pro rata interest of each of State Fund's
shareholders as of the close of business on the Valuation Date (such
shareholders to be certified as such by the transfer agent for
Investment Trust), to be registered on the books of National Fund, in
full and fractional National Fund Shares, in the name of each such
shareholder, and National Fund agrees promptly to transfer the National
Fund Shares then credited to the account of State Fund on the books of
National Fund to open accounts on the share records of National Fund in
the names of State Fund shareholders in accordance with said
instruction. Each State Fund shareholder shall receive shares of the
corresponding class of National Fund to the class of State Fund held by
such shareholder. All issued and outstanding State Fund Shares shall
thereupon be canceled on the books of Investment Trust. National Fund
shall have no obligation to inquire as to the correctness of any such
instruction, but shall, in each case, assume that such instruction is
valid, proper and correct.
5. STATE FUND SECURITIES
On the Delivery Date, State Portfolio shall deliver the
Securities List and tax records. Such records shall be made available
by State Portfolio prior to the Closing Date for inspection by the
Treasurer (or his designee) and the auditors of National Fund and
National Portfolio upon reasonable request. Notwithstanding the
foregoing, it is expressly understood that State Portfolio may
hereafter until the close of business on the Valuation Date sell any
securities owned by it in the ordinary course of its business as an
open-end, management investment company.
6. LIABILITIES AND EXPENSES
National Fund shall acquire all liabilities of State Fund,
whether known or unknown, or contingent or determined. Investment Trust
will discharge all known liabilities of State Fund, so far as may be
possible, prior to the Closing Date. State Fund and National Fund shall
bear their respective expenses, in connection with carrying out this
Agreement.
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7. STATE AND NATIONAL PORTFOLIO REPRESENTATIONS AND WARRANTIES
Each of the State and National Portfolio hereby represents,
warrants and agrees as follows:
7.1 Legal Existence. The Portfolio is a trust duly organized and validly
existing under the laws of the State of New York.
7.2 Registration under 1940 Act. The Portfolio is duly registered
with the Commission as an open-end management investment
company under the 1940 Act and such registration is in full
force and effect.
7.3 Financial Statements. The statement of assets and liabilities,
schedule of portfolio investments and related statements of
operations and changes in net assets dated March 31, 1999
(audited) fairly present the financial condition of the
Portfolio as of said date in conformity with generally
accepted accounting principles.
7.4 No Material Events. There are no legal, administrative or
other proceedings pending, or to its knowledge, threatened
against the Portfolio which would materially affect its
financial condition.
7.5 Requisite Approvals. The execution and delivery of this
Agreement and the consummation of the transactions
contemplated herein have been authorized by the Portfolio's
Board of Trustees by vote taken at a meeting of such Board
duly called and held on August 16, 1999.
7.6 No Material Violations. The Portfolio is not, and the
execution, delivery and performance of this Agreement will not
result, in a material violation of any provision of its
Declaration of Trust or By-Laws, as each may be amended, of
the Portfolio or of any agreement, indenture, instrument,
contract, lease or other undertaking to which it is a party or
by which it is bound.
7.7 Taxes and Related Filings. Except where failure to do so would
not have a material adverse effect on the Portfolio, the
Portfolio has filed and will file or obtain valid extensions
of filing dates for all required federal, state and local tax
returns and reports for all taxable years through and
including the taxable year ended March 31, 1999, and no such
filings or reports are currently being audited or contested by
the Internal Revenue Service or state or local taxing
authority and all federal, state and local income, franchise,
property, sales, employment or other taxes or penalties
payable have been paid or will be paid, so far as due. The
Portfolio is classified as a partnership for federal tax
purposes, has qualified as such for each taxable year of its
operations, and will qualify as such as of the Closing Date.
7.8 Good and Marketable Title. On the Closing Date, the Portfolio
will have good and marketable title to its assets, free and
clear of all liens, mortgages, pledges, encumbrances, charges,
claims and equities whatsoever, and full right, power and
authority to sell, assign, transfer and deliver such assets
and shall deliver such assets to State Fund. Upon delivery of
such assets, State Fund will receive good and marketable title
to such assets, free and clear of all liens, mortgages,
pledges, encumbrances,
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charges, claims, restrictions (including such restrictions as
might arise under the 1933 Act) and equities, except as to
adverse claims under Article 8 of the Uniform Commercial Code
of which National Fund has notice and necessary documentation
at or prior to the time of delivery.
7.9 Books and Records. The Portfolio has maintained all records
required under Section 31 of the 1940 Act and rules thereunder.
8. INVESTMENT TRUST REPRESENTATIONS AND WARRANTIES
Investment Trust, on behalf of State and National Funds,
hereby represents, warrants and agrees as follows:
8.1 Legal Existence. Investment Trust is a business trust duly
organized and validly existing under the laws of the
Commonwealth of Massachusetts. Each of State Fund and National
Fund is a validly existing series of Investment Trust.
Investment Trust is authorized to issue an unlimited number of
shares of beneficial interest of National Fund.
8.2 Registration under 1940 Act. Investment Trust is duly
registered as an open-end management investment company under
the 1940 Act and such registration is in full force and
effect.
8.3 Financial Statements. The statement of assets and liabilities
and the schedule of portfolio investments and the related
statements of operations and changes in net assets of State
Fund and National Fund dated March 31, 1999, fairly present
the financial condition of State Fund and National Fund as of
said dates in conformity with generally accepted accounting
principles.
8.4 No Contingent Liabilities. There are no known contingent
liabilities of State Fund or National Fund not disclosed and
there are no legal, administrative or other proceedings
pending, or to the knowledge of Investment Trust threatened,
against State Fund or National Fund which would materially
affect its financial condition.
8.5 Requisite Approvals. The execution and delivery of this
Agreement and the consummation of the transactions
contemplated herein, have been authorized by the Board of
Trustees of Investment Trust by vote taken at a meeting of
such Board duly called and held on August 16, 1999. No
approval of the shareholders of National Fund is required in
connection with this Agreement or the transaction contemplated
hereby.
8.6 No Material Violations. Investment Trust is not, and the
execution, delivery and performance of this Agreement will not
result, in a material violation of any provision of its
Declaration of Trust or By-Laws, as each may be amended, of
Investment Trust or of any agreement, indenture, instrument,
contract, lease or other undertaking to which Investment Trust
is a party or by which it is bound.
8.7 Taxes and Related Filings. Except where failure to do so would
not have a material adverse effect on State Fund or National
Fund (i) each of State Fund and National Fund has filed or
will file (or has obtained valid extensions of filing dates
for) all required federal, state and local tax returns and
reports for all taxable years through the taxable year ended
March 31, 1999 and no such filings are currently being audited
or contested by the Internal Revenue Service or state or local
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taxing authority; and (ii) all federal, state and local
income, franchise, property, sales, employment or other taxes
or penalties payable pursuant to such returns have been paid
or will be paid, so far as due. Each of State Fund and
National Fund has elected to be treated as a regulated
investment company for federal tax purposes, has qualified as
such for each taxable year of its operations and will qualify
as such as of the Closing Date.
8.8 National Investment Trust N-1A Not Misleading. The National
Investment Trust N-1A conforms on the date of the Agreement,
and will conform on the date of the Proxy Statement and the
Closing Date, in all material respects to the applicable
requirements of the 1933 Act and the 1940 Act and the rules
and regulations of the Commission thereunder and does not
include any untrue statement of a material fact or omit to
state any material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not materially
misleading.
8.9 Proxy Materials. The Proxy Statement delivered to the State
Fund shareholders in connection with this transaction (both at
the time of delivery to such shareholders in connection with
the meeting of shareholders and at all times subsequent
thereto and including the Closing Date) in all material
respects, conforms to the applicable requirements of the 1934
Act and the 1940 Act and the rules and regulations of the
Commission thereunder, and will not include any untrue
statement of a material fact or omit to state any material
fact required to be stated thereon or necessary to make
statements therein, in light of the circumstances under which
they were made, not materially misleading.
9. CONDITIONS PRECEDENT TO CLOSING
The obligations of the parties hereto shall be conditioned on
the following:
9.1 Representations and Warranties. The representations and
warranties of the parties made herein will be true and correct
on the Closing Date.
9.2 Shareholder Approval. The Agreement and the transactions
contemplated herein shall have been approved by the requisite
vote of the holders of State Fund Shares in accordance with
the 1940 Act and the Declaration of Trust and By-Laws, each as
amended, of Investment Trust.
9.3 Pending or Threatened Proceedings. On the Closing Date, no
action, suit or other proceeding shall be threatened or
pending before any court or governmental agency in which it is
sought to restrain or prohibit, or obtain damages or other
relief in connection with, this Agreement or the transactions
contemplated herein.
9.4 Registration Statement. The Investment Trust N-14 shall have
become effective under the 1933 Act; no stop orders suspending
the effectiveness of such Investment Trust N-14 shall have
been issued; and, to the best knowledge of the parties hereto,
no investigation or proceeding for that purpose shall have
been instituted or be pending, threatened or contemplated
under the 1933 Act.
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9.5 Declaration of Dividend. Investment Trust shall have declared
a dividend or dividends which, together with all previous such
dividends, shall have the effect of distributing to State Fund
shareholders all of State Fund' investment company taxable
income for the final taxable period of State Fund, all of its
net capital gain realized in the final taxable period of State
Fund (after reduction for any capital loss carryforward) and
all of the excess of (i) its interest income excludable from
gross income under Section 103(a) of the Internal Revenue Code
of 1986, as amended, over (ii) its deductions disallowed under
Sections 265 and 171(a)(2) of said Code for the final taxable
period of State Fund.
9.6 State Securities Laws. The parties shall have received all
permits and other authorizations necessary under state
securities laws to consummate the transactions contemplated
herein.
9.7 Performance of Covenants. Each party shall have performed and
complied in all material respects with each of the agreements
and covenants required by this Agreement to be performed or
complied with by each such party prior to or at the Valuation
Date and the Closing Date.
9.8 Due Diligence. Investment Trust shall have had reasonable
opportunity to have its officers and agents review the records
of State Portfolio.
9.9 No Material Adverse Change. From the date of this Agreement, through
the Closing Date, there shall not have been:
(1) any change in the business, results of operations,
assets or financial condition or the manner of
conducting the business of State Fund or National
Fund (other than changes in the ordinary course of
its business, including, without limitation,
dividends and distributions in the ordinary course
and changes in the net asset value per share) which
has had a material adverse effect on such business,
results of operations, assets or financial condition,
except in all instances as set forth in the financial
statements;
(2) any loss (whether or not covered by insurance)
suffered by State Fund or National Fund materially
and adversely affecting of State Fund or National
Fund, other than depreciation of securities;
(3) issued by Investment Trust to any person any option
to purchase or other right to acquire shares of any
class of State Fund or National Fund Shares (other
than in the ordinary course of Investment Trust's
business as an open-end management investment
company);
(4) any indebtedness incurred by State Portfolio or
National Portfolio for borrowed money or any
commitment to borrow money entered into by State
Portfolio or National Portfolio except as permitted
in State Investment Trust N-1A or National Investment
Trust N-1A and disclosed in financial statements
required to be provided under this Agreement;
(5) any amendment to the Declaration of Trust or By-Laws
of Investment Trust that will adversely affect the
ability of Investment Trust to comply with the terms
of this Agreement; or
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(6) any grant or imposition of any lien, claim, charge or
encumbrance upon any asset of State Portfolio except
as provided in State Investment Trust N-1A so long as
it will not prevent Investment Trust from complying
with Section 7.8.
9.11 Lawful Sale of Shares. On the Closing Date, National Fund
Shares to be issued pursuant to Section 2.1 of this Agreement
will be duly authorized, duly and validly issued and
outstanding, and fully paid and non-assessable by Investment
Trust, and conform in all substantial respects to the
description thereof contained in the Investment Trust N-14 and
Proxy Statement furnished to the State Fund shareholders and
the National Fund Shares to be issued pursuant to paragraph
2.1 of this Agreement will be duly registered under the 1933
Act by the Investment Trust N-14 and will be offered and sold
in compliance with all applicable state securities laws.
10. ADDRESSES
All notices required or permitted to be given under this
Agreement shall be given in writing to The Eaton Vance Building, 255
State Street, Boston, MA 02109 (Attention: Eric G. Woodbury, Esq.), or
at such other place as shall be specified in written notice given by
either party to the other party to this Agreement and shall be validly
given if mailed by first-class mail, postage prepaid.
11. TERMINATION
This Agreement may be terminated by either party upon the
giving of written notice to the other, if any of the representations,
warranties or conditions specified in Section 7, 8 or 9 hereof have not
been performed or do not exist on or before February 28, 2000. In the
event of termination of this Agreement pursuant to this provision,
neither party (nor its officers, Trustees or shareholders) shall have
any liability to the other.
12. MISCELLANEOUS
This Agreement shall be governed by, construed and enforced in
accordance with the laws of the Commonwealth of Massachusetts.
Investment Trust represents that there are no brokers or finders
entitled to receive any payments in connection with the transactions
provided for herein. Investment Trust represents that this Agreement
constitutes the entire agreement between the parties as to the subject
matter hereof. The representations, warranties and covenants contained
in this Agreement or in any document delivered pursuant hereto or in
connection herewith shall not survive the consummation of the
transactions contemplated hereunder. The Section headings contained in
this Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Agreement. This Agreement
shall be executed in any number of counterparts, each of which shall be
deemed an original. Whenever used herein, the use of any gender shall
include all genders.
13. PUBLICITY
Any announcements or similar publicity with respect to this
Agreement or the transactions contemplated herein will be made at such
time and in such manner as Investment Trust shall determine.
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14. AMENDMENTS
At any time prior to or after approval of this Agreement by
State Fund shareholders (i) the parties hereto may, by written
agreement and without shareholder approval, amend any of the provisions
of this Agreement, and (ii) either party may waive without such
approval any default by the other party or the failure to satisfy any
of the conditions to its obligations (such waiver to be in writing);
provided, however, that following shareholder approval, no such
amendment may have the effect of changing the provisions for
determining the number of National Fund Shares to be received by State
Fund shareholders under this Agreement to the detriment of such
shareholders without their further approval. The failure of a party
hereto to enforce at any time any of the provisions of this Agreement
shall in no way be construed to be a waiver of any such provision, nor
in any way to affect the validity of this Agreement or any part hereof
or the right of any party thereafter to enforce each and every such
provision. No waiver of any breach of this Agreement shall be held to
be a waiver of any other or subsequent breach.
15. MASSACHUSETTS BUSINESS TRUST
References in this Agreement to Investment Trust mean and
refer to the Trustees, from time to time serving under its Declarations
of Trust on file with the Secretary of the Commonwealth of
Massachusetts, as the same may be amended from time to time, pursuant
to which they conduct their businesses. It is expressly agreed that the
obligations of Investment Trust hereunder shall not be binding upon any
of the trustees, shareholders, nominees, officers, agents or employees
of the Trust personally, but bind only the trust property of Investment
Trust as provided in said Declaration of Trust. The execution and
delivery of this Agreement has been authorized by the respective
trustees and signed by an authorized officer of Investment Trust,
acting as such, and neither such authorization by such trustees nor
such execution and delivery by such officer shall be deemed to have
been made by any of them but shall bind only the trust property of
Investment Trust as provided in such Declaration of Trust. No series of
Investment Trust shall be liable for the obligations of any other
series.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed and its seal affixed hereto by their officers thereunto
duly authorized, as of the day and year first above written.
ATTEST: EATON VANCE INVESTMENT TRUST
(on behalf of Eaton Vance Connecticut
Limited Maturity Municipals Fund)
/s/ Eric G. Woodbury By: /s/ Thomas J. Fetter
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Assistant Secretary President
EATON VANCE INVESTMENT TRUST (on behalf
of Eaton Vance National Limited Maturity
Municipals Fund)
/s/ Eric G. Woodbury By: /s/ Thomas J. Fetter
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Assistant Secretary President
CONNECTICUT LIMITED MATURITY MUNICIPALS
PORTFOLIO
/s/ Eric G. Woodbury By: /s/ Thomas J. Fetter
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Assistant Secretary President
NATIONAL LIMITED MATURITY
MUNICIPALS PORTFOLIO
/s/ Eric G. Woodbury By: /s/ Thomas J. Fetter
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Assistant Secretary President