PORTFOLIO MANAGEMENT AGREEMENT For The Small Capitalization Equity Portfolio
EXHIBIT (d)(40)
PORTFOLIO MANAGEMENT AGREEMENT
For The Small Capitalization Equity Portfolio
For The Small Capitalization Equity Portfolio
AGREEMENT made this 28th day of August, 2009, between SSgA Funds Management, Inc., a
corporation organized under the laws of Massachusetts (“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 Small Capitalization 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., LLC (“Xxxxxx Xxxxxxxxx”), 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 and the direction of Xxxxxx
Xxxxxxxxx, 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,
including affiliated brokers and dealers of Portfolio Manager, 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 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 Trust’s daily
computation of the Portfolio’s net asset value and net income, preparation of proxy statements or
amendments to the Trust’s registration statement. In the performance of its duties and obligations
under this Agreement, the Portfolio Manager will use its best efforts to assist Xxxxxx Xxxxxxxxx in
ensuring continued qualification 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.
On occasions when the Portfolio Manager deems the purchase or sale of a security to be in the best
interest of the Fund as well as other clients of the Portfolio Manager, the Portfolio Manager, to
the extent permitted by applicable laws and regulations, may, but shall be under no obligation to,
aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or
lower brokerage commissions and efficient execution.
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. Except for expenses specifically assumed or agreed to be paid
by the Portfolio Manager under this Agreement, the Portfolio Manager shall not be liable for any
expenses of the Portfolio or the Trust, including, without limitation: (i) interest and taxes;
(ii) brokerage commissions and other costs in connection with the purchase and sale of securities
or other investment instruments with respect to the Portfolio; and (iii) custodian fees and
expenses. For its services under this Agreement, Portfolio Manager shall be entitled to receive a
fee, which fee shall be payable monthly in arrears at the annual rate of 0.04% of the average daily
net assets of the Account, subject to a minimum annual fee of $50,000.
5. Limitation of Liability and Indemnification. (a) Neither the Portfolio Manager nor any
person that is an “affiliated person” of the Portfolio Manager or any of its affiliated companies
(collectively, “Associated Persons”) shall 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. In no event shall the Portfolio Manager or its Associated Persons
have any liability arising from the conduct of any other portfolio manager with respect to the
portion of the Portfolio’s assets not allocated to the Portfolio Manger. The parties agree that
any stated limitations on liability shall not relieve the Portfolio Manager from any responsibility
or liability under state of federal statutes.
(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 the
Trust’s registration statement and amendments thereto and certain periodic reports relating to
the Trust and its Portfolios that are required to be furnished to shareholders of the Trust
and/or filed with the Securities and Exchange Commission (“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) The Trust agrees to indemnify and hold harmless the Portfolio Manager and its Associated
Persons from any claims, liabilities and expenses, including reasonable attorneys’ fees, incurred
as a result of any untrue statement of a material fact which relates to information in any SEC
filing, or any omission to state a material fact in any SEC filing in any case where the statement
or material omission was not based on written information supplied by electronic transmission or in
writing to Trust, or its administrator, transfer agent, custodian, distributor or to Xxxxxx
Xxxxxxxxx & Co., LLC, the Trust’s investment manager, by the Portfolio Manager.
(e) 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 such claims (including
by way of example making Portfolio Manager’s personnel available for interview by counsel for the
Trust, but specifically not including 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.
(f) 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 or was contained in Portfolio Manager’s Form ADV; (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.
(g) 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 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 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. Holdings, Inc. (“HCC”)), 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 HCC 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 HCC. 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 SSgA 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 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 “State Street Global Advisors,” “SSgA,” “SSgA Funds
Management, Inc.” and any portion or derivative thereof, as well as any logo that is now or shall
later become associated with the name (“SSgA Marks”), are valuable property of the Portfolio
Manager and that the Trust and its authorized agents may use the SSgA Marks as necessary in SEC
Filings so long as this Agreement is in place. The Trust is not permitted to use the SSgA Marks
for any other purpose (including, without limitation, marketing the shares of the Trust) without
the written consent of the Portfolio Manager, which shall not be unreasonably withheld. Upon
termination of this Agreement, the Trust shall forthwith cease to use the SSgA Marks. The Trust
acknowledges that unauthorized use of the SSgA Marks shall result in irreparable harm to the
Portfolio Manager for which monetary damages are inadequate, and thus, the Portfolio Manager shall
be entitled to injunctive relief.
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 will make reasonable efforts to respond to the Trust’s reasonable
requests in this area; and
(c) Upon request of the Trust, Portfolio Manager shall promptly supply the Trust with any
information concerning the 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.
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:
Xxxxxx X. Xxxx
The Xxxxxx Xxxxxxxxx Trust
Five Tower Bridge, 000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxxxxxxxx, XX 00000
The Xxxxxx Xxxxxxxxx Trust
Five Tower Bridge, 000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxxxxxxxx, XX 00000
If to Portfolio Manager:
SSgA Funds Management, Inc.
Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Chief Compliance Officer
Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Chief Compliance Officer
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.
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.
ATTEST:
|
SSgA Funds Management, Inc. |
| By: | /s/ Xxxxx X. Xxxx | |||
| Xxxxx X. Xxxx | ||||
| President | ||||
ATTEST:
|
The Xxxxxx Xxxxxxxxx Trust | |
| (on behalf of The Small Capitalization Equity Portfolio) |
| By: | /s/ Xxxxxx X. Xxxx | |||
