Exhibit 5(a)
INVESTMENT MANAGEMENT AND ADMINISTRATION AGREEMENT
THIS AGREEMENT made as of June 15, 1995, is between MANAGED ACCOUNTS
SERVICES PORTFOLIO TRUST, a Delaware business trust ("Trust"), and XXXXXXXX
XXXXXXXX ASSET MANAGEMENT INC. ("Xxxxxxxx Xxxxxxxx"), a Delaware corporation
registered as a broker-dealer under the Securities Exchange Act of 1934, as
amended ("1934 Act"), and as an investment adviser under the Investment Advisers
Act of 1940, as amended ("Advisers Act").
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended ("1940 Act"), as an open-end management investment company, and
intends to offer for public sale distinct series of shares of beneficial
interest (each a "Portfolio"); and
WHEREAS, the Trust desires and intends to have one or more investment
advisers ("Sub-Advisers") provide investment advisory and portfolio management
services with respect to the Portfolios other than any Portfolios managed by
Xxxxxxxx Xxxxxxxx;
WHEREAS, the Trust desires to retain Xxxxxxxx Xxxxxxxx as investment
manager and administrator to furnish certain administrative, investment advisory
and management services to the Trust and each Portfolio as now exists and as
hereafter may be established, and Xxxxxxxx Xxxxxxxx is willing to furnish such
services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints Xxxxxxxx Xxxxxxxx as
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investment manager and administrator of the Trust and each Portfolio for the
period and on the terms set forth in this Agreement. Xxxxxxxx Xxxxxxxx accepts
such appointment and agrees
to render the services herein set forth, for the compensation herein provided.
2. Duties as Investment Manager for PACE Money Market Investments.
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(a) Subject to the supervision of the Trust's Board of Trustees
("Board"), Xxxxxxxx Xxxxxxxx will provide a continuous investment program for
the PACE Money Market Investments Portfolio, including investment research and
management. Xxxxxxxx Xxxxxxxx will determine from time to time what securities
and other investments will be purchased, retained or sold by PACE Money Market
Investments. Xxxxxxxx Xxxxxxxx will be responsible for placing purchase and sell
orders for investments and for other related transactions. Xxxxxxxx Xxxxxxxx
will provide services under this Agreement in accordance with PACE Money Market
Investments' investment objective, policies and restrictions as stated in the
Trust's Registration Statement as it applies to PACE Money Market Investments.
(b) Xxxxxxxx Xxxxxxxx agrees that in placing orders with brokers, it
will attempt to obtain the best net result in terms of price and execution. In
no instance will portfolio securities be purchased from or sold to Xxxxxxxx
Xxxxxxxx, or any affiliated person thereof, except in accordance with the
federal securities laws and the rules and regulations thereunder. Xxxxxxxx
Xxxxxxxx may aggregate sales and purchase orders of the assets of the Portfolio
with similar orders being made simultaneously for other accounts advised by
Xxxxxxxx Xxxxxxxx or its affiliates. Whenever Xxxxxxxx Xxxxxxxx simultaneously
places orders to purchase or sell the same security on behalf of PACE Money
Market Investments and one or more other accounts advised by Xxxxxxxx Xxxxxxxx,
such orders will be allocated as to price and amount among all such accounts in
a manner believed to be equitable to each account. The Trust recognizes that in
some cases this procedure may adversely affect the results obtained for PACE
Money Market Investments.
(c) Xxxxxxxx Xxxxxxxx will maintain all books and records required
to be maintained by Xxxxxxxx Xxxxxxxx pursuant to the 1940 Act and the rules and
regulations promulgated thereunder with respect to transactions on behalf of
PACE Money Market
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Investments, and will furnish the Board with such periodic and special reports
as the Board reasonably may request. In compliance with the requirements
of Rule 31a-3 under the 1940 Act, Xxxxxxxx Xxxxxxxx hereby agrees that all
records which it maintains for the Trust and PACE Money Market Investments are
the property of the Trust, agrees to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act any records which it maintains for the Trust and which
are required to be maintained by Rule 31a-1 under the 1940 Act and further
agrees to surrender promptly to the Trust any records which it maintains for the
Trust upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board,
Xxxxxxxx Xxxxxxxx will provide the Board with economic and investment analyses
and reports as well as quarterly reports setting forth the performance of PACE
Money Market Investments and make available to the Board any economic,
statistical and investment services normally available to institutional or other
customers of Xxxxxxxx Xxxxxxxx.
(e) In accordance with procedures adopted by the Board, as amended from
time to time, Xxxxxxxx Xxxxxxxx is responsible for assisting in the fair
valuation of all portfolio securities and will arrange for the provision of a
price(s) from a party(ies) independent of Xxxxxxxx Xxxxxxxx for each portfolio
security for which the custodian does not obtain prices in the ordinary course
of business from an automated pricing service.
3. Duties as Investment Manager to Other PACE Portfolios; Appointment
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of Sub-Advisers.
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(a) Subject to the supervision and direction of the Board, Xxxxxxxx
Xxxxxxxx will provide to the Trust investment management evaluation services
principally by performing initial review of prospective Sub-Advisers for each
Portfolio other than PACE Money Market Investments and supervising and
monitoring Sub-Adviser performance thereafter. Xxxxxxxx Xxxxxxxx agrees to
report to the Trust results of its evaluation, supervision and monitoring
functions and to keep certain books and records of the Trust in connection
therewith. Xxxxxxxx Xxxxxxxx further agrees to communicate performance
expectations and evaluations to the Sub-
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Advisers, and to recommend to the Trust whether agreements with Sub-Advisers
should be renewed, modified or terminated.
(b) Xxxxxxxx Xxxxxxxx is responsible for informing the Sub-Advisers of the
investment objective(s), policies and restrictions of the Portfolio(s) for which
the Sub-Adviser is responsible, for informing or ascertaining that it is aware
of other legal and regulatory responsibilities applicable to the Sub-Adviser
with respect to the Portfolio(s) for which the Sub-Adviser is responsible, and
for monitoring the Sub-Advisers' discharge of their duties; but Xxxxxxxx
Xxxxxxxx is not responsible for the specific actions (or inactions) of a
Sub-Adviser in the performance of the duties assigned to it.
(c) With respect to each Portfolio other than PACE Money Market
Investments, Xxxxxxxx Xxxxxxxx shall enter into an agreement ("Sub-Advisory
Agreements") with a sub-adviser in substantially the form attached hereto as
Exhibit 1.
(d) Xxxxxxxx Xxxxxxxx shall be responsible for the fees payable to and
shall pay the Sub-Adviser of each Portfolio the fee as specified in the
Sub-Advisory Agreement relating thereto.
4. Duties as Administrator. Xxxxxxxx Xxxxxxxx will administer the
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affairs of the Trust and each Portfolio subject to the supervision of the Board
and the following understandings:
(a) Xxxxxxxx Xxxxxxxx will supervise all aspects of the operations of the
Trust and each Portfolio, including oversight of transfer agency, custodial and
accounting services, except as hereinafter set forth; provided, however, that
nothing herein contained shall be deemed to relieve or deprive the Board of its
responsibility for and control of the conduct of the affairs of the Trust and
each Portfolio.
(b) Xxxxxxxx Xxxxxxxx will provide the Trust and each Portfolio with such
corporate, administrative and clerical personnel (including officers of the
Trust) and services as are reasonably deemed necessary or advisable by the
Board, including the maintenance of certain books and records of the Trust and
each Portfolio.
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(c) Xxxxxxxx Xxxxxxxx will arrange, but not pay, for the periodic
preparation, updating, filing and dissemination (as applicable) of the Trust's
Registration Statement, proxy material, tax returns and required reports to each
Portfolio's shareholders and the Securities and Exchange Commission and other
appropriate federal or state regulatory authorities.
(d) Xxxxxxxx Xxxxxxxx will provide the Trust and each Portfolio with, or
obtain for it, adequate office space and all necessary office equipment and
services, including telephone service, heat, utilities, and similar items.
(e) Xxxxxxxx Xxxxxxxx will provide the Board on a regular basis with
economic and investment analyses and reports and make available to the Board
upon request any economic, statistical and investment services normally
available to institutional or other customers of Xxxxxxxx Xxxxxxxx.
5. Further Duties. In all matters relating to the performance of this
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Agreement, Xxxxxxxx Xxxxxxxx will act in conformity with the Trust's Trust
Instrument, By-Laws and currently effective registration statement under the
1940 Act and any amendments or supplements thereto ("Registration Statement")
and with the instructions and directions of the Board and will comply with the
requirements of the 1940 Act, the Advisers Act, and the rules under each,
Subchapter M of the Internal Revenue Code as applicable to regulated investment
companies, and all other applicable federal and state laws and regulations.
6. Services Not Exclusive. The services furnished by Xxxxxxxx Xxxxxxxx
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hereunder are not to be deemed exclusive and Xxxxxxxx Xxxxxxxx shall be free to
furnish similar services to others so long as its services under this Agreement
are not impaired thereby. Nothing in this Agreement shall limit or restrict the
right of any director, officer or employee of Xxxxxxxx Xxxxxxxx, who may also be
a Trustee, officer or employee of the Trust, to engage in any other business or
to devote his or her time and attention in part to the management or other
aspects of any other business, whether of a similar nature or a dissimilar
nature.
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7. Expenses.
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(a) During the term of this Agreement, each Portfolio will bear all
expenses, not specifically assumed by Xxxxxxxx Xxxxxxxx, incurred in its
operations and the offering of its shares.
(b) Expenses borne by each Portfolio will include but not be limited to
the following (or each Portfolio's proportionate share of the following): (i)
the cost (including brokerage commissions) of securities purchased or sold by
the Portfolio and any losses incurred in connection therewith; (ii) fees payable
to and expenses incurred on behalf of the Portfolio by Xxxxxxxx Xxxxxxxx under
this Agreement; (iii) expenses of organizing the Trust and each Portfolio; (iv)
filing fees and expenses relating to the registrations and qualification of the
Portfolio's shares and the Trust under federal and/or securities laws and
maintaining such registration and qualifications; (v) fees and salaries payable
to the Trust's Trustees and officers who are not interested persons of the
Trust; (vi) all expenses incurred in connection with the Trustees' services,
including travel expenses; (vii) taxes (including any income or franchise taxes)
and governmental fees; (viii) costs of any liability, uncollectible items of
deposit and other insurance and fidelity bonds; (ix) any costs, expenses or
losses arising out of a liability of or claim for damages or other relief
asserted against the Trust or Portfolio for violation of any law; (x) legal,
accounting and auditing expenses, including legal fees of special counsel for
those Trustees of the Trust who are not interested persons of the Trust; (xi)
charges of custodians, transfer agents and other agents; (xii) costs of
preparing share certificates; (xiii) expenses of setting in type and printing
prospectuses and supplements thereto, statements of additional information and
supplements thereto, reports and proxy materials for existing shareholders, and
costs of mailing such materials to existing shareholders; (xiv) any
extraordinary expenses (including fees and disbursements of counsel, costs of
actions, suits or proceedings to which the Trust is a party and the expenses the
Trust may incur as a result of its legal obligation to provide indemnification
to its officers, Trustees, agents and shareholders) incurred by the Trust or
Portfolio; (xv) fees, voluntary assessments and other expenses incurred in
connection with membership in investment
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company organizations; (xvi) cost of mailing and tabulating proxies and costs of
meetings of shareholders, the Board and any committees thereof; (xvii) the cost
of investment company literature and other publications provided by the Trust to
its Trustees and officers; and (xviii) costs of mailing, stationery and
communications equipment.
(c) The Trust or a Portfolio may pay directly any expenses incurred by it
in its normal operations and, if any such payment is consented to by Xxxxxxxx
Xxxxxxxx and acknowledged as otherwise payable by Xxxxxxxx Xxxxxxxx pursuant to
this Agreement, the Portfolio may reduce the fee payable to Xxxxxxxx Xxxxxxxx
pursuant to Paragraph 8 thereof by such amount. To the extent that such
deductions exceed the fee payable to Xxxxxxxx Xxxxxxxx on any monthly payment
date, such excess shall be carried forward and deducted in the same manner from
the fee payable on succeeding monthly payment dates.
(d) Xxxxxxxx Xxxxxxxx will assume the cost of any compensation for
services provided to the Trust received by the officers of the Trust and by
those Trustees who are interested persons of the Trust.
(e) The payment or assumption by Xxxxxxxx Xxxxxxxx of any expenses of the
Trust or a Portfolio that Xxxxxxxx Xxxxxxxx is not required by this Agreement to
pay or assume shall not obligate Xxxxxxxx Xxxxxxxx to pay or assume the same or
any similar expense of the Trust or a Portfolio on any subsequent occasion.
8. Compensation.
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(a) For the administrative services provided to each Portfolio, each
Portfolio will pay to Xxxxxxxx Xxxxxxxx a fee, computed daily and paid monthly,
at an annual rate of 0.20% of each Portfolio's average daily net assets.
(b) For investment management services provided pursuant to this
Agreement, each Portfolio of the Trust shall pay to Xxxxxxxx Xxxxxxxx a fee,
computed daily and paid monthly on the first business day of the next succeeding
calendar month, at the annual percentage rate of each such Portfolio's average
daily net assets as set forth in Schedule I to this Agreement.
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(c) For the services provided and the expenses assumed pursuant to this
Agreement with respect to any Portfolio hereafter established, such Portfolio
will pay to Xxxxxxxx Xxxxxxxx from the assets of the Portfolio a fee in an
amount to be agreed upon in a written fee agreement ("Fee Agreement") executed
by the Trust on behalf of the Portfolio and by Xxxxxxxx Xxxxxxxx. All such Fee
Agreements shall provide that they are subject to all terms and conditions of
this Agreement.
(d) The fee shall be computed daily and paid monthly to Xxxxxxxx Xxxxxxxx
on the first business day of the next succeeding calendar month.
(e) If this Agreement becomes effective or terminates before the end of
any month, the fee for the period from the effective day to the end of the month
or from the beginning of such month to the date of termination, as the case may
be, shall be prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs.
9. Limitation of Liability of Xxxxxxxx Xxxxxxxx. Xxxxxxxx Xxxxxxxx, its
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officers, directors, employees and delegates, including any Sub-Adviser or the
Trust, shall not be liable for any error of judgment or mistake of law or for
any loss suffered by any Portfolio, the Trust or any of its shareholders, in
connection with the matters to which this Agreement relates, except 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 or on the part of
its officers, directors, employees or delegates of their obligations and duties
under this Agreement. Any person, even though also an officer, director,
employee, or agent of Xxxxxxxx Xxxxxxxx, who may be or become an officer,
Trustee, employee or agent of the Trust shall be deemed, when rendering services
to any Portfolio or the Trust or acting with respect to any business of such
Portfolio or the Trust, to be rendering such service to or acting solely for the
Portfolio or the Trust and not as an officer, director, employee, or agent or
one under the control or direction of Xxxxxxxx Xxxxxxxx even though paid by it.
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10. Limitation of Liability of the Trustees and Shareholders of the Trust.
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The Trustees of the Trust and the shareholders of any Portfolio shall not be
liable for any obligations of any Portfolio or the Trust under this Agreement
and Xxxxxxxx Xxxxxxxx agrees that, in asserting any rights or claims under this
Agreement, it shall look only to the assets and property of the Trust in
settlement of such right or claim, and not to such Trustees or shareholders.
11. Duration and Termination.
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(a) As to any Portfolio, this Agreement shall become effective upon the
date the Portfolio commences investment operations provided that, with respect
to any Portfolio, this Agreement shall not take effect unless it has first been
approved (i) by a vote of a majority of those Trustees of the Trust 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 (ii) by vote
of a majority of that Portfolio's outstanding voting securities.
(b) Unless sooner terminated as provided herein, this Agreement shall
continue in effect for a period of two years. Thereafter, if not terminated,
this Agreement shall continue automatically for successive annual periods of
twelve months each, provided that such continuance is specifically approved at
least annually (i) by a vote of a majority of those Trustees of the Trust 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
(ii) by the Board or with respect to any given Portfolio by vote of a majority
of the outstanding voting securities of such Portfolio.
(c) Notwithstanding the foregoing, with respect to any Portfolio this
Agreement may be terminated at any time, without the payment of any penalty, by
vote of the board or by a vote of a majority of the outstanding voting
securities of such Portfolio on sixty days' written notice to Xxxxxxxx Xxxxxxxx
and may be terminated by Xxxxxxxx Xxxxxxxx at any time, without the payment of
any penalty, on sixty days' written notice to the Trust. Termination of this
Agreement with respect to any given Portfolio shall in no way affect the
continued validity of this Agreement or
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the performance thereunder with respect to any other Portfolio. This Agreement
will automatically terminate in the event of its assignment.
12. Amendment of this Agreement. No provision of this Agreement may be
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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 this Agreement as to any
given Portfolio shall be effective until approved by vote of a majority of such
Portfolio's outstanding voting securities.
13. Governing Law. This Agreement shall be construed in accordance with
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the laws of the State of Delaware, without giving effect to the conflicts of
laws principles thereof. To the extent that the applicable laws of the State of
Delaware conflict with the applicable provisions of the 1940 Act, the latter
shall control.
14. Miscellaneous. The captions in this Agreement are included for
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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. As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"affiliated person," "interested person," "assignment," "broker," "investment
adviser," "national securities exchange," "net assets," "prospectus," "sale,"
"sell" and "security" shall have the same meanings as such terms have in the
1940 Act, subject to such exemption as may be granted by the Securities and
Exchange Commission by any rule, regulation or order. Where the effect of a
requirement of the 1940 Act reflected in any provision of this Agreement is
relaxed by a rule, regulation or order of the Securities and Exchange
Commission, whether of special or general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated as of the day and year first above
written.
Attest: XXXXXXXX XXXXXXXX ASSET MANAGEMENT INC.
/s/ Xxxxxx X. X'Xxxxxxx By:/s/Xxxxxxx X. Xxxx
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Name:Xxxxxxx X. Xxxx
Title:First Vice President
Attest: MANAGED ACCOUNTS SERVICES PORTFOLIO TRUST
/s/ Xxxxxx X. X'Xxxxxxx By:/s/Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title:Vice President and
Assistant Secretary
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SCHEDULE I
Fee Rate
Paid by
Portfolio
to the
Portfolio Manager
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PACE Money Market Investments 0.15%
PACE Government Securities Fixed Income Investments 0.50%
PACE Intermediate Fixed Income Investments 0.40%
PACE Strategic Fixed Income Investments 0.50%
PACE Municipal Fixed Income Investments 0.40%
PACE Global Fixed Income Investments 0.60%
PACE Large Company Value Equity Investments 0.60%
PACE Large Company Growth Equity Investments 0.60%
PACE Small/Medium Company Value Equity Investments 0.60%
PACE Small/Medium Company Growth Equity Investments 0.60%
PACE International Equity Investments 0.70%
PACE International Emerging Markets Equity Investments 0.90%
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