Exhibit 5(vi) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SUB-INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of , 1993 by and between BANKERS TRUST COMPANY (herein
called "BT") and BT FUND MANAGERS INTERNATIONAL LIMITED (herein called the
"Investment Adviser").
WHEREAS, PACIFIC BASIN EQUITY PORTFOLIO, a series of BT INVESTMENT
PORTFOLIOS a New York Trust (herein called the "Portfolio") is registered as an
open-end diversified management investment company under the Investment Company
Act of 1940;
WHEREAS, the Portfolio has retained BT to serve at its investment adviser
pursuant to an Investment Advisory Agreement that permits BT to delegate certain
investment advisory services thereunder to a sub-investment adviser selected by
BT;
WHEREAS, BT desires to retain the Investment Adviser to render to the
Portfolio certain investment advisory services, and the Investment Adviser is
willing to so render such services on the terms hereinafter set forth;
NOW, THEREFORE, this Agreement
W I T N E S S E T H:
In consideration of the promises and mutual covenants herein contained, it
is agreed between the parties as follows:
1. Appointment. BT hereby appoints the Investment Adviser to act as
sub-investment adviser to the Portfolio for the period and on the terms set
forth in this Agreement. The Investment Adviser accepts such appointment and
agrees to render the services herein set forth for the compensation herein
provided.
2. Management. Subject to the supervision of BT and the Board of Trustees
of the Portfolio, the Investment Adviser will provide a continuous investment
program for the Portfolio, including investment research and management with
respect to all securities, investments, cash and cash equivalents in the
Portfolio. The Investment Adviser will determine from time to time what
securities and other investments will be purchased, retained or sold by the
Portfolio. The Investment Adviser will provide the services rendered by it
hereunder in accordance with the Portfolio's investment objective(s) and
policies as stated in the Portfolio's then-current Registration Statement on
Form N-1A. The Investment Adviser further agrees that it:
(a) will conform with all applicable Rules and Regulations of the U.S.
Securities and Exchange Commission (herein called the "Rules") and with the U.S.
Securities Act of 1933, the U.S. Securities Exchange Act of 1934 (the "1934
Act"), the U.S. Investment Company Act of 1940 (the "1940 Act") and the U.S.
Investment Advisers Act of 1940 (the "Advisers Act"), all as amended, and will
in addition conduct its activities under this Agreement in accordance with
regulations of the Board of Governors of the Federal Reserve System pertaining
to the investment advisory activities of bank holding companies and their
subsidiaries;
(b) will place orders pursuant to its investment determinations for the
Portfolio either directly with the issuer or with any broker or dealer selected
by it. In placing orders with brokers and dealers, the Investment Adviser will
use its reasonable best efforts to obtain the best net price and the most
favorable execution of its orders, after taking into account all factors it
deems relevant, including the breadth of the market in the security, the price
of the security, the financial condition and execution capability of the broker
or dealer, and the reasonableness of the commission, if any, both for the
specific transaction and on a continuing basis. Consistent with this obligation,
the Investment Adviser may, to the extent permitted by law, purchase and sell
portfolio securities to and from brokers and dealers who provide brokerage and
research services (within the meaning of Section 28(e) of the 0000 Xxx) to or
for the benefit of any fund and/or other accounts over which the Investment
Adviser or any of its affiliates exercises investment discretion. Subject to the
review of BT and the Portfolio's Board of Trustees from time to time with
respect to the extent and continuation of the policy, the Investment Adviser is
authorized to pay to a broker or dealer who provides such brokerage and research
services a commission for effecting a securities transaction which is in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction if the Investment Adviser determines in good faith
that such commission was reasonable in relation to the value of the brokerage
and research services provided by such broker or dealer, viewed in terms of
either that particular transaction or the overall responsibilities of the
Investment Adviser with respect to the accounts as to which it exercises
investment discretion; and
(c) will maintain books and records with respect to the Portfolio's
securities transactions and will render to BT and the Portfolio's Board of
Trustees such periodic and special reports as BT and/or the Board may request.
3. Services Not Exclusive. The investment management services rendered by
the Investment Adviser hereunder are not to be deemed exclusive, and the
Investment Adviser shall be free to render similar services to others so long as
its services under this Agreement are not impaired thereby.
4. Books and Records. In compliance with the requirements of Rule 31a-3 of
the Rules under the 1940 Act, the Investment Adviser hereby agrees that all
records which it maintains for the Portfolio are the property of the Portfolio
and further agrees to surrender, or cause to be surrendered, promptly to the
Portfolio any of such records upon BT's and/or the Portfolio's request. The
Investment Adviser further agrees to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1
under the 1940 Act and to comply in full with the requirements of Rule 204-2
under the Advisers Act pertaining to the maintenance of books and records.
5. Expenses. During the term of this Agreement, the Investment Adviser
will pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of securities (including brokerage
commissions, if any) purchased for the Portfolio.
6. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, BT will pay the Investment Adviser and the
Investment Adviser will accept as full compensation therefor a fee, computed
daily and payable monthly, in an amount equal to the annual rate of .60% of the
Portfolio's average daily net assets.
7. Limitation of Liability of the Investment Adviser; Indemnification. The
Investment Adviser shall not be liable for any error of judgment or mistake of
law or for any loss suffered by BT or the Portfolio in connection with the
matters to which this Agreement relates, except a loss resulting from a breach
of fiduciary duty with respect to the receipt of compensation for services or a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Investment Adviser in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement.
8. Duration and Termination. This Agreement shall be effective as of the
date the Portfolio commences investment operations after this Agreement shall
have been approved by the Board of Trustees of the Portfolio and the investor(s)
in the Portfolio in the manner contemplated by Section 15 of the 1940 Act and,
unless sooner terminated as provided herein, shall continue until the second
anniversary of such date. Thereafter, if not terminated, this Agreement shall
continue in effect for successive periods of 12 months each, provided such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Board of Trustees of the Portfolio who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Board of Trustees of the Portfolio or by vote of a majority of the
outstanding voting securities of the Portfolio. This Agreement may be terminated
at any time, without the payment of any penalty, by the Board of Trustees of the
Portfolio, by BT upon notification to the Board of Trustees of the Portfolio or
by vote of a majority of the outstanding voting securities of the Portfolio on
60 days' written notice to the Investment Adviser. This Agreement may be
terminated by the Investment Adviser at any time, without payment of any
penalty, on 90 days' written notice to BT and to the Portfolio. This Agreement
will automatically terminate in the event of its assignment. (As used in this
Agreement, the terms, "majority of the outstanding voting securities,"
"interested person" and "assignment" shall have the same meanings as such terms
have in the 1940 Act and the rules and regulatory constructions thereunder.)
9. Amendment of this Agreement. No material term of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment of a material term of this
Agreement shall be effective until approved by vote of a majority of the
Portfolio's outstanding voting securities.
10. (a) Representations and Warranties. The Investment Adviser hereby
represents and warrants as follows:
(i) The Investment Adviser is registered under the Advisers Act;
(ii) The Investment Adviser has all requisite authority to enter
into, execute, deliver and perform its obligations under, this
Agreement;
(iii) This Agreement is legal, valid and binding, and enforceable
in accordance with its terms; and
(iv) The performance by the Investment Adviser of its obligations
under this Agreement does not conflict with any law to which it is
subject.
(b) Covenants. The Investment Adviser hereby covenants and agrees
that, so long as this Agreement shall remain in effect,
(i) The Investment Adviser shall remain registered under the
Advisers Act; and
(ii) The performance by the Investment Adviser of its obligations
under this Agreement shall not conflict with any law to which it is
then subject.
11. Notices. Any notice required to be given pursuant to this Agreement
shall be deemed duly given if delivered or mailed by registered mail, postage
prepaid, (a) to the Investment Adviser at Xxxxx 00, Xxxxxxxxxxxx Xxxx Xxxxxxxx,
000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxx 0000; (b) to BT at 000 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; or (c) to the Portfolio at 0 Xx. Xxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000.
12. Waiver. With full knowledge of the circumstances and the effect of its
action, the Investment Adviser hereby waives any and all rights which it may
acquire in the future against the property of any investor in the Portfolio,
other than beneficial interests in the Portfolio at their then net asset value,
which arise out of any action or inaction of the Portfolio under this Agreement.
13. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof 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 and shall be governed by the laws
of the State of New York of the United States, without reference to principles
of conflicts of law.
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.
Attest: BT FUND MANAGERS
INTERNATIONAL LIMITED
By:
Name:
Title:
Attest: BANKERS TRUST COMPANY
By:
Name:
Title:
