SUB-ADVISORY AGREEMENT
Agreement made as of November 10, 1997 between XXXXXXXX XXXXXXXX ASSET
MANAGEMENT INC., a Delaware corporation ("Xxxxxxxx Xxxxxxxx"), and ALLIANCE
CAPITAL MANAGEMENT L.P., a Delaware limited partnership ("Sub-Adviser"), (the
"Agreement").
RECITALS
(1) Xxxxxxxx Xxxxxxxx has entered into a Management Agreement dated
June 15, 1995 ("Management Agreement") with Managed Accounts Services Portfolio
Trust ("Trust"), an open-end management investment company registered under the
Investment Company Act of 1940, as amended ("1940 Act") with respect to PACE
Large Company Growth Equity Investments ("Portfolio"), a series of the Trust;
and
(2) Xxxxxxxx Xxxxxxxx wishes to retain the Sub-Adviser to furnish
certain investment advisory services with respect to the Portfolio, and the
Sub-Adviser is willing to furnish those services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. APPOINTMENT. Xxxxxxxx Xxxxxxxx hereby appoints the Sub-Adviser as
an investment sub-adviser with respect to the Portfolio for the period and on
the terms set forth in this Agreement. The Sub-Adviser accepts that appointment
and agrees to render the services herein set forth, for the compensation herein
provided.
2. DUTIES AS SUB-ADVISER.
(a) Subject to the supervision of and any guidelines adopted by the
Trust's Board of Trustees (the "Board"), the Sub-Adviser will provide a
continuous investment program for the Portfolio, including investment research
and management. The Sub-Adviser will determine from time to time what
investments will be purchased, retained or sold by the Portfolio. The
Sub-Adviser will be responsible for placing purchase and sell orders for
investments and for other related transactions. The Sub-Adviser will provide
services under this Agreement in accordance with the Portfolio's investment
objective, policies and restrictions as stated in the Portfolio's Registration
Statement.
(b) The Sub-Adviser agrees that, in placing orders with brokers, it
will obtain the best net result in terms of price and execution; provided that,
on behalf of the Portfolio, the Sub-Adviser may, in its discretion, use brokers
who provide the Sub-Adviser with research, analysis, advice and similar services
to execute portfolio transactions, and the Sub-Adviser may pay to those brokers
in return for brokerage and research services a higher commission than may be
charged by other brokers, subject to the Sub-Adviser's determining in good faith
that such commission is reasonable in terms either of the particular transaction
or of the overall responsibility of the Sub-Adviser to the Portfolio and its
other clients and that the total
commissions paid by the Portfolio will be reasonable in relation to the benefits
to the Portfolio over the long term. In no instance will portfolio securities be
purchased from or sold to the Sub-Adviser, or any affiliated person thereof,
except in accordance with the federal securities laws and the rules and
regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders
of the assets of the Portfolio with similar orders being made simultaneously for
other accounts advised by the Sub-Adviser or its affiliates. Whenever the
Sub-Adviser simultaneously places orders to purchase or sell the same security
on behalf of the Portfolio and one or more other accounts advised by the
Sub-Adviser, the orders will be allocated as to price and amount among all such
accounts in a manner believed to be equitable over time to each account.
Xxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely
affect the results obtained for the Portfolio.
(c) The Sub-Adviser will maintain all books and records required to be
maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and
regulations promulgated thereunder with respect to transactions by the
Sub-Adviser on behalf of the Portfolio, and will furnish the Board and Xxxxxxxx
Xxxxxxxx with such periodic and special reports as the Board or Xxxxxxxx
Xxxxxxxx reasonably may request. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which
it maintains for the Portfolio are the property of the Trust, agrees to preserve
for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it
maintains for the Portfolio and which are required to be maintained by Rule
31a-1(b)(2)(iii), (5), (6), (7), (9) and (10) under the 1940 Act, and further
agrees to surrender promptly to the Trust any records which it maintains for the
Portfolio upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or
Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Xxxxxxxx Xxxxxxxx
with economic and investment analyses and reports as well as quarterly reports
setting forth the Portfolio's performance and make available to the Board and
Xxxxxxxx Xxxxxxxx any economic, statistical and investment services normally
available to institutional or other customers of the Sub-Adviser.
(e) In accordance with procedures adopted by the Board, as amended
from time to time, the Sub-Adviser is responsible for assisting in the fair
valuation of all portfolio securities and will use its reasonable efforts to
arrange for the provision of a price(s) from a party(ies) independent of the
Sub-Adviser for each portfolio security for which the custodian does not obtain
prices in the ordinary course of business from an automated pricing service.
3. FURTHER DUTIES. In all matters relating to the performance of
this Agreement, the Sub-Adviser will act in conformity with the Trust's Trust
Instrument, By-Laws and currently effective registration statement under the
1940 Act and any amendments or supplements thereto ("Registration Statement")
and with the written instructions and written directions of the Board and
Xxxxxxxx Xxxxxxxx and will comply with the applicable requirements of the 1940
Act, the Investment Advisers Act of 1940, as amended ("Advisers Act"), the
rules under each, Subchapter M of the Internal Revenue Code as applicable to
regulated investment companies, and all other applicable federal and state laws
and regulations. Xxxxxxxx Xxxxxxxx agrees to provide to the Sub-Adviser copies
of the Trust's Trust Instrument, By-Laws, Registration Statement, written
instructions and directions of the Board and Xxxxxxxx Xxxxxxxx, and any
amendments or supplements to any of these materials as soon as practicable after
such materials become available; PROVIDED, HOWEVER, that the Sub-Adviser's duty
under this
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Agreement to act in conformity with any document, instruction or guideline
produced by the Trust or Xxxxxxxx Xxxxxxxx shall not arise until it has been
delivered to the Sub-Adviser. Any changes to the objectives, policies and
restrictions will make due allowance for the time within which the Sub-Adviser
shall have to come into compliance.
4. EXPENSES. During the term of this Agreement, the Sub-Adviser will
bear all expenses incurred by it in connection with its services under this
Agreement. The Sub-Adviser shall not be responsible for any expenses incurred
by the Trust, the Portfolio or Xxxxxxxx Xxxxxxxx.
5. COMPENSATION.
(a) For the services provided and the expenses assumed by the
Sub-Adviser pursuant to this Agreement, Xxxxxxxx Xxxxxxxx, not the Portfolio,
will pay to the Sub-Adviser a fee, computed daily and payable monthly, at an
annual rate of .30% of the Portfolio's average daily net assets (computed in the
manner specified in the Management Agreement), and will provide the Sub-Adviser
with a schedule showing the manner in which the fee was computed.
(b) The fee shall be computed daily and payable monthly to the
Sub-Adviser on or before the last business day of the next succeeding calendar
month.
(c) For those periods in which Xxxxxxxx Xxxxxxxx has agreed to waive
all or a portion of its management fee, Xxxxxxxx Xxxxxxxx may ask the
Sub-Adviser to waive the same proportion of its fees, but the Sub-Adviser is
under no obligation to do so.
(d) If this Agreement becomes effective or terminates before the end
of any month, the fee for the period from the effective date to the end of the
month or from the beginning of such month to the date of termination, as the
case may be, shall be prorated according to the proportion which such period
bears to the full month in which such effectiveness or termination occurs.
6. LIMITATION OF LIABILITY. The Sub-Adviser shall not be liable for
any error of judgment or mistake of law or for any loss suffered by the
Portfolio, the Trust or its shareholders or by Xxxxxxxx Xxxxxxxx in connection
with the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement.
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
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by this Agreement; (iii) has met, and will seek to continue to meet for so long
as this Agreement remains in effect, any other applicable federal or state
requirements, or the applicable requirements of any regulatory or industry
self-regulatory agency, necessary to be met in order to perform the services
contemplated by this Agreement; (iv) has the authority to enter into and perform
the services contemplated by this Agreement; and (v) will promptly notify
Xxxxxxxx Xxxxxxxx of the occurrence of any event that would disqualify the
Sub-Adviser from serving as an investment adviser of an investment company
pursuant to Section 9(a) of the 1940 Act or otherwise.
(b) The Sub-Adviser has adopted a written code of ethics complying
with the requirements of Rule 17j-1 under the 1940 Act and will provide Xxxxxxxx
Xxxxxxxx and the Board with a copy of such code of ethics, together with
evidence of its adoption. Within fifteen days of the end of the last calendar
quarter of each year that this Agreement is in effect, the president or a
vice-president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx that the
Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous
year and that there has been no violation of the Sub-Adviser's code of ethics
or, if such a violation has occurred, that appropriate action was taken in
response to such violation. Upon the written request of Xxxxxxxx Xxxxxxxx, the
Sub-Adviser shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents or the
appropriate regulatory authority to examine the reports required to be made to
the Sub-Adviser by Rule 17j-1(c)(1) and all other records relevant to the
Sub-Adviser's code of ethics.
(c) The Sub-Adviser has provided Xxxxxxxx Xxxxxxxx with a copy of its
Form ADV as most recently filed with the Securities and Exchange Commission
("SEC") and promptly will furnish a copy of all amendments to Xxxxxxxx Xxxxxxxx
at least annually.
(d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx of any change of
control of the Sub-Adviser, including any change of its general partners or 25%
shareholders, as applicable, and any changes in the key personnel who are either
the portfolio manager(s) of the Portfolio or senior management of the
Sub-Adviser, in each case prior to or promptly after such change.
8. SERVICES NOT EXCLUSIVE. The Sub-Adviser may act as an investment
adviser to any other person, firm or corporation, and may perform management and
any other services for any other person, association, corporation, firm or other
entity pursuant to any contract or otherwise, and take any action or do anything
in connection therewith or related thereto, except as prohibited by applicable
law; and no such performance of management or other services or taking of any
such action or doing of any such thing shall be in any manner restricted or
otherwise affected by any aspect of any relationship of the Sub-Adviser to or
with the Trust, Portfolio or Xxxxxxxx Xxxxxxxx or deemed to violate or give rise
to any duty or obligation of the Sub-Adviser to the Trust, Portfolio or Xxxxxxxx
Xxxxxxxx except as otherwise imposed by law or by this Agreement.
9. DURATION AND TERMINATION.
(a) This Agreement shall become effective upon the date first above
written, provided that this Agreement shall not take effect unless it has first
been approved (i) by a vote of a majority of those trustees of the Trust who are
not parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and (ii)
by vote of a majority of the Portfolio's outstanding voting securities;
PROVIDED, HOWEVER, that clause (ii) shall not apply when Xxxxxxxx Xxxxxxxx
enters into a sub-advisory
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agreement with a sub-adviser without such vote pursuant to the terms of the SEC
order received by the Trust.
(b) Unless sooner terminated as provided herein, this Agreement shall
continue in effect for two years from its effective date. Thereafter, if not
terminated, this Agreement shall continue for successive periods of twelve
months each, provided that such continuance is specifically approved at least
annually (I) by a vote of a majority of those trustees of the Trust who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and (ii)
by the Board or by vote of a majority of the outstanding voting securities of
the Portfolio.
(c) Notwithstanding the foregoing, this Agreement may be terminated at
any time, without the payment of any penalty, by vote of the Board or by a vote
of a majority of the outstanding voting securities of the Portfolio on 60 days'
written notice to the Sub-Adviser. This Agreement may also be terminated,
without the payment of any penalty, by Xxxxxxxx Xxxxxxxx: (i) upon 120 days'
written notice to the Sub-Adviser; (ii) immediately upon material breach by the
Sub-Adviser of any of the representations and warranties set forth in Paragraph
7 of this Agreement; or (iii) immediately if, in the reasonable judgment of
Xxxxxxxx Xxxxxxxx, the Sub-Adviser becomes unable to discharge its duties and
obligations under this Agreement, including circumstances such as financial
insolvency of the Sub-Adviser or other circumstances that could adversely affect
the Portfolio. The Sub-Adviser may terminate this Agreement at any time,
without the payment of any penalty, on 120 days' written notice to Xxxxxxxx
Xxxxxxxx. This Agreement will terminate automatically in the event of its
assignment or upon termination of the Management Agreement.
10. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may
be changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. No amendment of this Agreement shall be
effective until approved (i) by a vote of a majority of those trustees of the
Trust who are not parties to this Agreement or interested persons of any such
party, and (ii) if the terms of this Agreement shall have changed, by a vote of
a majority of the Portfolio's outstanding voting securities (except in the case
of (ii), pursuant to the terms and conditions of the SEC order permitting it to
modify the Agreement without such vote).
11. GOVERNING LAW. This Agreement shall be construed in accordance
with the 1940 Act and the laws of the State of Delaware, without giving effect
to the conflicts of laws principles thereof. To the extent that the applicable
laws of the State of Delaware conflict with the applicable provisions of the
1940 Act, the latter shall control.
12. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors. As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"affiliated person," "interested person," "assignment," "broker," "investment
adviser," "net assets," "sale," "sell" and "security" shall have the same
meanings as such terms have in the 1940 Act, subject to such exemption as may be
granted by the SEC by any rule, regulation or order. Where the effect of a
requirement of the federal securities laws
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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 written notice herein required to be given to the
Sub-Adviser or Xxxxxxxx Xxxxxxxx shall be deemed to have been given upon receipt
of the same at their respective addresses set forth below.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized signatories as of the date and year first
above written.
Attest: XXXXXXXX XXXXXXXX ASSET MANAGEMENT INC.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
By:
------------------------------------
Name:
Title:
Attest: ALLIANCE CAPITAL MANAGEMENT L.P.
By: ALLIANCE CAPITAL MANAGEMENT CORP.,
as General Partner
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
By:
------------------------------------
Name:
Title:
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