EXHIBIT 5.1
XXXXXX/BIAM INTERNATIONAL PORTFOLIO
(A SERIES OF XXXXXX/BIAM WORLDWIDE PORTFOLIOS TRUST)
INVESTMENT ADVISORY AGREEMENT
(BBOI WORLDWIDE LLC)
THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made this day
of , 1996, between BBOI WORLDWIDE LLC, a Delaware limited liability
company ("BBOI Worldwide"), and XXXXXX/BIAM WORLDWIDE PORTFOLIOS TRUST, a
Delaware business trust ("Worldwide Portfolios"), with respect to XXXXXX/BIAM
INTERNATIONAL PORTFOLIO (the "Portfolio"), a series of Worldwide Portfolios.
RECITALS
A. Worldwide Portfolios is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act").
B. Worldwide Portfolios is authorized to create separate series of
interests in Worldwide Portfolios, each with its own separate investment
portfolio, and has created the Portfolio as one such series.
C. Worldwide Portfolios and BBOI Worldwide deem it mutually advantageous
that BBOI Worldwide should be appointed to assume responsibility for the day-to-
day management of the Portfolio and of the securities in the Portfolio in
accordance with the terms and conditions of this Agreement.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. APPOINTMENT. Worldwide Portfolios hereby appoints BBOI Worldwide as
investment advisor and manager with respect to the Portfolio for the period and
on the terms set forth in this Agreement. BBOI Worldwide hereby accepts such
appointment and agrees to render the services herein set forth, for the
compensation herein provided.
2. INVESTMENT ADVISORY SERVICES. BBOI Worldwide undertakes to act as
investment advisor to the Portfolio and to discharge the following duties,
subject to the oversight of the Trustees of Worldwide Portfolios:
(a) to manage the investment operations of the Portfolio and the
composition of its investment portfolio, and to determine, without
prior consultation with Worldwide Portfolios, what securities and
other assets of the Portfolio will be acquired, held, disposed of or
loaned, in conformity with
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the investment objective, policies and restrictions and the other
statements concerning the Portfolio in Worldwide Portfolios' Trust
Instrument, Bylaws and registration statement under the Investment
Company Act of 1940 (the "1940 Act"), the Investment Advisers Act of
1940 ("Advisers Act"), the rules thereunder, and all other applicable
federal and state laws and regulations, and to the provisions of
Subchapter M of the Internal Revenue Code of 1986, as amended from
time to time, if applicable to any of the investors investing in the
Portfolio;
(b) to cause its officers to attend meetings and furnish oral or written
reports, as Worldwide Portfolios may reasonably require, in order to
keep the Trustees and appropriate officers of Worldwide Portfolios
fully informed as to the condition of the investment portfolio of the
Portfolio, the investment decisions of BBOI Worldwide, and the
investment considerations which have given rise to those decisions;
(c) to place orders for the purchase and sale of securities for
investments of the Portfolio and for other related transactions; to
give instructions to the custodian (including any subcustodian) of the
Portfolio as to deliveries of securities to and from such custodian
and receipt and payments of cash for the account of the Portfolio, and
advise Worldwide Portfolios on the same day such instructions are
given; to submit such reports relating to the valuation of the
Portfolio's assets and to otherwise assist in the calculation of the
net asset value of interests in the Portfolio as may reasonably be
requested; on behalf of the Portfolio, to exercise such voting rights,
subscription rights, rights to consent to corporate action and any
other rights pertaining to the Portfolio'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 Worldwide Portfolios,
or, in the event that Worldwide Portfolios retains the right to
exercise such voting and other rights, to furnish Worldwide Portfolios
with advice as to the manner in which such rights should be exercised;
(d) to maintain all books and records required to be maintained by BBOI
Worldwide pursuant to the 1940 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 Portfolio, and to
furnish the Trustees with such periodic and special reports as the
Trustees reasonably may request. BBOI Worldwide hereby agrees that
all records which it maintains for the Portfolio or Worldwide
Portfolios are the property of Worldwide Portfolios, agrees to permit
the reasonable inspection thereof by Worldwide Portfolios or its
designees and agrees to preserve for the periods prescribed under the
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1940 Act any records which it maintains for Worldwide Portfolios and
which are required to be maintained under the 1940 Act, and further
agrees to surrender promptly to Worldwide Portfolios or its designees
any records which it maintains for Worldwide Portfolios upon request
by Worldwide Portfolios; and
(e) at such times as shall be reasonably requested by the Trustees, to
provide the Trustees 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 Worldwide Portfolios pursuant to Section 15(c) of the 1940
Act, and to make available to the Trustees any economic, statistical
and investment services normally available to similar investment
company clients of BBOI Worldwide.
3. MANAGERIAL AND ADMINISTRATIVE SERVICES. BBOI Worldwide shall perform,
or arrange for the performance of, all managerial and administrative services
necessary for the operation of the Portfolio, subject to the monitoring of the
Trustees of Worldwide Portfolios, including but not limited to:
(a) providing the Portfolio with office space, personnel, equipment and
facilities for maintaining its organization;
(b) on behalf of the Portfolio, supervising relations with, and monitoring
the performance of custodians, subcustodians, depositories, transfer
and pricing agents, accountants, attorneys, placement agents, insurers
and other persons in any capacity deemed to be necessary or desirable;
(c) preparing all general investor communications, including investor
reports;
(d) providing personnel and assistance necessary to maintain the
registration, qualification or exemption to sell interests under the
federal securities laws and in each state where BBOI Worldwide has
determined such registration, qualification or exemption to be
advisable;
(e) monitoring the Portfolio's compliance with, insofar as they relate to
the Portfolio, (i) Worldwide Portfolios' Trust Instrument, Bylaws and
currently effective registration statement under the 1940 Act and any
amendments or supplements thereto ("Registration Statement"); (ii) the
written policies, procedures and guidelines of the Portfolio, and
written instructions from the Trustees of Worldwide Portfolios based
on resolutions duly adopted by the Trustees; (iii) the requirements of
the Securities Act of 1933, the 1940 Act, the Advisers Act, the rules
thereunder, and all other applicable federal and state laws and
regulations; and (iv) the provisions of Subchapter M of the Internal
Revenue Code, if applicable to any of the investors investing in the
Portfolio;
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(f) arranging for and supervising the preparation of any or all
registration statements, tax returns, proxy materials, financial
statements, notices and reports for filings with regulatory
authorities and distribution to holders of interests in the Portfolio;
(g) conducting investor relations;
(h) maintaining the Portfolio's existence and its records; and
(i) investigating the development of and developing and implementing, if
appropriate, management and investor services designed to enhance the
value or convenience of the Portfolio as an investment vehicle.
4. FURTHER OBLIGATIONS. In all matters relating to the performance of
this Agreement, BBOI Worldwide shall act in conformity with Worldwide
Portfolios' Trust Instrument, Bylaws and Registration Statement and with the
written policies, procedures and guidelines of the Portfolio, and written
instructions from the Trustees of Worldwide Portfolios based on resolutions duly
adopted by the Trustees, and comply with the requirements of the 1940 Act, the
Advisers Act, the rules thereunder, and all other applicable federal and state
laws and regulations. Worldwide Portfolios agrees to provide to BBOI Worldwide
copies of Worldwide Portfolios' Trust Instrument, Bylaws, Registration
Statement, written policies, procedures and guidelines and written instructions
of the Trustees based on resolutions duly adopted by the Trustees, and any
amendments or supplements to any of them at, or, if practicable, before the time
such materials become effective. BBOI Worldwide may perform its services
through any qualified employee, officer or agent of BBOI Worldwide, and
Worldwide Portfolios shall not be entitled to the efforts, advice,
recommendations or judgment of any specific person.
5. OBLIGATIONS OF WORLDWIDE PORTFOLIOS. Worldwide Portfolios shall have
the following obligations under this Agreement:
(a) to keep BBOI Worldwide continuously and fully informed (or cause the
custodian of the Portfolio's assets to keep BBOI Worldwide so
informed) as to the composition of the investment portfolio of the
Portfolio, cash requirements and cash available for investment in the
Portfolio and the nature of all of the Portfolio's assets and
liabilities;
(b) to furnish BBOI Worldwide with a certified copy of any financial
statement or report prepared for the Portfolio by certified or
independent public accountants and with copies of any financial
statements or reports made to the Portfolio's investors or to any
governmental body or securities exchange;
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(c) to furnish BBOI Worldwide with any further materials or information
which BBOI Worldwide may reasonably request to enable it to perform
its function under this Agreement; and
(d) to compensate BBOI Worldwide for its services and in accordance with
the provisions of Section 6 hereof.
6. COMPENSATION. Worldwide Portfolios shall pay to BBOI Worldwide for
its services under this Agreement a fee, payable in United States dollars, at an
annual rate of 0.90% of the average daily net asset value of the Portfolio.
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. BBOI
Worldwide reserves the right to waive or reimburse all or any portion of its
fees hereunder.
7. EXPENSES AND EXCLUDED EXPENSES. BBOI Worldwide shall pay all its own
costs and expenses incurred in rendering the services required under this
Agreement. Notwithstanding any other provision hereof, it is expressly agreed
that BBOI Worldwide shall not be responsible to pay, directly or on behalf of
the Portfolio, any of the Portfolio's expenses, which shall remain Worldwide
Portfolios' own obligation and responsibility to pay, including without
limitation: (a) expenses of registering Worldwide Portfolios with securities
authorities, or registration or filing fees incurred in the registration,
qualification or exemption of interests in the Portfolio with securities
authorities; (b) compensation (including reimbursement of expenses) of the
Trustees of Worldwide Portfolios who are not "interested persons" as defined in
the 1940 Act; (c) expenses of preparing, printing and mailing reports, notices,
proxy materials and other required communications to investors in the Portfolio;
(d) all expenses incidental to holding meetings of the Trustees of Worldwide
Portfolios and of investors in the Portfolio, including proxy solicitations
therefor; (e) legal and audit expenses; (f) insurance premiums for fidelity and
other coverage; (g) brokerage commissions and other costs in connection with the
purchase and sale of securities and other assets of the Portfolio; (h)
custodian, transfer agent, recordkeeping and pricing agent fees and expenses;
(i) interest and taxes; and (j) such non-recurring or extraordinary expenses as
may arise, including those relating to actions, suits or proceedings to which
Worldwide Portfolios is a party and the legal obligation which Worldwide
Portfolios may have to indemnify its Trustees and officers with respect thereto.
8. BROKERAGE COMMISSIONS. For purposes of this Agreement, brokerage
commissions paid by the Portfolio upon the purchase or sale of its portfolio
securities shall be considered a cost of securities of the Portfolio and shall
be paid by the Portfolio. Absent instructions from Worldwide Portfolios to the
contrary, BBOI Worldwide shall place all orders for the purchase and sale of
securities for the Portfolio with brokers and dealers selected by BBOI
Worldwide. BBOI Worldwide is authorized and directed to place portfolio
transactions for the Portfolio only with brokers and dealers who render
satisfactory service in the execution of orders at the most favorable prices and
at reasonable commission rates, provided, however, that BBOI Worldwide 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
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effecting that transaction if BBOI Worldwide 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 BBOI Worldwide. BBOI
Worldwide is also authorized to consider sales of shares in any fund investing
in the Portfolio as a factor in selecting broker-dealers to execute portfolio
transactions for the Portfolio. In placing portfolio business with such broker-
dealers, BBOI Worldwide 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 BBOI Worldwide or an affiliate is
registered as a broker-dealer, BBOI Worldwide may select a broker with which it
or any of its affiliates or the Portfolio is affiliated. BBOI Worldwide or such
affiliated broker may effect or execute Portfolio securities transactions on an
agency basis, whether on a securities exchange or in the over-the-counter
market, and receive compensation from the Portfolio therefor. Notwithstanding
the foregoing, Worldwide Portfolios shall retain the right to direct the
placement of all portfolio transactions, and the Trustees of Worldwide
Portfolios may establish policies or guidelines to be followed by BBOI Worldwide
in placing portfolio transactions for the Portfolio pursuant to the foregoing
provisions. BBOI Worldwide shall report on the placement of portfolio
transactions in the prior fiscal quarter at each quarterly meeting of such
Trustees. To the extent consistent with applicable law, purchase or sell orders
for the Portfolio may be aggregated with simultaneous purchase or sell orders
for other clients of BBOI Worldwide. Whenever BBOI Worldwide simultaneously
places orders to purchase or sell the same security on behalf of the Portfolio
and one or more other clients of BBOI Worldwide, such orders will be allocated
as to price and amount among all such clients in a manner reasonably believed by
BBOI Worldwide to be fair and equitable to each client. Worldwide Portfolios
recognizes that in some cases, this procedure may adversely affect the results
obtained for the Portfolio.
9. REPRESENTATIONS OF BBOI WORLDWIDE. BBOI Worldwide hereby represents,
warrants and covenants as follows:
(a) BBOI Worldwide: (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, and will continue to meet for so long as
this Agreement remains in effect, any other applicable federal or
state requirements, or the applicable requirement of any regulatory 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
Worldwide Portfolios of the occurrence of any event that would
disqualify BBOI Worldwide 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
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administrative, regulatory or judicial proceeding against BBOI
Worldwide that could have a material adverse effect upon BBOI
Worldwide's ability to fulfill its obligations under this Agreement.
(b) BBOI Worldwide has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and will provide
Worldwide Portfolios with a copy of such code of ethics, together with
evidence of its adoption. Within 45 days after the end of the last
quarter of each fiscal year of Worldwide Portfolios that this
Agreement is in effect, BBOI Worldwide shall certify to Worldwide
Portfolios that BBOI Worldwide has complied with the requirements of
Rule 17j-1 during the previous year and that there has been no
violation of BBOI Worldwide'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 Worldwide Portfolios, BBOI
Worldwide shall permit Worldwide Portfolios, its employees or its
agents to examine the reports required to be made to BBOI Worldwide by
Rule 17j-1(c)(1) and all other records relevant to BBOI Worldwide's
code of ethics.
(c) BBOI Worldwide has provided Worldwide Portfolios 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 amendment to
its Form ADV with the SEC, furnish a copy of such amendment to
Worldwide Portfolios.
(d) BBOI Worldwide will notify Worldwide Portfolios of any change or
proposed change in the identity or control of its members as soon as
known by BBOI Worldwide.
10. TERM. This Agreement shall become effective as of the date first set
forth above and shall continue in effect until the last day of April, 1998,
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 of Worldwide Portfolios who are not parties hereto or interested
persons of Worldwide Portfolios or BBOI Worldwide, 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 of Worldwide Portfolios or the affirmative vote of a
majority of the outstanding voting securities of the Portfolio.
11. TERMINATION. This Agreement may be terminated at any time, without
penalty, by the Trustees of Worldwide Portfolios, or by the holders of interests
in the Portfolio acting by vote of at least a majority of its outstanding voting
securities, provided in either case that 60 days' advance written notice of
termination be given to BBOI Worldwide at its principal place of business. This
Agreement may also be terminated by Worldwide Portfolios: (i) upon material
breach by BBOI Worldwide of any of the representations and warranties set forth
in
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Section 9 of this Agreement, if such breach shall not have been cured within a
20-day period after notice of such breach; or (ii) if BBOI Worldwide becomes
unable to discharge its duties and obligations under this Agreement. This
Agreement may be terminated by BBOI Worldwide at any time, without penalty, by
giving 60 days' advance written notice of termination to Worldwide Portfolios,
addressed to its principal place of business.
12. 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
Worldwide Portfolios or BBOI Worldwide, and (ii) if required by applicable law,
by the affirmative vote of a majority of the outstanding voting securities of
the Portfolio. Notwithstanding the foregoing, Worldwide Portfolios'
Registration Statement and the written policies, procedures and guidelines, and
written instructions from the Trustees of Worldwide Portfolios based on
resolutions duly adopted by the Trustees referred to in Section 4 hereof may be
amended by Worldwide Portfolios or the Trustees from time to time; provided,
however, that BBOI Worldwide shall not be obligated to follow any such amendment
until BBOI Worldwide has received such amendment in writing from Worldwide
Portfolios or the Trustees.
13. DELEGATION. Notwithstanding anything herein to the contrary, BBOI
Worldwide may delegate any or all of its duties and responsibilities under this
Agreement to one or more parties subject to the approval of the Trustees of
Worldwide Portfolios and, if required by applicable law, by the affirmative vote
of a majority of the outstanding voting securities of the Portfolio, pursuant in
each case to a written agreement with a party that, if applicable, meets the
requirements of Section 15 of the 1940 Act and the rules thereunder applicable
to contracts for service as an investment adviser of a registered investment
company, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. No delegation pursuant to this provision
shall relieve BBOI Worldwide of its duties or responsibilities hereunder, and
BBOI Worldwide shall appropriately oversee, monitor and evaluate the activities
of any party appointed hereunder for the Portfolio.
14. LIMITATION ON PERSONAL LIABILITY. NOTICE IS HEREBY GIVEN that
Worldwide Portfolios is a business trust organized under the Delaware Business
Trust Act pursuant to a Certificate of Trust filed in the office of the
Secretary of State of the State of Delaware. All parties to this Agreement
acknowledge and agree that Worldwide Portfolios is a series trust and all debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to a particular series shall be enforceable against the
assets held with respect to such series only, and not against the assets of
Worldwide Portfolios generally or against the assets held with respect to any
other series and further that no Trustee, officer or holder of shares of
beneficial interest of Worldwide Portfolios shall be personally liable for any
of the foregoing.
15. LIMITATION OF LIABILITY OF BBOI WORLDWIDE. BBOI Worldwide shall not
be liable for any error of judgment or mistake of law or for any loss arising
out of any
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investment or for any act or omission taken with respect to the Portfolio,
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. BBOI Worldwide
shall be entitled to rely upon any written instructions from the Trustees of
Worldwide Portfolios based on resolutions duly adopted by the Trustees and shall
incur no liability to Worldwide Portfolios or the Portfolio in acting upon such
written instructions. As used in this section, "BBOI Worldwide" shall include
any affiliate of BBOI Worldwide performing services for the Portfolio
contemplated hereunder, the Sub-Advisor and the Sub-Administrator as defined in
Section 16 hereof, and managers, directors, officers and employees of BBOI
Worldwide and each of the foregoing.
16. INDEMNIFICATION. Worldwide Portfolios hereby indemnifies and holds
harmless BBOI Worldwide and its officers, managers, members, employees and
agents, and any controlling person thereof, and any person to whom BBOI
Worldwide has delegated any of its duties and responsibilities pursuant to
Section 13 hereof, including Bank of Ireland Asset Management (U.S.) Limited, to
which BBOI Worldwide has delegated its duties and responsibilities specified in
Section 2 of this Agreement (the "Sub-Advisor") and Xxxxxx Associates, Inc., to
which BBOI Worldwide has delegated its duties and responsibilities specified in
Section 3 of this Agreement (the "Sub-Administrator"), 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 BBOI
Worldwide or the Sub-Advisor or the Sub-Administrator takes or omits to take
pursuant to written instructions from the Trustees of Worldwide Portfolios based
on resolutions duly adopted by the Trustees, provided that no person shall be
indemnified hereunder against any liability to Worldwide Portfolios or its
shareholders (or any expenses incident to such liability) arising out of their
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.
BBOI Worldwide hereby indemnifies and holds harmless Worldwide Portfolios
and its Trustees, officers, 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 out of BBOI Worldwide's or the Sub-Advisor's or
the Sub-Administrator'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 Worldwide Portfolios or its
shareholders (or any expenses incident to such liability) arising out of their
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.
17. ACTIVITIES OF BBOI WORLDWIDE. The services of BBOI Worldwide
hereunder are not to be deemed to be exclusive, and BBOI Worldwide 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
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right of any manager, officer or employee of BBOI Worldwide 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.
18. INDEPENDENT CONTRACTOR. BBOI Worldwide 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 Worldwide
Portfolios or the Portfolio in any way, nor otherwise be deemed an agent of,
partner or joint venturer with, Worldwide Portfolios or the Portfolio.
19. NAMES. Worldwide Portfolios and the Portfolio (together, the "Trust
Entities") may use the name "Bank of Ireland Asset Management" or "Xxxxxx" or
any name derived from or similar to "Bank of Ireland Asset Management" or
"Xxxxxx Associates, Inc.," including without limitation "Xxxxxx/BIAM," only for
so long as this Agreement or any extension, renewal or amendment hereof shall
remain in effect. At such time as such a contract shall no longer be in effect,
each of the Trust Entities will (to the extent that each lawfully can) cease to
use such a name or any other name indicating that it is advised by or otherwise
connected with Bank of Ireland Asset Management (U.S.) Limited, an Irish company
("BIAM"), or Xxxxxx Associates, Inc., a Delaware company ("Xxxxxx Associates").
The Trust Entities acknowledge that they have adopted the term "Xxxxxx/BIAM" as
part of their names through permission of BIAM and Xxxxxx Associates,
respectively, and agree that BIAM and Xxxxxx Associates each reserve to
themselves, their respective affiliates and any successors to their respective
businesses the right to grant the non-exclusive right to use the name "Bank of
Ireland Asset Management," "BIAM," "Xxxxxx" or "BAI" or any similar names to any
other corporation or entity.
20. 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 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.
21. GOVERNING LAW. This Agreement shall be construed in 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.
22. MISCELLANEOUS. 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
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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 member or
officer to execute this Agreement as of the date and year first above written.
BBOI WORLDWIDE LLC
By: Xxxxxx Associates, Inc.,
Its Member
By
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Title:
XXXXXX/BIAM WORLDWIDE PORTFOLIOS TRUST,
with respect to the XXXXXX/BIAM
INTERNATIONAL PORTFOLIO
By
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Title:
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