EXHIBIT NO. 4(D)
SUB-ADVISORY CONTRACT
Agreement made as of _____________, 1998 ("Contract") between XXXXXXXX
XXXXXXXX ASSET MANAGEMENT INC., a Delaware corporation ("Xxxxxxxx Xxxxxxxx"),
and INVISTA CAPITAL MANAGEMENT, INC., an Iowa corporation ("Sub-Adviser").
RECITALS
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(1) Xxxxxxxx Xxxxxxxx has entered into an Investment Advisory and
Administration Agreement, dated ________, 1998 ("Management Agreement"), with
PaineWebber Investment Trust ("Trust"), an open-end management investment
company registered under the Investment Company Act of 1940, as amended ("1940
Act");
(2) The Trust offers for public sale distinct series of shares of
beneficial interest, including a series of shares of the Trust known as
PaineWebber Global Equity Fund ("Fund");
(3) Under the Management Agreement, Xxxxxxxx Xxxxxxxx has agreed to
provide certain investment advisory and administrative services to the Fund;
(4) The Management Agreement permits Xxxxxxxx Xxxxxxxx to delegate
certain of its duties as investment adviser thereunder to a sub-adviser;
(5) Xxxxxxxx Xxxxxxxx desires to allocate the portfolio investments of
the Fund between an international segment and a domestic segment, and to
retain the Sub-Adviser to furnish certain investment advisory services with
respect to the international segment of the investments of the Fund, and
(6) The Sub-Adviser is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, Xxxxxxxx Xxxxxxxx and the Sub-Adviser agree as follows:
1. Appointment. Xxxxxxxx Xxxxxxxx hereby appoints the Sub-Adviser as an
investment sub-adviser with respect to the international segment of the Fund's
investments for the period and on the terms set forth in this Contract. 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 Trust's Board of
Trustees ("Board") and review by Xxxxxxxx Xxxxxxxx, and any written guidelines
adopted by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide a
continuous investment program with respect to the international segment of the
Fund's investments, including investment research and management to all
securities and investments and cash equivalents in the Fund allocated by
Xxxxxxxx Xxxxxxxx to
the international segment of the Fund's investments. The Sub-Adviser will
determine from time to time what investments will be purchased, retained or
sold by the Fund in the international segment of the Fund's investments. The
Sub-Adviser will be responsible for placing purchase and sell orders for
investments and for other related transactions with respect to the
international segment of the Fund's investments. The Sub-Adviser will provide
services under this Contract in accordance with the Fund's investment
objective, policies and restrictions as stated in the Trust's currently
effective registration statement under the 1940 Act, and any amendments or
supplements thereto ("Registration Statement").
(b) 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 Fund, the Sub-Adviser may, in its discretion, use brokers who
provide the Sub-Adviser with research, analysis, advice and similar services
to execute portfolio transactions, 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-Adviser's determining 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 Fund and its other clients and that the total commissions paid by the Fund
will be reasonable in relation to the benefits to the Fund over the long term.
In no instance will portfolio securities be purchased from or sold to the
Sub-Adviser, or any affiliated person thereof, except in accordance with the
federal securities laws and the rules and regulations thereunder. Whenever the
Sub-Adviser simultaneously places orders to purchase or sell the same security
on behalf of the Fund 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.
Xxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely
affect the results obtained for the Fund.
(c) 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 actions by the Sub-Adviser on behalf of the Fund,
and will furnish the Board and Xxxxxxxx Xxxxxxxx with such periodic and
special reports as the Board or Xxxxxxxx Xxxxxxxx reasonably may request. In
compliance with the requirements of Rule 31a-3 under the 1940 Act, the
Sub-Adviser hereby agrees that all records that it maintains for the Fund 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 Trust 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 that it
maintains for the Fund upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or
Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Xxxxxxxx
Xxxxxxxx with economic and investment analyses and reports as well as
quarterly reports setting forth the performance of the international segment
of the Fund's investments and make available to the Board and Xxxxxxxx
Xxxxxxxx any economic, statistical and investment services that the
Sub-Adviser normally makes available to its institutional or other customers.
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(e) 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 and will use its reasonable efforts to
arrange for the provision of a price(s) from a party(ies) 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
Contract, the Sub-Adviser will act in conformity with the Trust's Declaration
of Trust, By-Laws and Registration Statement and with the written instructions
and written directions of the Board and Xxxxxxxx Xxxxxxxx; 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, and all other federal
and state laws and regulations applicable to the Trust and the Fund. Xxxxxxxx
Xxxxxxxx agrees to provide to the Sub-Adviser copies of the Trust's
Declaration of Trust, By-Laws, Registration Statement, written instructions
and directions of the Board and Xxxxxxxx Xxxxxxxx, 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 Xxxxxxxx Xxxxxxxx
(other than PaineWebber Incorporated and Xxxxxxxx Xxxxxxxx itself).
4. Expenses. During the term of this Contract, the Sub-Adviser will bear
all expenses incurred by it in connection with its services under this
Contract.
5. Compensation.
(a) For the services provided and the expenses assumed by the Sub-Adviser
pursuant to this Contract, Xxxxxxxx Xxxxxxxx, not the Fund, will pay Invista a
sub-advisory fee, computed daily and paid monthly, at an annual rate of 0.40%
of the Fund's average daily net assets allocated to its management up to and
including $100 million, 0.29% of the Fund's average daily net assets allocated
to its management in excess of $100 million up to and including $300 million,
and 0.26% of the Fund's average daily net assets allocated to its management
in excess of $300 million. Under this fee arrangement, Invista will receive
fees based on the value of portfolio assets under its management as these
assets have been allocated to it by Xxxxxxxx Xxxxxxxx.
(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 Contract 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 that such period
bears to the full month in which such effectiveness or termination occurs.
6. Limitation of Liability. The Sub-Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Fund, the
Trust, its shareholders or by Xxxxxxxx Xxxxxxxx in connection with the matters
to which this Contract 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 Contract. Nothing
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in this paragraph 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
Contract remains in effect; (ii) is not prohibited by the 1940 Act or the
Advisers Act from performing the services contemplated by this Contract; (iii)
has met and will seek to continue to meet for so long as this Contract 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
Contract; (iv) has the authority to enter into and perform the services
contemplated by this Contract; and (v) will promptly notify Xxxxxxxx Xxxxxxxx
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 Xxxxxxxx
Xxxxxxxx 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 Contract is in effect, the president
or a vice-president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx that
the Sub-Adviser has complied with the requirements of Rule 17j-1 during the
previous year and that there has been no violation of the Sub-Adviser's 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 Xxxxxxxx
Xxxxxxxx, the Sub-Adviser shall permit Xxxxxxxx Xxxxxxxx, its employees or its
agents to examine the reports required to be made to the Sub-Adviser by Rule
17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of
ethics.
(c) The Sub-Adviser has provided Xxxxxxxx Xxxxxxxx with a copy of its
Form ADV, which as of the date of this Agreement is its Form ADV as most
recently filed with the Securities and Exchange Commission ("SEC") and
promptly will furnish a copy of all amendments to Xxxxxxxx Xxxxxxxx at least
annually.
(d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx of any change of
control of the Sub-Adviser, including any change of its general partners or
25% shareholders, as applicable, and any changes in the key personnel who are
either the portfolio manager(s) of the Fund 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 Fund, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in
offering, marketing or other promotional materials without the express written
consent of Xxxxxxxx Xxxxxxxx.
8. Services Not Exclusive. The services furnished by the Sub-Adviser
hereunder are not to be deemed exclusive and the Sub-Adviser shall be free to
furnish similar services to others so
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long as its services under this Contract are not impaired thereby or unless
otherwise agreed to by the parties hereunder in writing. Nothing in this
Contract 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 Contract shall become effective upon the date first above
written, provided that this Contract 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 Contract or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on such approval, and
(ii) by vote of a majority of the Fund's outstanding securities.
(b) Unless sooner terminated as provided herein, this Contract shall
continue in effect for two years from its effective date. Thereafter, if not
terminated, this Contract 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 those trustees of the Trust
who are not parties to this Contract or interested persons of any such party,
cast in person at a meeting called for the purpose of voting on such approval,
and (ii) by the Board or by vote of a majority of the outstanding voting
securities of the Fund.
(c) Notwithstanding the foregoing, this Contract 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 Fund on 60 days'
written notice to the Sub-Adviser. This Contract may also be terminated,
without the payment of any penalty, by Xxxxxxxx Xxxxxxxx: (i) upon 120 days'
written notice to the Sub-Adviser; (ii) upon material breach by the
Sub-Adviser of any representations and warranties set forth in Paragraph 7 of
this Contract, if such breach has not been cured within a 20 day period after
notice of such breach; or (iii) immediately if, in the reasonable judgment of
Xxxxxxxx Xxxxxxxx, the Sub-Adviser becomes unable to discharge its duties and
obligations under this Contract, including circumstances such as financial
insolvency of the Sub-Adviser or other circumstances that could adversely
affect the Fund. The Sub-Adviser may terminate this Contract at any time,
without the payment of any penalty, on 120 days written notice to Xxxxxxxx
Xxxxxxxx. This Contract will terminate automatically in the event of its
assignment or upon termination of the Advisory Contract as it relates to the
Fund.
10. Amendment of this Contract. No provision of this Contract 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. No amendment of this Contract shall be
effective until approved (i) by a vote of a majority of those trustees of the
Trust who are not parties to this Contract or interested persons of any such
party, and (ii) by a vote of a majority of the Fund's outstanding voting
securities (unless in the case of (ii), the Trust receives an SEC order or
no-action letter permitting it to modify the Contract without such vote).
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11. Governing Law. This Contract shall be construed in accordance with
the 1940 Act and the laws of the State of Delaware, without giving effect to
the conflicts of laws principles thereof. To the extent that the applicable
laws of the State of Delaware conflict with the applicable provisions of the
1940 Act, the latter shall control.
12. Miscellaneous. The captions in this Contract 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 Contract shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Contract shall not be
affected thereby. This Contract shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors. As used in this
Contract, 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
meaning 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
Contract 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 Contract 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 Xxxxxxxx Xxxxxxxx upon receipt of the
same at their respective addresses set forth below. All written notices
required or permitted to be given under this Contract will be delivered by
personal service, by postage mail - return receipt requested or by facsimile
machine or a similar means of same day delivery which provides evidence of
receipt (with a confirming copy by mail as set forth herein). All notices
provided to Xxxxxxxx Xxxxxxxx will be sent to the attention of Xxxxxxxx X.
Xxxxxxxxx, General Counsel. All notices provided to the Sub-Adviser will be
sent to the attention of Xxxxxx X. Xxxxxxx, compliance officer.
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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.
XXXXXXXX XXXXXXXX ASSET
MANAGEMENT INC.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attest:
By: By:
---------------------------- -------------------------------
Name: Name:
Title: Title:
INVISTA CAPITAL MANAGEMENT,
INC.
1900 Hub Tower
000 Xxxxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000
Attest:
By: By:
---------------------------- -------------------------------
Name: Name:
Title: Title:
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