For period
ending
January 31,
2016
Exhibit 77Q1
File number
811-8764
INTERIM SUB-ADVISORY AGREEMENT
Agreement dated as of January 15, 2016 between UBS Asset
Management (Americas) Inc. ("UBS AM"), a Delaware corporation, and
Xxxxxx X. Xxxxx & Co. Incorporated ("Sub- Adviser"), a Wisconsin
corporation (the "Agreement").
RECITALS
(1) UBS AM has entered into a Management Agreement dated as of
August 1, 2008 ("Management Agreement"), with PACE(r) Select Advisors
Trust ("Trust"), an open-end management investment company
registered under the Investment Company Act of 1940, as amended
("1940 Act"), with respect to PACE(r) International Equity Investments
("Portfolio"); and
(2) UBS AM is authorized to retain one or more sub-advisers to
furnish certain investment advisory services to UBS AM and the Portfolio;
(3) UBS AM desires to retain the Sub-Adviser to furnish certain
investment advisory services to UBS AM 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 AM and the Sub-Adviser agree as follows:
1. Appointment. UBS AM 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. 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 AM, and any written guidelines
adopted by the Board or UBS AM 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"). The
Sub-Adviser, on each business day, shall provide UBS AM and the Trust's
custodian such information as UBS AM and the Trust's custodian may
reasonably request relating to all transactions concerning the Portfolio or
Segment.
UBS AM hereby designates and appoints the Sub-Adviser as its and the
Portfolio's limited purpose agent and attorney-in-fact, without further
prior approval of UBS AM (except as expressly provided for herein or as
may be required by law) to make and execute, in the name and on behalf
of the Portfolio, all agreements, instruments and other documents and to
take all such other action which the Sub-Adviser considers necessary or
advisable to carry out its duties hereunder. By way of example and not by
way of limitation, in connection with any purchase for the Portfolio or
Segment of securities or instruments that are not registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act"), the Sub-
Adviser shall have the full power and authority, among other things, to: (i)
commit to purchase such securities for the Portfolio on the terms and
conditions under which such securities are offered; (ii) execute such
account opening and other agreements, instruments and documents
(including, without limitation, purchase agreements, subscription
documents, ISDA and other swap and derivative documents), and make
such commitments, as may be required in connection with the purchase
and sale of such securities or instruments; (iii) represent that the Portfolio
is an "accredited investor" as defined in Rule 501 (a) of Regulation D under
the Securities Act and a "Qualified Institutional Buyer" as defined in Rule
144A (a) (1) (i) under the Securities Act; and (iv) commit that such
securities will not be offered or sold by the Portfolio except in compliance
with the registration requirements of the Securities Act or an exemption
therefrom. This power-of-attorney is a continuing power-of-attorney and
shall remain in full force and effect until revoked by UBS AM or the Trust
in writing, but any such revocation shall not affect any transaction
initiated prior to receipt by the Sub-Adviser of such notice.
When investing in non-US securities, the Sub-Advisor is responsible for
identifying and complying with all applicable laws and regulations of the
jurisdiction in which the security is traded. The Sub-Advisor shall use the
degree of care, diligence and skill that a reasonably prudent investment
manager would exercise under the circumstances not to establish or add
to existing positions in securities that are subject to any applicable foreign
ownership limits or levels ("FOL'') at a time when it is reasonably
foreseeable that such purchases will have to be sold due to FOL limits or
levels.
(b) The Sub-Adviser agrees that it will not consult with any other
sub-adviser ("Other Sub-Adviser") for the Trust or Portfolio concerning
any transaction by the Portfolio or Segment in securities or other assets,
including (i) the purchase by the Portfolio or Segment of a security issued
by the Other Sub-Adviser, or an affiliate of the Other Sub-Adviser, to the
Trust or Portfolio except as permitted by the 1940 Act or (ii) transactions
by the Portfolio or Segment in any security for which the Other Sub-
Adviser, or its affiliate, is the principal underwriter.
(c) Unless otherwise instructed by UBS AM or the Trust, 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") ("Proxy Voting Policy"), and that shall
be acceptable to the Board. The Sub-Adviser shall also provide its Proxy
Voting Policy, and if requested by UBS AM, a summary of such Proxy
Voting Policy for inclusion in the Trust's registration statement, and will
provide UBS AM with any material amendment to the Proxy Voting Policy
within a reasonable time after such amendment has taken effect. The
Sub-Adviser further agrees that it will provide the Board on or before
August 1st of each year, or more frequently as the Board may reasonably
request, with a written report of the proxies voted during the most recent
12-month period ending June 30, or such other period as the Board may
designate, in a format that shall comply with the 1940 Act and that shall
be acceptable to the Board.
(d) The Sub-Adviser agrees that upon the request of UBS AM or the
Board, Sub-Adviser shall exercise the rights incident to the securities held
by the Portfolio or Segment in the context of a bankruptcy or other
reorganization. The Sub-Adviser further agrees that it will keep UBS AM
fully informed about any such actions that it intends to take.
(e) 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 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 AM
or the Sub-Adviser, the Trust's principal underwriter, 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 AM 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 AM
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 (including affiliated FCMs) of the Sub-
Adviser (the "Affiliated Broker-Dealers") so long as such transactions are
effected in conformity with the requirements (including any applicable
exemptions and administrative interpretations set forth in Part II of the
Sub-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 (the "1934 Act"), and in compliance
with Rules 17e-1 or 10f-3 under the 1940 Act or other applicable rules and
the Trust's policies and procedures thereunder. 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 AM,
the Portfolio or the Trust. In the event Sub-Adviser becomes affiliated (as
deemed under the federal securities laws) with a broker-dealer during the
term of this Agreement, Sub-Adviser shall obtain the approval of the
Trust's Board of Trustees prior to commencement of transactions with
such broker-dealer on behalf of the Portfolio or the Trust.
UBS AM 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 AM, 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. Sub-Adviser shall effect such Cross
Transactions in compliance with Rule 206(3)-2 under the Advisers Act,
Rule 17a-7 under the 1940 Act, and any other applicable provisions of the
federal securities laws and shall provide UBS AM with periodic reports
describing such agency cross transactions. UBS AM understands that the
authority of 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 AM, and that the failure to
terminate such authorization will result in its continuation.
(f) The Sub-Adviser shall maintain separate detailed records of all
matters pertaining to the Portfolio or Segment, including, without
limitation, brokerage and other records of all securities transactions. Any
records required to be maintained and preserved pursuant to the
provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act
that are prepared or maintained by the Sub-Adviser on behalf of the Trust
are the property of the Trust and will be surrendered promptly to the Trust
upon request. The Sub-Adviser further agrees to preserve for the periods
prescribed in
Rule 31a-2 under the 1940 Act the records required to be maintained
under Rule 31a-1 under the 1940 Act, and will furnish the Board and UBS
AM with such periodic and special reports as the Board or UBS AM may
request.
(g) At such times as shall be reasonably requested by the Board or
UBS AM, the Sub-Adviser will provide the Board and UBS AM 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 AM any economic, statistical and
investment services that the Sub-Adviser normally makes available to its
institutional or other customers.
(h) 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 AM 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.
The Sub-Adviser also will provide such information or perform such
additional acts as are customarily performed by a Sub-Adviser and may be
required for the Trust or UBS AM to comply with their respective
obligations under applicable federal securities laws, including, without
limitation, the
1940 Act, the Advisers Act, the 1934 Act, the Securities Act, and any rule
or regulation thereunder.
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, the Trust's
policies and procedures for compliance by the Trust with the Federal
Securities Laws (as that term is defined in Rule 38a-1 under the 1940 Act)
provided to the Sub-Adviser (together, the "Trust Compliance
Procedures") and with the written instructions and written directions of
the Board and UBS AM, 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 AM agrees to provide to the Sub-Adviser copies of the
Trust's Trust Instrument, By-Laws, Registration Statement, Trust's
Compliance Procedures, written instructions and directions of the Board
and UBS AM, and any amendments or supplements to any of these
materials as soon as practicable after such materials become available.
UBS AM further agrees to identify to the Sub-Adviser in writing any
broker-dealers that are affiliated with UBS AM (other than UBS Financial
Services Inc. and UBS Asset Management (US) Inc.).
In order to assist the Trust and the Trust's Chief Compliance Officer (the
"Trust CCO") to satisfy the requirements contained in Rule 38a-1 under the
1940 Act, the Sub-Adviser shall provide to the Trust CCO: (i) direct access
to the Sub-Adviser's chief compliance officer and/or other senior
compliance
personnel, as reasonably requested by the Trust CCO; (ii) quarterly reports
confirming that the Sub-Adviser has complied with the Trust Compliance
Procedures in managing the Portfolio or Segment; and (iii) quarterly
certifications that there were no Material Compliance Matters (as that
term is defined by Rule 38a-1(e)(2)) that arose under the Trust Compliance
Procedures that related to the Sub-Adviser's management of the Portfolio
or Segment.
The Sub-Adviser shall promptly provide the Trust CCO with copies of: (i)
the Sub-Adviser's policies and procedures for compliance by the Sub-
Adviser with the Federal Securities Laws (together, the "Sub-Adviser
Compliance Procedures"), and (ii) any material changes to the Sub-
Adviser Compliance Procedures. The Sub-Adviser shall cooperate fully
with the Trust CCO so as to facilitate the Trust CCO's performance of the
Trust CCO's responsibilities under Rule 38a-1 to review, evaluate and
report to the Trust's Board on the operation of the Sub-Adviser
Compliance Procedures, and shall promptly report to the Trust CCO any
Material Compliance Matter arising under the Sub-Adviser Compliance
Procedures involving the Portfolio or Segment. The Sub-Adviser shall
provide to the Trust CCO: (i) quarterly reports confirming the Sub-
Adviser's compliance with the Sub-Adviser Compliance Procedures in
managing the Portfolio or Segment, and (ii) certifications that there were
no Material Compliance Matters involving the Sub-Adviser that arose
under the Sub-Adviser Compliance Procedures that affected the Portfolio
or Segment. At least annually, the Sub-Adviser shall provide a
certification to the Trust CCO to the effect that the Sub-Adviser has in
place and has implemented policies and procedures that are reasonably
designed to ensure compliance by the Sub-Adviser with any applicable
Federal Securities Laws, subject to such interpretations as may be
contained in the Trust Compliance Procedures.
The Sub-Adviser will promptly provide UBS AM with information
(including information that is required to be disclosed in the Trust's
registration statement) with respect to the portfolio managers responsible
for the Portfolio or Segment and any changes in the portfolio managers
responsible for the Portfolio or Segment.
The Sub-Adviser will promptly notify UBS AM of any pending
investigation, material litigation, administrative proceeding or any other
significant regulatory inquiry.
The Sub-Adviser will cooperate promptly and fully with UBS AM and/or
the Trust in responding to any regulatory or compliance examinations or
inspections (including information requests) relating to the Trust, the
Portfolio or UBS AM brought by any governmental or regulatory
authorities having appropriate jurisdiction (including, but not limited to,
the Securities and Exchange Commission ("SEC")).
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 AM, except as
otherwise specifically provided herein.
Upon request by UBS AM, Sub-Adviser agrees to reimburse UBS AM or
the Trust for costs associated with generating and distributing any
Registration Statement (as defined herein) for when the Sub-Adviser is
given a copy of a draft of such Registration Statement and fails to
promptly disclose to UBS AM facts then known to the Sub-Adviser or its
personnel that would require disclosure (or amendments to disclosure) in
the Fund's Registration Statement in time for such disclosure or
amendments to disclosure to be included in such Registration Statement.
The Sub-Adviser shall bear all reasonable expenses of the Trust, if any,
arising out of an assignment or change in control of the Sub-Adviser.
5. Compensation.
(a) Sub-Adviser shall waive all fees accrued under this Agreement
until such time as this Agreement is replaced by a Sub-Advisory
Agreement approved at an in-person meeting of a majority of non-
interested Trustees as described in Section 9b of this Agreement.
(b) The fee shall be accrued daily and payable monthly to the Sub-
Adviser on or before the last business day of the next succeeding calendar
month.
(c) For those periods in which UBS AM has agreed to waive all or a
portion of its management fee, UBS AM may ask the Sub-Adviser to waive
the same proportion of its fees, but the Sub-Adviser is under no obligation
to do so.
(d) If this Agreement becomes effective or terminates before the end
of any month, the fee for the period from the effective date to the end of
the month or from the beginning of such month to the date of
termination, as the case may be, shall be pro-rated according to the
proportion which such period bears to the full month in that such
effectiveness or termination occurs.
6. Limitation of Liability.
(a) The Sub-Adviser shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Portfolio, the Trust or its
shareholders or by UBS AM in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad
faith or 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, unless
such violation was due to the Sub-Adviser's failure to comply with written
guidelines adopted by the Board or UBS AM and provided to the Sub-
Adviser.
Nothing in this section shall be deemed a limitation or waiver of any
obligation or duty that may not by law be limited or waived.
7. Representations of Sub-Adviser. The Sub-Adviser represents,
warrants and agrees as follows:
(a) The Sub-Adviser (i) is registered as an investment adviser under
the Advisers Act and will continue to be so registered for so long as this
Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the
Advisers Act from performing the services contemplated by this
Agreement; (iii) has met, and will seek to continue to meet for so long as
this Agreement remains in effect, any other applicable federal or state
requirements, or the applicable requirements of any regulatory or industry
self-regulatory agency, necessary to be met in order to perform the
services contemplated by this Agreement; (iv) has the authority to enter
into and perform the services contemplated by this Agreement; and (v)
will promptly notify UBS AM 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 Rule 204A-1
under the Advisers Act and will provide UBS AM 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 AM 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 UBS AM, the Sub-Adviser shall
permit UBS AM, its employees or its agents to examine the reports
required to be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) and all
other records relevant to the Sub-Adviser's code of ethics.
(c) The Sub-Adviser has provided UBS AM with a copy of its Form
ADV, as most recently filed with the SEC, and promptly will furnish a copy
of all amendments to UBS AM at least annually.
(d) The Sub-Adviser will notify UBS AM 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 as soon
after such change as possible.
(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 Trust, the
Portfolio, UBS AM or any of their respective affiliates in offering,
marketing or other promotional materials without the express written
consent of UBS AM.
(f) The Sub-Adviser hereby represents that it has implemented
policies and procedures that will prevent the disclosure by it, its
employees or its agents of the Trust's portfolio holdings to any person or
entity other than UBS AM, the Trust's custodian, or other persons
expressly designated by UBS AM. The Sub-Adviser further represents that
it implemented policies and procedures to prevent it, its employees and
agents from trading on the basis of any material non-public information
provided by UBS AM, the Trust, their affiliates or agents.
(g) the Sub-Adviser hereby represents, warrants and agrees that: (1)
it is registered with the Commodity Futures Trading Commission (the
"CFTC") as a commodity trading advisor and is a member of the National
Futures Association (the "NFA") if required in light of the nature of its
activities, and will continue to be so registered, if required, for so long as
this Agreement remains in effect; (2) it will comply with the Commodity
Exchange Act (the "CEA") and the rules of the CFTC and the NFA to the
extent applicable; and (3) it will provide all information reasonably
required by UBS AM to fulfill any disclosure and reporting obligations of
UBS AM with respect to the Portfolio under the CEA and the rules of the
CFTC and the NFA.
8. Services Not Exclusive. The services furnished by the Sub-Adviser
hereunder are not to be deemed exclusive, and except as the Sub-Adviser
may otherwise agree in writing, the Sub-Adviser shall be free to furnish
similar services to others so long as its services under this Agreement are
not impaired thereby. Nothing in this Agreement shall limit or restrict the
right of any director, officer or employee of the Sub-Adviser, who may
also be a trustee, officer or employee of the Trust, to engage in any other
business or to devote his or her time and attention in part to the
management or other aspects of any other business, whether of a similar
nature or a dissimilar nature.
9. Duration and Termination.
(a) This Agreement shall become effective upon the consummation
of a transaction with the Sub-Adviser resulting in a change in control of
Chautauqua Capital Management, LLC, 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 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 AM 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 150 days from its effective date or until such
time as a new Sub-Advisory Agreement is specifically approved (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 purpose; and (ii) by the
Board or by a 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 AM; (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 AM, the Sub-
Adviser becomes unable to discharge its duties and obligations under this
Agreement, including circumstances such as financial insolvency of the
Sub- Adviser or other circumstances that could adversely affect the
Portfolio. The Sub-Adviser may terminate this Agreement at any time,
without the payment of any penalty, on 120 days written notice to UBS
AM. This Agreement will terminate automatically in the event of its
assignment or upon termination of the Investment Advisory 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. Confidentiality. The Sub-Adviser will treat as proprietary and
confidential any information obtained in connection with its duties
hereunder, including all records and information pertaining to the
Portfolio and its prior, present or potential shareholders. The Sub-Adviser
will not use such information for any purpose other than the performance
of its responsibilities and duties hereunder. Such information may not be
disclosed except after prior notification to and approval in writing by the
Portfolio or if such disclosure is expressly required or requested by
applicable federal or state or other regulatory authorities.
13. Use of Name.
(a) It is understood that the names UBS and PACE or any derivative
thereof or logo associated with that name is the valuable property of UBS
AM and/or its affiliates, and that Sub-Adviser has the right to use such
name (or derivative or logo) only with the approval of UBS AM and only so
long as UBS AM is Manager to the Trust and/or the Portfolio.
(b) It is understood that the name Xxxxxx X. Xxxxx & Co. Incorporated,
Chautauqua or any derivative thereof or logo associated with those
names, are the valuable property of the Sub-Adviser and its affiliates and
that the Trust and/or the Portfolio have the right to use such names (or
derivative or logo) in offering materials of the Trust with the approval of
the Sub-Adviser and for so long as the Sub-Adviser is a Sub-Adviser to the
Portfolio. Upon termination of this Agreement, the Trust shall forthwith
cease to use such names (or derivatives or logo), except to the extent
legally required.
14. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors.
As used in this Agreement, the terms majority of the outstanding voting
securities, affiliated person, interested person, assignment, broker,
investment adviser, 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.
15. Notices. Any notice herein required is to be in writing and is
deemed to have been given to the Sub-Adviser or UBS AM upon receipt of
the same at their respective addresses set forth below. All written notices
required or permitted to be given under this Agreement will be delivered
by personal service, by postage mail return receipt requested or by
facsimile machine or a similar means of same delivery which provides
evidence of receipt (with a confirming copy by mail as set forth herein).
All notices provided to UBS AM will be sent to the attention of: General
Counsel, UBS Asset Management (Americas) Inc., 0000 Xxxxxx xx xxx
Xxxxxxxx, Xxx Xxxx, XX 00000. All notices provided to the Sub-Adviser
will be sent to the attention of: Xxxx Xxxx, Xxxxxx X. Xxxxx & Co.
Incorporated, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, with a
copy to the General Counsel at that same address.
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.
UBS Asset Management (Americas) Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxxxxx: Xxx Xxxx, XX 00000
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxxxx XxxXxxxxx
Name: Xxxx Xxxxxxx Name: Xxxxxxx XxxXxxxxx
Title: Director Title: Executive Director and Deputy
General Counsel
Xxxxxx X. Xxxxx & Co. Incorporated
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attest
By: /s/ Xxxx Xxxx By: /s/ Xxxxxxx Xxxxx
Name: Xxxx Xxxx Name: Xxxxxxx Xxxxx
Title: Director of BIM Title: Sr. Associate General Counsel
