UBS LARGE CAP GROWTH PORTFOLIO
INVESTMENT ADVISORY AGREEMENT
Agreement, made this 30th day of September 1997, 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 Large Cap Growth 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 Asset Management (New York)
Inc. (the "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 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
(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;
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(d) The Trust's Notification of Registration on Form N-8A
and its Registration Statement on Form N-1A (No. 811-7553) each
under the 1940 Act (the "Registration Statement"), each as filed
with the Commission on February 28, 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 .60% of the Portfolio's average daily net assets.
This fee will be computed daily and payable monthly.
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 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 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
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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 given if mailed or delivered to the Adviser at 000
Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: General Counsel, with a copy
to Xxxxxxx X. Xxxxxxxx at Union Bank of Switzerland, New York Branch, 0000
Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 IBT Trust Company
(Cayman) Ltd. at X.X. Xxx 000, Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxx Xxxxxx 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.
14. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the 30th day of September,
1997.
UBS INVESTOR PORTFOLIOS TRUST
on behalf of
UBS LARGE CAP GROWTH PORTFOLIO
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx, President
UBS Investor Portfolios Trust
UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By: /s/ Xx. XxxxXxxxx Xxxxxxxxx
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By: /s/ Xxxxxxx X. Xxxxxxxx
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