Exhibit 9.1.5
SUB-ADMINISTRATION AGREEMENT
(BBOI WORLDWIDE LLC/XXXXXX ASSOCIATES, INC.)
WITH RESPECT TO THE
XXXXXX/BIAM IPT - INTERNATIONAL FUND
This SUB-ADMINISTRATION AGREEMENT (the "Agreement") is entered
into effective as of the _______ day of __________________, 1997, by
and between BBOI WORLDWIDE LLC, a Delaware limited liability company
("BBOI Worldwide"), and XXXXXX ASSOCIATES, INC., a Delaware
corporation ("Xxxxxx Associates").
RECITALS
A. BBOI Worldwide has entered into an Administrative Services
Agreement, of even date herewith (the "Administrative Services
Agreement"), with Xxxxxx Institutional Products Trust (the "Trust"), a
Delaware business trust and an open-end, management investment company
registered under the Investment Company Act of 1940 (the "1940 Act"),
pursuant to which BBOI Worldwide undertakes to provide certain
administrative services to the Xxxxxx/BIAM IPT - International Fund
(the "Fund"), a series of the Trust.
B. BBOI Worldwide has also entered into an Investment Advisory
Agreement, of even date herewith (the "Investment Advisory
Agreement"), with the Trust, pursuant to which BBOI Worldwide
undertakes to provide, in addition to investment advisory services,
certain managerial and administrative services to the Fund.
C. The parties desire that the administrative and managerial
duties and responsibilities of BBOI Worldwide under the Administrative
Services Agreement and the Investment Advisory Agreement be delegated
to and performed by Xxxxxx Associates, on the terms and conditions set
forth herein.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
1. Delegation. BBOI Worldwide hereby delegates to Xxxxxx
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Associates the following duties and responsibilities:
(a) all duties and responsibilities required to be performed by
BBOI Worldwide pursuant to the Administrative Services
Agreement, including without limitation the services
specified in Section 2 thereof;
(b) all duties and responsibilities required to be performed by
BBOI Worldwide pursuant to Section 3 of the Investment
Advisory Agreement.
Xxxxxx Associates hereby accepts such delegation and agrees to
perform the duties and assume the responsibilities specified in
Sections 1(a) and (b) hereof, for the compensation herein provided.
In performing its duties under this Agreement, Xxxxxx Associates shall
comply with all relevant provisions of the 1940 Act and all other
applicable federal and state laws and regulations and shall be subject
to the same obligations, restrictions and limitations as would apply
to BBOI Worldwide if it were performing under the Administrative
Services Agreement and the Investment Advisory Agreement,
respectively.
2. Expenses. Xxxxxx Associates shall pay all its own costs and
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expenses incurred in providing and procuring the services set forth in
Section 1 hereof, but shall not be responsible to pay any fees or
expenses of the service providers whose services are procured on
behalf of the Fund under the Administrative Services Agreement or
otherwise, which shall remain the Trust's or BBOI Worldwide's
obligation and responsibility to pay.
3. Excluded Services and Expenses. Xxxxxx Associates shall not
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be responsible to provide to or procure for the Fund, or to pay,
directly or on behalf of the Fund, any of the services, fees or
expenses specified in the second sentence of Section 3 of the
Administrative Services Agreement or in Section 2 or Sections 7(a)-(j)
of the Investment Advisory Agreement.
4. Compensation. BBOI Worldwide shall pay to Xxxxxx Associates
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for the services rendered by and responsibilities assumed by Xxxxxx
Associates under this Agreement a fee, payable in United States
dollars, at an annual rate of 0.20% of the average daily net asset
value of the Fund. This fee shall be computed and accrued daily and
payable monthly on the last day of each month during which or part of
which this Agreement is in effect. Notwithstanding the foregoing,
Xxxxxx Associates shall waive its fees hereunder for the period
commencing on the date hereof and ending on October 15, 2000, or such
other shorter period as BBOI Worldwide may determine.
5. Books and Records. Xxxxxx Associates hereby agrees that all
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records which it maintains for the Fund or the Trust hereunder are the
property of the Trust. Xxxxxx Associates agrees to permit the
reasonable inspection thereof by the Trust, or its designees, and
agrees to preserve for the periods prescribed under the 1940 Act any
records which it maintains and which are required to be maintained
under the 1940 Act. Xxxxxx Associates further agrees to surrender
promptly upon request to the Trust or its designees any records which
Xxxxxx Associates maintains for such entity.
6. Term and Termination. This Agreement shall become effective
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as of the date first set forth above and shall continue until
terminated by either party on 60 days' written notice to the other
party. This Agreement may also be terminated by the Trustees of the
Trust (with respect to the Fund) at any time upon 60 days' written
notice to Xxxxxx Associates or at any time if Xxxxxx Associates
becomes unable to discharge its duties and obligations under this
Agreement.
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7. Assignment and Amendments. This Agreement shall not be
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assigned by either party without the prior written consent of the
other party to the Agreement. This Agreement may be amended in
writing by the parties, provided that all such amendments shall be
subject to the approval of the Trustees of the Trust.
8. Limitation of Liability of Xxxxxx Associates. Xxxxxx
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Associates shall not be liable for any error of judgment or mistake of
law or for any act or omission taken with respect to the Fund, except
for willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its
obligations and duties hereunder and except to the extent otherwise
provided by law. Xxxxxx Associates shall be entitled to rely upon any
written instructions from BBOI Worldwide, the sub-advisor to which
BBOI Worldwide has delegated its duties and responsibilities specified
in Section 2 of the Investment Advisory Agreement (the "Sub-Advisor"),
or officers or Trustees of the Trust, and shall incur no liability to
BBOI Worldwide in acting upon such written instructions. As used in
this section, "Xxxxxx Associates" shall include any affiliate of
Xxxxxx Associates performing services for the Fund contemplated
hereunder and managers, directors, officers and employees of Xxxxxx
Associates and such affiliates.
9. Indemnification. BBOI Worldwide hereby indemnifies and
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holds harmless Xxxxxx Associates and its officers, directors,
shareholders, employees and agents, and any controlling person
thereof, from all losses, charges, claims and liabilities, and all
costs and expenses, including without limitation reasonable attorneys'
fees and disbursements, arising from any action which Xxxxxx
Associates takes or omits to take pursuant to written instructions
from BBOI Worldwide, the Sub-Advisor or officers or Trustees of the
Trust, provided that no person shall be indemnified hereunder against
any liability to the Trust or its shareholders (or any expenses
incident to such liability) arising out of such person's own willful
misfeasance, bad faith or gross negligence in the performance of their
duties or by reason of their reckless disregard of their duties or
obligations under this Agreement.
Xxxxxx Associates hereby indemnifies and holds harmless BBOI
Worldwide and the Trust, and each of their Trustees, officers,
managers, shareholders, members, employees and agents, and any
controlling person thereof, from all losses, charges, claims and
liabilities, and all costs and expenses, including without limitation
reasonable attorneys' fees and disbursements, arising out of Xxxxxx
Associates' willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of its reckless disregard of
its duties or obligations under this Agreement, provided that no
person shall be indemnified hereunder against any liability to the
Trust or its shareholders (or any expenses incident to such liability)
arising out of such person's own willful misfeasance, bad faith or
gross negligence in the performance of their duties or by reason of
their reckless disregard of their duties or obligations under this
Agreement.
10. Independent Contractor. Xxxxxx Associates shall for all
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purposes hereunder be deemed to be an independent contractor and
shall, unless otherwise provided or authorized, have no authority to
act for or represent BBOI Worldwide, the Trust or the Fund in any way,
nor otherwise be deemed an agent of, partner or joint venturer with,
BBOI Worldwide, the Trust or the Fund.
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11. Activities of Xxxxxx Associates. The services of Xxxxxx
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Associates hereunder are not to be deemed to be exclusive, and Xxxxxx
Associates is free to render services to other parties, so long as its
services under this Agreement are not materially adversely affected or
otherwise impaired thereby. Nothing in this Agreement shall limit or
restrict the right of any director, officer or employee of Xxxxxx
Associates to engage in any other business or to devote his or her
time and attention in part to the management or other aspects of any
other business, whether of a similar nature or a dissimilar nature.
12. Third Party Beneficiaries. The parties expressly
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acknowledge and agree that the Trust is a third party beneficiary of
this Agreement and that the Trust shall have the full right to xxx
upon and enforce this Agreement in accordance with its terms as if it
were a signatory hereto.
13. Governing Law. This Agreement shall be construed in
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accordance with the laws of the State of Colorado (without giving
effect to the conflicts of laws principles thereof) and the 1940 Act.
To the extent that the applicable laws of the State of Colorado
conflict with the applicable provisions of the 1940 Act, the latter
shall control.
14. Miscellaneous. The headings in this Agreement are included
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for convenience of reference only and in no way define or limit any of
the provisions thereof 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.
IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Agreement as of the date and year first above
written.
BBOI WORLDWIDE LLC
By_________________________________________
Title:
XXXXXX ASSOCIATES, INC.
By_________________________________________
Title:
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