EXHIBIT 5(IV) UNDER FORM N-1A
EXHIBIT 10 UNDER ITEM 601/REG. S-K
INVESTMENT ADVISORY AGREEMENT
(International/Global Funds - - as revised)
AGREEMENT made as of October 8, 1997, by and between INTERNATIONAL EQUITY
PORTFOLIO and BT INVESTMENT PORTFOLIOS, each a New York trust (each herein
called a "Trust" and collectively, the "Trusts"), on behalf of itself and/or the
series of beneficial interests of the Trust listed on Exhibit A hereto (each
herein called a "Portfolio" and collectively, the "Portfolios") and BANKERS
TRUST COMPANY (herein called the "Investment Adviser").
WHEREAS, each Trust is registered as an open-end management investment
company under the Investment Company Act of 1940;
WHEREAS, the Trusts desire to retain the Investment Adviser to render
investment advisory and other services to the Portfolios, 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. Each Trust hereby appoints the Investment Adviser to act
as investment adviser to the Portfolios 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 the Board of Trustees of the
respective Trust (the "Trustees"), the Investment Adviser will provide a
continuous investment program for the Portfolios, including investment research
and management with respect to all securities, investments, cash and cash
equivalents in the Portfolios. The Investment Adviser will determine from time
to time what securities and other investments will be purchased, retained or
sold by the Portfolios. The Investment Adviser will provide the services
rendered by it hereunder in accordance with each 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
Securities and Exchange Commission (herein called the "Rules") and with the
Securities Act of 1933, the Securities Exchange Act of 1934, the Investment
Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940,
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
Portfolios 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 Securities
Exchange Act of 1934) 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 the 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;
(c) will maintain books and records with respect to each Portfolio's
securities transactions and will render to the Trustees such periodic and
special reports as the Trustees may request; and
(d) upon the approval of a Majority of the Outstanding Voting
Securities of the Portfolio and the Trustees in the manner specified in Section
8 hereof, and subject to the supervision of the Trustees, the Investment Adviser
may cause to be furnished to each Portfolio all or a portion of the foregoing
investment management services by delegating all or a portion of such services
to a sub-investment adviser (the "Sub-Adviser"). In the event of such
delegation, included among the specific services to be provided directly by the
Investment Adviser are: the selection and compensation of the Sub-Adviser; the
review of all purchases and sales of portfolio instruments made by the Portfolio
to assess compliance with its stated investment objective and policies; the
monitoring of the selection of brokers and dealers effecting transactions on
behalf of the Portfolio; the maintenance and furnishing of all required records
or reports pertaining to the Portfolio to the extent those records or reports
are not maintained or furnished by the Sub-Adviser or other agents employed by
the Portfolio; and the providing of general administrative services to the
Portfolio not otherwise provided by the Sub-Adviser or other agents employed by
the Portfolio.
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 or any Sub-Adviser maintains for a 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 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 Investment Advisers Act of 1940 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 Portfolios.
6. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, each Portfolio will pay the Investment Adviser and
the Investment Adviser will accept as full compensation therefor a fee, computed
daily and payable monthly, on an annual basis equal to the percentage of the
Portfolio's respective average daily net assets as listed on Exhibit A hereto.
7. Limitation of Liability of the Investment Adviser; Indemnification.
(a) The Investment Adviser shall not be liable for any error of
judgment or mistake of law or for any loss suffered by a 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.
(b) Subject to the exceptions and limitations contained in Section 7(c)
below:
(i) the Investment Adviser (hereinafter referred to as a "Covered
Person") shall be indemnified by a Portfolio to the fullest extent
permitted by law, against liability and against all expenses reasonably
incurred or paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved, as a party or otherwise, by
virtue of his being or having been the Investment Adviser of the
Portfolio, and against amounts paid or incurred by him in the
settlement thereof;
(ii) the words "claim," "action," "suit," or "proceeding" shall
apply to all claims, actions, suits or proceedings (civil, criminal or
other, including appeals), actual or threatened while in office or
thereafter, and the words "liability" and "expenses" shall include,
without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.
(c) No indemnification shall be provided hereunder to a Covered Person:
(i) who shall have been adjudicated by a court or body before which
the proceeding was brought (A) to be liable to a Portfolio or its
investors by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his
office or (B) not to have acted in good faith in the reasonable belief
that his action was in the best interest of the Portfolio; or
(ii) in the event of a settlement, unless there has been a
determination that such Covered Person did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office,
(A) by the court or other body approving the settlement; or
(B) by at least a majority of those Trustees who are neither
Interested Persons of the Portfolio nor are parties to the matter
based upon a review of readily available facts (as opposed to a full
trial-type inquiry); or
(C) by written opinion of independent legal counsel based upon a
review of readily available facts (as opposed to a full trial-type
inquiry); provided, however, that any investor in the Portfolio may,
by appropriate legal proceedings, challenge any such determination
by the Trustees or by independent counsel.
(d) The rights of indemnification herein provided may be insured
against by policies maintained by the Portfolios, shall be severable, shall not
be exclusive of or affect any other rights to which any Covered Person may now
or hereafter be entitled, shall continue as to a person who has ceased to be a
Covered Person and shall inure to the benefit of the successors and assigns of
such person. Nothing contained herein shall affect any rights to indemnification
to which Portfolio personnel and any other persons, other than a Covered Person,
may be entitled by contract or otherwise under law.
(e) Expenses in connection with the preparation and presentation of a
defense to any claim, suit or proceeding of the character described in
subsection (b) of this Section 7 may be paid by the Portfolio from time to time
prior to final disposition thereof, upon receipt of an undertaking by or on
behalf of such Covered Person that such amount will be paid over by him to the
Portfolio if it is ultimately determined that he is not entitled to
indemnification under this Section 7; provided, however, that either (i) such
Covered Person shall have provided appropriate security for such undertaking or
(ii) the Portfolio shall be insured against losses arising out of any such
advance payments, or (iii) either a majority of the Trustees who are neither
Interested Persons of the Portfolio nor parties to the matter, or independent
legal counsel in a written opinion, shall have determined, based upon a review
of readily available facts as opposed to a trial-type inquiry or full
investigation, that there is reason to believe that such Covered Person will be
entitled to indemnification under this Section 7.
8. Duration and Termination. This Agreement shall be effective as to a
Portfolio as of the date this Agreement shall have been approved by the Trustees
of the Trust and the investor(s) in the Portfolio in the manner contemplated by
Section 15 of the 1940 Act and as reflected on Exhibit A hereto 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 as to a Portfolio 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 Trustees 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 Trustees or by vote of a
Majority of the Outstanding Voting Securities of the Portfolio; provided,
however, that this Agreement may be terminated by a Trust on behalf of a
Portfolio at any time, without the payment of any penalty, by the Trustees, by
vote of a Majority of the Outstanding Voting Securities of the Portfolio on 60
days' written notice to the Investment Adviser, or by the Investment Adviser as
to the Portfolio at any time, without payment of any penalty, on 90 days'
written notice to the Portfolio. This Agreement will immediately 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
Outstanding Voting Securities of the Portfolio.
10. (a) Representations and Warranties. The Investment Adviser hereby
represents and warrants as follows:
(i) The Investment Adviser is exempt from registration under the
Investment Advisers Act of 1940;
(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 either exempt from, or
registered under, the registration provisions of the Investment
Advisers Act of 1940; 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 000 Xxxxxxx Xxxxxx (Bankers Trust
Plaza), New York, New York 10006 or (b) to the Portfolio c/o Federated Services
Company, Federated Investors Tower, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx 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, 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 INVESTMENT PORTFOLIOS
/s/ Xxx X. Xxxxxx By:/s/ Xxxxxxx X. Xxxxx, Xx.
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Vice President
Attest: BANKERS TRUST COMPANY
/s/ Xxx X. Olmut By:/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
EXHIBIT A
to the
INVESTMENT ADVISORY AGREEMENT
(International/Global Funds - - as revised)
Name of Trust/Portfolio Fee Effective Date
BT INVESTMENT PORTFOLIOS:
Global Emerging Markets Equity Portfolio1.10% October 8, 1997
International Small Company Equity Portfolio 1.10% October 8, 1997
