Exhibit No. (6)(p)
FORM OF SUB-ADVISORY AGREEMENT
Agreement made as of October 10, 2000 between XXXXXXXX XXXXXXXX ASSET
MANAGEMENT INC. ("Xxxxxxxx Xxxxxxxx"), a Delaware corporation, and XXXXXX XXXXXX
INC. ("Sub-Adviser"), a New York corporation (the "Agreement").
RECITALS
(1) Xxxxxxxx Xxxxxxxx has entered into a Management Agreement dated
June 15, 1995 ("Management Agreement") with PaineWebber PACE Select Advisors
Trust (formerly known as Managed Accounts Services Portfolio Trust ("Trust")),
an open-end management investment company registered under the Investment
Company Act of 1940, as amended ("1940 Act"), with respect to PACE INTERNATIONAL
EQUITY INVESTMENTS ("Portfolio");
(2) Xxxxxxxx Xxxxxxxx desires to retain the Sub-Adviser to furnish
certain investment advisory and administrative services to Xxxxxxxx Xxxxxxxx
and the Portfolio; and
(3) The Sub-Adviser is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, 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 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 Trust's Board of
Trustees (the "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 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 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 ("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 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, 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 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
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 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
Portfolio 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
Portfolio 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 which it maintains for the
Portfolio are the property of the Trust, agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for
the Portfolio and that are required to be maintained by Rule 31a-1 under the
1940 Act, and further agrees to surrender promptly to the Trust any records
which it maintains for the Portfolio upon request by the Trust.
(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 Portfolio 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 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 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
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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 Portfolio.
Xxxxxxxx Xxxxxxxx agrees to provide to the Sub-Adviser copies of the Trust's
Trust Instrument, By-Laws, Registration Statement, written instructions and
directions of the Board and Xxxxxxxx Xxxxxxxx, any order issued by the
Securities and Exchange Commission or other regulatory authority applicable
to the Trust, the Portfolio 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 Agreement 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 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 Xxxxxxxx Xxxxxxxx.
5. COMPENSATION.
(a) For the services provided and the expenses assumed by the
Sub-Adviser pursuant to this Agreement, Xxxxxxxx Xxxxxxxx, not the Portfolio,
will pay to the Sub-Adviser a fee, computed daily and payable 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 Portfolio 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 the assets of the Portfolio
within the Sub-Adviser's Segment. Until such time as the proposed reorganization
of the Portfolio with PaineWebber Global Equity Fund becomes effective, this fee
will be computed as follows: (i) the average daily net assets of the Portfolio
are added to the average daily net assets of PaineWebber Global Equity Fund that
are allocated to the management of the Sub-Adviser, (ii) the fee is applied to
these aggregate daily net assets, and (iii) the effective fee rate for these
aggregate daily net assets is applied to the assets of the Portfolio 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 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.
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(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.
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 Portfolio, the Trust or its shareholders or by
Xxxxxxxx Xxxxxxxx in connection with the matters to which this Agreement
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 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 adviser or sub-adviser to
the Trust or Portfolio.
In particular, in the event the Sub-Adviser shall manage only a portion of
the Portfolio's investments, 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 or instruction or direction 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 (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 Portfolio 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 Portfolio.
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 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.
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(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 Agreement is in effect, 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 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 Portfolio 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 and agrees as follows:
(a) Xxxxxxxx Xxxxxxxx (i) has the authority to act on behalf of the
Portfolio and the Trust and (ii) has the authority to enter into and to perform
the obligations contemplated by this Agreement.
(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 Agreement.
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 Agreement
are not materially 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.
10. 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
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Xxxxxxxx Xxxxxxxx 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 60 days'
written notice to the Sub-Adviser. This Agreement 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 of the representations, warranties and agreements set forth in Paragraph
7 of this Agreement, if such breach shall not have 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 Agreement, including circumstances such as the
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
Xxxxxxxx Xxxxxxxx; (ii) upon material breach by Xxxxxxxx Xxxxxxxx of any of the
representations, warranties and agreements set forth in Paragraph 8 of this
Agreement, if such breach shall not have been cured within a 20 day period after
notice of such breach; or (iii) immediately if, in the reasonable judgement of
the Sub-Adviser, Xxxxxxxx Xxxxxxxx becomes unable to discharge its duties and
obligations under this Agreement, including circumstances such as the financial
insolvency of Xxxxxxxx Xxxxxxxx. This Agreement will terminate automatically in
the event of its assignment or upon termination of the Management Agreement, as
it relates to this Portfolio.
11. 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).
12. 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.
13. 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
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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.
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 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
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.
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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.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attest:
By: By:
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Name: Name:
Title: Title:
XXXXXX XXXXXX INC.
Saltire Court
00 Xxxxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxx XXX 0XX
Attest:
By: By:
------------------- -----------------------
Name: Name:
Title: Title:
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