EXHIBIT 99.5(b)(8)
SUB-INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this ____ day of ___________, 1997 by and between Ivory &
Sime International, Inc., a New Jersey corporation (hereinafter called
"Adviser"), and Ivory & Sime plc, a Scottish corporation (hereinafter called
"Sub-Adviser"),
WHEREAS, Saratoga Capital Management (the "Manager") has been organized to
serve as investment manager of The Saratoga Advantage Trust ("Trust"), a
Delaware business trust which has filed a registration statement under the
Investment Company Act of 1940 as amended (the "1940 Act") and the Securities
Act of 1933; and
WHEREAS, the Trust is comprised of several separate investment portfolios,
one of which is the International Equity Portfolio (the "Portfolio"); and
WHEREAS, Adviser proposes to provide investment management and advisory
services for the Manager in respect of the Portfolio; and
WHEREAS, Sub-Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940 and is engaged in the business of providing
analytical and investment research and advisory services; and
WHEREAS, Adviser desires to retain Sub-Adviser to provide analytical and
investment research services and investment and reinvestment management services
to Adviser in connection with Adviser's investment management and advisory
services with respect to the Portfolio, on the terms and conditions hereinafter
set forth; and
WHEREAS, Sub-Adviser desires to provide such services in the manner and on
the terms and conditions hereinafter set forth; and
WHEREAS, Sub-Adviser is familiar with the investment objectives, policies
and restrictions of the Portfolio and has reviewed the Investment Advisory
Agreement dated as of ____________, 1997, between the Manager and Adviser;
NOW, THEREFORE, THIS AGREEMENT
W I T N E S S E T H :
That in consideration of the foregoing and the covenants hereinafter
contained Adviser and Sub-Adviser agree as follows:
1. Sub-Adviser agrees to provide Adviser at its request with investment
advisory, statistical and research information and investment and reinvestment
management services which may be used by the Adviser in satisfaction of its
obligations under the Investment Advisory Agreement, including but not limited
to advisory, research, statistical and other factual information relating to the
economy of particular countries or regions, national and international credit
conditions, and the investment and reinvestment of assets of the Portfolio.
Sub-Adviser shall also furnish other information which may relate to issuers of
securities owned by the Portfolio or which it might purchase, or to the
businesses in which such issuers may be engaged, as well as information and
recommendations with respect to the acquisition, holding or disposal by the
Portfolio of securities in which it is permitted to invest. Sub-Adviser shall
meet with Adviser at Adviser's request, but at least quarterly, to formulate
investment policies and consider acceptable securities for investment.
2. For the services rendered by the Sub-Adviser hereunder, Adviser shall
pay to Sub-Adviser seventy-eight (78%) percent of the net income derived from
the monthly fees paid by the Manager to Adviser pursuant to the Investment
Advisory Agreement. Sub-Adviser shall not be entitled to any other compensation
or payment for services hereunder, either from Adviser, Manager or the Trust and
in no event shall the fee paid or payable by the Adviser to Sub-Adviser
hereunder, or otherwise, be an obligation of the Manager or the Trust. The fee
payable to Sub-Adviser hereunder shall be paid promptly after receipt by the
Adviser of a fee payable under Investment Advisory Agreement.
3. Nothing herein contained shall be deemed to prohibit Adviser from
obtaining information or services of the type to be provided by Sub-Adviser
hereunder from any other source, or Sub-Adviser from providing services similar
to that provided hereunder to any other person, firm or corporation provided
that Adviser, Manager, and Portfolio are given equitable and no less favorable
treatment in receipt of information, recommendations and other services to be
provided hereunder. It is understood that the action taken by the Sub-Adviser
under this agreement may differ from the advice given or the timing or nature of
action taken with respect to other clients of the Sub-Adviser, and that a
transaction in specific security may not be accomplished for all clients of the
Sub-Adviser at the same time or at the same price.
4. Sub-Adviser, in rendering its services hereunder, agrees to use its
best judgment and efforts, and Adviser agrees that Sub-Adviser shall not be
liable hereunder for any mistake in judgment or any event whatsoever except for
lack of good faith on the part of Sub-Adviser. Notwithstanding the foregoing,
nothing herein shall be deemed to protect or purport to protect Sub-Adviser
against any liability to Adviser, Manager, the Trust, or the holders of
securities of the Trust to which Sub-Adviser would otherwise be subject by
reason of an act or practice
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constituting willful misfeasance, bad faith, negligence, reckless disregard of
duty or a breach of fiduciary duty involving personal misconduct (all within the
meaning of 1940 Act), in respect of Adviser, Manager or the Trust in the
performance of duties hereunder.
5. The Sub-Adviser is obliged under the rules of the Investment Management
Regulatory Organization, Limited ("IMRO") to include certain statements in any
agreement relating to investment services in which it enters. These statements
are contained in the attached Schedule I which shall form part of this
Agreement.
6. This Agreement shall continue in effect, unless sooner terminated as
hereinafter provided, for a period of two years from the date hereof and shall
continue in full force and effect for successive periods of one year thereafter,
but only so long as each such continuance as to the Portfolio is specifically
approved at least annually by vote of the holders of a majority of the
outstanding voting securities of the Portfolio or by vote of a majority of the
Trust's Board of trustees; and further provided that such continuance is also
approved annually by the vote of a majority of the trustees who are not
interested persons of the Adviser or Sub-Adviser, cast in person at a meeting
called for the purpose of voting on such approval. This Agreement may be
terminated as to the Portfolio at any time, without payment of any penalty, by
the Trust's Board of trustees, by the Manager, by Adviser, or by a vote of the
majority of the outstanding voting securities of such Portfolio upon 60 days'
prior written notice to the Sub-Adviser, or by the Sub-Adviser upon 150 days'
prior written notice to the Adviser and to the Manager, or upon such shorter
notice as may be mutually agreed upon. This Agreement shall terminate
automatically and immediately upon termination of the Management Agreement dated
___________, 1997 between the Manager and the Trust or if the Advisory Agreement
between the Manager and the Adviser terminates. This agreement shall terminate
automatically and immediately in the event of its assignment. Sub-Adviser shall
notify Adviser and Manager in writing of any change in the officers of
Sub-Adviser within a reasonable time after such a change, but such notification
shall not preclude or prevent this Agreement from terminating in the event of
its assignment. The terms "interested persons", "vote of a majority of the
outstanding voting securities" and "assignment" shall have the meanings set
forth for such terms in the 1940 Act. This Agreement may be amended at any time
by the Adviser and the Sub-Adviser, subject to approval by the Trust's Board of
Trustees, the Manager and, if required by applicable SEC rules and regulations,
a vote of a majority of the outstanding voting securities of the Portfolio.
7. This Agreement shall become effective at the time and on the date when
the last of the following shall have occurred: (i) the execution of this
Agreement by the Adviser and the Sub-Adviser; (ii) the approval by a majority of
outstanding voting securities of the Portfolio; (iii) the approval by a vote of
a majority of Trustees of the Trust who are not interested persons of Manager,
Adviser or Sub-Adviser, cast in person at a meeting called for the purpose of
voting on such approval.
8. This agreement shall be construed in accordance with the laws of the
State of New York and the applicable provisions of the 1940 Act. To the extent
applicable law of the State of
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New York, or any of the provisions herein, conflict with applicable provisions
of the 1940 Act, the latter shall control.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written in Chatham, New Jersey.
IVORY & SIME INTERNATIONAL, INC.
By:
-----------------------------------------
IVORY & SIME PLC
By:
-----------------------------------------
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SCHEDULE 1
1. The Sub-Adviser is a member of and regulated in the conduct of its
investment business by IMRO.
2. For the purposes of this Agreement and the services provided by the
Sub-Adviser hereunder, the Adviser shall be treated as a "non-private
customer" as defined by the IMRO rules.
3. The Adviser does not wish to receive portfolio statements provided for
under the IMRO rules.
4. Termination of this Agreement shall be without prejudice to transactions
already initiated, which transactions shall be completed.
5. Any complaints which the Adviser may have regarding the services provided
by the Sub-Adviser will be investigated promptly and thoroughly by a
director or other senior employee of the Sub-Adviser who was not involved
in the matter complained of. The Adviser will also have the right to
complain directly to IMRO. Details of the compensation available should
the Sub-Adviser be unable to meet any liabilities to the Adviser are
available on request from the Sub-Adviser.
6. The Sub-Adviser may have arrangements with third parties whereby the third
party will provide services such as research, valuations or analysis to
the Sub-Adviser, the Sub- Adviser making no direct payment for those
services but instead undertaking to place business with or to the order to
that third party. The Sub-Adviser may only effect transactions under such
arrangements if the transaction achieves "Best Execution",-- i.e. if it is
effected on the best terms available on the relevant market at the time
for transactions of the same size and nature with a reliable counterparty
disregarding any benefits which might enure directly or indirectly to the
Adviser or Manager form the services or benefits provided under the
arrangement. A copy of the Sub-Adviser's policy statement in relation to
soft commission agreements, together with details of all soft commission
agreements or arrangements in force as of the date hereof is attached as
Schedule II.
7. Sub-Adviser is not responsible for the appointment of any Custodian.
Custodians shall be appointed by and be responsible to Trust for the
safekeeping of all documents of title.
8. All transactions recommended or effected by the Sub-Adviser under this
Agreement shall comply with the investment objective, policies and
restrictions as set down in the Prospectus of the Trust filed with the
Securities and Exchange Commission on _________, 1997 together with the
restrictions contained in sub-paragraphs (a)-(j) below as such may
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from time to time be amended and notified in writing to Sub-Adviser which
objectives, policies and restrictions form part of this Agreement.
For the avoidance of doubt and to comply with the Rules of IMRO, it is
acknowledged that:
(a) Sub-Adviser may not acquire units in any Collective Investment
Scheme (whether regulated or unregulated) as defined in the
Financial Services Act 1986).
(b) Sub-Adviser may not acquire securities of which an issue or offer
for sale was underwritten or otherwise arranged by Sub-Adviser or
any associated company.
(c) Sub-Adviser may not without Trust's written consent commit Trust to
an obligation to supplement the funds in the Portfolio whether by
borrowing on the Portfolios' behalf or otherwise.
(d) The Sub-Adviser may not commit the Portfolio to any obligations to
underwrite securities issued by other persons except to the extent
that in connection with the disposition of its Portfolio
investments, the Portfolio may be deemed to be an underwriter under
U.S. Federal Securities law.
(e) The Portfolio may invest in futures, options and contracts for
differences, but only for the purposes of hedging, i.e. protecting
against possible adverse fluctuations in the value of investments or
cash in the Portfolios. Deposit or margin will be payable from the
Portfolio for the writing (or granting) of options and the purchase
or sale of futures contracts or contracts for differences and if the
deposit or margin falls below the minimum required by the exchange
on which the transaction is effected. No more than 5 per cent of the
value of the Portfolio may e committed by way of margin. Such
deposit or margin may take the form of cash or other investments in
the Portfolios. Sub-Adviser will have discretion as to the
circumstances in which Sub-Adviser may, without reference to the
Adviser make contractual or other arrangements to settle or close
out outstanding obligations. The markets in futures, options, and
contracts for differences can be highly volatile and such
investments carry a high risk of loss. In the case of futures,
contracts for differences and the grant of options a relatively
small adverse market movement may result not only in the loss of the
original investment, but also in unquantifiable loss exceeding any
margin deposited.
(f) Sub-Adviser may not without the Trust's consent commit Trust to an
obligation which might require Trust to supplement the funds in the
Portfolio in order to meet any required deposit or margin and may
not without Trust's consent effect margined transactions otherwise
than under the rules of a recognized or designated investment
exchange and in a contract traded thereon.
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(g) Sub-Adviser may match a liability in one currency with an asset in a
different currency and may invest in investments denominated in a
currency other than U.S. dollar. In such cases, a movement of
exchange rates may have a separate effect unfavorable as well as
favorable on the gain or loss which might otherwise be experience on
the investment.
(h) Except where otherwise permitted under this Agreement, the
Sub-Adviser may not, without prior notice to Manager, effect
transactions in which the Sub-Adviser has directly or indirectly a
material interest (other than an interest arising solely form the
Sub-Adviser's participation in the transaction) or any relationship
which may involve a conflict with the Sub-Adviser's duty to Manager
and the Portfolios.
(i) Except to the extent necessary or desirable to effect transactions
in futures, options, or contracts for differences, Sub-Adviser may
not without Trust's consent (which consent will constitute an
amendment to this Agreement) lend any of the Portfolio's
assets to third parties or create a charge over any of the
Portfolio's assets.
(j) The Portfolio may acquire "non-readily realizable investments" as
defined in the IMRO rules and it is appreciated that these
investments may be difficult to value and dispose of.
9. The value of cash and securities contained in the Portfolio shall be
expressed by the Sub- Adviser in its reports to the Trustees in U.S.
Dollars and shall be calculated by reference to the mid-market prices and
exchange rates indicated by Extel Financial Services unless these are
unavailable, in which case prices and exchange rates published by other
reputable sources may be used. Income shall be accounted for when
received. The Sub-Adviser acknowledges that the value of cash and
securities contained in the Portfolio shall be calculated by the Portfolio
according to the procedures specified in the Trust's Registration
Statement.
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SCHEDULE
IVORY & SIME'S POLICY ON BROKERAGE ALLOCATION
Under the United Kingdom Financial Service Xxx 0000 those who provide services
covered under the Act are required to supply relevant information to clients.
Under the development of the disclosure policy, Ivory & Sime is now required to
furnish you with details of its operational methods in respect of stock market
commissions.
Ivory & Sime deals both with agency brokers and directly with market makers. Our
decisions as to which to use is governed by a number of factors including market
information, research and services. We have a number of arrangements to receive
disclosable soft commission services from agency brokers. It is our policy to
use soft commission arrangements since the services supplied under them assist
us in our investment management decision making process. In determining through
which broker or market maker a particular transaction is placed, best execution
is, at all times, the prime consideration. It must be emphasized that except as
noted below all clients are treated equally and no commitment is given by way of
a guarantee on the level of business that a broker will receive for such
services.
Where commission is paid the amount and use are strictly monitored. Some
commission, not exceeding 20% of our total commission payable per annum is used
to pay for services such as Reuters and Datastream which are easily identifiable
as being of benefit to all clients. Certain commission is used to buy specific
services because they pertain to a particular client or group of clients. These
specific services are paid for only by commission generated by those specific
clients' accounts.
As part of the full disclosure you will find attached to this notice a schedule
covering our current soft commission arrangements.
June 1992
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IVORY & SIME'S SOFT COMMISSION ARRANGEMENTS
AS AT 1 JUNE 1992
-------------------------------------------------------------------------------------------------------------
PERSON PROVIDING BROKER PAYING DESCRIPTION OF
SERVICE FOR SERVICE NAME OF SERVICE SERVICE
-------------------------------------------------------------------------------------------------------------
Broadcourt Broadcourt Broadcourt Various services (eg
performance
measurement)
-------------------------------------------------------------------------------------------------------------
First Call Warburgs First Call On line UK/US database:
Boston Institutional broker research
Services
-------------------------------------------------------------------------------------------------------------
Bloomberg Warburgs Bloomberg On line database:
International Capital
Markets
-------------------------------------------------------------------------------------------------------------
Lotus Development Xxxxx Xxxxx Xxxx One Source/IBES On line US database:
Corporate information
-------------------------------------------------------------------------------------------------------------
Washington Service Brick Securities Associates Washington Service Political and Economic
Information
-------------------------------------------------------------------------------------------------------------
WM & Co Xxxxx New Court Performance Measurement Performance
Measurement
-------------------------------------------------------------------------------------------------------------
Combined Actuarial Boston Institutional CAPS Performance
Performance Service Services Measurement
Cecogest Panmure Xxxxxx Cecogest Economic & Political
Analysis
-------------------------------------------------------------------------------------------------------------
Compustat Standard & Poors Compustat On line US database:
Corporate Information
-------------------------------------------------------------------------------------------------------------
Datastream X X Xxxxxxx Datastream On line database:
international economic
information and corporate
statistics
-------------------------------------------------------------------------------------------------------------
Directus X X Xxxxxxx Directus Share Dealings
Information
-------------------------------------------------------------------------------------------------------------
ECRU Xxxxx New Court ECRU European Company
Research
-------------------------------------------------------------------------------------------------------------
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-------------------------------------------------------------------------------------------------------------
PERSON PROVIDING BROKER PAYING DESCRIPTION OF
SERVICE FOR SERVICE NAME OF SERVICE SERVICE
-------------------------------------------------------------------------------------------------------------
Reuters XX Xxxxxxx Reuter Screens Share Price Information
Service
-------------------------------------------------------------------------------------------------------------
IBES XX Xxxxxxx Performance Measurement Performance
Measurement
-------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxxx Xxxxx Xxxxx Xxxxx Xxxxxxx Performance
Ord Minnett Performance Measurement Measurement
Thamesway
-------------------------------------------------------------------------------------------------------------
Topic Xxxxx New Court Topic Topic Screens
Quick XX Xxxxxxx Quick Terminal On line Japanese
database: Corporate
information
-------------------------------------------------------------------------------------------------------------
SEI Xxxxx Xxxxx SEI Performance Performance
XX Xxxxxxx Measurement Measurement
-------------------------------------------------------------------------------------------------------------
Denotes client specific performance measurement services which are paid for
exclusively by the client who receives the particular measurement service.
Commission from a client's Portfolios may only be used to pay for soft
commission services which can reasonably be expected to assist Ivory & Sime's
provision of investment Services to that particular Portfolio.
--------------------------------------------------------------------------------
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SCHEDULE A
Directors and Principal Executive Officer of Saratoga Capital Management:
Name Position With the Manager and Principal Occupation
---- --------------------------------------------------
Xxxxx X. Xxxxxxxxxxx(1)(2) Chairman, President, Chief Executive Officer and
Director
Xxxxxxx Xxxxxxxxxxx(2) Chief Investment Officer and Director
Xxxxx Xxxx Chief Financial Officer and Director
(1) Xx. Xxxxxxxxxxx also serves as Trustee to the Trust.
(2) These individuals are brothers.
The address of each of the above-named individuals is 00 Xxxxxx Xxxx, Xxx Xxxx,
XX 00000.
SCHEDULE B
Directors and Principal Executive Officer of Sterling Capital Management
Company:
Name Position With Advisor and Principal Occupation
---- ----------------------------------------------
W. Xxxx Xxxxxx, III Chairman, Chief Executive Officer and Director
Xxxx X. Xxxxxx President and Director
Xxxxx X. Xxxxxxx Executive Vice President, Chief Investment Officer and
Director
J. Xxxxxx Xxxxxx, Xx. Executive Vice President/NCCMT and Director
The address of each of the above named individuals is One First Union
Center, 000 X. Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, XX 00000-0000.
The registered investment companies listed below are managed by Sterling
Capital Management Company and have similar investment objectives to at least
one of the Portfolios:
Approximate Assets Advisory
Fund (as of 12/31/96) Fee Rate
---- ------------------ --------
Sterling Partners' Balanced Fund $60,044,165 0.75%
Sterling Partners' Equity Fund $37,550,543 0.75%
Sterling Partners' Short-Term Fund $25,563,708 0.55%
SCHEDULE C
Directors and Principal Executive Officer of Fox Asset Management, Inc.:
Name Position With Advisor and Principal Occupation
---- ----------------------------------------------
J. Xxxxx Xxxxxxxxxx President
Xxxx X. Xxxxx Managing Director
Xxxx X. Xxxxx Managing Director
Xxxxxxx X. Xxxxxxxx Managing Director
The address of each of the above named individuals is 00 Xxxxxxxx Xxxxxx,
Xxxxxx Xxxxxx, XX 00000.
The registered investment company listed below is managed by Fox Asset
Management, Inc. and has similar investment objectives to at least one of the
Portfolios:
Approximate Net Assets Advisory
Fund (as of 12/31/96) Fee Rate
---- ---------------------- --------
Prudential Bank and $38,000,000 .30% for portion of portfolio
Trust Balanced Portfolio invested in equity securities
.25% for portion of portfolio
invested in fixed income
securities
SCHEDULE D
Directors and Principal Executive Officer of OpCap Advisors:
Name Position With Advisor and Principal Occupation
---- ----------------------------------------------
Xxxxxxx X. Xxxxx President and Chief Operating Officer
Xxxxxxx Xxxxxx Treasurer
Xxxxxx X. Xxxxxx General Counsel and Secretary
The address of each of the above named individuals is Xxx Xxxxx Xxxxxxxxx
Xxxxxx, Xxx Xxxx, XX 00000.
The registered investment companies listed below are managed by OpCap
Advisors and have similar investment objectives to at least one of the
Portfolios:
Approximate Net Assets
Fund (as of 1/15/97) Advisory Fee Rate
---- ---------------------- -----------------
Xxxxxxxxxxx Quest
Value Fund, Inc.(1) $ 637,100,000 1.0% on the first $400 million;
.90% on the next $400 million;
.85% of net assets in excess of
$800 million
Xxxxxxxxxxx Quest Small
Cap Value Fund(1) $ 160,000,000 1.0% on the first $400 million;
.90% on the next $400 million;
.85% of net assets in excess of
$800 million
Xxxxxxxxxxx Quest
Opportunity Value Fund(1) $2,145,800,000 1.0% on the first $400 million;
.90% on the next $400 million;
.85% of net assets in excess of
$800 million
Growth and Income Value
Fund Xxxxxxxxxxx Quest $ 70,500,000 .85% of net assets
Global Value Fund, Inc.(1) $ 256,200,000 .75% on the first $400 million;
.70% on the next $400 million;
.65% of net assets in excess of
$800 million
Xxxxxxxxxxx Quest Officers
Value Fund(1)(2) $ 11,100,000 1.0% of its daily net assets
Quest for Value Dual
Purpose Fund $ 880,500,000 (3)
Municipal Advantage Fund $ 156,100,000 .36%
The Czech Republic Fund $ 90,900,000 .40%
Enterprise Accumulation
Trust:
Equity Portfolio $ 319,700,000 .40%
Managed Portfolio $1,972,000,000 .40%
Enterprise Group of Funds $ 221,200,000 .40%
Managed Portfolio
Penn Series Funds, Inc.:
Value Small Cap Fund $ 16,400,000 .50%
Value Equity Fund $ 202,900,000 .50%
Endeavor Series Trust:
Opportunity Value
Equity Portfolio $ 128,700,000 .40%
Opportunity Value
Small Cap Portfolio $ 797,500,000 .40%
OCC Accumulation Trust:
Equity Portfolio $ 20,000,000 .80% on the first $400 million;
.75% on the next $400 million;
.70% of net assets in excess of
$800 million
Small Cap Portfolio $ 34,900,000 .80% on the first $400 million;
.75% on the next $400 million;
.70% of net assets in excess of
$800 million
Global Equity Portfolio $ 17,300,000 .80% on the first $400 million;
.75% on the next $400 million;
.70% of net assets in excess of
$800 million
Managed Portfolio $ 83,900,000 .80% on the first $400 million;
.75% on the next $400 million;
.70% of net assets in excess of
$800 million
Bond Portfolio $ 2,400,000 .50%
U.S. Government Income
Portfolio $ 3,400,000 .60%
Money Market Portfolio $ 5,300,000 .40%
(1) With respect to each of these funds, Xxxxxxxxxxx Funds, Inc. ("OFI") is
the investment adviser and OpCap Advisors is the sub-adviser. OFI pays
OpCap Advisors monthly an annual fee based on the average daily net assets
of the fund equal to 40% of the advisory fee collected by OFI based on the
total net assets of the fund as of November 22, 1995 (the "base amount")
plus 30% of the investment advisory fee collected by OFI based on the
total net assets of the fund that exceed the base amount.
(2) OFI's advisory fee for the Xxxxxxxxxxx Quest Officers Value Fund is 1.00%.
However, effective August 1, 1996, OFI is waiving the portion of its
management fee equal to what OFI would have been required to pay OpCap as
the sub-advisory fee and OpCap has agreed to waive its sub-advisory fee.
(3) OpCap currently provides investment advisory services to the fund for a
fee of .75% on assets up to $200 million and .50% on assets over $200
million. Effective February 28, 1997, OFI will become the manager of the
fund and will be paid a fee at the rate of 1.00% of the first $400 million
of assets, .90% of the next $400 million of net assets and .85% of assets
over $800 million. OFI will pay OpCap a sub-advisory fee equal to 40% of
the net advisory fee calculated by OFI for the fund based on the total net
assets of the fund as of February 28, 1997 and remaining 120 days later
(the "base amount") plus 30% of the investment advisory fee collected by
OFI based on the total net assets that exceed the base amount.
SCHEDULE E
Directors and Principal Executive Officer of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxx,
Inc.:
Name Position With Advisor and Principal Occupation
---- ----------------------------------------------
W. Xxxxxx Xxxxxxx President, Director and Portfolio Manager
Xxxx X. Xxxxxxxx Treasurer, Director and Portfolio Manager
Xxxxx X. Xxxxxx Xxxxx Secretary, Director and Portfolio Manager
The address of each of the above named individuals is Xxx Xxxxxxx Xxxxxx,
Xxxxx 0000, Xxx Xxxxxxxxx, XX 00000.
SCHEDULE F
Directors and Principal Executive Officers of Xxxxxxxx, Xxxxxx Partners, Inc.:
Name Position With Xxxxxxxx and Principal Occupation
---- -----------------------------------------------
Xxxxxxx X. Xxxxxxxx Managing Partner, Director and Chief Investment Officer
Xxxxx X. Xxxxxx Managing Partner, Director and Research Analyst
The address of each of the above named individuals is 000 Xxxx Xxxx Xxxx,
Xxxxxxxx, XX 00000.
SCHEDULE G
Directors and Principal Executive Officer of Axe-Houghton Associates, Inc.:
Name Position With Advisor and Principal Occupation
---- ----------------------------------------------
Xxxx Xxxx President and Director
Xxx Xxxxxxx Director and Director of Marketing
Xxxxx Xxxxxxxx Chief Operating Officer and Director
Xxxxxxx Xxxxxxxxxx Director; President of Xxxxxx Group, Inc.
Xxxx Xxxxxx Director; Chief Operating Officer of Xxxxxx Group, Inc.
Xxx Xxxxxx Director; Executive Vice President of Xxxxxx Group, Inc.
Xxxxxxx Xxxxxx Director; Vice President and Chief Counsel of Xxxxxx Group,
Inc.
Xxxxxx Xxxxxxx Director; Retired
The address of each of the above named individuals is Royal Executive
Park, 0 Xxxxxxxxxxxxx Xxxxx, Xxx Xxxxx, XX 00000.
SCHEDULE H
Directors and Principal Executive Officer of Ivory & Sime International, Inc.:
Name Position With Advisor and Principal Occupation
---- ----------------------------------------------
Xxxxx X. Xxxx President, Director
Xxxx Xxxxxxxx Director, Secretary
Xxxx Xxxx Director
Colin Xxxxx Xxxx Managing Director
Xxxxxx Xxxxxx Director
The address of each of the above named individuals, other than Xx. Xxxx,
is 00 Xxxx Xxxxxx, Xxxxxxx, Xxx Xxxxxx 00000. The address of Xx. Xxxx is Ivory &
Sime plc, Xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx XX00X0.
SCHEDULE I
Directors and Principal Executive Officer of Ivory & Sime plc:
Name Position With Advisor and Principal Occupation
---- ----------------------------------------------
Xxx Xxxxx Xxxxxxxx Xxxxxxx Chairman; Deputy Chief Executive of Caledonia
Investments plc
Colin Xxxxx Xxxx Managing Director
Ian Xxxxx Xxxxxxxxx Director
Xxxxx Xxxxx Director
Xxxxxx Xxxxxx Xxxxxx Director and Business Development Director
Xxxxxx Xxxxx Xxxxxxxxx Xxxxx Director; Chief Executive of Scottish Hydro
Electric plc
Xxxx Xxxxxx Director and Chief Investment Officer
The address of Messrs. Munro, Neilly and Xxxxxx is Ivory & Sime plc, One
Xxxxxxxxx Xxxxxx, Xxxxxxxxx XX0 0X0. The address of Xxx Xxxxxxx is Caledonia
Investments plc, Xxxxxx Xxxxx, 0 Xxxxxx Xxxx Xxxxxx, Xxxxxx #1 9AR. The address
of Xx. Xxxxx is Scottish Hydro Electric plc, 00 Xxxxxxx Xxxx, Xxxxx XX0 0XX. The
address of Xx. Xxxxxxxxx is 00x Xxxxx Xxxxxx, Xxxxxxxxx XX0 0XX.
