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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Filed by a Party other than the Registrant [ ]
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Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only
(as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Section 240.14a-11(c) or Section 240.14a-12
UBS PRIVATE INVESTOR FUNDS, INC.
(NAME OF REGISTRANT/S AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
________________________________________________________________________________
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identity the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
________________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
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________________________________________________________________________________
(4) Date Filed:
________________________________________________________________________________
________________________________________________________________________________
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UBS PRIVATE INVESTOR FUNDS, INC.
200 CLARENDON STREET
BOSTON, MASSACHUSETTS 02116
To the Shareholders of
UBS Small Cap Fund
UBS Large Cap Growth Fund
UBS High Yield Bond Fund
Dear Shareholder:
The attached Proxy Statement from the UBS Private Investor Funds, Inc.
(the "Funds") discusses two Proposals that are being submitted to shareholders
of each of the UBS Small Cap Fund, UBS Large Cap Growth Fund and UBS High Yield
Bond Fund. A Shareholder Meeting has been called for December 22, 1997 to
consider the Proposals. As a shareholder in one or more of these three mutual
funds, we ask you to review the Statement and cast your vote on those Proposals
which concern your Fund(s). The Funds' Board of Directors have recommended that
shareholders approve the Proposals. Shareholders invested in more than one of
the three Funds will find a proxy card enclosed for each Fund. The remaining
funds in the UBS Private Investor Funds, Inc. series are not involved in this
meeting.
The two Proposals affecting each Fund seek approval of an investment
advisory agreement between the Fund and Union Bank of Switzerland, New York
Branch (the "Adviser") and approval of an investment sub-advisory agreement
between the Adviser and UBS Asset Management (New York) Inc. on behalf of the
Fund. Each Proposal is discussed in greater detail in the attached Proxy
Statement. We encourage you to review the Proxy Statement and cast your vote at
your earliest convenience.
Your vote is important. You do not need to be physically present at the
meeting, but you should complete and sign the enclosed voting instruction/proxy
and return it promptly in the enclosed envelope. Every vote counts. We urge you
to complete and return your proxy card(s) as soon as possible to avoid
adjournment of the Shareholder Meeting. We must receive your proxy card(s) by
December 19.
We look forward to receiving your votes in favor of the Proposals. Thank
you for your support of UBS Private Investor Funds, Inc.
Sincerely,
/s/ Paul J. Jasinski
Paul J. Jasinski
President
UBS Private Investor Funds, Inc.
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UBS PRIVATE INVESTOR FUNDS, INC.
UBS SMALL CAP FUND
UBS LARGE CAP GROWTH FUND
UBS HIGH YIELD BOND FUND
200 CLARENDON STREET
BOSTON, MASSACHUSETTS 02116
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MONDAY, DECEMBER 22, 1997
------------------------
Notice is hereby given that a Special Meeting of Shareholders (the
'Meeting') of the UBS Small Cap Fund, UBS Large Cap Growth Fund and UBS High
Yield Bond Fund (collectively the 'Funds', each a 'Fund'), each a series of UBS
Private Investor Funds, Inc. (the 'Company'), will be held at the offices of
Union Bank of Switzerland, New York Branch, 1345 Avenue of the Americas, New
York, New York 10105, on Monday, December 22, 1997, at 10:00 a.m., Eastern
Standard Time, for the purposes listed below. The matters to be voted on by
shareholders are as follows:
FOR THE SHAREHOLDERS OF THE UBS SMALL CAP FUND ONLY:
1. To approve or disapprove a proposal to adopt an Investment Advisory
Agreement between UBS Investor Portfolios Trust (the 'Trust') and Union Bank of
Switzerland, New York Branch (the 'Adviser'), with respect to the assets of UBS
Small Cap Portfolio ('Proposal 1').
2. To approve or disapprove a proposal to adopt an Investment Sub-Advisory
Agreement between the Adviser and UBS Asset Management (New York) Inc., (the
'Sub-Adviser'), with respect to the assets of UBS Small Cap Portfolio ('Proposal
2').
FOR THE SHAREHOLDERS OF THE UBS LARGE CAP GROWTH FUND ONLY:
3. To approve or disapprove a proposal to adopt an Investment Advisory
Agreement between the Trust and the Adviser, with respect to the assets of UBS
Large Cap Growth Portfolio ('Proposal 3').
4. To approve or disapprove a proposal to adopt an Investment Sub-Advisory
Agreement between the Adviser and the Sub-Adviser, with respect to the assets of
UBS Large Cap Growth Portfolio ('Proposal 4').
FOR THE SHAREHOLDERS OF THE UBS HIGH YIELD BOND FUND ONLY:
5. To approve or disapprove a proposal to adopt an Investment Advisory
Agreement between the Trust and the Adviser, with respect to the assets of UBS
High Yield Bond Portfolio ('Proposal 5').
6. To approve or disapprove a proposal to adopt an Investment Sub-Advisory
Agreement between the Adviser and the Sub-Adviser, with respect to the assets of
UBS High Yield Bond Portfolio ('Proposal 6').
The Board of Directors of the Company have fixed the close of business on
November 10, 1997, as the record date for the determination of shareholders
entitled to notice of and to vote at the Meeting.
By Order of the Board of Directors
SUSAN C. MOSHER
Secretary
December 1, 1997
YOUR VOTE IS IMPORTANT. YOU DO NOT NEED TO BE PHYSICALLY PRESENT AT THE
MEETING, BUT YOU SHOULD COMPLETE AND SIGN THE ENCLOSED VOTING INSTRUCTION/PROXY
AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF
MAILED IN THE CONTINENTAL UNITED STATES. IF YOU DESIRE TO VOTE IN PERSON AT THE
MEETING, YOU MAY REVOKE YOUR VOTING INSTRUCTION/PROXY AT ANY TIME PRIOR TO THE
MEETING.
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UBS PRIVATE INVESTOR FUNDS, INC.
UBS SMALL CAP FUND
UBS LARGE CAP GROWTH FUND
UBS HIGH YIELD BOND FUND
200 CLARENDON STREET
BOSTON, MASSACHUSETTS 02116
------------------------
PROXY STATEMENT
FOR
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, DECEMBER 22, 1997
------------------------
This Proxy Statement is being furnished by UBS Private Investor Funds (the
'Company') to the shareholders of the UBS Small Cap Fund, UBS Large Cap Growth
Fund and UBS High Yield Bond Fund (collectively the 'Funds', each a 'Fund'),
each a series of the Company in connection with the solicitation of proxies by
and on behalf of the Company's Board of Directors for use at the Special Meeting
of Shareholders (the 'Meeting'), to be held at the office of Union Bank of
Switzerland, New York Branch, 1345 Avenue of the Americas, New York, New York
10105, on Monday, December 22, 1997, at 10:00 a.m., Eastern Standard Time. This
Proxy Statement is being mailed to shareholders of the Funds on or about
December 1, 1997.
As more fully described in this Proxy Statement, the Meeting has been
called for the following purposes:
FOR THE SHAREHOLDERS OF THE UBS SMALL CAP FUND ONLY:
1. To approve or disapprove a proposal to adopt an Investment Advisory
Agreement between UBS Investor Portfolios Trust (the 'Trust') and Union Bank of
Switzerland, New York Branch (the 'Adviser'), on behalf of UBS Small Cap
Portfolio ('Proposal 1').
2. To approve or disapprove a proposal to adopt an Investment Sub-Advisory
Agreement between the Adviser and UBS Asset Management (New York) Inc., (the
'Sub-Adviser'), on behalf of UBS Small Cap Portfolio ('Proposal 2').
FOR THE SHAREHOLDERS OF THE UBS LARGE CAP GROWTH FUND ONLY:
3. To approve or disapprove a proposal to adopt an Investment Advisory
Agreement between the Trust and the Adviser, on behalf of UBS Large Cap Growth
Portfolio ('Proposal 3').
4. To approve or disapprove a proposal to adopt an Investment Sub-Advisory
Agreement between the Adviser and the Sub-Adviser, on behalf of UBS Large Cap
Growth Portfolio ('Proposal 4').
FOR THE SHAREHOLDERS OF THE UBS HIGH YIELD BOND FUND ONLY:
5. To approve or disapprove a proposal to adopt an Investment Advisory
Agreement between the Trust and the Adviser, on behalf of UBS High Yield Bond
Portfolio ('Proposal 5').
6. To approve or disapprove a proposal to adopt an Investment Sub-Advisory
Agreement between the Adviser and the Sub-Adviser, on behalf of the UBS High
Yield Bond Portfolio ('Proposal 6').
MASTER-FEEDER STRUCTURE AND CERTAIN VOTING MATTERS
The Trust and the Company are part of a master-feeder fund structure, which
means that unlike other mutual funds that directly acquire and manage their own
portfolio of securities, each Fund seeks to achieve its investment objective by
investing all of its investable assets in a corresponding Portfolio, a separate
investment company with the same investment objective as such Fund. Shareholders
are being asked to vote on the proposals described in this Proxy Statement
because the Trust, on behalf of its
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series, the UBS Small Cap Portfolio, UBS Large Cap Growth Portfolio and UBS High
Yield Bond Portfolio (collectively the 'Portfolios', each a 'Portfolio'), has
requested that the Company, on behalf of the Funds, vote on such matters.
Whenever a Fund is requested to vote on matters pertaining to its corresponding
Portfolio, the Company will hold a meeting of that Fund's shareholders and will
cast all of its votes proportionately as instructed by the Fund's shareholders.
Abstentions and broker non-votes (i.e., proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other person entitled to vote shares on a particular matter with
respect to which the broker or nominee does not have discretionary power) with
respect to any proposal will be counted for purposes of determining whether a
quorum is present at the Meeting. See 'Proxies' below. Fund shareholders who do
not vote will not affect the Fund's voting at the Portfolio meeting because the
percentage of the Company's votes representing Fund shareholders not voting will
be voted by the Company in the same proportion as the Fund shareholders who do
vote. Upon receiving the voting results of the Meeting, each of the Funds will
then vote its shares in the Trust in accordance with that Fund's shareholder
vote at the Meeting.
RECORD DATE
The Board of Directors of the Company has fixed the close of business on
November 10, 1997, as the record date (the 'Record Date') for the determination
of shareholders entitled to notice of and to vote at the Meeting and any
adjournment thereof. Only holders of record of shares at the close of business
on the Record Date are entitled to notice of and to vote at the Meeting and any
adjournment thereof. At the close of business on the Record Date, there were
outstanding 101,806.268 shares, 27,827.663 shares and 75,519.667 shares of UBS
Small Cap Fund, UBS Large Cap Growth Fund and UBS High Yield Bond Fund,
respectively.
PROXIES
Proxy solicitations will be made, beginning on or about December 1, 1997,
primarily by mail, but proxy solicitations also may be made by telephone,
telefax or personal interviews. The costs of the proxy solicitation and expenses
incurred in connection with the preparation of this Proxy Statement and its
enclosures will be paid by the Adviser. Any shareholder giving a proxy has the
power to revoke it prior to its exercise by submission of a later dated proxy,
by voting in person or by letter to the Secretary of the Company.
Under the Articles of Incorporation of the Company, the presence in person
or by proxy of the holders of record of one-third of the shares issued and
outstanding and entitled to vote thereat shall constitute a quorum of any
business at all meetings of the shareholders.
In the event that a quorum is not present at the Meeting or in the event
that a quorum is present but sufficient votes to approve any of the proposals
are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of those shares
represented at the Meeting in person or by proxy. The persons named as proxies
will vote those proxies which they are entitled to vote FOR any such proposal in
favor of such an adjournment and will vote those proxies required to be voted
AGAINST any such proposal against such adjournment. A shareholder vote may be
taken on one of the proposals in this Proxy Statement prior to any such
adjournment if sufficient votes have been received for approval.
BACKGROUND
The Company is an open-end investment company organized as a series fund.
The Company is currently authorized to issue shares in eight series, including
UBS Small Cap Fund, UBS Large Cap Growth Fund and UBS High Yield Bond Fund. The
Company was organized as a Maryland corporation on November 16, 1995.
The Trust is also an open-end investment company organized as a series
fund. The Trust is authorized to issue interests in one or more sub-trusts or
series and has issued interests in six series
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(three of which are referred herein singly as a 'Portfolio' and collectively as
'Portfolios'), including UBS Small Cap Portfolio, UBS Large Cap Growth Portfolio
and UBS High Yield Bond Portfolio. UBS Small Cap Fund invests in UBS Small Cap
Portfolio; UBS Large Cap Growth Fund invests in UBS Large Cap Growth Portfolio;
and UBS High Yield Bond Fund invests in UBS High Yield Bond Portfolio. The Trust
is a common law trust formed under New York law on February 9, 1996.
APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS
Shareholders are being asked to approve Investment Advisory Agreements
between each of the Portfolios and Union Bank of Switzerland, New York Branch
(the 'Adviser) and Investment Sub-Advisory Agreements between the Adviser and
UBS Asset Management (New York) Inc. (the 'Sub-Adviser') on behalf of each of
the Portfolios. The Adviser operates out of offices located at 1345 Avenue of
the Americas, New York, New York and is a New York State licensed branch of the
Union Bank of Switzerland, a Swiss banking corporation. The Adviser is subject
to state and federal banking laws and regulations applicable to a foreign bank
that operates a state licensed branch in the United States. The Sub-Adviser also
operates out of offices located at 1345 Avenue of the Americas, New York, New
York and is a registered investment adviser in the United States. The
Sub-Adviser is a wholly-owned subsidiary of UBS Inc. whose parent is Union Bank
of Switzerland.
At a meeting held on May 6, 1997, the Board of Trustees of the Trust (the
'Board'), including a majority of the Trustees not affiliated with the Trust,
the Adviser or the Sub-Adviser (the 'Independent Trustees') approved the
establishment and operation of the three Portfolios as new series of the Trust,
which contemplated that the Adviser would serve as adviser to the Portfolios and
that the Sub-Adviser would serve as sub-adviser to the Portfolios.
The Adviser has acted as adviser for the UBS Small Cap Portfolio and the
UBS High Yield Bond Portfolio since their commencement of operations on October
1, 1997 and for the UBS Large Cap Growth Portfolio since its commencement of
operations on October 15, 1997. The Sub-Adviser has acted as sub-adviser for the
Portfolios commencing on the same dates. The Adviser and Sub-Adviser have acted
in such capacity in accordance with the terms of the Initial Advisory and
Sub-Advisory Agreements (the 'Agreements'), pending approval of the Agreements
by the shareholders of the Portfolios. Neither the Adviser nor the Sub-Adviser
have received compensation from the Portfolios for acting in such capacity and
will not receive the compensation outlined in the Agreements until shareholders
approve the Agreements.
At a meeting held on November 4, 1997 the Board, including a majority of
the Independent Trustees, approved the Agreements, subject to shareholder
approval. A copy of the form of the Investment Advisory Agreement is attached
hereto as Appendix A. A copy of the form of Investment Sub-Advisory Agreement is
attached hereto as Appendix B. A description of the Agreements is provided below
under 'Terms of the Advisory and Sub-Advisory Agreements'. Such description is
only a summary and is qualified by reference to the attached Appendix A and B.
TERMS OF THE INVESTMENT ADVISORY AGREEMENTS AND THE INVESTMENT SUB-ADVISORY
AGREEMENTS
Investment Advisory Agreements. Under each Advisory Agreement, and subject
to the supervision of the Board, the Adviser oversees the investment operations
of the Portfolio and the composition of the Portfolio's holdings of securities
and other investments, oversees the performance of the Sub-Adviser in connection
with its responsibility as agent of the Portfolio to effect portfolio
transactions, maintains records with the respect to the Portfolio's securities
transactions, establishes performance standards for the Portfolio's third-party
service providers and oversees and evaluates the performance of such entities,
presents quarterly management reports to the Board, and supervises the
preparation of reports for Portfolio shareholders.
Information with regard to the fees payable under each of the Advisory
Agreements is set forth below under each pertinent proposal.
Each Advisory Agreement may be terminated on 60 days' written notice
without penalty, (i) by vote of a majority of the Board, (ii) by vote of a
majority of the outstanding voting securities of the Portfolio (as defined by
the Investment Company Act of 1940 (the '1940 Act')), or (iii) by the Adviser,
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provided that each Agreement shall continue in effect for a period of more than
two years from its inception date so long as such continuance is specifically
approved at least annually in conformity with the 1940 Act. Each Advisory
Agreement is dated as of the date of the commencement of operations of the
respective Portfolio.
Investment Sub-Advisory Agreements. Under each Sub-Advisory Agreement, and
subject to the supervision of the Board and the Adviser, the Sub-Adviser manages
the investment operations of the Portfolio and the composition of the
Portfolio's holdings of securities and other investments in accordance with the
Portfolio's investment objective and policies, furnishes a continuous investment
program for the Portfolio, executes the Portfolio's brokerage transactions, and
maintains books and records with respect to the Portfolio's securities
transactions.
Information with regard to the fees payable under each of the Sub-Advisory
Agreements is set forth below under each pertinent proposal.
Each Sub-Advisory Agreement may be terminated on 60 days' written notice
without penalty, (i) by vote of a majority of the Board, (ii) by vote of a
majority of the outstanding voting securities of the Portfolio (as defined by
the 1940 Act), or (iii) by the Sub-Adviser, provided that each Agreement shall
continue in effect for a period of more than two years from its inception date
so long as such continuance is specifically approved at least annually in
conformity with the 1940 Act. Each Sub-Advisory Agreement is dated as of the
date of the commencement of operations of the respective Portfolio.
BOARD OF TRUSTEES EVALUATION
At its meeting on November 4, 1997, the Board, including the Independent
Trustees, concluded that entry by each Portfolio into the Agreements would be in
the best interest of the Portfolio and the holders of interests in the
Portfolio. The Board, including the Independent Trustees, unanimously approved
the Agreements and recommended such Agreements for approval of the holders of
interests in the Portfolio. The Board of Directors of the Company (the holder of
interests in the Portfolios) held a meeting on November 4, 1997, at which
meeting the Board of Directors, including the Independent Directors, received a
request from the Portfolio to vote the Company's interest in the Portfolios with
regard to the approval of such Agreements, and recommended that the approval of
such Agreements be passed to the shareholders of the Funds. The Board of
Directors of the Company also voted to recommend that the shareholders of the
Funds approve such Agreements. The approval of each Agreement will take effect
upon the receipt of shareholder approval.
In evaluating the Agreements, the Board reviewed the materials furnished by
the Adviser and the Sub-Adviser prior to the meeting. Those materials included
information regarding the Adviser and Sub-Adviser and their personnel,
operations of each entity, philosophy of management, performance of the
Sub-Adviser with regard to the management of similar private accounts, the terms
of the Agreements and the fee and expense structure as proposed as compared to
the fee and expense structures of other funds within the peer group. The Board
also reviewed their fiduciary obligations with counsel for the Trust. Based on
the Board's review and analysis of the material provided and the discussion
during the meeting, the Board unanimously agreed that the Agreements be approved
and recommended approval by the Shareholders.
The following are the proposals as they pertain to the Advisory and
Sub-Advisory Agreements for each of the Funds and information regarding fees
payable under each such Agreement.
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FOR THE SHAREHOLDERS OF THE UBS SMALL CAP FUND ONLY:
PROPOSAL 1: APPROVAL OR DISAPPROVAL OF THE INVESTMENT ADVISORY
AGREEMENT BETWEEN UBS INVESTOR PORTFOLIOS TRUST (THE 'TRUST') AND
UNION BANK OF SWITZERLAND, NEW YORK BRANCH (THE 'ADVISER'),
ON BEHALF OF UBS SMALL CAP PORTFOLIO
INVESTMENT ADVISORY AGREEMENT
The fees payable under the Investment Advisory Agreement between the Trust
and the Adviser with respect to the UBS Small Cap Portfolio would be equal, on
an annual basis, to 0.60% of the average daily net assets of the Portfolio if
there were no fee waiver in effect. The Adviser has agreed to waive fees and
reimburse each of the UBS Small Cap Fund and the UBS Small Cap Portfolio for any
of their respective operating expenses to the extent that such Fund's total
operating expenses (including its share of such Portfolio's expenses) exceed, on
an annual basis, 1.20% of the Fund's average daily net assets. The Adviser may
modify or discontinue this undertaking at any time in the future with 30 days'
prior notice to the Fund.
RECOMMENDATION AND REQUIRED VOTE
At the Meeting, the shareholders of the UBS Small Cap Fund will vote on
Proposal 1. The affirmative vote of the holders of a majority of the outstanding
shares of such Fund is required to approve the Investment Advisory Agreement
between the Trust and the Adviser with respect to the UBS Small Cap Portfolio.
'Majority' for this purpose under the 1940 Act means the lesser of (i) 67% of
the shares represented at the Meeting if more than 50% of such outstanding
shares are represented, or (ii) more than 50% of such outstanding shares. A copy
of the form of Investment Advisory Agreement is attached to this Proxy Statement
as Appendix A.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS OF THE UBS SMALL CAP FUND
APPROVE THE INVESTMENT ADVISORY AGREEMENT.
PROPOSAL 2: APPROVAL OR DISAPPROVAL OF INVESTMENT SUB-ADVISORY
AGREEMENT BETWEEN THE ADVISER AND UBS ASSET MANAGEMENT
(NEW YORK) INC. (THE 'SUB-ADVISER') ON BEHALF OF
UBS SMALL CAP PORTFOLIO
INVESTMENT SUB-ADVISORY AGREEMENT
The fees payable under the Investment Sub-Advisory Agreement between the
Adviser and the Sub-Adviser with respect to the UBS Small Cap Portfolio would be
equal, on an annual basis, to 0.40% of the Portfolio's first $25 million of
average daily net assets, plus 0.325% of the next $25 million of average daily
net assets, plus 0.25% of the Portfolio's average daily net assets in excess of
$50 million. SUCH FEE WILL BE PAYABLE BY THE ADVISER AND NOT BY THE PORTFOLIO.
RECOMMENDATION AND REQUIRED VOTE
At the Meeting, the shareholders of the UBS Small Cap Fund will vote on
Proposal 2. The affirmative vote of the holders of a majority of the outstanding
shares of a Fund is required to approve the Investment Sub-Advisory Agreement
between the Adviser and the Sub-Adviser with respect to that Portfolio. See
'Recommendation and Required Vote' under Proposal 1 for the definition of
'Majority'. A copy of the form of Investment Sub-Advisory Agreement is attached
to this Proxy Statement as Appendix B.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS OF THE UBS SMALL CAP FUND
APPROVE THE INVESTMENT SUB-ADVISORY AGREEMENT.
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FOR THE SHAREHOLDERS OF THE UBS LARGE CAP GROWTH FUND ONLY:
PROPOSAL 3: APPROVAL OR DISAPPROVAL OF INVESTMENT ADVISORY AGREEMENT BETWEEN THE
TRUST AND THE ADVISER, ON BEHALF OF
UBS LARGE CAP GROWTH PORTFOLIO
INVESTMENT ADVISORY AGREEMENT
The fees payable under the Investment Advisory Agreement between the Trust
and the Adviser with respect to the UBS Large Cap Growth Portfolio would be
equal, on an annual basis, to 0.60% of the average daily net assets of the
Portfolio if there were no fee waiver in effect. The Adviser has agreed to waive
fees and reimburse each of the UBS Large Cap Growth Fund and the UBS Large Cap
Growth Portfolio for any of their respective operating expenses to the extent
that such Fund's total operating expenses (including its share of such
Portfolio's expenses) exceed, on an annual basis, 1.00% of the Fund's average
daily net assets. The Adviser may modify or discontinue this undertaking at any
time in the future with 30 days' prior notice to the Fund.
RECOMMENDATION AND REQUIRED VOTE
At the Meeting, the shareholders of UBS Large Cap Growth Fund will vote on
Proposal 3. The affirmative vote of the holders of a majority of the outstanding
shares of such Fund is required to approve the Investment Advisory Agreement
between the Trust and the Adviser with respect to the Large Cap Growth
Portfolio. See 'Recommendation and Required Vote' under Proposal 1 for the
definition of 'Majority'. A copy of the form of Investment Advisory Agreement is
attached to this Proxy Statement as Appendix A.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS OF THE UBS LARGE CAP GROWTH
FUND APPROVE THE INVESTMENT ADVISORY AGREEMENT.
PROPOSAL 4: APPROVAL OR DISAPPROVAL OF INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN
THE ADVISER AND THE SUB-ADVISER ON BEHALF OF
UBS LARGE CAP GROWTH PORTFOLIO
INVESTMENT SUB-ADVISORY AGREEMENT
The fees payable under the Investment Sub-Advisory Agreement between the
Adviser and the Sub-Adviser with respect to the UBS Large Cap Growth Portfolio
would be equal, on an annual basis, to 0.30% of the Portfolio's first $25
million of average daily net assets, plus 0.25% of the next $25 million of
average daily net assets, plus 0.20% of the Portfolio's average daily net assets
in excess of $50 million. SUCH FEE WILL BE PAYABLE BY THE ADVISER AND NOT BY THE
PORTFOLIO.
RECOMMENDATION AND REQUIRED VOTE
At the Meeting, the shareholders of the UBS Large Cap Growth Fund will vote
on Proposal 4. The affirmative vote of the holders of a majority of the
outstanding shares of such Fund is required to approve the Investment
Sub-Advisory Agreement between the Adviser and the Sub-Adviser with respect to
the Large Cap Growth Portfolio. See 'Recommendation and Required Vote' under
Proposal 1 for the definition of 'Majority'. A copy of the form of Investment
Sub-Advisory Agreement is attached to this Proxy Statement as Appendix B.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS OF THE FUND APPROVE THE
INVESTMENT ADVISORY AGREEMENT.
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FOR THE SHAREHOLDERS OF THE UBS HIGH YIELD BOND FUND ONLY:
PROPOSAL 5: APPROVAL OR DISAPPROVAL OF INVESTMENT ADVISORY AGREEMENT BETWEEN THE
TRUST AND THE ADVISER, ON BEHALF OF
UBS HIGH YIELD BOND PORTFOLIO
INVESTMENT ADVISORY AGREEMENT
The fees payable under the Investment Advisory Agreement between the Trust
and the Adviser with respect to the UBS High Yield Bond Portfolio would be
equal, on an annual basis, to 0.45% of the average daily net assets of the
Portfolio if there were no fee waiver in effect. The Adviser has agreed to waive
fees and reimburse each of the UBS High Yield Bond Fund and the UBS High Yield
Bond Portfolio for any of their respective operating expenses to the extent that
such Fund's total operating expenses (including its share of such Portfolio's
expenses) exceed, on an annual basis, 0.90% of the Fund's average daily net
assets. The Adviser may modify or discontinue this undertaking at any time in
the future with 30 days' prior notice to the Fund.
RECOMMENDATION AND REQUIRED VOTE
At the Meeting, the shareholders of UBS High Yield Bond Fund will vote on
Proposal 5. The affirmative vote of the holders of a majority of the outstanding
shares of such Fund is required to approve the Investment Advisory Agreement
between the Trust and the Adviser with respect to the High Yield Bond Portfolio.
See 'Recommendation and Required Vote' under Proposal 1 for the definition of
'Majority'. A copy of the form of Investment Advisory Agreement is attached to
this Proxy Statement as Appendix A.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS OF THE
HIGH YIELD BOND FUND APPROVE THE INVESTMENT ADVISORY AGREEMENT.
PROPOSAL 6: APPROVAL OR DISAPPROVAL OF INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN
THE ADVISER AND THE SUB-ADVISER ON BEHALF OF
UBS HIGH YIELD BOND PORTFOLIO
INVESTMENT SUB-ADVISORY AGREEMENT
The fees payable under the Investment Sub-Advisory Agreement between the
Adviser and the Sub-Adviser with respect to the UBS High Yield Bond Portfolio
would be equal, on an annual basis, to 0.25% of the Portfolio's first $25
million of average daily net assets, plus 0.20% of the next $25 million of
average daily net assets, plus 0.15% of the Portfolio's average daily net assets
in excess of $50 million. SUCH FEE WILL BE PAYABLE BY THE ADVISER AND NOT BY THE
PORTFOLIO.
RECOMMENDATION AND REQUIRED VOTE
At the Meeting, the shareholders of the UBS High Yield Bond Fund will vote
on Proposal 6. The affirmative vote of the holders of a majority of the
outstanding shares of such Fund is required to approve the Investment
Sub-Advisory Agreement between the Adviser and the Sub-Adviser with respect to
the High Yield Bond Portfolio. See 'Recommendation and Required Vote' under
Proposal 1 for the definition of 'Majority'. A copy of the form of Investment
Sub-Advisory Agreement is attached to this Proxy Statement as Appendix B.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS OF THE
HIGH YIELD BOND FUND APPROVE THE INVESTMENT SUB-ADVISORY AGREEMENT.
GENERAL INFORMATION
Distributor and Administrator Information. The Distributor for the Funds is
First Fund Distributors, Inc., 4455 E. Camelback Road, Phoenix, Arizona 85018.
The Administrator for the Funds
7
<PAGE>
<PAGE>
is Investors Bank & Trust Company, 200 Clarendon Street, Boston, Massachusetts
02116. The Administrator for the Portfolios is Investors Fund Services (Ireland)
Limited, Deloitte & Touche House, 29 Earlsfort Terrace, Dublin 2, Ireland.
Directors/Executive Officers and Ownership Interest in the Adviser and the
Sub-Adviser. Information regarding the Directors, executive officers and
ownership interest in the Adviser and Sub-Adviser is set forth in Appendix C.
Security Ownership of Management and 5% Holders. The Directors and officers
of the Company and the Trustees and officers of the Trust as a whole own less
than 1% of the outstanding securities of the Funds. Information regarding 5%
holders of each Fund is set forth in Appendix D.
SHAREHOLDER PROPOSALS
Proposals of shareholders which are intended to be presented at a future
shareholder meeting must be received by the Company within a reasonable time
prior to the Company's solicitation of proxies relating to such future meeting.
The Company is an open-end management investment company organized as a Maryland
corporation, and as such it is not required to hold, and has no intention of
holding, annual meetings, although the Company may hold special shareholder
meetings.
OTHER BUSINESS
The Board of Directors of the Company does not know of any other matters to
be considered at the Meeting other than those referred to above. If any other
matters are properly presented to the Meeting, it is the intention of proxy
holders to vote such proxies on such matters in accordance with their judgment.
By Order of the Board of Directors
SUSAN C. MOSHER
Secretary
December 1, 1997
Boston, Massachusetts
8
<PAGE>
<PAGE>
APPENDIX A
FORM OF
INVESTMENT ADVISORY AGREEMENT
Agreement, made this day of 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 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
WITNESSETH:
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.
A-1
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<PAGE>
(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;
(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 % 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 1940 Act) 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.
A-2
<PAGE>
<PAGE>
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 given if mailed or delivered to the Adviser
at 299 Park Avenue, New York, New York 10171, Attention: General Counsel,
with a copy to Richard A. Fabietti at Union Bank of Switzerland, New York
Branch, 1345 Avenue of the Americas, New York, New York 10105, 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 P.O. Box 501, Cardinal
Avenue, George 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.
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
1997.
UBS INVESTOR PORTFOLIOS TRUST
on behalf of
UBS PORTFOLIO
By: .................................
UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By: .................................
By: .................................
A-3
<PAGE>
<PAGE>
APPENDIX B
FORM OF
INVESTMENT SUB-ADVISORY AGREEMENT
Agreement made as of , 1997 by and between Union Bank of
Switzerland, New York Branch (the 'Adviser') and UBS Asset Management (New York)
Inc., (hereinafter called the 'Sub-Adviser').
WITNESSETH:
WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated , 1997 (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 laws of the State of New York (the 'Trust') on behalf of one of its
diversified mutual fund series, UBS 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.
NOW, THEREFORE, this Agreement
WITNESSETH:
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 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
B-1
<PAGE>
<PAGE>
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
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. 811-7553) each under the 1940
Act (the 'Registration Statement'), each as filed with the Commission on
February 28, 1996, and all amendments thereto.
4. The Sub-Adviser shall keep the Portfolio's books and records
required to be maintained by it pursuant to paragraphs 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 % of the Portfolio's first
$ million of average daily net assets, plus % of the next
B-2
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<PAGE>
$ million of average daily net assets, plus % of the
Portfolio's average daily net assets in excess of $ 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
1940 Act) 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 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
1940 Act) 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 299 Park Avenue, New York, New York 10171, Attention: General Counsel,
with a copy to Richard A. Fabietti at Union Bank of Switzerland, New York
Branch, 1345 Avenue of the Americas, New York, New York 10105; (b) to the
Sub-Adviser at 1345 Avenue of the Americas, New York, New York 10105,
Attention: President; (c) to the Trust, c/o IBT Trust Company (Cayman)
Ltd., P.O. Box 501, Cardinal Avenue, George Town, Grand Cayman BWI; 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.
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
, 1997.
UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By: .................................
By: .................................
UBS ASSET MANAGEMENT (NEW YORK) INC.
By: .................................
B-3
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<PAGE>
APPENDIX C
DIRECTORS AND EXECUTIVE OFFICERS OF
UNION BANK OF SWITZERLAND, NEW YORK BRANCH
AND
UBS ASSET MANAGEMENT (NEW YORK) INC.
Set forth below is certain information regarding the Directors and
executive officers of the Adviser.
<TABLE>
<CAPTION>
POSITION WITH THE
NAME AND AGE* ADVISOR BUSINESS EXPERIENCE DURING PAST FIVE YEARS
- --------------------------------------- ---------------------- ---------------------------------------------
<S> <C> <C>
Dr. HansPeter A. Lochmeier ............ Senior Managing UBS Investor Portfolios Trust, UBS Private
55 Director Investor Funds, Inc., Trustee and Director
(since 1996); Union Bank of Switzerland
(Investment Services Department), Division
Head.
J. Michael Gaffney .................... Managing Director and Union Bank of Switzerland (Investment
56 Chief Investment Services Department), Managing Director and
Officer Chief Investment Officer (since 1993);
Executive Vice President and Chief
Investment Officer, USF&G Corporation (1991
to 1993).
Lawrence E. Gore ...................... Managing Director Union Bank of Switzerland (The Private Bank),
41 Managing Director (since 1996); Vice
President and Senior Banker.
Peter E. Guernsey Jr. ................ Managing Director Union Bank of Switzerland (The Private Bank),
49 Division Head.
Jean M. Martin ........................ Managing Director Union Bank of Switzerland (The Private Bank),
53 Head of Portfolio Management/Marketing
(since May 1996); President and Co-Founder
of Meredith, Martin & Kaye, Inc., an
investment advisory firm located in New
York (1992 to May 1996).
Alfredo F. Roth ....................... Managing Director Union Bank of Switzerland (International
49 Private Banking), Division Head.
Paul Eckstein ......................... Senior Managing Union Bank of Switzerland (the Private Bank),
54 Director Head of Private Banking Services Support
(since 1997); Head of Branch Operations.
</TABLE>
- ------------
* The address of each Director and executive officer is 1345 Avenue of the
Americas, New York, New York 10105.
C-1
<PAGE>
<PAGE>
Set forth below is certain information regarding the Directors and
executive officers of the Sub-Adviser.
<TABLE>
<CAPTION>
POSITION WITH THE
NAME AND AGE* SUB-ADVISOR BUSINESS EXPERIENCE DURING PAST FIVE YEARS
- --------------------------------------- ---------------------- ---------------------------------------------
<S> <C> <C>
Arthur Decurtins ...................... Chairman of the Board Union Bank of Switzerland ('UBS') (Private
48 and Director Banking and Institutional Asset
Management), Executive Vice
President -- Division Head (since July
1996); UBS (Private Banking & Security
Administration), Executive Vice
President -- Section Head (July 1994 to
June 1996); UBS, Senior Vice
President -- Asset Management (January 1992
to July 1994).
James P. McCaughan .................... President and Director UBS (Institutional Asset Management)
44 Functional Adviser (September 1994 to
October 1996); UBS International Investment
London Limited, President and Managing
Director (December 1986 to September 1994).
Henry W. Haunss, Jr. .................. Managing Director and UBS Asset Management (New York) Inc., Head of
54 Director Real Estate.
Robert C. Dinerstein .................. Director and Corporate UBS, General Counsel.
55 Secretary
Victor H. Romley ...................... Managing Director and UBS, Marketing Representative (since April
58 Director 1995); UBS Asset Management (New York)
Inc., Head of Natural Resources.
Richard C. Capone ..................... Director UBS, Executive Vice President & Chief
55 Operating Officer (since July 1996); Senior
Managing Director & Branch Manager (January
1986 to June 1996).
</TABLE>
- ------------
* The address of each Director and executive officer is 1345 Avenue of the
Americas, New York, New York 10105.
C-2
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<PAGE>
APPENDIX D
SECURITY OWNERSHIP OF CERTAIN RECORD OWNERS
To the best knowledge of the Company, the names and addresses of the record
holders of 5% or more of the outstanding shares of each Fund as of the Record
Date, and the amount of outstanding shares owned of record by such holders, are
set forth below. The Company has no knowledge of shares held beneficially.
<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES HELD PERCENT OWNERSHIP
- -------------------------------------------------------------------------------- ----------- -----------------
<S> <C> <C>
SMALL CAP FUND:
Union Bank of Switzerland, NY Branch ........................................... 25,000.000 24.55644
1345 Avenue of the Americas
New York, NY 10105
James E. Klabunde & Mara C. Klabunde, TR ....................................... 9,955.313 9.77868
U/A Dated 2/26/92
FBO Klabunde Revocable Trust
254 Spring Creek Pl NE
Albuquerque, NM 87122
Union Bank of Switzerland, NY Branch ........................................... 8,000.000 7.85806
1345 Avenue of the Americas
New York, NY 10105
LARGE CAP FUND:
Union Bank of Switzerland, NY Branch ........................................... 12,324.390 44.28826
1345 Avenue of the Americas
New York, NY 10105
Union Bank of Switzerland, NY Branch ........................................... 3,295.150 11.84127
1345 Avenue of the Americas
New York, NY 10105
Union Bank of Switzerland, NY Branch ........................................... 2,577.830 9.26355
1345 Avenue of the Americas
New York, NY 10105
Union Bank of Switzerland, NY Branch ........................................... 1,528.585 5.49304
1345 Avenue of the Americas
New York, NY 10105
Arlington Press Profit Sharing Plan ............................................ 1,487.210 5.34435
191 Harrison Avenue
Brooklyn, NY 11206
HIGH YIELD BOND FUND:
Union Bank of Switzerland, NY Branch ........................................... 15,078.848 19.96678
1345 Avenue of the Americas
New York, NY 10105
Union Bank of Switzerland, NY Branch ........................................... 15,078.848 19.96678
1345 Avenue of the Americas
New York, NY 10105
Union Bank of Switzerland, NY Branch ........................................... 10,052.566 13.31118
1345 Avenue of the Americas
New York, NY 10105
Union Bank of Switzerland, NY Branch ........................................... 7,657.936 10.14032
1345 Avenue of the Americas
New York, NY 10105
Union Bank of Switzerland, NY Branch ........................................... 7,539.424 9.98339
1345 Avenue of the Americas
New York, NY 10105
</TABLE>
D-1
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<PAGE>
APPENDIX 1
VOTING INSTRUCTION/PROXY
UBS PRIVATE INVESTOR FUNDS, INC.
200 CLARENDON STREET
BOSTON, MASSACHUSETTS 02116
THIS SOLICITATION IS MADE ON BEHALF OF THE DIRECTORS OF
UBS Private Investor Funds, Inc. (the 'Company')
The undersigned appoints Burton Leibert, Richard Fabietti, Martin Flanigan
and Paul Jasinski and each of them, with full power of substitution, as
attorneys and proxies of the undersigned, and does thereby request that the
votes attributable to the undersigned be cast at the Special Meeting of
Shareholders of UBS Private Investor Funds, Inc. (the 'Company') to be held at
10:00 a.m., Eastern Standard time, on Monday, December 22, 1997, at the offices
of Union Bank of Switzerland, New York Branch, 1345 Avenue of the Americas
10105, and at any adjournment thereof. If a proxy is not received from a
particular shareholder, then the votes attributable to him or her will be
allocated in the same ratio as votes for which instructions have been received.
THE SHARES REPRESENTED BY THIS VOTING INSTRUCTION/PROXY WILL BE VOTED AS
DIRECTED BELOW, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED FOR THE PROPOSALS
BELOW.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE PROPOSALS.
PLEASE VOTE BY CHECKING YOUR RESPONSE.
FOR THE SHAREHOLDERS OF THE UBS SMALL CAP FUND ONLY:
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1. Approval of an Investment Advisory Agreement between UBS Investor Portfolios FOR [ ] AGAINST [ ] ABSTAIN [ ]
Trust (the 'Trust') and Union Bank of Switzerland, New York Branch (the
'Adviser').
2. Approval of an Investment Sub-Advisory Agreement between the Adviser and UBS FOR [ ] AGAINST [ ] ABSTAIN [ ]
Asset Management (New York) Inc., (the 'Sub-Adviser').
FOR THE SHAREHOLDERS OF THE UBS LARGE CAP GROWTH FUND ONLY:
3. Approval of an Investment Advisory Agreement between the Trust and the FOR [ ] AGAINST [ ] ABSTAIN [ ]
Adviser.
4. Approval of an Investment Sub-Advisory Agreement between the Adviser and the FOR [ ] AGAINST [ ] ABSTAIN [ ]
Sub-Adviser.
FOR THE SHAREHOLDERS OF THE UBS HIGH YIELD BOND FUND ONLY:
5. Approval of an Investment Advisory Agreement between the Trust and the FOR [ ] AGAINST [ ] ABSTAIN [ ]
Adviser.
6. Approval of an Investment Sub-Advisory Agreement between the Adviser and the FOR [ ] AGAINST [ ] ABSTAIN [ ]
Sub-Adviser.
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[LABEL AFFIXED HERE]
TOTAL SHARES ATTRIBUTABLE TO THE UNDERSIGNED: _________
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PLEASE VOTE, DATE, SIGN, AND RETURN THIS FORM IN THE ENCLOSED SELF-ADDRESSED NOTE: THE UNDERSIGNED HEREBY ACKNOWLEDGES
ENVELOPE. ALL PERSONS DESIGNATED ON THE ACCOUNT MUST SIGN THIS FORM. PLEASE RECEIPT OF THE NOTICE OF ANY PROXY
INDICATE TITLE IF SIGNING IN AN OFFICIAL CAPACITY. HERETOFORE GIVEN WITH RESPECT TO THE VOTES
COVERED BY THIS PROXY.
__________________________________________
Signature
Dated: ______________________________________________________________ , 1997 __________________________________________
Signature If Jointly Held or Title If
Required
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