SUB-ADVISORY AGREEMENT
Agreement made as of October 31, 1996 between XXXXXXXX XXXXXXXX ASSET
MANAGEMENT INC., a Delaware corporation ("Xxxxxxxx Xxxxxxxx"), and CHANCELLOR
LGT ASSET MANAGEMENT, INC. (formerly known as Chancellor Capital Management,
Inc. ("Chancellor")), a Delaware corporation ("Sub-Adviser" or "Chancellor LGT")
(the "Agreement").
RECITALS
(1) Xxxxxxxx Xxxxxxxx has entered into a Management Agreement dated
June 15, 1995 ("Management Agreement") with 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 the PACE
LARGE COMPANY GROWTH EQUITY INVESTMENTS ("Portfolio") series of the Trust; and
(2) Xxxxxxxx Xxxxxxxx entered into a Sub-Advisory Agreement dated as of
June 15, 1995 (the "Original Sub-Advisory Agreement") with Chancellor with
respect to the Portfolio, pursuant to which Chancellor agreed to furnish certain
investment advisory services;
(3) Effective October 31, 1996, Chancellor was acquired by Liechtenstein
Global Trust, AG, with the resulting organization to be known as Chancellor LGT
Asset Management, Inc. As a result of this transaction, the Original
Sub-Advisory Agreement between Xxxxxxxx Xxxxxxxx and Chancellor automatically
terminated; and
(4) Xxxxxxxx Xxxxxxxx and Chancellor LGT wish to enter into a new
Sub-Advisory Agreement embodying substantially the same terms and provisions as
the Original Sub-Advisory Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties 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.
-1-
2. DUTIES AS SUB-ADVISER.
(a) Subject to the supervision of and any guidelines adopted by the
Trust's Board of Trustees (the "Board"), the Sub-Adviser will provide a
continuous investment program for the Portfolio, including investment research
and management. The Sub-Adviser will determine from time to time what
investments will be purchased, retained or sold by the Portfolio. The
Sub-Adviser will be responsible for placing purchase and sell orders for
investments and for other related transactions. The Sub-Adviser will provide
services under this Agreement in accordance with the Portfolio's investment
objective, policies and restrictions as stated in the Portfolio's 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, the Sub-Adviser may, in its discretion, use brokers who
provide the Sub-Adviser with research, analysis, advice and similar services to
execute portfolio transactions, and the Sub-Adviser may pay to those brokers in
return for brokerage and research services a higher commission than may be
charged by other brokers, subject to the Sub-Adviser's determining in good faith
that such commission is reasonable in terms either of the particular transaction
or of the overall responsibility of the Sub-Adviser to the Portfolio and its
other clients and that the total commissions paid by the Portfolio 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 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 of the assets of the
Portfolio 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. Xxxxxxxx Xxxxxxxx
recognizes that in some cases this procedure may adversely affect the results
obtained for the Portfolio.
(c) The Sub-Adviser will maintain all books and records required to be
maintained by the Sub-Adviser 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, and will furnish the Board and Xxxxxxxx
Xxxxxxxx with such periodic and special reports as the Board or Xxxxxxxx
-2-
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 which it
maintains for the Portfolio and which 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 Portfolio's performance and make available to the Board and
Xxxxxxxx Xxxxxxxx any economic, statistical and investment services normally
available to institutional or other customers of the Sub-Adviser.
(e) In accordance with procedures adopted by the Board, as amended from
time to time, the Sub-Adviser is responsible for assisting in the fair valuation
of all portfolio securities and will use its reasonable efforts to arrange for
the provision of a price(s) from a party(ies) independent of the Sub-Adviser for
each portfolio security for which the custodian does not obtain prices in the
ordinary course of business from an automated pricing service.
3. FURTHER DUTIES. In all matters relating to the performance of this
Agreement, the Sub-Adviser will act in conformity with the Trust's Trust
Instrument, By-Laws and currently effective registration statement under the
1940 Act and any amendments or supplements thereto ("Registration Statement")
and with the written instructions and written directions of the Board and
Xxxxxxxx Xxxxxxxx and will comply with the applicable requirements of the 1940
Act, the Investment Advisers Act of 1940, as amended ("Advisers Act"), the
rules under each, Subchapter M of the Internal Revenue Code as applicable to
regulated investment companies, and all other applicable federal and state laws
and regulations. 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, and any
amendments or supplements to any of these materials as soon as practicable after
such materials become available; PROVIDED, HOWEVER, that the Sub-Adviser's duty
under this Agreement to act in conformity with any document, instruction or
guideline produced by the Trust or Xxxxxxxx Xxxxxxxx shall not arise until it
has been delivered to the Sub-Adviser. Any changes to the objectives, policies
and
-3-
restrictions 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
.30% of the Portfolio's average daily net assets (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.
(b) The fee shall be computed 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 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, 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 prorated according to the proportion which such period
bears to the full month in which such effectiveness or termination occurs.
6. LIMITATION OF LIABILITY. The Sub-Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the 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 its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement.
-4-
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.
(b) The Sub-Adviser has adopted a written code of ethics complying with
the requirements of Rule 17j-1 under the 1940 Act and will provide Xxxxxxxx
Xxxxxxxx and the Board with a copy of such code of ethics, together with
evidence of its adoption. Within 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 Xxxxxxxx Xxxxxxxx that the
Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous
year and that there has been no violation of the Sub-Adviser's code of ethics
or, if such a violation has occurred, that appropriate action was taken in
response to such violation. Upon the written request of Xxxxxxxx Xxxxxxxx, the
Sub-Adviser shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents or the
appropriate regulatory authority to examine the reports required to be made to
the Sub-Adviser by Rule 17j-1(c)(1) and all other records relevant to the
Sub-Adviser's code of ethics.
(c) The Sub-Adviser has provided Xxxxxxxx Xxxxxxxx with a copy of its Form
ADV as most recently filed with the Securities and Exchange Commission ("SEC")
and promptly will furnish a copy of all amendments to Xxxxxxxx Xxxxxxxx at least
annually.
(d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx of any change of control
of the Sub-Adviser, including any change of its general partners or 25%
shareholders, as applicable, and any changes in the key personnel who are either
the portfolio manager(s) of the Portfolio or senior management of the
Sub-Adviser, in each case prior to or promptly after such change.
-5-
8. SERVICES NOT EXCLUSIVE. The Sub-Adviser may act as an investment
adviser to any other person, firm or corporation, and may perform management and
any other services for any other person, association, corporation, firm or other
entity pursuant to any contract or otherwise, and take any action or do anything
in connection therewith or related thereto, except as prohibited by applicable
law; and no such performance of management or other services or taking of any
such action or doing of any such thing shall be in any manner restricted or
otherwise affected by any aspect of any relationship of the Sub-Adviser to or
with the Trust, Portfolio or Xxxxxxxx Xxxxxxxx or deemed to violate or give rise
to any duty or obligation of the Sub-Adviser to the Trust, Portfolio or Xxxxxxxx
Xxxxxxxx except as otherwise imposed by law or by this Agreement.
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, 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;
provided, however, that clause (ii) shall not apply when Xxxxxxxx Xxxxxxxx
enters into a sub-advisory agreemtn with a sub-adviser without such vote
pursuant to the terms of the SEC order received by the Trust.
(b) Unless sooner terminated as provided herein, this Agreement shall
continue in effect for one year from its effective date. Thereafter, if not
terminated, this Agreement shall continue for successive periods of twelve
months each, provided that such continuance is specifically approved at least
annually (i) by a vote of a majority of those trustees of the Trust who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and
(ii) by the Board or by vote of a majority of the outstanding voting securities
of the 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) immediately upon
-6-
material breach by the Sub-Adviser of any of the representations and warranties
set forth in Paragraph 7 of this Agreement; 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 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 Xxxxxxxx Xxxxxxxx. This Agreement will terminate
automatically in the event of its assignment or upon termination of the
Management Agreement.
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 which enforcement of the change, waiver,
discharge or termination is sought. No amendment of this Agreement shall be
effective until 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, 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 Delaware, without giving effect to the
conflicts of laws principles thereof. To the extent that the applicable laws of
the State of Delaware conflict with the applicable provisions of the 1940 Act,
the latter shall control.
12. MISCELLANEOUS. The captions in this 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
-7-
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 written notice herein required to be given to the
Sub-Adviser or Xxxxxxxx Xxxxxxxx shall be deemed to have been given upon receipt
of the same at their respective addresses set forth below.
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.
Attest: XXXXXXXX XXXXXXXX ASSET MANAGEMENT INC.
/s/ Xxxx X. Xxxxx 1285 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
By: /s/ Xxxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxxx X. Xxxx
Title: First Vice President
and Senior Associate
General Counsel
Attest: CHANCELLOR LGT ASSET MANAGEMENT, INC.
/s/ Xxxxxx X. Xxxxxxxx 1166 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
-8-
