For period ending 05/31/01 Exhibit 77Q (1)
File number 811-8765
SUB-ADVISORY CONTRACT
Contract made as of February 8, 2001 between XXXXXXXX XXXXXXXX
ASSET MANAGEMENT INC., a Delaware corporation ("Xxxxxxxx Xxxxxxxx"),
and UBS ASSET MANAGEMENT (NEW YORK), INC., a New York corporation
("Sub-Adviser").
RECITALS
(1) Xxxxxxxx Xxxxxxxx has entered into an Investment Management
and Administration Contract, dated February 8, 2001
("Management Agreement"), with Managed High Yield Plus Fund Inc.,
a closed-end management investment company registered under the
Investment Company Act of 1940, as amended ("1940 Act") ("Fund");
(2) Xxxxxxxx Xxxxxxxx wishes to retain the Sub-Adviser to furnish
certain investment advisory services to Xxxxxxxx Xxxxxxxx and the
Fund; and
(3) The Sub-Adviser is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, Xxxxxxxx Xxxxxxxx and the Sub-Adviser
agree as follows:
1. Appointment. Xxxxxxxx Xxxxxxxx hereby appoints the Sub-Adviser
as an investment sub-adviser with respect to the Fund for the period
and on the terms set forth in this Contract. The Sub-Adviser accepts
that appointment and agrees to render the services herein set forth,
for the compensation herein provided.
2. Duties as Sub-Adviser.
(a) Subject to the supervision and direction of the Fund's Board
of Directors ("Board") and review by Xxxxxxxx Xxxxxxxx, and any
written guidelines adopted by the Board or Xxxxxxxx Xxxxxxxx,
the Sub-Adviser will provide a continuous investment program for
all or, if subsequently so specified by Xxxxxxxx Xxxxxxxx, a
designated portion ("Segment") of the assets of the Fund,
including investment research and discretionary management with
respect to all securities and investments and cash equivalents
in the Fund or Segment. The Sub-Adviser will determine from time
to time what investments will be purchased, retained or sold by
the Fund or Segment. The Sub-Adviser will be responsible for
placing purchase and sell orders for investments and for other
related transactions for the Fund or Segment. The Sub-Adviser
will be responsible for voting proxies of issuers of securities
held by the Fund or Segment. The Sub-Adviser understands that
the Fund's assets need to be managed so as to permit it to qualify
or to continue to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code, as amended ("Code").
The Sub-Adviser will provide services under this Contract in
accordance with the Fund's investment objectives, policies and
restrictions as stated in the Fund's currently effective
registration statement under the 1940 Act, and any amendments or
supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers,
it will obtain the best net result in terms of price and execution;
provided that, on behalf of the Fund, the Sub-Adviser may, in its
discretion, use brokers that provide the Sub-Adviser with research,
analysis, advice and similar services to execute portfolio
transactions on behalf of the Fund or Segment, and the Sub-Adviser
may pay to those brokers in return for brokerage and research
services a higher commission than may be charged by other brokers,
subject to the Sub-Adviser's determining in good faith that such
commission is reasonable in terms either of the particular
transaction or of the overall responsibility of the Sub-Adviser
to the Fund and its other clients and that the total commissions
paid by the Fund or Segment will be reasonable in relation to the
benefits to the Fund over the long term. In no instance will
portfolio securities be purchased from or sold to Xxxxxxxx Xxxxxxxx
or the Sub-Adviser, or any affiliated person thereof, except
in accordance with the federal securities laws and the rules and
regulations thereunder. The Sub-Adviser may aggregate sales and
purchase orders with respect to the assets of the Fund 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 Fund 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 Fund or Segment.
(c) The Sub-Adviser will maintain all books and records required
to be maintained pursuant to the 1940 Act and the rules and
regulations promulgated thereunder with respect to transactions by
the Sub-Adviser on behalf of the Fund or Segment, and will furnish
the Board and Xxxxxxxx Xxxxxxxx with such periodic and special
reports as the Board or Xxxxxxxx Xxxxxxxx reasonably may request.
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Sub-Adviser hereby agrees that all records that it maintains
for the Fund are the property of the Fund, agrees to preserve
for the periods prescribed by Rule 31a-2 under the 1940 Act any
records that it maintains for the Fund and that are required
to be maintained by Rule 31a-1 under the 1940 Act, and further
agrees to surrender promptly to the Fund any records that it
maintains for the Fund upon request by the Fund.
(d) At such times as shall be reasonably requested by the Board
or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and
Xxxxxxxx Xxxxxxxx with economic and investment analyses and
reports as well as quarterly reports setting forth the performance
of the Fund or Segment and make available to the Board and
Xxxxxxxx Xxxxxxxx any economic, statistical and investment
services that the Sub-Adviser normally makes available to its
institutional or other customers.
(e) In accordance with procedures adopted by the Board, as
amended from time to time, the Sub-Adviser is responsible for
assisting in the fair valuation of all portfolio securities in the
Fund or Segment and will use its reasonable efforts to arrange
for the provision of a price from one or more parties independent
of the Sub-Adviser for each portfolio security for which the
custodian does not obtain prices in the ordinary course of
business from an automated pricing service.
2. Further Duties. In all matters relating to the performance
of this Contract, the Sub-Adviser will act in conformity with the
Fund's Articles of Incorporation, By-Laws and Registration
Statement and with the written instructions and written directions
of the Board and Xxxxxxxx Xxxxxxxx; and will comply with the
requirements of the 1940 Act and the Investment Advisers Act
of 1940, as amended ("Advisers Act") and the rules under each;
Subchapter M of the Internal Revenue Code ("Code"), as applicable
to regulated investment companies; and all other federal and
state laws and regulations applicable to the Fund. Xxxxxxxx
Xxxxxxxx agrees to provide to the Sub-Adviser copies of the Fund's
Articles of Incorporation, By-Laws, Registration Statement, written
instructions, directions and guidelines 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; and further agrees to identify to the Sub-Adviser in
writing any broker-dealers that are affiliated with
Xxxxxxxx Xxxxxxxx (other than PaineWebber Incorporated
and Xxxxxxxx Xxxxxxxx itself).
4. Expenses. During the term of this Contract, the Sub-Adviser
will bear all expenses incurred by it in connection with its
services under this Contract. The Sub-Adviser shall not be
responsible for any expenses incurred by the Fund or
Xxxxxxxx Xxxxxxxx.
5. Compensation.
(a) For the services provided and the expenses assumed by
the Sub-Adviser pursuant to this Contract, Xxxxxxxx Xxxxxxxx, not
the Fund, will pay to the Sub-Adviser a sub-advisory fee,
computed weekly and paid monthly, at an annual rate of 0.2375% of
the average weekly net assets of the Fund (computed in the manner
specified in the Management Agreement). Xxxxxxxx Xxxxxxxx will
provide the Sub-Adviser with a schedule showing the manner
in which the fee was computed. If the Sub-Adviser is managing a
Segment, its fees will be based on the value of assets of the Fund
within the Sub-Adviser's Segment.
(b) The fee shall be accrued weekly and payable monthly
to the Sub-Adviser on or before the last business day of the next
succeeding calendar month.
(c) If this Contract becomes effective or terminates before the
end of any month, the fee for the period from the effective date
to the end of the month or from the beginning of such month to the
date of termination, as the case may be, shall be prorated
according to the proportion that such period bears to the full
month in which 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 Fund, its
shareholders or by Xxxxxxxx Xxxxxxxx in connection with the matters
to which this Contract relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on its part in
the performance of its duties or from reckless disregard by it of
its obligations and duties under this Contract.
(b) In no event will the Sub-Adviser have any responsibilities
for any portion of the Fund's investments not managed by the
Sub-Adviser or for the acts or omissions of any other sub-adviser
to the Fund.
In particular, in the event the Sub-Adviser shall manage only
a portion of the Fund's investments, the Sub-Adviser shall have no
responsibility for the Fund's being in violation of any applicable
law or regulation or investment policy or restriction applicable
to the Fund as a whole or for the Fund's failing to qualify as a
regulated investment company under the Code, if the securities
and other holdings of the Segment managed by the Sub-Adviser are
such that such Segment would not be in such violation or fail
to so qualify if such segment were deemed 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 Contract remains in effect; (ii) is not prohibited
by the 1940 Act or the Advisers Act from performing the services
contemplated by this Contract; (iii) has met and will seek to
continue to meet for so long as this Contract remains in effect,
any other applicable federal or state requirements, or the
applicable requirements of any regulatory or industry
self-regulatory agency necessary to be met in order to perform
the services contemplated by this Contract; (iv) has the authority
to enter into and perform the services contemplated by this
Contract; and (v) will promptly notify Xxxxxxxx Xxxxxxxx of
the occurrence of any event that would disqualify the Sub-Adviser
from serving as an investment adviser of an investment company
pursuant to Section 9(a) of the 1940 Act or otherwise.
(b) The Sub-Adviser has adopted a written code of ethics and
appropriate procedures complying with the requirements of Rule 17j-1
under the 1940 Act and will provide Xxxxxxxx Xxxxxxxx and the
Board with a copy of such code of ethics, together with evidence
of its adoption. Within fifteen days of the end of the last
calendar quarter of each year that this Contract is in effect,
an officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx
that the Sub-Adviser has complied with the requirements of Rule
17j-1 during the previous year and that there has been no material
violation of the Sub-Adviser's code of ethics or, if such a
violation has occurred, that appropriate action was taken in
response to such violation. Upon the written request of Xxxxxxxx
Xxxxxxxx, the Sub-Adviser shall permit Xxxxxxxx Xxxxxxxx, its
employees or its agents to examine the reports required to be
made by the Sub-Adviser pursuant to Rule 17j-1 and all other
records relevant to the Sub-Adviser's code of ethics.
(c) The Sub-Adviser has provided Xxxxxxxx Xxxxxxxx with a copy of
its Form ADV, as most recently filed with the Securities and
Exchange Commission ("SEC"), and promptly will furnish a copy of
all amendments to Xxxxxxxx Xxxxxxxx at least annually.
(d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx of any change
of control of the Sub-Adviser, including any change of its
general partners or 25% shareholders or 25% limited partners,
as applicable, and any changes in the key personnel who are either
the portfolio manager(s) of the Fund or senior management of
the Sub-Adviser, in each case prior to, or promptly after,
such change.
(e) 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 Fund, Xxxxxxxx Xxxxxxxx or any of their
respective affiliates in offering, marketing or other promotional
materials without the rior express written consent of Xxxxxxxx Xxxxxxxx.
8. Services Not Exclusive. The services furnished by the
Sub-Adviser hereunder are not to be deemed exclusive and the
Sub-Adviser shall be free to furnish similar services to others
so long as its services under this Contract are not impaired
thereby or unless otherwise agreed to by the parties hereunder
in writing. Nothing in this Contract shall limit or restrict
the right of any director, officer or employee of the Sub-Adviser,
who may also be a director, officer or employee of the Fund,
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 Contract shall become effective upon the day and
year first written above, provided that this Contract shall not
take effect unless it has first been approved (i) by a vote of a
majority of those directors of the Fund who are not parties
to this Contract or interested persons of any such party
("Independent Directors"), cast in person at a meeting called for
the purpose of voting on such approval and (ii) by vote of a
majority of the Fund's outstanding voting securities.
(b) Unless sooner terminated as provided herein, this Contract
shall continue in effect for two years from the date first above
written. Thereafter, if not terminated, this Contract 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
Directors of the Fund, 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 Fund.
(c) Notwithstanding the foregoing, with respect to the Fund, this
Contract may be terminated at any time, without the payment of any
penalty, by vote of the Board or by a vote of a majority of
the outstanding voting securities of the Fund on sixty days'
written notice to the Sub-Adviser and may be terminated by the
Sub-Adviser at any time, without the payment of any penalty, on
sixty days' written notice to Xxxxxxxx Xxxxxxxx. The Contract
may also be terminated, without payment of penalty, by Xxxxxxxx
Xxxxxxxx (i) upon sixty days written notice to the Sub-Adviser,
(ii) upon material breach by the Sub-Adviser of any of the
representations and warranties set forth in Paragraph 7 of this
Contract, if such breach shall not have been cured within a
20 day period after notice of such breach or (iii) if, in the
reasonable judgment of Xxxxxxxx Xxxxxxxx, the Sub-Adviser becomes
unable to discharge its duties and obligations under this
Contract, including circumstances such as financial insolvency
of the Sub-Adviser or other circumstances that could adversely
affect the Fund. This contract will terminate automatically
in the event of its assignment.
10. Amendment of this Contract. No provision of this Contract
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
sought. No amendment of this Contract as to the Fund shall be
effective until approved by vote of the Independent Directors
or a majority of the Fund's outstanding voting securities.
11. Governing Law. This Contract shall be construed in
accordance with the 1940 Act and the laws of the State of New York,
without giving effect to the conflicts of laws principles
thereof. To the extent that the applicable laws of the State of
New York conflict with the applicable provisions of the 1940 Act,
the latter shall control.
12. Miscellaneous. The captions in this Contract are included
for convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their construction
or effect. If any provision of this Contract shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder of this Contract shall not be affected thereby. This
Contract shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors. As used
in this Contract, the terms "majority of the outstanding
voting securities," "affiliated person," "interested person,"
"assignment," "broker," "investment adviser," "net assets,"
"sale," "sell" and "security" shall have the same meaning as
such terms have in the 1940 Act, subject to such exemption as
may be granted by the SEC by any rule, regulation or order. Where
the effect of a requirement of the federal securities laws
reflected in any provision of this Contract is made less
restrictive by a rule, regulation or order of the SEC, whether of
special or general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order. This
Contract may be signed in counterpart.
13. Notices. Any notice herein required is to be in writing
and is deemed to have been given to the Sub-Adviser or Xxxxxxxx
Xxxxxxxx upon receipt of the same at their respective addresses set
forth below. All written notices required or permitted to be given
under this Contract will be delivered by personal service, by
postage mail return receipt requested or by facsimile machine or
a similar means of same day delivery which provides evidence
of receipt (with a confirming copy by mail as set forth herein).
All notices provided to Xxxxxxxx Xxxxxxxx will be sent to the
attention of Xxxxxx X. X'Xxxxxxx, Deputy General Counsel. All
notices provided to the Sub-Adviser will be sent to the
attention of Xxxxxx Xxxxx, Director.
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed by their duly authorized signatories as of the
date and year first above written.
XXXXXXXX XXXXXXXX ASSET
MANAGEMENT INC.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attest: /s/Xxxxxx XxXxxxxx
Name: Xxxxxx XxXxxxxx
Title:
By: /s/ Xxxxxx X. X'Xxxxxxx
Name: Xxxxxx X. X'Xxxxxxx
Title: Senior Vice President
UBS ASSET MANAGEMENT (NEW YORK), INC.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attest: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Secretary
By: /s/ Xxxxxxxx X. Xxxxxxxx Xx.
Name: Xxxxxxxx X. Xxxxxxxx Xx.
Title: President
For period ending 11/30/00
Exhibit 77Q (1)
File number 811-8765
INVESTMENT MANAGEMENT AND
ADMINISTRATION CONTRACT
Contract made as of February 8, 2001, between MANAGED HIGH YIELD
PLUS FUND INC., a Maryland corporation ("Fund"), and XXXXXXXX
XXXXXXXX ASSET MANAGEMENT INC. ("Xxxxxxxx Xxxxxxxx"), a Delaware
corporation registered as an investment adviser under the Investment
Advisers Act of 1940, as amended ("Advisers Act"), and as a
broker-dealer under the Securities Exchange Act of 1934, as amended
("1934 Act").
WHEREAS the Fund is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as a closed-end, diversified
management investment company, and has registered shares of its
common stock ("Shares") for sale to the public under the Securities
Act of 1933, as amended ("1933 Act"); and
WHEREAS the Fund desires and intends to have one or more
investment advisers ("Sub-Advisers") provide investment advisory and
portfolio management services to the Fund; and
WHEREAS the Fund desires to retain Xxxxxxxx Xxxxxxxx as investment
manager and administrator to furnish certain administrative and
portfolio management services to the Fund, and Xxxxxxxx Xxxxxxxx is
willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto
as follows:
1. Appointment. The Fund hereby appoints Xxxxxxxx
Xxxxxxxx as investment manager and administrator of
the Fund for the period
and on the terms set forth in this Contract. Xxxxxxxx Xxxxxxxx
accepts such appointment and agrees to render the services herein
set forth, for the compensation herein provided.
2. Duties as Investment Manager; Appointment of Sub-Advisers
(a) Subject to the oversight and direction of the
Fund's Board of Directors ("Board"), Xxxxxxxx
Xxxxxxxx will provide to the Fund investment
management evaluation services principally by
performing initial reviews of prospective Sub-Advisers for the Fund
and overseeing and monitoring performance of the Sub-Advisers
thereafter. Xxxxxxxx Xxxxxxxx agrees to report to the Fund the
results of its evaluation, oversight and monitoring functions and to
keep books and records of the Fund in connection therewith. Upon
the request of the Board, Xxxxxxxx Xxxxxxxx will provide portfolio
management services with respect to any portion of the Fund's assets
for which no Sub-Adviser is responsible. Xxxxxxxx Xxxxxxxx further
agrees to communicate performance expectations and evaluations to
the Sub-Advisers, and to recommend to the Fund whether agreements
with
the Sub-Advisers should be renewed, modified or terminated.
(b) Xxxxxxxx Xxxxxxxx is responsible for informing
the Sub-Advisers of the investment objective(s),
policies and
restrictions of the Fund, for informing or ascertaining that it is
aware of other legal and regulatory responsibilities applicable to
the Sub-Advisers with respect to the Fund, and for monitoring the
Sub-Advisers' discharge of their duties; but Xxxxxxxx Xxxxxxxx is
not responsible for the specific actions (or inactions) of any Sub-
Adviser in the performance of the duties assigned to it.
(c) With respect to each Sub-Adviser for the Fund,
Xxxxxxxx Xxxxxxxx shall enter into a contract ("Sub-Advisory
Agreement") with the Sub-Adviser in substantially the form previously
approved by the Board and shall seek approval of the Board or the
Fund's shareholders in a manner consistent with the 1940 Act, the
rules thereunder or any applicable exemptive order.
(d) Xxxxxxxx Xxxxxxxx shall be responsible for the fees
payable to and shall pay the Sub-Advisers of the Fund the fee as
specified in the Sub-Advisory Agreement relating thereto.
(e) In the event that the Board shall request that Xxxxxxxx
Xxxxxxxx provide portfolio management services to the Fund, Xxxxxxxx
Xxxxxxxx shall comply with this paragraph 2(e). Xxxxxxxx Xxxxxxxx
agrees that in placing orders with brokers, it will attempt to
obtain the best net result in terms of price and execution;
provided that Xxxxxxxx Xxxxxxxx may, in its discretion, use
brokers who provide the Fund with research, analysis, advice and
similar services to execute portfolio transactions on behalf of the
Fund, and Xxxxxxxx Xxxxxxxx may pay to those brokers in return for
brokerage and research services a higher commission than may be
charged by other brokers, subject to Xxxxxxxx Xxxxxxxx' determining
in good faith that such commission is reasonable in terms either of
the particular transaction or of the overall responsibility of
Xxxxxxxx Xxxxxxxx to the Fund and its other clients and that the
total commissions paid by the Fund will be reasonable in relation
to the benefits to the Fund over the long term. In no instance
will portfolio securities be purchased from or sold to Xxxxxxxx
Xxxxxxxx, or any affiliated person thereof, except in accordance
with the federal securities laws and the rules and regulations
thereunder. Xxxxxxxx Xxxxxxxx may aggregate sales and
purchase orders with respect to the assets of the Fund with
similar orders being made simultaneously for other accounts advised
by Xxxxxxxx Xxxxxxxx or its affiliates. Whenever Xxxxxxxx Xxxxxxxx
simultaneously places orders to purchase or sell the same security
on behalf of the Fund and one or more other accounts advised by
Xxxxxxxx Xxxxxxxx, such 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. The Fund recognizes that in some cases
this procedure may adversely affect the results obtained for the
Fund. In providing any portfolio management services, Xxxxxxxx
Xxxxxxxx will oversee the maintenance of all books and records with
respect to the securities transactions of the Fund, 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, Xxxxxxxx Xxxxxxxx hereby agrees that
all records that it maintains for the Fund are the property of the
Fund, agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act any records that it maintains for the Fund and
that are required to be maintained by Rule 31a-1 under the 1940
Act and further agrees to surrender promptly to the Fund any records
that it maintains for the Fund upon request by the Fund. In
providing any portfolio management services, Xxxxxxxx Xxxxxxxx
will oversee the computation of the net asset value and the net
income of the Fund as described in the currently effective
registration statement of the Fund under the 1940 Act and any
amendments or supplements thereto ("Registration Statement") or
as more frequently requested by the Board. The Fund hereby
authorizes Xxxxxxxx Xxxxxxxx and any entity or persons associated
with Xxxxxxxx Xxxxxxxx which is a member of a national securities
exchange to effect any transaction on such exchange for the
account of the Fund, which transaction is permitted by Section
11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and the
Fund hereby consents to the retention of compensation by Xxxxxxxx
Xxxxxxxx or any entity or persons associated with Xxxxxxxx Xxxxxxxx
for such transactions.
3. Duties as Administrator. Xxxxxxxx Xxxxxxxx will administer
the affairs of the Fund subject to the oversight and direction of
the Board and the following understandings:
(a) Xxxxxxxx Xxxxxxxx will supervise all aspects of the
operations of the Fund, 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 any of its responsibilities with
respect to the conduct of the affairs of the Fund.
(b) Xxxxxxxx Xxxxxxxx will provide the Fund with such
corporate, administrative and clerical personnel (including
officers of the Fund) and services as are reasonably deemed
necessary or advisable by the Board, including the maintenance of
books and records of the Fund in connection with the administration
of the Fund.
(c) Xxxxxxxx Xxxxxxxx will arrange, but not pay, for
the periodic preparation, updating, filing and
dissemination (as
applicable) of the Fund's Registration Statement, proxy material,
tax returns and required reports to the Fund's shareholders and the
Securities and Exchange Commission ("Commission") and other
appropriate federal or state regulatory authorities.
(d) Xxxxxxxx Xxxxxxxx will provide the Fund 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) Xxxxxxxx Xxxxxxxx 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 Xxxxxxxx Xxxxxxxx.
4. Further Duties. In all matters relating to the performance
of this Contract, Xxxxxxxx Xxxxxxxx will act in conformity with the
Articles of Incorporation, By-Laws and the Registration Statement of
the Fund 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, and all other applicable federal and
state laws and regulations.
5. Services Not Exclusive. The services furnished by
Xxxxxxxx Xxxxxxxx hereunder are not to be deemed
exclusive and Xxxxxxxx
Xxxxxxxx shall be free to furnish similar services to others so
long as its services under this Contract are not impaired thereby.
Nothing in this Contract shall limit or restrict the right of any
director, officer or employee of Xxxxxxxx Xxxxxxxx, who may also be a
director, officer or employee of the Fund, 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.
6. Expenses.
(a) During the term of this Contract, the Fund will
bear all expenses, not specifically assumed by
Xxxxxxxx Xxxxxxxx,
incurred in its operations and the offering of its shares.
(b) Expenses borne by the Fund will include but not
be limited to the following (which shall be in
addition to the fees
payable to and expenses incurred on behalf of the Fund by Xxxxxxxx
Xxxxxxxx under this contract): (i) the cost (including brokerage
commissions) of securities purchased or sold by the Fund and any
losses incurred in connection therewith; (ii) fees payable to and
expenses incurred on behalf of the Fund by Xxxxxxxx Xxxxxxxx under
this Contract; (iii) organizational and offering expenses of the
Fund, whether or not advanced by Xxxxxxxx Xxxxxxxx; (iv) filing fees
and expenses relating to the registration and qualification of the
Fund's Shares under the federal and state securities laws; (v) fees
and salaries payable to the Fund's directors and officers who are
not interested persons of the Fund or Xxxxxxxx Xxxxxxxx; (vi) all
expenses incurred in connection with the directors' 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 any 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 Fund for violation of any law; (x) legal, accounting and
auditing expenses, including legal fees of special counsel for those
directors of the Fund who are not interested persons of the Fund;
(xi) charges of custodians, transfer agents and other agents
(including any lending agent); (xii) costs of preparing share
certificates; (xiii) costs of setting in type, printing and mailing
reports and proxy materials to shareholders; (xiv) any extraordinary
expenses (including fees and disbursements of counsel, costs of
actions, suits or proceedings to which the Fund is a party and the
expenses the Fund may incur as a result of its legal obligation to
provide indemnification to its officers, directors and agents)
incurred by the Fund; (xv) fees, voluntary assessments and other
expenses incurred in connection with membership in investment
company organizations; (xvi) costs of mailing and tabulating proxies
and costs of meetings of shareholders, the Board and any committees
thereof; (xvii) the costs of investment company literature and other
publications provided by the Fund to its directors and officers;
(xviii) costs of mailing, stationery and communications equipment;
(xix) charges and expenses of any outside pricing service used to
value portfolio securities; (xx) interest on borrowings of the Fund;
(xxi) fees and expenses of listing and maintaining any listing of the
Fund's Shares on any national securities exchange; (xxii) expenses
incident to any dividend reinvestment plan; and (xxiii) costs and
expenses (including rating agency fees) associated with the issuance
of any preferred stock.
(c) The Fund may pay directly any expenses incurred by it
in its normal operations and, if any such payment is consented to by
Xxxxxxxx Xxxxxxxx and acknowledged as otherwise payable by Xxxxxxxx
Xxxxxxxx pursuant to this Contract, the Fund may reduce the fee
payable to Xxxxxxxx Xxxxxxxx pursuant to Paragraph 7 thereof by such
amount. To the extent that such deductions exceed the fee payable to
Xxxxxxxx Xxxxxxxx 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) Xxxxxxxx Xxxxxxxx will assume the cost of any
compensation for services provided to the Fund received by the
officers of the Fund and by those directors who are interested
persons of the Fund.
(e) The payment or assumption by Xxxxxxxx Xxxxxxxx of any
expenses of the Fund that Xxxxxxxx Xxxxxxxx is not required by this
Contract to pay or assume shall not obligate Xxxxxxxx Xxxxxxxx to
pay or assume the same or any similar expense of the Fund on any
subsequent occasion.
7. Compensation.
(a) For the services provided and the expenses assumed
pursuant to this Contract, the Fund will pay to Xxxxxxxx Xxxxxxxx
a fee, computed weekly and paid monthly, at an annual rate of 0.70%
of the Fund's average weekly total assets minus liabilities other
than the Fund's aggregate indebtedness constituting leverage.
(b) The fee shall be computed weekly and paid monthly to
Xxxxxxxx Xxxxxxxx on or before the first business day of the next
succeeding calendar month.
(c) If this Contract becomes effective or terminates
before the end of any month, the fee for the period from the
effective 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.
8. Limitation of Liability of Xxxxxxxx Xxxxxxxx. Xxxxxxxx
Xxxxxxxx and its officers, directors, employees and delegates,
including any Sub-Adviser or sub-administrator to the Fund, shall
not be liable for any error of judgment or mistake of law or for any
loss suffered by the Fund or any of its shareholders, in connection
with the matters to which this Contract relates, except to the
extent that such a loss results 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 Contract. Any person, even though also an officer,
director, employee, or agent of Xxxxxxxx Xxxxxxxx, who may be or
become an officer, director, employee or agent of the Fund, shall
be deemed, when rendering services to the Fund or acting with
respect to any business of the Fund, to be rendering such service
to or acting solely for the Fund and not as an officer, director,
employee, or agent or one under the control or direction of Xxxxxxxx
Xxxxxxxx even though paid by it.
9. Duration and Termination.
(a) This Contract shall become effective upon the day and
year first written above, provided that this Contract shall not take
effect unless it has first been approved (i) by a vote of a majority
of those directors of the Fund who are not parties to this Contract
or interested persons of any such party ("Independent Directors"),
cast in person at a meeting called for the purpose of voting on such
approval and (ii) by vote of a majority of the Fund's outstanding
voting securities.
(b) Unless sooner terminated as provided herein, this
Contract shall continue in effect for two years from the date first
above written. Thereafter, if not terminated, this Contract 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 Directors
of the Fund, 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 Fund.
(c) Notwithstanding the foregoing, this Contract may be
terminated at any time, without the payment of any penalty, by vote
of the Board or by a vote of a majority of the outstanding voting
securities of the Fund on sixty days' written notice to Xxxxxxxx
Xxxxxxxx and may be terminated by Xxxxxxxx Xxxxxxxx at any time,
without the payment of any penalty, on sixty days' written notice
to the Fund. Termination of this Contract shall in no way affect
the continued validity of this Contract. This contract will
terminate automatically in the event of its assignment.
10. Amendment of this Contract. No provision of this Contract
may be changed, waived, discharged or terminated orally, but only by
an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this contract shall be effective until
approved by vote of the Independent Directors or a majority of the
Fund's outstanding voting securities.
11. Governing Law. This Contract shall be construed in
accordance with the laws of the State of New York,
without giving
effect to the conflicts of laws principles thereof, and in accordance
with the 1940 Act. 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 Contract are
included for convenience of reference only and in no
way define or delimit
any of the provisions hereof or otherwise affect their construction
or effect. If any provision of this Contract shall be held or made
invalid by a court decision, statute, rule or otherwise, the
remainder of this Contract shall not be affected thereby. This
Contract shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors. As used in this
Contract, the terms "majority of the outstanding voting securities,"
"affiliated person," "interested person," "assignment," "broker,"
"investment adviser," "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 Commission by any rule,
regulation or order. Where the effect of a requirement of the 1940
Act reflected in any provision of this contract is relaxed by a rule,
regulation or order of the 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 as of the day and year
first above written.
MANAGED HIGH YIELD PLUS FUND INC.
Attest: /s/ Xxxxxxxx Xxxxxxxx
Name:
Title:
By /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and
Assistant Secretary
XXXXXXXX XXXXXXXX ASSET
MANAGEMENT INC.
Attest: /s/ Xxxxxxxx Xxxxxxxx
Name:
Title:
By /s/Xxxxxx X. X'Xxxxxxx
Name: Xxxxxx X. X'Xxxxxxx
Title: Senior Vice President
13
DC-430198 v2 0302764-204
