Exhibit (d)(2)(J)
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 "Manager"), 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 Basic Value 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);
(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;
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(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 expense, make and retain
a copy of such records, subject to the provisions of Section 18 of this
Agreement.
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(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 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.
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9. COMPENSATION. For the services provided, the Manager will pay the
Adviser a fee accrued and computed daily and payable monthly in arrears,
based on the aggregate average daily net assets of the Fund at the following
annual rate: .50% of the first $500 million, and .45% 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 registered, and will continue to be so registered
for so long as this Agreement remains in effect; and
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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 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:
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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, 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:
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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.
(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.
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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 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.
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(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
0000 Xxxxxxx Xxxx, Xxxxx X0X
Xxxxxxxxxx, XX 00000
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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.
(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.
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(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
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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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