Exhibit No. 4(h)
SUB-ADVISORY AGREEMENT
Agreement made as of November 13, 2000 between XXXXXXXX XXXXXXXX
ASSET MANAGEMENT INC. ("Xxxxxxxx Xxxxxxxx"), a Delaware corporation, and XXXXXXX
XXXXXXX TREES & XXXXX, INC. ("FFTW (NY)"), a New York corporation and three of
its affiliates, XXXXXXX XXXXXXX TREES & XXXXX ("FFTW (UK)"), a corporate
partnership organized under the laws of the United Kingdom, XXXXXXX XXXXXXX
TREES & XXXXX, PTE LTD ("FFTW (Singapore)"), a Singapore corporation, and
XXXXXXX XXXXXXX TREES & XXXXX, LTD KABUSHIKI KAISHA ("FFTW (Japan)"), a Japanese
corporation (the "Agreement").
RECITALS
(1) Xxxxxxxx Xxxxxxxx has entered into a Management Agreement dated
June 15, 1995 ("Management Agreement") with PaineWebber PACE Select Advisors
Trust (formerly known as Managed Accounts Services Portfolio Trust ("Trust")),
an open-end management investment company registered under the Investment
Company Act of 1940, as amended ("1940 Act"), with respect to PACE GLOBAL FIXED
INCOME INVESTMENTS ("Portfolio");
(2) Xxxxxxxx Xxxxxxxx entered into a Sub-Advisory Agreement dated as
of October 10, 2000 (the "Old Sub-Advisory Agreement") with FFTW (NY) with
respect to the Portfolio, pursuant to which FFTW (NY) agreed to furnish certain
investment advisory services;
(3) On November 13, 2000, the Trust's Board of Trustees (the
"Board") approved a revised Sub-Advisory Agreement with FFTW (NY) to include
three of its affiliates, FFTW (UK), FFTW (Singapore) and FFTW (Japan) (referred
to collectively as ("Sub-Adviser")), and as a result the Old Sub-Advisory
Agreement between Xxxxxxxx Xxxxxxxx and FFTW (NY) automatically terminated;
(4) Xxxxxxxx Xxxxxxxx and the Sub-Adviser wish to enter into a new
Sub-Advisory Agreement embodying substantially the same terms and provisions as
the Old Sub-Advisory Agreement; and
(5) 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 Portfolio for the
period and on the terms set forth in this Agreement. The Sub-Adviser accepts
that appointment and agrees to render the services herein set forth, for the
compensation herein provided.
2. DUTIES AS SUB-ADVISER.
(a) Subject to the supervision and direction of the Board and review
by Xxxxxxxx Xxxxxxxx, and any written guidelines adopted by the Board or
Xxxxxxxx Xxxxxxxx (any such guidelines will be attached hereto as Schedule A),
the Sub-Adviser will provide a continuous investment program for all or a
designated portion of the assets ("Segment") of the Portfolio, 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. Xxxxxxxx Xxxxxxxx acknowledges
that the Sub-Adviser may consult with its affiliates in connection with
providing such investment program, while retaining the responsibility for making
investment decisions on behalf of the Portfolio. 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 has authority
to review and execute all industry agreements with banks, brokers, dealers and
other financial intermediaries necessary to perform its duties under this
Agreement. 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, in placing orders with brokers, it
will obtain the best net result in terms of price and execution; provided that,
on behalf of the Portfolio, the Sub-Adviser may, in its discretion, use brokers
that provide the Sub-Adviser with research, analysis, advice and similar
services to execute portfolio transactions on behalf of the Portfolio, 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 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 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 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 and one
or more other accounts advised by the Sub-Adviser, the orders will be allocated
as to price and amount among all such accounts in a manner believed to be
equitable over time to each account. Xxxxxxxx Xxxxxxxx recognizes that in some
cases this procedure may adversely affect the results obtained for the Portfolio
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
Portfolio 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
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Sub-Adviser hereby agrees that all records which it maintains for the Portfolio
are the property of the Trust, agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act any records that it maintains for the Portfolio
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 upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or
Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Xxxxxxxx Xxxxxxxx
with economic and investment analyses and reports as well as quarterly reports
setting forth the performance of the Portfolio 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 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 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, the Code, and all
other federal and state laws and regulations applicable to the Trust and the
Portfolio. Xxxxxxxx Xxxxxxxx agrees to provide to the Sub-Adviser copies of the
Trust's Trust Instrument, By-Laws, Registration Statement, written instructions
and directions of the Board and Xxxxxxxx Xxxxxxxx, and any amendments or
supplements to any of these materials as soon as practicable after such
materials become available; 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 Agreement, the Sub-Adviser
will bear all expenses incurred by it in connection with its services under this
Agreement. The Sub-Adviser shall not be responsible for any expenses incurred
by the Trust, the Portfolio or Xxxxxxxx Xxxxxxxx.
5. COMPENSATION.
(a) For the services provided and the expenses assumed by the
Sub-Adviser pursuant to this Agreement, Xxxxxxxx Xxxxxxxx, not the Portfolio,
will pay to the Sub-Adviser a fee, computed daily and payable monthly, at an
annual rate of 0.25% of the average daily net assets of the Series or Segment
(computed in the manner specified in the Management Agreement) up to and
including $400 million and 0.20% of the average daily net assets of the Series
or Segment (computed in the manner specified in the Management Agreement) above
$400 million and will provide the Sub-Adviser with a schedule showing the manner
in which the fee was computed. If the Sub-Adviser is
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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 Xxxxxxxx Xxxxxxxx in connection with the matters to which
this Agreement relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement.
(b) In no event will the Sub-Adviser have any responsibility for any
other series 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
portion of the Portfolio's investments, 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.
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 (except as provided in Section 9(d) of this Agreement) 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 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.
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(b) The Sub-Adviser has adopted a written code of ethics complying
with the requirements of Rule 17j-1 under the 1940 Act and will provide Xxxxxxxx
Xxxxxxxx and the Board with a copy of such code of ethics, together with
evidence of its adoption. Within fifteen days of the end of the last calendar
quarter of each year that this Agreement is in effect, the president or a
vice-president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx that the
Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous
year and that there has been no 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 Portfolio 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 Trust, the Portfolio, Xxxxxxxx Xxxxxxxx or any of their respective
affiliates in offering, marketing or other promotional materials without the
express written consent of Xxxxxxxx Xxxxxxxx. Notwithstanding, the Sub-Adviser
is permitted to disclose information necessary for it to perform its duties
under this Agreement to banks, brokers, dealers and other financial
intermediaries.
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 Xxxxxxxx Xxxxxxxx has authority to enter
into this Agreement pursuant to exemptive relief from the SEC without a vote of
the Portfolio's outstanding voting securities.
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(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 60
days' written notice to the Sub-Adviser. This Agreement may also be terminated,
without the payment of any penalty, by Xxxxxxxx Xxxxxxxx: (i) upon 120 days'
written notice to the Sub-Adviser; (ii) 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
Xxxxxxxx Xxxxxxxx, the Sub-Adviser becomes unable to discharge its duties and
obligations under this Agreement, including circumstances such as financial
insolvency of the Sub-Adviser or other circumstances that could adversely affect
the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without
the payment of any penalty, on 120 days' written notice to Xxxxxxxx Xxxxxxxx.
This Agreement will terminate automatically in the event of its assignment or
upon termination of the Management Agreement, as it relates to this Portfolio.
(d) As of the date of this Agreement, FFTW (Japan)'s application for
registration as an investment adviser under the Advisers Act is pending with the
SEC. It is understood and agreed that FFTW (Japan) will not be authorized to
serve as a Sub-Adviser under this Agreement until its registration as an
investment adviser under the Advisers Act is effective. FFTW (Japan) will be so
authorized following the effectiveness of its registration as an investment
adviser and written notification of that fact to Xxxxxxxx Xxxxxxxx and the
Trust.
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.
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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.
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 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 providers 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 Xxxxx Xxxxxxx, General 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.
XXXXXXXX XXXXXXXX ASSET
MANAGEMENT INC.
00 Xxxx 00xx Xxxxxx
Xxxxxx: Xxx Xxxx, Xxx Xxxx 00000-0000
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. X'Xxxxxxx
----------------------------- -------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxxx X. X'Xxxxxxx
Title: First Vice President Title: Deputy General Counsel
XXXXXXX XXXXXXX TREES & XXXXX,
INC. (NEW YORK)
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx: Xxx Xxxx, Xxx Xxxx 00000
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------- -------------------------------
Name: Xxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: General Counsel Title: Vice Xxxxxxxx
XXXXXXX XXXXXXX XXXXX & XXXXX
(XXXXXX XXXXXXX)
3 Royal Court
The Royal Exchange
Attest: London EC 3V 3RA
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------- -------------------------------
Name: Xxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: General Counsel Title: Vice Chairman
XXXXXXX XXXXXXX TREES & XXXXX,
PTE LTD (SINGAPORE)
00 Xxxxxxx Xxxxx
#00-00 Xxxxxxxxx Land Tower
Attest: Xxxxxxxxx 000000
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------- -------------------------------
Name: Xxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: General Counsel Title: Vice Chairman
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Attest: XXXXXXX XXXXXXX TREES & XXXXX
KABUSHIKI KAISHA, LTD (JAPAN)
Fukoku Seimei Xxxxxxxx 00X
0-0, Xxxxxxxxxxxxx 0-xxxxx
Xxxxxxx-Xx Xxxxx 100
By: /s/ Xxxxx X. Xxxxxxx By: /s/ O. Xxxx Xxxxx
----------------------------- -------------------------------
Name: Xxxxx X. Xxxxxxx Name: O. Xxxx Xxxxx
Title: General Counsel Title: Chairman
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