INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSURANCE PRODUCTS TRUST
AGREEMENT made this 24th day of January, 2003 between SEI Investments
Management Corporation (the "Adviser") and Xxxxxxx Xxxxx Asset Management, a
business unit of the Investment Management Division of Xxxxxxx, Sachs & Co., a
New York limited partnership organized under the laws of the State of New York
(the "Sub-Adviser").
WHEREAS, SEI Insurance Products Trust, a Massachusetts business trust (the
"Trust"), is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated March 29, 1999 (the "Advisory Agreement") with the Trust, pursuant to
which the Adviser acts as investment adviser to a portion of the series of the
Trust (the "GSAM Portion") set forth on Schedule A attached hereto (the "Fund"),
as such Schedule may be amended by mutual agreement of the parties hereto; and
WHEREAS, the Sub-Adviser acknowledges the Fund may have one or more other
sub-advisers and that the Adviser shall from time to time determine the portion
of the Fund's assets to be managed by the Sub-Adviser. With respect to the Fund,
the Sub-Adviser shall be responsible only for the GSAM Portion and the
Sub-Adviser shall have no responsibility for any other portion(s) or segment(s)
of the Fund.
WHEREAS, the Adviser, with the approval of the Trust, desires to retain the
Sub-Adviser to provide investment advisory services to the Adviser in connection
with the management of the Fund, and the Sub-Adviser is willing to render such
investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows:
1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and the
Trust's Board of Trustees, the Sub-Adviser shall manage all of the
securities and other assets of the Fund entrusted to it hereunder (the
"Assets"), including the purchase, retention and disposition of the Assets,
in accordance with the Fund's investment objectives, policies and
restrictions as stated in the Fund's prospectus and statement of additional
information, as currently in effect and as amended or supplemented from
time to time (referred to collectively as the "Prospectus"), and subject to
the following:
(a) The Sub-Adviser shall, in consultation with and subject to the direction of
the Adviser, determine from time to time what Assets will be purchased,
retained or sold by the Fund, and what portion of the Assets will be
invested or held uninvested in cash.
(b) In the performance of its duties and obligations under this Agreement, the
Sub-Adviser shall act in conformity with the Trust's Declaration of Trust
(as defined herein) and the Prospectus and with the instructions and
directions of the Adviser and of the Board of Trustees of the Trust and
will conform to and comply with the requirements of the 1940
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Act, the Internal Revenue Code of 1986 (the "Code"), and all other
applicable federal and state laws and regulations, as each is amended from
time to time.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the
Fund as provided in subparagraph (a) and will place orders with or through
such persons, brokers or dealers (including futures commission merchants
("FCM")) to carry out the policy with respect to brokerage set forth in the
Fund's Registration Statement (as defined herein), Prospectus, policies and
procedures adopted by the Board of Trustees or as the Adviser may direct
from time to time, in conformity with all federal securities laws. The
Sub-Adviser shall not be held responsible for and be released from any
obligation or cost which results from entering into a transaction with any
affiliated entity (other than affiliates of the Sub-Adviser) not identified
to the Sub-Adviser by the Adviser.
In executing Fund transactions and selecting brokers or dealers, the
Sub-Adviser 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-Adviser shall consider all factors that it
deems relevant, including 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,
both for the specific transaction and on a continuing basis. In evaluating
the best overall terms available, and in selecting the broker-dealer to
execute a particular transaction, the Sub-Adviser may also consider the
brokerage and research services provided (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934 (the "Exchange Act")).
Consistent with any guidelines established by the Board of Trustees of the
Trust, a written copy of which shall be provided to Sub-Adviser, and
Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to pay to
a broker or dealer who provides such brokerage and research services a
commission for executing a portfolio transaction for the Fund which is in
excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if, but only if, the Sub-Adviser
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 the
overall responsibilities of the Sub-Adviser to its discretionary clients,
including the Fund. In addition, the Sub-Adviser is authorized to allocate
purchase and sale orders for securities to brokers or dealers (including
brokers and dealers and FCMs that are affiliated with the Adviser,
Sub-Adviser or the Trust's principal underwriter) and to take into account
the sale of shares of the Trust if the Sub-Adviser believes that the
quality of the transaction and the commission are comparable to what they
would be with other qualified firms. In no instance, however, will the
Fund's Assets be purchased from or sold to the Adviser, Sub-Adviser, the
Trust's principal underwriter, or any affiliated person of either the
Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as
principal in the transaction, except to the extent permitted by the
Securities and Exchange Commission ("SEC") and the 1940 Act. Without
limiting the foregoing, the Sub-Adviser may engage in agency transactions
with any of its affiliated broker-dealers, subject to best execution, in
accordance with Section 11(a) of the Securities Exchange Act of 1934 and
Rule 11a2-2(T) thereunder, Section 17(e) of the Act and Rule 17e-1
thereunder and other applicable laws and regulations.
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The Adviser hereby agrees and consents that the Sub-Adviser and its
affiliates are authorized to execute agency cross transactions
(collectively "Cross transactions") for the Fund provided such transactions
comply with the Rule 206(3)-2 under the Investment Advisers Act of 1940
("Advisers Act"), Rule 17e-1 under the 1940 Act and any other applicable
laws or regulations. Cross transactions are transactions which may be
effected by the Sub-Adviser or its affiliates acting as broker for both the
Fund and the counterparty to the transaction. Cross transactions enable the
Sub-Adviser to purchase or sell a block of securities for an account at a
set price and possibly avoid an unfavorable price movement that may be
created through entrance into the market with such purchase or sell order.
However, the Adviser should note that the Sub-Adviser has a potentially
conflicting division of loyalties and responsibilities regarding both
parties to Cross transactions and that the Sub-Adviser, or any of its
affiliates, if acting as broker, may receive commissions from both parties
to such transactions. The Sub-Adviser acknowledges that it is prohibited
from recommending any Cross transaction to clients on both sides of the
transaction and understands that its authority as the Sub-Adviser to
execute Cross transactions for the Account is terminable at will without
penalty, effective upon receipt by the Sub-Adviser of written notice from
the Fund, and that the failure to terminate such authorization will result
in its continuation.
In connection with any Cross transactions, the Sub-Adviser will provide the
Adviser with a written confirmation of the transaction that includes the
information required by Rule 206(3)-2(a)(2) of the Advisers Act. In
addition, quarterly, the Sub-Adviser will provide the Fund with a written
disclosure statement that includes the information required by Rule
206(3)-2(a)(3) and other reports or information that the Fund or Adviser
may reasonably request, including information equivalent to that required
for transactions executed in reliance on Rule 17e-1.
(d) The Sub-Adviser shall maintain all books and records with respect to
transactions involving the Assets required by subparagraphs (b)(5), (6),
(7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act.
The Sub-Adviser shall provide to the Adviser or the Board of Trustees such
periodic and special reports, balance sheets or financial information, and
such other information with regard to its affairs as the Adviser or Board
of Trustees may reasonably request.
The Sub-Adviser shall keep the books and records relating to the Assets
required to be maintained by the Sub-Adviser under this Agreement and shall
timely furnish to the Adviser all information relating to the Sub-Adviser's
services under this Agreement needed by the Adviser to keep the other books
and records of the Fund required by Rule 31a-1 under the 1940 Act. The
Sub-Adviser shall also furnish to the Adviser any other information
relating to the Assets that is required to be filed by the Adviser or the
Trust with the SEC or sent to shareholders under the 1940 Act (including
the rules adopted thereunder) or any exemptive or other relief that the
Adviser or the Trust obtains from the SEC. The Sub-Adviser agrees that all
records that it maintains on behalf of the Fund are property of the Fund
and the Sub-Adviser will surrender promptly to the Fund any of such records
upon the Fund's request; provided, however, that the Sub-Adviser may
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retain a copy of such records. In addition, for the duration of this
Agreement, the Sub-Adviser shall preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act any such records as are required to be
maintained by it pursuant to this Agreement, and shall transfer said
records to any successor sub-adviser upon the termination of this Agreement
(or, if there is no successor sub-adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Fund's custodian on each business day
with information relating to all transactions concerning the Fund's Assets
and shall provide the Adviser with such information upon request of the
Adviser.
(f) The investment management services provided by the Sub-Adviser under this
Agreement are not to be deemed exclusive and the Sub-Adviser shall be free
to render similar services to others, as long as such services do not
impair the services rendered to the Adviser or the Trust.
(g) The Sub-Adviser shall promptly notify the Adviser of any financial
condition that is likely to impair the Sub-Adviser's ability to fulfill its
commitment under this Agreement.
(h) The Sub-Adviser shall review all proxy solicitation materials and be
responsible for voting and handling all proxies in relation to the
securities held as Assets in the Fund consistent with the Sub-Adviser's
proxy voting guidelines and procedures. The Adviser shall instruct the
custodian and other parties providing services to the Fund to promptly
forward misdirected proxies to the Sub-Adviser.
Services to be furnished by the Sub-Adviser under this Agreement may be
furnished through the medium of any of the Sub-Adviser's control
affiliates, partners, officers or employees.
2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility
for all services to be provided to the Fund pursuant to the Advisory
Agreement and shall oversee and review the Sub-Adviser's performance of its
duties under this Agreement; provided, however, that in connection with its
management of the Assets, nothing herein shall be construed to relieve the
Sub-Adviser of responsibility for compliance with the Trust's Declaration
of Trust (as defined herein), the Prospectus, the instructions and
directions of the Board of Trustees of the Trust, the requirements of the
1940 Act, the Code, and all other applicable federal and state laws and
regulations, as each is amended from time to time.
3. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser
represents, warrants and agrees that:
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(a) The Adviser has been duly authorized by the Board of Trustees of the Fund
to delegate to the Sub-Adviser the provision of investment services to the
Fund as contemplated hereby.
(b) The Adviser is registered as an investment adviser under the Advisers Act
and will continue to be so registered for so long as this Agreement remains
in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from
performing the services contemplated by this Agreement; (iii) has met, and
will continue to meet for so long as this Agreement remains in effect, any
other applicable federal or state requirements, or the applicable
requirements of any regulatory or industry self-regulatory organization,
necessary in order to perform the services contemplated by this Agreement;
(iv) has the authority to enter into and perform the services contemplated
by this Agreement; and (v) will immediately notify the other party to the
Agreement of the occurrence of any event that would disqualify it from
serving as an investment adviser of any investment company pursuant to
Section 9(a) of the 1940 Act or otherwise.
(c) The Adviser represents and warrants that the Trust (including the Fund) is
duly registered as an open-end investment company under the 1940 Act and
shall promptly notify the Sub-Adviser if the Trust (including the Fund) is
no longer so registered or covered by an applicable exemption from
registration.
4. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE SUB-ADVISER. The
Sub-Adviser represents, warrants and agrees that:
(a) The Sub-Adviser is registered as an investment adviser under the Advisers
Act and will continue to be so registered for so long as this Agreement
remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers
Act from performing the services contemplated by this Agreement; (iii) has
met, and will continue to meet for so long as this Agreement remains in
effect, any other applicable federal or state requirements, or the
applicable requirements of any regulatory or industry self-regulatory
organization, necessary in order to perform the services contemplated by
this Agreement; (iv) has the authority to enter into and perform the
services contemplated by this Agreement; and (v) will immediately notify
the other party to the Agreement of the occurrence of any event that would
disqualify it from serving as an investment adviser of any investment
company pursuant to Section 9(a) of the 1940 Act or otherwise.
(b) The Sub-Adviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act.
5. USE OF XXXXXXX XXXXX NAME. It is understood that the name "Xxxxxxx, Sachs &
Co." or "Xxxxxxx Xxxxx" or any derivative thereof, any tradename,
trademark, trade device, service xxxx, symbol or logo associated with those
name are the valuable property of the Sub-Adviser and that the Adviser has
the right to use such name (or derivative or logo), in offering materials
or promotional or sales-related materials of the Fund, only with the prior
written approval of the Sub-Adviser, such approval not to be unreasonably
withheld, and for so long as the Sub-Adviser is Sub-Adviser of the Fund.
Notwithstanding the foregoing, the Sub-Adviser's approval is not required
when
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(i) previously approved materials are re-issued with minor modifications,
(ii) the Adviser and Sub-Adviser identify materials which they jointly
determine do not require the Sub-Adviser's approval and (iii) used as
required to be disclosed in the registration statement of the Fund. Upon
termination of this Agreement, the Fund and the Adviser shall forthwith
cease to use such name (or derivative or logo), although the Adviser may
continue to use such name (or derivative or logo) as permitted by other
then current sub-advisory agreements in which the Adviser and Sub-Adviser
have executed.
6. TAX COMPLIANCE TESTS. The Adviser shall be responsible for performing
compliance tests to monitor the Fund's compliance with subchapter M of the
Internal Revenue Code ("IRC") and Section 817(h) of the IRC.
7. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following
documents:
(a) The Trust's Agreement and Declaration of Trust, as filed with the Secretary
of State of the Commonwealth of Massachusetts (such Agreement and
Declaration of Trust, as in effect on the date of this Agreement and as
amended from time to time, herein called the "Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the
"By-Laws"); and
(c) Prospectus of the Fund.
8. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by the
Sub-Adviser pursuant to this Agreement, the Adviser will pay the
Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation
therefor, a sub-advisory fee at the rate specified in Schedule B which is
attached hereto and made part of this Agreement. The fee will be calculated
based on the average daily value of the Assets under the Sub-Adviser's
management and will be paid to the Sub-Adviser monthly. Except as may
otherwise be prohibited by law or regulation (including any then current
SEC staff interpretation), the Sub-Adviser may, in its discretion and from
time to time, waive a portion of its fee.
9. INDEMNIFICATION; LIMITATION OF LIABILITY. The Sub-Adviser shall indemnify
and hold harmless the Adviser from and against any and all claims, losses,
liabilities, damages or litigation (including reasonable attorney's fees
and other related expenses) incurred by the Adviser caused by the willful
misconduct, gross negligence, or material breach of this Agreement by Sub
Adviser, provided, however, that the Sub-Adviser's obligation under this
Paragraph 8 shall be reduced to the extent that the claim against, or the
loss, liability, damage or litigation experienced by the Adviser, is caused
by or is otherwise directly related to the Adviser's own willful
misfeasance, bad faith or gross negligence, or to the reckless disregard of
its duties under this Agreement.
The Adviser shall indemnify and hold harmless the Sub-Adviser from and
against any and all claims, losses, liabilities, damages or litigation
(including reasonable attorney's
6
fees and other related expenses) incurred by the Sub-Adviser caused by (i)
the willful misconduct, gross negligence, or material breach of this
Agreement by the Adviser; and (ii) any untrue statement or alleged untrue
statement of a material fact contained in the Prospectus covering shares of
the Fund, all marketing materials and advertising, or any amendment thereof
or any supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statement therein not misleading, unless such statement or omission was
made in reliance upon written information furnished to the Fund or the
Adviser by the Sub-Adviser, provided, however, that the Adviser's
obligation under this Paragraph 9 shall be reduced to the extent that the
claim against, or the loss, liability, damage or litigation experienced by
the Sub-Adviser, is caused by or is otherwise directly related to the
Sub-Adviser's own willful misfeasance, bad faith or gross negligence, or to
the reckless disregard of its duties under this Agreement.
Without limiting the foregoing, the Sub-Adviser shall have no liability for
any act or omission taken by the Adviser, another sub-adviser, or any other
third party, in respect of the non-GSAM Portion of the Fund.
10. DURATION AND TERMINATION. This Agreement shall become effective upon
approval by the Trust's Board of Trustees and its execution by the parties
hereto. Pursuant to the exemptive relief obtained in the SEC Order dated
April 29, 1996, Investment Company Act Release No. 21921, approval of the
Agreement by a majority of the outstanding voting securities of the Fund is
not required, and the Sub-Adviser acknowledges that it and any other
sub-adviser so selected and approved shall be without the protection (if
any) accorded by shareholder approval of an investment adviser's receipt of
compensation under Section 36(b) of the 1940 Act.
This Agreement shall continue in effect for a period of more than two years
from the date hereof only so long as continuance is specifically approved
at least annually in conformance with the 1940 Act; provided, however, that
this Agreement may be terminated with respect to the Fund (a) by the Fund
at any time, without the payment of any penalty, by the vote of a majority
of Trustees of the Trust or by the vote of a majority of the outstanding
voting securities of the Fund, (b) by the Adviser at any time, without the
payment of any penalty, on not more than 60 days' nor less than 30 days'
written notice to the Sub-Adviser, or (c) by the Sub-Adviser at any time,
without the payment of any penalty, on 90 days' written notice to the
Adviser. This Agreement shall terminate automatically and immediately in
the event of its assignment, or in the event of a termination of the
Advisory Agreement with the Trust. As used in this Paragraph 10, the terms
"assignment" and "vote of a majority of the outstanding voting securities"
shall have the respective meanings set forth in the 1940 Act and the rules
and regulations thereunder, subject to such exceptions as may be granted by
the SEC under the 1940 Act.
11. GOVERNING LAW. This Agreement shall be governed by the internal laws of the
Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however, that nothing herein shall be construed as
being inconsistent with the 1940 Act.
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12. SEVERABILITY. Should any part of this Agreement be held invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors.
13. NOTICE: Any notice, advice or report to be given pursuant to this Agreement
shall be deemed sufficient if delivered or mailed by registered, certified
or overnight mail, postage prepaid addressed by the party giving notice to
the other party at the last address furnished by the other party:
To the Adviser at: SEI Investments Management Corporation
Xxx Xxxxxxx Xxxxxx Xxxx
Xxxx, XX 00000
Attention: Legal Department
To the Sub-Adviser at: Xxxxxxx Xxxxx Asset Management
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Office of the General Counsel
14. NON-HIRE/NON-SOLICITATION. The Sub-Adviser hereby agrees that so long as
the Sub-Adviser provides services to the Adviser or the Trust and for a
period of one year following the date on which the Sub-Adviser ceases to
provide services to the Adviser and the Trust, the Sub-Adviser shall not
for any reason, directly or indirectly, on the Sub-Adviser's own behalf or
on behalf of others, hire any person employed by the Adviser, whether or
not such person is a full-time employee or whether or not any person's
employment is pursuant to a written agreement or is at-will. The
Sub-Adviser further agrees that, to the extent that the Sub-Adviser
breaches the covenant described in this paragraph, the Adviser shall be
entitled to pursue all appropriate remedies in law or equity.
15. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject matter.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
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In the event the terms of this Agreement are applicable to more than one
portfolio of the Trust (for purposes of this Paragraph 15, each a "Fund"),
the Adviser is entering into this Agreement with the Sub-Adviser on behalf
of the respective Funds severally and not jointly, with the express
intention that the provisions contained in each numbered paragraph hereof
shall be understood as applying separately with respect to each Fund as if
contained in separate agreements between the Adviser and Sub-Adviser for
each such Fund. In the event that this Agreement is made applicable to any
additional Funds by way of a Schedule executed subsequent to the date first
indicated above, provisions of such Schedule shall be deemed to be
incorporated into this Agreement as it relates to such Fund so that, for
example, the execution date for purposes of Paragraph 10 of this Agreement
with respect to such Fund shall be the execution date of the relevant
Schedule.
16. MISCELLANEOUS.
(a) A copy of the Declaration of Trust is on file with the Secretary of State
of the Commonwealth of Massachusetts, and notice is hereby given that the
obligations of this instrument are not binding upon any of the Trustees,
officers or shareholders of the Fund or the Trust.
(b) Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order of
the SEC, whether of special or general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.
SEI INVESTMENTS MANAGEMENT CORPORATION XXXXXXX SACHS ASSET MANAGEMENT, a
business unit of the Investment
Management Division of Xxxxxxx, Xxxxx &
Co.
By: /s/Xxxx Xxxxxxxxx By: /s/Xxxxx XxXxxxxx
Name: Xxxx Xxxxxxxxx Name: Xxxxx XxXxxxxx
Title: Vice President Title: Managing Director
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SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
XXXXXXX SACHS ASSET MANAGEMENT,
a business unit of the Investment Management Division of Xxxxxxx, Xxxxx & Co.
AS OF JANUARY 24, 2003
SEI INSURANCE PRODUCTS TRUST
SEI VP LARGE CAP GROWTH FUND
10
SCHEDULE B
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
XXXXXXX SACHS ASSET MANAGEMENT,
a business unit of the Investment Management Division of Xxxxxxx, Xxxxx & Co.
AS OF JANUARY 24, 2003
Pursuant to Paragraph 8, the Adviser shall pay the Sub-Adviser compensation at
an annual rate as follows:
SEI INSURANCE PRODUCTS TRUST
SEI VP LARGE CAP GROWTH FUND X.XX%
Agreed and Accepted:
SEI INVESTMENTS MANAGEMENT CORPORATION XXXXXXX SACHS ASSET MANAGEMENT, a
business unit of the Investment
Management Division of Xxxxxxx, Xxxxx &
Co.
By: /s/Xxxx Xxxxxxxxx By: /s/Xxxxx XxXxxxxx
Name: Xxxx Xxxxxxxxx Name: Xxxxx XxXxxxxx
Title: Vice President Title: Managing Director
11
