Exhibit (d)(2)(L)
SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT (this "Agreement"), made as of July 20, 2001, by
and between LSA Asset Management LLC, a Delaware limited liability company
(the M"anager"), and A I M Capital Management Inc, a Texas 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") as
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 Blue Chip, 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. Upon approval by the Trustees, 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 the
following guidelines (collectively, the "Investment Guidelines"):
i) The investment objective, policies and restrictions of the
Fund as set forth in 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.
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Until the Manager shall deliver to the Adviser in writing any supplements,
amendments, updates or changes pertaining to the Investment Guidelines, the
Adviser shall be fully protected in relying on the Investment Guidelines as most
recently furnished to the Adviser by the Manager.
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 or appropriate in order
for the Fund to comply with the above enumerated requirements. The Adviser shall
not be liable for any failure to recommend the purchase or sale of any security
on behalf of the Fund which would, in the Adviser's opinion, constitute a
violation of any federal or state laws, rules or regulations.
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 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 pertaining to the
Adviser's performance of its duties hereunder as the Manager or the
Administrator may reasonably request from time to time. The Adviser shall make a
portfolio manager of the Fund available for a presentation to the Trustees at a
meeting of the Trustees at least annually, as well as at such other meetings as
may be reasonably requested by the Manager and agreed to by the Adviser.
(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 provided, however, that (i) the Adviser shall
only be required to maintain and preserve such records or ledgers related to the
Fund's transactions as required under the 1940 Act, and other applicable laws
and regulations; and (ii) the Manager shall maintain and preserve all records
not related to the Fund's transactions as required under the 1940 Act, and other
applicable laws and regulations.
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(c) The Advisers 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, 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.
(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 Manager and 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 each of Subchapter M 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 each of Subchapter M and Section 817(h) of the Code. The Adviser
shall promptly 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.
(g) The Manager agrees to provide or complete, as the case may be, the
following prior to the commencement of the Adviser's investment advisory
services as specified under this Agreement:
(i) A list of first tier affiliates and second tier affiliates
(i.e., affiliates of affiliates) of the Fund;
(ii) A list of restricted securities for the Fund (including
CUSIP, Sedol or other appropriate security identification);
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(iii) Establish futures and give-up agreements with the list of
brokers provided to the Manager by the Adviser in writing in a letter dated
May 3, 2001;
(iv) A copy of the Fund's current compliance procedures.
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 the 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.
4. BOOKS AND RECORDS.
(a) To the extent they relate to the Adviser's management of the
Fund, 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
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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 promptly 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 proceedings or an investigation that may
result in any of those actions. The Adviser further agrees to promptly notify
the Manager of any material fact known to the Adviser respecting or relating to
the Adviser that is not contained in the Adviser's Form ADV, or any supplement
or amendment thereto, or of any statement contained therein that becomes untrue
in any material respect.
7. CHANGE IN ADVISORY PERSONNEL. The Adviser shall promptly notify the Manager
of any change made by the Adviser of the portfolio manager or managers of the
Fund, 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 or 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. The Manager
agrees to notify the Adviser at least 30 days prior to filing any amendment or
update to the Fund's registration statement.
8. USE OF CERTAIN INFORMATION. The Adviser shall not use any information
relating to the Manager, the 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
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and the Manager does not reasonably object in writing to such use within
ten (10) business days after receiving such materials or unless such
information is generally known.
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:
..55% of the first $500 million, and .50% 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
Trust.
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, (iii) Custodian and Administrator fees and expenses, (iv) investment
advisory fees and (v) fees for any pricing services. 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 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 party 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
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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, its officers,
directors and employees, 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
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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, to the extent
that such statement was provided in writing by the Adviser or such omission
was made in reliance upon a written statement furnished by the Adviser to
the Manager or the Trust; or
iii) Any failure by the Adviser to manage the Fund in full
compliance with Subchapter M of the Code but only to the extent such
failure was caused by the Adviser; or
iv) Any failure 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, but only to the extent such failure was caused by the Adviser; or
v) Any material breach of any representation, warranty, covenant
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 such person's
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,
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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, covenant
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 such person's
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 of 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 0000 Xxx) 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.
(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, on not more
than 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.
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(d) The Agreement shall terminate automatically in the event of its
"assignment" (as defined in Section 2(a)(4) of the 0000 Xxx) 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
seek 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 protect and safeguard Confidential Data received from the other party that it
would apply to protect and safeguard 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 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 when such consultant or
subcontractor has agreed in writing to be bound by the terms of a
confidentiality agreement
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containing terms substantially similar to those of this Section 18; 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 to submit Confidential Data of the other party to them pursuant to
subpoena, summons, search warrant or other lawful process, it will give notice
to the other party upon receipt of such request by forwarding such notice via
overnight courier to the other party no later than five (5) days after receipt
by the receiving party.
(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:
Xxxxxxxx X. Xxxxxxx
Chief Operations Officer
LSA Asset Management LLC
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0000 Xxxxxxx Xxxx, Xxxxx X0X
Xxxxxxxxxx, XX 00000
With a copy to:
Xxxxx X. Xxxxxxxx
Assistant General Counsel
LSA Asset Management LLC
0000 Xxxxxxx Xxxx, Xxxxx X0X
Xxxxxxxxxx, XX 00000
If to the Adviser:
Xxxxxxx X. Xxxx
Staff Attorney
A I M Capital Management, Inc.
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
cc: General Counsel
20. Miscellaneous.
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(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 the state 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
such other party hereto shall not be affected thereby.
(d) This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original.
* * *
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/ Xxxx X. Xxxxxx
------------------
Name: Xxxx X. Xxxxxx
------------------
Title: President
------------------
The Adviser:
A I M Capital Management, Inc.
By: /s/ Xxxxxx Xxxxx
----------------
Name: Xxxxxx Xxxxx
Title: Senior Vice President
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