Exhibit 99 (4) (cc)
SUB-ADVISORY AGREEMENT
Agreement made as of November 30, 2006 between UBS GLOBAL ASSET MANAGEMENT
(AMERICAS) INC. ("UBS Global Americas"), a Delaware corporation, and XXXXXXX
XXXXX ASSET MANAGEMENT, L.P. ("Sub-Adviser"), a Delaware Limited Partnership
(the "Agreement").
RECITALS
(1) UBS Global Americas has entered into a Management Agreement dated as of
April 1, 2006, and amended as of August 1, 2006, 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"), and made applicable to
UBS PACE Real Estate Securities Investments ("Portfolio") via an Investment
Management and Administration Fee Agreement dated as of November 30, 2006
(collectively, the "Management Agreement"); 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 sub-adviser with respect to the Portfolio or Segment for the period
and on the terms set forth in this Agreement. UBS Global Americas authorizes the
Sub-Adviser to open accounts and execute documents (with standard indemnities)
and representation letters in the name of, binding against and on behalf of the
Segment for all reasonable and customary purposes necessary or desirable in the
Sub-Adviser's view to effectuate the Sub-Adviser's activities under the
Agreement. The Sub-Adviser accepts that appointment and agrees to render the
services herein set forth, for the compensation herein provided.
2. Duties as Sub-Adviser.
(a) Subject to the supervision and direction of the Trust's Board of
Trustees (the "Board") and review by UBS Global Americas, and any written
guidelines adopted by the Board or UBS Global Americas provided in writing
(receipt of which has been acknowledged by Sub-Adviser), 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
Sub-Adviser will determine from time to time what investments will be purchased,
retained or sold by the Portfolio or Segment. The Sub-Adviser will be
responsible for placing purchase and sell orders
for investments and for other related transactions for the Portfolio or Segment.
The Sub-Adviser understands that the Portfolio's 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 Sub-Adviser will provide services under this Agreement in
accordance with the Portfolio's investment objective, policies and restrictions
as stated in the Trust's currently effective registration statement under the
1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that 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. Sub-Adviser may communicate with other Sub-Advisers
under limited circumstances at the specific request of UBS Global Americas for
compliance and other risk-management purposes to the extent allowed by law.
(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.
Notwithstanding the above, UBS Global Americas or another service provider for
the Trust, and not the Sub-Adviser, shall make any and all filings in connection
with any securities litigation or class action lawsuits involving securities
held or that were held in the Segment; provided, however, that GSAM is
responsible for promptly forwarding to UBS Global Americas documents it receives
regarding such matters that are specific to the Portfolio and providing
reasonable assistance, if necessary, in making such claims Except as may be
provided by applicable law or as otherwise provided herein, the Sub-Advisor
shall not incur any liability to UBS Global Americas by reason of any exercise
of, or failure to exercise, any such proxy voting discretion and shall not incur
any liability for any failure arising from an act or omission of a person other
than the Sub-Adviser or its agents. UBS Global Americas understands that the
Sub-Adviser establishes from time to time guidelines for the voting of proxies
and may employ the services of a proxy voting service to exercise proxies in
accordance with the Sub-Adviser's guidelines.
(d) The Sub-Adviser agrees that it will place orders with brokers in
accordance with best execution policies, taking into account best price as an
important factor in this decision, provided that, on behalf of the Portfolio or
Segment, the Sub-Adviser may, in its discretion, use brokers that provide the
Sub-Adviser with research, analysis, advice and similar services to
2
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-Adviser's determination in good faith that such commission is reasonable
in terms either of the particular transaction or of the overall responsibility
of the Sub-Adviser to the Portfolio or Segment and its other clients and that
the total commissions paid by the Portfolio or Segment will be reasonable in
relation to the benefits to the Portfolio or Segment over the long term. In no
instance will portfolio securities be purchased from or sold to 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-Adviser's 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 Il of the Sub-Adviser's 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. UBS Global
Americas understands that its authority to the Sub-Adviser to execute agency
Cross Transactions for the Portfolio is terminable at will without penalty,
effective upon receipt by the Sub-Adviser of written notice from UBS Global
Americas, and that the failure to terminate such authorization will result in
its continuation.
3
(e) The Sub-Adviser will maintain all books and records required to be
maintained, to the extent applicable, 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 31a-3 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 31a-1 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 the Board and UBS
Global Americas in the fair valuation of all portfolio securities in the
Portfolio or Segment and will use its reasonable efforts to arrange for the
provision of a price or prices from one or more parties independent of the
Sub-Adviser for each portfolio security for which the custodian does not obtain
prices in the ordinary course of business from an automated pricing service.
3. Further Duties. In all matters relating to the performance of this
Agreement, the Sub-Adviser will seek to act in conformity with the Trust's Trust
Instrument, By-Laws and Registration Statement and with the written instructions
and written directions of the Board and UBS Global Americas, each as provided to
and whose receipt is acknowledged by the Sub-Adviser, 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 Trust's 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.
4
(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
0.42% up to $50 million and 0.40% on assets in excess of $50 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-Adviser's 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 Portfolio's
being in violation of any applicable law or regulation or, investment policy or
restriction applicable to the Portfolio as a whole or for the Portfolio's
failing to qualify as a regulated investment company under the Code, if the
securities and other holdings of the Segment of the Portfolio managed by the
Sub-Adviser are such that 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.
The Sub-Adviser shall have no responsibility to monitor compliance with
respect to other portions of the Portfolio that are not under the Sub-Adviser's
management, and the Sub-Adviser shall have no responsibility to monitor
compliance with limitations and restrictions specifically applicable to the
Portfolio or Segment unless such limitations or restrictions are provided to and
whose receipt is acknowledged by the Sub-Adviser in writing or which generally
apply to an advisor to a registered investment company or a registered
investment company under applicable law.
5
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. (a) Representations of Sub-Adviser. The Sub-Adviser represents, warrants
and agrees as follows:
(1) 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.
(2) 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, 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 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 reasonable 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.
(3) 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.
UBS Global Americas understands that the Sub-Adviser is part of a worldwide,
full-service investment banking, broker-dealer, asset management organization,
and as such, the Sub-Adviser and its affiliates and their managing directors,
directors, officers and employees have multiple interests as more fully
disclosed in the Sub-Adviser's Form ADV Part II as may be amended from time to
time.
(4) 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.
6
(5) 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.
(6) It is understood that the name "Xxxxxxx, Xxxxx & Co." or "Xxxxxxx
Sachs" or any derivative thereof, any tradename, trademark, trade device,
service xxxx, symbol or logo associated with those names are the valuable
property of the Sub-Adviser or its affiliates and that UBS Global Americas has
the right to use to such name (or derivative or logo), in offering materials or
promotional or sales-related materials of the Portfolio, only with the prior
written approval of the Sub-Adviser, such approval not to be unreasonably
withheld, and for so long as the Sub-Adviser is Sub-Adviser of the Portfolio.
Notwithstanding the foregoing, the Sub-Adviser's approval is not required when
(i) previously approved materials are re-issued with minor modifications, (ii)
UBS Global Americas and Sub-Adviser identify materials which they jointly
determine do not require the Sub-Adviser's approval and (iii) used as required
to be disclosed in the registration statement of the Portfolio. Upon termination
of this Agreement, the Portfolio and UBS Global Americas shall forthwith cease
to use such name (or derivative or logo), although UBS Global Americas may
continue to use such name (or derivative or logo) to the extent permitted under
any other agreement between UBS Global Americas and Sub-Adviser or as otherwise
required by law.
(b) Representations and Warranties of UBS Global Americas. UBS Global
Americas represents and warrants to the Sub-Adviser the following:
(1) UBS Global Americas has all requisite corporate power and
authority under the laws of the Commonwealth of Delaware and
federal securities laws and under the Management Agreement with
the Trust to execute, deliver and perform this Agreement.
(2) UBS Global Americas is a registered investment adviser under the
Advisers Act and is in material compliance with all other
required registrations under applicable federal and state law
relevant hereto.
(3) UBS Global Americas has complied, in all material respects, with
all registrations required by, and will comply, in all material
respects, with all applicable rules and regulations of the
Commission relevant hereto.
(4) UBS Global Americas has received a copy of Part Il of
Sub-Adviser's Form ADV at least two days in advance of the
execution of this contract.
(5) UBS Global Americas agrees that the Sub-Adviser shall have no
responsibility or liability arising out of any non-compliance by
the Portfolio or UBS Global Americas with anti-money laundering
regulations. UBS Global Americas hereby certifies that UBS Global
Americas has implemented an anti-money laundering program and a
customer identification program ("CIP") that each comply with the
7
requirements of applicable law, including the Bank Secrecy Act
and U.S.A. PATRIOT ACT of 2001 and the regulations promulgated
thereunder, and that UBS Global Americas or its affiliates will
perform or obtain the requisite assurances with respect to the
performance of the requirements of such programs with respect to
the investors in the Portfolio.
The foregoing representations and warranties shall be continuing during the term
of this Sub-Advisory Agreement.
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 date first above
written, provided that this Agreement shall not take effect unless it has first
been approved (i) by a vote of a majority of those trustees of the Trust who are
not parties to this Agreement or interested persons of any such party
("Independent Trustees"), cast in person at a meeting called for the purpose of
voting on such approval, and (ii) by vote of a majority of the Portfolio's
outstanding voting securities, unless UBS Global Americas has authority to enter
into this Agreement pursuant to exemptive relief from the SEC without a vote of
the Portfolio's outstanding voting securities.
(b) Unless sooner terminated as provided herein, this Agreement shall
continue in effect for two years from its effective date. Thereafter, if not
terminated, this Agreement shall continue automatically for successive periods
of twelve months each, provided that such continuance is specifically approved
at least annually (i) by a vote of a majority of the Independent Trustees, cast
in person at a meeting called for the purpose of voting on such approval, and
(ii) by the Board or by vote of a majority of the outstanding voting securities
of the Portfolio.
(c) Notwithstanding the foregoing, this Agreement may be terminated at any
time, without the payment of any penalty, by vote of the Board or by a vote of a
majority of the outstanding voting securities of the Portfolio on 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
8
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 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 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.
The parties hereto understand that any information or recommendation supplied by
the Sub-Adviser in connection with the performance of its obligation hereunder
is to be regarded as confidential and for use only by UBS Global Americas, the
Segment or such persons UBS Global Americas may designate in connection with the
Segment. The parties also understand that any information supplied to the
Sub-Adviser in connection with the performance of its obligation hereunder,
particularly, but not limited to, any list of securities which may be bought or
sold for the Segment, is to be regarded as confidential and for use only by the
Sub-Adviser in connection with its obligation to provide investment advice and
other services of the Segment
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
9
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: Xxxxx Xxxxxxxxx, Xxxxxxx Xxxxx Asset Management, 00 Xxx Xxxx, 00
Xxxxx, Xxx Xxxx, XX 00000.
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
By: /s/ Xxxx Xxxxxxx Xxx Xxxx, Xxx Xxxx 00000
---------------------------------
Name: Xxxx Xxxxxxx
Title: Director & Associate By: /s/ Xxxxx X. Xxxxxx
General Counsel ---------------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Director & Senior
Associate General Counsel
Attest: XXXXXXX SACHS ASSET MANAGEMENT, L. P.
00 Xxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
Title: Vice President and ---------------------------------
Assistant General Counsel Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director
10
