Exhibit No. 4(g)
SUB-ADVISORY CONTRACT
Contract made as of May 5, 2000 between XXXXXXXX XXXXXXXX ASSET
MANAGEMENT INC. ("Xxxxxxxx Xxxxxxxx"), a Delaware corporation, and PACIFIC
INVESTMENT MANAGEMENT COMPANY ("Sub-Adviser"), a Delaware limited liability
company (hereinafter referred to as the "Contract").
RECITALS
(1) Xxxxxxxx Xxxxxxxx has entered into an Investment Advisory and
Administration Contract dated April 21, 1988, as supplemented by a separate Fee
Agreement dated March 29, 1993, ("Advisory Contract") with PaineWebber Managed
Investments Trust ("Trust"), an open-end management investment company
registered under the Investment Company Act of 1940, as amended ("1940 Act");
(2) The Trust offers for public sale distinct series of shares of
beneficial interest, including a series of shares of the Trust known as
PaineWebber Low Duration U.S. Government Income Fund ("Fund");
(3) Under the Advisory Contract, Xxxxxxxx Xxxxxxxx has agreed to
provide certain investment advisory and administrative services to the Fund;
(4) The Advisory Contract permits Xxxxxxxx Xxxxxxxx to delegate certain
of its duties as investment adviser thereunder to a sub-adviser;
(5) Xxxxxxxx Xxxxxxxx wishes to retain the Sub-Adviser to furnish
certain investment advisory services to Xxxxxxxx Xxxxxxxx and the Fund; and
(6) 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 such 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 ("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 the Fund, including investment research and
management. The Sub-Adviser may from time to time seek research assistance and
may rely upon resources available to it through its affiliated companies to the
extent such actions would not constitute an "assignment" for purposes of the
1940 Act but in no case shall such assistance and/or reliance relieve the
Sub-Adviser of any of its obligations
hereunder, nor shall the Fund or Xxxxxxxx Xxxxxxxx be responsible for any
additional fees or expenses hereunder as a result. The Sub-Adviser will
determine from time to time what investments will be purchased, retained or sold
by the Fund. The Sub-Adviser will be responsible for placing purchase and sell
orders for investments and for other related transactions. The Sub-Adviser will
be responsible for voting proxies of issuers of securities held by the Fund. The
Sub-Adviser understands that the Fund's assets need to be managed so as to
permit the Fund 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 objective, policies and restrictions as stated in the Fund's
Prospectus and 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, 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 Fund, 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 Fund, 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 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 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 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.
(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, 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 Trust, agrees to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act any records that it maintains for the Trust 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
Fund 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 and make available to the
Board and Xxxxxxxx Xxxxxxxx any economic,
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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 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
Contract, the Sub-Adviser will seek to act in conformity with the Trust's
Declaration of Trust, 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, and all other
federal and state laws and regulations applicable to the Trust and the Fund.
Xxxxxxxx Xxxxxxxx agrees to provide to the Sub-Adviser copies of the Trust's
Declaration of Trust, 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; 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. 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 Contract are not impaired
thereby. 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 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.
5. 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.
6. Compensation.
(a) For the services provided and the expenses assumed by the
Sub-Adviser pursuant to this Contract, Xxxxxxxx Xxxxxxxx, and not the Fund, will
pay to the Sub-Adviser a fee, computed daily and payable monthly, at an annual
rate of 0.25% of the Fund's average daily net assets (computed in the manner
specified in the Advisory Contract), together with a schedule showing the manner
in which the fee was computed.
(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 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 pro-rated according to the
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proportion that such period bears to the full month in which such effectiveness
or termination occurs.
7. 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 Fund, the
Trust or 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. Nothing in this paragraph shall be deemed a limitation or waiver of
any obligation or duty that may not by law be limited or waived.
8. 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 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, 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 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 shall provide notice to Xxxxxxxx Xxxxxxxx within a
reasonable time after being informed or learning of the death or withdrawal of
any of its partners, upon the admission of any new partners or upon any other
change in its membership.
(e) 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
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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.
(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 Fund, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering,
marketing or other promotional materials without the express written consent of
Xxxxxxxx Xxxxxxxx.
9. Representations of Xxxxxxxx Xxxxxxxx.
Xxxxxxxx Xxxxxxxx represents that (i) the Trust was duly organized as a
Massachusetts business trust under the laws of the Commonwealth of
Massachusetts, (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.
10. Duration and Termination.
(a) This Contract shall-become effective upon the date first above
written, provided that this Contract 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 Contract 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 Fund's outstanding securities.
(b) Unless sooner terminated as provided herein, this Contract shall
continue in effect for two years from its effective date. 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 those trustees of the Trust who
are not parties to this Contract 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 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 60 days'
written notice to the Sub-Adviser. This Contract may also be terminated, without
the payment of any penalty, by Xxxxxxxx Xxxxxxxx: (i) upon 120 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 8 of this Contract,
if such breach shall not have been cured within a 20 day period after notice of
such breach; or (iii) immediately 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. The
Sub-Adviser may terminate this Contract at any time, without the payment of any
penalty, on 120 days' written notice to Xxxxxxxx Xxxxxxxx. This Contract will
terminate automatically in the event of its assignment or upon termination of
the Advisory Contract as it relates to the Fund.
11. 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. To the
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extent required by applicable law, no amendment of this Contract shall be
effective until approved by vote of a majority of the Fund's outstanding voting
securities (unless the Trust receives an SEC order or no-action letter
permitting it to modify the Contract without such vote).
12. Governing Law. This Contract 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 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.
14. 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 the Senior Counsel.
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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.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
By:/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. X'Xxxxxxx
--------------------------- -------------------------
Name: Xxxxxx X. Xxxxx Name: Xxxxxx X. X'Xxxxxxx
Title: Vice President Title: Senior Vice President
Attest: PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
By:/s/ Xxxxxxx Xxxxxxx By: /s/ Xxxxxxx X. Benz
--------------------------- -------------------------
Name: Xxxxxxx Xxxxxxx Name: Xxxxxxx X. Benz
Title: Senior Paralegal Title: Managing Director
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