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EXHIBIT 23(h)-3a
AMENDMENT NO. 1
TO
ADMINISTRATIVE SERVICES AGREEMENT
▇▇▇▇▇▇ IPT - SMALL COMPANY GROWTH FUND
(A SERIES OF ▇▇▇▇▇▇ INSTITUTIONAL PRODUCTS TRUST)
This AMENDMENT NO. 1 TO ADMINISTRATIVE SERVICES AGREEMENT (the
"Amendment") is made effective as of the 1st day of October, 1999, between
▇▇▇▇▇▇ LLC, a Nevada limited liability company, and ▇▇▇▇▇▇ INSTITUTIONAL
PRODUCTS TRUST, a Delaware business trust (the "Trust"), with respect to the
▇▇▇▇▇▇ IPT - SMALL COMPANY GROWTH FUND (the "Fund"), a series of the Trust.
RECITALS
▇. ▇▇▇▇▇▇ Associates, Inc., and the Trust entered into that certain
Administrative Services Agreement dated April 16, 1996 (the "Agreement"),
setting forth the terms and conditions under which the Trust has appointed
▇▇▇▇▇▇ Associates, Inc., to provide certain administrative services to the Fund.
B. Effective September 30, 1999, ▇▇▇▇▇▇ Associates, Inc., assigned and
transferred all its rights, interests, duties and obligations, including its
rights, interests, duties and obligations under the Agreement, to its
subsidiary, ▇▇▇▇▇▇ LLC, in an assignment and transfer approved by the Trustees
of the Trust.
▇. ▇▇▇▇▇▇ LLC and the Trust desire to set forth in this Amendment their
mutual agreement that ▇▇▇▇▇▇ LLC will continue to provide the services required
by the Agreement, but without compensation or payment therefor.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. Elimination of Compensation. Section 2 of the Agreement is hereby
amended in its entirety to read as follows:
"2. For its services under this Agreement, ▇▇▇▇▇▇ LLC shall
not be compensated or paid a fee."
2. No Other Changes. No changes to the Agreement are intended by the
parties other than the changes reflected in Section 1 of this Amendment, and all
other provisions of the Agreement are hereby confirmed.
3. 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 Amendment acknowledge
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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.
4. Governing Law. This Amendment 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 Investment Company Act of 1940, as amended. To
the extent that the applicable laws of the State of Colorado conflict with the
applicable provisions of the Investment Company Act of 1940, as amended, the
latter shall control.
IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Amendment as of the date and year first above written.
▇▇▇▇▇▇ LLC
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
▇▇▇▇▇▇ INSTITUTIONAL PRODUCTS TRUST, with
respect to the series known as the ▇▇▇▇▇▇
IPT - SMALL COMPANY GROWTH FUND
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
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