For period ending July 31, 2016 Exhibit
77Q1
File number 811-8764
SUB-ADVISORY AGREEMENT
Agreement dated as of May 9, 2016 between UBS Asset
Management (Americas) Inc. ("UBS AM") (f/k/a UBS Global
Asset Management (Americas) Inc.), a Delaware corporation,
and Aviva Investors Americas LLC ("Sub- Adviser"), a
Delaware limited liability company (the "Agreement").
RECITALS
(1) UBS AM has entered into a Management
Agreement dated as of August 1, 2008 ("Management
Agreement"), with PACE(r) 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 PACE(r) Alternative Strategies
Investments ("Portfolio"); and
(2) UBS AM is authorized to retain one or more sub-
advisers to furnish certain investment advisory services to
UBS AM and the Portfolio;
(3) UBS AM desires to retain the Sub-Adviser to
furnish certain investment advisory services to UBS 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 AM and the Sub-Adviser
agree as follows:
1. Appointment. UBS AM hereby appoints the Sub-
Adviser as a discretionary 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
Trust's Board of Trustees (the "Board") and review by UBS
AM, and any written guidelines adopted by the Board or UBS
AM and provided to the 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 Portfolio's 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 Portfolio'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
and provided to the Sub-Adviser ("Registration Statement").
The Sub-Adviser, on each business day, shall provide UBS AM
and the Trust's custodian such information as UBS AM and
the Trust's custodian may reasonably request relating to all
transactions concerning the Portfolio or Segment. UBS AM
shall provide to the Sub-Adviser any additional information
that the Sub-Adviser may reasonable request to assist it in
managing the Portfolio or Segment.
UBS AM hereby designates and appoints the Sub-Adviser as
its and the Portfolio's limited purpose agent and attorney-in-
fact, without further prior approval of UBS AM (except as
expressly provided for herein or as may be required by law)
to make and execute, in the name and on behalf of the
Portfolio, all agreements, instruments and other documents
and to take all such other action which the Sub-Adviser
considers necessary or advisable to carry out its duties
hereunder. By way of example and not by way of limitation,
in connection with any purchase for the Portfolio or
Segment of securities or instruments that are not registered
under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), the Sub-Adviser shall have the full power
and authority, among other things, to: (i) commit to
purchase such securities for the Portfolio on the terms and
conditions under which such securities are offered; (ii)
execute such account opening and other agreements,
instruments and documents (including, without limitation,
purchase agreements, subscription documents, ISDA and
other swap and derivative documents), and make such
commitments, as may be required in connection with the
purchase and sale of such securities or instruments; (iii)
represent that the Portfolio is an "accredited investor" as
defined in Rule 501 (a) of Regulation D under the Securities
Act and a "Qualified Institutional Buyer" as defined in Rule
144A (a) (1) (i) under the Securities Act; and (iv) commit that
such securities will not be offered or sold by the Portfolio
except in compliance with the registration requirements of
the Securities Act or an exemption therefrom. This power-of-
attorney is a continuing power-of-attorney and shall remain
in full force and effect until revoked by UBS AM or the Trust
in writing, but any such revocation shall not affect any
transaction initiated prior to receipt by the Sub-Adviser of
such notice.
When investing in non-US securities, the Sub-Advisor is
responsible for identifying and complying with all applicable
laws and regulations of the jurisdiction in which the security
is traded to the extent applicable to Sub-Adviser and the
Portfolio. The Sub-Advisor shall use the degree of care,
diligence and skill that a reasonably prudent investment
manager would exercise under the circumstances not to
establish or add to existing positions in securities that are
subject to any applicable foreign ownership limits or levels
("FOL'') at a time when it is reasonably foreseeable that such
purchases will have to be sold due to FOL limits or levels
applicable on a stand-alone basis to the Segment or the
Portfolio.
(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. The parties acknowledge and
agree that the Sub-Adviser may, at its expense and in its
discretion, utilize personnel employed by affiliates of the
Sub-Adviser to perform services pursuant to this Agreement
by way of a "participating affiliate" agreement in accordance
with, and to the extent permitted by, the Act and the
Investment Advisers Act of 1940, as amended (the "Advisers
Act"), including the published interpretations thereof by the
SEC or its staff. Such participating affiliate agreement shall
subject the personnel providing such services to the Sub-
Adviser's compliance and other programs with respect to
their activities on behalf of the Portfolio or Segment. For the
avoidance of doubt, it is acknowledged and agreed that the
Sub-Adviser assumes full responsibility for all actions, and
any failure to act, by each person utilized by the Sub-Adviser
to perform services under this Agreement. The parties
further acknowledge and agree that the Sub-Adviser and/or
its participating affiliate may, in its discretion, utilize a third
party to perform administrative support services, provided
that the Sub-Adviser's use of such service provider does not
relieve the Sub-Adviser of any obligation under this
Agreement.
(c) Unless otherwise instructed by UBS 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 to the extent the Sub-Adviser receives the proxy
materials on a timely basis. 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, and if requested by UBS AM, a summary of
such Proxy Voting Policy for inclusion in the Trust's
registration statement, and will provide UBS 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 upon the request of
UBS AM or the Board, Sub-Adviser shall exercise the rights
incident to the securities held by the Portfolio or Segment in
the context of a bankruptcy or other reorganization. The
Sub-Adviser further agrees that it will keep UBS AM fully
informed about any such actions that it intends to take. Sub-
Adviser shall not be responsible for managing, monitoring or
conducting litigation (including class action or bankruptcy
proceedings) or other proceedings related to any investment
held or once held in the Portfolio or Segment and UBS AM
acknowledges and agrees that it, and any legal adviser of
UBS AM, shall remain solely responsible for the management
of such proceedings.
(e) 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-Adviser's 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 AM
or the Sub-Adviser, the Trust's principal underwriter, or any
affiliated person thereof, except in accordance with the
federal securities laws and the rules and regulations
thereunder. UBS AM will provide the Sub-Adviser with a list
of such affiliates and will update such list as necessary, and
the Sub-Adviser will only be responsible for complying with
such requirement to the extent it has been provided such
list. 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 AM recognizes
that in some cases this procedure may adversely affect the
results obtained for the Portfolio or Segment. UBS AM
acknowledges that the Sub-Adviser trades on a global basis
and manages accounts formed under and which are subject
to the rules of jurisdictions outside of the United States. As a
result, in order to comply with different regulatory
requirements, Sub-Adviser may be required to execute
trades for similar securities for other clients on different
markets or trading venues and it may not be possible to
aggregate trades or to obtain the same prices or terms for
the same trade.
Subject to the Sub-Adviser's obligations to seek best
execution, UBS 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 2A of the Sub-Adviser's 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 (the "1934 Act"), and
in compliance with Rules 17e-1 or 10f-3 under the 1940 Act
or other applicable rules and the Trust's 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 AM, the Portfolio or the Trust. In the event
Sub-Adviser becomes affiliated (as deemed under the
federal securities laws) with a broker-dealer during the term
of this Agreement, Sub-Adviser shall obtain the approval of
the Trust's Board of Trustees prior to commencement of
transactions with such broker-dealer on behalf of the
Portfolio or the Trust.
UBS 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 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. Sub-Adviser shall
effect such Cross Transactions in compliance with Rule
206(3)-2 under the Advisers Act, Rule 17a-7 under the 1940
Act, and any other applicable provisions of the federal
securities laws and shall provide UBS AM with periodic
reports describing such agency cross transactions. UBS AM
understands that the authority of 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 AM, and that the failure
to terminate such authorization will result in its
continuation.
(f) 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 to the extent required by the
Advisers Acts or the 1940 Act. 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; provided
that the Sub-Adviser shall be entitled to maintain copies of
such records to the extent required by law or regulation of
the Sub-Adviser's policies and procedures. 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 AM with such periodic and special
reports as the Board or UBS AM may reasonably request.
(g) At such times as shall be reasonably requested by
the Board or UBS AM, the Sub-Adviser will provide the Board
and UBS 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 AM any economic, statistical and
investment services that the Sub-Adviser normally makes
available to its institutional or other customers.
(h) In accordance with procedures adopted by the
Board, as amended from time to time, the Sub-Adviser shall
provide reasonable assistance to the Board and UBS AM in
the fair valuation of the portfolio securities in the Portfolio
or Segment for which the custodian is unable to obtain
prices in the ordinary course of business from an automated
pricing service. In such instances, the Sub-Adviser shall use
its reasonable efforts to arrange for the provision of a price
or prices from one or more parties independent of the Sub-
Adviser. In the event Sub-Adviser is unable to reasonably
obtain a price, Sub-Adviser shall provide a fair value proxy
recommendation. Notwithstanding any services or
assistance Sub-Adviser may provide in accordance with this
Section 2(h) with respect to arranging for the provision of
prices or providing valuation recommendations for Portfolio
or Segment securities, UBS AM acknowledges that they are
responsible for all pricing and valuation determinations.
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
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,
and any rule or regulation thereunder.
3. Further Duties. In all matters relating to the
performance of this Agreement, the Sub-Adviser will seek to
act in conformity with the Trust's Trust Instrument, By-Laws
and Registration Statement, the Trust's 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 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 AM agrees to provide to the
Sub-Adviser copies of the Trust's Trust Instrument, By-Laws,
Registration Statement, Trust's Compliance Procedures,
written instructions and directions of the Board and UBS AM,
and any amendments or supplements to any of these
materials as soon as practicable after such materials become
available. UBS AM further agrees to identify to the Sub-
Adviser in writing any broker-dealers that are affiliated with
UBS AM (other than UBS Financial Services Inc. and UBS
Asset Management (US) Inc.).
In order to assist the Trust and the Trust's 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-
Adviser's chief compliance officer and/or other 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-
Adviser's management of the Portfolio or Segment.
The Sub-Adviser shall promptly provide the Trust CCO with
copies of: (i) the Sub-Adviser's 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 CCO's performance of
the Trust CCO's responsibilities under Rule 38a-1 to review,
evaluate and report to the Trust's 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-Adviser's 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 promptly provide UBS AM with
information (including information that is required to be
disclosed in the Trust's 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 permitted by law or regulation, the Sub-
Adviser will promptly notify UBS AM of any pending
investigation, material litigation, administrative proceeding
or any other significant regulatory inquiry against the Sub-
Adviser.
The Sub-Adviser will cooperate promptly and fully with UBS
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 AM brought by any governmental or regulatory
authorities having appropriate jurisdiction (including, but not
limited to, the Securities and Exchange Commission ("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 AM (including any brokerage
commissions, transaction costs or pricing service) except as
otherwise specifically provided herein.
Upon request by UBS AM, Sub-Adviser agrees to reimburse
UBS AM or the Trust for costs associated with generating
and distributing any Registration Statement (as defined
herein) for when the Sub-Adviser is given a copy of a draft of
such Registration Statement reasonably in advance of the
deadline, is notified of the deadline, and fails to promptly
disclose to UBS AM facts then known to the Sub-Adviser or
its personnel that would require disclosure (or amendments
to disclosure) in the Fund's Registration Statement in time
for such disclosure or amendments to disclosure to be
included in such 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 AM, not the Portfolio, will pay to the Sub-Adviser a fee,
computed daily and payable monthly, at an annual rate of
___% 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-Adviser's 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) For those periods in which UBS AM has agreed to
waive all or a portion of its management fee, UBS AM may
ask the Sub-Adviser to waive the same proportion of its fees,
but the Sub-Adviser is under no obligation to do so.
(d) 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 AM in
connection with the matters to which this Agreement
relates, except a loss resulting from willful misfeasance, bad
faith or 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, the Trust's custodian. 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
Portfolio's being in violation of any applicable law or
regulation or investment policy or restriction applicable to
the Portfolio as a whole or for the Portfolio's 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 AM and
provided to the Sub-Adviser.
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 and UBS AM. 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 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 under the Advisers Act and
will provide UBS 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 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-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 UBS AM, the Sub-Adviser shall permit UBS AM, its
employees or its agents to examine the reports required to
be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) and
all other records relevant to the Sub-Adviser's code of ethics.
(c) The Sub-Adviser has provided UBS AM with a copy
of its Form ADV, as most recently filed with the SEC, and
promptly will furnish a copy of all amendments to UBS AM at
least annually.
(d) The Sub-Adviser will notify UBS 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 as soon after such change as possible.
(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 AM or any of
their respective affiliates in offering, marketing or other
promotional materials without the express written consent
of UBS AM.
(f) The Sub-Adviser hereby represents that it has
implemented policies and procedures that are reasonably
designed to prevent the disclosure by it, its employees or its
agents of the Trust's portfolio holdings to any person or
entity other than its participating affiliate, service providers,
UBS AM, the Trust's custodian, or other persons expressly
designated by UBS AM, except to the extent required by law
or regulation. The Sub-Adviser further represents that it, its
participating affiliate and any service provider receiving
portfolio holdings implemented policies and procedures to
prevent it, its employees and agents from trading on the
basis of any material non-public information provided by
UBS AM, the Trust, their affiliates or agents.
(g) the Sub-Adviser hereby represents, warrants and
agrees that: (1) it is registered with the Commodity Futures
Trading Commission (the "CFTC") as a commodity trading
advisor and is a member of the National Futures Association
(the "NFA") if required in light of the nature of its activities,
and will continue to be so registered, if required, for so long
as this Agreement remains in effect; (2) it will comply with
the Commodity Exchange Act (the "CEA") and the rules of
the CFTC and the NFA to the extent applicable; and (3) it will
provide all information reasonably required by UBS AM to
fulfill any disclosure and reporting obligations of UBS AM
with respect to the Portfolio under the CEA and the rules of
the CFTC and the NFA.
(h) The Sub-Adviser hereby represents and warrants
that it has (i) a sanctions policy in place and communicated
to all employees and (ii) adequate sanctions compliance
controls reasonably designed to ensure compliance with US,
UN, EU and Swiss sanctions laws and regulations and local
applicable sanctions laws (the "Sanctions Laws") The Sub-
Adviser further represents and warrants that (i) it will not
undertake investments or engage in activity that involves
either directly or indirectly countries, regimes, jurisdictions
or sanctioned parties (individuals / entities) subject to any
Sanctions Laws and (ii) will not invest in securities / issuers
mentioned on the "Sanctions Securities List (SSSL)" and the
list of "Companies Verifiably Involved in Controversial
Weapons (Ethix List)" provided by UBS and updated from
time to time.
UBS AM represents, warrants and agrees as follows:
(a) UBS AM (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 the Sub-Adviser of
the occurrence of any event that would disqualify UBS AM
from serving as an investment adviser of an investment
company pursuant to Section 9(a) of the 1940 Act or
otherwise.
(b) (i) This Agreement is the legal, valid and binding
agreement of UBS AM, enforceable against UBS AM in
accordance with its terms, (ii) the person signing this
Agreement is authorized by UBS AM to enter into this
Agreement, and (iii) UBS AM's execution of this Agreement
and the performance of its obligations hereunder do not
conflict with or violate any provisions of UBS AM's or the
Trust's governing documents, investment policies or
applicable law or any obligations by which UBS AM, the Trust
or the Portfolio is bound, whether arising by contract,
operation of law or otherwise.
(c) UBS AM acknowledges receipt of the Sub-Adviser's
written disclosure statement (Form ADV Part 2) required by
Rule 204-3 under the Advisers Act. By signing this
Agreement, UBS AM acknowledges its understanding and
approval of the Sub-Adviser's compliance policies and
procedures.
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 services to
others so long as its services under this Agreement are not
impaired thereby, including providing advice and taking
action for other clients, including clients receiving similar
services, that is the same as or different from advice given to
or actions taken for the Portfolio or Segment. 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
or to purchase or sell the same or similar assets for their own
accounts, subject to all applicable laws, regulations and Trust
policies and procedures relating to front running, xxxxxxx
xxxxxxx, self-dealing or similar trading restriction.
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 Portfolio's outstanding voting
securities, unless UBS AM has authority to enter into this
Agreement pursuant to exemptive relief from the SEC
without a vote of the Portfolio's 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
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 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; (i) on 120 days written notice to UBS 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 Portfolio's 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.
Notwithstanding the foregoing, the UBS AM and Sub-Adviser
agree that the Sub-Adviser may (i) disclose in marketing
materials and similar communications that the Sub-Adviser
has been engaged to manage assets of the Portfolio or
Segment pursuant to this Agreement; (ii) include
performance statistics regarding the Portfolio or Segment in
composite performance statistics regarding one or more
groups of Sub-Adviser's clients published or included in any
of the foregoing communications; and (iii) share information
to the extent required to perform services pursuant to this
Agreement, including with its third party administrative
services provider, affiliates, legal counsel, advisors, auditors,
agents, the Trust's custodian, and broker-dealers executing
transactions for the Portfolio or Segment, or as otherwise
reasonably required to perform its services hereunder
provided with respect to this subsection (iii) that each such
person is under an obligation, using procedures at least as
stringent as those the Sub-Adviser would use, to keep the
information confidential. UBS AM, the Portfolio, and the
Trust shall not disclose confidential information regarding
the Sub-Adviser acquired pursuant to the Sub-Adviser's
provision of services hereunder unless such disclosure is
expressly required by law or regulation, court order or
regulatory authority 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 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 AM and only so long as
UBS AM is Manager to the Trust and/or the Portfolio.
(b) It is understood that the name Aviva 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 Trust shall forthwith
cease to use such names (or derivatives or logo).
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 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, by facsimile machine, electronic email 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 AM will be sent to the attention of:
General Counsel, UBS Asset Management (Americas) Inc.,
0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000. All
notices provided to the Sub-Adviser will be sent to the
attention of: Chief Operating Officer, Aviva Investors
Americas LLC, 000 Xxxx Xxxxxx, Xxx. 0000, Xxxxxxx, XX
00000, email xxxx.xxxxxxx@xxxxxxxxxxxxxx.xxx, with copy
to Head of Legal at Aviva Investors Americas LLC, 000 Xxxx
Xxxxxx, Xxx. 0000, Xxxxxxx, XX 00000 email
xxxxx.xxxxxxxx@xxxxxxxxxxxxxx.xxx.
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 Asset Management
(Americas) Inc.
0000 Xxxxxx xx xxx
Xxxxxxxx
Xxxxxx: Xxx Xxxx, XX 00000
By:/s/ Xxxx Xxxxxxx By:/s/ Xxxxxxx XxxXxxxxx
Name: Xxxx Xxxxxxx Name: Xxxxxxx XxxXxxxxx
Title: Director Title: Executive Director
& Deputy GC
Aviva Investors Americas LLC
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxx: Xxxxxxx, XX 00000
By:____________ By:/s/ Xxxx Xxxxxxx
Name: Name: Xxxx Xxxxxxx
Title: Title: COO AIA LLC
