For period ending July 31, 2006 UBS PACE Select Advisors Trust
File number 811-8764 Exhibit 77Q1
A. A copy of the Investment Management and Administration Agreement
dated April 1, 2006 between the Advisor and the Registrant and the
Sub-Advisory Agreements dated April 1, 2006 between the Advisor and
each Sub-Advisor on behalf of UBS PACE Select Advisors Trust: UBS
PACE Government Securities Fixed Income Investments; UBS PACE
Intermediate Fixed Income Investments; UBS PACE Strategic Fixed
Income Investments; UBS PACE Municipal Fixed Income Investments,
UBS PACE Global Fixed Income Investments, UBS PACE Large Co Value
Equity Investments; UBS PACE Large Co Growth Equity Investments; UBS
PACE Small/Medium Co Value Equity Investments; UBS PACE Small/Medium
Co Growth Equity Investments; UBS PACE International Equity
Investments; UBS PACE International Emerging Markets Equity
Investments; UBS PACE High Yield Investments and UBS PACE
Alternative Strategies Investments were filed with the Securities
and Exchange Commission as exhibits to a filing on Form N-1A on
April 3, 2006 and are hereby incorporated by reference in response
to this sub-item. (Post-Effective Amendment No. 22;
Exhibits 99.(4) (a), (b), (c), (d), (e), (f), (g), (h), (i),
(j), (k), (l), (m), (n), (o), (p), (q), (r), (s), (t), (u),
(v), (w), (x) (y) (x) and (aa);
Accession Number: 0001047469-06-004472;
File Nos. 033-87254 and 811-8764).
_________________________________________________________________________
B. UBS PACE Small/Medium Co Growth Equity Investments
A new Sub-Advisory Agreement was entered into with ForstmannLeff
LLC as a result of a change in control. A copy of the Sub-Advisory
Agreement is attached below.
SUB-ADVISORY AGREEMENT
Agreement made as of April 28, 2006 between UBS GLOBAL
ASSET MANAGEMENT (AMERICAS) INC. (UBS Global Americas), a
Delaware corporation, and FORSTMANNLEFF LLC (SubAdviser), a
Delaware limited liability company (the Agreement).
RECITALS
(1) UBS Global Americas has entered into a Management Agreement
dated April 1, 2006 (Management Agreement), with UBS 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 UBS PACE Small/Medium Co Growth Equity
Investments (Portfolio); and
(2) UBS Global Americas is authorized to retain one or more
sub-advisers to furnish certain investment advisory services to
UBS Global Americas and the Portfolio; and
(3) UBS Global Americas desires to retain the Sub-Adviser to
furnish certain investment advisory services to UBS Global Americas
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 Global Americas and the Sub-Adviser
agree as follows:
1. Appointment. UBS Global Americas hereby appoints the
Sub Adviser as an investment subadviser with respect to the Portfolio
or Segment for the period and on the terms set forth in this Agreement.
The SubAdviser 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 Global Americas, and any
written guidelines adopted by the Board or UBS Global Americas,
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 SubAdviser 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 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 SubAdviser 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 it will be responsible for voting proxies
of issuers of securities held by the Portfolio or Segment. 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), and that shall be
acceptable to the Board. 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 SubAdviser 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 SubAdviser 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 Advisers
determination in good faith that such commission is reasonable in
terms either of the particular transaction or of the overall
responsibility of the SubAdviser 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 Global Americas 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 SubAdviser or its
affiliates. Whenever the SubAdviser 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
Global Americas recognizes that in some cases this procedure may
adversely affect the results obtained for the Portfolio or Segment.
Subject to the Sub-Advisers obligations to seek best execution,
UBS Global Americas 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 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 II of the Sub-Advisers 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. 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 Global Americas, the Portfolio or the Trust.
UBS Global Americas 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 Global Americas, 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.
(e) The SubAdviser will maintain all books and records required to be
maintained pursuant to Rule 31a-1(b)(2)(ii), (3), (5), (6), (7), (9)
and (10) under the 1940 Act and the rules and regulations promulgated
thereunder with respect to transactions by the SubAdviser on behalf
of the Portfolio or Segment, and will furnish the Board and UBS Global
Americas with such periodic and special reports as the Board or UBS
Global Americas reasonably may request. In compliance with the
requirements of Rule 31a3 under the 1940 Act, the Sub Adviser hereby.
agrees that all records which it maintains for the Portfolio or Segment
are the property of the Trust, agrees to preserve for the periods
prescribed by Rule 31a2 under the 1940 Act any records that it maintains
for the Portfolio or Segment and that are required to be maintained by
Rule 31a1 under the 1940 Act, and further agrees to surrender promptly
to the Trust any records which it maintains for the Portfolio or Segment
upon request by the Trust.
(f) At such times as shall be reasonably requested by the Board or
UBS Global Americas, the Sub Adviser will provide the Board and UBS
Global Americas 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 Global Americas any
economic, statistical and investment services that the Sub-Adviser normally
makes available to its institutional or other customers.
(g) In accordance with procedures adopted by the Board, as
amended from time to time, the SubAdviser 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
Global Americas; 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 Global Americas agrees to provide to the SubAdviser
copies of the Trusts Trust Instrument, ByLaws, Registration Statement,
written instructions and directions of the Board and UBS Global Americas,
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 Global Americas (other than UBS Financial Services Inc.).
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 Global Americas.
5. Compensation.
(a) For the services provided and the expenses assumed by the Sub Adviser
pursuant to this Agreement, UBS Global Americas, not the Portfolio, will
pay to the Sub Adviser a fee, computed daily and payable monthly, at an
annual rate of 0.45% up to $100 million and 0.40% on assets in excess of
$100 million 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 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 Global Americas 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 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.
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
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 Global Americas 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 17j1 under the 1940 Act and will provide
UBS Global Americas 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 SubAdviser shall certify to
UBS Global Americas that the SubAdviser has complied with the requirements
of Rule 17j1 during the previous year and that there has been no
material violation of the SubAdvisers 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 Global
Americas, the Sub Adviser shall permit UBS Global Americas, its employees
or its agents to examine the reports required to be made by the Sub Adviser
pursuant to Rule 17j-1.
(c) The Sub Adviser has provided UBS Global Americas 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 Global
Americas at least annually.
(d) The Sub Adviser will notify UBS Global Americas of any
change of control of the SubAdviser, 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 SubAdviser, in each case prior to or
promptly after such change.
(e) UBS Global Americas and the Sub-Adviser agree that neither of them nor
any of their affiliates, will in any way refer directly or indirectly to
their relationship with one another or any of their respective affiliates
in offering, marketing or other promotional materials without the express
written consent of the other, which consent will be promptly provided and
not unreasonably withheld.
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 the
anticipated transaction involving a change in control of the Sub-Advisor
resulting in the automatic termination of the prior agreement between the
parties hereto, 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 Global Americas
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 SubAdviser. This Agreement may also be
terminated, without the payment of any penalty, by UBS Global Americas:
(i) upon 120 days written notice to the SubAdviser; (ii) upon material
breach by the SubAdviser 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 Global Americas, the SubAdviser
becomes unable to discharge its duties and obligations under this Agreement,
including circumstances such as financial insolvency of the SubAdviser 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 Global Americas. 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 Global
Americas 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 provides evidence of receipt (with a confirming
copy by mail as set forth herein). All notices provided to UBS Global
Americas will be sent to the attention of: General Counsel, UBS Global
Asset Management (Americas) Inc., 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000.
All notices provided to the Sub-Adviser will be sent to the attention
of: Chief Operating Officer, ForstmannLeff LLC, 000 Xxxxxxx Xxxxxx,
Xxx Xxxx, XX 00000 (fax 000-000-0000).
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:
UBS GLOBAL ASSET
MANAGEMENT (AMERICAS) INC.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
By: /s/ Xxxx Xxxxxxx _____
Name: Xxxx Xxxxxxx
Title: Director & Associate GC
By: ___/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Executive Director & Sr. Assoc GC
Attest:
FORSTMANNLEFF LLC
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
By: _/s/ Xxxxxxx Xxxxxxx_____________
Name: Xxxxxxx Xxxxxxx_
Title: Chief Compliance Officer
By: /s/_Xxxx X. Xxxxxx___
Name: Xxxx X. Xxxxxx
Title: CCO / CFO________________________________________________________
C. UBS PACE Small/Medium Co Value Equity Investments
A new Sub-Advisory Agreement was entered into with
Metropolitan West Capital Management, LLC as a result of a
change in control. A copy of the Sub-Advisory Agreement
is attached below.
SUB-ADVISORY AGREEMENT
Agreement made as of May 30, 2006 between
UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC. (UBS Global Americas),
a Delaware corporation, and METROPOLITAN WEST CAPITAL MANAGEMENT,
LLC (SubAdviser), a California limited liability company (the Agreement).
RECITALS
(1)UBS Global Americas has entered into a Management Agreement
dated April 1, 2006 (Management Agreement), with UBS 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 UBS PACE Small/Medium Co Value Equity
Investments (Portfolio).
(2) UBS Global Americas desires to retain the Sub-Adviser to furnish
certain investment advisory services to UBS Global Americas and the
Portfolio or a designated portion of the assets (Segment) of 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, UBS Global Americas and the Sub-Adviser
agree as follows:
1 Appointment. UBS Global Americas hereby appoints the SubAdviser
as an investment subadviser with respect to the Portfolio or Segment
for the period and on the terms set forth in this Agreement. The
SubAdviser accepts that appointment and agrees to render the
services herein set forth, for the compensation herein provided.
2. Duties as SubAdviser.
(a) Subject to the supervision and direction of the Trusts Board
of Trustees (the Board) and review by UBS Global Americas, and
any written guidelines adopted by the Board or UBS Global Americas,
the SubAdviser 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 SubAdviser will determine
from time to time what investments will be purchased, retained or sold
by the Portfolio or Segment. The SubAdviser 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 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 SubAdviser 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 it will be responsible
for voting proxies of issuers of securities held by the Portfolio or
Segment. 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), and that shall be acceptable to the Board. 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, 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 SubAdviser 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 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 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 Global Americas 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 to
be equitable over time to each account. UBS Global Americas recognizes
that in some cases this procedure may adversely affect the results
obtained for the Portfolio or Segment.
Subject to the Sub-Advisers obligations to seek best
..execution, UBS Global Americas 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
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 II of the Sub-Advisers 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. 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 Global Americas, the Portfolio or the Trust.
UBS Global Americas 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 Global Americas, 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.
(e) The Sub Adviser will maintain all books and records required
to be maintained pursuant to Rule 31a-1(b)(2)(ii), (3), (5), (6), (7), (9) and
(10) under 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 Global Americas with such periodic
and special reports as the Board or UBS Global Americas reasonably may
request.
In compliance with the requirements of Rule 31a3 under the 1940 Act, the
Sub Adviser hereby agrees that all records which it maintains for the Portfolio
or Segment 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 or Segment and that are required to be maintained by
Rule 31a1 under the 1940 Act, and further agrees to surrender promptly
to the Trust any records which it maintains for the Portfolio or Segment
upon request by the Trust.
(f) At such times as shall be reasonably requested by the Board or UBS Global
Americas, the Sub Adviser will provide the Board and UBS Global Americas 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 Global Americas any economic, statistical and investment
services that the Sub-Adviser normally makes available to its institutional or
other customers.
(g) 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 Global Americas;
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 Global
Americas 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 Global Americas, 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 Global Americas
(other than UBS Financial Services Inc.).
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 Global Americas.
5. Compensation.
(a) For the services provided and the expenses assumed by the Sub Adviser
pursuant to this Agreement, UBS Global Americas, not the Portfolio, will
pay to the Sub Adviser a fee, computed daily and payable monthly, at an
annual rate of 0.40% 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 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.
7. 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 Global Americas 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
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.
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
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
Global Americas
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 17j1 under the 1940 Act and will provide UBS Global
Americas 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 Global Americas that the Sub
Adviser has complied with the requirements of Rule 17j1 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 Global
Americas, the Sub Adviser shall permit UBS Global Americas, 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 Global Americas 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 Global
Americas at least annually.
(d) The Sub Adviser will notify UBS Global Americas 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) UBS Global Americas and the Sub-Adviser agree that neither of them
nor any of their affiliates, will in any way refer directly or indirectly
to their relationship with one another or any of their respective affiliates
in offering, marketing or other promotional materials without the express
written consent of the other, which consent will be promptly provided and
not unreasonably withheld.
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 the
anticipated transaction involving a change in control of the Sub-Advisor
resulting in the automatic termination of the prior agreement between the
parties hereto, 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 Global Americas
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 Global Americas:
(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 Global Americas, 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 Global Americas. 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 Global Americas 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 provides
evidence of receipt (with a confirming copy by mail as set forth herein).
All notices provided to UBS Global Americas will be sent to the attention
of: General Counsel, UBS Global Asset Management (Americas) Inc.,
00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000. All notices provided to the
Sub-Adviser will be sent to the attention of: Xx. Xxxx X. Xxxxxxxx,
President, Metropolitan West Capital Management, LLC, 000 Xxxxxxx Xxxxxx
Xxxxx, Xxxxx 0000, Xxxxxxx Xxxxx, XX 00000 (fax: 000-000-0000).
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:
UBS GLOBAL ASSET
MANAGEMENT (AMERICAS) INC.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
By: /s/ Xxxx Xxxxxxx ______
Name: Xxxx Xxxxxxx
Title: Director & Assoc. Gen
Counsel By: ___/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Executive Director & Sr.
Assoc. Gen. Counsel
Attest:
METROPOLITAN WEST CAPITAL MANAGEMENT, LLC
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx Xxxxx, XX 00000
By: ___/s/ Xxxxxx Xxxxxx______
Name: Xxxxxx Xxxxxx
Title: Executive Assistant
By:
_/s/ Xxxx X. Xxxxxxxx___________
Name: Xxxx X. Xxxxxxxx
Title: President
______________________________________________________________________________
D. UBS PACE Large Co Value Equity Investments
A new Sub-Advisory Agreement was entered into with Institutional
Capital, LLC as a result of a change in control. A copy of the
Sub-Advisory Agreement is attached below.
SUB-ADVISORY AGREEMENT
Agreement made as of June 30, 2006 between UBS GLOBAL ASSET MANAGEMENT
(AMERICAS) INC. (UBS Global Americas), a Delaware corporation, and
INSTITUTIONAL CAPITAL LLC (Sub-Adviser), a Delaware LLC (the Agreement).
RECITALS.
(1) UBS Global Americas has entered into a Management Agreement dated
April 1, 2006 (Management Agreement) with UBS 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 UBS PACE LARGE CO VALUE EQUITY INVESTMENTS (Portfolio);
and
(2) UBS Global Americas desires to allocate the portfolio investments
of the Portfolio between Segments, and to retain the Sub-Adviser to
furnish certain investment advisory services with respect to one
segment (Segment) of the investments of 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, UBS Global Americas and the Sub-Adviser
agree as follows:
1. Appointment. UBS Global Americas hereby appoints the Sub-Adviser
as an investment sub-adviser with respect to one Segment of the
Portfolios investments 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 Global Americas, and any
written guidelines adopted by the Board or UBS Global Americas, the
Sub-Adviser will provide a continuous investment program with respect
to its Segment of the Portfolios investments, including investment
research and discretionary management to all securities and investments a
nd cash equivalents in the Portfolio allocated by UBS Global Americas
to the Sub-Advisers Segment of the Portfolios investments.
The Sub-Adviser will determine from time to time what investments
will be purchased, retained or sold by the Portfolio in its Segment
of the Portfolios investments. The Sub-Adviser will be responsible
for placing purchase and sell orders for investments and for other related
transactions with respect its Segment of the Portfolio. The Sub-Adviser
will be responsible for voting proxies of issuers of securities held by the
Sub-Advisers Segment of the Portfolio. 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 S
ubchapter 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 Portfolios Prospectus and 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 attempt to 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 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
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 Global Americas 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 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 Global Americas recognizes
that in some cases this procedure may adversely affect the results
obtained for the Portfolio.
(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, and will furnish the Board and UBS Global
Americas with such periodic and special reports as the Board or UBS
Global Americas 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.
(e) At such times as shall be reasonably requested by the Board or
UBS Global Americas, the Sub-Adviser will provide the Board and UBS
Global Americas with economic and investment analyses and reports as
well as quarterly reports setting forth the performance of the Sub-Advisers
Segment of the Portfolios investments and make available to the Board and
UBS Global Americas 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 Sub-Advisers Segment
of the Portfolio 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 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 Global Americas; 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 Global Americas 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 Global Americas,
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 Global Americas (other than UBS
Financial Services Inc.).
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 Global Americas.
5. Compensation.
(a) For the services provided and the expenses assumed by the Sub-Adviser
pursuant to this Agreement, UBS Global Americas, not the Portfolio, will
pay to the Sub-Adviser a fee, computed daily and payable monthly, at an
annual rate of 0.30% of the Portfolios average daily net assets 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. Under
this fee agreement, the Sub-Adviser will receive fees based on the
value of portfolio assets under its management as these assets have
been allocated to it by UBS Global Americas.
(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 Global Americas has agreed to waive all or
a portion of its management fee, UBS Global Americas 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 Global Americas 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.
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 Global
Americas 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 Global Americas 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 Global Americas 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-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 Global Americas,
the Sub-Adviser shall permit UBS Global Americas, 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 Global Americas 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 Global Americas at least annually.
(d) The Sub-Adviser shall provide notice to UBS Global Americas
within a reasonable time after being informed or learning of the
death or withdrawal of any if its partners, upon the admission of
any new partners or upon any other change in its membership.
(e) The Sub-Adviser will notify UBS Global Americas 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.
(f) 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 Global
Americas or any of their respective affiliates in offering,
marketing or other promotional materials without the express
written consent of UBS Global Americas.
8. Representation of UBS Global Americas. UBS Global Americas
represents that (i) the Trust was duly organized as a Delaware
business trust under the laws of Delaware, (ii) the appointment
of the Sub-Adviser has been duly authorized and (iii) the Trust
has acted and will continue to act in conformity with the 1940 Act
and other applicable laws.
9. 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.
10. Duration and Termination.
(a) This Agreement shall become effective upon the consummation
of the anticipated transaction involving a change in control of
the Sub-Advisor resulting in the automatic termination of the prior
agreement between the parties hereto, 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 Portfolios
outstanding voting securities, unless UBS Global Americas 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 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 30 days written notice to the
Sub-Adviser. This Agreement may also be terminated, without the
payment of any penalty, by UBS Global Americas: (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 Global
Americas, 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 Global Americas. 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 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 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).
12. 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.
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 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 UBS Global Americas
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 provides evidence of receipt (with a confirming copy by mail as
set forth herein). All notices provided to UBS Global Americas will be
sent to the attention of its General Counsel. All notices provided to the
Sub-Adviser will be sent to the attention of Xxxxxx X. Xxxxxx,
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.
Attest:
UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
By: /s/ Xxxx Xxxxxxx__________Xx: /s/ Xxxxx X. Xxxxxx
Name: Xxxx Xxxxxxx
Name: Xxxxx X. Xxxxxx
Title: Director & Assoc. Gen
Counsel Title: Executive Director & Sr.
Gen Counsel
Attest:INSTITUTIONAL CAPITAL LLC
000 Xxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
By: /s/ Xxxxxx X. Xxxxxx
By: ___/s/ Xxxxxx X. Xxxxxx_____________
Name: Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
Title: Executive Vice President
E. UBS PACE Select Advisors Trust
A revised Investment Management and Administration Agreement was
entered into between the Advisor and the Registrant. A copy of
the Investment Management and Administration Agreement is attached
below.
INVESTMENT MANAGEMENT AND ADMINISTRATION AGREEMENT
THIS AGREEMENT made as of April 1, 2006 and amended as of
August 1, 2006 between UBS PACE SELECT ADVISORS TRUST, a Delaware
statutory trust (Trust), and UBS GLOBAL ASSET MANAGEMENT
(AMERICAS) INC. (UBS Global Americas), a Delaware corporation
registered as an investment adviser under the Investment
Advisers Act of 1940, as amended (Advisers Act).
WHEREAS, the Trust is registered under the Investment
Company Act of 1940, as amended (1940 Act), as an
open-end management investment company, and intends to
offer for public sale distinct series of shares of
beneficial interest (each a Portfolio); and
WHEREAS, the Trust desires to retain UBS Global Americas as
investment manager and administrator to furnish certain
administrative, investment advisory and management services
to the Trust and each Portfolio as now exists and as
hereafter may be established, and UBS Global Americas is
willing to furnish such services; and
WHEREAS, the Trust desires and intends to have one or more
investment advisers (Sub-Advisers) provide investment advisory
and portfolio management services with respect to the Portfolios
other than any Portfolios managed by UBS Global Americas;
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, it is agreed between the parties
hereto as follows:
1. Appointment. The Trust hereby appoints UBS Global Americas as
investment manager and administrator of the Trust and each
Portfolio for the period and on the terms set forth in this
Agreement. UBS Global Americas accepts such appointment and
agrees to render the services herein set forth, for the
compensation herein provided.
2. Duties as Investment Manager for UBS PACE Money Market Investments.
(a) Subject to the supervision of the Trusts
Board of Trustees (Board), UBS Global Americas will
provide a continuous investment program for UBS PACE Money
Market Investments, including investment research and management.
UBS Global Americas will determine from time to time what securities
and other investments will be purchased, retained or sold by UBS PACE
Money Market Investments. UBS Global Americas will be responsible
for placing purchase and sell orders for investments and for
other related transactions. UBS Global Americas will provide
services under this Agreement in accordance with UBS PACE
Money Market Investments investment objective, policies and
restrictions as stated in the Trusts Registration Statement
as it applies to UBS PACE Money Market Investments.
(b) UBS Global Americas agrees that in placing
orders with brokers, it will attempt to obtain the best net result
in terms of price and execution. In no instance will portfolio
securities be purchased from or sold to UBS Global Americas or any
affiliated person thereof, except in accordance with the federal
securities laws and the rules and regulations thereunder. UBS
Global Americas may aggregate sales and purchase orders of the
assets of the Portfolio with similar orders being made
simultaneously for other accounts advised by UBS Global
Americas or its affiliates. Whenever UBS Global Americas
simultaneously places orders to purchase or sell the same
security on behalf of UBS PACE Money Market Investments and
one or more other accounts advised by UBS Global Americas,
such orders will be allocated as to price and amount among
all such accounts in a manner believed to be equitable to
each account. The Trust recognizes that in some cases this
procedure may adversely affect the results obtained for UBS
PACE Money Market Investments.
(c) UBS Global Americas will maintain all books and records
required to be maintained by UBS Global Americas pursuant to
the 1940 Act and the rules and regulations promulgated
thereunder with respect to transactions on behalf of UBS
PACE Money Market Investments, and will furnish the Board with
such periodic and special reports as the Board reasonably may
request. In compliance with the requirements of Rule 31a-3
under the 1940 Act, UBS Global Americas hereby agrees that all
records which it maintains for the Trust and UBS PACE Money Market
Investments 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 Trust 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 Trust upon request by the
Trust.
(d) At such times as shall be reasonably requested by the Board,
UBS Global Americas will provide the Board with economic and
investment analyses and reports as well as quarterly reports
setting forth the performance of UBS PACE Money Market Investments
and make available to the Board any economic, statistical and
investment services normally available to institutional or
other customers of UBS Global Americas.
(e) In accordance with procedures adopted by the Board, as
amended from time to time, UBS Global Americas is responsible
for assisting in the fair valuation of all portfolio securities
and will arrange for the provision of a price(s) from a
party(ies) independent of UBS Global Americas for each portfolio
security for which the custodian does not obtain prices in the
ordinary course of business from an automated pricing service.
3. Duties as Investment Manager to Other PACE Portfolios;
Appointment of Sub-Advisers.
(a) Subject to the supervision and direction of the Board, UBS
Global Americas will provide to the Trust investment management
evaluation services principally by performing initial reviews of
prospective Sub-Advisers for each Portfolio other than UBS PACE
Money Market Investments and supervising and monitoring performance
of the Sub-Advisers thereafter. UBS Global Americas agrees to
report to the Trust results of its evaluation, supervision and
monitoring functions and to keep certain books and records of the
Trust in connection therewith. UBS Global Americas further
agrees to communicate performance expectations and evaluations
to the Sub-Advisers, and to recommend to the Trust whether
agreements with Sub-Advisers should be renewed, modified or
terminated.
(b) UBS Global Americas is responsible for informing the
Sub-Advisers of the investment objective(s), policies and
restrictions of the Portfolio(s) for which the Sub-Adviser is
responsible, for informing or ascertaining that it is aware of
other legal and regulatory responsibilities applicable to the
Sub-Adviser with respect to the Portfolio(s) for which the
Sub-Adviser is responsible, and for monitoring the Sub-Advisers
discharge of their duties; but UBS Global Americas is not
responsible for the specific actions (or inactions) of a
Sub-Adviser in the performance of the duties assigned to it.
(c) With respect to each Portfolio other than UBS PACE
Money Market Investments, UBS Global Americas shall enter
into an agreement (Sub-Advisory Agreement) with a
Sub-Adviser in substantially the form attached hereto
as Exhibit I.
(d) UBS Global Americas shall be responsible
for the fees payable to and shall pay the Sub-Adviser of each
Portfolio the fee as specified in the Sub-Advisory Agreement
relating thereto.
4. Duties as Administrator. UBS Global Americas will
administer the affairs of the Trust and each Portfolio
subject to the supervision of the Board and the following
understandings:
(a) UBS Global Americas will supervise all aspects of the
operations of the Trust and each Portfolio, including
oversight of transfer agency, custodial and accounting
services, except as hereinafter set forth; provided, however,
that nothing herein contained shall be deemed to relieve or
deprive the Board of its responsibility for and control of
the conduct of the affairs of the Trust and each Portfolio.
(b) UBS Global Americas shall provide the Trust and each
Portfolio with such corporate, administrative and clerical
personnel (including officers of the Trust) and services as
are reasonably deemed necessary or advisable by the Board,
including the maintenance of certain books and records of
the Trust and each Portfolio.
(c) UBS Global Americas will arrange, but not pay, for the
periodic updating, filing and dissemination (as applicable)
of the Trusts Registration Statement, proxy material, tax
returns and required reports to each Portfolios shareholders
and the Securities and Exchange Commission and other
appropriate federal or state regulatory authorities.
(d) UBS Global Americas will provide the Trust and each
Portfolio with, or obtain for it, adequate office space
and all necessary office equipment and services,
including telephone service, heat, utilities, stationery
supplies and similar items.
(e) UBS Global Americas will provide the Board, on a
regular basis, with economic and investment analyses and
reports and make available to the Board upon request any
economic, statistical and investment services normally
available to institutional or other customers of UBS Global
Americas.
5. Further Duties. In all matters relating to the
performance of this Agreement, UBS Global Americas will act in
conformity with the Trusts Trust Instrument, By-Laws and the
currently effective registration statement under the 1940 Act
and any amendments or supplements thereto (Registration Statement)
and with the instructions and directions of the Board, and will
comply with the requirements of the 1940 Act, the Advisers Act,
and 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.
6. Services Not Exclusive. The services furnished by UBS
Global Americas hereunder are not to be deemed exclusive and
UBS Global Americas 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 UBS
Global Americas 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.
7. Expenses.
(a) During the term of this Agreement, each Portfolio will
bear all expenses not specifically assumed by UBS Global
Americas incurred in its operations and the offering of its
shares.
(b) Expenses borne by each Portfolio will include but will
not be limited to the following (or each Portfolios
proportionate share of the following): (i) the cost
(including brokerage commissions) of securities purchased
or sold by the Portfolio and any losses incurred in
connection therewith; (ii) fees payable to and expenses
incurred on behalf of the Portfolio by UBS Global Americas
under this Agreement; (iii) expenses of organizing the
Trust and each Portfolio; (iv) filing fees and expenses
relating to the registrations and qualification of the
Portfolios shares and the Trust under federal and/or
state securities laws and maintaining such registration
and qualifications; (v) fees and salaries payable to
the Trusts Trustees and officers who are not interested
persons of the Trust; (vi) all expenses incurred in
connection with the Trustees services, including travel
expenses; (vii) taxes (including any income or franchise taxes)
and governmental fees; (viii) costs of any liability,
uncollectible items of deposit and other insurance and
fidelity bonds; (ix) any costs, expenses or losses arising
out of a liability of or claim for damages or other relief
asserted against the Trust or the Portfolio for violation of
any law; (x) legal, accounting and auditing expenses,
including legal fees of special counsel for those Trustees
of the Trust who are not interested persons of the Trust;
(xi) charges of custodians, transfer agents and other
agents; (xii) costs of preparing share certificates;
(xiii) expenses of setting in type and printing
prospectuses and supplements thereto, statement
of additional information and supplements thereto,
reports and proxy materials for existing shareholders
and costs of mailing such materials to existing
shareholders; (xiv) any extraordinary expenses
(including fees and disbursements of counsel, costs
of actions, suits or proceedings to which the Trust
is a party and the expenses the Trust may incur as a
result of its legal obligation to provide indemnification
to its officers, Trustees, agents and shareholders) incurred
by the Trust or the Portfolio; (xv) fees, voluntary assessments
and other expenses incurred in connection with membership in
investment company organizations; (xvi) cost of mailing and
tabulating proxies and costs of meetings of shareholders,
the Board and any committees thereof; (xvii) the cost of
investment company literature and other publications
provided by the Trust to its Trustees and officers; and
(xviii) costs of mailing, stationery and communications
equipment.
(c) The Trust or the Portfolio may pay directly any expenses
incurred by it in its normal operations; and, if any such
payment is consented to by UBS Global Americas and
acknowledged as otherwise payable by UBS Global Americas
pursuant to this Agreement, the Portfolio may reduce the
fee payable to UBS Global Americas pursuant to Paragraph 8
thereof by such amount. To the extent that such deductions
exceed the fee payable to UBS Global Americas on any monthly
payment date, such excess shall be carried forward and deducted
in the same manner from the fee payable on succeeding monthly
payment dates.
(d) UBS Global Americas will assume the cost of any compensation
for services provided to the Trust received by the
officers of the Trust and by those Trustees who are
interested persons of the Trust.
(e) The payment or assumption by UBS Global Americas of
any expenses of the Trust or a Portfolio that UBS Global
Americas is not required by this Agreement to pay or assume
shall not obligate UBS Global Americas to pay or assume the
same or any similar expense of the Trust or a Portfolio on
any subsequent occasion.
8. Compensation.
(a) For the administrative services provided to each Portfolio,
the Portfolio will pay to UBS Global Americas a fee,
computed daily and paid monthly, at an annual rate of 0.20%
of each Portfolios average daily net assets.
(b) For investment management services provided pursuant
to this Agreement, each Portfolio of the Trust shall pay
to UBS Global Americas a fee, computed daily and paid
monthly on the first business day of the next succeeding
calendar month, at the annual percentage rate of each such
Portfolios average daily net assets as set forth in Schedule
I to this Agreement.
(c) For the services provided and the expenses assumed pursuant
to this Agreement with respect to any Portfolio hereafter
established, such Portfolio will pay to UBS Global Americas
from the assets of the Portfolio a fee in the amount to be
agreed upon in a written fee agreement (Fee Agreement)
executed by the Trust on behalf of the Portfolio and by
UBS Global Americas. All such Fee Agreements shall provide
that they are subject to all terms and conditions of this Agreement.
(d) The fee shall be computed daily and paid monthly
to UBS Global Americas on the first business day of the next
succeeding calendar month.
(e) If this Agreement becomes effective or terminates before
the end of any month, the fee for the period from the effective
day 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.
9. Limitation of Liability of UBS Global Americas. UBS
Global Americas, its officers, directors, employees and
delegates, including any Sub-Adviser or the Trust, shall n
ot be liable for any error of judgment or mistake of law or
for any loss suffered by any Portfolio, the Trust or any
of its shareholders, 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 or
on the part of its officers, directors, employees or delegates
of their obligations and duties under this Agreement.
Any person, even though also an officer, director, employee,
or agent of UBS Global Americas who may be or become an officer,
Trustee, employee or agent of the Trust shall be deemed, when
rendering services to any Portfolio or the Trust or acting
with respect to any business of such Portfolio or the Trust,
to be rendering such service to or acting solely for the
Portfolio or the Trust and as an officer, director, employee,
or agent or one under the control or direction of UBS Global
Americas even though paid by it.
10. Limitation of Liability of the Trustees and
Shareholders of the Trust. The Trustees of the Trust and the
shareholders of any Portfolio shall not be liable for any
obligations of any Portfolio or the Trust under this
Agreement, and UBS Global Americas agrees that, in
asserting any rights or claims under this Agreement,
it shall look only to the assets and property of the
Trust in settlement of such right or claim, and not to
such Trustees or shareholders.
11. Duration and Termination.
(a) As to any Portfolio, this Agreement shall become
effective upon the date the Portfolio commences
investment operations provided that, with respect to any
Portfolio, 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 that Portfolios
outstanding voting securities.
(b) Unless sooner terminated as provided herein, this
Agreement shall continue automatically for successive
annual periods of twelve months each, provided that
such continuance is specifically approved at least
annually (i) by 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, with respect to
any given Portfolio, by vote of a majority of the
outstanding voting securities of such Portfolio.
(c) Notwithstanding the foregoing, with respect to any
Portfolio 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 sixty days written notice
to UBS Global Americas and may be terminated by UBS
Global Americas at any time, without the payment of
any penalty, on sixty days written notice to the Trust.
Termination of this Agreement with respect to any given
Portfolio shall in no way affect the continued validity
of this Agreement or performance thereunder with respect
to any other Portfolio. This Agreement will automatically
terminate in the event of its assignment.
12. 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,
and no amendment of this Agreement as to any given
Portfolio shall be effective until approved by vote
of a majority of such Portfolios outstanding voting
securities.
13. Governing Law. This Agreement shall be construed
in accordance with 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.
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,national
securities exchange,net assets, prospectus, 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 Securities and Exchange
Commission by any rule, regulation or order. Where
the effect of a requirement of the 1940 Act reflected
in any provision of this Agreement is relaxed by a rule,
regulation or order of the Securities and Exchange Commission,
whether of special or general application, such provision
shall be deemed to incorporate the effect of such rule,
regulation or order.
IN WITNESS WHEREOF; the parties hereto have caused this
instrument to be executed by their officers designated
below as of the day and year first above written.
Attest: /s/ Xxxxxx X. Xxxxxxxx______
Name: Xxxxxx X. Xxxxxxxx
Title: VP & Asst. Treasurer
UBS PACE SELECT ADVISORS TRUST
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: VP & Treasurer
Attest: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Director & Assoc. Gen. Counsel
UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Executive Director & Sr. Assoc. Gen.
Counsel
Schedule I
Advisory Fee
UBS PACE Money Market Investments 0.15%
UBS PACE Government
Securities Fixed Income Investments
Assets Under Management $0 - $250 million
Fee 0.50%
On the next $ 250 million - $500 million
0.45%
On the next $500 million - $750 million
0.425%
On the next $750 million - $1 billion
0.40%
Above $1 billion
0.375%
UBS PACE Intermediate Fixed Income Investments
Assets Under Management
$0 - $250 million
Fee 0.40%
On the next $ 250 million - $500 million
0.35%
On the next $500 million - $750 million
0.325%
On the next $750 million - $1 billion
0.30%
Above $1 billion
0.275%
UBS PACE Strategic Fixed Income Investments
Assets Under Management
$0 - $250 million
Fee 0.50%
On the next $ 250 million - $500 million
0.45%
On the next $500 million - $750 million
0.425%
On the next $750 million - $1 billion
0.40%
Above $1 billion
0.375%
UBS PACE Municipal Fixed Income Investments
Assets Under Management
$0 - $250 million
Fee
0.40%
On the next $ 250 million - $500 million
0.35%
On the next $500 million - $750 million
0.325%
On the next $750 million - $1 billion
0.30%
Above $1 billion
0.275%
UBS PACE Global Fixed Income Investments
Assets Under Management
$0 - $500 million
Fee
0.60%
On the next $500 million - $1 billion
0.575%
Above $ 1 billion
0.55%
UBS PACE Large Co Value Equity Investments
0.60%
UBS PACE Large Co Growth Equity Investments
Assets Under Management
$0 - $500 million
Fee
0.60%
On the next $ 500 million - $1 billion
0.575%
On the next $1 billion - $2 billion0.55%
Above $ 2 billion
0.525%
UBS PACE Small/Medium Co Value Equity Investments
Assets Under Management
$0 - $ 750 million
Fee
0.60%
Above $ 750 million
0.575%
UBS PACE Small/Medium Co Growth Equity Investments
Assets Under Management
$0 - $ 750 million
Fee
0.60%
Above $ 750 million
0.575%
UBS PACE International Equity Investments
Assets Under Management
$0 - $500 million
Fee
0.70%
On the next $ 500 million - $1 billion
0.675%
On the next $1 billion -- $2 billion
0.65%
Above $ 2 billion
0.625%
UBS PACE International Emerging Markets Equity Investments
Assets Under Management
$0 - $500 million
Fee
0.90%
On the next $ 500 million - $1 billion
0.875%
On the next $1 billion - $2 billion
0.85%
Above $ 2 billion
0.825%
UBS PACE High Yield Investments
Assets Under Management
$0 - $500 million
Fee
0.60%
On the next $500 million - $1 billion
0.55%
On the next $1 billion - $1.5 billion
0.525%
On the next $1.5 billion - $2 billion
0.500%
Above $2 billion
0.475%
UBS PACE Alternative Strategies Investments
Assets Under Management
$0 - $500 million
Fee
1.200%
On the next $500 million - $1 billion
1.150%
On the next $1 billion - $1.5 billion
1.100%
On the next $1.5 billion - $2 billion
1.075%
Above $2 billion
1.050%
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