UBS020
UBS INTERNATIONAL EQUITY PORTFOLIO
INVESTMENT ADVISORY AGREEMENT
Agreement, made this __ day of February, 1996, between UBS
Investor Portfolios Trust, a trust organized under the laws of the State of New
York (the "Trust"), on behalf of its series known as UBS International Equity
Portfolio (the "Portfolio"), and Union Bank of Switzerland, New York Branch (the
"Adviser").
WHEREAS, the Trust is an open-end management investment
company registered under the Investment Company Act of 1940 (the "1940 Act");
and
WHEREAS, the Portfolio, a diversified mutual fund, desires to
retain the Adviser to render investment advisory and certain related
administrative services, and the Adviser is willing to render such services;
NOW, THEREFORE, this Agreement
W I T N E S S E T H:
that in consideration of the premises and mutual promises hereinafter set forth,
the parties hereto agree as follows:
1. The Portfolio hereby appoints the Adviser to act as
investment adviser to the Portfolio for the period and on the terms set forth in
this Agreement. The Adviser accepts such appointment and agrees to render the
services herein set forth, for the compensation herein provided. The Adviser may
enter into an agreement (the "Sub-Advisory Agreement") with UBS International
Investment London Limited ("Sub-Adviser") pursuant to which the Sub-Adviser
shall furnish to the Portfolio the investment advisory services specified in
such agreement. In such event, the Adviser will continue to have responsibility
for all investment advisory services furnished pursuant to the Sub-Advisory
Agreement.
2. Subject to the general supervision of the Trustees of the
Trust and subject to the terms of the Sub- Advisory Agreement, if any, the
Adviser shall oversee the investment operations of the Portfolio and the
composition of the Portfolio's holdings of securities and other investments,
including commodities and commodities contracts, cash, the purchase, retention
and disposition thereof and agreements relating thereto, in accordance with the
Portfolio's investment objective and policies as stated
NY12527\22093.5
in the Registration Statement (as defined in paragraph 3(d) of this Agreement)
and in particular in conjunction with the Sub-Adviser:
(a) the Adviser shall furnish a continuous investment
program for the Portfolio and review from time to time the
determination by its Sub-Adviser of the securities, commodities,
commodity contracts and other investments to be purchased, retained,
sold or lent by the Portfolio, and the portion of the assets to be
invested or held uninvested as cash;
(b) the Adviser shall use the same skill and care in
the overseeing of the Portfolio's investments as it uses in the
administration of other accounts for which it has investment
responsibility as agent;
(c) the Adviser, in the performance of its duties and
obligations under this Agreement, shall act in conformity with the
Declaration of Trust, Bylaws and Registration Statement of the Trust
and with the instructions and directions of the Trustees of the Trust
and will conform to and comply with the requirements of the 1940 Act
and all other applicable federal and state laws and regulations;
(d) the Adviser shall oversee the performance of the
Sub-Adviser in connection with its responsibility as agent of the
Portfolio to effect portfolio transactions, all as provided in
paragraph 2(d) of the Sub-Advisory Agreement.
(e) the Adviser shall maintain records with respect
to the Portfolio's securities transactions as required by Section 31 of
the 1940 Act and the rules and regulations thereunder, to the extent
such records are necessary or appropriate to record the Adviser's
transactions with respect to the Portfolio;
(f) the Adviser shall establish performance standards
for the Portfolio's third-party service providers and oversee and
evaluate the performance of such entities, provide and present
quarterly management reports to the Trustees and supervise the
preparation of reports for Portfolio shareholders, and the Adviser
assumes no liabilities or responsibilities for the performance of the
third-party service providers it is overseeing or any other
responsibilities under this Agreement other than to render the services
called for hereunder, on the terms and conditions provided herein; and
-2-
NY12527\22093.5
(g) the investment management services of the Adviser
to the Portfolio under this Agreement are not to be deemed exclusive,
and the Adviser shall be free to render similar services to others.
3. The Portfolio has delivered copies of each of the following
documents to the Adviser and will promptly notify and deliver to it all future
amendments and supplements, if any:
(a) Declaration of Trust of the Trust (such
Declaration of Trust, as presently in effect and as amended from time
to time, is herein called the "Declaration of Trust");
(b) Bylaws of the Trust (such Bylaws, as presently in
effect and as amended from time to time, are herein called the
"Bylaws");
(c) Certified resolutions of the Trustees of the
Trust authorizing the appointment of the Adviser and approving the form
of this Agreement;
(d) The Trust's Notification of Registration on Form
N-8A and its Registration Statement on Form N-1A (No. 811-____) each
under the 1940 Act (the "Registration Statement"), each as filed with
the Commission on February __, 1996, and all amendments thereto.
4. The Adviser agrees that all records that it maintains for
the Portfolio pursuant to paragraphs 2(e) and 2(f) of this Agreement are the
property of the Portfolio and it will promptly surrender copies of any of such
records to the Portfolio upon the Portfolio's request.
5. During the term of this Agreement the Adviser will pay all
expenses incurred by it in connection with its activities under this Agreement,
other than the cost of securities and investments purchased or sold for the
Portfolio (including taxes and brokerage commissions, if any).
6. For the services provided and the expenses borne pursuant
to this Agreement, the Portfolio will pay to the Adviser as full compensation
therefor a fee at an annual rate equal to .85% of the Portfolio's average daily
net assets. This fee will be computed daily and payable monthly.
-3-
NY12527\22093.5
7. The Trust shall not use the name of the Adviser or any of
its affiliates in the registration statement or other material relating to the
Trust and the Portfolio in a manner not approved by the Adviser prior thereto in
writing; PROVIDED, HOWEVER, that the approval of the Adviser shall not be
required for any use of its or any affiliate's name that merely refers in
accurate and factual terms to the Adviser's appointment hereunder or that is
required by the Securities and Exchange Commission or any other appropriate
regulatory, governmental or judicial authority; PROVIDED, FURTHER, that in no
event shall such approval be unreasonably withheld or delayed.
8. The Adviser shall not be liable for any error of judgment
or mistake of law or for any loss suffered by 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 (in which case any award of damages shall be limited to the period and
the amount set forth in Section 36(b)(3) of the ▇▇▇▇ ▇▇▇) or a loss resulting
from willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement.
9. This Agreement shall continue in effect for a period of
more than two years from the date hereof only so long as such continuance is
specifically approved at least annually in conformity with the requirements of
the 1940 Act; provided, however, that this Agreement may be terminated by the
Trust on behalf of the Portfolio at any time, without the payment of any
penalty, by vote of a majority of all the Trustees of the Trust or by "vote of a
majority of the outstanding voting securities" of the Portfolio (as defined in
the 1940 Act and a rule thereunder) on 60 days' written notice to the Adviser,
or by the Adviser at any time, without the payment of any penalty, on 60 days'
written notice to the Trust. This Agreement will automatically and immediately
terminate in the event of its "assignment" (as defined in the 1940 Act).
10. The Adviser shall for all purposes herein be deemed to be
an independent contractor and shall, unless otherwise expressly provided herein
or authorized by the Trustees of the Trust from time to time, have no authority
to act for or represent the Portfolio in any way or otherwise be deemed an agent
of the Portfolio.
11. Notices of any kind to be given to the Adviser by the
Trust shall be in writing and shall be duly
-4-
NY12527\22093.5
given if mailed or delivered to the Adviser at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇, Attention: General Counsel, with a copy to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, or
at such other address or to such other individual as shall be specified by the
Adviser to the Trust. Notices of any kind to be given to the Trust by the
Adviser shall be in writing and shall be duly given if mailed or delivered to
the Trust c/o Signature Financial Group (Cayman) Limited at P.O. Box 2494,
Elizabethan Square, ▇▇▇▇▇▇ Town, Grand Cayman BWI or at such other address or to
such other individual as shall be specified by the Trust to the Adviser.
12. The Trustees have authorized the execution of this
Agreement in their capacity as Trustees and not individually, and the Adviser
agrees that neither the shareholders nor the Trustees nor any officer, employee,
representative or agent of the Trust shall be personally liable upon, or shall
resort be had to their private property for the satisfaction of, obligations
given, executed or delivered on behalf of or by the Portfolio and that the Trust
shall look solely to the property of the Portfolio for the satisfaction of any
claim hereunder.
13. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
-5-
NY12527\22093.5
14. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day of
1996.
UBS INVESTOR PORTFOLIOS TRUST
on behalf of
UBS INTERNATIONAL EQUITY
PORTFOLIO
By: __________________________
UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By: __________________________
By: __________________________
-6-
NY12527\22093.5
