EXHIBIT 5.4
INVESTMENT ADVISORY AGREEMENT
(BBOI WORLDWIDE LLC/XXXXXX INSTITUTIONAL PRODUCTS TRUST)
WITH RESPECT TO THE
XXXXXX/BIAM IPT - INTERNATIONAL FUND
This INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made this
_____ day of _____________, 1997, between BBOI WORLDWIDE LLC, a
Delaware limited liability company ("BBOI Worldwide"), and XXXXXX
INSTITUTIONAL PRODUCTS TRUST, a Delaware business trust (the "Trust"),
with respect to XXXXXX/BIAM IPT - INTERNATIONAL FUND (the "Fund"), a
series of the Trust.
RECITALS
A. The Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the
"1940 Act").
B. The Trust is authorized to create separate series of
interests in the Trust, each with its own separate investment
portfolio, and has created the Fund as one such series.
C. The Trust and BBOI Worldwide deem it mutually advantageous
that BBOI Worldwide should be appointed to assume responsibility for
the day-to-day management of the Fund and of the securities in the
Fund 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. The Trust hereby appoints BBOI Worldwide as
-----------
investment advisor and manager with respect to the Fund 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 Fund and to discharge the following
duties, subject to the oversight of the Trustees of the Trust:
(a) to manage the investment operations of the Fund and the
composition of its investment portfolio, and to determine,
without prior consultation with 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, 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, any orders issued to
the Trust by the Securities and Exchange Commission, and all
other applicable federal and state laws and regulations, and
to the provisions of the Internal Revenue Code of 1986, as
amended from time to time, as applicable to the Fund as a
regulated investment company under Subchapter M or as
required to maintain compliance with any diversification
provisions applicable to insurance company separate accounts
or qualified plans investing in the Fund;
(b) to cause its officers to attend meetings and furnish oral or
written reports, as the Trust may reasonably require, in
order to keep 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 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 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; to submit such reports
relating to the valuation of the Fund's assets and to
otherwise assist in the calculation of the net asset value
of interests in the Fund as may reasonably be requested; on
behalf of the Fund, to 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 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 Fund, 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 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
any records which it maintains for the Trust and which are
required to be maintained under the 1940 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; 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
-2-
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 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 Fund,
subject to the monitoring of the Trustees of the Trust, including but
not limited to:
(a) providing the Fund with office space, personnel, equipment
and facilities for maintaining its organization;
(b) on behalf of the Fund, 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 Fund's compliance with, insofar as they
relate to the Fund, (i) the Trust's 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 Fund, and written
instructions from the Trustees of the Trust 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 Fund;
(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 Fund;
(g) conducting investor relations;
(h) maintaining the Fund's existence and its records; and
-3-
(i) investigating the development of and developing and
implementing, if appropriate, management and investor
services designed to enhance the value or convenience of the
Fund as an investment vehicle.
4. Further Obligations. In all matters relating to the
-------------------
performance of this Agreement, BBOI Worldwide shall act in conformity
with the Trust's Trust Instrument, Bylaws and Registration Statement
and with the written policies, procedures and guidelines of the Fund,
and written instructions from the Trustees of the Trust 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. The
Trust agrees to provide to BBOI Worldwide copies of the Trust's 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 the Trust shall not be entitled to the efforts, advice,
recommendations or judgment of any specific person.
5. Obligations of the Trust. The Trust shall have the
------------------------
following obligations under this Agreement:
(a) to keep BBOI Worldwide continuously and fully informed (or
cause the custodian of the Fund's assets to keep BBOI
Worldwide 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 BBOI Worldwide 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 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. The Trust 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
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. BBOI Worldwide reserves the right to
waive or reimburse all or any portion of its fees hereunder.
-4-
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 Fund, any of the
Fund's expenses, which shall remain the Trust's own obligation and
responsibility to pay, including without limitation: (a) expenses of
registering the Trust with securities authorities, or registration or
filing fees incurred in the registration, qualification or exemption
of interests in the Fund with securities authorities; (b) compensation
(including reimbursement of expenses) of the Trustees of the Trust 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 Fund; (d) all
expenses incidental to holding meetings of the Trustees of the Trust
and of investors in the Fund, 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 Fund; (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 the Trust is a
party and the legal obligation which the Trust may have to indemnify
its Trustees and officers with respect thereto.
8. 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 the
Trust to the contrary, BBOI Worldwide shall place all orders for the
purchase and sale of securities for the Fund with brokers and dealers
selected by BBOI Worldwide. BBOI Worldwide is authorized and directed
to place portfolio transactions for the Fund 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 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 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, 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 Fund is affiliated.
BBOI Worldwide 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 the Trustees of the Trust may establish policies or
guidelines to be followed by BBOI Worldwide in placing portfolio
transactions for the Fund pursuant to the foregoing provisions. BBOI
Worldwide shall
-5-
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 Fund
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
Fund 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. The Trust recognizes that in some cases, this procedure may
adversely affect the results obtained for the Fund.
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 the Trust 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
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 the Trust 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 the Trust that this Agreement is in effect, BBOI
Worldwide shall certify to the Trust 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 the Trust, BBOI
Worldwide shall permit the Trust, 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 the Trust 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 the Trust.
-6-
(d) BBOI Worldwide will notify the Trust 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, 1999, 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 the Trust who are not parties
hereto or interested persons of the Trust 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 the Trust
or the affirmative vote of a majority of the outstanding voting
securities of the Fund.
11. Termination. This Agreement may be terminated at any time,
-----------
without penalty, by the Trustees of the Trust, or by the holders of
interests in the Fund 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 the Trust: (i) upon material breach by BBOI Worldwide of
any of the representations and warranties set forth in 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 the Trust, 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 the Trust
or BBOI Worldwide, and (ii) if required by applicable law, by the
affirmative vote of a majority of the outstanding voting securities of
the Fund. Notwithstanding the foregoing, the Trust's Registration
Statement and the written policies, procedures and guidelines, and
written instructions from the Trustees of the Trust based on
resolutions duly adopted by the Trustees referred to in Section 4
hereof may be amended by the Trust 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 the Trust 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 the Trust and, if required by
applicable law, by the affirmative vote of a majority of the
outstanding voting securities of the Fund, 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
-7-
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 Fund.
14. Limitation on Personal Liability. NOTICE IS HEREBY GIVEN
--------------------------------
that the Trust 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 the Trust 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 the Trust
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 the Trust 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 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. BBOI Worldwide
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 the Trust or the Fund in
acting upon such written instructions. As used in this section, "BBOI
Worldwide" shall include any affiliate of BBOI Worldwide performing
services for the Fund 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. The Trust 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 the Trust based on
resolutions duly adopted by the Trustees, 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 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 the Trust
and its Trustees, officers, shareholders, employees and agents, and
any controlling person thereof, from all losses, charges,
-8-
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 the Trust 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 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 the Trust or the Fund in any way, nor otherwise
be deemed an agent of, partner or joint venturer with, the Trust or
the Fund.
19. Names. The Trust and the Fund (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
the Fund's name 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
-9-
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 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 INSTITUTIONAL PRODUCTS TRUST, with
respect to the XXXXXX/BIAM IPT -
INTERNATIONAL FUND
By________________________________________
Title:
-10-
