Exhibit No. 4(c)
INTERIM SUB-ADVISORY CONTRACT
Agreement made as of October 10, 2000 ("Contract") between XXXXXXXX
XXXXXXXX ASSET MANAGEMENT INC., a Delaware corporation ("Xxxxxxxx Xxxxxxxx"),
and XXXXXX XXXXXX INC., a New York corporation ("Sub-Adviser").
RECITALS
(1) Xxxxxxxx Xxxxxxxx has entered into an Interim Investment Management and
Administration Agreement, dated October 10, 2000 ("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"), with respect to the series of the Trust designated as PaineWebber Global
Equity Fund ("Series");
(2) Xxxxxxxx Xxxxxxxx wishes to retain the Sub-Adviser to furnish certain
investment advisory and administrative services to Xxxxxxxx Xxxxxxxx and the
Series; and
(3) 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 Series 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 for all or a designated portion of the assets
("Segment") of the Series, including investment research and discretionary
management with respect to all securities and investments and cash equivalents
in the Series or Segment. The Sub-Adviser will determine from time to time what
investments will be purchased, retained or sold by the Series or Segment. The
Sub-Adviser will be responsible for placing purchase and sell orders for
investments and for other related transactions for the Series or Segment. The
Sub-Adviser will be responsible for voting proxies of issuers of securities held
by the Series or Segment. The Sub-Adviser will provide services under this
Contract in accordance with the Series' 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 Series 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 Series 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
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 Series or Segment and its other clients and that the total commissions
paid by the Series or Segment will be reasonable in relation to the benefits to
the Series or Segment ver the long term. In no instance will portfolio
securities be purchased from or sold to Xxxxxxxx Xxxxxxxx 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 Series 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 Series 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 by
the Sub-Adviser 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 Series or Segment.
(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 transactions by the Sub-Adviser on behalf of the
Series or Segment, 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 Series
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 Series 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
Series 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 Series or Segment and make available to the
Board and Xxxxxxxx Xxxxxxxx any economic, statistical and investment services
that the Sub-Adviser normally makes generally available to its institutional or
other customers.
(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 in the Series or Segment and will use its reasonable
efforts to arrange for the provision of a price 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
Contract, the Sub-Adviser will seek to act in conformity with the Trust's Trust
Instrument, 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, Subchapter M of the Internal
Revenue Code of 1986, as amended ("the Code"), as applicable to regulated
investment companies, and all other federal and state laws and regulations
applicable to the Trust and the Series. Xxxxxxxx Xxxxxxxx agrees to provide to
the Sub-Adviser copies of the Trust's Trust Instrument, By-Laws,
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Registration Statement, written instructions and directions of the Board and
Xxxxxxxx Xxxxxxxx, and any order issued by the Securities and Exchange
Commission or other regulatory authority applicable to the Trust, the Series or
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). The Sub-Adviser's duty, if any, under this Contract to act in
conformity with any document, instruction, direction or guideline produced by
the Trust or Xxxxxxxx Xxxxxxxx shall not arise until it has been delivered to
the Sub-Adviser; and any changes to any of the foregoing will make due allowance
for the time within which the Sub-Adviser shall have to come into compliance.
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.
The Sub-Adviser shall not be responsible for any expenses incurred by the Trust,
the Series or Xxxxxxxx Xxxxxxxx.
5. COMPENSATION.
(a) For the services provided and the expenses assumed by the Sub-Adviser
pursuant to this Contract, Xxxxxxxx Xxxxxxxx, not the Series, will pay to the
Sub-Adviser a sub-advisory fee, computed daily and paid monthly, at an annual
rate of 0.35% of the average daily net assets up to and including $150 million,
0.30% of the average daily net assets above $150 million up to and including
$250 million, 0.25% of the average daily net assets above $250 million up to and
including $350 million, and 0.20% of the average daily net assets above $350
million of the Series or Segment (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 assets of the Series within the
Sub-Adviser's Segment. For purposes of computing this fee, (1) the average daily
net assets of the Series or Segment that are allocated to the management of the
Sub-Adviser are added to the average daily net assets of PACE International
Equity Investments (which is also sub-advised by the Sub-Adviser), (2) the fee
is applied to the aggregate daily net assets, and (3) the effective fee rate for
these aggregate daily net assets is applied to the assets of the Series or
Segment and the resulting amount is the amount payable by Xxxxxxxx Xxxxxxxx to
the Sub-Adviser under this Contract.
(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.
(d) For those periods in which Xxxxxxxx Xxxxxxxx has agreed to waive all or
a portion of its management fee, Xxxxxxxx Xxxxxxxx may ask the Sub-Adviser to
waive the same proportion of its fees payable hereunder, but the Sub-Adviser is
under no obligation to do so.
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6. LIMITATION OF LIABILITY.
(a) Neither the Sub-Adviser nor any of its officers, directors, employees
or agents shall be liable for any error of judgment or mistake of law or for any
loss suffered by the Series, 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 the
Sub-Adviser's part in the performance of its duties or from reckless disregard
by it of its obligations and duties under this Contract.
(b) In no event will the Sub-Adviser have any responsibilities for any
other series of the Trust, for any portion of the Series' investments not
managed by the Sub-Adviser or for the acts or omissions of any other adviser or
sub-adviser to the Trust or Series.
In particular, in the event the Sub-Adviser shall manage only a portion of
the Series' investments, the Sub-Adviser shall have no responsibility for the
Series' being in violation of any applicable law or regulation or investment
policy or restriction or instruction or direction applicable to the Series as a
whole or for the Series' failing to qualify as a regulated investment company
under the Code, if the securities and other holdings of the Segment managed by
the Sub-Adviser are such that (i) 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, or (ii) subsection (i)
above is inapplicable as a result of or pursuant to authority or permission
contained in written instructions or directions produced by the Trust or
Xxxxxxxx Xxxxxxxx, including, without limitation, written instructions or
directions that contemplate that the Series as a whole would not be in such
violation or fail to so qualify by virtue of the aggregation of the Segment with
one or more other portions of the Series.
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 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 and appropriate
procedures 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 fifteen days of the end of the
last calendar quarter of each year that this Contract is in effect,
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the president or a vice president or the general counsel 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
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 Xxxxxxxx Xxxxxxxx, the Sub-Adviser shall permit
Xxxxxxxx Xxxxxxxx, 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-Adviser's code of ethics.
(c) The Sub-Adviser has provided Xxxxxxxx Xxxxxxxx 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 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 or 25% limited partners, as applicable, and any changes in the key
personnel who are either the portfolio manager(s) of the Series or senior
management of the Sub-Adviser, in each case prior to, or promptly after, such
change.
8. REPRESENTATIONS OF XXXXXXXX XXXXXXXX. Xxxxxxxx Xxxxxxxx represents,
warrants agrees as follows:
(a) Xxxxxxxx Xxxxxxxx (i) has the authority to act on behalf of the Series
and the Trust and (ii) has the authority to enter into and to perform the
obligations contemplated by this Contract.
(b) Xxxxxxxx Xxxxxxxx has received a copy of the Sub-Adviser's Form ADV, as
most recently filed with the SEC, not less than 48 hours prior to its execution
of this Contract.
9. 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 long as its services under this Contract
are not materially 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 trustee, 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.
10. DURATION AND TERMINATION.
(a) This Contract shall become effective upon the day and year first
written above, provided that this Contract has been approved for the Series 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 ("Independent Trustees") cast
at a meeting called for the purpose of voting on such approval and in which the
Trustees may participate by any means of communication that allows all Trustees
participating to hear each other simultaneously during the meeting.
(b) Unless sooner terminated as provided herein, this Contract shall
continue in effect for a period of 150 days after the day and year first above
written.
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(c) Notwithstanding the foregoing, with respect to the Series, 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 Series on ten days' written notice to the Sub-Adviser and may
be terminated by the Sub-Adviser at any time, without the payment of any
penalty, on sixty days' written notice to Xxxxxxxx Xxxxxxxx. The Contract may
also be terminated, without payment of penalty, by Xxxxxxxx Xxxxxxxx (i) upon
material breach by the Sub-Adviser of any of the representations and warranties
set forth in Paragraph 7 of this Contract if such breach shall not have been
cured within a 20 day period after notice of such breach; or (ii) 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 the financial insolvency of the Sub-Adviser or other
circumstances that could adversely affect the Series. The Sub-Adviser may
terminate this Contract at any time, without the payment of any penalty, (i)
upon material breach by Xxxxxxxx Xxxxxxxx of any of the representations,
warranties and agreements set forth in Paragraph 8 of this Contract, if such
breach shall not have been cured within a 20 day period after notice of such
breach; or (ii) immediately if, in the reasonable judgement of the Sub-Adviser,
Xxxxxxxx Xxxxxxxx becomes unable to discharge its duties and obligations under
this Contract, including circumstances such as the financial insolvency of
Xxxxxxxx Xxxxxxxx. This Contract will terminate automatically in the event of
its assignment or upon termination of the Management Agreement, as it relates to
this Series.
11. 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 as to the
Series shall be effective until approved by vote of the Independent Trustees or
a majority of the Series' outstanding voting securities.
12. GOVERNING LAW. This Contract 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.
13. 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.
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14. 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 Xxxxxx X. X'Xxxxxxx, Deputy General
Counsel. All notices provided to the Sub-Adviser will be sent to the attention
of Xxxxx Xxxxxxx, Director-Client Services.
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.
00 Xxxx 00xx Xxxxxx
Xxxxxx: Xxx Xxxx, Xxx Xxxx 00000-0000
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. X'Xxxxxxx
------------------- -----------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxxx X. X'Xxxxxxx
Title: First Vice President Title: Deputy General Counsel
XXXXXX XXXXXX INC.
Saltire Court
00 Xxxxxx Xxxxxxx
Xxxxxx: Xxxxxxxxx, Xxxxxxxx XXX 0XX
By: /s/ J.M.C. Xxxxxxxxxx By: /s/ Xxxxx Xxxxxxx
--------------------- -----------------
Name: J.M.C. Xxxxxxxxxx Name: C.J.M. Xxxxxxx
Title: General Counsel Title: Director -
Client Services
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