SUB-ADVISORY AGREEMENT
Agreement made as of May 31, 2016 between UBS Asset
Management Americas) Inc. (UBS AM), a Delaware corporation,
and Xxxxx Global Partners LTD (Sub-Adviser), an English company
(the Agreement).
RECITALS
(1) UBS AM has entered into a Management Agreement dated
as of August 1, 2008 (Management Agreement) with 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 PACE International Fixed
Income Investments (Portfolio);
(2) UBS AM desires to retain the Sub-Adviser to furnish certain
investment advisory services to UBS AM and the Portfolio, and in
doing so UBS 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 AM and the Sub-Adviser agree as follows:
1. Appointment. UBS 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 Trusts Board of
Trustees (the Board) and review by UBS AM, and any written
guidelines adopted by the Board or UBS 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 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 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 AM with such periodic and special
reports as the Board or UBS 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 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.
(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.
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 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 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 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 AM (other than UBS Financial Services
Inc. and UBS Asset Management (US) Inc.).
4. 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 AM.
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-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.
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 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 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 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 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 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 and all other records relevant to the
Sub-Advisers code of ethics.
(c) The Sub-Adviser has provided UBS 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 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 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 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 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.
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 consummation
of a transaction with the Sub-Adviser resulting in a change in
control, 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 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 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, on 120 days written notice to UBS 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 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 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 Asset Management (Americas)
Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attest:
By:/s/ Xxxx Xxxxxxx By:/s/ Xxxxxxx XxxXxxxxx
Name: Xxxx Xxxxxxx Name: Xxxxxxx XxxXxxxxx
Title: Director Title: Executive Director &
Deputy General Counsel
Xxxxx Global Partners LTD
Sion Hall
56 Victoria Embankment
Xxxxxx, XX0X 0XX, Xxxxxxx
Attest:
By: By:/s/ Xxxxx Xxxxxx
Name: Name: Xxxxx Xxxxxx
Title: Title: Director
