PORTFOLIO MANAGEMENT AGREEMENT For The Institutional Growth Equity Portfolio
Exhibit
(d) (24)
PORTFOLIO
MANAGEMENT AGREEMENT
For The Institutional Growth Equity Portfolio
For The Institutional Growth Equity Portfolio
AGREEMENT made this day
of ,
2008, between Xxxxxxxx Associates, LLC, a limited liability
company organized under the laws of [New York] (“Portfolio
Manager”), and The Xxxxxx Xxxxxxxxx Trust, a Delaware
statutory trust (“Trust”).
WHEREAS, the Trust is registered as an open-end, diversified,
management investment company under the Investment Company Act
of 1940, as amended (“Investment Company Act”) which
offers several series of shares of beneficial interests
(“shares”) representing interests in separate
investment portfolios; and
WHEREAS, the Trust desires to retain the Portfolio Manager to
provide a continuous program of investment management to that
portion of the assets of The Institutional Growth Equity
Portfolio of the Trust (“Portfolio”) that may, from
time to time be allocated to it by, or under the supervision of,
the Trust’s Board of Trustees, and Portfolio Manager is
willing, in accordance with the terms and conditions hereof, to
provide such services to the Trust;
NOW THEREFORE, in consideration of the promises and covenants
set forth herein and intending to be legally bound hereby, it is
agreed between the parties as follows:
1. Appointment of Portfolio
Manager. The Trust hereby retains Portfolio
Manager to provide the investment services set forth herein and
Portfolio Manager agrees to accept such appointment. In carrying
out its responsibilities under this Agreement, the Portfolio
Manager shall at all times act in accordance with the investment
objectives, policies and restrictions applicable to the
Portfolio as set forth in the then current Registration
Statement of the Trust delivered by the Trust to the Portfolio
Manager, applicable provisions of the Investment Company Act and
the rules and regulations promulgated under the Investment
Company Act and other applicable federal securities laws.
2. Duties of Portfolio
Manager. (a) Portfolio Manager shall
provide a continuous program of investment management for that
portion of the assets of the Portfolio (“Account”)
that may, from time to time be allocated to it by, or under the
supervision of, the Trust’s Board of Trustees, as indicated
in writing by an authorized officer of the Trust. It is
understood that the Account may consist of all, a portion of or
none of the assets of the Portfolio, and that the Board of
Trustees
and/or
Xxxxxx Xxxxxxxxx & Co., Inc., the Trust’s
investment adviser, has the right to allocate and reallocate
such assets to the Account at any time, and from time to time,
upon such notice to the Portfolio Manager as may be reasonably
necessary, in the view of the Trust, to ensure orderly
management of the Account or the Portfolio. The Portfolio
Manager’s responsibility for providing portfolio management
services to the Portfolio shall be limited to the Account.
(b) Subject to the general supervision of the Trust’s
Board of Trustees, Portfolio Manager shall have sole investment
discretion with respect to the Account, including investment
research, selection of the securities to be purchased and sold
and the portion of the Account, if any, that shall be held
uninvested, and the selection of brokers and dealers through
which securities transactions in the Account shall be executed.
The Portfolio Manager shall not consult with any other portfolio
manager of the Portfolio concerning transactions for the
Portfolio in securities or other assets. Specifically, and
without limiting the generality of the foregoing, Portfolio
Manager agrees that it will:
(i) advise the Portfolio’s designated custodian bank
and administrator or accounting agent on each business day of
each purchase and sale, as the case may be, made on behalf of
the Account, specifying the name and quantity of the security
purchased or sold, the unit and aggregate purchase or sale
price, commission paid, the market on which the transaction was
effected, the trade date, the settlement date, the identity of
the effecting broker or dealer
and/or such
other information, and in such manner, as may from time to time
be reasonably requested by the Trust;
(ii) maintain all applicable books and records with respect
to the securities transactions of the Account. Specifically,
Portfolio Manager agrees to maintain with respect to the Account
those records required to be maintained under
Rule 31a-1(b)(1),
(b)(5) and (b)(6) under the Investment Company Act with respect
to transactions in the Account including, without limitation,
records which reflect securities purchased or sold in the
Account, showing for each such transaction, the name and
quantity of securities, the unit and aggregate purchase or sale
price, commission paid, the market on which the transaction was
effected, the trade date, the settlement date, and the identity
of the effecting broker or dealer. Portfolio Manager will
preserve such records in the manner and for the periods
prescribed by
Rule 31a-2
under the Investment Company Act. Portfolio Manager acknowledges
and agrees that all records it maintains for the Trust are the
property of the Trust, and Portfolio Manager will surrender
promptly to the Trust any such records upon the Trust’s
request. The Trust agrees, however, that Portfolio Manager may
retain copies of those records that are required to be
maintained by Portfolio Manager
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under federal or state regulations to which it may be subject or
are reasonably necessary for purposes of conducting its business;
(iii) provide, in a timely manner, such information as may
be reasonably requested by the Trust or its designated agents in
connection with, among other things, the daily computation of
the Portfolio’s net asset value and net income, preparation
of proxy statements or amendments to the Trust’s
registration statement and monitoring investments made in the
Account to ensure compliance with the various limitations on
investments applicable to the Portfolio and to ensure that the
Portfolio will continue to qualify for the special tax treatment
accorded to regulated investment companies under Subchapter M of
the Internal Revenue Code of 1986, as amended
(“Code”); and
(iv) render regular reports to the Trust concerning the
performance of Portfolio Manager of its responsibilities under
this Agreement. In particular, Portfolio Manager agrees that it
will, at the reasonable request of the Board of Trustees, attend
meetings of the Board or its validly constituted committees and
will, in addition, make its officers and employees available to
meet with the officers and employees of the Trust at least
quarterly and at other times upon reasonable notice, to review
the investments and investment program of the Account.
3. Portfolio Transaction and
Brokerage. In placing orders for portfolio
securities with brokers and dealers, Portfolio Manager shall use
its best efforts to execute securities transactions on behalf of
the Account in such a manner that the total cost or proceeds in
each transaction is the most favorable under the circumstances.
Portfolio Manager may, however, in its discretion, direct orders
to brokers that provide to Portfolio Manager research, analysis,
advice and similar services, and Portfolio Manager may cause the
Account to pay to those brokers a higher commission than may be
charged by other brokers for similar transactions, provided that
Portfolio Manager determines in good faith that such commission
is reasonable in terms either of the particular transaction or
of the overall responsibility of the Portfolio Manager to the
Account and any other accounts with respect to which Portfolio
Manager exercises investment discretion, and provided further
that the extent and continuation of any such practice is subject
to review by the Trust’s Board of Trustees. Portfolio
Manager shall not execute any portfolio transactions for the
Trust with a broker or dealer which is an “affiliated
person” of the Trust or Portfolio Manager, including any
other investment advisory organization that may, from time to
time act as a portfolio manager for the Portfolio or any of the
Trust’s other Portfolios, except as permitted under the
Investment Company Act and rules promulgated thereunder. The
Trust shall provide a list of such affiliated brokers and
dealers to Portfolio Manager and will promptly advise Portfolio
Manager of any changes in such list.
4. Expenses and
Compensation. (a) Portfolio Manager
shall pay all of its expenses incurred in the performance of its
duties under its Agreement and shall not be required to pay any
of the expenses of the Trust. To compensate Portfolio Manager
for its services under this Agreement, the Portfolio shall pay
to the Portfolio Manager a maximum annual fee of .30% of the
average daily net assets of the Account (“Maximum
Fee”).
(b) Subject to the foregoing, the actual fee that the
Portfolio Manager shall be entitled to receive from the
Portfolio shall be the calculated based on the Combined Assets,
as hereinafter defined, of the Account and the Other Xxxxxx
Accounts, in accordance with the following schedule:
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at an Annual Fee Rate of 0.75%
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on the first $10 million of the Combined Assets; | |
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at an Annual Fee Rate of 0.50%
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on the next $30 million of the Combined Assets; | |
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at an Annual Fee Rate of 0.35%
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on the next $25 million of the Combined Assets; | |
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at an Annual Fee Rate of 0.25%
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on the next $335 million of the Combined Assets; | |
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at an Annual Fee Rate of 0.22%
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on the next $600 million of the Combined Assets; and | |
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at an Annual Fee Rate of 0.20%
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on the balance of the Combined Assets |
(c) For purposes of this Agreement:
(i) “Combined Assets” shall mean the sum of
(i) the net assets of the Account; and (ii) the net
assets of each of the Other Xxxxxx Accounts.
(ii) “Average Quarterly Net Assets” shall mean
the average of the average daily net asset values of the Account
or the average of the net asset values of the Combined Assets on
the Other Xxxxxx Accounts, as the case may be, as of the last
business day of each of the three months in the calendar
quarter. It is understood that the average daily net asset value
of the Account shall be calculated in accordance with the
policies of the Trust as set forth in the Trust’s
prospectus as it may be amended from time to time and that the
net asset value of the Other Accounts shall be calculated by the
applicable custodian or valuation agent and that income accruals
and receivables shall be included in making such calculation.
(iii) The fee payable to Xxxxxxxx by the Portfolio shall be
paid and billed in arrears based on the Average Quarterly Net
Assets of the Combined Assets during the preceding calendar
quarter. The fee payable shall be calculated by applying the
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annual rate, as set forth in the fee schedule above, to the
Average Quarterly Net Assets of the Combined Assets, and
dividing by four; and multiplying by a factor that is equal to
the proportion that the Quarterly Average Net Assets of the
Account bears to the Combined Assets.
(iv) For a calendar quarter in which this Agreement becomes
effective or terminates, the portion of the Portfolio
Manager’s fee due hereunder with respect to the Account
shall be prorated on the basis of the number of days that the
Agreement is in effect during the calendar quarter.
5. Limitation of Liability and
Indemnification. (a) Portfolio Manager
shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Portfolio or the Trust in
connection with the matters to which this Agreement relates
including, without limitation, losses that may be sustained in
connection with the purchase, holding, redemption or sale of any
security or other investment by the Trust on behalf of the
Portfolio, except a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of Portfolio Manager in
the performance of its duties or from reckless disregard by it
of its duties under this Agreement.
(b) Notwithstanding the foregoing, Portfolio Manager
expressly agrees that the Trust may rely upon: (i) the
Portfolio Manager’s current Form ADV; and
(ii) information provided, in writing, by Portfolio Manager
to the Trust in accordance with Section 9 of this Agreement
or otherwise to the extent such information was provided by
Portfolio Manager for the purpose of inclusion in SEC Filings,
as hereinafter defined provided that a copy of each SEC Filing
is provided to Portfolio Manager: (i) at least 10 business
days prior to the date on which it will become effective, in the
case of a registration statement; (ii) at least 10 business
days prior to the date upon which it is filed with the SEC in
the case of the Trust’s semi-annual-report on
Form N-SAR
or any shareholder report or proxy statement; or (iii) at
least 10 business days prior to first use, in the case of any
other SEC Filing. For purposes of this Section 5, “SEC
Filings” means the Trust’s registration statement and
amendments thereto and any periodic reports relating to the
Trust and its Portfolios that are required by law to be
furnished to shareholders of the Trust
and/or filed
with the Securities and Exchange Commission.
(c) Portfolio Manager agrees to indemnify and hold harmless
the Trust and each of its Trustees, officers, employees and
control persons from any claims, liabilities and reasonable
expenses, including reasonable attorneys’ fees
(collectively, “Losses”), to the extent that such
Losses arise out of any untrue statement of a material fact
contained in an SEC Filing or the omission to state therein a
material fact necessary to make the statements therein, in light
of the circumstances under which they are made, not materially
misleading, if such statement or omission was made in reliance
upon the Portfolio Manager’s current Form ADV or
written information furnished by the Portfolio Manager for the
purpose of inclusion in such SEC Filings or other appropriate
SEC Filings; provided that a copy of each SEC Filing was
provided to Portfolio Manager: (i) at least 10 business
days prior to the date on which it will become effective, in the
case of a registration statement; (ii) at least 10 business
days prior to the date upon which it is filed with the SEC in
the case of the Trust’s semi-annual-report on
Form N-SAR
or any shareholder report or proxy statement; or (iii) at
least 10 business days prior to first use, in the case of any
other SEC Filing.
(d) In the event that a legal proceeding is commenced
against the Trust on the basis of claims for which the Portfolio
Manager would, if such claims were to prevail, be required to
indemnify the Trust pursuant to Section 5(c) above,
Portfolio Manager will, at its expense, provide such assistance
as the Trust may reasonably request in preparing the defense of
the such claims (including by way of example making Portfolio
Manager’s personnel available for interview by counsel for
the Trust, but specifically not inducing retention or payment of
counsel to defend such claims on behalf of the Trust); provided
that the Portfolio Manager will not be required to pay any
Losses of the Trust except to the extent it may be required to
do so under Section 5(c) above.
(e) The indemnification obligations set forth in
Section 5 (c) shall not apply unless: (i) the
statement or omission in question accurately reflects
information provided to the Trust in writing by the Portfolio
Manager; (ii) the statement or omission in question was
made in an SEC Filing in reliance upon written information
provided to the Trust by the Portfolio Manager specifically for
use in such SEC Filing; (iii) the Portfolio Manager was
afforded the opportunity to review the statement (or the
omission was identified to it) in connection with the 10
business day review requirement set forth in Section 5(b)
above; and (iv) upon receipt by the Trust of any notice of
the commencement of any action or the assertion of any claim to
which the indemnification obligations set forth in
Section 5(c) may apply, the Trust notifies the Portfolio
Manager, within 30 days and in writing, of such receipt and
provides to Portfolio Manager the opportunity to participate in
the defense
and/or
settlement of any such action or claim. Further, Portfolio
Manager will not be required to indemnify any person under this
Section 5 to the extent that Portfolio Manager relied upon
statements or information furnished to the Portfolio Manager, in
writing, by any officer, employee or Trustee of the Trust, or by
the Trust’s custodian, administrator or accounting agent or
any other agent of the Trust, in preparing written information
provided to the Trust and upon which the Trust relied in
preparing the SEC Filing(s) in question.
(f) The Portfolio Manager shall not be liable for:
(i) any acts of any other portfolio manager to the
Portfolio or the Trust with respect to the portion of the assets
of the Portfolio or the Trust not managed by the Portfolio
Manager; and (ii) acts of the Portfolio
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Manager which result from acts of the Trust, including, but not
limited to, a failure of the Trust to provide accurate and
current information with respect to the investment objectives,
policies, or restrictions applicable to the Portfolio, actions
of the Trustees, or any records maintained by Trust or any other
portfolio manager to the Portfolio. The Trust agrees that, to
the extent the Portfolio Manager complies with the investment
objectives, policies, and restrictions applicable to the
Portfolio as provided to the Portfolio Manager by the Trust, and
with laws, rules, and regulations applicable to the Portfolio
(including, without limitation, any requirements relating to the
qualification of the Account as a regulated investment company
under Subchapter M of the Code) in the management of the assets
of the Portfolio specifically committed to management by the
Portfolio Manager, without regard to any other assets or
investments of the Portfolio, Portfolio Manager will be
conclusively presumed for all purposes to have met its
obligations under this Agreement to act in accordance with the
investment objectives, polices, and restrictions applicable to
the Portfolio and with laws, rules, and regulations applicable
to the Portfolio, it being the intention that for this purpose
the assets committed to management by the Portfolio Manager
shall be considered a separate and discrete investment portfolio
from any other assets of the Portfolio; without limiting the
generality of the foregoing, the Portfolio Manager will have no
obligation to inquire into, or to take into account, any other
investments of the Portfolio in making investment decisions
under this Agreement. In no event shall the Portfolio Manager or
any officer, director, employee, or agent or the Portfolio
Manager have any liability arising from the conduct of the Trust
and any other portfolio manager with respect to the portion of
the Portfolio’s assets not allocated to the Portfolio
Manager.
6. Permissible Interest. Subject
to and in accordance with the Trust’s Declaration of Trust
and Bylaws and corresponding governing documents of Portfolio
Manager, Trustees, officers, agents and shareholders of the
Trust may have an interest in the Portfolio Manager as officers,
directors, agents
and/or
shareholders or otherwise. Portfolio Manager may have similar
interests in the Trust. The effect of any such
interrelationships shall be governed by said governing documents
and the provisions of the Investment Company Act.
7. Duration, Termination and
Amendments. This Agreement shall become
effective as of the date first written above and shall continue
in effect thereafter for two years. This Agreement shall
continue in effect from year to year thereafter for so long as
its continuance is specifically approved, at least annually, by:
(i) a majority of the Board of Trustees or the vote of the
holders of a majority of the Portfolio’s outstanding voting
securities; and (ii) the affirmative vote, cast in person
at a meeting called for the purpose of voting on such
continuance, of a majority of those members of the Board of
Trustees (“Independent Trustees”) who are not
“interested persons” of the Trust or any investment
adviser to the Trust.
This Agreement may be terminated by the Trust or by Portfolio
Manager at any time and without penalty upon sixty days written
notice to the other party, which notice may be waived by the
party entitled to it. This Agreement may not be amended except
by an instrument in writing and signed by the party to be bound
thereby provided that if the Investment Company Act requires
that such amendment be approved by the vote of the Board, the
Independent Trustees
and/or the
holders of the Trust’s or the Portfolio’s outstanding
shareholders, such approval must be obtained before any such
amendment may become effective. This Agreement shall terminate
upon its assignment. For purposes of this Agreement, the terms
“majority of the outstanding voting securities,”
“assignment” and “interested person” shall
have the meanings set forth in the Investment Company Act.
8. Confidentiality; Use of
Name. Portfolio Manager and the Trust
acknowledge and agree that during the term of this Agreement the
parties may have access to certain information that is
proprietary to the Trust or Portfolio Manager, respectively (or
to their affiliates
and/or
service providers). The parties agree that their respective
officers and employees shall treat all such proprietary
information as confidential and will not use or disclose
information contained in, or derived from such material for any
purpose other than in connection with the carrying out of their
responsibilities under this Agreement and the management of the
Trust’s assets, provided, however, that this shall not
apply in the case of: (i) information that is publicly
available; and (ii) disclosures required by law or
requested by any regulatory authority that may have jurisdiction
over Portfolio Manager or the Trust, as the case may be, in
which case such party shall request such confidential treatment
of such information as may be reasonably available. In addition,
each party shall use its reasonable efforts to ensure that its
agents or affiliates who may gain access to such proprietary
information shall be made aware of the proprietary nature and
shall likewise treat such materials as confidential.
It is acknowledged and agreed that the names “Xxxxxx
Xxxxxxxxx,” “Xxxxxx Xxxxxxxxx Chief Investment
Officers” (which is a registered trademark of Xxxxxx
Xxxxxxxxx & Co., Inc. (“HCCI”)), and any
derivative of either, as well as any logo that is now or shall
later become associated with either name (“Marks”) are
valuable property of HCCI and that the use of the Marks, or any
one of them, by the Trust or its agents is subject to the
license granted to the Trust by HCCI. Portfolio Manager agrees
that it will not use any Xxxx without the prior written consent
of the Trust. Portfolio Manager consents to use of its name,
performance data, biographical data and other pertinent data,
and the Jennison Marks (as defined below), by the Trust for use
in marketing and sales literature, provided that any such
marketing and sales literature shall not be used by the Trust
without the prior written consent of Portfolio Manager, which
consent shall not be unreasonably withheld. The Trust shall have
full responsibility for the compliance
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by any such marketing and sales literature with all applicable
laws, rules, and regulations, and Portfolio Manager will have no
responsibility or liability therefor.
It is acknowledged and agreed that the name “Xxxxxxxx
Associates, LLC” and any portion or derivative thereof, as
well as any logo that is now or shall later become associated
with the name (“Jennison Marks”), are valuable
property of the Portfolio Manager and that the use of the
Jennison Marks by the Trust or its agents is permitted only so
long as this Agreement is in place.
The provisions of this Section 8 shall survive termination
of this Agreement.
9. Representation, Warranties and Agreements of
Portfolio Manager. Portfolio Manager
represents and warrants that:
(a) It is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (“Investment
Advisers Act”), it will maintain such registration in full
force and effect and will promptly report to the Trust the
commencement of any formal proceeding that could render the
Portfolio Manager ineligible to serve as an investment adviser
to a registered investment company under Section 9 of the
Investment Company Act.
(b) Portfolio Manager understands that the Trust is subject
to various regulations under the Investment Company Act which
require that the Board review and approve various procedures
adopted by portfolio managers and may also require disclosure
regarding the Board’s consideration of these matters in
various documents required to be filed with the SEC. Portfolio
Manager represents that it will, upon reasonable request of the
Trust, provide to the Trust information regarding all such
matters including, but not limited to, codes of ethics required
by
Rule 17j-1
under the Investment Company Act and compliance procedures
required by
Rule 206(4)-7
under the Investment Advisers Act, as well as certifications
that, as contemplated under
Rule 38a-1
under the Investment Company Act, Portfolio Manager has
implemented a compliance program that is reasonably designed to
prevent violations of the federal securities laws by the
Portfolio with respect to those services provided pursuant to
this Agreement. Portfolio Manager acknowledges that the Trust
may, in response to regulations or recommendations issued by the
SEC or other regulatory agencies, from time to time, request
additional information regarding the personal securities trading
of its directors, partners, officers and employees and the
policies of Portfolio Manager with regard to such trading.
Portfolio Manager agrees that it make reasonable efforts to
respond to the Trust’s reasonable requests in this area.
(c) Upon request of the Trust, Portfolio Manager shall
promptly supply the Trust with any information concerning
Portfolio Manager and its stockholders, employees and affiliates
that the Trust may reasonably require in connection with the
preparation of its registration statements, proxy materials,
reports and other documents required, under applicable state or
Federal laws, to be filed with state or Federal agencies
and/or
provided to shareholders of the Trust.
10. Status of Portfolio
Manager. The Trust and Portfolio Manager
acknowledge and agree that the relationship between Portfolio
Manager and the Trust is that of an independent contractor and
under no circumstances shall any employee of Portfolio Manager
be deemed an employee of the Trust or any other organization
that the Trust may, from time to time, engage to provide
services to the Trust, its Portfolios or its shareholders. The
parties also acknowledge and agree that nothing in this
Agreement shall be construed to restrict the right of Portfolio
Manager or its affiliates to perform investment management or
other services to any person or entity, including without
limitation, other investment companies and persons who may
retain Portfolio Manager to provide investment management
services and the performance of such services shall not be
deemed to violate or give rise to any duty or obligations to the
Trust.
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11. Counterparts and Notice. This
Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original. Any notice required to
be given under this Agreement shall be deemed given when
received, in writing addressed and delivered, by certified mail,
by hand or via overnight delivery service as follows:
If to the Trust:
The Xxxxxx
Xxxxxxxxx Trust
Five Tower Bridge, 000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxxxxxxxx, XX 00000
Five Tower Bridge, 000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxxxxxxxx, XX 00000
If to Portfolio Manager:
[
Xxxxxxxx
Associates, LLC
000 Xxxxxxxxx Xxx.
Xxx Xxxx, XX 00000]
000 Xxxxxxxxx Xxx.
Xxx Xxxx, XX 00000]
12. Miscellaneous. The captions in
this Agreement are included for convenience of reference only
and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. 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. This Agreement shall be
binding upon and shall inure to the benefit of the parties
hereto and their respective successors and shall be governed by
the law of the State of Delaware provided that nothing herein
shall be construed as inconsistent with the Investment Company
Act or the Investment Advisers Act.
The Trust acknowledges receipt of Part II of Portfolio
Manager’s Form ADV, copies of which have been provided
to the Trust’s Board of Trustees.
Portfolio Manager is hereby expressly put on notice of the
limitations of shareholder and Trustee liability set forth in
the Declaration of Trust of the Trust and agrees that
obligations assumed by the Trust pursuant to this Agreement
shall be limited in all cases to the assets of the Portfolio.
Portfolio Manager further agrees that it will not seek
satisfaction of any such obligations from the shareholders or
any individual shareholder of the Trust, or from the Trustees of
the Trust or any individual Trustee of the Trust.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers thereunto duly
authorized as of the day and year first written above.
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ATTEST:
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Xxxxxxxx Associates, LLC
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By:
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ATTEST:
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The Xxxxxx Xxxxxxxxx Trust
(on behalf of The Institutional Growth Equity Portfolio) |
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| By: |
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