Exhibit (d)(2)(G)
SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT (this "Agreement") made as of August 8, 2001, by
and between LSA Asset Management LLC, a Delaware limited liability company
(the "Manager"), and ▇▇▇ ▇▇▇▇▇▇ Asset Management Inc., a Delaware corporation
(the "Adviser").
WHEREAS, the Manager is registered with the Securities and Exchange
Commission (the "SEC") as an investment adviser under the Investment Advisers
Act of 1940, and the rules and regulations thereunder, as amended from time
to time (the "Advisers Act"); and
WHEREAS, LSA Variable Series Trust is a Delaware business trust (the
"Trust") registered with the SEC as an open-end management investment company
under the Investment Company Act of 1940, and the rules and regulations
thereunder, as amended from time to time (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue shares of beneficial interest
in one or more investment portfolios, which are offered for sale exclusively
to separate accounts of life insurance companies as funding options under
variable life insurance and variable annuity contracts; and
WHEREAS, the Trust has appointed the Manager to serve as the investment
manager for one or more of the Trust's investment portfolios pursuant to a
Management Agreement, dated October 1, 1999, (the "Management Agreement") and
annually approved by the Board of Trustees of the Trust (the "Trustees"); and
WHEREAS, the Trust and the Manager have obtained, among other relief, an
exemption from Section 15(a) of the 1940 Act, pursuant to an order, dated
October 4, 1999, of the SEC, permitting the Manager, subject to certain
conditions, to enter into and materially amend sub-advisory agreements
without shareholder approval; and
WHEREAS, the Management Agreement authorizes the Manager to select and
contract with other investment advisers to manage the investments and
determine the composition of the assets of LSA Aggressive Growth Fund, an
investment portfolio of the Trust (the "Fund"), in the manner and on the
terms and conditions set forth in the Management Agreement, subject to the
general supervision of the Trustees; and
WHEREAS, the Adviser is registered with the SEC as an investment adviser
under the Advisers Act; and
WHEREAS, the Manager desires to retain the Adviser to furnish investment
management services with respect to the Fund, and the Adviser desires to
furnish such services in the manner and on the terms and conditions set forth
in this Agreement.
NOW,THEREFORE, in consideration of the premises and the promises and mutual
covenants herein contained, the Manager and the Adviser agree as follows:
1. APPOINTMENT. The Manager hereby appoints the Adviser to serve as an
investment adviser for the Fund, in the manner and on the terms and conditions
set forth in this Agreement. The Adviser accepts its appointment as investment
adviser and agrees to furnish the services herein set forth for the compensation
herein provided.
2. SUB-ADVISORY SERVICES.
(a) The Adviser shall, subject to the supervision of the Manager and
the Trustees, and in cooperation with any custodian and administrator appointed
by the Manager performing the duties of a custodian (the "Custodian"), and
administrator (the "Administrator") manage the investment and reinvestment of
the assets of the Fund. The Adviser shall manage the Fund in conformity with:
i) The investment objective, policies and restrictions of the
Fund as set forth the Fund's then-current registration statement, as filed
with the SEC from time to time; and
ii) Any procedures, policies or guidelines established by the
Manager or the Trustees and furnished in writing to the Adviser; and
iii) The provisions of Subchapter M of the Internal Revenue Code of
1986, and the rules and regulations thereunder, as amended from time to
time (the "Code"); and
iv) Other applicable provisions of the Code relating to the
qualification of a regulated investment company including, without
limitation, the diversification requirements under Section 817(h) of the
Code; and
v) The provisions of the 1940 Act and all other applicable
federal and state laws and regulations (collectively, the "Investment
Guidelines").
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Subject to the foregoing, the Adviser is authorized, in its discretion
and without prior consultation with the Manager, to buy, sell, lend and
otherwise trade in any stocks, bonds and other securities and investment
instruments on behalf of the Fund, without regard to the length of time the
securities have been held and the resulting rate of portfolio turnover or any
tax considerations, and the majority or the whole of the Fund may be invested
in such proportions of stocks, bonds, other securities or investment
instruments, or cash, as the Adviser shall, in its best judgment, determine.
Notwithstanding any provisions of this Section 2(a) to the contrary, the
Adviser shall, upon written instructions from the Manager, effect such
portfolio transactions for the Fund as the Manager shall determine are
necessary in order for the Fund to comply with the above enumerated
requirements. The Adviser shall furnish the Manager, the Custodian, and the
Administrator, as appropriate, with monthly, quarterly and annual reports
concerning transactions, performance, and management of the Fund in such form
as the Manager may reasonably request, and as agreed to by Adviser with
regard to format only, to assure comparability with other information
provided to the Board of Trustees, and agrees to review the Fund and discuss
the management of the Fund with representatives or agents of the Manager, or
the Administrator, at their reasonable request. The Adviser shall permit
access to all books and records with respect to the Fund during normal
business hours, on reasonable notice. The Adviser shall also provide the
Manager, or the Administrator, with such other information and reports as the
Manager or the Administrator may reasonably request from time to time. The
Adviser shall make the portfolio manager(s) or their investment representative
designees(s) available for presentations (via telephone or in person, at the
option of the portfolio manager) to the Trustees at a meeting of the Board of
Trustees at least annually, as well as at other meetings as may be reasonably
requested.
(b) The Adviser shall make available to the Manager, promptly upon
request, any of the Fund's investment records and ledgers as are necessary to
assist the Manager to comply with the requirements of the 1940 Act and the
Advisers Act, as well as other applicable laws and regulations, and will
furnish to regulatory authorities having the requisite authority any information
or reports relating to its services under this Agreement that may be requested
in order to ascertain whether the Fund is being managed in a manner consistent
with applicable laws and regulations.
(c) The Adviser shall, in connection with the purchase and sale of
securities for the Fund, arrange for the transmission to the Custodian on a
daily basis, such confirmations, trade tickets, and other documents and
information, including, but not limited to, Cusip, Sedol, or other numbers
that identify securities to be purchased or sold on behalf of the Fund, as
may be reasonably necessary to enable the Custodian to perform its
responsibilities with respect to the Fund, and, with respect to portfolio
securities to be purchased or sold through the Depository Trust Company, and
will arrange for the automatic transmission of the confirmation of such trades
to the Custodian.
(d) The Adviser or its affiliate shall prepare and file any schedule or
notification required by Regulation 13D-G under the Securities Exchange Act of
1934, as amended.
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(e) The Adviser shall review all proxy solicitation materials and be
responsible for voting and handling all proxies in relation to the securities
held by the Fund. The Adviser shall instruct the Custodian, the Administrator,
and other parties providing services to the Fund to promptly forward misdirected
proxy materials to the Adviser.
(f) The Manager shall perform quarterly and annual tax compliance tests
to ensure that the Fund is in compliance with Subchapter M of the Code and
Section 817(h) of the Code. In connection with such compliance tests, the
Manager shall prepare and provide reports to the Adviser within ten (10)
business days of a calendar quarter end relating to the diversification of the
Fund under Subchapter M and Section 817(h) of the Code. The Manager shall review
such reports for purposes of determining compliance with such diversification
requirements. If it is determined that the Fund is not in compliance with the
requirements noted above, the Adviser, upon notification from and in
consultation with the Manager, will take prompt action to bring the Fund back
into compliance within the time permitted under the Code.
3. FUND TRANSACTIONS. In connection with purchases or sales of portfolio
securities for the account of the Fund, neither the Adviser nor any of its
partners, officers, employees or affiliates will act as a principal, except as
otherwise permitted by law. The Adviser or its agents will arrange for the
placing of orders for the purchase and sale of portfolio securities for the
account of the Fund with brokers or dealers selected by Adviser. In the
selectiono f such brokers or dealers and the placing of such orders the Adviser
is directed at all times to seek for the Fund the best execution and net price
available, in compliance of Section 28(e) of the Securities Exchange Act of 1934
and Regulation FD under that Act. It is also understood that it is desirable for
the Fund that the Adviser have access to supplemental investment and market
research and security and economic analyses provided by brokers who may execute
brokerage transactions at a higher cost to the Fund than may result when
allocating brokerage to other brokers on the basis of seeking the most favorable
price and efficient execution. Therefore, the Adviser is authorized to consider
such services provided to the Fund and other accounts over which the Adviser or
any of its affiliates exercises investment discretion and to place orders for
the purchase and sale of securities for the Fund with such brokers, subject to
review by the Manager from time to time with respect to the extent and
continuation of this practice. It is understood that the services provided by
such brokers may be useful to the Adviser in connection with its services to
other clients. The Adviser may, on occasions when it deems the purchase or sale
of a security to be in the best interests of the Fund as well as its other
clients, aggregate, to the extent permitted by applicable laws and rules, the
securities to be sold or purchased in order to obtain the best execution and net
price. In such event, allocation of the securities so purchased or sold, as well
as the expenses incurred in the transaction will be made by the Adviser in the
manner it considers to be the most equitable and consistent with, its
obligations to the Fund and to such other clients. The Adviser is not, however,
required to aggregate securities orders.
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4. BOOKS AND RECORDS.
(a) The Adviser shall, on behalf of the Trust, maintain and keep
current, and preserve in the form and for the periods required by Rule 31a-2
under the 1940 Act, all books, accounts, and other documents relating to the
assets and investments of the Fund for which the Adviser has responsibility,
and that the Trust is required by Rule 31a-1 under the 1940 Act to so
maintain and keep. In accordance with Rule 31a-3 under the 1940 Act, the
Adviser agrees that such records are the property of the Trust, and the
Adviser shall promptly surrender such records to the Manager upon the
Manager's or Trust's request; provided, however, that the Adviser may, at its
own expense, make and retain a copy of such records, subject to the
provisions of Section 18 of this Agreement.
(b) The Adviser shall maintain, and preserve in the form and for the
periods required by Rule 204-2 under the Advisers Act, such accounts, books
and other documents relating to the Adviser's services under this Agreement
as are required to be maintained by that rule.
5. ADVISER'S DISCLOSURE. The Manager has received a current copy of the
Adviser's Investment Adviser Registration on Form ADV, as filed with the SEC.
The Adviser agrees to provide the Manager with current copies of the Adviser's
Form ADV, and any supplements or amendments thereto, as filed with the SEC, and
such other current documents as may reasonably be requested by the Manager.
6. COMPLIANCE. The Adviser agrees that it shall immediately notify the Manager
in the event that the SEC has censured the Adviser; placed limitations upon its
activities, functions or operations; suspended or revoked its registration as an
investment adviser; or has commenced a announced publicly announced proceeding
or investigation that may result in any of those actions. The Adviser further
agrees to notify the Manager immediately of any material fact known to the
Adviser respecting or relating to the Adviser that is not contained in the
Manager's Form ADV, or any supplement or amendment thereto, or of any statement
contained therein that becomes untrue in any material respect that would be
reasonably likely to prevent the Adviser from serving as the adviser pursuant to
this Agreement.
7. CHANGE IN ADVISORY PERSONNEL. The Adviser shall promptly notify the Manager
of any change in the personnel of the Adviser with responsibility for making
investment decisions in relation to the Fund or who have been authorized to give
instructions to the Custodian or the Administrator. The Adviser shall be
responsible for any expenses incurred by the Manager or the Trust to amend or
supplement any registration statement to reflect such a change in personnel or
otherwise to comply with the 1940 Act, the Securities Act of 1933, as amended
(the "Securities Act"), or any other applicable law or regulation, as a result
of such a change in personnel; provided, however, that the Adviser shall not be
responsible for any such expenses where the change in personnel results from the
termination of employment of such personnel and is the result of a request by
the Manager or Trustees, or is due to other circumstances beyond the
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Adviser's control, or if the change coincides with the Trust's annual update of
its registration statement under the Securities Act. Notwithstanding anything
herein to the contrary, the expenses to be paid by the Adviser under this
Section shall not exceed $25,000 per year as determined on a calendar year
basis.
8. USE OF CERTAIN INFORMATION. The Adviser shall not use any information
relating to the Manager, the Trust or any Fund, or to any life insurance company
or separate account thereof that is a shareholder of the Trust, other than as
expressly permitted under this Agreement, unless such information and its
proposed use have been submitted to the Manager for approval prior to use and
the Manager does not reasonably object in writing to such use within ten (10)
business days after receiving such materials, except for marketing purposes, the
Manager does not object to the use of the name, assets and performance of the
Fund.
9. COMPENSATION. For the services provided, the Manager will pay the Adviser a
fee accrued and computed daily and payable monthly in arrears, based on the
aggregate average daily net assets of the Fund at the following annual rate:
..50% on the first $100 million, .475% on the next $150 million, .45% on the next
$250 million, and .40% on amounts in excess of $500 million. In the event that
the Manager voluntarily waives its management fee, the Adviser shall be paid in
full based on the rates listed above in this Section 9. The Manager shall use
its best efforts to pay the fee via wire transfer within ten (10) business days,
but in any event not more than fifteen (15) business days, of the end of each
month.
10. EXPENSES. Except for expenses specifically assumed or agreed to be paid by
the Adviser pursuant hereto, the Adviser shall not be liable for any expenses of
the Manager, the Trust or any Fund, including, without limitation, (i) interest
and taxes; (ii) brokerage commissions and other costs in connection with the
purchase or sale of securities or other investment instruments with respect to
the Fund; and (iii) Custodian and Administrator fees and expenses. The Adviser
will pay its own expenses incurred in furnishing the services to be provided by
it pursuant to this Agreement.
11. SERVICES NOT EXCLUSIVE. It is understood that the services of the Adviser
are not exclusive, and nothing in this Agreement shall prevent the Adviser (or
its affiliates) from providing similar services to other clients, or from
engaging in other activities.
12. INDEPENDENT CONTRACTOR. The Adviser shall for all purposes herein be deemed
to be an independent contractor and shall, unless otherwise expressly provided
herein or authorized by the Manager from time to time, have no authority to act
for or represent the Manager in any way or otherwise be deemed its agent.
13. COOPERATION. Each party to this Agreement agrees to cooperate with each
other party and with all appropriate governmental authorities having the
requisite jurisdiction (including, but not
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limited to, the SEC and state regulatory authorities) in connection with any
investigation or inquiry relating to this Agreement.
14. REPRESENTATIONS AND WARRANTIES.
(a) Each party hereto represents and warrants to the other parties
hereto that it:
i) is a duly registered investment adviser under the Advisers Act
and a duly registered investment adviser in all jurisdictions in which it
is required to be so registered, and will continue to be so registered for
so long as this Agreement remains in effect; and
ii) has the authority to enter into this Agreement and to perform
its obligations under this Agreement.
15. LIABILITY. Except as provided in Section 16 and as may otherwise be
required by applicable law, the Manager agrees that the Adviser, any affiliated
person of the Adviser, and each person, if any, who controls the Adviser within
the meaning of Section 15 of the Securities Act, shall not be liable for, or
subject to any losses, claims, damages, liabilities or expenses in connection
with any act or omission connected with or arising out of any services rendered
under this Agreement, except by reason of wilful misconduct, bad faith, or gross
negligence in the performance of the Adviser's duties, or by reason of reckless
disregard of the Adviser's obligations and duties under this Agreement.
16. INDEMNIFICATION.
(a) The Adviser shall indemnify and hold harmless the Manager and the
Trust, and each trustee, director, manager, officer, employee or agent of the
Manager and the Trust, and each person, if any, who controls the Manager and
the Trust within the meaning of Section 15 of the Securities Act (collectively,
the "Indemnified Parties" for purposes of this Section 16(a)) against any and
all losses, claims, damages, liabilities or expenses (including reasonable
attorneys' fees and amounts paid in settlement with the written consent of the
Adviser) to which the Indemnified Parties may become subject under any statute,
regulation, at common law or otherwise, insofar as such losses, claims, damages,
liabilities or expenses arise out of or are based upon:
i) Any wilful misconduct, bad faith, or gross negligence by the
Adviser in the performance of its obligations or services under this
Agreement or the Adviser's reckless disregard of its obligations or
services under this Agreement; or
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ii) Any untrue statement of a material fact contained in any
registration statement, prospectus, statement of additional information,
proxy statement, advertisement, sales literature, or other material
relating to the Fund, or the omission to state therein a material fact
required to be stated therein or necessary to make the statement or
statements therein not misleading, if such statement or omission was made
in reliance upon information furnished to the Manager or the Trust by or on
behalf of the Adviser; or
iii) Any failure, regardless of cause, by the Adviser to manage the
Fund in full compliance with Subchapter M of the Code provided that the
notice by the Manager as described in Section 2(f) is provided in a timely
manner; or
iv) Any failure, regardless of cause, by the Adviser to manage
the Fund in full compliance with the diversification requirements of
Section 817(h) of the Code, and the rules and regulations thereunder, as
amended from time to time, provided that the notice by the Manager as
described in Section 2(f) is provided in a timely manner; or
v) Any material breach of any representation, warranty, or
agreement made by the Adviser under this Agreement;
Provided, however, that in no case is the Adviser's indemnity in favor of the
Indemnified Parties to be deemed to protect such persons against any liability
to which any such persons would otherwise be subject by reason of wilful
misconduct, bad faith or gross negligence in the performance of its duties or by
reason of its reckless disregard of its obligations and duties under this
Agreement.
(b) The Manager shall indemnify and hold harmless the Adviser, and each
trustee, director, manager, officer, employee or agent of the Adviser, and each
person, if any, who controls the Adviser within the meaning of Section 15 of the
Securities Act (collectively, the "Indemnified Parties" for purposes of this
Section 16(b)) against any and all losses, claims, damages, liabilities or
expenses (including reasonable attorneys' fees and amounts paid in settlement
with the written consent of the Adviser) to which the Indemnified Parties may
become subject under any statute, regulation, at common law or otherwise,
insofar as such losses, claims, damages, liabilities or expenses arise out of or
are based upon:
i) Any wilful misconduct, bad faith, or gross negligence by the
Manager in the performance of its obligations or services under this
Agreement, or the Manager's reckless disregard of its obligations or
services under this Agreement; or
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ii) Any material breach of any representation, warranty, or
agreement made by the Manager under this Agreement;
Provided, however, that in no case is the Manager's indemnity in favor of the
Indemnified Parties to be deemed to protect such persons against any liability
to which any such persons would otherwise be subject by reason of wilful
misconduct, bad faith or gross negligence in the performance of its duties or by
reason of its reckless disregard of its obligations and duties under this
Agreement.
17. TERM AND TERMINATION.
(a) This Agreement shall take effect as of the date hereof, and shall
continue in effect for a period more than two years from the date of its
execution only so long as such continuance is specifically approved at least
annually by the Trustees; provided, however, that in addition to the foregoing,
this Agreement shall not take effect or be renewed or performed unless the terms
of this Agreement and any renewal of this Agreement have been approved by the
vote of a majority of Trustees, who are not parties to this Agreement or
"interested persons" (as defined in Section 2(a)(19) of the ▇▇▇▇ ▇▇▇) of any
such party, cast in person at a meeting called for the purpose of voting on such
approval.
(b) This Agreement may be terminated at any time, without payment of
any penalty, by the Manager with the approval of the Trustees immediately upon
written notice to the Adviser or, in the Manager's sole discretion, upon
60-days' written notice to the Adviser.
(c) This Agreement may be terminated at any time, without payment of any
penalty, by the Adviser upon 60-days' written notice to the Manager.
(d) The Agreement shall terminate automatically in the event of its
"assignment" (as defined in Section 2(a)(4) of the ▇▇▇▇ ▇▇▇) or the termination
of the Management Agreement.
(e) After termination, the Manager shall use its best effort to pay any
unpaid sub-advisory fee within ten (10) business days, but in any event not more
than fifteen (15) business days.
18. CONFIDENTIAL TREATMENT.
(a) The parties acknowledge that during the course of this Agreement,
each party may make Confidential Data available to the other party or may
otherwise learn of trade secret or confidential information of the other party
(collectively, hereinafter "Confidential Data").
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Confidential Data includes all information not generally known or used by others
and which gives, or may give, a party an advantage over its competitors or which
could cause injury, embarrassment, or loss of reputation or goodwill if
disclosed. Such information includes, but is not necessarily limited to, data
which identify or concern past, current or potential customers, information
about business practices, financial results, research, development, systems and
plans; and/or certain information and material identified by a party as
"Confidential"; and/or data one party furnishes to the other party from its
database or third party vendors; and/or data received from one party and
enhanced by the other party. Confidential Data may be written, oral, recorded,
or on tapes, disks or other electronic media. Because of the sensitive nature of
the information that the parties and their respective personnel may become aware
of as a result of this Agreement, the intent of the parties is that these
provisions be interpreted as broadly as possible to protect Confidential Data.
(b) Each party acknowledges that all Confidential Data furnished by the
other party is considered proprietary and is a matter of strict confidentiality.
Each party also acknowledges that the unauthorized use or disclosure of any
Confidential Data will cause irreparable harm to the other party. Accordingly,
each party agrees that the other party shall be entitled to equitable relief,
including injunction, without the necessity of posting a bond, in addition to
all other remedies available at law or in equity for any threatened or actual
breach of this Agreement or for any threatened or actual unauthorized use or
disclosure of Confidential Data.
(c) Each party agrees that it will employ the same security measures to
Confidential Data received from the other party that it would apply to its own
comparable confidential information (but in no event less than a reasonable
degree of care in handling Confidential Data). Without limiting the generality
of the foregoing, each party further agrees that it will not distribute,
disclose, or convey to third parties any Confidential Data, except as
specifically permitted in this Agreement.
(d) Each party further agrees that: i) only its employees with a
defined need to know shall be granted access to Confidential Data and only after
they have been informed of the confidential nature of the Confidential Data;
ii) Confidential Data shall not be distributed, disclosed or conveyed to any
consultant or subcontractor retained by it except upon the other party's prior
written approval, which shall be conditioned on such consultant or
subcontractors agreeing to be bound by the terms of this Agreement; iii) no
copies or reproductions shall be made of any Confidential Data of the other
party except to effectuate the purpose of this Agreement or with the written
consent of the other party; and iv) it shall not make use of any Confidential
Data for its own benefit or for the benefit of any third party.
(e) Each party further agrees that, should third parties request the
party or its consultants or subcontractors to submit Confidential Data of the
other party to them pursuant to subpoena, summons, search warrant or other
lawful process, it will notify the other party immediately upon receipt of such
request. The receiving party shall forward notice via overnight courier to the
other party no later than five (5) days after receipt by the receiving party. If
the other party objects to the release of the Confidential Data, the party
receiving the request will permit counsel chosen by the
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other party to represent it in order to resist release of the Confidential Data.
The party resisting the release of such Confidential Data will indemnify the
other party for any expenses incurred by it in connection with resisting the
release of the Confidential Data.
(f) Each party agrees that all Confidential Data received from the other
party shall at all times remain the sole property of the other party and, if in
tangible form such as (by way of example and not limitation), in writing or on
tape, disk, or other electronic media, and all copies, shall be returned to the
other party immediately upon termination of the business relationship between
the parties or upon demand at any other time. Except as otherwise provided by
this Agreement, no rights or licenses, express or implied, are granted by one
party to the other under any patents, copyrights, trade secrets, or other
proprietary rights as a result of, or related to this Agreement.
(g) The obligations set forth in paragraphs (a) through (f) above shall
not apply to: (i) any disclosure specifically authorized in writing by the
parties or (ii) Confidential Data which meets one or more of the following
criteria: (1) has become well known in the trade; (2) was disclosed to either
party by a third party not under an obligation of confidentiality to the other
party; (3) was independently developed by the party not otherwise in violation
or breach of this Agreement or any other obligation of the party to the other
party; or (4) was rightfully known to the party prior to entering into this
Agreement.
19. NOTICE. Any notice, instruction or other communication required or
contemplated by this Agreement shall be in writing. All such communications
shall be addressed to the recipient at the address set forth below, provided
that either party may, by notice, designate a different address for such party.
If to Manager:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Operations Officer
LSA Asset Management LLC
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
With a copy to:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
Assistant General Counsel
LSA Asset Management LLC
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
If to the Adviser:
A. ▇▇▇▇▇▇ ▇▇▇▇▇ III
▇▇▇ ▇▇▇▇▇▇ Asset Management Inc.
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
20. Miscellaneous.
(a) Any amendments to this Agreement will be in writing and signed by
the parties hereto.
(b) This Agreement shall be governed by, and construed in accordance
with, the laws of Delaware, provided that nothing herein shall be construed in
a manner inconsistent with the Advisers Act, or rules or regulations thereunder.
(c) If any provisions 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, and to this extent, the provisions of this
Agreement shall be deemed to be severable. To the extent that any provision of
this Agreement shall be held or made invalid by a court decision,
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statute, rule or otherwise with regard to any party hereunder, such provisions
with respect to other parties hereto shall not be affected thereby.
(d) This Agreement may be executed via facsimile signature and in one or
more counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same instrument, but all of which shall constitute
one and the same instrument.
* * *
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed on its behalf by its duly authorized officer as of the
date first written above.
The Manager:
LSA ASSET MANAGEMENT LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
The Adviser:
▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
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