EXHIBIT (d)(2)(G)
SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT (this "Agreement") made as of [DATE] by and
between LSA Asset Management LLC, a Delaware limited liability company (the
"Manager"), ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp., a Delaware corporation (the
"Advisor").
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, 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 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 one or more portfolio
manager(s) or approved investment representatives available for presentations 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 shall prepare and file any schedule or notification
required by Regulation 13D-G under the Securities Exchange Act of 1934, as
amended, and shall provide certification with regard to any securities eligible
for passive foreign investment credits.
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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 Adviser, and in
consultation with 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, 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
selection of such brokers or dealers and the placing of such orders the Adviser
is directed at all times to seek for the Fund the most favorable 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 most favorable
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 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
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is the result of a request by the Manager or Trustees, or is due to other
circumstances beyond the 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 [$___] 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.
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. For the
purpose of accruing compensation, the net assets of the Fund will be determined
in the manner provided for in the then-current prospectus of the Fund. The
Adviser shall not be entitled to receive any payment for the performance of its
services hereunder from the Trust or the Fund and shall look solely and
exclusively to the Manager for payment of all fees for such services.
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.
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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 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.
(b) The Adviser represents and warrants to the Manager that, to the
best of its knowledge:
i) The computer systems, software, hardware or equipment under
its control and maintained in the course of performing its services
under this Agreement, shall operate, without error, and, as necessary,
shall accurately process all data which involve, in any way or manner,
calendar year date dependencies or considerations.
ii) The software utilized in the course of performing its
services under this Agreement ("Software") contains no hidden files,
viruses or contaminants; will not replicate, transmit, or activate
itself without control of a person operating the computing equipment
on which it resides; will not access, alter, damage, erase, or
otherwise interfere with, the Software or any computer data or
programs without control of a person operating the computing equipment
on which it resides; and contains no key, node lock, time-out or other
function, whether implemented by electronic, mechanical or other
means, which could restrict use or access to the Software without the
consent of the computer user.
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
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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
ii) Any untrue statement or alleged 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 or alleged 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;
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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
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. The Adviser shall be without the protection accorded by shareholder
approval of an investment adviser's receipt of compensation under Section 36(b)
of the Act.
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(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.
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"). 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, and specific
performance, 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.
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(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 d) 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 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.
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If to Manager:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Operations Officer
LSA Asset Management LLC
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
With a copy to:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
Assistant General Counsel
LSA Asset Management LLC
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
If to the Adviser:
A. ▇▇▇▇▇▇ ▇▇▇▇▇, III
▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
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▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
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, 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.
* * *
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:
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
The Adviser:
▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
14
