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EXHIBIT 23(d)-5b
SUB-ADVISORY AGREEMENT
XXXXXX LLC/BANK OF IRELAND
ASSET MANAGEMENT (U.S.) LIMITED
WITH RESPECT TO THE
XXXXXX IPT - INTERNATIONAL FUND
Agreement made as of this 12th day of May, 2000, between Xxxxxx LLC
("Xxxxxx"), a Nevada limited liability company, and Bank of Ireland Asset
Management (U.S.) Limited ("BIAM"), a limited company incorporated in Ireland.
WHEREAS, Xxxxxx has entered into an Investment Advisory Agreement (the
"Advisory 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, as amended (the "1940 Act"), with
respect to Xxxxxx IPT - International Fund (the "Fund"), a separate series of
the Trust;
WHEREAS, BIAM is engaged in the business of rendering investment
advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"); and
WHEREAS, Xxxxxx, with the approval of the Trust, desires to delegate to
BIAM its duties and responsibilities for providing investment advisory services
to the Fund, and BIAM is willing to accept such delegation and to render such
investment advisory services.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged the parties agree as follows:
1. Duties of BIAM. Xxxxxx hereby engages the services of BIAM as
sub-adviser for the Fund in furtherance of the Advisory Agreement. BIAM agrees
to perform the following
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duties, subject to the oversight of Xxxxxx and to the overall control of the
officers and the Trustees of the Trust:
(a) BIAM shall manage the investment operations of the Fund
and the composition of its investment portfolio, and determine without
prior consultation with Xxxxxx or the Trust, what securities and other
assets of the Fund will be acquired, held, disposed of or loaned in
conformity with the investment objective, policies and restrictions and
the other statements concerning the Fund in the Trust's trust
instrument, as amended from time to time (the "Trust Instrument"), the
Trust's bylaws ("Bylaws") and the Trust's registration statements under
the 1940 Act and the Securities Act of 1933, as amended (the "1933
Act"), the 1940 Act and the Advisers Act, the rules and regulations
thereunder, and all other applicable federal and state laws and
regulations, and the provisions of the Internal Revenue Code of 1986,
as amended, applicable to the Fund as a regulated investment company;
(b) BIAM shall cause its officers to attend meetings and
furnish oral or written reports, as the Trust or Xxxxxx may reasonably
require, in order to keep Xxxxxx, the Trustees and appropriate officers
of the Trust fully informed as to the condition of the investment
portfolio of the Fund, the investment decisions of BIAM, and the
investment considerations which have given rise to those decisions;
(c) BIAM shall maintain all books and records required to be
maintained by BIAM pursuant to the 1940 Act, the Advisers Act, and the
rules and regulations promulgated thereunder, as the same may be
amended from time to time, with respect to transactions on behalf of
the Fund, and shall furnish the Trustees and Xxxxxx with such periodic
and special reports as the Trustees or Xxxxxx reasonably may request.
BIAM
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hereby agrees that all records which it maintains for the Fund or the
Trust are the property of the Trust, 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 and the Advisers Act any
records which it maintains for the Trust and which are required to be
maintained under the 1940 Act and the Advisers Act, and further agrees
to surrender promptly to the Trust or its designees any records which
it maintains for the Trust upon request by the Trust;
(d) BIAM shall place orders for the purchase and sale of
securities for investments of the Fund and for other related
transactions; to give instructions to the custodian (including any
subcustodian) of the Fund as to deliveries of securities to and from
such custodian and receipt and payments of cash for the account of the
Fund, and advise the Trust on the same day such instructions are given;
(e) BIAM will provide Xxxxxx and the Trust with the current
reports that show holdings, current prices, income details and
month-end valuations, and shall communicate with the custodian and
Xxxxxx on valuation issues concerning the Fund's securities;
(f) BIAM shall, on behalf of the Fund, exercise such voting
rights, subscription rights, rights to consent to corporate action and
any other rights pertaining to the Fund's assets that may be exercised,
in accordance with any policy pertaining to the same that may be
adopted or agreed to by the Trustees of the Trust, or, in the event
that the Trust retains the right to exercise such voting and other
rights, to furnish the Trust with advice as may be reasonably requested
as to the manner in which such rights should be exercised;
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(g) At such times as shall be reasonably requested by the
Trustees or Xxxxxx, BIAM shall provide the Trustees and Xxxxxx with
economic, operational and investment data and reports, including
without limitation all information and materials reasonably requested
by or requested to be delivered to the Trustees of the Trust pursuant
to Section 15(c) of the 1940 Act, and shall make available to the
Trustees and Xxxxxx any economic, statistical and investment services
normally available to similar investment company clients of BIAM; and
(h) BIAM will provide to Xxxxxx for regulatory filings and
other appropriate uses pertaining to the activities of BIAM relating to
the Fund or the Trust materially accurate and complete information
relating to BIAM as may reasonably be requested by Xxxxxx from time to
time.
2. Further Obligations. In all matters relating to the performance of
this Agreement, BIAM shall act in conformity with the Trust Instrument, Bylaws
and currently effective registration statement under the 1940 Act and the 1933
Act and any amendments or supplements thereto (the "Registration Statements")
and with the written policies, procedures and guidelines of the Fund, written
instructions and directions of the Trustees based on resolutions duly adopted by
the Trustees, and written instructions and directions of Xxxxxx, officers of the
Trust, as may be communicated to it by Xxxxxx and shall comply with the
requirements of the 1940 Act, the Advisers Act, the rules thereunder, and all
other applicable federal and state laws and regulations. Xxxxxx agrees to
provide to BIAM copies of the Trust Instrument, Bylaws, Registration Statement,
written policies, procedures, and guidelines, written instructions of the
Trustees based on resolutions duly adopted by the Trustees, and written
instructions from Xxxxxx, officers of the Trust, and any amendments or
supplements to any of them at, or, if practicable,
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before the time such materials become adopted. BIAM shall not be required to
follow any amendments or supplements to any such policies, procedures,
guidelines or written instructions until BIAM has received such amendment or
supplement in writing. BIAM may perform its services through any qualified
employee, officer or agent of BIAM, and Xxxxxx and the Trust shall not be
entitled to the efforts, advice, recommendations or judgment of any specific
person.
3. Obligations of Xxxxxx. Xxxxxx shall have the following obligations
under this Agreement:
(a) To keep BIAM continuously and fully informed (or cause the
custodian of the Fund's assets to keep BIAM so informed) as to the
composition of the investment portfolio of the Fund, cash requirements
and cash available for investment in the Fund and the nature of all of
the Fund's assets and liabilities;
(b) To furnish BIAM with a certified copy of any financial
statement or report prepared for the Fund by certified or independent
public accountants and with copies of any financial statements or
reports made to the Fund's investors or to any governmental body or
securities exchange;
(c) To furnish BIAM with any further materials or information
which BIAM may reasonably request to enable it to perform its function
under this Agreement;
(d) To compensate BIAM for its services in accordance with the
provisions of Section 4 hereof.
4. Compensation. Xxxxxx shall pay to BIAM for its services under this
Agreement a fee, payable in United States dollars, in accordance with the
Schedule in Exhibit A hereto. This fee shall be computed and accrued daily and
payable monthly on the last day of each month
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during which or part of which this Agreement is in effect. BIAM reserves the
right to waive or reimburse all or any portion of its fees hereunder.
5. Expenses and Excluded Expenses. BIAM shall pay all its own costs and
expenses incurred in rendering the services required under this Agreement.
6. Brokerage Commissions. For purposes of this Agreement, brokerage
commissions paid by the Fund upon the purchase or sale of its portfolio
securities shall be considered a cost of securities of the Fund and shall be
paid by the Fund. Absent instructions from Xxxxxx or the Trust to the contrary,
BIAM shall place all orders for the purchase and sale of securities for the Fund
with brokers and dealers selected by BIAM in the exercise of its fiduciary duty
to obtain best execution. BIAM is authorized and directed to place portfolio
transactions for the Fund only with brokers and dealers who BIAM believes will
render satisfactory service in the execution of orders at the best overall terms
available; provided, however, that BIAM may pay a broker an amount of commission
for effecting a securities transaction in excess of the amount of commission
another broker would have charged for effecting that transaction if BIAM
determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker viewed in terms of either that particular transaction or the overall
responsibilities of BIAM. BIAM is also authorized, consistent with the
requirements of NASD Conduct Rule 2830(k), to consider sales of variable
insurance contracts that permit allocation of contract values to the Fund as a
factor in selecting broker-dealers to execute portfolio transactions for the
Fund. In placing portfolio business with such broker-dealers, BIAM shall seek
the best execution of each transaction. Subject to the terms of this Agreement
and the applicable requirements and provisions of the law, including the 1940
Act and the Securities Exchange Act of 1934, as amended, and in the event that
BIAM or
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an affiliate is registered as a broker-dealer, BIAM may select a broker with
which it or any of its affiliates or the Fund is affiliated. BIAM or such
affiliated broker may effect or execute Fund securities transactions on an
agency basis, whether on a securities exchange or in the over-the-counter
market, and receive compensation from the Fund therefor.
Notwithstanding the foregoing, the Trust shall retain the right to
direct the placement of all portfolio transactions, and Xxxxxx or the Trustees
may establish policies or guidelines to be followed by BIAM in placing portfolio
transactions for the Fund pursuant to the foregoing provisions. BIAM shall
report on the placement of portfolio transactions in the prior fiscal quarter at
each quarterly meeting of the Trustees. To the extent consistent with applicable
law, purchase or sell orders for the Fund may be aggregated with simultaneous
purchase or sell orders for other clients of BIAM. Whenever BIAM simultaneously
places orders to purchase or sell the same security on behalf of the Fund and
one or more other clients of BIAM, such orders will be allocated as to price and
amount among all such clients in a manner reasonably believed by BIAM to be fair
and equitable to each client. Xxxxxx and the Trust recognize that, in some
cases, this procedure may adversely affect the results obtained for the Fund.
7. Representations of BIAM. BIAM hereby represents, warrants and
covenants to Xxxxxx as follows:
(a) BIAM: (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as this
Agreement remains in effect; (ii) is not prohibited by the 1940 Act or
the Advisers Act from performing the services contemplated by this
Agreement; (iii) has met in all material respects, and will continue to
meet in all material respects for so long as this Agreement remains in
effect, any other applicable federal or state requirements, or the
applicable requirements of any regulatory
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or industry self-regulatory organization necessary to be met in order
to perform the services contemplated by this Agreement; (iv) has the
legal and corporate authority to enter into and perform the services
contemplated by this Agreement; and (v) will immediately notify Xxxxxx
of the occurrence of any event that would disqualify BIAM from serving
as an investment adviser of an investment company pursuant to Section
9(a) of the 1940 Act or otherwise, and of the institution of any
administrative, regulatory or judicial proceeding against BIAM that
could have a material adverse effect upon BIAM's ability to fulfill its
obligations under this Agreement.
(b) BIAM has adopted a written code of ethics complying with
the requirements of Rule 17j-1 under the 1940 Act and will provide
Xxxxxx with a copy of such code of ethics, together with evidence of
its adoption. Within 45 days after the end of the last calendar quarter
of each year that this Agreement is in effect, the president or a vice
president of BIAM shall certify to Xxxxxx that BIAM has complied with
the requirements of Rule 17j-1 during the previous year and that there
has been no violation of BIAM's code of ethics or, if such a violation
has occurred, that appropriate action was taken in response to such
violation. Upon the written request of Xxxxxx, BIAM shall permit
Xxxxxx, its employees or its agents to examine the reports required to
be made to BIAM by Rule 17j-1.
(c) BIAM has provided Xxxxxx with a copy of its Form ADV as
most recently filed with the U.S. Securities and Exchange Commission
("SEC") and will, promptly after filing any material amendment to its
Form ADV with the SEC, furnish a copy of such amendment to Xxxxxx.
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(d) BIAM will notify Xxxxxx of any change in the identity or
control of its shareholders owning a 10% or greater interest in BIAM,
or any change that would constitute a change in control of BIAM under
the 1940 Act, prior to any such change if BIAM is aware, or should be
aware, of any such change, but in either event as soon as any such
change becomes known to BIAM, so long as such prior notification would
not violate applicable law. In such event, BIAM shall notify Xxxxxx
upon the occurrence of such change of control.
8. Representations of Xxxxxx. Xxxxxx hereby represents, warrants and
covenants to BIAM as follows:
(a) Xxxxxx: (i) is registered as an investment adviser under
the Advisers Act and will continue to be so registered for so long as
this Agreement remains in effect; (ii) is not prohibited by the 1940
Act or the Advisers Act from fulfilling its obligations under this
Agreement; (iii) has met in all material respects, and will continue to
meet in all material respects for so long as this Agreement remains in
effect, any other applicable federal or state requirements, or the
applicable requirements of any regulatory or industry self-regulatory
organization necessary to be met in order to fulfill its obligations
under this Agreement; (iv) has the legal and corporate authority to
enter into and perform this Agreement; and (v) will immediately notify
BIAM of the occurrence of any event that would disqualify Xxxxxx from
serving as an investment adviser of an investment company pursuant to
Section 9(a) of the 1940 Act or otherwise, and of the institution of
any administrative, regulatory or judicial proceeding against Xxxxxx
that could have a material adverse effect upon Xxxxxx' ability to
fulfill its obligations under this Agreement.
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(b) Xxxxxx has adopted a written code of ethics complying with
the requirements of Rule 17j-1 under the 1940 Act and will provide BIAM
with a copy of such code of ethics, together with evidence of its
adoption.
(c) Xxxxxx has provided BIAM with a copy of its Form ADV as
most recently filed with the U.S. Securities and Exchange Commission
("SEC") and will, promptly after filing any material amendment to its
Form ADV with the SEC, furnish a copy of such amendment to BIAM.
(d) Xxxxxx will notify BIAM of any change in the identity or
control of its shareholders owning a 10% or greater interest in Xxxxxx,
or any change that would constitute a change in control of Xxxxxx under
the 1940 Act, prior to any such change if Xxxxxx is aware, or should be
aware, of any such change, but in either event as soon as any such
change becomes known to Xxxxxx, so long as such prior notification
would not violate applicable law. In such event, Xxxxxx shall notify
BIAM upon the occurrence of such change of control.
9. Term. This Agreement shall become effective as of the date first set
forth above and shall continue in effect until the date before the second
anniversary of this Agreement, unless sooner terminated in accordance with its
terms, and shall continue in effect from year to year thereafter only so long as
such continuance is specifically approved at least annually by the vote of a
majority of the Trustees who are not parties hereto or interested persons of the
Trust or Xxxxxx, cast in person at a meeting called for the purpose of voting on
the approval of the terms of such renewal, and by either the Trustees or the
affirmative vote of a majority of the outstanding voting securities of the Fund.
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10. Termination. This Agreement may be terminated: (i) at any time,
without penalty, by the Trustees, or by the holders of interests in the Fund
acting by vote of at least a majority of its outstanding voting securities,
provided in any such case that 60 days' advance written notice of termination be
given to BIAM at its principal place of business; (ii) at any time, without
penalty, by the Trust if BIAM becomes unable to discharge its duties and
obligations under this Agreement; (iii) by BIAM or Xxxxxx upon a material breach
by the other party hereto of any of the covenants in Section 8 of that certain
Amendment to Operating Agreement, Liquidation and Dissolution Agreement dated
January 19, 2000 by and between BBOI Worldwide LLC, Xxxxxx and BIAM, if such
breach shall not have been cured within a 30 day period after notice of such
breach; (iv) by BIAM or Xxxxxx upon a material breach by the other party hereto
of any of the terms of this Agreement, if such breach shall not have been cured
within a 30 day period after notice of such breach; or (v) by BIAM or Xxxxxx at
any time after the expiration of five (5) years from the date of this Agreement,
without penalty, by giving 60 days' advance written notice of termination to the
other party hereto and to the Trust.
11. Assignment and Amendments. This Agreement shall automatically
terminate in the event of its assignment. This Agreement may be amended by the
parties only in a written instrument signed by all parties to this Agreement and
only if such amendment is specifically approved (i) by a majority of the
Trustees, including a majority of the Trustees who are not interested persons of
the Trust, Xxxxxx or its affiliates, and (ii) if required by applicable law, by
the affirmative vote of a majority of the outstanding voting securities in the
Fund. Notwithstanding the foregoing, the Registration Statement and the written
policies, procedures and guidelines, and written instructions form the Trustees
based on resolutions duly adopted by the Trustees referred to in Section 2
hereof may be amended by the Trust or the Trustees from time to time; provided,
however, that BIAM shall not be obligated to follow any such
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amendment until BIAM has received such amendment in writing from the Trust, the
Trustees or from Xxxxxx.
12. Limitation of Liability of BIAM. BIAM shall not be liable for any
error of judgment or mistake of law or for any loss arising out of any
investment 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. BIAM shall be
entitled to rely upon any written instructions from the Trustees of the Trust
based on resolutions duly adopted by the Trustees, and shall incur no liability
to Xxxxxx, the Trust or the Fund, or any officers thereof, in acting upon such
written instructions. In addition, BIAM shall be entitled to rely upon any
written instructions from Xxxxxx, or officers of the Trust, and shall incur no
liability to Xxxxxx in acting upon such written instructions. As used in this
section, "BIAM" shall include any affiliate of BIAM performing services for the
Fund contemplated hereunder and managers, directors, officers and employees of
BIAM and such affiliates.
13. Limitation of Liability of Xxxxxx. Xxxxxx shall not be liable to
BIAM for any error of judgment or mistake of law or for any loss arising out of
any investment 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 shall be
entitled to rely upon any written instructions from the Trustees of the Trust
based on resolutions duly adopted by the Trustees, and shall incur no liability
to BIAM, or any officers thereof, in acting upon such written instructions. In
addition, Xxxxxx shall be entitled to rely upon any written instructions from
BIAM, or officers of the Trust, and shall incur no liability to BIAM in
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acting upon such written instructions. As used in this section, "Xxxxxx" shall
include any affiliate of Xxxxxx performing services for the Fund contemplated
hereunder and managers, directors, officers and employees of Xxxxxx and such
affiliates.
14. Indemnification. Xxxxxx hereby indemnifies and holds harmless BIAM
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 BIAM takes or omits to
take pursuant to written instructions from Xxxxxx, or from 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.
BIAM hereby indemnifies and holds harmless Xxxxxx 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 BIAM's 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.
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15. Activities of BIAM. The investment advisory services provided by
BIAM hereunder are not exclusive, and BIAM is free to render similar services to
others so long as its services under this Agreement are not materially adversely
affected or otherwise materially impaired thereby. Nothing in this Agreement
shall limit or restrict the right of any director, officer, or employee of BIAM
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 business, whether of a similar
nature or a dissimilar nature.
16. Independent Contractor. BIAM shall for all purposes hereunder be
deemed to be an independent contractor and shall, unless otherwise provided or
authorized, have no authority to act for or represent Xxxxxx, the Fund or the
Trust in any way, nor otherwise be deemed an agent of, partner or joint venturer
with, Xxxxxx, the Fund or the Trust.
17. Third Party Beneficiary. The parties expressly 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.
18. Notices. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
certified or registered mail, return receipt requested and postage prepaid:
(a) To Xxxxxx at:
Xxxxxx LLC
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
Phone: (000) 000-0000
Fax: (000) 000-0000
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with a copy to:
Xxxxxxxxxxxx Xxxx & Xxxxxxxxx
0000 Xxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxx, Esq.
Phone: (000) 000-0000
Fax: (000) 000-0000
(b) To BIAM at:
Bank of Ireland Asset Management
(U.S.) Limited
00 Xxxxxxxxxxx Xxxxx
Xxxxxx 0, Xxxxxxx
Attention: Xxxxxxx X. Xxxxxx
Phone: 000 000 0 000 0000
Fax: 000 000 0 000 0000
with a copy to:
Bank of Ireland Asset Management
(U.S.) Limited
Two Xxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx Xxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
and
Xxxxxx Xxxxx & Xxxxxxx LLP
0000 X. Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxxxxxx X. Xxxxxx, Esq.
Phone: (000) 000-0000
Fax: (000) 000-0000
(c) To the Trust at:
Xxxxxx Institutional Products Trust
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxxxxx, President
Phone: (000) 000-0000
Fax: (000) 000-0000
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with a copy to:
Xxxxx, Xxxxxx & Xxxxxx LLP
000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
19. Certain Definitions. As used in this Agreement, the terms "vote of
a majority of the outstanding voting securities," "assignment," "approved at
least annually," and "interested persons" shall have the same meanings as when
used in the 1940 Act (in each case as the 1940 Act is now in effect or hereafter
may be amended) and the rules and regulations thereunder, subject to such
orders, exemptions and interpretations as may be issued by the Securities and
Exchange Commission (the "SEC") under the 1940 Act and as may be then in effect.
Where the effect of a requirement of the federal securities laws reflected in
any provision of this Agreement is made less restrictive by a rule, regulation,
order, interpretation or other authority of the SEC, whether of special or
general application, such provision shall be deemed to incorporate the effect of
such rule, regulation, order, interpretation or other authority.
20. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of Delaware (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 Delaware conflict with the applicable provisions of the
1940 Act, the latter shall control.
21. Miscellaneous. This Agreement may be executed in two or more
counterparts, which taken together shall constitute one and the same instrument.
The headings in this Agreement are included 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
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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 supersedes all prior agreements and understandings between the parties
with respect to such subject matter. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors.
22. Form ADV. Xxxxxx hereby acknowledges receipt of the Form ADV, Part
II which BIAM represents is the most recent version of such form which BIAM has
filed with the SEC. BIAM will, promptly after filing any amendment to its Form
ADV with the SEC, furnish a copy of such amendment to Xxxxxx and to the Trust.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
XXXXXX LLC
By:
--------------------------------
Name: Xxxx X. Xxxxxxxx
Title: President
BANK OF IRELAND ASSET
MANAGEMENT (U.S.) LIMITED
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title
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Exhibit A
Sub-Advisory fee payable to BIAM
Average daily net asset value of the Fund. Fee
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First $50m 45 bps
Next $50m 40 bps
Excess $100m 30 bps
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