Exhibit 99.(d)(2)(ii)
Lazard Asset Management LLC
Investment Sub-Advisory Agreement
AGREEMENT made as of the 26th day of December, 2006 by and between Lazard Asset
Management LLC, a limited liability company organized under the laws of the
State of Delaware and having its principal place of business in New York, New
York (the "Sub-Advisor") and ▇▇▇ ▇▇▇ ASSOCIATES CORPORATION, a corporation
organized under the laws of the State of Delaware and having its principal place
of business in New York, New York (the "Advisor").
WHEREAS, Van Eck Worldwide Insurance Trust (the "Trust") is engaged in business
as an open-end investment company and is so registered under the Investment
Company Act of 1940, as it is amended from time to time ("1940 Act"); and
WHEREAS, the Sub-Advisor is engaged principally in the business of rendering
investment management services and is registered under the Investment Advisers
Act of 1940, as it is amended from time to time ("Advisors Act"); and
WHEREAS, the Trust is authorized to issue shares of beneficial interest in
separate series with each such series representing interests in a separate
portfolio of securities and other assets; and
WHEREAS, the Trust offers shares in one of such series, namely, Worldwide
Absolute Return Fund (the "Fund") and invests the proceeds in securities and
other assets; and
WHEREAS, the Trust has retained the Advisor to render management and advisory
services; and
WHEREAS, the Advisor desires to retain the Sub-Advisor to render investment
advisory and other services hereunder to the Fund in respect to the portion of
the Fund's assets allocated to it (the "Allocated Assets") and the Sub-Advisor
is willing to do so.
NOW, THEREFORE, WITNESSETH:
That it is hereby agreed between the parties hereto as follows:
1. APPOINTMENT OF SUB-ADVISOR
With respect to the Allocated Assets, the Advisor hereby appoints the
Sub-Advisor to act as investment advisor to the Fund for the period and on the
terms herein set forth. The Sub-Advisor accepts such appointment and agrees to
render the services herein set forth, for the compensation herein provided. So
long as the Sub-Advisor serves as investment advisor to the Fund pursuant to
this Agreement, the Sub-Advisor shall have the obligation, with respect to the
Allocated Assets, of furnishing continuously an investment program and making
investment decisions for the Fund, adhering to applicable investment objectives,
policies and restrictions of which the Advisor makes the Sub-Advisor aware in
writing and placing all orders for the purchase and sale of portfolio
securities for the Fund and such other services set forth in Section 2 hereof.
The Advisor will compensate the Sub-Advisor for its services to the Fund. The
Advisor or the Fund, subject to the terms of this Agreement, may terminate the
services of the Sub-Advisor at any time in their sole discretion, and the
Advisor shall at such time assume the responsibilities of the Sub-Advisor unless
and until a successor investment advisor is selected.
2. DUTIES OF SUB-ADVISOR
With respect to the Allocated Assets only, the Sub-Advisor, at its own expense,
shall furnish the following services and facilities to the Fund:
(a) Investment Program. The Sub-Advisor will (i) furnish continuously an
investment program for the Fund, (ii) determine (subject to the overall
supervision and review of the Board and the Advisor) what investments shall be
purchased, held, sold or exchanged and what portion, if any, of the Allocated
Assets shall be held uninvested, and (iii) make changes on behalf of the Fund in
the investments. The Sub-Advisor will provide the services hereunder in
accordance with the Fund's investment objectives, policies and restrictions as
stated in the then current prospectus and statement of additional information
which is part of the Trust's Registration Statement filed with the Securities
and Exchange Commission, as amended from time to time, copies of which shall be
sent to the Sub-Advisor by the Advisor (the "Registration Statement"). The
Sub-Advisor's responsibility for providing services to the Fund pursuant to this
Agreement shall be limited to only the Allocated Assets. The Sub-Advisor agrees
that it shall not consult with any other sub-advisor to the Fund or to any other
series of the Trust, or with any sub-advisor to any other registered investment
company or portfolio series thereof under common control with the Fund,
concerning transactions for the Fund in securities or other assets. The
Sub-Advisor also will manage, supervise and conduct such other affairs and
business of the Trust and matters incidental thereto, as the Sub-Advisor and the
Trust agree in writing, subject always to the control of the Board of Trustees
of the Trust (the "Board") and to the provisions of the Master Trust Agreement
of the Trust, the Trust's By-laws and the 1940 Act. The Sub-Advisor will manage
the Allocated Assets so that the Allocated Assets will be "adequately
diversified" as defined in Section 817(h) of the Internal Revenue Code of 1986,
as it may be amended from time to time (the "Code"); and, with respect to the
services provided by the Sub-Advisor under this Agreement, it shall be
responsible for compliance with all applicable laws, rules and regulations.
Sub-Advisor will adopt procedures reasonably designed to ensure compliance with
the Code.
(b) Office Space and Facilities. The Sub-Advisor will arrange to furnish office
space, all necessary office facilities, simple business equipment, supplies,
utilities, and telephone service required for managing the Allocated Assets.
(c) Personnel. The Sub-Advisor shall provide executive and clerical personnel
for managing the Allocated Assets, and shall compensate officers and Trustees of
the Trust or Fund if such persons are also employees of the Sub-Advisor or its
affiliates, except as otherwise provided herein.
(d) Portfolio Transactions. The Sub-Advisor shall place all orders for the
purchase and sale of portfolio securities related to the Allocated Assets for
the account of the Fund, with brokers or dealers selected by the Sub-Advisor,
although the Fund will pay the actual transaction costs,
including without limitation brokerage commissions on portfolio transactions in
accordance with this Paragraph 2(d). In executing portfolio transactions and
selecting brokers or dealers, the Sub-Advisor will use its best efforts to seek
on behalf of the Fund the best overall terms available. In assessing the best
overall terms available for any transaction, the Sub-Advisor shall consider all
factors it deems relevant, including, without limitation, the breadth of the
market in the security, the price of the security, the financial condition and
execution capability of the broker or dealer, and the reasonableness of the
commission, if any (for the specific transaction and on a continuing basis). In
evaluating the best overall terms available, and in selecting the broker or
dealer to execute a particular transaction, the Sub-Advisor may also consider
the brokerage and research services (as those terms are defined in Section 28(e)
of the Securities Exchange Act of 1934) provided to the Sub- Advisor or an
affiliate of the Sub-Advisor in respect of accounts over which it exercises
investment discretion. The Sub-Advisor is authorized to pay to a broker or
dealer who provides such brokerage and research services a commission for
executing a portfolio transaction which is in excess of the amount of commission
another broker or dealer would have charged for effecting that transaction if
the Sub-Advisor determines in good faith that such commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of that particular transaction or in terms of
all of the accounts over which investment discretion is so exercised by the
Sub-Advisor or its affiliates. Nothing in this Agreement shall preclude the
combining of orders for the sale or purchase of securities or other investments
with other accounts managed by the Sub-Advisor or its affiliates provided that
the Sub-Advisor does not favor any account over any other account and provided
that any purchase or sale orders executed contemporaneously shall be allocated
in an equitable manner among the accounts involved in accordance with procedures
adopted by the Sub-Advisor.
(e) In connection with the purchase and sale of securities ,the Sub-Advisor will
arrange for the transmission to the custodian and record keeping agent for the
Trust on a daily basis, such confirmation, 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 and record keeping agent to
perform its administrative and record keeping responsibilities with respect to
the Allocated Assets. With respect to portfolio securities to be purchased or
sold through the Depository Trust Company, the Sub-Advisor will arrange for the
automatic transmission of the confirmation of such trades to the Fund's
custodian and record keeping agent.
(f) The Sub-Advisor will monitor on a monthly basis the determination by the
custodian and record keeping agent for the Fund of the valuation of portfolio
securities and other investments of the Fund. The Sub-Advisor will assist the
custodian and record keeping agent for the Fund in determining or confirming,
consistent with the procedures and policies stated in the Registration Statement
for the Trust, the value of any portfolio securities or other assets of the Fund
for which the custodian and record keeping agent seeks assistance from, or
identifies for review. The Sub-Advisor shall assist the Board in determining
fair value of such securities or assets for which market quotations are not
readily available.
(g) On reasonable request by the Trust or the Advisor, the Sub-Advisor will
provide the Trust or the Advisor with all investment records and ledgers
required to be maintained by the Sub-Advisor by applicable law (which shall not
include the records and ledgers maintained by the custodian and
record keeping agent for the Trust) as are necessary to assist the Trust and the
Advisor to comply with requirements of the 1940 Act and the Advisers Act as well
as other applicable laws. The Sub-Advisor will cooperate with the Advisor and
the Trust in responding to any regulatory or compliance examinations and
inspections relating to the Trust or the Advisor brought by any governmental or
regulatory authority having appropriate jurisdiction over the Trust or the
Advisor.
(h) The Sub-Advisor will provide reports to the Board for consideration at
meetings of the Board on the investment program for the Fund and the issues and
securities represented in the Fund's portfolio, and will furnish the Board with
respect to the Fund such periodic and, at the Fund's expense, special reports as
the Trustees or the Advisor may reasonably request.
3. EXPENSES OF THE TRUST
Except as provided in sections 2(d) and (h) above, the Sub-Advisor shall assume
and pay all of its own costs and expenses related to providing an investment
program for the Fund with respect to the Allocated Assets. The Fund shall be
responsible for all of its other expenses.
4. SUB-ADVISORY FEE
For the services and facilities to be provided to the Fund by the Sub-Advisor as
provided in Paragraph 2 hereof, the Advisor shall pay the Sub-Advisor a fee,
payable monthly, at the annual rate of 1.0% of the average daily net Allocated
Assets (as determined by the Trust or its third party administrator in
accordance with procedures established, from time to time, by or under the
direction of the Board) from the Advisory fee it receives from the Fund. The
Trust shall not be liable for the obligation of the Advisor to make payment to
the Sub-Advisor.
5. REPRESENTATIONS, COVENANTS AND WARRANTIES
(a) The Advisor hereby represents and warrants as follows:
(1) That it is registered with the Securities and Exchange Commission as an
investment adviser under the Advisers Act, and such registration is current,
complete and in full compliance with all applicable provisions of the Advisers
Act and the rules and regulations thereunder;
(2) That it has all the requisite authority to enter into, execute, deliver and
perform its obligations under this Agreement; and
(3) Its performance of its obligations under this Agreement does not conflict
with any law, regulation or order to which it is subject.
(b) The Advisor hereby covenants and agrees that, so long as this Agreement
shall remain in effect:
(1) It shall maintain its registration as an investment adviser under the
Advisers Act, and such registration shall at all times remain current, complete
and in 111 compliance with all applicable provisions of the Advisers Act and the
rules and regulations thereunder;
(2) Its performance of its obligations under this Agreement does not conflict
with any law, regulation or order to which it is subject; and
(3) It 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.
(c) The Sub-Advisor hereby represents and warrants as follows:
(1) That it is registered with the Securities and Exchange Commission as an
investment adviser under the Advisers Act, and such registration is current,
complete and in full compliance with all applicable provisions of the Advisers
Act and the rules and regulations thereunder;
(2) That it has all the requisite authority to enter into, execute, deliver and
perform its obligations under this Agreement; and
(3) Its performance of its obligations under this Agreement does not conflict
with any law, regulation or order to which it is subject.
(d) The Sub-Advisor hereby covenants and agrees that, so long as this Agreement
shall remain in effect:
(1) It shall maintain its 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 applicable provisions of the Advisers Act and
the rules and regulations thereunder;
(2) Its performance of its obligations under this Agreement does not conflict
with any law, regulation or order to which it is subject;
(3) It shall at all times fully comply with the Advisers Act, the applicable
provisions of the 1940 Act, all applicable rules and regulations under such Acts
and all other applicable law; and
(4) It shall promptly notify the Advisor and the Fund upon occurrence of any
event that might disqualify or prevent it from performing its duties under this
Agreement. It further agrees to notify the Advisor and the Fund promptly with
respect to written material that has been provided to the Fund or the Advisor
for inclusion in the Registration Statement, prospectus and statement of
additional information for the Fund or any supplement or amendment thereto, or,
if written material has not been provided, with respect to the information
contained in the Registration Statement, prospectus and statement of additional
information or any supplement or amendment thereto, reviewed by the Sub-Advisor,
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
6. TRUST TRANSACTIONS.
The Sub-Advisor agrees that neither it nor any of its officers, directors,
employees or agents will take any long- or short-term position in the shares of
the Trust; provided, however, that such
prohibition shall not prevent the purchase of shares of the Trust by any of the
persons above described for their account and for investment at the price (net
asset value) at which such shares are available to the public at the time of
purchase or as part of the initial capital of the Trust.
7. RELATIONS WITH TRUST
Subject to and in accordance with the Declaration of Trust and By-Laws of the
Trust and the Articles of Incorporation and By-Laws of the Advisor and
Sub-Advisor it is understood (i) that Trustees, officers, agents and
shareholders of the Trust are or may be interested in the Sub-Advisor (or any
successor thereof) as directors, officers, or otherwise; (ii) that directors,
officers, agents and shareholders of the Sub-Advisor are or may be interested in
the Trust as Trustees, officers, shareholders or otherwise; and (iii) that the
Sub-Advisor is or may be interested in the Trust as a shareholder or otherwise
and that the effect of any such adverse interests shall be governed by said
Declaration of Trust and By-laws.
8. LIABILITY OF ADVISOR, SUB-ADVISOR AND OFFICERS AND TRUSTEES OF THE TRUST
Neither the Advisor, Sub-Advisor nor any of their officers, directors,
employees, agents or controlling persons or assigns or Trustees or officers of
the Trust shall be liable for any error of judgment or law, or for any loss
suffered by the Trust or its shareholders in connection with the matters to
which this Agreement relates, except that no provision of this Agreement shall
be deemed to protect the Advisor, Sub-Advisor or such persons against any
liability, to the Trust or its shareholders to which the Advisor or Sub-Advisor
might otherwise be subject by reason of any willful misfeasance, bad faith or
gross negligence in the performance of its duties or the reckless disregard of
its obligations and duties under this Agreement.
9. INDEMNIFICATION
(a) Not withstanding Section 8 of the Agreement, the Advisor agrees to indemnify
and hold harmless the Sub-Advisor, any affiliated person of the Sub-Advisor, and
each person, if any, who, within the meaning of Section 15 of the Securities Act
of 1933 ("1933 Act") controls ("controlling person") the Sub-Advisor (all of
such persons being referred to as "Sub-Advisor Indemnified Persons") against any
and all losses, claims, damages, liabilities (excluding salary charges of
employees, officers or partners of the Sub-Advisor), or litigation (including
legal and other) expenses to which a Sub-Advisor Indemnified Person may become
subject under the 1933 Act, the 1940 Act, Advisers Act, under any other statute,
at common law or otherwise, which (1) may be based upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or prospectus or statement of additional information covering shares
of the Fund or any other series, or any amendment thereof or any supplement
thereto, or marketing materials relating to the Fund or any other series, or the
omission or alleged omission or failure to state therein a material fact known
or which should have been known to the Advisor and was required to be stated
therein or necessary to make the statements therein not misleading, unless such
statement or omission was made in reliance upon information furnished to the
Advisor or the Trust or to any affiliated person of the Advisor by a Sub-Advisor
Indemnified Person specifically for inclusion in such Registration Statement or
such marketing materials; or (2) may be based upon
a failure of the Advisor to comply with, or a breach of, any provision of this
Agreement provided however, that in no case shall the indemnity in favor of the
Sub-Advisor Indemnified Person be deemed to protect such person against any
liability to which any such person would otherwise be subject by reason of any
misfeasance or negligence in the discharge of its obligations and the
performance of its duties under this Agreement.
(b) Notwithstanding Section 8 of this Agreement, the Sub-Advisor agrees to
indemnify and hold harmless the Advisor, any affiliated person of the Advisor,
and each controlling person of the Advisor (all of such persons being referred
to as "Advisor Indemnified Persons") against any and all losses, claims,
damages, liabilities (excluding salary charges of employees, officers or
partners of the Advisor), or litigation (including legal and other) expenses to
which an Advisor Indemnified Person may become subject under the 1933 Act, 1940
Act, Advisers Act, under any other statute, at common law or otherwise, arising
out of the Sub-Advisor's responsibilities as sub-investment adviser to the Fund
which (1) may be based upon any untrue statement or alleged untrue statement of
a material fact supplied in writing by the Sub-Advisor specifically for
inclusion in the Registration Statement or prospectus or statement of additional
information covering shares of the Fund, or any amendment thereof or any
supplement thereto, or any marketing materials relating to the Fund or the
omission or alleged omission or failure to state therein a material fact known
or which should have been known to the Sub-Advisor and was required to be stated
therein or necessary to make the statements therein not misleading, unless such
statement or omission was made in reliance upon information furnished to the
Sub-Advisor, the Trust, or any affiliated person of the Sub-Advisor or Trust by
an Advisor Indemnified Person; or (2) may be based upon a failure of the
Sub-Advisor to comply with, or a breach of any provision of this Agreement
provided however, that in no case shall the indemnity in favor of an Advisor
Indemnified Person be deemed to protect such person against any liability to
which any such person would otherwise be subject by reason of misfeasance or
negligence in the discharge of its obligations and the performance of its duties
under this Agreement.
(c) Neither the Advisor nor the Sub-Advisor shall be liable under this Section
with respect to any claim made against an Indemnified Person unless such
Indemnified Person shall have notified the indemnifying party in writing within
a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Person (or such Indemnified Person shall have received notice of
such service on any designated agent), but failure to notify the indemnifying
party of any such claim shall not relieve the indemnifying party from any
liability which it may have to the Indemnified Person against whom such action
is brought otherwise than on account of this Section. In case any such action is
brought against the Indemnified Person, the indemnifying party will be entitled
to participate, at its own expense, in the defense thereof or, after notice to
the Indemnified Person, to assume the defense thereof, with counsel satisfactory
to the Indemnified Person. If the indemnifying party assumes the defense and the
selection of counsel by the indemnifying party to represent both the Indemnified
Person and the indemnifying party would result in a conflict of interests and
would not, in the reasonable judgment of the Indemnified Person, adequately
represent the interests of the Indemnified Person, the indemnifying party will
at its own expense, assume the defense with counsel to the indemnifying party
and, also at its own expense, with separate counsel to the Indemnified Person
which counsel shall be satisfactory to the indemnifying party and the
Indemnified Person. The Indemnified Person will bear the fees and expenses of
any additional
counsel retained by it, and the indemnifying party shall not be liable to the
Indemnified Person under this Agreement for any legal or other expenses
subsequently incurred by the Indemnified Person independently in connection with
the defense thereof other than reasonable costs of investigation. The
indemnifying party shall not have the right to compromise or settle the
litigation without the prior written consent of the Indemnified Person if the
compromise or settlement results, or may result in a finding of wrongdoing on
the part of the Indemnified Person.
10. DURATION AND TERMINATION OF THIS AGREEMENT
(a) Duration. This Agreement shall become effective on the date hereof and,
unless terminated as herein provided, this Agreement shall remain in full force
and effect until December 26, 2008 and shall continue in full force and effect
for periods of one year thereafter so long as such continuance is approved at
least annually (i) by either the Trustees of the Trust or by vote of a majority
of the outstanding voting shares (as defined in the ▇▇▇▇ ▇▇▇) of the Trust, and
(ii) in either event by the vote of a majority of the Trustees of the Trust who
are not parties to this Agreement or "interested persons" (as defined in the
▇▇▇▇ ▇▇▇) of any such party, cast in person at a meeting called for the purpose
of voting on such approval.
(b) Termination. This Agreement may be terminated at any time, without payment
of any penalty, by vote of the Trustees of the Trust or by vote of a majority of
the outstanding shares (as defined in the 1940 Act), or by the Advisor or
Sub-Advisor or, on sixty (60) days written notice to the other party.
(c) Automatic Termination. This Agreement shall automatically and immediately
terminate in the event of its assignment (as the term "assignment" is defined in
the 1940 Act).
11. PRIOR AGREEMENT SUPERSEDED
This Agreement supersedes any prior agreement relating to the subject matter
hereof between the parties.
12. MISCELLANEOUS
(a) This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
(b) 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.
13. USE OF NAME
(a) It is understood that the name "▇▇▇ ▇▇▇" or any derivative thereof or logo
associated with that name is the valuable property of the Advisor and its
affiliates, and that the Trust and Sub-Advisor have the right to use such name
(or derivative or logo) only with the approval of the Advisor and only so long
as the Advisor serves as investment adviser to the Fund. Upon termination of the
Sub-
Advisor Investment Advisory and Management Agreement between the Trust and the
Advisor, the Sub-Advisor shall forthwith cease to use such name (or derivative
or logo).
(b) It is understood that the name "Lazard Asset Management" or "Lazard" or any
derivative thereof or logo associated with that name is the valuable property of
the Sub-Advisor and its affiliates and that the Advisor, Trust and/or Fund have
the right to use such name (or derivative or logo) in offering materials of the
Trust with the approval of the Sub-Advisor and for so long as the Sub-Advisor
serves as investment sub-adviser to the Fund. Upon termination of this Agreement
the Trust and Advisor shall forthwith cease to use such name (or derivative or
logo). During the term of this Agreement, the Advisor shall have permission to
use the Sub-Advisor's name in the marketing of the Fund; PROVIDED that the
Advisor first obtains the approval of the Sub-Advisor to use its name or logo in
any such marketing or other materials, which approval shall not be unreasonably
withheld and shall be deemed to have been given if the Sub-Advisor does not
otherwise disapprove of such marketing or other materials within five business
days of receipt thereof; and PROVIDED FURTHER that the Advisor shall not be
required to obtain the approval of the Sub-Advisor for (i) any updates or
non-material changes to such marketing or other materials that the Sub-Advisor
has already approved, (ii) materials that only disclose that the Sub-Advisor
serves as a sub-advisor to the Fund with respect to the Allocated Assets, and
(iii) shareholder or client reporting that the Advisor or Trust may produce that
describes the Sub-Advisor's performance or the Fund's performance.
14. LIMITATION OF LIABILITY
The term "▇▇▇ ▇▇▇ Worldwide Insurance Trust" means and refers to the Trustees
from time to time serving under the Master Trust Agreement of the Trust dated
January 7, 1986 as the same may subsequently thereto have been, or subsequently
hereto be amended. It is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any Trustees, shareholders, nominees,
officers, agents or employees of the Trust, personally, but bind only the assets
and property of the Trust, as provided in the Master Trust Agreement of the
Trust.
15. CONFIDENTIALITY
Any information or recommendations supplied by either the Advisor or the
Sub-Advisor, that are not otherwise in the public domain or previously known to
the other party in connection with the performance of its obligations and duties
hereunder, including portfolio holdings of the Trust, financial information or
other information relating to a party to this Agreement, are to be regarded as
confidential ("Confidential Information") and held in the strictest confidence.
Except as may be required by applicable law or rule or as requested by
regulatory authorities having jurisdiction over a party to this Agreement,
Confidential Information may be used only by the party to which said information
has been communicated and such other persons as that party believes are
necessary to carry out the purposes of this Agreement, the custodian, and such
persons as the Advisor may designate in connection with the Allocated Assets.
16 SERVICES TO OTHER CLIENTS
Nothing herein contained shall limit the freedom of the Sub-Advisor or any
affiliated person of the Sub-Advisor to render investment advisory, supervisory
and other services to other investment companies, to act as investment adviser
or investment counselor to other persons, firms or corporations, or to engage in
other business activities. It is understood that the Sub-Advisor may give advice
and take action for its other clients that may differ from advice given, or the
timing or nature of action taken, for the Fund with respect to the Allocated
Assets. The Sub-Advisor is not obligated to initiate transactions in any
security that the Sub-Advisor, its principals, affiliates or employees may
purchase or sell for its or their own accounts or other clients.
In WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first set forth above.
▇▇▇ ▇▇▇ ASSOCIATES CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President and General Counsel
LAZARD ASSET MANAGEMENT LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Managing Director and General Counsel