For period ending July 31, 2007 UBS PACE Select Advisors Trust
File number 811-8764 Exhibit 77Q1
A. UBS PACE Small/Medium Co Growth Equity Investments
A new Sub-Advisory Agreement was entered into with Copper
Rock Capital Partners, LLC. A copy of the Sub-Advisory
Agreement is attached below.
SUB-ADVISORY AGREEMENT
Agreement made as of March 1, 2007 between UBS Global Asset Management
(Americas) Inc. (UBS Global AM), a Delaware corporation,
and Copper Rock Capital Partners, LLC, (the Sub-Adviser)
a Delaware limited liability company (the Agreement).
RECITALS
(1) UBS Global AM has entered into a Management Agreement dated
April 1, 2006, as amended August 1, 2006 (Management Agreement), with
UBS PACE Select Advisors Trust (formerly known as Managed Accounts Services
Portfolio Trust (Trust)), an open-end management investment company
registered under the Investment Company Act of 1940, as amended (1940 Act),
with respect to UBS PACE Small/Medium Co Growth
Equity Investments (Portfolio);
(2) UBS Global AM is authorized to retain one or more Sub-Adviser
to furnish certain investment advisory services to UBS Global AM and
the Portfolio;
(3) UBS Global AM desires to retain the Sub-Adviser to furnish
certain investment advisory services to UBS Global AM and the Portfolio; and
(4) The Sub-Adviser is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, UBS Global AM and the Sub-Adviser agree as follows:
1. Appointment. UBS Global AM hereby appoints the Sub-Adviser as an
investment sub-adviser with respect to the Portfolio for the period and on
the terms set forth in this Agreement. The Sub-Adviser accepts that
appointment and agrees to render the services herein set forth, for the
compensation herein provided.
2. Duties as Sub-Adviser.
(a) Subject to the supervision and direction of the Board and review
by UBS Global AM, and any written guidelines adopted by the Board or
UBS Global AM, the Sub-Adviser will provide a continuous investment program
for all or a designated portion of the assets (Segment) of the Portfolio,
including investment research and discretionary management with respect to
all securities and investments and cash equivalents in the Portfolio
or Segment. The Sub-Adviser will determine from time to time what investments
will be purchased, retained or sold by the Portfolio or Segment. UBS Global
AM acknowledges that the Sub-Adviser may consult with affiliates under its
control in connection with providing such investment program, while retaining
the responsibility for making investment decisions on behalf of the Portfolio.
The Sub-Adviser will be responsible for placing purchase and sell orders for
investments and for other related transactions for the Portfolio or Segment.
The Sub-Adviser has authority to review and execute all industry agreements
with banks, brokers, dealers and other financial intermediaries necessary to
perform its duties under this Agreement. The Sub-Adviser understands that the
Portfolios assets need to be managed so as to permit the Portfolio to qualify
or to continue to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code, as amended (Code).
The Sub-Adviser will provide services under this Agreement in accordance with
the Portfolios investment objective, policies and restrictions as stated
in the Trusts currently effective registration statement under the 1940 Act,
and any amendments or supplements thereto (Registration Statement).
(b) The Sub-Adviser agrees that it will not consult with any other
sub-adviser for the Trust or Portfolio (Other Sub-Adviser) concerning any
transaction by the Portfolio or Segment in securities or other assets,
including (i) the purchase by the Portfolio or Segment of a security issued
by the Other Sub-Adviser, or an affiliate of the Other Sub-Adviser, to the
Trust or Portfolio except as permitted by the 1940 Act or (ii) transactions
by the Portfolio or Segment in any security for which the Other Sub-Adviser,
or its affiliate, is the principal underwriter.
(c) The Sub-Adviser agrees that, in placing orders with brokers,
it will use its best efforts to obtain best execution; provided that,
on behalf of the Portfolio, the Sub-Adviser may, in its discretion, use
brokers that provide the Sub-Adviser with research, analysis, advice and
similar services to execute portfolio transactions on behalf of the Portfolio,
and the Sub-Adviser may pay to those brokers in return for brokerage
and research services a higher commission than may be charged by other
brokers, subject to the Sub-Advisers determination in good faith that such
commission is reasonable in terms either of the particular transaction or
of the overall responsibility of the Sub-Adviser to the Portfolio and its
other clients and that the total commissions paid by the Portfolio or Segment
will be reasonable in relation to the benefits to the Portfolio over the
long term. In no instance will portfolio securities be purchased from or
sold to UBS Global AM or the Sub-Adviser, or any affiliated person thereof,
except in accordance with the federal securities laws and the rules and
regulations thereunder. The Sub-Adviser may aggregate sales and purchase
orders with respect to the assets of the Portfolio or Segment with similar
orders being made simultaneously for other accounts advised by the Sub-Adviser
or affiliates under its control. Whenever the Sub-Adviser simultaneously
places orders to purchase or sell the same security on behalf of the Portfolio
and one or more other accounts advised by the Sub-Adviser, the orders will
be allocated as to price and amount among all such accounts in a manner
believed to be equitable over time to each account. UBS Global AM recognizes
that in some cases this procedure may adversely affect the results obtained
for the Portfolio or Segment.
(d) The Sub-Adviser will maintain all books and records required to be
maintained pursuant to the 1940 Act and the rules and regulations promulgated
thereunder with respect to transactions by the Sub-Adviser on behalf of the
Portfolio or Segment, and will furnish the Board and UBS Global AM with such
periodic and special reports as the Board or UBS Global AM reasonably may
request. In compliance with the requirements of Rule 31 a-3 under the 1940 Act,
the Sub-Adviser hereby agrees that all records which it maintains for the
Portfolio are the property of the Trust, agrees to preserve for the periods
prescribed by Rule 31 a-2 under the 1940 Act any records that it maintains for
the Portfolio and that 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 Portfolio upon request by the Trust; provided,
however, that the Sub-Advisor may retain a copy of such records.
(e) At such times as shall be reasonably requested by the Board or
UBS Global AM, the Sub-Adviser will provide the Board and UBS Global AM with
economic and investment analyses and reports as well as quarterly reports
setting forth the performance of the Portfolio or Segment and make available
to the Board and UBS Global AM any economic, statistical and investment
services that the Sub-Adviser normally makes available to its institutional
or other customers.
(f) In accordance with procedures adopted by the Board, as amended from
time to time, the Sub-Adviser is responsible for assisting in the fair
valuation of all portfolio securities in the Portfolio or Segment and will
use its reasonable efforts to arrange for the provision of a price or prices
from one or more parties independent of the Sub-Adviser for each portfolio
security for which the custodian does not obtain prices in the ordinary
course of business from an automated pricing service.
(g) The Sub-Adviser agrees that it will be responsible for voting proxies
of issuers of securities held by the Portfolio or Segment. The Sub-Adviser
further agrees that it will adopt written proxy procedures that shall comply
with the requirements of the 1940 Act and the Investment Advisers Act of 1940,
as amended (Advisers Act), and that shall be acceptable to the Board.
The Sub-Adviser further agrees that it will provide the Board on or before
August 1st of each year, or more frequently as the Board may reasonably
request, with a written or electronic report of the proxies voted during the
most recent 12-month period ending June 30, or such other period as the Board
may designate, in a format that shall comply with the 1940 Act and that shall
be acceptable to the Board.
Notwithstanding the above, UBS Global AM or another service provider for the
Trust, and not the Sub-Adviser, shall make any and all filings in connection
with any securities litigation or class action lawsuits involving securities
held or that were held in the Segment; provided, however, that Sub-Adviser is
responsible for promptly forwarding to UBS Global AM any documents it receives
regarding such matters that are specific to the Portfolio and providing
reasonable assistance, if necessary, in making such claims. UBS Global AM
understands that the Sub-adviser establishes from time to time guidelines for
the voting of proxies and may employ the services of a proxy voting service
to exercise proxies in accordance with the Sub-Advisers guidelines.
3. Further Duties. In all matters relating to the performance of this
Agreement, the Sub-Adviser will seek to act in conformity with the Trusts
Trust Instrument, By-Laws and Registration Statement and with the written
instructions and written directions of the Board and UBS Global AM; and will
comply with the requirements of the 1940 Act, and the Investment
Advisers Act of 1940, as amended (Advisers Act), and the rules under each,
the Code, and all other federal and state laws and regulations applicable to
the Trust and the Portfolio. UBS Global AM agrees to provide to the
Sub-Adviser copies of the Trusts Trust Instrument, By-Laws, Registration
Statement, written instructions and directions of the Board and UBS
Global AM, and any amendments or supplements to any of these materials
as soon as practicable after such materials become available and further
agrees to identify to the Sub-Adviser in writing any broker-dealers that are
affiliated with UBS Global AM (other than UBS Financial Services Inc.
and UBS Global AM itself).
4. Expenses. During the term of this Agreement, the Sub-Adviser will
bear all expenses incurred by it in connection with its services under this
Agreement. The Sub-Adviser shall not be responsible for any expenses
incurred by the Trust, the Portfolio or UBS Global AM.
5. Compensation.
(a) For the services provided and the expenses assumed by the
Sub-Adviser pursuant to this Agreement, UBS Global AM, not the Portfolio,
will pay to the Sub-Adviser a fee, computed daily and payable monthly,
at an annual rate of 0.45% up to $100 million and 0.40% on assets in
excess of $100 million of the average daily net assets of the Portfolio
or Segment allocated to its management (computed in the manner specified
in the Management Agreement) and will provide the Sub-Adviser with
a schedule showing the manner in which the fee was computed.
If the Sub-Adviser is managing a Segment, its fees will be based on the
value of the assets of the Portfolio within the Sub-Advisers Segment.
(b) The fee shall be accrued daily and payable monthly to the
Sub-Adviser on or before the last business day of the next succeeding
calendar month.
(c) If this Agreement becomes effective or terminates before
the end of any month, the fee for the period from the effective date 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 pro-rated according to the
proportion which such period bears to the full month in that such
effectiveness or termination occurs.
6. Limitation Of Liability.
(a) The Sub-Adviser shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Portfolio, the Trust or its
shareholders or by UBS Global AM 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 of its obligations and duties under this
Agreement.
(b) In no event will the Sub-Adviser have any responsibility for any
other series of the Trust, for any portion of the Portfolio not managed by
the Sub-Adviser or for the acts or omissions of any other sub-adviser to the
Trust or Portfolio.
In particular, in the event the Sub-Adviser shall manage only a portion of
the Portfolios investments, the Sub-Adviser shall have no responsibility
for the Portfolios being in violation of any applicable law or regulation
or investment policy or restriction applicable to the Portfolio as a whole
or for the Portfolios failing to qualify as a regulated investment company
under the Code, if the securities and other holdings of the Segment of the
Portfolio managed by the Sub-Adviser are such that such Segment would not be
in such violation or fail to so qualify if such Segment were deemed a
separate series of the Trust or a separate regulated investment company under
the Code.
Nothing in this section shall be deemed a limitation or waiver of any
obligation or duty that may not by law be limited or waived.
7. Representations of Sub-Adviser. The Sub-Adviser represents, warrants
and agrees as follows:
(a) The Sub-Adviser (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as this
Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the
Advisers Act from performing the services contemplated by this Agreement;
(iii) has met, and will seek to continue to meet for so long as this Agreement
remains in effect, any other applicable federal or state requirements, or the
applicable requirements of any regulatory or industry self-regulatory agency,
necessary to be met in order to perform the services contemplated by this
Agreement; (iv) has the authority to enter into and perform the services
contemplated by this Agreement; and (v) will promptly notify UBS Global AM
of the occurrence of any event that would disqualify the Sub-Adviser from
serving as an investment adviser of an investment company pursuant to Section
9(a) of the 1940 Act or otherwise.
(b) The Sub-Adviser has adopted a written code of ethics complying with
the requirements of Rule 17j-1 under the 1940 Act and will provide UBS Global
AM and the Board with a copy of such code of ethics, together with evidence
of its adoption. Within fifteen days of the end of the last calendar quarter
of each year that this Agreement is in effect, the Chief Compliance Officer
of the Sub-Adviser shall certify to UBS Global AM that the Sub-Adviser has
complied with the requirements of Rule 17j-1 during the previous year and
that there has been no material violation of the Sub-Advisers code of
ethics or, if such a violation has occurred, that appropriate action was
taken in response to such violation. Upon the written request of
UBS Global AM, the Sub-Adviser shall permit UBS Global AM, its employees or
its agents to examine the reports required to be made by the Sub-Adviser
pursuant to Rule 17j-1 and all other records relevant to the Sub-Advisers
code of ethics as applicable to this Agreement.
(c) The Sub-Adviser has provided UBS Global AM with a copy of its
Form ADV,as most recently filed with the Securities and Exchange Commission
(SEC), and promptly will furnish a copy of all amendments to UBS Global AM at
least annually.
(d) The Sub-Adviser will notify UBS Global AM of any change of control
of the Sub-Adviser, including any change of its general partners or
25% shareholders or 25% limited partners, as applicable, and any changes in
the key personnel who are either the portfolio manager(s) of the Portfolio or
senior management of the Sub-Adviser, in each case prior to or promptly after
such change.
(e) The Sub-Adviser agrees that neither it, nor any of its affiliates
under its control, will in any way refer directly or indirectly to its
relationship with the Trust, the Portfolio, UBS Global AM or any of their
respective affiliates in offering, marketing or other promotional materials
without the express written consent of UBS Global AM. Notwithstanding, the
Sub-Adviser is permitted to disclose information necessary for it to perform
its duties under this Agreement to banks, brokers, dealers and other
financial intermediaries.
8. Services Not Exclusive. The services furnished by the Sub-Adviser
hereunder are not to be deemed exclusive, and except as the Sub-Adviser may
otherwise agree in writing, the Sub-Adviser 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 the Sub-Adviser, 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.
9. Duration and Termination.
(a) This Agreement shall become effective upon the date first above
written, provided that 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 (Independent Trustees), cast in person at a Meeting called for
the purpose of voting on such approval, and (ii) by vote of a majority of
the Portfolios outstanding voting securities, unless UBS Global AM has
authority to enter into this Agreement pursuant to exemptive relief from the
SEC without a vote of the Portfolios outstanding voting securities.
(b) Unless sooner terminated as provided herein, this Agreement shall
continue in effect for two years from its effective date. 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 by vote of a majority of the outstanding voting
securities of the Portfolio.
(c) Notwithstanding the foregoing, 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 the Portfolio on
30 days written notice to the Sub-Adviser. This Agreement may also be
terminated, without the payment of any penalty, by UBS Global AM: (i) upon
120 days written notice to the Sub-Adviser; (ii) upon material breach by
the Sub-Adviser of any of the representations, warranties and agreements set
forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the
reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to
discharge its duties and obligations under this Agreement, including
circumstances such as financial insolvency of the Sub-Adviser or other
circumstances that could adversely affect the Portfolio. The Sub-Adviser
may terminate this Agreement at any time, without the payment of any penalty,
on 120 days written notice to UBS Global AM. This Agreement will terminate
automatically in the event of its assignment or upon termination of the
Management Agreement, as it relates to this Portfolio.
10. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought. To the extent required by applicable law,
no amendment of this Agreement shall be effective until approved (i) by a vote
of a majority of the Independent Trustees, and (ii) if the terms of this
Agreement shall have changed, by a vote of a majority of the Portfolios
outstanding voting securities (except in the case of (ii), pursuant to the
terms and conditions of the SEC order permitting it to modify the Agreement
without such vote).
11. Governing Law. This Agreement shall be construed in accordance with
the 1940 Act and the laws of the State of New York, without giving effect to
the conflicts of laws principles thereof. To the extent that the applicable
laws of the State of New York conflict with the applicable provisions of the
1940 Act, the latter shall control.
12. Miscellaneous. The captions in this Agreement are included for
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,
net assets, 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 SEC
by any rule, regulation or order. Where the effect of a requirement of the
federal securities laws reflected in any provision of this Agreement is made
less restrictive by a rule, regulation or order of the SEC, whether of special
or general application, such provision shall be deemed to incorporate the
effect of such rule, regulation or order. This Agreement may be signed in
counterpart.
13. Notices. Any notice herein required is to be in writing and is
deemed to have been given to the Sub-Adviser or UBS Global AM upon receipt of
the same at their respective addresses set forth below. All written notices
required or permitted to be given under this Agreement will be delivered by
personal service, by postage mail return receipt requested or by facsimile
machine or a similar means of same delivery which provides evidence of receipt
(with a confirming copy by mail as set forth herein). All notices provided to
UBS Global AM will be sent to the attention of the General Counsel, UBS Global
Asset Management (Americas) Inc., 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000.
All notices provided to the Sub-Adviser will be sent to the attention of Copper
Rock Capital Partners, LLC, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 00000,
Attn: Director of Client Service. Xxxxxx Xxxxx
In witness whereof, the parties hereto have caused this instrument to be
executed by their duly authorized signatories as of the date and year first
above written.
Attest: UBS Global Asset Management (Americas) Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
By: s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Director & Assoc Gen Counsel By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Executive Director & Sr. Assoc Gen Counsel
Copper Rock Capital Partners, LLC
Attest:
By: _/s/ Xxxxxx XxXxxx Xxxxx By: __/s/ Xxxxxxx Xxxxxx
Name: Xxxxxx XxXxxx Xxxxx Name: Xxxxxxx Xxxxxx
Title: Director of Client Service Title: CFO/CCO
______________________________________________________________________________
B. UBS PACE Large Co Growth Equity Investments
A new Sub-Advisory Agreement was entered into with Wellington
Management Company,LLP. A copy of the Sub-Advisory Agreement
is attached below.
SUB-ADVISORY AGREEMENT
Agreement made as of June 1, 2007, between UBS Global Asset
Management (Americas) Inc. (UBS Global AM), a Delaware corporation,
and Wellington Management Company, LLP (Sub-Adviser),
a Massachusetts limited liability partnership (the Agreement).
RECITALS
(1) UBS Global AM has entered into a Management Agreement dated
April 1, 2006, as amended August 1, 2006 (Management Agreement),
with UBS PACE Select Advisors Trust (formerly known as Managed
Accounts Services Portfolio Trust (Trust)), an open-end management
investment company registered under the Investment Company Act
of 1940, as amended (1940 Act), with respect to UBS PACE Large
Co Growth Equity Investments (Portfolio).
(2) UBS Global AM is authorized to retain one or more sub-advisers
to furnish certain advisory services to UBS Global AM and the
Portfolio.
(3) UBS Global AM desires to retain the Sub-Adviser to furnish
certain investment advisory services to UBS Global AM and the
Portfolio or a designated portion of the assets (Segment) of the
Portfolio; and
(4) The Sub-Adviser is willing to furnish such services; Now,
therefore, in consideration of the premises and mutual covenants
herein contained, UBS Global AM and the Sub-Adviser agree as
follows:
1. Appointment. UBS Global AM hereby appoints the Sub-Adviser as
an investment sub-adviser with respect to the Portfolio or Segment
for the period and on the terms set forth in this Agreement. The
Sub-Adviser accepts that appointment and agrees to render the
services herein set forth, for the compensation herein provided.
To the extent consistent with the Investment Company Act and the
Investment Advisers Act, the Sub-Adviser is hereby authorized to
engage any of its affiliates to provide it with investment
management or advisory and related services with respect to the
performance of the Sub-Advisers obligations under this Agreement.
The Sub-Adviser shall remain liable for the performance of its
obligations under this Agreement, and for the acts and omissions of
such affiliates, and the Adviser shall not be responsible for any
fees which any affiliate may charge to the Sub-Adviser in connection
with such services. The Sub-Adviser shall take no action that would
require prior approval by the Trusts Board of Trustees (the Board)
with respect to engaging any affiliate without the prior consent of
UBS Global AM and the approval of the Board.
2. Duties as Sub-Adviser.
(a) Subject to the supervision and direction of the Board and
review by UBS Global AM, and any written guidelines adopted by the
Board or UBS Global AM, the Sub-Adviser will provide a continuous
investment program for the Portfolio or Segment, including
investment research and discretionary management with respect to
all securities and investments and cash equivalents in the Portfolio
or Segment. The Sub-Adviser will determine from time to time what
investments will be purchased, retained or sold by the Portfolio
or Segment. The Sub-Adviser will be responsible for placing purchase
and sell orders for investments and for other related transactions
for the Portfolio or Segment. The Sub-Adviser understands that the
Portfolios assets need to be managed so as to permit the Portfolio
to qualify or to continue to qualify as a regulated investment
company under Subchapter M of the Internal Revenue Code,
as amended (Code).The Sub-Adviser will provide services under
this Agreement in accordance with the Portfolios investment
objective, policies and restrictions as stated in the Trusts
currently effective registration statement under the 1940 Act,
and any amendments or supplements thereto (Registration Statement).
The Sub-Adviser on each business day shall provide UBS Global AM
and the Trusts custodian such information as UBS Global AM and
the Trusts custodian may reasonably request relating to all
transactions concerning the Portfolio or Segment.
(b) The Sub-Adviser agrees that it will not consult with any other
sub-adviser (Other Sub-Adviser) for the Trust or Portfolio
concerning any transaction by the Portfolio or Segment in
securities or other assets, including (i) the purchase by the
Portfolio or Segment of a security issued by the Other Sub-Adviser,
or an affiliate of the Other Sub-Adviser, to the Trust or Portfolio
except as permitted by the 1940 Act or (ii) transactions by the
Portfolio or Segment in any security for which the Other
Sub-Adviser, or its affiliate, is the principal underwriter.
(c) Unless otherwise instructed by UBS Global AM or the Trust,
the Sub-Adviser agrees that it will be responsible for voting
proxies of issuers of securities held by the Portfolio or Segment.
The Sub-Adviser further agrees that it will adopt written proxy
voting procedures that shall comply with the requirements of the
1940 Act and the Investment Advisers Act of 1940, as amended
(Advisers Act) (Proxy Voting Policy), and that shall be acceptable
to the Board. The Sub-Adviser shall also provide its Proxy Voting
Policy (or an accurate summary) for inclusion in the Trusts
registration statement, and will provide UBS Global AM with any
material amendment to the Proxy Voting Policy within a reasonable
time after such amendment has taken effect. The Sub-Adviser
further agrees that it will provide the Board on or before
August 1st of each year, or more frequently as the Board may
reasonably request, with a written report of the proxies voted
during the most recent 12-month period ending June 30, or such
other period as the Board may designate, in a format that shall
comply with the 1940 Act and that shall be acceptable to the Board.
(d) The Sub-Adviser agrees that, in placing orders with brokers,
it will seek to obtain the most favorable execution and best
available price under the circumstances; provided that, on behalf
of the Portfolio or Segment, the Sub-Adviser may, in its discretion,
use brokers that provide the Sub-Adviser with research, analysis,
advice and similar services to execute portfolio transactions on
behalf of the Portfolio or Segment, and the Sub-Adviser may pay to
those brokers in return for brokerage and research services a higher
commission than may be charged by other brokers, subject to the
Sub-Advisers determination in good faith that such commission is
reasonable in terms either of the particular transaction or of the
overall responsibility of the Sub-Adviser to the Portfolio or
Segment and its other clients and that the total commissions paid
by the Portfolio or Segment will be reasonable in relation to the
benefits to the Portfolio or Segment over the long term. In no
instance will portfolio securities be purchased from or sold to
UBS Global AM or the Sub-Adviser, the Trusts principal underwriter,
or any affiliated person thereof, except in accordance with the
federal securities laws and the rules and regulations thereunder.
The Sub-Adviser may aggregate sales and purchase orders with
respect to the assets of the Portfolio or Segment with similar
orders being made simultaneously for other accounts advised by
the Sub-Adviser or its affiliates. Whenever the Sub-Adviser
simultaneously places orders to purchase or sell the same security
on behalf of the Portfolio or Segment and one or more other
accounts advised by the Sub-Adviser, the orders will be allocated
as to price and amount among all such accounts in a manner
believed to be equitable over time to each account.
UBS Global AM recognizes that in some cases this procedure may
adversely affect the results obtained for the Portfolio or Segment.
Subject to the Sub-Advisers obligations to seek best execution,
UBS Global AM agrees that the Sub-Adviser, in its sole discretion,
may place transactions on behalf of the Portfolio and the Trust
with any broker-dealer deemed to be an affiliate of the
Sub-Adviser (the Affiliated Broker-Dealers) so long as such
transactions are effected in conformity with the requirements
(including any applicable exemptions and administrative
interpretations set forth in Part II of the Sub-Advisers Form
ADV Registration Statement on file with the Securities and
Exchange Commission (Form ADV)) of Section 11(a)(1)(H) of the
Securities Exchange Act of 1934. In all such dealings,
the Affiliated Broker-Dealers shall be authorized and entitled
to retain any commissions, remuneration or profits which may be
made in such transactions and shall not be liable to account for
the same to UBS Global AM, the Portfolio or the Trust.
UBS Global AM further authorizes the Sub-Adviser and its Affiliated
Broker-Dealers to execute agency cross transactions (the Cross
Transactions) on behalf of the Portfolio and the Trust.
Cross Transactions are transactions which may be effected by the
Affiliated Broker-Dealers acting for both the Portfolio or the Trust
and the counterparty to the transaction. Cross Transactions enable
the Sub-Adviser to purchase or sell a block of securities for the
Portfolio or the Trust at a set price and possibly avoid an
unfavorable price movement that may be created through entrance
into the market with such purchase or sale order. As such, the
Sub-Adviser believes that Cross Transactions can provide meaningful
benefits for the Portfolio and the Trust and its clients generally.
UBS Global AM, the Portfolio and the Trust should be aware, however,
that in a Cross Transaction an Affiliated Broker-Dealer will be
receiving commissions from both sides of the trade and, therefore,
there is a potentially conflicting division of loyalties and
responsibilities.
(e) The Sub-Adviser shall maintain separate detailed records of
all matters pertaining to the services provided to the Portfolio
or Segment by the Sub-Adviser, including, without limitation,
brokerage and other records of all securities transactions such
as are required to be maintained. Any records required to be
maintained and preserved pursuant to the provisions of
Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act that
are prepared or maintained by the Sub-Adviser on behalf of the
Trust are the property of the Trust and will be surrendered
promptly to the Trust upon request. The Sub-Adviser further
agrees to preserve for the periods prescribed in Rule 31a-2
under the 1940 Act the records required to be maintained under
Rule 31a-1 under the 1940 Act and will furnish the Board and
UBS Global AM with such periodic and special reports as the
Board or UBS Global AM reasonably may request.
(f) At such times as shall be reasonably requested by the Board or
UBS Global AM, the Sub-Adviser will provide the Board and UBS Global
AM with economic and investment analyses and reports as well as
quarterly reports setting forth the performance of the Portfolio or
Segment and make available to the Board and UBS Global AM any
economic, statistical and investment services that the Sub-Adviser
normally makes available to its other US mutual fund subadvisory
customers.
(g) In accordance with procedures adopted by the Board, as amended
from time to time, the Sub-Adviser is responsible for assisting in
the fair valuation of all portfolio securities in the Portfolio or
Segment and will use its reasonable efforts to arrange for the
provision of a price or prices from one or more parties independent
of the Sub-Adviser for each portfolio security for which the
custodian does not obtain prices in the ordinary course of business
from an automated pricing service.
The Sub-Adviser also will provide such information or perform such
additional acts as are customarily performed by the Sub-Adviser
and may be required for the Trust or UBS Global AM to comply with
their respective obligations under applicable federal securities
laws, including, without limitation, the 1940 Act, the Advisers
Act, the 1934 Act, the Securities Act of 1933, as amended
(the Securities Act), and any rule or regulation thereunder.
(h) If the Segment has a claim or potential claim in any bankruptcy
proceeding, class action securities litigation, or other litigation
or proceeding affecting securities held (or formerly held) in the
Segment, Sub-Adviser will provide the Portfolio or its custodian
with reasonable assistance in support of the Portfolios pursuit of
such claim while Sub-Adviser manages the assets of the Segment.
Notwithstanding anything else to the contrary in this Agreement,
Sub-Adviser shall not be required to file claims or take any related
actions on behalf of the Segment in regards to class action
settlements related to securities currently or previously held in
the Segment, but will provide all information reasonably requested
by UBS Global AM or the Trust, or their agents regarding the
securities involved.
3. Further Duties. In all matters relating to the performance of
this Agreement, the Sub-Adviser will seek to act in conformity with
the Trusts Trust Instrument, By-Laws and Registration Statement,
the Trusts policies and procedures for compliance by the Trust with
the Federal Securities Laws (as that term is defined in Rule 38a-1
under the 1940 Act) provided to the Sub-Adviser (together,
the Trust Compliance Procedures) and with the written instructions
and written directions of the Board and UBS Global AM to the extent
that the foregoing relate to the services provided by the Sub-Adviser
to the Portfolio or Segment; and will comply with the requirements
of the 1940 Act, and the Advisers Act, and the rules under each,
the Code, and all other federal and state laws and regulations
applicable to the Trust and the Portfolio to the extent that the
foregoing relate to the services provided by the Sub-Adviser to the
Portfolio or Segment. UBS Global AM agrees to provide to the
Sub-Adviser copies of the Trusts Trust Instrument, By-Laws,
Registration Statement, written instructions and directions of
the Board and UBS Global AM, and any amendments or supplements to
any of these materials as soon as practicable after such materials
become available, provided that UBS Global AM agrees that the
Sub-Adviser shall not be required to act in conformity with any of
the foregoing, or amendments thereto, until UBS Global AM has
provided copies of such documents to the Sub-Adviser; and further
agrees to identify to the Sub-Adviser in writing any broker-dealers
that are affiliated with UBS Global AM (other than UBS Financial
Services Inc. and UBS Global Asset Management (US) Inc.), provided
that UBS Global AM agrees that Sub-Adviser will not be presumed to
know such affiliates until such identification has been provided.
In order to assist the Trust and the Trusts Chief Compliance Officer
(the Trust CCO) to satisfy the requirements contained in Rule 38a-1
under the 1940 Act, the Sub-Adviser shall provide to the Trust CCO
direct access to the Sub-Advisers chief compliance officer
(the Sub-Adviser CCO), as reasonably requested by the Trust CCO.
The Sub-Adviser shall promptly provide the Trust CCO with copies of:
(i) the Sub-Advisers policies and procedures for compliance by the
Sub-Adviser with the Federal Securities Laws (together,
the Sub-Adviser Compliance Procedures), and (ii) any material
changes to the Sub-Adviser Compliance Procedures. The Sub-Adviser
shall cooperate fully with the Trust CCO so as to facilitate the
Trust CCOs performance of the Trust CCOs responsibilities under
Rule 38a-1 to review, evaluate and report to the Board on the
operation of the Sub-Adviser Compliance Procedures, and shall
promptly report to the Trust CCO any Material Compliance Matter
(as that term is defined in Rule 38a-1 under the 1940 Act) arising
under the Sub-Adviser Compliance Procedures (and, to the Sub-Advisor
CCOs knowledge, under the Trust Compliance Procedures) involving
the Portfolio or Segment. The Sub-Adviser shall provide to the
Trust CCO: (i) quarterly reports confirming the Sub-Advisers
compliance with the Sub-Adviser Compliance Procedures and the Trust
Compliance Procedures (to the extent that certain Trust Compliance
Procedures are applicable to the Sub-Advisor) in managing the
Portfolio or Segment, and (ii) certifications that there were no
Material Compliance Matters involving the Sub-Adviser that arose
under the Sub-Adviser Compliance Procedures (and, to the Sub-Advisor
CCOs knowledge, under the Trust Compliance Procedures) that affected
the Portfolio or Segment (other than as may have been previously
reported). At least annually, the Sub-Adviser shall provide a
certification to the Trust CCO to the effect that the Sub-Adviser
has in place and has implemented policies and procedures that are
reasonably designed to ensure compliance by the Sub-Adviser with
the Federal Securities Laws.
The Sub-Adviser will provide UBS Global AM with information
(including information that is required to be disclosed in the Trusts
registration statement) with respect to the portfolio managers
responsible for the Portfolio or Segment and any changes in the
portfolio managers responsible for the Portfolio or Segment to the
extent necessary to enable UBS Global AM and the Trust to fulfill
its responsibilities.
The Sub-Adviser will promptly notify UBS Global AM of any Material
Compliance Matter, material, pending investigation, material
litigation or administrative proceeding, or any other material
regulatory inquiry.
The Sub-Adviser will cooperate promptly and fully with UBS Global AM
and/or the Trust in responding to any regulatory or compliance
examinations or inspections (including information requests)
relating to the Trust, the Portfolio or UBS Global AM brought by any
governmental or regulatory authorities having appropriate
jurisdiction (including, but not limited to, the SEC).
4. Expenses. During the term of this Agreement, the Sub-Adviser
will bear all expenses incurred by it in connection with its services
under this Agreement. The Sub-Adviser shall not be responsible for
any expenses incurred by the Trust, the Portfolio or UBS Global AM.
Upon request by UBS Global AM, Sub-Adviser agrees to reimburse UBS
Global AM or the Trust for costs associated with correcting and
distributing any supplement or amendment to the Prospectuses or
SAIs for any Portfolio (Supplement), but only to the extent such
costs are attributable to the portion of the Supplement that relates
to the Sub-Adviser, if the Sub-Adviser is given a copy of a draft of
such Supplement or a draft update to the Registration Statement a
reasonable period of time prior to its filing and fails to disclose
to the Adviser facts then known to the Sub-Adviser or its personnel
that would require disclosure (or amendments to disclosure) in the
Portfolios Prospectuses or SAIs in time for such disclosure or
amendments to disclosure to be included in such Supplement or
Registration Statement.
The Sub-Adviser shall bear all reasonable expenses of the Trust,
if any, arising out of an assignment or change in control of the
Sub-Adviser.
5. Compensation.
(a) For the services provided and the expenses assumed by the
Sub-Adviser pursuant to this Agreement, UBS Global AM, not the
Portfolio, will pay to the Sub-Adviser a fee, computed daily and
payable monthly, at an annual rate of 0.30% of the average daily net
assets of the Portfolio or Segment allocated to its management
(computed in the manner specified in the Management Agreement), and
will provide the Sub-Adviser with a schedule showing the manner in
which the fee was computed. If the Sub-Adviser is managing a Segment,
its fees will be based on the value of the assets of the Portfolio
within the Sub-Advisers Segment.
(b) The fee shall be accrued daily and payable monthly to the
Sub-Adviser on or before the last business day of the next succeeding
calendar month.
(c) If this Agreement becomes effective or terminates before the end
of any month, the fee for the period from the effective date 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 pro-rated according to the
proportion which such period bears to the full month in that such
effectiveness or termination occurs.
6. Limitation of Liability.
(a) The Sub-Adviser shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Portfolio, the Trust
or its shareholders or by UBS Global AM 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 of its
obligations and duties under this Agreement.
(b) In no event will the Sub-Adviser have any responsibility for any
other portfolio of the Trust, for any portion of the Portfolio not
managed by the Sub-Adviser or for the acts or omissions of any Other
Sub-Adviser to the Trust or Portfolio.
In particular, in the event the Sub-Adviser shall manage only
a Segment of the Portfolio, the Sub-Adviser shall have no
responsibility for the Portfolios being in violation of any
applicable law or regulation or investment policy or restriction
applicable to the Portfolio as a whole or for the Portfolios
failing to qualify as a regulated investment company under the Code,
if the securities and other holdings of the Segment of the Portfolio
managed by the Sub-Adviser are such that such Segment would not be in
such violation or fail to so qualify if such Segment were deemed a
separate series of the Trust or a separate regulated investment
company under the Code.
Nothing in this section shall be deemed a limitation or waiver of any
obligation or duty that may not by law be limited or waived.
7. Representations of Sub-Adviser. The Sub-Adviser represents,
warrants and agrees as follows:
(a) The Sub-Adviser (i) is registered as an investment adviser
under the Advisers Act and will continue to be so registered for so
long as this Agreement remains in effect; (ii) is not prohibited by
the 1940 Act or the Advisers Act from performing the services
contemplated by this Agreement; (iii) has met, and will seek to
continue to meet for so long as this Agreement remains in effect,
any other applicable federal or state requirements, or the applicable
requirements of any regulatory or industry self-regulatory agency,
necessary to be met in order to perform the services contemplated by
this Agreement; (iv) has the authority to enter into and perform the
services contemplated by this Agreement; and (v) will promptly notify
UBS Global AM of the occurrence of any event that would disqualify
the Sub-Adviser from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the 1940
Act or otherwise.
(b) The Sub-Adviser has adopted a written code of ethics complying
with the requirements of Rule 17j-1 under the 1940 Act and
Rule 204A-1 of the Advisers Act and will provide UBS Global AM and
the Board with a copy of such code of ethics, together with evidence
of its adoption. Within forty-five days of the end of the last
calendar quarter of each year that this Agreement is in effect,
a duly authorized officer of the Sub-Adviser shall certify to UBS
Global AM that the Sub-Adviser has complied with the requirements
of Rule 17j-1 during the previous year and that there has been no
material violation of the Sub-Advisers code of ethics or, if such
a violation has occurred, that appropriate action was taken in
response to such violation. Upon the written request of UBS
Global AM, the Sub-Adviser shall permit UBS Global AM, its
employees or its agents to examine the reports required to be made
by the Sub-Adviser pursuant to Rule 17j-1 and all other records
relevant to the Sub-Advisers code of ethics.
(c) The Sub-Adviser has provided UBS Global AM with a copy of its
Form ADV, as most recently filed with the Securities and Exchange
Commission (SEC), and promptly will furnish a copy of all amendments
to UBS Global AM at least annually.
(d) The Sub-Adviser will notify UBS Global AM of any change of
control of the Sub-Adviser, including any change of its general
partners or 25% shareholders or 25% limited partners, as applicable,
and any changes in the key personnel who are either the portfolio
manager(s) of the Portfolio or senior management of the Sub-Adviser,
in each case prior to or promptly after such change.
(e) UBS Global AM and the Sub-Adviser agree that neither of them
nor any of their affiliates, will in any way refer directly or
indirectly to their relationship with one another or any of their
respective affiliates in offering, marketing or other promotional
materials without the express written consent of the other, which
consent will be promptly provided and not unreasonably withheld.
(f) The Sub-Adviser hereby represents that it has implemented
procedures that are designed to prevent the disclosure by it, its
employees or its agents of the Trusts portfolio holdings to any
person or entity other than UBS Global AM, the Trusts custodian,
or other persons expressly designated by UBS Global AM.
8. Services Not Exclusive. The services furnished by the Sub-Adviser
hereunder are not to be deemed exclusive, and except as the
Sub-Adviser may otherwise agree in writing, the Sub-Adviser 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 partner, director,
officer or employee of the Sub-Adviser, 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.
9. Duration and Termination.
(a) This Agreement shall become effective upon the date first above
written, provided that 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 (Independent Trustees), cast in person at
a meeting called for the purpose of voting on such approval, and (ii)
by vote of a majority of the Portfolios outstanding voting
securities, unless UBS Global AM has authority to enter into this
Agreement pursuant to exemptive relief from the SEC without a vote of
the Portfolios outstanding voting securities.
(b) Unless sooner terminated as provided herein, this Agreement
shall continue in effect for two years from its effective date.
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 by vote of a majority of the
outstanding voting securities of the Portfolio.
(c) Notwithstanding the foregoing, 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
the Portfolio on 30 days written notice to the Sub-Adviser.
This Agreement may also be terminated, without the payment of any
penalty, by UBS Global AM: (i) upon 120 days written notice to the
Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of
the representations, warranties and agreements set forth in
Paragraph 7 of this Agreement; or (iii) immediately if, in the
reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable
to discharge its duties and obligations under this Agreement,
including circumstances such as financial insolvency of the
Sub-Adviser or other circumstances that could adversely affect
the Portfolio. The Sub-Adviser may terminate this Agreement at any
time, without the payment of any penalty, on 120 days written
notice to UBS Global AM. This Agreement will terminate automatically
in the event of its assignment or upon termination of the Management
Agreement, as it relates to this Portfolio.
10. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
sought. To the extent required by applicable law, no amendment of
this Agreement shall be effective until approved (i) by a vote of
a majority of the Independent Trustees, and (ii) if the terms of
this Agreement shall have changed, by a vote of a majority of the
Portfolios outstanding voting securities (except in the case
of (ii), pursuant to the terms and conditions of the SEC order
permitting it to modify the Agreement without such vote).
11. Governing Law. This Agreement shall be construed in
accordance with the 1940 Act and the laws of the State of New York,
without giving effect to the conflicts of laws principles thereof.
To the extent that the applicable laws of the State of New York
conflict with the applicable provisions of the 1940 Act, the latter
shall control.
12. Confidentiality. Any information supplied by either the Adviser
or the Sub-Adviser in connection with the performance of its
obligations and duties hereunder, including portfolio holdings of,
or recommendations made for, the Portfolio, financial information
or other information relating to a party to this Agreement,
which are not otherwise publicly available or previously known to
the other party, in each case as of the date of their disclosure
hereunder, are to be regarded as confidential
(Confidential Information). Neither UBS Global AM nor the Trust
shall make use of the investment decisions or recommendations of
Sub-Adviser for any account other than the Portfolio or Segment
without the written consent of Sub-Advisor. Confidential
Information may not be disclosed by any party except as may be
reasonably necessary to carry out its responsibilities and duties
hereunder, after prior notification to and approval in writing by
the other relevant party or the Trust, or if such disclosure is
expressly required or requested by applicable federal or state
regulatory authorities.
13. Use of Name.
(a) It is understood that the names UBS and PACE or any derivative
thereof or logo associated with that name is the valuable property
of UBS Global AM and/or its affiliates, and that Sub-Adviser has the
right to use such name (or derivative or logo) only with the approval
of UBS Global AM or such affiliates and only so long as UBS Global AM
or an affiliate is Manager to the Trust and/or the Portfolio.
(b) It is understood that the name Wellington Management
Company, LLP or any derivative thereof or logo associated with those
names, are the valuable property of the Sub-Adviser and its
affiliates and that the Trust and/or the Portfolio have the right
to use such names (or derivative or logo) in the form, manner and
format provided by the Sub-Adviser in offering and marketing
materials of the Trust and for so long as the Sub-Adviser is a
Sub-Adviser to the Portfolio. Upon termination of this Agreement,
the Trust shall forthwith cease to use such names (or derivatives
or logo) to the extent not otherwise required by law.
Any subsequent modification of such use must be reviewed and
approved by the Sub-Advisor prior to implementation of such
modification. Sub-Adviser retains the right to specify the form,
the manner and format in which the Trust and/or Portfolio shall use
such names (or derivative or logo) and with such legends, markings
and notices as Sub-Adviser may request.
14. Miscellaneous. The captions in this Agreement are included
for 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, net assets,
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 SEC by any rule, regulation or order. Where the effect of a
requirement of the federal securities laws reflected in any provision
of this Agreement is made less restrictive by a rule, regulation or
order of the SEC, whether of special or general application, such
provision shall be deemed to incorporate the effect of such rule,
regulation or order. This Agreement may be signed in counterpart.
15. Notices. Any notice herein required is to be in writing and is
deemed to have been given to the Sub-Adviser or UBS Global AM upon
receipt of the same at their respective addresses set forth below.
All written notices required or permitted to be given under this
Agreement will be delivered by personal service, by postage mail
return receipt requested or by facsimile machine or a similar means
of same delivery which provides evidence of receipt
(with a confirming copy by mail as set forth herein). All notices
provided to UBS Global AM will be sent to the attention of:
General Counsel, UBS Global Asset Management (Americas) Inc.,
00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000-0000 (fax: 000-000-0000).
All notices provided to the Sub-Adviser will be sent to the
attention of: Xxxxxxx Xxxxx, Vice President, Mutual Fund Group,
Wellington Management Company, LLP, 00 Xxxxx Xxxxxx, Xxxxxx,
XX 00000 (fax: 000-000-0000) with a copy to the Legal Services
Department at the same address.
In witness whereof, the parties hereto have caused this instrument
to be executed by their duly authorized signatories as of the date
and year first above written.
Attest:
UBS GLOBAL ASSET
MANAGEMENT (AMERICAS) INC.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
By: By:
s/ Xxxx Xxxxxxx /s/ Xxxxx X. Xxxxxx
Name: Xxxx Xxxxxxx Name: Xxxxx X. Xxxxxx
Title: Director & Assoc Gen Counsel Title: Executive Director &
Sr. Assoc Gen Counsel
Attest:
WELLINGTON MANAGEMENT COMPANY, LLP
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
By: /s/ Xxxxxxx Xxxx________________ By:__/s/ Xxxxxxxx X. Xxxxxx____________
Name: Xxxxxxx Xxxx Name: Xxxxxxxx X. Xxxxxx
Title: Vice President & Counsel Title: Senior Vice President
______________________________________________________________________________
C. UBS PACE Small/Medium Co Value Equity Investments
A new Sub-Advisory Agreement was entered into with Opus
Capital Management, Inc. A copy of the Sub-Advisory Agreement
is attached below.
Sub-Advisory Agreement
Agreement made as of July 1, 2007 between UBS Global Asset Management
(Americas) Inc. (UBS Global AM), a Delaware corporation, and Opus
Capital Management, Inc. (Sub-Adviser), an Ohio corporation
(the Agreement).
Recitals
(1) UBS Global AM has entered into a Management Agreement dated
April 1, 2006, and amended as of August 1, 2006 (Management Agreement),
with UBS PACE Select Advisors Trust (formerly known as Managed Accounts
Services Portfolio Trust (Trust)), an open-end management investment
company registered under the Investment Company Act of 1940, as amended
(1940 Act), with respect to UBS PACE Small/Medium Co Value Equity Investments
(Portfolio).
(2) UBS Global AM desires to retain the Sub-Adviser to furnish certain
investment advisory services to UBS Global AM and the Portfolio or a
designated portion of the assets (Segment) of the Portfolio; and
(3) The Sub-Adviser is willing to furnish such services;
Now, therefore, in consideration of the premises and mutual covenants herein
contained, UBS Global AM and the Sub-Adviser agree as follows:
1. Appointment. UBS Global AM hereby appoints the Sub-Adviser as an
investment Sub-Adviser with respect to the Portfolio or Segment for the
period and on the terms set forth in this Agreement. The Sub-Adviser accepts
that appointment and agrees to render the services herein set forth, for the
compensation herein provided.
2. Duties as Sub-Adviser.
(a) Subject to the supervision and direction of the Trusts Board of
Trustees (the Board) and review by UBS Global AM, and any written guidelines
adopted by the Board or UBS Global AM, the Sub-Adviser will provide
a continuous investment program for the Portfolio or Segment, including
investment research and discretionary management with respect to all
securities and investments and cash equivalents in the Portfolio or Segment.
The Sub-Adviser will determine from time to time what investments will be
purchased, retained or sold by the Portfolio or Segment.
The Sub-Adviser will be responsible for placing purchase and sell orders for
investments and for other related transactions for the Portfolio or Segment.
The Sub-Adviser understands that the Portfolios assets need to be managed
so as to permit the Portfolio to qualify or to continue to qualify as a
regulated investment company under Subchapter M of the Internal Revenue Code,
as amended (Code). The Sub-Adviser will provide services under this
Agreement in accordance with the Portfolios investment objective, policies
and restrictions as stated in the Trusts currently effective registration
statement under the 1940 Act, and any amendments or supplements thereto
(Registration Statement).
(b) The Sub-Adviser agrees that it will not consult with any other
sub-adviser (Other Sub-Adviser) for the Trust or Portfolio concerning any
transaction by the Portfolio or Segment in securities or other assets,
including (i) the purchase by the Portfolio or Segment of a security issued
by the Other Sub-Adviser, or an affiliate of the Other Sub-Adviser, to the
Trust or Portfolio except as permitted by the 1940 Act or (ii) transactions
by the Portfolio or Segment in any security for which the Other Sub-Adviser,
or its affiliate, is the principal underwriter.
(c) The Sub-Adviser agrees that it will be responsible for voting proxies
of issuers of securities held by the Portfolio or Segment. The Sub-Adviser
further agrees that it will adopt written proxy voting procedures that shall
comply with the requirements of the 1940 Act and the Investment Advisers Act
of 1940, as amended (Advisers Act), and that shall be acceptable to the Board.
The Sub-Adviser further agrees that it will provide the Board on or before
August 1st of each year, or more frequently as the Board may reasonably
request, with a written report of the proxies voted during the most recent
12-month period ending June 30, or such other period as the Board may
designate, in a format that shall comply with the 1940 Act and that shall be
acceptable to the Board.
(d) The Sub-Adviser agrees that, in placing orders with brokers, it will
obtain the best net result in terms of price and execution; provided that,
on behalf of the Portfolio or Segment, the Sub-Adviser may, in its discretion,
use brokers that provide the Sub-Adviser with research, analysis, advice and
similar services to execute portfolio transactions on behalf of the Portfolio
or Segment, and the Sub-Adviser may pay to those brokers in return for
brokerage and research services a higher commission than may be charged by
other brokers, subject to the Sub-Advisers determination in good faith that
such commission is reasonable in terms either of the particular transaction
or of the overall responsibility of the Sub-Adviser to the Portfolio or
Segment and its other clients and that the total commissions paid by the
Portfolio or Segment will be reasonable in relation to the benefits to the
Portfolio or Segment over the long term. In no instance will portfolio
securities be purchased from or sold to UBS Global AM or the Sub-Adviser,
or any affiliated person thereof, except in accordance with the federal
securities laws and the rules and regulations thereunder. The Sub-Adviser
may aggregate sales and purchase orders with respect to the assets of the
Portfolio or Segment with similar orders being made simultaneously for other
accounts advised by the Sub-Adviser or its affiliates. Whenever the
Sub-Adviser simultaneously places orders to purchase or sell the same
security on behalf of the Portfolio or Segment and one or more other accounts
advised by the Sub-Adviser, the orders will be allocated as to price and
amount among all such accounts in a manner believed to be equitable over
time to each account. UBS Global AM recognizes that in some cases this
procedure may adversely affect the results obtained for the Portfolio or
Segment.
Subject to the Sub-Advisers obligations to seek best execution,
UBS Global AM agrees that the Sub-Adviser, in its sole discretion, may place
transactions on behalf of the Portfolio and the Trust with any broker-dealer
deemed to be an affiliate of the Sub-Adviser (the Affiliated Broker-Dealers)
so long as such transactions are effected in conformity with the requirements
(including any applicable exemptions and administrative interpretations set
forth in Part II of the Sub-Advisers Form ADV Registration Statement on
file with the Securities and Exchange Commission (Form ADV)) of
Section 11(a)(1)(H) of the Securities Exchange Act of 1934. In all such
dealings, the Affiliated Broker-Dealers shall be authorized and entitled to
retain any commissions, remuneration or profits which may be made in such
transactions and shall not be liable to account for the same to UBS
Global AM, the Portfolio or the Trust.
UBS Global AM further authorizes the Sub-Adviser and its Affiliated
Broker-Dealers to execute agency cross transactions (the Cross Transactions)
on behalf of the Portfolio and the Trust. Cross Transactions are transactions
which may be effected by the Affiliated Broker-Dealers acting for both the
Portfolio or the Trust and the counterparty to the transaction.
Cross Transactions enable the Sub-Adviser to purchase or sell a block of
securities for the Portfolio or the Trust at a set price and possibly
avoid an unfavorable price movement that may be created through entrance
into the market with such purchase or sale order. As such, the Sub-Adviser
believes that Cross Transactions can provide meaningful benefits for the
Portfolio and the Trust and its clients generally. UBS Global AM, the
Portfolio and the Trust should be aware, however, that in a Cross
Transaction an Affiliated Broker-Dealer will be receiving commissions from
both sides of the trade and, therefore, there is a potentially conflicting
division of loyalties and responsibilities.
(e) The Sub-Adviser will maintain all books and records required to be
maintained pursuant to Rule 31a-1(b)(2)(ii), (3), (5), (6), (7), (9)
and (10) under the 1940 Act and the rules and regulations promulgated
thereunder with respect to transactions by the Sub-Adviser on behalf of the
Portfolio or Segment, and will furnish the Board and UBS Global AM with such
periodic and special reports as the Board or UBS Global AM reasonably may
request. In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Sub-Adviser hereby agrees that all records which it maintains for the
Portfolio or Segment are the property of the Trust, agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act any records that it
maintains for the Portfolio or Segment and that 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 Portfolio or
Segment upon request by the Trust.
(f) At such times as shall be reasonably requested by the Board or UBS
Global AM, the Sub-Adviser will provide the Board and UBS Global AM with
economic and investment analyses and reports as well as quarterly reports
setting forth the performance of the Portfolio or Segment and make available
to the Board and UBS Global AM any economic, statistical and investment
services that the Sub-Adviser normally makes available to its institutional
or other customers.
(g) In accordance with procedures adopted by the Board, as amended from
time to time, the Sub-Adviser is responsible for assisting in the fair
valuation of all portfolio securities in the Portfolio or Segment and will
use its reasonable efforts to arrange for the provision of a price or prices
from one or more parties independent of the Sub-Adviser for each portfolio
security for which the custodian does not obtain prices in the ordinary
course of business from an automated pricing service.
3. Further Duties. In all matters relating to the performance of this
Agreement, the Sub-Adviser will seek to act in conformity with the Trusts
Trust Instrument, By-Laws and Registration Statement and with the written
instructions and written directions of the Board and UBS Global AM; and will
comply with the requirements of the 1940 Act, and the Advisers Act, and the
rules under each, the Code, and all other federal and state laws and
regulations applicable to the Trust and the Portfolio. UBS Global AM agrees
to provide to the Sub-Adviser copies of the Trusts Trust Instrument,
By-Laws, Registration Statement, written instructions and directions of the
Board and UBS Global AM, and any amendments or supplements to any of these
materials as soon as practicable after such materials become available;
and further agrees to identify to the Sub-Adviser in writing any
broker-dealers that are affiliated with UBS Global AM (other than UBS
Financial Services Inc. and UBS Global AM itself).
4. Expenses. During the term of this Agreement, the Sub-Adviser will
bear all expenses incurred by it in connection with its services under
this Agreement. The Sub-Adviser shall not be responsible for any expenses
incurred by the Trust, the Portfolio or UBS Global AM.
5. Compensation.
(a) For the services provided and the expenses assumed by the
Sub-Adviser pursuant to this Agreement, UBS Global AM, not the Portfolio,
will pay to the Sub-Adviser a fee, computed daily and payable monthly,
at an annual rate of 0.45% up to $250 million and 0.40% on assets in excess
of $250 million of the average daily net assets of the Portfolio or Segment
allocated to its management (computed in the manner specified in the
Management Agreement), and will provide the Sub-Adviser with a schedule
showing the manner in which the fee was computed. If the Sub-Adviser is
managing a Segment, its fees will be based on the value of the assets of the
Portfolio within the Sub-Advisers Segment.
(b) The fee shall be accrued daily and payable monthly to the Sub-Adviser
on or before the last business day of the next succeeding calendar month.
(c) If this Agreement becomes effective or terminates before the end of
any month, the fee for the period from the effective date 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 pro-rated according to the proportion which
such period bears to the full month in that such effectiveness or
termination occurs.
6. Limitation of Liability.
(a) The Sub-Adviser shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Portfolio, the Trust or its
shareholders or by UBS Global AM 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 of its obligations and duties under this
Agreement.
(b) In no event will the Sub-Adviser have any responsibility for any
other portfolio of the Trust, for any portion of the Portfolio not managed
by the Sub-Adviser or for the acts or omissions of any Other Sub-Adviser
to the Trust or Portfolio.
In particular, in the event the Sub-Adviser shall manage only a Segment of
the Portfolio, the Sub-Adviser shall have no responsibility for the
Portfolios being in violation of any applicable law or regulation or
investment policy or restriction applicable to the Portfolio as a whole or
for the Portfolios failing to qualify as a regulated investment company
under the Code, if the securities and other holdings of the Segment of the
Portfolio managed by the Sub-Adviser are such that such Segment would not be
in such violation or fail to so qualify if such Segment were deemed a separate
series of the Trust or a separate "regulated investment company under
the Code.
Nothing in this section shall be deemed a limitation or waiver of any
obligation or duty that may not by law be limited or waived.
7. Representations of Sub-Adviser. The Sub-Adviser represents, warrants
and agrees as follows:
(a) The Sub-Adviser (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as this
Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the
Advisers Act from performing the services contemplated by this Agreement;
(iii) has met, and will seek to continue to meet for so long as this Agreement
remains in effect, any other applicable federal or state requirements, or the
applicable requirements of any regulatory or industry self-regulatory agency,
necessary to be met in order to perform the services contemplated by this
Agreement; (iv) has the authority to enter into and perform the services
contemplated by this Agreement; and (v) will promptly notify UBS Global AM
of the occurrence of any event that would disqualify the Sub-Adviser from
serving as an investment adviser of an investment company pursuant to
Section 9(a) of the 1940 Act or otherwise.
(b) The Sub-Adviser has adopted a written code of ethics complying with
the requirements of Rule 17j-1 under the 1940 Act and will provide UBS
Global AM and the Board with a copy of such code of ethics, together with
evidence of its adoption. Within fifteen days of the end of the last calendar
quarter of each year that this Agreement is in effect, a duly authorized
officer of the ub-Adviser shall certify to UBS Global AM that the
Sub-Adviser has complied with the requirements of Rule 17j-1 during the
previous year and that there has been no material violation of the
Sub-Advisers code of ethics or, if such a violation has occurred, that
appropriate action was taken in response to such violation. Upon the written
request of UBS Global AM, the Sub-Adviser shall permit UBS Global AM, its
employees or its agents to examine the reports required to be made by the
Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the
Sub-Advisers code of ethics.
(c) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV,
as most recently filed with the Securities and Exchange Commission (SEC), and
promptly will furnish a copy of all amendments to UBS Global AM at least
annually.
(d) The Sub-Adviser will notify UBS Global AM of any change of control of
the Sub-Adviser, including any change of its general partners or
25% shareholders or 25% limited partners, as applicable, and any changes in
the key personnel who are either the portfolio manager(s) of the Portfolio or
senior management of the Sub-Adviser, in each case prior to or promptly after
such change.
(e) UBS Global AM and the Sub-Adviser agree that neither of them nor
any of their affiliates, will in any way refer directly or indirectly to
their relationship with one another or any of their respective affiliates
in offering, marketing or other promotional materials without the express
written consent of the other, which consent will be promptly provided and
not unreasonably withheld.
8. Services Not Exclusive. The services furnished by the Sub-Adviser
hereunder are not to be deemed exclusive, and except as the Sub-Adviser may
otherwise agree in writing, the Sub-Adviser 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 the Sub-Adviser, 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.
9. Duration and Termination.
(a) This Agreement shall become effective upon the date first above
written, provided that 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
(Independent Trustees), cast in person at a meeting called for the purpose of
voting on such approval, and (ii) by vote of a majority of the Portfolios
outstanding voting securities, unless UBS Global AM has authority to enter
into this Agreement pursuant to exemptive relief from the SEC without a vote
of the Portfolios outstanding voting securities.
(b) Unless sooner terminated as provided herein, this Agreement shall
continue in effect for two years from its effective date. 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 by vote of a majority of the
outstanding voting securities of the Portfolio.
(c) Notwithstanding the foregoing, 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 the Portfolio on 30 days
written notice to the Sub-Adviser. This Agreement may also be terminated,
without the payment of any penalty, by UBS Global AM; (i) upon 120 days
written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser
of any of the representations, warranties and agreements set forth in
Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable
judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its
duties and obligations under this Agreement, including circumstances such as
financial insolvency of the Sub-Adviser or other circumstances that could
adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement
at any time, without the payment of any penalty, on 120 days written notice
to UBS Global AM. This Agreement will terminate automatically in the event of
its assignment or upon termination of the Management Agreement, as it relates
to this Portfolio.
10. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought. To the extent required by applicable law,
no amendment of this Agreement shall be effective until approved (i) by a vote
of a majority of the Independent Trustees, and (ii) if the terms of this
Agreement shall have changed, by a vote of a majority of the Portfolios
outstanding voting securities (except in the case of (ii), pursuant to the
terms and conditions of the SEC order permitting it to modify the Agreement
without such vote).
11. Governing Law. This Agreement shall be construed in accordance with
the 1940 Act and the laws of the State of New York, without giving effect to
the conflicts of laws principles thereof. To the extent that the applicable
laws of the State of New York conflict with the applicable provisions of the
1940 Act, the latter shall control.
12. Miscellaneous. The captions in this Agreement are included for
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,
net assets, 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 SEC
by any rule, regulation or order. Where the effect of a requirement of the
federal securities laws reflected in any provision of this Agreement is made
less restrictive by a rule, regulation or order of the SEC, whether of special
or general application, such provision shall be deemed to incorporate the
effect of such rule, regulation or order. This Agreement may be signed in
counterpart.
13. Notices. Any notice herein required is to be in writing and is deemed
to have been given to the Sub-Adviser or UBS Global AM upon receipt of the
same at their respective addresses set forth below. All written notices
required or permitted to be given under this Agreement will be delivered by
personal service,by postage mail return receipt requested or by facsimile
machine or a similar means of same delivery which provides evidence of receipt
(with a confirming copy by mail as set forth herein). All notices provided
to UBS Global AM will be sent to the attention of: General Counsel,
UBS Global Asset Management (Americas) Inc., 00 Xxxx 00xx Xxxxxx, Xxx Xxxx,
XX 00000-0000 (fax: 000-000 0000). All notices provided to the Sub-Adviser
will be sent to the attention of: Xx. Xxx Xxxxxxxx, President, Opus Capital
Management, Inc., 0 Xxxx 0xx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000-0000
(fax: 000-000-0000).
In witness whereof, the parties hereto have caused this
instrument to be executed by their duly authorized signatories as of the date
and year first above written.
Attest:
UBS Global Asset Management (Americas) Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
By: s/ Xxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxxx
Name: Xxxx Xxxxxxx Name: Xxxxx X. Xxxxxx
Title: Director & Assoc Gen Title: Executive Director & Sr. Assoc
Counsel Gen Counsel
Attest:
Opus Capital Management, Inc.
0 Xxxx 0xx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000-3604
By: /s/ Xxxxxx X. Xxxxxxx_____________ By: _/s/ Xxx Xxxxxxxx_________
Name: Xxxxxx X. Xxxxxxx Name: Xxx Xxxxxxxx
Title: Chief Compliance Officer Title: President
______________________________________________________________________________
D. UBS PACE Alternative Strategies Investments
A new Sub-Advisory Agreement was entered into with Xxxxxxx
Sachs Asset Management, L.P. A copy of the Sub-Advisory
Agreement is attached below.
Sub-Advisory Agreement
Agreement made as of September 10, 2007 between UBS Global Asset Management
(Americas) Inc. (UBS Global AM), a Delaware corporation, and Xxxxxxx Xxxxx
Asset Management, L.P. (Sub-Adviser), a Delaware Limited Partnership
(the Agreement).
Recitals
(1) UBS Global AM has entered into a Management Agreement dated as of
April 1, 2006, and amended as of August 1, 2006 (Management Agreement),
with UBS PACE Select Advisors Trust (Trust), an open-end management
investment company registered under the Investment Company Act of 1940,
as amended (1940 Act), with respect to UBS PACE Alternative Strategies
Investments (Portfolio); and
(2) UBS Global AM is authorized to retain one or more sub-advisers to
furnish certain investment advisory services to UBS Global AM and the
Portfolio; and
(3) UBS Global AM desires to retain the Sub-Adviser to furnish certain
investment advisory services to UBS Global AM and the Portfolio or a
designated portion of the assets (Segment) of the Portfolio; and
(4) The Sub-Adviser is willing to furnish such services;
Now therefore, in consideration of the premises and mutual covenants herein
contained, UBS Global AM and the Sub-Adviser agree as follows:
1. Appointment. UBS Global AM hereby appoints the Sub-Adviser as an
investment Sub-Adviser with respect to the Portfolio or Segment for the
period and on the terms set forth in this Agreement. UBS Global AM authorizes
the Sub-Adviser to open accounts and execute documents (with standard
indemnities) and representation letters in the name of, binding against and
on behalf of the Segment for all reasonable and customary purposes necessary
or desirable in the Sub-Advisers view to effectuate the Sub-Advisers
activities under the Agreement. The Sub-Adviser accepts that appointment
and agrees to render the services herein set forth, for the compensation
herein provided.
2. Duties as Sub-Adviser.
(a) Subject to the supervision and direction of the Trusts Board of
Trustees (the Board) and review by UBS Global AM, and any written guidelines
adopted by the Board or UBS Global AM provided in writing (receipt of which
will be acknowledged by Sub-Adviser), the Sub-Adviser will provide a
continuous investment program for the Portfolio or Segment, including
investment research and discretionary management with respect to all
securities and investments and cash equivalents in the Portfolio or Segment.
The Sub-Adviser will determine from time to time what investments will be
purchased, retained or sold by the Portfolio or Segment. The Sub-Adviser
will be responsible for placing purchase and sell orders for investments
and for other related transactions for the Portfolio or Segment.
The Sub-Adviser understands that the Portfolios assets need to be managed
so as to permit the Portfolio to qualify or to continue to qualify as
a regulated investment company under Subchapter M of the Internal Revenue
Code, as amended (Code). The Sub-Adviser will provide services under this
Agreement in accordance with the Portfolios investment objective, policies
and restrictions as stated in the Trusts currently effective registration
statement under the 1940 Act, and any amendments or supplements thereto
(Registration Statement). In performing its obligations under this
Agreement, the Sub-Adviser may, at its own discretion delegate any or all
of its discretionary investment advisory and other duties, powers and
functions hereunder to any affiliated adviser without further consent of
the Trust or UBS Global AM, provided (1) that the Sub-Adviser shall always
remain liable to the Trust for its obligations hereunder; (2) the
Sub-Advisor shall be responsible for the actions or inactions of its
affiliate as if they were its own; and (3) that Sub-Adviser shall notify
UBS Global AM and the Trust in the event that it proposes to engage an
affiliate under circumstances that would require approval of a contract
under Section 15(a) of the 1940 Act, and not engage such party unless and
until requisite approvals are provided by UBS Global AM and the Trusts
Board. The Sub-Adviser shall provide UBS Global AM and the Trusts custodian
such information as UBS Global AM and the Trusts custodian may reasonably
request relating to all transactions concerning the Portfolio or Segment as
necessary to comply with all applicable regulatory requirements.
(b) The Sub-Adviser agrees that it will not consult with any other
sub-adviser (Other Sub-Adviser) for the Trust or Portfolio concerning any
transaction by the Portfolio or Segment in securities or other assets,
including (i) the purchase by the Portfolio or Segment of a security issued
by the Other Sub-Adviser, or an affiliate of the Other Sub-Adviser, to the
Trust or Portfolio except as permitted by the 1940 Act or (ii) transactions
by the Portfolio or Segment in any security for which the Other Sub-Adviser,
or its affiliate, is the principal underwriter. Sub-Adviser may communicate
with other Sub-Advisers under limited circumstances at the specific request
of UBS Global AM for compliance and other risk-management purposes to the
extent allowed by law.
(c) Unless otherwise instructed by UBS Global AM or the Trust, the
Sub-Adviser agrees that it will be responsible for voting proxies of issuers
of securities held by the Portfolio or Segment. The Sub-Adviser further
agrees that it will adopt written proxy voting procedures that shall comply
with the requirements of the 1940 Act and the Investment Advisers Act of
1940, as amended (Advisers Act) (Proxy Voting Policy), and that shall be
acceptable to the Board. The Sub-Adviser shall also provide its Proxy
Voting Policy (or an accurate summary) for inclusion in the Trusts
registration statement, and will provide UBS Global AM with any material
amendment to the Proxy Voting Policy within a reasonable time after such
amendment has taken effect. The Sub-Adviser further agrees that it will
provide the Board on or before August 1st of each year, or more frequently
as the Board may reasonably request, with a written report of the proxies
voted during the most recent 12-month period ending June 30, or such other
period as the Board may designate, in a format that shall comply with the
1940 Act and that shall be acceptable to the Board.
Notwithstanding the above, UBS Global AM or another service provider for
the Trust, and not the Sub-Adviser, shall make any and all filings in
connection with any securities litigation or class action lawsuits involving
securities held or that were held in the Segment; provided, however,
that GSAM is responsible for promptly forwarding to UBS Global AM documents
it receives regarding such matters that are specific to the Portfolio and
providing reasonable assistance, if necessary, in making such claims. Except
as may be provided by applicable law or as otherwise provided herein,
the Sub-Advisor shall not incur any liability to UBS Global AM by reason of
any exercise of, or failure to exercise, any such proxy voting discretion
and shall not incur any liability for any failure arising from an act or
omission of a person other than the Sub-Adviser or its agents. UBS Global
AM understands that the Sub-Adviser establishes from time to time guidelines
for the voting of proxies and may employ the services of a proxy voting
service to exercise proxies in accordance with the Sub-Advisers guidelines.
(d) The Sub-Adviser agrees that it will place orders with brokers in
accordance with best execution policies, taking into account best price as
an important factor in this decision, provided that, on behalf of the
Portfolio or Segment, the Sub-Adviser may, in its discretion, use brokers
that provide the Sub-Adviser with research, analysis, advice and similar
services to execute portfolio transactions on behalf of the Portfolio or
Segment, and the Sub-Adviser may pay to those brokers in return for
brokerage and research services a higher commission than may be charged by
other brokers, subject to the Sub-Advisers determination in good faith that
such commission is reasonable in terms either of the particular transaction
or of the overall responsibility of the Sub-Adviser to the Portfolio or
Segment and its other clients and that the total commissions paid by the
Portfolio or Segment will be reasonable in relation to the benefits to the
Portfolio or Segment over the long term. In no instance will portfolio
securities be purchased from or sold to UBS Global AM or the Sub-Adviser,
the Trusts principal underwriter, or any affiliated person thereof, except
in accordance with the federal securities laws and the rules and regulations
thereunder. The Sub-Adviser may aggregate sales and purchase orders with
respect to the assets of the Portfolio or Segment with similar orders being
made simultaneously for other accounts advised by the Sub-Adviser or its
affiliates. Whenever the Sub-Adviser simultaneously places orders to
purchase or sell the same security on behalf of the Portfolio or Segment
and one or more other accounts advised by the Sub-Adviser, the orders will
be allocated as to price and amount among all such accounts in a manner
believed to be equitable over time to each account. UBS Global AM
recognizes that in some cases this procedure may adversely affect the
results obtained for the Portfolio or Segment.
Subject to the Sub-Advisers obligations to seek best execution,
UBS Global AM agrees that the Sub-Adviser, in its sole discretion, may place
transactions on behalf of the Portfolio or Segment and the Trust with any
broker-dealer deemed to be an affiliate (including affiliated FCMs) of the
Sub-Adviser (the Affiliated Broker-Dealers) so long as such transactions
are effected in conformity with the requirements (including any applicable
exemptions and administrative interpretations set forth in Part II of the
Sub-Advisers Form ADV Registration Statement on file with the Securities
and Exchange Commission (Form ADV)) of Section 11(a)(1)(H) of the Securities
Exchange Act of 1934 , and in compliance with Rules 17e-1 or 10f-3 under the
1940 Act or other applicable rules and the Trusts policies and procedures
thereunder. In all such dealings, the Affiliated Broker-Dealers shall be
authorized and entitled to retain any commissions, remuneration or profits
which may be made in such transactions and shall not be liable to account for
the same to UBS Global AM, the Portfolio or the Trust.
UBS Global AM further authorizes the Sub-Adviser and its Affiliated
Broker-Dealers to execute agency cross transactions (the Cross Transactions)
on behalf of the Portfolio and the Trust. Cross Transactions are transactions
which may be effected by the Affiliated Broker-Dealers acting for both the
Portfolio or the Trust and the counterparty to the transaction. Cross
Transactions enable the Sub-Adviser to purchase or sell a block of securities
for the Portfolio or the Trust at a set price and possibly avoid an
unfavorable price movement that may be created through entrance into the
market with such purchase or sale order. As such, the Sub-Adviser believes
that Cross Transactions can provide meaningful benefits for the Portfolio
and the Trust and its clients generally. UBS Global AM, the Portfolio and
the Trust should be aware, however, that in a Cross Transaction an
Affiliated Broker-Dealer will be receiving commissions from both sides of the
trade and, therefore, there is a potentially conflicting division of loyalties
and responsibilities. UBS Global AM understands that its authority to the
Sub-Adviser to execute agency Cross Transactions for the Portfolio is
terminable at will without penalty, effective upon receipt by the Sub-Adviser
of written notice from UBS Global AM, and that the failure to terminate such
authorization will result in its continuation.
(e) The Sub-Adviser shall maintain separate detailed records of all
matters pertaining to the Portfolio or Segment, including, without limitation,
brokerage and other records of all securities transactions. Any records
required to be maintained and preserved pursuant to the provisions of Rule
31a-1 and Rule 31a-2 promulgated under the 1940 Act that are prepared or
maintained by the Sub-Adviser on behalf of the Trust are the property of the
Trust and will be surrendered promptly to the Trust upon request.
The Sub-Adviser further agrees to preserve for the periods prescribed in
Rule 31a-2 under the 1940 Act the records required to be maintained under
Rule 31a-1 under the 1940 and will furnish the Board and UBS Global AM with
such periodic and special reports as the Board or UBS Global AM may request.
(f) At such times as shall be reasonably requested by the Board or UBS
Global AM, the Sub-Adviser will provide the Board and UBS Global AM with
economic and investment analyses and reports as well as quarterly reports
setting forth the performance of the Portfolio or Segment and make available
to the Board and UBS Global AM any economic, statistical and investment
services that the Sub-Adviser normally makes available to its institutional
or other customers.
(g) In accordance with procedures adopted by the Board, as amended from
time to time, the Sub-Adviser is responsible for assisting the Board and
UBS Global AM in the fair valuation of all portfolio securities in the
Portfolio or Segment and will use its reasonable efforts to arrange for
the provision of a price or prices from one or more parties independent of
the Sub-Adviser for each portfolio security for which the custodian does not
obtain prices in the ordinary course of business from an automated pricing
service.
The Sub-Adviser also will provide such information or perform such additional
acts as are customarily performed by a Sub-Adviser and may be required for
the Trust or UBS Global AM to comply with their respective obligations under
applicable federal securities laws, including, without limitation, the
1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as
amended (the Securities Act), and any rule or regulation thereunder.
(h) If the Segment has a claim or potential claim in any bankruptcy
proceeding, class action securities litigation, or other litigation or
proceeding affecting securities held (or formerly held) in the Segment,
Sub-Adviser will provide the Portfolio or its custodian with reasonable
assistance in support of the Portfolios pursuit of such claim while
Sub-Adviser manages the assets of the Segment. Notwithstanding anything
else to the contrary in this Agreement, Sub-Adviser shall not be required to
file claims or take any related actions on behalf of the Segment in regards
to class action settlements related to securities currently or previously
held in the Segment, but will provide all information reasonably requested
by UBS Global AM or the Trust, or their agents regarding the securities
involved.
3. Further Duties. In all matters relating to the performance of this
Agreement, the Sub-Adviser will seek to act in conformity with the Trusts
Trust Instrument, By-Laws and Registration Statement, the Trusts policies
and procedures for compliance by the Trust with the Federal Securities Laws
(as that term is defined in Rule 38a-1 under the 1940 Act) provided to the
Sub-Adviser (together, the Trust Compliance Procedures) and with the
written instructions and written directions of the Board and UBS Global AM,
each as provided to and whose receipt is acknowledged by the Sub-Adviser,
and will comply with the requirements of the 1940 Act, and the Advisers Act,
and the rules under each, the Code, and all other federal and state laws
and regulations applicable to the Trust and the Portfolio. UBS Global AM
agrees to provide to the Sub-Adviser copies of the Trusts Trust Instrument,
By-Laws, Registration Statement, Trusts Compliance Procedures, written
instructions and directions of the Board and UBS Global AM, and any
amendments or supplements to any of these materials as soon as practicable
after such materials become available; and further agrees to identify to the
Sub-Adviser in writing any broker-dealers that are affiliated with UBS Global
AM (other than UBS Financial Services Inc. and UBS Global Asset Management
(US) Inc.).
In order to assist the Trust and the Trusts Chief Compliance Officer
(the Trust CCO) to satisfy the requirements contained in Rule 38a-1 under the
1940 Act, the Sub-Adviser shall provide to the Trust CCO: (i) direct access
to the Sub-Advisers chief compliance officer and/or other senior compliance
personnel (collectively, the Sub-Adviser senior compliance personnel), as
reasonably requested by the Trust CCO; (ii) quarterly reports confirming
that the Sub-Adviser has complied with the Trust Compliance Procedures in
managing the Portfolio or Segment; and (iii) quarterly certifications that
there were no Material Compliance Matters (as that term is defined by Rule
38a-1(e)(2)) that arose under the Trust Compliance Procedures that related
to the Sub-Advisers management of the Portfolio or Segment.
The Sub-Adviser shall promptly provide the Trust CCO with copies of the
Sub-Advises key policies and procedures for compliance by the Sub-Adviser
with the Federal Securities Laws (together, the Sub-Adviser Compliance
Procedures). Additionally, if a material change is made to the Sub-Adviser
Compliance Procedures that affects the Portfolio, the Sub-Adviser shall
provide the Trust CCO with such policies or procedures within a month of
the change. The Sub-Adviser shall cooperate fully with the Trust CCO so as
to facilitate the Trust CCOs performance of the Trust CCOs responsibilities
under Rule 38a-1 to review, evaluate and report to the Trusts Board on the
operation of the Sub-Adviser Compliance Procedures, and shall promptly report
to the Trust CCO any Material Compliance Matter arising under the Sub-Adviser
Compliance Procedures involving the Portfolio or Segment. The Sub-Adviser
shall provide to the Trust CCO: (i) quarterly reports confirming the
Sub-Advisers compliance with the Sub-Adviser Compliance Procedures in
managing the Portfolio or Segment, and (ii) certifications that there were
no Material Compliance Matters involving the Sub-Adviser that arose under
the Sub-Adviser Compliance Procedures that affected the Portfolio or Segment.
At least annually, the Sub-Adviser shall provide a certification to the
Trust CCO to the effect that the Sub-Adviser has in place and has
implemented policies and procedures that are reasonably designed to ensure
compliance by the Sub-Adviser with any applicable Federal Securities Laws,
subject to such interpretations as may be contained in the Trust Compliance
Procedures.
The Sub-Adviser will provide UBS Global AM with information (including
information that is required to be disclosed in the Trusts registration
statement) with respect to the portfolio managers responsible for the
Portfolio or Segment and any changes in the portfolio managers responsible
for the Portfolio or Segment.
The Sub-Adviser will promptly notify UBS Global AM of any pending
investigation, material litigation, administrative proceeding or any other
significant regulatory inquiry.
The Sub-Adviser will cooperate promptly and fully with UBS Global AM
and/or the Trust in responding to any regulatory or compliance examinations
or inspections (including information requests) relating to the Trust,
the Portfolio or UBS Global AM brought by any governmental or regulatory
authorities having appropriate jurisdiction (including, but not limited to,
the SEC).
4. Expenses. During the term of this Agreement, the Sub-Adviser will
bear all expenses incurred by it in connection with its services under this
Agreement. The Sub-Adviser shall not be responsible for any expenses
incurred by the Trust, the Portfolio or UBS Global AM.
5. Compensation.
(a) For the services provided and the expenses assumed by the
Sub-Adviser pursuant to this Agreement, UBS Global AM, not the Portfolio,
will pay to the Sub-Adviser a fee, computed daily and payable monthly, at
an annual rate of 0.80% on the first $300 million, 0.75% on the next
$200 million, and 0.70% on assets in excess of $500 million of the average
daily net assets of the Portfolio or Segment allocated to its management
(computed in the manner specified in the Management Agreement), and will
provide the Sub-Adviser with a schedule showing the manner in which the fee
was computed. If the Sub-Adviser is managing a Segment, its fees will be
based on the value of the assets of the Portfolio within the Sub-Advisers
Segment.
(b) The fee shall be accrued daily and payable monthly to the
Sub-Adviser on or before the last business day of the next succeeding
calendar month.
(c) If this Agreement becomes effective or terminates before the end of
any month, the fee for the period from the effective date 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 pro-rated according to the proportion which such period
bears to the full month in that such effectiveness or termination occurs.
7. Limitation of Liability.
(a) The Sub-Adviser shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Portfolio, the Trust or its
shareholders or by UBS Global AM 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 of its obligations and duties under this
Agreement.
(b) In no event will the Sub-Adviser have any responsibility for any other
portfolio of the Trust, for any portion of the Portfolio not managed by the
Sub-Adviser or for the acts or omissions of any Other Sub-Adviser to the Trust
or Portfolio.
In particular, in the event the Sub-Adviser shall manage only a Segment of the
Portfolio, the Sub-Adviser shall have no responsibility for the Portfolios
being in violation of any applicable law or regulation or investment policy or
restriction applicable to the Portfolio as a whole or for the Portfolios
failing to qualify as a regulated investment company under the Code, if the
securities and other holdings of the Segment of the Portfolio managed by the
Sub-Adviser are such that such Segment would not be in such violation or fail
to so qualify if such Segment were deemed a separate series of the Trust or a
separate regulated investment company under the Code, unless such violation
was due to the Sub-Advisers failure to comply with written guidelines adopted
by the Board or UBS Global AM and provided to the Sub-Adviser. Additionally,
the Sub-Adviser shall have no responsibility for the validity or legality of
the Trust Compliance Procecures, but shall be responsible for complying with
those written guidelines adopted by the Board or UBS Global AM and provided
to the Sub Adviser.
The Sub-Adviser shall have no responsibility to monitor compliance with
respect to other portions of the Portfolio that are not under the
Sub-Advisers management. The Sub-Adviser shall have no responsibility to
monitor compliance with limitations and restrictions specifically applicable
to the Portfolio or Segment unless such limitations or restrictions are
provided to and whose receipt is acknowledged by the Sub-Adviser in writing
or which generally apply to an advisor to a registered investment company or
a registered investment company under applicable law.
Nothing in this section shall be deemed a limitation or waiver of any
obligation or duty that may not by law be limited or waived.
7. (a) Representations of Sub-Adviser. The Sub-Adviser represents,
warrants and agrees as follows:
(1) The Sub-Adviser (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as this
Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the
Advisers Act from performing the services contemplated by this Agreement;
(iii) has met, and will seek to continue to meet for so long as this
Agreement remains in effect, any other applicable federal or state
requirements, or the applicable requirements of any regulatory or industry
self-regulatory agency, necessary to be met in order to perform the services
contemplated by this Agreement; (iv) has the authority to enter into and
perform the services contemplated by this Agreement; and (v) will promptly
notify UBS Global AM of the occurrence of any event that would disqualify
the Sub-Adviser from serving as an investment adviser of an investment
company pursuant to Section 9(a) of the 1940 Act or otherwise.
(2) The Sub-Adviser has adopted a written code of ethics complying with
the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the
Advisers Act and will provide UBS Global AM and the Board with a copy of
such code of ethics, together with evidence of its adoption. Within fifteen
days of the end of the last calendar quarter of each year that this Agreement
is in effect, a duly authorized officer of the Sub-Adviser shall certify to
UBS Global AM that the Sub-Adviser has complied with the requirements of Rule
17j-1 during the previous year and that there has been no material violation
of the Sub-Advisers code of ethics or, if such a violation has occurred,
that appropriate action was taken in response to such violation. Upon the
reasonable written request of UBS Global AM, the Sub-Adviser shall permit
UBS Global AM, its employees or its agents to examine the reports required
to be made by the Sub-Adviser pursuant to Rule 17j-1.
(3) The Sub-Adviser has provided UBS Global AM with a copy of its
Form ADV, as most recently filed with the Securities and Exchange Commission
(SEC), and promptly will furnish a copy of all amendments to UBS Global AM at
least annually.
UBS Global AM understands that the Sub-Adviser is part of a worldwide,
full-service investment banking, broker-dealer, asset management organization,
and as such, the Sub-Adviser and its affiliates and their managing directors,
directors, officers and employees have multiple interests as more fully
disclosed in the Sub-Advisers Form ADV Part II as may be amended from time
to time.
(4) The Sub-Adviser will notify UBS Global AM of any change of control
of the Sub-Adviser, including any change of its general partners or 25%
shareholders or 25% limited partners, as applicable, and any changes in the
key personnel who are either the portfolio manager(s) of the Portfolio or
senior management of the Sub-Adviser, in each case prior to or promptly after
such change.
(5) UBS Global AM and the Sub-Adviser agree that neither of them nor any
of their affiliates, will in any way refer directly or indirectly to their
relationship with one another or any of their respective affiliates in
offering, marketing or other promotional materials without the express
written consent of the other, which consent will be promptly provided and not
unreasonably withheld.
(6) The Sub-Adviser hereby represents that it has implemented policies
and procedures that will prevent the disclosure by it, its employees or its
agents of the Trusts portfolio holdings to any person or entity other than
UBS Global AM, the Trusts custodian, or other persons expressly designated
by UBS Global AM.
(7) It is understood that the name Xxxxxxx, Xxxxx & Co. or Xxxxxxx Xxxxx
or any derivative thereof, any tradename, trademark, trade device,
service mark, symbol or logo associated with those names are the valuable
property of the Sub-Adviser or its affiliates and that UBS Global AM has the
right to use to such name (or derivative or logo), in offering materials or
promotional or sales-related materials of the Portfolio, only with the prior
written approval of the Sub-Adviser, such approval not to be unreasonably
withheld, and for so long as the Sub-Adviser is Sub-Adviser of the Portfolio.
Notwithstanding the foregoing, the Sub-Advisers approval is not required when
(i) previously approved materials are re-issued with minor modifications, (ii)
UBS Global AM and Sub-Adviser identify materials which they jointly determine
do not require the Sub-Advisers approval and (iii) used as required to be
disclosed in the registration statement of the Portfolio. Upon termination of
this Agreement, the Portfolio and UBS Global AM shall forthwith cease to use
such name (or derivative or logo), although UBS Global AM may continue to use
such name (or derivative or logo) to the extent permitted under any other
agreement between UBS Global AM and Sub-Adviser or as otherwise required
by law.
(b) Representations and Warranties of UBS Global AM. UBS Global AM represents
and warrants to the Sub-Adviser the following:
(1) UBS Global AM has all requisite corporate power and authority under the
laws of the Commonwealth of Delaware and federal securities laws and under the
Management Agreement with the Trust to execute, deliver and perform this
Agreement.
(2) UBS Global AM is a registered investment adviser under the Advisers Act
and is in material compliance with all other required registrations under
applicable federal and state law relevant hereto.
(3) UBS Global AM has complied, in all material respects, with all
registrations required by, and will comply, in all material respects, with
all applicable rules and regulations of the Commission relevant hereto.
(4) UBS Global AM has received a copy of Part II of Sub-Advisers Form ADV
at least two days in advance of the execution of this contract.
(5) UBS Global AM agrees that the Sub-Adviser shall have no responsibility
or liability arising out of any non-compliance by the Portfolio or UBS Global
AM with anti-money laundering regulations. UBS Global AM hereby certifies
that UBS Global AM has implemented an anti-money laundering program and a
customer identification program (CIP) that each comply with the requirements
of applicable law, including the Bank Secrecy Act and U.S.A. PATRIOT ACT
of 2001 and the regulations promulgated thereunder, and that UBS Global AM or
its affiliates will perform or obtain the requisite assurances with respect
to the performance of the requirements of such programs with respect to the
investors in the Portfolio.
The foregoing representations and warranties shall be continuing during the
term of this Sub-Advisory Agreement.
8. Services Not Exclusive. The services furnished by the Sub-Adviser
hereunder are not to be deemed exclusive, and except as the Sub-Adviser may
otherwise agree in writing, the Sub-Adviser 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 the Sub-Adviser, 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.
9. Duration and Termination.
(a) This Agreement shall become effective upon the date first above
written, provided that 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 (Independent Trustees), cast in person at a meeting called for the
purpose of voting on such approval, and (ii) by vote of a majority of the
Portfolios outstanding voting securities, unless UBS Global AM has authority
to enter into this Agreement pursuant to exemptive relief from the SEC
without a vote of the Portfolios outstanding voting securities.
(b) Unless sooner terminated as provided herein, this Agreement shall
continue in effect for two years from its effective date. 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 by vote of a majority of the outstanding voting
securities of the Portfolio.
(c) Notwithstanding the foregoing, 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 the Portfolio on 30 days
written notice to the Sub-Adviser. This Agreement may also be terminated,
without the payment of any penalty, by UBS Global AM; (i) upon 120 days
written notice to the Sub-Adviser; (ii) upon material breach by the
Sub-Adviser of any of the representations, warranties and agreements set forth
in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable
judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its
duties and obligations under this Agreement, including circumstances such as
financial insolvency of the Sub-Adviser or other circumstances that could
adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement
at any time, without the payment of any penalty, on 120 days written notice to
UBS Global AM. This Agreement will terminate automatically in the event of its
assignment or upon termination of the Investment Advisory Agreement, as it
relates to this Portfolio.
10. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought. To the extent required by applicable law,
no amendment of this Agreement shall be effective until approved (i) by a vote
of a majority of the Independent Trustees, and (ii) if the terms of this
Agreement shall have changed, by a vote of a majority of the Portfolios
outstanding voting securities (except in the case of (ii), pursuant to the
terms and conditions of the SEC order permitting it to modify the Agreement
without such vote).
11. Governing Law. This Agreement shall be construed in accordance with
the 1940 Act and the laws of the State of New York, without giving effect to
the conflicts of laws principles thereof. To the extent that the applicable
laws of the State of New York conflict with the applicable provisions of the
1940 Act, the latter shall control.
12. Confidentiality. The Sub-Adviser will treat as proprietary and
confidential any information obtained in connection with its duties hereunder,
including all records and information pertaining to the Portfolio and its
prior,present or potential shareholders. The Sub-Adviser will not use such
information for any purpose other than the performance of its responsibilities
and duties hereunder. Such information may not be disclosed except after prior
notification to and approval in writing by the Portfolio or if such disclosure
is expressly required or requested by applicable federal or state or other
regulatory authorities.
13. Use of Name.
(a) It is understood that the names UBS and PACE or any derivative thereof or
logo associated with that name is the valuable property of UBS Global AM
and/or its affiliates, and that Sub-Adviser has the right to use such name
(or derivative or logo) only with the approval of UBS Global AM and only so
long as UBS Global AM is Manager to the Trust and/or the Portfolio.
(b) It is understood that the name Xxxxxxx Xxxxx Asset Management, L.P. or
any derivative thereof or logo associated with those names, are the valuable
property of the Sub-Adviser and its affiliates and that the Trust and/or the
Portfolio have the right to use such names (or derivative or logo) in offering
materials of the Trust with the approval of the Sub-Adviser and for so long as
the Sub-Adviser is a Sub-Adviser to the Portfolio. Upon termination of this
Agreement, the Company shall forthwith cease to use such names (or derivatives
or logo), except to the extent otherwise required by law.
14. Miscellaneous. The captions in this Agreement are included for
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, net assets,
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 SEC by any rule,
regulation or order. Where the effect of a requirement of the federal
securities laws reflected in any provision of this Agreement is made less
restrictive by a rule, regulation or order of the SEC, whether of special or
general application, such provision shall be deemed to incorporate the effect
of such rule, regulation or order. This Agreement may be signed in
counterpart. The parties hereto understand that any information or
recommendation supplied by the Sub-Adviser in connection with the performance
of its obligation hereunder is to be regarded as confidential and for use
only by UBS Global AM, the Segment or such persons UBS Global AM may
designate in connection with the Segment.
The parties also understand that
any information supplied to the Sub-Adviser in connection with the
performance of its obligation hereunder, particularly, but not limited to,
any list of securities which may be bought or sold for the Segment, is to be
regarded as confidential and for use only by the Sub-Adviser in connection
with its obligation to provide investment advice and other services of the
Segment.
15. Notices. Any notice herein required is to be in writing and is
deemed to have been given to the Sub-Adviser or UBS Global AM upon receipt
of the same at their respective addresses set forth below. All written
notices required or permitted to be given under this Agreement will be
delivered by personal service, by postage mail return receipt requested or
by facsimile machine or a similar means of same delivery which provides
evidence of receipt (with a confirming copy by mail as set forth herein).
All notices provided to UBS Global AM will be sent to the attention of:
General Counsel, UBS Global Asset Management (Americas) Inc.,
00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000. All notices provided to the
Sub-Adviser will be sent to the attention of: Xxxxx Xxxxxxxxx, Xxxxxxx
Xxxxx Asset Management, 00 Xxx Xxxx, 00 Xxxxx, Xxx Xxxx, XX 00000.
In witness whereof, the parties hereto have caused this instrument to be
executed by their duly authorized signatories as of the date and year first
above written.
Attest:
UBS Global Asset Management (Americas) Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
By: s/ Xxxx Xxxxxxx By: s/ Xxxxx X. Xxxxxx
Name: Xxxx Xxxxxxx Name: Xxxxx X. Xxxxxx
Title: Director & Assoc Title: Exec. Dir & Sr. Assoc GC
Gen Counsel
Attest:
Xxxxxxx Xxxxx Asset Management, L.P.
00 Xxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
By: __/s/ _ Xxxxxx Xxxxxxxxxx __________ By: _/s/ Xxxxx XxXxxxxx ___________
Name: Xxxxxx Xxxxxxxxxx Name: Xxxxx XxXxxxxx
Title: Vice President & Title: Managing Director
Associate General
Counsel
______________________________________________________________________________
E. UBS PACE Global Fixed Income Investments
A new Sub-Advisory Agreement was entered into with Xxxxx Global
Partners plc. A copy of the Sub-Advisory Agreement is attached
below.
SUB-ADVISORY AGREEMENT
Agreement made as of August 23, 2007 between UBS Global Asset Management
(Americas) Inc. (UBS Global AM), a Delaware corporation, and Xxxxx Global
Partners plc (Sub-Adviser), an English company (the Agreement).
RECITALS
(1) UBS Global AM has entered into a Management Agreement dated April 1,
2006, and amended as of August 1, 2006 (Management Agreement) with UBS PACE
Select Advisors Trust (Trust), an open-end management investment company
registered under the Investment Company Act of 1940, as amended (1940 Act),
with respect to UBS PACE Global Fixed Income Investments (Portfolio);
(2) UBS Global AM desires to retain the Sub-Adviser to furnish certain
investment advisory services to UBS Global AM and the Portfolio, and in doing
so UBS Global AM agrees to be treated as an Intermediate Customer in
accordance with the FSA Rules; and
(3) The Sub-Adviser is willing to furnish such services;
Now, therefore, in consideration of the premises and mutual covenants herein
contained, UBS Global AM and the Sub-Adviser agree as follows:
14. Appointment. UBS Global AM hereby appoints the Sub-Adviser as an
investment sub-adviser with respect to the Portfolio for the period and on
the terms set forth in this Agreement. The Sub-Adviser accepts that
appointment and agrees to render the services herein set forth, for the
compensation herein provided.
15. Duties as Sub-Adviser.
(a) Subject to the supervision and direction of the Trusts Board of Trustees
(the Board) and review by UBS Global AM, and any written guidelines adopted
by the Board or UBS Global AM, the Sub-Adviser will provide a continuous
investment program for all or a designated portion of the assets (Segment)
of the Portfolio, including investment research and discretionary management
with respect to all securities and investments and cash equivalents in the
Portfolio or Segment. The Sub-Adviser will determine from time to time what
investments will be purchased, retained or sold by the Portfolio or Segment.
The Sub-Adviser will be responsible for placing purchase and sell orders for
investments and for other related transactions for the Portfolio or Segment.
The Sub-Adviser will be responsible for voting proxies of issuers of
securities held by the Portfolio or Segment. The Sub-Adviser understands
that the Portfolios assets need to be managed so as to permit the Portfolio
to qualify or to continue to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code, as amended (Code). The Sub-Adviser
will provide services under this Agreement in accordance with the Portfolios
investment objective, policies and restrictions as stated in the Trusts
currently effective registration statement under the 1940 Act, and any
amendments or supplements thereto (Registration Statement).
(b) The Sub-Adviser agrees that it will not consult with any other sub-adviser
(Other Sub-Adviser) for the Trust or Portfolio concerning any transaction by
the Portfolio or Segment in securities or other assets, including (i) the
purchase by the Portfolio or Segment of a security issued by the Other
Sub-Adviser, or an affiliate of the Other Sub-Adviser, to the Trust or
Portfolio except as permitted by the 1940 Act or (ii) transactions by the
Portfolio or Segment in any security for which the Other Sub-Adviser, or its
affiliate, is the principal underwriter.
(c) The Sub-Adviser agrees that, in placing orders with brokers, it will
obtain the best net result in terms of price and execution; provided that,
on behalf of the Portfolio, the Sub-Adviser may, in its discretion, use
brokers that provide the Sub-Adviser with research, analysis, advice and
similar services to execute portfolio transactions on behalf of the Portfolio,
and the Sub-Adviser may pay to those brokers in return for brokerage and
research services a higher commission than may be charged by other brokers,
subject to the Sub-Advisers determination in good faith that such commission
is reasonable in terms either of the particular transaction or of the overall
responsibility of the Sub-Adviser to the Portfolio and its other clients and
that the total commissions paid by the Portfolio or Segment will be reasonable
in relation to the benefits to the Portfolio over the long term. In no
instance will portfolio securities be purchased from or sold to UBS Global AM
or the Sub-Adviser, or any affiliated person thereof, except in accordance
with the federal securities laws and the rules and regulations thereunder.
The Sub-Adviser may aggregate sales and purchase orders with respect to the
assets of the Portfolio or Segment with similar orders being made
simultaneously for other accounts advised by the Sub-Adviser or its
affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase
or sell the same security on behalf of the Portfolio and one or more other
accounts advised by the Sub-Adviser, the orders will be allocated as to price
and amount among all such accounts in a manner believed to be equitable over
time to each account. UBS Global AM recognizes that in some cases this
procedure may adversely affect the results obtained for the Portfolio or
Segment.
(d) The Sub-Adviser will maintain all books and records required to be
maintained pursuant to the 1940 Act and the rules and regulations promulgated
thereunder with respect to transactions by the Sub-Adviser on behalf of the
Portfolio or Segment, and will furnish the Board and UBS Global AM with such
periodic and special reports as the Board or UBS Global AM reasonably may
request. In compliance with the requirements of Rule 31 a-3 under the 1940
Act, the Sub-Adviser hereby agrees that all records which it maintains for
the Portfolio are the property of the Trust, agrees to preserve for the
periods prescribed by Rule 31 a-2 under the 1940 Act any records that it
maintains for the Portfolio and that 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 Portfolio upon request by the
Trust.
(e) At such times as shall be reasonably requested by the Board or UBS Global
AM, the Sub-Adviser will provide the Board and UBS Global AM with economic
and investment analyses and reports as well as quarterly reports setting forth
the performance of the Portfolio or Segment and make available to the Board
and UBS Global AM any economic, statistical and investment services that the
Sub-Adviser normally makes available to its institutional or other customers.
(f) In accordance with procedures adopted by the Board, as amended from time
to time, the Sub-Adviser is responsible for assisting in the fair valuation
of all portfolio securities in the Portfolio or Segment and will use its
reasonable efforts to arrange for the provision of a price or prices from one
or more parties independent of the Sub-Adviser for each portfolio security
for which the custodian does not obtain prices in the ordinary course of
business from an automated pricing service.
16. Further Duties. In all matters relating to the performance of this
Agreement, the Sub-Adviser will seek to act in conformity with the Trusts
Trust Instrument, By-Laws and Registration Statement and with the written
instructions and written directions of the Board and UBS Global AM; and will
comply with the requirements of the 1940 Act, and the Investment Advisers Act
of 1940, as amended (Advisers Act), and the rules under each, the Code, and
all other federal and state laws and regulations applicable to the Trust and
the Portfolio. UBS Global AM agrees to provide to the Sub-Adviser copies of
the Trusts Trust Instrument, By-Laws, Registration Statement, written
instructions and directions of the Board and UBS Global AM, and any amendments
or supplements to any of these materials as soon as practicable after such
materials become available; and further agrees to identify to the Sub-Adviser
in writing any broker-dealers that are affiliated with UBS Global AM (other
than UBS Financial Services Inc. and UBS Global Asset Management (US) Inc.).
17. Expenses. During the terms of this Agreement, the Sub-Adviser will bear
all expenses incurred by it in connection with its services under this
Agreement. The Sub-Adviser shall not be responsible for any expenses incurred
by the Trust, the Portfolio or UBS Global AM.
18. Compensation.
(a) For the services provided and the expenses assumed by the Sub-Adviser
pursuant to this Agreement, UBS Global AM, not the Portfolio, will pay to the
Sub-Adviser a fee, computed daily and payable monthly, at an annual rate of
0.25% on assets up to $150 million; at an annual rate of 0.18% on the next
$350 million of assets; and at an annual rate of 0.15% on assets over $500
million of the average daily net assets of the Portfolio or Segment allocated
to its management (computed in the manner specified in the Management
Agreement), and will provide the Sub-Adviser with a schedule showing the
manner in which the fee was computed. If the Sub-Adviser is managing a
Segment, its fees will be based on the value of the assets of the Portfolio
within the Sub-Advisers Segment.
(b) The fee shall be accrued daily and payable monthly to the Sub-Adviser on
or before the last business day of the next succeeding calendar month.
(c) If this Agreement becomes effective or terminates before the end of any
month, the fee for the period from the effective date to the end of the month
or from the beginning of such month to the date of termination, as the case
maybe, shall be pro-rated according to the proportion which such period bears
to the full month in that such effectiveness or termination occurs.
19. Limitation Of Liability.
(a) The Sub-Adviser shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Portfolio, the Trust or its
shareholders or by UBS Global AM 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 of its obligations and duties under this
Agreement.
(b) In no event will the Sub-Adviser have any responsibility for any other
series of the Trust, for any portion of the Portfolio not managed by the
Sub-Adviser or for the acts or omissions of any other sub-adviser to the
Trust or Portfolio.
In particular, in the event the Sub-Adviser shall manage only a portion of
the Portfolios investments, the Sub-Adviser shall have no responsibility
for the Portfolios being in violation of any applicable law or regulation
or investment policy or restriction applicable to the Portfolio as a whole
or for the Portfolios failing to qualify as a regulated investment company
under the Code, if the securities and other holdings of the Segment of the
Portfolio managed by the Sub-Adviser are such that such Segment would not be
in such violation or fail to so qualify if such Segment were deemed a
separate series of the Trust or a separate regulated investment company
under the Code.
Nothing in this section shall be deemed a limitation or waiver of any
obligation or duty that may not by law be limited or waived.
20. Representations of Sub-Adviser. The Sub-Adviser represents, warrants and
agrees as follows:
(a) The Sub-Adviser (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as this
Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the
Advisers Act from performing the services contemplated by this Agreement;
(iii) has met, and will seek to continue to meet for so long as this Agreement
remains in effect, any other applicable federal or state requirements, or the
applicable requirements of any regulatory or industry self-regulatory agency,
necessary to be met in order to perform the services contemplated by this
Agreement; (iv) has the authority to enter into and perform the services
contemplated by this Agreement; and (v) will promptly notify UBS Global AM of
the occurrence of any event that would disqualify the Sub-Adviser from serving
as an investment adviser of an investment company pursuant to Section 9(a) of
the 1940 Act or otherwise.
(b) The Sub-Adviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and will provide UBS Global AM
and the Board with a copy of such code of ethics, together with evidence of
its adoption. Within fifteen days of the end of the last calendar quarter
of each year that this Agreement is in effect, the president or a
vice-president of the Sub-Adviser shall certify to UBS Global AM that the
Sub-Adviser has complied with the requirements of Rule 17j-1 during the
previous year and that there has been no material violation of the
Sub-Advisers code of ethics or, if such a violation has occurred, that
appropriate action was taken in response to such violation. Upon the
written request of UBS Global AM, the Sub-Adviser shall permit UBS Global
AM, its employees or its agents to examine the reports required to be made
by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to
the Sub-Advisers code of ethics.
(c) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV,
as most recently filed with the Securities and Exchange Commission (SEC),
and promptly will furnish a copy of all amendments to UBS Global AM at least
annually.
(d) The Sub-Adviser will notify UBS Global AM of any change of control of the
Sub-Adviser, including any change of its general partners or 25% shareholders
or 25% limited partners, as applicable, and any changes in the key personnel
who are either the portfolio manager(s) of the Portfolio or senior management
of the Sub-Adviser, in each case prior to or promptly after such change.
(e) The Sub-Adviser agrees that neither it, nor any of its affiliates, will
in any way refer directly or indirectly to its relationship with the Trust,
the Portfolio; UBS Global AM or any of their respective affiliates in offering,
marketing or other promotional materials without the express written consent
of UBS Global AM.
21. Services Not Exclusive. The services furnished by the Sub-Adviser
hereunder are not to be deemed exclusive, and except as the Sub-Adviser may
otherwise agree in writing, the Sub-Adviser 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 the Sub-Adviser, 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.
22. Duration and Termination.
(a) This Agreement shall become effective upon the date first above written,
provided that 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
(Independent Trustees), cast in person at a meeting called for the purpose
of voting on such approval, and (ii) by vote of a majority of the Portfolios
outstanding voting securities, unless UBS Global AM has authority to enter
into this Agreement pursuant to exemptive relief from the SEC without a vote
of the Portfolios outstanding voting securities.
(b) Unless sooner terminated as provided herein, this Agreement shall
continue in effect for two years from its effective date. 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 by vote of a majority of the outstanding voting
securities of the Portfolio.
(c) Notwithstanding the foregoing, 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 the Portfolio on 30 days
written notice to the Sub-Adviser. This Agreement may also be terminated,
without the payment of any penalty, by UBS Global AM: (i) upon 120 days
written notice to the Sub-Adviser; (ii) upon material breach by the
Sub-Adviser of any of the representations, warranties and agreements set forth
in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable
judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its
duties and obligations under this Agreement, including circumstances such as
financial insolvency of the Sub-Adviser or other circumstances that could
adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement
at any time, without the payment of any penalty, on 120 days written notice
to UBS Global AM. This Agreement will terminate automatically in the event of
its assignment or upon termination of the Management Agreement, as it relates
to this Portfolio.
23. Amendment of this Agreement. No provision of this Agreement may be
changed,waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought. To the extent required by applicable law,
no amendment of this Agreement shall be effective until approved (i) by a vote
of a majority of the Independent Trustees, and (ii) if the terms of this
Agreement shall have changed, by a vote of a majority of the Portfolios
outstanding voting securities (except in the case of (ii), pursuant to the
terms and conditions of the SEC order permitting it to modify the Agreement
without such vote).
24. Governing Law. This Agreement shall be construed in accordance with the
1940 Act and the laws of the State of New York, without giving effect to the
conflicts of laws principles thereof. To the extent that the applicable
laws of the State of New York conflict with the applicable provisions of the
1940 Act, the latter shall control.
25. Miscellaneous. The captions in this Agreement are included for
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, net assets, 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 SEC by any rule, regulation or order. Where the effect of a
requirement of the federal securities laws reflected in any provision of
this Agreement is made less restrictive by a rule, regulation or order of
the SEC, whether of special or general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or order. This
Agreement may be signed in counterpart.
26. Notices. Any notice herein required is to be in writing and is deemed
to have been given to the Sub-Adviser or UBS Global AM upon receipt of the
same at their respective addresses set forth below. All written notices
required or permitted to be given under this Agreement will be delivered by
personal service, by postage mail return receipt requested or by facsimile
machine or a similar means of same delivery which providers evidence of
receipt (with a confirming copy by mail as set forth herein). All notices
provided to UBS Global AM will be sent to the attention of its General
Counsel. All notices provided to the Sub-Adviser will be sent to the
attention of the Compliance Officer.
In witness whereof, the parties hereto have caused this instrument to be
executed by their duly authorized signatories as of the date and year
first above written.
UBS Global Asset Management (Americas) Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attest:
By: s/ Xxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxxx
Name: Xxxx Xxxxxxx Name: Xxxxx X. Xxxxxx
Title: Director & Assoc Gen Title: Exec. Dir & Sr. Assoc GC
Counsel
Xxxxx Global Partners plc
Sion Hall
00 Xxxxxxxx Xxxxxxxxxx
Xxxxxx, XX0X 0XX, Xxxxxxx
Attest:
By: ___/s/ Xxxxxxx Xxxx___________ By: ___/s/ Xxxxx Xxxxxx__________
Name: Xxxxxxx Xxxx Name: Xxxxx Xxxxxx
Title: Partner Title: Partner
______________________________________________________________________________
F. UBS PACE Government Securities Fixed Income Investments
A new Sub-Advisory Agreement was entered into with Pacific
Investment Management Company LLC. A copy of the
Sub-Advisory Agreement is attached below.
SUB-ADVISORY AGREEMENT
Agreement made as of August 1, 2007 between UBS Global Asset Management
(Americas) Inc. (UBS Global AM), a Delaware corporation, and Pacific
Investment Management Company LLC, (Sub-Adviser), a Delaware limited
liability company (the Agreement).
RECITALS
(1) UBS Global AM has entered into a Management Agreement dated April 1,
2006, and amended as of August 1, 2006 (Management Agreement), with UBS
PACE Select Advisors Trust (formerly known as Managed Accounts Services
Portfolio Trust (Trust)), an open-end management investment company
registered under the Investment Company Act of 1940, as amended (1940 Act),
with respect to UBS PACE Government Securities Fixed Income Investments
(Portfolio);
(2) UBS Global AM is authorized to retain one or more sub-advisers to
furnish investment advisory services to UBS Global AM and the Portfolio;
(3) UBS Global AM desires to retain the Sub-Adviser to furnish certain
investment advisory services to UBS Global AM and the Portfolio; and
(4) The Sub-Adviser is willing to furnish such services;
Now, therefore, in consideration of the premises and mutual covenants herein
contained, UBS Global AM and the Sub-Adviser agree as follows:
27. Appointment. UBS Global AM hereby appoints the Sub-Adviser as an
investment sub-adviser with respect to the Portfolio for the period and on
the terms set forth in this Agreement The Sub-Adviser accepts that appointment
and agrees to render the services herein set forth, for the compensation
herein provided.
28. Duties as Sub-Adviser.
(a) Subject to the supervision and direction of the Trusts Board of Trustees
(the Board) and review by UBS Global AM, and any written guidelines adopted
by the Board or UBS Global AM, the Sub-Adviser will provide a continuous
investment program for all or a designated portion of the assets (Segment) of
the Portfolio, including investment .research and discretionary management
with respect to all securities and investments and cash equivalents in the
Portfolio or Segment The Sub-Adviser will determine from time to time what
investments will be purchased, retained or sold by the Portfolio or Segment.
The Sub-Adviser will be responsible for placing purchase and sell orders for
investments and for other related transactions for the Portfolio or Segment.
The Sub-Adviser will be responsible for voting proxies of issuers of
securities held by the Portfolio or Segment. The Sub-Adviser understands that
the Portfolios assets need to be managed so as to permit the Portfolio to
qualify or to continue to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code, as amended (Code). The Sub-Adviser
will provide services under this Agreement in accordance with the Portfolios
investment objective, policies and restrictions as stated in the Portfolios
Prospectus and in the Trusts currently effective registration statement under
the 1940 Act, and any amendments or supplements thereto (Registration
Statement).
(b) The Sub-Adviser agrees that it will not consult with any other sub-adviser
(Other Sub-Adviser) for the Trust or Portfolio concerning any transaction by
the Portfolio or Segment in securities or other assets, including (i) the
purchase by the Portfolio or Segment of a security issued by the Other
Sub-Adviser, or an affiliate of the Other Sub-Adviser, to the Trust or
Portfolio except as permitted by the 1940 Act or (ii) transactions by the
Portfolio or Segment in any security for which the Other Sub-Adviser, or its
affiliate, is the principal underwriter.
(c) The Sub-Adviser agrees that, in placing orders with brokers, it will
attempt to obtain the best net result in terms of price and execution;
provided that, on behalf of the Portfolio, the Sub-Adviser may, in its
discretion, use brokers that provide the Sub-Adviser with research, analysis,
advice and similar services to execute portfolio transactions on behalf of
the Portfolio, and the Sub-Adviser may pay to those brokers in return for
brokerage and research services a higher commission than may be charged by
other brokers, subject to the Sub-Advisers determination in good faith that
such commission is reasonable in terms either of the particular transaction
or of the overall responsibility of the Sub-Adviser to the Portfolio and its
other clients and that the total commissions paid by the Portfolio or Segment
will be reasonable in relation to the benefits to the Portfolio over the long
term. In no instance will portfolio securities be purchased from or sold to
UBS Global AM or the Sub-Adviser, or any affiliated person thereof, except in
accordance with the federal securities laws and the rules and regulations
thereunder. The Sub-Adviser may aggregate sales and purchase orders with
respect to the assets of the Portfolio or Segment with similar orders being
made simultaneously for other accounts advised by the Sub-Adviser or its
affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase
or sell the same security on behalf of the Portfolio and one or more other
accounts advised by the Sub-Adviser, the orders will be allocated as to price
and amount among all such accounts in a manner believed to be equitable over
time to each account. UBS Global AM recognizes that in some cases this
procedure may adversely affect the results obtained for the Portfolio or
Segment. The Sub-Adviser is authorized on behalf of the Portfolio and Segment
to enter into agreements and execute any documents required to make investments
pursuant to the Prospectus, as such Prospectus may be amended from time to
time.
(d) The Sub-Adviser will maintain all books and records required to be
maintained pursuant to the 1940 Act and the rules and regulations promulgated
thereunder with respect to transactions by the Sub-Adviser on behalf of the
Portfolio or Segment, and will furnish the Board and UBS Global AM with such
periodic and special reports as the Board or UBS Global AM reasonably may
request. In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Sub-Adviser hereby agrees that all records which it maintains for the
Portfolio are the property of the Trust, agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for
the Portfolio and that 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 Portfolio upon request by the Trust.
(e) At such times as shall be reasonably requested by the Board or UBS Global
AM, the Sub-Adviser will provide the Board and UBS Global AM with economic and
investment analyses and reports as well as quarterly reports setting forth the
performance of the Portfolio or Segment and make available to the Board and
UBS Global AM any economic, statistical and investment services that the
Sub-Adviser normally makes available to its institutional or other customers.
(f) In accordance with procedures adopted by the Board, as amended from time
to time, the Sub-Adviser is responsible for assisting in the fair valuation of
all portfolio securities in the Portfolio or Segment and will use its
reasonable efforts to arrange for the provision of a price or prices from one
or more parties independent of the Sub-Adviser for each portfolio security for
which the custodian does not obtain prices in the ordinary course of business
from an automated pricing service.
29. Further Duties. In all matters relating to the performance of this
Agreement, the Sub-Adviser will seek to act in conformity with the Trusts
Trust Instrument, By-Laws and Registration Statement and with the written
instructions and written directions of the Board and UBS Global AM; and will
comply with the requirements of the 1940 Act, and the Investment Advisers Act
of 1940, as amended (Advisers Act), and the rules under each, the Code,
and all other federal and state laws and regulations applicable to the Trust
and the Portfolio. UBS Global AM agrees to provide to the Sub-Adviser copies
of the Trusts Trust Instrument, By-Laws, Registration Statement, written
instructions and directions of the Board and UBS Global AM, and any amendments
or supplements to any of these materials as soon as practicable after such
materials become available; and further agrees to identify to the Sub-Adviser
in writing any broker-dealers that are affiliated with UBS Global AM (other
than UBS Financial Services Inc. and UBS Global Asset Management (US) Inc.).
30. Expenses. During the term of this Agreement, the Sub-Adviser will bear
all expenses incurred by it in connection with its services under this
Agreement. The Sub-Adviser shall not be responsible for any expenses
incurred by the Trust, the Portfolio or UBS Global AM.
31. Compensation.
(a) For the services provided and the expenses assumed by the Sub-Adviser
pursuant to this Agreement, UBS Global AM, not the Portfolio, will pay to
the Sub-Adviser a fee, computed daily and payable monthly, at an annual rate
of 0.20% of the average daily net assets of the Portfolio or Segment allocated
to its management (computed in the manner specified in the Management
Agreement), and will provide the Sub-Adviser with a schedule showing the
manner in which the fee was computed. If the Sub-Adviser is managing a
Segment, its fees will be based on the value of the assets of the Portfolio
within the Sub-Advisers Segment.
(b) The fee shall be accrued daily and payable monthly to the Sub-Adviser on
or before the last business day of the next succeeding calendar month.
(c) If this Agreement becomes effective or terminates before the end of any
month, the fee for the period from the effective date 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 pro-rated according to the proportion which such period bears
to the full month in that such effectiveness or termination occurs.
32. Limitation of Liability.
(a) The Sub-Adviser shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Portfolio, the Trust or its
shareholders or by UBS Global AM 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 of its obligations and duties under this
Agreement.
(b) In no event will the Sub-Adviser have any responsibility for any other
series of the Trust, for any portion of the Portfolio not managed by the
Sub-Adviser or for the acts or omissions of any other sub-adviser to the
Trust or Portfolio.
In particular, in the event the Sub-Adviser shall manage only a portion of
the Portfolios investments, the Sub-Adviser shall have no responsibility
for the Portfolios being in violation of any applicable law or regulation
or investment policy or restriction applicable to the Portfolio as a whole
or for the Portfolios failing to qualify as a regulated investment company
under the Code, if the securities and other holdings of the Segment of the
Portfolio managed by the Sub-Adviser are such that such Segment would not
be in such violation or fail to so qualify if such Segment were deemed a
separate series of the Trust or a separate regulated investment company
under the Code.
Nothing in this section shall be deemed a limitation or waiver of any
obligation or duty that may not by law be limited or waived.
33. Representations of Sub-Adviser. The Sub-Adviser represents, warrants
and agrees as follows:
(a) The Sub-Adviser (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as this
Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the
Advisers Act from performing the services contemplated by this Agreement;
(iii) has met, and will seek to continue to meet for so long as this
Agreement remains in effect, any other applicable federal or state
requirements, or the applicable requirements of any regulatory or industry
self-regulatory agency, necessary to be met in order to perform the services
contemplated by this Agreement; (iv) has the authority to enter into and
perform the services contemplated by this Agreement; and (v) will promptly
notify UBS Global AM of the occurrence of any event that would disqualify
the Sub-Adviser from serving as an investment adviser of an investment
company pursuant to Section 9(a) of the 1940 Act or otherwise.
(b) The Sub-Adviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and will provide UBS Global AM
and the Board with a copy of such code of ethics, together with evidence of
its adoption. Within fifteen days of the end of the last calendar quarter
of each year that this Agreement is in effect, the president or a
vice-president of the Sub-Adviser shall certify to UBS Global AM that the
Sub-Adviser has complied with the requirements of Rule 17j-1 during the
previous year and that there has been no material violation of the
Sub-Advisers code of ethics or, if such a violation has occurred, that
appropriate action was taken in response to such violation. Upon the
written request of UBS Global AM, the Sub-Adviser shall permit UBS Global
AM,its employees or its agents to examine the reports required to be made by
the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the
Sub-Advisers code of ethics.
(c) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV,
as most recently filed with the Securities and Exchange Commission (SEC),
and promptly will furnish a copy of all amendments to UBS Global AM at least
annually.
(d) The Sub-Adviser will notify UBS Global AM of any change of control of the
Sub-Adviser, including any change of its general partners or 25% shareholders
or 25% limited partners, as applicable, and any changes in the key personnel
who are either the portfolio manager(s) of the Portfolio or senior management
of the Sub-Adviser, in each case prior to or promptly after such change.
(e) The Sub-Adviser agrees that neither it, nor any of its affiliates, will
in any way refer directly or indirectly to its relationship with the Trust,
the Portfolio, UBS Global AM or any of their respective affiliates in
offering, marketing or other promotional materials without the express
written consent
of UBS Global AM.
34. Representations of UBS Global AM. UBS Global AM represents that (i) the
Trust was duly organized as a Delaware business trust under the laws of
Delaware, (ii) the appointment of the Sub-Adviser has been duly authorized
and (iii) the Trust has acted and will continue to act in conformity with the
1940 Act and other applicable laws.
35. Services Not Exclusive. The services furnished by the Sub-Adviser
hereunder are not to be deemed exclusive, and except as the Sub-Adviser may
otherwise agree in writing, the Sub-Adviser 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 the Sub-Adviser, 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.
36. Duration and Termination.
(a) This Agreement shall become effective upon the date first above written,
provided that 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
(Independent Trustees), cast in person at a meeting called for the purpose
of voting on such approval, and (ii) by vote of a majority of the Portfolios
outstanding voting securities, unless UBS Global AM has authority to enter
into this Agreement pursuant to exemptive relief from the SEC without a vote
of the Portfolios outstanding voting securities.
(b) Unless sooner terminated as provided herein, this Agreement shall
continue in effect for two years from its effective date. 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 by vote of a majority of the
outstanding voting securities of the Portfolio.
(c) Notwithstanding the foregoing, 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 the Portfolio on 30
days written notice to the Sub-Adviser. This Agreement may also be
terminated, without the payment of any penalty, by UBS Global AM:
(i) upon 120 days written notice to the Sub-Adviser; (ii) upon material
breach by the Sub-Adviser of any of the representations, warranties and
agreements set forth in Paragraph 7 of this Agreement; or
(iii) immediately in the reasonable judgment of UBS Global AM, the
Sub-Adviser becomes unable to discharge its duties and obligations under
this Agreement, including circumstances such as financial insolvency of
the Sub-Adviser or other circumstances that could adversely affect the
Portfolio. The Sub-Adviser may terminate this Agreement at any time,
without the payment of any penalty, on 120 days written notice to UBS
Global AM. This Agreement will terminate automatically in the event of
its assignment or upon termination of the Management Agreement, as it
relates to this Portfolio.
37. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought. To the extent required by applicable law,
no amendment of this Agreement shall be effective until approved (i) by a
vote of a majority of the Independent Trustees, and (ii) if the terms of
this Agreement shall have changed, by a vote of a majority of the Portfolios
outstanding voting securities (except in the case of (ii), pursuant to the
terms and conditions of the SEC order permitting it to modify the Agreement
without such vote).
38. Governing Law. This Agreement shall be construed in accordance with the
1940 Act and the laws of the State of New York, without giving effect to the
conflicts of laws principles thereof. To the extent that the applicable laws
of the State of New York conflict with the applicable provisions of the 1940
Act, the latter shall control.
39. Miscellaneous. The captions in this Agreement are included for
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,
net assets, 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 SEC
by any rule, regulation or order. Where the effect of a requirement of the
federal securities laws reflected in any provision of this Agreement is made
less restrictive by a rule, regulation or order of the SEC, whether of special
or general application, such provision shall be deemed to incorporate the
effect of such rule, regulation or order. This Agreement may be signed in
counterpart.
40. Notices. Any notice herein required is to be in writing and is deemed to
have been given to the Sub-Adviser or UBS Global AM upon receipt of the same
at their respective addresses set forth below. All written notices required
or permitted to be given under this Agreement will be delivered by personal
service, by postage mail return receipt requested or by facsimile machine or
a similar means of same delivery which providers evidence of receipt (with a
confirming copy by mail as set forth herein). All notices provided to UBS
Global AM will be sent to the attention of the General Counsel. All notices
provided to the Sub-Adviser will be sent to the attention of Xxxx X. Xxxxxx,
Senior Vice President, with a copy to the Chief Legal Officer.
In witness whereof, the parties hereto have caused this instrument to be
executed by their duly authorized signatories as of the date and year first
above written.
UBS Global Asset Management (Americas) Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attest:
By: s/ Xxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxxx
Name: Xxxx Xxxxxxx Name: Xxxxx X. Xxxxxx
Title: Director & Assoc Gen Title: Exec. Dir & Sr. Assoc GC
Counsel
Pacific Investment Management Company LLC
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Managing Director
- 6 -
