Exhibit 6(b)
SELECTED DEALER AGREEMENT
BENEFICIAL SHARES OF INTEREST OF
MANAGED ACCOUNTS SERVICES PORTFOLIO TRUST
AGREEMENT made as of June 15, 1995, between Xxxxxxxx Xxxxxxxx Asset
Management Inc., a Delaware corporation ("Xxxxxxxx Xxxxxxxx"), and PaineWebber
Incorporated, a Delaware corporation ("PaineWebber").
WHEREAS Managed Accounts Services Portfolio Trust ("Trust") is a Delaware
business trust registered under the Investment Company Act of 1940, as amended
("1940 Act"), as an open-end management investment company; and
WHEREAS the Trust currently has twelve distinct series of shares of
beneficial interest ("Series"), which correspond to distinct portfolios and have
been designated as PACE Money Market Investments, PACE Government Securities
Fixed Income Investments, PACE Intermediate Fixed Income Investments, PACE
Strategic Fixed Income Investments, PACE Municipal Fixed Income Investments,
PACE Global Fixed Income Investments, PACE Large Company Value Equity
Investments, PACE Large Company Growth Equity Investments, PACE Small/Medium
Company Value Equity Investments, PACE Small/Medium Company Growth Equity
Investments, PACE International Equity Investments, and PACE International
Emerging Markets Equity Investments; and
WHEREAS the Trust's board of trustees ("Board") has established an
unlimited number of shares of beneficial interest of each of the
above-referenced Series; and
WHEREAS Xxxxxxxx Xxxxxxxx has entered into a Distribution Contract with
the Trust ("Distribution Contract") pursuant to which Xxxxxxxx Xxxxxxxx serves
as principal distributor in connection with the offering and sale of the shares
of beneficial interest of each such Series; and
WHEREAS Xxxxxxxx Xxxxxxxx desires to retain PaineWebber as its agent in
connection with the offering and sale of the shares of beneficial interest of
each Series and to delegate to PaineWebber performance of certain of the
services which Xxxxxxxx Xxxxxxxx provides to the Trust under the Distribution
Contract; and
WHEREAS the sales of the shares of beneficial interest of each Series
shall be available exclusively to participants in the PACE Program; and
WHEREAS PaineWebber is willing to act as Xxxxxxxx Xxxxxxxx' agent in
connection with the offering and sale of such shares of beneficial interest and
to perform such services on the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the promises and the mutual covenants
contained herein, Xxxxxxxx Xxxxxxxx and PaineWebber agree as follows:
1. Appointment. Xxxxxxxx Xxxxxxxx hereby appoints PaineWebber as its agent
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to sell and to arrange for the sale of the shares of beneficial interest of each
Series on the terms and for the period set forth in this Agreement. Xxxxxxxx
Xxxxxxxx also appoints PaineWebber as its agent for the performance of certain
other services set forth herein which Xxxxxxxx Xxxxxxxx provides to the Trust
under the Distribution Contract. PaineWebber hereby accepts such appointments
and agrees to act hereunder. It is understood, however, that these appointments
do not preclude sales of shares of beneficial interest of each Series directly
through the Trust's transfer agent in the manner set forth in the Registration
Statement. As used in this Agreement, the term "Registration Statement" shall
mean the Registration Statement of the Trust, and any supplements thereto, under
the Securities Act of 1933, as amended ("1933 Act"), and the 0000 Xxx.
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2. Services, Duties and Representations of PaineWebber.
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(a) PaineWebber agrees to sell the shares of beneficial interest on
a best efforts basis from time to time during the term of this Agreement as
agent for Xxxxxxxx Xxxxxxxx and upon the terms described in this Agreement and
the Registration Statement.
(b) Upon the later of the date of this Agreement or the initial
offering of shares of beneficial interest by a Series to the public, PaineWebber
will hold itself available to receive orders, satisfactory to PaineWebber and
Xxxxxxxx Xxxxxxxx, for the purchase of shares of beneficial interest and will
accept such orders on behalf of Xxxxxxxx Xxxxxxxx and the Trust as of the time
of receipt of such orders and will promptly transmit such orders as are accepted
to the Trust's transfer agent. Purchase orders shall be deemed effective at the
time and in the manner set forth in the Registration Statement.
(c) PaineWebber in its discretion may sell shares of beneficial
interest to (i) such other registered and qualified retail dealers as it may
select, subject to the approval of Xxxxxxxx Xxxxxxxx. In making agreements with
such dealers, PaineWebber shall act only as principal and not as agent for
Xxxxxxxx Xxxxxxxx or the Trust.
(d) The offering price of the shares of beneficial interest of each
Series shall be the net asset value per Share as next determined by the Trust
following receipt of an order at PaineWebber's principal office. Xxxxxxxx
Xxxxxxxx shall promptly furnish or arrange for the furnishing to PaineWebber of
a statement of each computation of net asset value.
(e) PaineWebber shall not be obligated to sell any certain number of
shares of beneficial interest of each Series.
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(f) To facilitate redemption of shares of beneficial interest by
shareholders directly or through dealers, PaineWebber is authorized but not
required on behalf of Xxxxxxxx Xxxxxxxx and the Trust to repurchase shares of
beneficial interest presented to it by shareholders and other dealers at the
price determined in accordance with, and in the manner set forth in, the
Registration Statement.
(g) PaineWebber represents and warrants that: (i) it is a member in
good standing of the National Association of Securities Dealers, Inc. ("NASD")
and agrees to abide by the Rules of Fair Practice of the NASD; (ii) it is
registered as a broker-dealer with the Securities and Exchange Commission; (iii)
it will maintain any filings and licenses required by federal and state laws to
conduct the business contemplated under this Agreement; and (iv) it will comply
with all federal and state laws and regulations applicable to the offer and sale
of the shares of beneficial interest.
(h) PaineWebber shall not incur any debts or obligations on behalf
of Xxxxxxxx Xxxxxxxx or the Trust. PaineWebber shall bear all costs that it
incurs in selling the shares of beneficial interest and in complying with the
terms and conditions of this Agreement as more specifically set forth in
paragraph 8.
(i) PaineWebber shall not permit any employee or agent to offer or
sell shares of beneficial interest to the public unless such person is duly
licensed under applicable federal and state laws and regulations.
(j) PaineWebber shall not (i) furnish any information or make any
representations concerning the shares of beneficial interest other than those
contained in the Registration Statement or in sales literature or advertising
that has been prepared or approved by Xxxxxxxx Xxxxxxxx as provided in paragraph
6 or (ii) offer or sell the shares of beneficial interest in jurisdictions in
which they have not been approved for offer and sale.
3. Services Not Exclusive. The services furnished by PaineWebber
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hereunder are not to be deemed exclusive and
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PaineWebber 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 PaineWebber who may also be a director, trustee, officer or employee of
Xxxxxxxx Xxxxxxxx or 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 or a dissimilar nature.
4. Duties of Xxxxxxxx Xxxxxxxx.
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(a) It is understood that the Trust reserves the right at any time
to withdraw all offerings of shares of beneficial interest of any or all Series
by written notice to Xxxxxxxx Xxxxxxxx.
(b) Xxxxxxxx Xxxxxxxx shall keep PaineWebber fully informed of the
Trust's affairs and shall make available to PaineWebber copies of all
information, financial statements and other papers which PaineWebber may
reasonably request for use in connection with the distribution of shares of
beneficial interest, including, without limitation, certified copies of any
financial statements prepared for the Trust by its independent public auditors
and such reasonable number of copies of the most current prospectus, statement
of additional information, and annual and interim reports of any Series as
PaineWebber may request, and Xxxxxxxx Xxxxxxxx shall cooperate fully in the
efforts of PaineWebber to sell and arrange for the sale of the shares of
beneficial interest and in the performance of PaineWebber under this Agreement.
(c) Xxxxxxxx Xxxxxxxx shall comply with all state and federal laws
and regulations applicable to a distributor of the shares of beneficial
interest.
5. Advertising. Xxxxxxxx Xxxxxxxx agrees to make available such sales
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and advertising materials relating to the shares of beneficial interest as
Xxxxxxxx Xxxxxxxx in its discretion determines appropriate. PaineWebber agrees
to submit all sales and advertising materials developed by it relating to the
shares of beneficial interest to Xxxxxxxx Xxxxxxxx for
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approval. PaineWebber agrees not to publish or distribute such materials to the
public without first receiving such approval in writing. Xxxxxxxx Xxxxxxxx shall
assist PaineWebber in obtaining any regulatory approvals of such materials that
may be required of or desired by PaineWebber.
6. Records. PaineWebber agrees to maintain all records required by
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applicable state and federal laws and regulations relating to the offer and sale
of the shares of beneficial interest. Xxxxxxxx Xxxxxxxx and its representatives
shall have access to such records during normal business hours for review or
copying.
7. Expenses of PaineWebber. PaineWebber shall bear all costs and expenses
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of (i) preparing, printing, and distributing any materials not prepared by the
Trust or Xxxxxxxx Xxxxxxxx and other materials used by PaineWebber in connection
with its offering of shares of beneficial interest for sale to the public; (ii)
any expenses of advertising incurred by PaineWebber in connection with such
offering; (iii) the expenses of registration or qualification of PaineWebber as
a dealer or broker under federal or state laws and the expenses of continuing
such registration or qualification; and (iv) any compensation paid to
PaineWebber's Investment Executives or other employees and others for selling
shares of beneficial interest, and any expenses of PaineWebber, its Investment
Executives and employees and others who engage in or support the sale of shares
of beneficial interest as may be incurred in connection with their sales
efforts. PaineWebber shall bear such additional costs and expenses as it and
Xxxxxxxx Xxxxxxxx may agree upon, such agreement to be evidenced in a writing
signed by both parties. Xxxxxxxx Xxxxxxxx shall advise the Board of any such
agreement as to additional costs and expenses borne by PaineWebber at their
first regular meeting held after such agreement but shall not be required to
obtain prior approval for such agreements from the Board.
8. Indemnification.
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(a) Xxxxxxxx Xxxxxxxx agrees to indemnify, defend, and hold
PaineWebber, its officers and directors, and any person who controls PaineWebber
within the meaning of Section 15 of the 1933 Act, free and harmless from and
against any and all claims, demands, liabilities, and expenses (including the
cost of investigating or defending such claims, demands, or liabilities and any
counsel fees incurred in connection therewith) which PaineWebber, its officers,
directors, or any such controlling person may incur under the 1933 Act, under
common law or otherwise, arising out of or based upon any alleged untrue
statement of a material fact contained in the Registration Statement; arising
out of or based upon any alleged omission to state a material fact required to
be stated in the Registration Statement thereof or necessary to make the
statements in the Registration Statement thereof not misleading; or arising out
of any sales or advertising materials with respect to the shares of beneficial
interest provided by Xxxxxxxx Xxxxxxxx to PaineWebber. However, this indemnity
agreement shall not apply to any claims, demands, liabilities, or expenses that
arise out of or are based upon any such untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with
information furnished in writing by PaineWebber to Xxxxxxxx Xxxxxxxx or the
Trust for use in the Registration Statement or in any sales or advertising
material; and further provided, that in no event shall anything contained herein
be so construed as to protect PaineWebber against any liability to Xxxxxxxx
Xxxxxxxx or the Trust or to the shareholders of any Series to which PaineWebber
would otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations under this Agreement.
(b) PaineWebber agrees to indemnify, defend, and hold Xxxxxxxx
Xxxxxxxx and its officers and directors, the Trust, its officers and trustees,
and any person who controls Xxxxxxxx Xxxxxxxx or the Trust within the meaning of
Section 15 of the 1933 Act, free and harmless from and against any and all
claims, demands, liabilities and expenses (including the cost of investigating
or defending against such claims, demands or liabilities and any counsel fees
incurred in connection therewith) which
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Xxxxxxxx Xxxxxxxx or its officers or directors or the Trust, its officers or
trustees, or any such controlling person may incur under the 1933 Act, under
common law or otherwise arising out of or based upon any alleged untrue
statement of a material fact contained in information furnished in writing by
PaineWebber to Xxxxxxxx Xxxxxxxx or the Trust for use in the Registration
Statement; arising out of or based upon any alleged omission to state a material
fact in connection with such information required to be stated in the
Registration Statement or necessary to make such information not misleading; or
arising out of any agreement between PaineWebber and any other retail dealer; or
arising out of any sales or advertising material used by PaineWebber in
connection with its duties under this Agreement.
9. Duration and Termination.
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(a) This Agreement shall become effective upon the date written above,
provided that, with respect to any Series, this Contract shall not take effect
unless such action has first been approved by vote of a majority of the Board
and by vote of a majority of those trustees of the Trust who are not interested
persons of the Trust as defined the 1940 Act ("Independent Trustees"), cast in
person at a meeting called for the purpose of voting on such action.
(b) Unless sooner terminated as provided herein, this Agreement
shall continue in effect for a period of one year. Thereafter, if not
terminated, this Agreement shall continue automatically for successive periods
of twelve months each, provided that such continuance is specifically approved
at least annually (i) by a vote of a majority of the Independent Trustees, 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 Series by vote of a majority of
the outstanding voting securities of the shares of beneficial interest of such
Series.
(c) Notwithstanding the foregoing, with respect to any Series, this
Agreement may be terminated at any time, without the payment of any penalty, by
either party, upon the giving of 30 days' written notice. Such notice shall be
deemed to have been given on the date it is received in writing by the other
party or any officer thereof. This Agreement may also be terminated at
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any time, without the payment of any penalty, by vote of the Board, by vote of a
majority of the Independent Trustees or by vote of a majority of the outstanding
voting securities of the shares of beneficial interest of such Series on 30
days' written notice to Xxxxxxxx Xxxxxxxx and PaineWebber.
(d) Termination of this Agreement with respect to any given Series
shall in no way affect the continued validity of this Agreement or the
performance thereunder with respect to any other Series. This Agreement will
automatically terminate in the event of its assignment or in the event that the
Distribution Contract is terminated.
10. Amendment of this Agreement. No provision of this Agreement may be
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amended, 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.
11. Use of PaineWebber Name. PaineWebber hereby authorizes Xxxxxxxx
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Xxxxxxxx to use the name "PaineWebber Incorporated" or any name derived
therefrom in any sales or advertising materials prepared and/or used by Xxxxxxxx
Xxxxxxxx in connection with its duties as distributor of the shares of
beneficial interest, but only for so long as this Agreement or any extension,
renewal or amendment hereof remains in effect, including any similar agreement
with any organization which shall have succeeded to the business of PaineWebber.
12. Governing Law. This Agreement shall be construed in accordance
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with the laws of the State of Delaware and the 1940 Act. 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.
13. 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
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the benefit of the parties hereto and their respective successors. As used in
this Agreement, the terms "majority of the outstanding voting securities,"
"interested person" and "assignment" shall have the same meanings as such terms
have in the 1940 Act.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated as of the day and year first written
above.
XXXXXXXX XXXXXXXX ASSET
MANAGEMENT INC.
Attest:/s/Xxxx Xxxxxxx By:/s/Xxxxxx X. X'Xxxxxxx
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PAINEWEBBER INCORPORATED
Attest:/s/Xxxxxxxx Xxxxxxx By:/s/Xxxxx Xxxxxx
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