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EXHIBIT (23)(d)(15)
INVESTMENT SUBADVISORY AGREEMENT
THIS INVESTMENT SUBADVISORY AGREEMENT (the "Agreement"), by and between
MARKET STREET INVESTMENT MANAGEMENT COMPANY (formerly "Providentmutual
Investment Management Company"), a Pennsylvania corporation (the "Adviser"), and
WESTERN ASSET MANAGEMENT COMPANY, a California corporation (the "Subadviser"),
made as of the date that Market Street Fund, Inc., a Maryland corporation,
reorganizes and redomesticates into Market Street Fund, a Delaware business
trust and effective with respect to a Portfolio of Market Street Fund as
specified in this Agreement.
The Adviser and Subadviser agree as follows:
1. APPOINTMENT OF SUBADVISER. The Adviser hereby engages the services of the
Subadviser in connection with the Adviser's management of one or more of the
portfolios of MARKET STREET FUND (the "Fund") specified in an appendix to this
Agreement (each, a "Portfolio"), as this appendix may be amended from time to
time under this Agreement ("Appendix A"). Pursuant to this Agreement and subject
to the oversight and supervision by the Adviser and the Fund's Board of Trustees
(the "Board") and officers, the Subadviser shall manage the investment and
reinvestment of all or a portion of the Portfolio's assets (collectively, the
"Portfolio Segment") that the Adviser shall, from time to time, direct and that
the Subadviser shall accept.
2. ACCEPTANCE OF APPOINTMENT BY SUBADVISER. The Subadviser hereby accepts the
engagement by the Adviser in the foregoing capacity and agrees, at the
Subadviser's own expense, to render the services set forth herein and to provide
the office space, furnishings, equipment, and personnel required by the
Subadviser to perform these services on the terms and for the compensation
provided in this Agreement.
3. SERVICES TO BE PROVIDED BY SUBADVISER. In particular, the Subadviser shall
furnish continuously an investment program for a Portfolio Segment and shall
determine from time to time in the Subadviser's discretion the securities and
other investments to be purchased or sold or exchanged and what portions of the
Portfolio Segment shall be held in various securities, cash, or other
investments. In this connection, the Subadviser shall provide the Adviser, and
the Fund's Board and officers, with any reports and documentation as the
Adviser, and Fund's Board and officers shall reasonably request regarding the
Subadviser's management of the Portfolio Segment assets. The Subadviser shall
not delegate any of the Subadviser's duties under this Agreement to any other
subadviser without the consent and approval of the Fund's Board and a majority
of those trustees who are not parties to this Agreement or "interested persons"
of any party; provided, that, in the event the Subadviser is authorized to so
delegate, the Subadviser shall retain overall responsibility for these delegated
powers and functions and any and all obligations and liabilities in connection
therewith.
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4. COMPLIANCE BY SUBADVISER WITH PORTFOLIO POLICIES AND APPLICABLE LAW. The
Subadviser shall carry out the Subadviser's responsibilities under this
Agreement in compliance with: (a) a Portfolio's investment objective, policies,
and restrictions, as set forth in the Fund's current registration statement, as
amended from time to time; (b) any policies or directives as the Fund's Board
may from time to time establish or issue and communicate to the Adviser in
writing; and (c) applicable law and related regulations. The Adviser shall
promptly notify the Subadviser in writing of changes to (a) or (b) above and
shall notify the Subadviser in writing of changes to (c) above promptly after
the Adviser becomes aware of these changes.
5. SUBADVISER'S DUTIES REGARDING PORTFOLIO TRANSACTIONS.
(a) PLACEMENT OF ORDERS. The Subadviser shall take all actions the
Subadviser considers necessary to implement the investment policies of
a Portfolio, and, in particular, to place all orders for the purchase
or sale of securities or other investments for the Portfolio Segment
with brokers or dealers the Subadviser selects, and, to that end, the
Subadviser is authorized as the Fund's agent to give instructions to
the Fund's custodian as to deliveries of securities or other
investments and payments of cash for the Portfolio's account. In
connection with the selection of brokers or dealers and the placement
of purchase and sale orders, the Subadviser is directed at all times
to seek to obtain best execution and price within the policy
guidelines determined by the Fund's Board and set forth in the Fund's
current registration statement.
(b) SELECTION OF BROKERS AND DEALERS. To the extent permitted by the
policy guidelines set forth in the Fund's current registration
statement, in the selection of brokers and dealers to execute
portfolio transactions, the Subadviser is authorized to consider not
only the available prices and rates of brokerage commissions, but also
other relevant factors, which may include, without limitation: the
execution capabilities of the brokers and dealers; the research,
custody, and other services provided by the brokers and dealers that
the Subadviser believes will enhance the Subadviser's general
portfolio management capabilities; the size of the transaction; the
difficulty of execution; the operational facilities of these brokers
and dealers; the risk to this broker or dealer of positioning a block
of securities; and the overall quality of brokerage and research
services provided by these brokers and dealers. In connection with the
foregoing, the Subadviser is specifically authorized to pay those
brokers and dealers who provide brokerage and research services to the
Subadviser, a higher commission than that charged by other brokers and
dealers if the Subadviser determines in good faith that the amount of
the commission is reasonable in relation to the value of these
services in terms of either the particular transaction or in terms of
the Subadviser's overall responsibilities with respect to the
Portfolio Segment and to any other client accounts or portfolios that
the Subadviser advises. The execution of these transactions shall not
be considered to represent an unlawful breach of any duty created by
this Agreement or otherwise.
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(c) SOFT DOLLAR ARRANGEMENTS. On an ongoing basis, but not less often
than annually, the Subadviser shall identify and provide a written
description to the Adviser and Fund of all "soft dollar" arrangements
that the Subadviser maintains with respect to a Portfolio Segment or
with brokers or dealers that execute transactions for the Portfolio
Segment. Prior to the commencement of the active management of the
Portfolio Segment, and periodically thereafter, but not less often
than annually, the Subadviser shall provide the Adviser and Fund with
a written description of all arrangements with third parties and other
individuals, entities, brokers, or money management firms that have or
may receive or share in the payment of fees for services in connection
with securing or continuing this Agreement.
(d) AGGREGATED TRANSACTIONS. The Subadviser also is authorized to
aggregate purchase and sale orders for securities held (or to be held)
in a Portfolio Segment with similar orders being made on the same day
for other client accounts or portfolios that the Subadviser manages.
When an order is so aggregated: (a) the actual prices applicable to
the aggregated transaction will be averaged, and the Portfolio Segment
and each other account or portfolio participating in the aggregated
transaction shall be treated as having purchased or sold the
Portfolio's portion of the securities at this average price; and (b)
all transaction costs incurred in effecting the aggregated transaction
shall be shared on a pro-rata basis among the accounts or portfolios
(including the Portfolio Segment) participating in the transaction.
When recommending or effecting a transaction in a particular security
or investment for more than one client account or portfolio (including
the Portfolio Segment), the Subadviser may allocate the
recommendations or transactions among all accounts and portfolios for
whom the recommendation is made or transaction is effected on a basis
that the Subadviser considers equitable. The Adviser recognizes that
in some cases this procedure may adversely affect the size of the
position obtainable for a Portfolio Segment.
6. NON-EXCLUSIVITY OF SUBADVISER'S SERVICES. The Subadviser's services under
this Agreement are not exclusive. The Subadviser may provide the same or similar
services to other clients. The Adviser acknowledges that, except when
transactions for multiple clients are aggregated, transactions in a specific
security or other investment may not be recommended or executed at the same time
or price for all client accounts or portfolios (including a Portfolio Segment)
for which that security or investment is recommended or executed. This Agreement
does not require the Subadviser to give priority to a Portfolio Segment over
other client accounts or portfolios. The Subadviser shall for all purposes
herein be deemed to be an independent contractor and shall, unless otherwise
expressly provided or authorized, have no authority to act for or represent the
Adviser, the Fund, or a Portfolio or otherwise be deemed an agent of the
Adviser, the Fund, or the Portfolio.
7. DELEGATION OF PROXY VOTING RIGHTS. The Adviser delegates the Adviser's
discretionary authority to exercise voting rights with respect to the securities
and other investments in a Portfolio Segment to the Subadviser. The Subadviser
shall exercise these voting rights unless
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and until the Adviser revokes this delegation in writing. The Adviser may revoke
this delegation at any time without cause. The Subadviser shall maintain and
preserve a record, in an easily accessible place for a period of not less than
three (3) years, of the Subadviser's voting procedures, and of the Subadviser's
actual votes, and the Subadviser shall supply this record to the Adviser, or any
authorized representative of the Adviser, upon the written request of the
Adviser or the Adviser's authorized representative, as appropriate.
8. AFFILIATED BROKERS.
The Subadviser or any of the Subadviser's affiliates may act as broker in
connection with the purchase or sale of securities or other investments for a
Portfolio Segment, subject to: (a) the requirement that the Subadviser seek to
obtain best execution and price within the policy guidelines determined by the
Fund's Board and set forth in the Fund's current registration statement; (b) the
provisions of the Investment Advisers Act of 1940, as amended (the "Advisers
Act"); (c) the provisions of the Securities Exchange Act of 1934, as amended,
including, but not limited to, Section 11(a) thereof; and (d) other applicable
provisions of law. These brokerage services are not within the scope of the
duties of the Subadviser under this Agreement. Subject to the requirements of
applicable law and any procedures adopted by Fund's Board, the Subadviser or the
Subadviser's affiliate may receive brokerage commissions, fees, or other
remuneration from the Portfolio or the Fund for these services in addition to
the Subadviser's fees for services under this Agreement.
9. CUSTODY. Nothing in this Agreement shall require the Subadviser to take or
receive physical possession of cash, securities, or other investments of a
Portfolio Segment.
10. REGISTRATION OF SUBADVISER. The Subadviser is registered as an investment
adviser with the U.S. Securities and Exchange Commission under the Advisers Act.
The Subadviser shall remain so registered throughout the term of this Agreement
and shall notify the Adviser immediately if the Subadviser ceases to be so
registered as an investment adviser.
11. REPRESENTATIONS AND COVENANTS OF SUBADVISER.
(a) The Subadviser: (a) is duly organized and validly existing
under California law with the power to own and possess the Subadviser's
assets and carry on the Subadviser's business as this business is now
being conducted; (b) has the authority to enter into and perform the
services contemplated by this Agreement; (c) is not prohibited by the
Investment Company Act of 1940, as amended (the "1940 Act"), or the
Advisers Act from performing the services contemplated by this
Agreement; (d) has met, and shall continue to seek to meet for the
duration of this Agreement, any other applicable federal or state
requirements, or the applicable requirements of any regulatory or
industry self-regulatory agency, necessary to be met in order to
perform the services contemplated by this Agreement; and (e) shall
promptly notify the Adviser of the occurrence of any event that would
disqualify the Subadviser from serving as an investment adviser to an
investment company pursuant to Section 9(a) of the 1940 Act.
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(b) The Subadviser shall manage the amounts in a Portfolio in
accordance with the prospectus and statement of additional information,
with respect to the Portfolio, and in compliance with Section 817(h) of
the United States Internal Revenue Code of 1986, as amended (the
"Code"), to the extent applicable, and United States Treasury
Regulation Section 1.817-5; furthermore, the Subadviser shall promptly
inform the Adviser and Fund if any information in the prospectus or
statement of additional information, with respect to the Portfolio, or
if any action relating to the Subadviser or the Subadviser's services
to the Portfolio is (or will become) inaccurate, incomplete, or no
longer compliant with Code Section 817(h) or Section 1.817-5, supra.
12. REPRESENTATIONS AND COVENANTS OF ADVISER. The Adviser: (a) is duly organized
and validly existing under Pennsylvania law with the power to own and possess
the Adviser's assets and carry on the Adviser's business as this business is now
being conducted; (b) has the authority to enter into and perform the services
contemplated by this Agreement; (c) is not prohibited by the 1940 Act or the
Advisers Act from performing the services and other matters contemplated by this
Agreement; (d) has met, and shall continue to seek to meet for the duration of
this Agreement, any other applicable federal or state requirements, or the
applicable requirements of any regulatory or industry self-regulatory agency,
necessary to be met by the Adviser in order to perform the services and other
matters contemplated by this Agreement; and (e) shall promptly notify the
Subadviser of the occurrence of any event that would disqualify the Adviser from
serving as an investment adviser to an investment company pursuant to Section
9(a) of the 1940 Act. The Adviser represents that the Fund is (and during the
term of this Agreement, will remain) registered as an open-end management
investment company under the 1940 Act and that the Fund's shares representing an
interest in a Portfolio are (and during the term of this Agreement will remain)
registered under the Securities Act of 1933 and under any applicable state
securities laws. Adviser acknowledges that prior to its execution and delivery
of this Agreement it received a copy of Part II of the Subadviser's Form ADV or
a brochure meeting the requirements of Rule 204-3 under the 1940 Act which
describes the services provided by the Subadviser and certain additional
information about the Subadviser. If such form or brochure was not received at
least 48 hours prior to the execution of this Agreement, Adviser shall be
entitled to terminate this Agreement without obligation within five days of
execution.
13. SUBADVISER CODE OF ETHICS. The Subadviser certifies that the Subadviser has
adopted a written code of ethics complying with the requirements of Rule 17j-1
under the 1940 Act, and that the Subadviser has instituted procedures reasonably
necessary to prevent Access Persons from violating the Subadviser's code of
ethics. The Subadviser shall provide the Adviser and the Fund with a copy of
that code, together with evidence of the code's adoption. Within twenty (20)
calendar days of the end of each calendar quarter during which this Agreement
remains in effect, the president or a senior officer of the Subadviser shall
certify to the Adviser or the Fund that the Subadviser has complied with the
requirements of Rule 17j-1 during the previous quarter and that there have been
no violations of the Subadviser's code of ethics or, if a violation has
occurred, that appropriate action has been taken in response to the violation;
provided, that, no less frequently than annually, the appropriate officer of the
Subadviser shall furnish a written report to the Adviser that complies with the
requirements of Rule 17j-1 with respect to these reports regarding issues,
material violations, and any related sanctions in connection with the
administration of the code of ethics, or as otherwise required pursuant to Rule
17j-1.
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14. FEE PROVISIONS.
(a) FEE. For the services rendered, the facilities furnished, and the
expenses assumed by the Subadviser, the Adviser shall pay the
Subadviser quarterly fees, in arrears, based on the combined net assets
of all Portfolio Segments managed by the Subadviser, calculated daily
at the annual rate specified in an appendix to this Agreement, as this
appendix may be amended from time to time under this Agreement
("Appendix B"). The Subadviser's fee shall be accrued daily at 1/365th
of the applicable annual rate set forth in Appendix B. For the purpose
of accruing compensation, the net assets of a Portfolio Segment shall
be determined in the manner and on the dates set forth in the Fund's
current prospectus, and, on days on which the net assets are not so
determined, the net asset value computation to be used shall be as
determined on the immediately preceding day on which the net assets
were determined.
(b) SPECIAL FEE PROVISIONS. In the event of termination of this
Agreement, all compensation due through the date of termination will be
calculated on a pro-rated basis through the date of termination and
paid within thirty (30) business days of the date of termination.
During any period when the determination of net asset value is
suspended, the net asset value of the Portfolio as of the last business
day prior to the suspension shall for this purpose be deemed to be the
net asset value at the close of each succeeding business day until the
Portfolio's net asset value is again determined.
15. RECORDS.
(a) MAINTENANCE OF RECORDS. The Subadviser hereby undertakes and agrees
to maintain, in the form and for the period required by Rule 31a-2
under the 1940 Act, all records relating to a Portfolio Segment's
investments that are required to be maintained by the Fund pursuant to
the requirements of paragraphs (b)(5), (b)(6), (b)(7), (b)(9), (b)(10),
and (f) of Rule 31a-1 under the 1940 Act.
(b) OWNERSHIP OF RECORDS. The Subadviser agrees that all books and
records that the Subadviser maintains for a Portfolio or the Fund are
the Fund's property and further agrees to surrender promptly to the
Adviser or the Fund any books, records, or information upon the
Adviser's or the Fund's request; provided, however, that the Subadviser
may retain copies of the record. All the requested books and records
shall be made available, within five (5) business days of a written
request, to the Fund's accountants or auditors during regular business
hours at the Subadviser's offices. The Adviser and the Fund or either
of the Adviser's or Fund's authorized representatives shall have the
right to copy any records in the possession of the Subadviser that
pertain to the Portfolio or the Fund. These records, information, or
reports shall be made available to properly
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authorized government representatives consistent with state and federal
law and/or regulations. In the event of the termination of this
Agreement, all these books, records, or other information shall be
returned to the Adviser or the Fund. The Subadviser agrees that the
policies and procedures the Subadviser has established for managing a
Portfolio Segment, including, but not limited to, all policies and
procedures designed to ensure compliance with federal and state
regulations governing the Subadviser/client relationship and management
and operation of the Portfolio, shall be made available for inspection
by the Adviser and the Fund or either of the Adviser's or Fund's
authorized representatives not less frequently than annually.
16. CONFIDENTIALITY.
(a) NON-DISCLOSURE BY SUBADVISER. The Subadviser agrees that the
Subadviser will not disclose or use any records or confidential
information obtained pursuant to this Agreement in any manner
whatsoever, except as authorized in this Agreement or specifically by
the Adviser or the Fund, or if this disclosure or use is required by
federal or state regulatory authorities or by a court.
(b) NON-DISCLOSURE EXCEPTIONS. The Subadviser may disclose the
investment performance of a Portfolio and the Portfolio Segment;
provided, that the disclosure does not reveal the identity of the
Adviser, the Portfolio, or the Fund. The Subadviser may, however,
disclose that the Adviser, the Fund and a Portfolio are the Subadviser's
clients; provided, that the disclosure does not reveal the investment
performance or the composition of the Portfolio Segment.
17. LIMITATION OF LIABILITY OF SUBADVISER. In the absence of willful
misfeasance, bad faith, or gross negligence on the part of the Subadviser or
Subadviser's directors, officers, or employees, or reckless disregard by the
Subadviser of the Subadviser's duties under this Agreement (together, "disabling
conduct"), the Subadviser shall not be liable to the Adviser, a Portfolio, or
the Fund, or to any shareholder of the Portfolio for any act or omission in the
course of, or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding, or sale of any security or other
investment, except to the extent otherwise provided in Section 36(b) of the 1940
Act concerning loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services.
18. SUBADVISER TO INDEMNIFY ADVISER. The Subadviser agrees to indemnify and
defend the Adviser, the Adviser's directors, officers, partners, employees, and
any person who controls the Adviser for any loss or expense (including
attorney's fees) arising out of any claim, demand, action, suit, or proceeding
arising out of any actual or alleged material misstatement or omission in the
Fund's registration statement, any proxy statement, or communication to current
or prospective investors in the Portfolio relating to disclosure about the
Subadviser in writing provided to the Adviser or the Fund by the Subadviser in
writing.
19. ADVISER TO INDEMNIFY SUBADVISER. The Adviser agrees to indemnify and defend
the Subadviser, the Subadviser's directors, officers, partners, employees, and
any person who
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controls the Subadviser for any loss or expense (including attorney's fees)
arising out of any claim, demand, action, suit, or proceeding arising out of any
actual or alleged material misstatement or omission in the Fund's registration
statement, any proxy statement, or other communication to current or prospective
investors in the Portfolio (other than a misstatement or omission relating to
disclosure about the Subadviser provided to the Adviser or the Fund by the
Subadviser).
20. DOCUMENT DELIVERY AND REVIEW. The Adviser shall furnish the Subadviser with
copies of the Fund's prospectus and statement of additional information, proxy
statements, sales literature, or any other material prepared for distribution to
its shareholders, or the public that refer in any way to the Subadviser, and
shall not use such material if the Subadviser reasonably objects in writing
within three (3) business days or such other time as may be agreed to by the
parties in writing after receipt thereof, as soon as practicable after such
documents become available. The Adviser shall ensure that materials prepared by
employees or agents of the Adviser that refer to the Subadviser in any way are
consistent with those materials previously approved by the Subadviser, as
referenced in the preceding sentence. The Adviser shall furnish the Subadviser
with any further documents, materials, or information that the Subadviser may
reasonably request in writing to perform the Subadviser's duties pursuant to
this Agreement.
21. EFFECTIVENESS. This Agreement shall not become effective with respect to a
Portfolio until the Agreement is approved by the Fund's Board, including a
majority of trustees who are not parties to this Agreement or "interested
persons" of any party to this Agreement, and, to the extent required by law, a
majority of the outstanding shares of the Portfolio. Subject to receipt of all
necessary approvals, this Agreement shall be effective as of the date, and for
the term, provided in Appendix A with respect to a Portfolio.
22. TERMINATION. This Agreement may be terminated with respect to a Portfolio at
any time without the payment of any penalty, by the Fund's Board, or by vote of
a majority of the outstanding shares of the Portfolio, on sixty (60) days
written notice to the Adviser and Subadviser, or by the Adviser or Subadviser,
on sixty (60) days written notice to the other. This Agreement shall
automatically terminate in the event of this Agreement's assignment or in the
event of the termination of the investment advisory agreement between the
Adviser and the Fund regarding the Adviser's management of the affected
Portfolio.
23. AMENDMENT. This Agreement may be amended with respect to a Portfolio in
writing by the parties only if the amendment is specifically approved by: (a) a
majority of those trustees who are not parties to this Agreement or "interested
persons" of any party cast in person at a meeting called for the purpose of
voting on the Agreement's approval; and (b) if required by applicable law, the
vote of a majority of outstanding shares of the affected Portfolio.
24. DEFINITIONS. The terms "assignment," "affiliated person," and "interested
person," when used in this Agreement, shall have the respective meanings
specified in the Section 2(a) of the 1940 Act. The term "majority of the
outstanding shares" means the lesser of (a) sixty-seven percent (67%) or more of
the shares present at a meeting if more than fifty percent (50%) of these shares
are present or represented by proxy or (b) more than fifty percent (50%) of the
outstanding shares.
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25. GOVERNING LAW. This Agreement shall be construed in accordance with
Pennsylvania law and applicable provisions of the Advisers Act and 1940 Act.
26. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule, or otherwise, the remainder of this
Agreement shall not be affected thereby.
27. COUNTERPARTS. This Agreement may be executed in counterparts, all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the date first above written.
Market Street Investment Management Company
By: /s/ Xxxxx X. Xxxxx
----------------------------
Name: Xxxxx X. Xxxxx
Title: President
ATTEST:
/s/ Xxxxx Xxxxxxxxx
----------------------------
Western Asset Management Company
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Name: Xxxxx X. Xxxxxx
Title: Director of Compliance and Controls
ATTEST:
/s/ Xxxxxx X. Xxxxx
----------------------------
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APPENDIX A
TO THE INVESTMENT SUBADVISORY AGREEMENT BETWEEN MARKET
STREET INVESTMENT MANAGEMENT COMPANY AND
WESTERN ASSET MANAGEMENT COMPANY
PORTFOLIO(S) EFFECTIVE DATE AND TERM
Bond Portfolio The effective date of this Agreement with respect to this
Portfolio shall be as of the close of business on the 26th
day of January, 2001. The term of this Agreement shall
continue for two (2) years and shall thereafter continue in
effect from year to year so long as the Agreement's
continuance is specifically approved at least annually by:
(a) the Fund's Board, or by the vote of a majority of the
outstanding shares of the Portfolio, and (b) a majority of
those trustees who are not parties to this Agreement or
interested persons of any party cast in person at a meeting
called for the purpose of voting on the Agreement's approval.
Market Street Investment Management Company
By: /s/ Xxxxx X. Xxxxx Date: 1-22-01
------------------------------
Name: Xxxxx X. Xxxxx
Title: President
Western Asset Management Company
By: /s/ Xxxxx X. Xxxxxx Date: 1-23-01
------------------------------
Name: Xxxxx X. Xxxxxx
Title: Director of Compliance and Controls
X-0
00
XXXXXXXX X
TO THE INVESTMENT SUBADVISORY AGREEMENT BETWEEN MARKET
STREET INVESTMENT MANAGEMENT COMPANY AND
WESTERN ASSET MANAGEMENT COMPANY
PORTFOLIO(S) FEE
Bond Portfolio 0.20% of the combined average daily net assets,
calculated as described in Section 14 of this Agreement.
Market Street Investment Management Company
By: /s/ Xxxxx X. Xxxxx Date: 1-22-01
------------------------------
Name: Xxxxx X. Xxxxx
Title: President
Western Asset Management Company
By: /s/ Xxxxx X. Xxxxxx Date: 1-23-01
------------------------------
Name: Xxxxx X. Xxxxxx
Title: Director of Compliance and Controls
A-
