UBS021
UBS INTERNATIONAL EQUITY PORTFOLIO
SUB-ADVISORY AGREEMENT
Agreement made as of February __, 1996 by and between Union
Bank of Switzerland, New York Branch (the "Adviser") and UBS International
Investment London Limited, a private limited company organized under the laws of
England (hereinafter called the "Sub-Adviser").
W I T N E S S E T H:
WHEREAS, the Adviser has entered into an Investment Advisory
Agreement dated February __, 1996 (the "Advisory Agreement") with UBS
Investor Portfolios Trust, an open-end management investment company registered
under the Investment Company Act of 1940 (the "1940 Act") and organized as a
trust under the law of the State of New York (the "Trust") on behalf of one of
its diversified mutual fund series, UBS International Equity Portfolio (the
"Portfolio"), pursuant to which the Adviser will act as investment adviser to
the Portfolio;
WHEREAS, the Advisory Agreement contemplates that the Adviser
may retain the Sub-Adviser to provide certain investment advisory services to
the Portfolio in connection with the management of the Portfolio, and the
Sub-Adviser is willing to render such investment advisory services; and
WHEREAS, the Sub-Adviser is registered as an investment
adviser under the Investment Advisers Act of 1940 and is regulated in the United
Kingdom in the conduct of its investment advisory business by Investment
Management Regulatory Organization ("IMRO").
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 Adviser hereby appoints the Sub-Adviser to act as
sub-adviser to the Portfolio for the period and on the terms set forth in this
Agreement. The Sub-Adviser accepts such appointment and agrees to render the
services herein set forth, for the compensation herein provided.
2. Subject to the general supervision of the Trustees of the
Trust and the Adviser, the Sub-Adviser shall
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manage 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 in the Registration Statement (as defined in
paragraph 3(d) of this Agreement) and subject to the following understandings:
a. the Sub-Adviser shall furnish a continuous
investment program for the Portfolio and determine from time to time
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 Sub-Adviser shall use the same skill and care
in the management of the Portfolio's investments as it uses in the
administration of other accounts for which it has investment
responsibility as agent;
c. the Sub-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 the Adviser and will conform to and comply with the requirements of
the 1940 Act and all other applicable laws and regulations;
d. the Sub-Adviser shall determine the securities to
be purchased, sold or lent by the Portfolio and as agent for the
Portfolio will effect portfolio transactions pursuant to its
determinations either directly with the issuer or with any broker
and/or dealer in such securities, commodities or commodities contracts;
in placing orders, the Sub- Adviser will select the brokers and/or
dealers as it shall deem appropriate in conformity with the policy with
respect to brokerage as set forth in the Registration Statement; and
the Sub-Adviser shall also determine whether or not the Portfolio shall
enter into repurchase or reverse repurchase agreements;
On occasions when the Sub-Adviser deems the purchase
or sale of a security, commodity or commodity contract to be in the
best interest of the Portfolio as well as other customers of the
Sub-Adviser and to the
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extent permitted by applicable law, the Sub-Adviser may, but shall not
be obligated to, aggregate the securities to be so sold or purchased in
order to obtain best execution, including lower brokerage commissions,
if applicable. In such event, allocation of the securities so purchased
or sold, as well as the expenses incurred in the transaction, will be
made by the Sub-Adviser in the manner it considers to be the most
equitable and consistent with its fiduciary obligations to the
Portfolio;
The Sub-Adviser may execute the Portfolio's brokerage
(but not principal) transactions through an affiliate, provided that
such transactions are effected in accordance with Rule 17e-1 under the
1940 Act and the Trust's procedures adopted thereunder as such may be
amended from time to time;
e. the Sub-Adviser shall maintain books and records
with respect to the Portfolio's securities transactions in accordance
with Rule 204-2 under the Investment Advisers Act of 1940 and shall
render to the Trust's Trustees such periodic and special reports as the
Trustees may reasonably request; and
f. the investment advisory services of the
Sub-Adviser to the Portfolio under this Agreement are not to be deemed
exclusive, and the Sub-Adviser shall be free to render similar services
to others.
3. The Adviser has delivered copies of each of the following
documents to the Sub-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 Sub- 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
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"Registration Statement"), each as filed with the Commission on
February __, 1996, and all amendments thereto.
4. The Sub-Adviser shall keep the Portfolio's books and
records required to be maintained by it pursuant to paragraph 2(e) of this
Agreement. The Sub-Adviser agrees that all records that it maintains for the
Portfolio are the property of the Portfolio and it will promptly surrender any
of such records to the Portfolio upon the Portfolio's request.
5. During the term of this Agreement the Sub- 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. The Adviser shall continue to have responsibility for all
services to be provided to the Portfolio pursuant to the Advisory Agreement and
shall oversee and review the Sub-Adviser's performance of its duties under this
Agreement.
7. For the services provided and the expenses borne pursuant
to this Agreement, the Adviser will pay to the Sub-Adviser as full compensation
therefor a fee at an annual rate equal to 0.75% of the Portfolio's first $20
million of average daily net assets, plus 0.50% of the next $30 million of
average daily net assets, plus 0.40% of the Portfolio's average daily net assets
in excess of $50 million. This fee will be computed daily and payable monthly.
8. The Sub-Adviser shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Adviser 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 (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 0000 Xxx) 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
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annually in conformity with the requirements of the 1940 Act; provided, however,
that this Agreement may be terminated by the Adviser or by the Trust on behalf
of the Portfolio at any time, without the payment of any penalty, on 60 days'
written notice to the Sub-Adviser. Termination by the Trust shall be effected 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). The Sub-Adviser may also terminate this Agreement at any
time, without the payment of any penalty, on 60 days' written notice to the
Adviser and to the Trust. This Agreement will automatically and immediately
terminate in the event of its "assignment" (as defined in the 0000 Xxx) or upon
termination of the Advisory Agreement.
10. The Sub-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 and the Adviser 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 hereunder shall be in
writing and shall be duly given if mailed or delivered as follows: (a) to the
Adviser at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: General
Counsel, with a copy to Xxxxxxx X. Xxxxxxxx; (b) to the Sub- Adviser at Triton
Court, 00 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx XX0X 0XX, Attention: President; (c)
to the Trust, c/o Signature Financial Group (Cayman) Limited, X.X. Xxx 000,
Xxxxxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxx Xxxxxx XXX; or (d) at such other address
or to such other individual as any of the foregoing shall designate by notice to
the others.
12. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
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13. 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.
UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By: __________________________
By: __________________________
UBS INTERNATIONAL INVESTMENT
LONDON LIMITED
By: __________________________
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IMRO Schedule
The following provisions hereby form part of the Agreement to which this
schedule is attached, and are incorporated in accordance with the IMRO rule
requirements for agreements with customers who are treated as Non Private
Customers.
1. Sub-Adviser is a member of the Investment Management Regulatory
Organisation ("IMRO") and is subject to the rules and regulations of
IMRO in the conduct of its investment business. It is also a registered
investment adviser under the Investment Advisers Act of 1940.
2. Sub-Adviser hereby notifies the Adviser that it will provide services
to the Adviser on the basis that the Adviser is a Non Private Customer
and in consequence will not receive the benefit of certain IMRO rules.
3. Should the Adviser wish to register any complaint in respect of
services performed by Sub-Adviser under this Agreement, written details
of same should be sent to the Compliance Officer of Sub-Adviser. Where
appropriate, the nature and progress of such complaint will be reported
to IMRO. The Adviser shall at all times have a right of direct
complaint to the Investment Ombudsman.
4. The investments comprising the Portfolio may at any time be subject to
the effect of fluctuations in exchange rates. Where investments in the
Portfolio are denominated in a currency other than U.S. dollars, a
movement of exchange rates may have an unfavourable as well as
favourable effect upon the gain or loss otherwise experienced on the
investment.
5. To the extent permitted by the U.S. Securities Laws, Sub-Adviser may
effect transactions in securities issued by an associated company and
in investments the price of which may have been stabilised, and
further, Sub-Adviser may subscribe to any issue or offer for sale
managed or arranged or underwritten by any associated company.
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6. Sub-Adviser may from time to time effect transactions in investments
that are not readily realisable. The Adviser accepts due notice of the
fact that market makers may at any time not be prepared to deal in
certain investments and that proper information for the determination
of the current value of same may not be available.
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For and on behalf of For and on behalf of
THE ADVISER SUB-ADVISER
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