Exhibit 1(c)
AMENDMENT NO. 1 TO AMENDED AND RESTATED TRUST INSTRUMENT
OF
PAINEWEBBER PACE SELECT ADVISORS TRUST
THIS AMENDMENT NO. 1 (this "Amendment"), to the Amended and Restated
Trust Instrument of PaineWebber PACE Select Advisors Trust, a Delaware business
trust (the "Trust"), dated September 13, 2000 (the "Trust Instrument"), by and
among the trustees of the Trust and the holders, from time to time, of undivided
beneficial interests in the assets of the Trust or a series of the Trust (each,
a "Shareholder" and collectively, the "Shareholders"), is effective as of
November 5, 2001.
WHEREAS, at a duly noticed meeting of the trustees on September 20,
2001, pursuant to Article X, Section 8 and Article II, Section 7 of the Trust
Instrument, the trustees of the Trust duly approved amendments to the Trust
Instrument as set forth in this Amendment No. 1 without the necessity of their
execution thereof; and
WHEREAS, the trustees of the Trust determined that the amendments to
the Trust Instrument set forth below do not require the vote of Shareholders
pursuant to Article X, Section 8 of the Trust Instrument.
NOW THEREFORE, the trustees of the Trust hereby agree as follows:
1. AMENDMENT TO ARTICLE IV, SECTION 1. Article IV, Section 1 of
the Trust Instrument is hereby amended in its entirety to read as follows:
"Section 1. ESTABLISHMENT OF SERIES, CLASS OR OTHER
SUBDIVISION. The Trust shall consist of one or more separate and distinct
Series. Each additional Series shall be established by the adoption of a
resolution by the Trustees. The Trustees may designate the relative rights and
preferences of the Shares of each Series. The Trustees may divide the Shares of
any Series into Classes or other subdivisions thereof, and may divide the Shares
of any Classes into further subdivisions thereof, including subclasses. The
current Series, Classes, subclasses and other subdivisions of Shares are listed
on Schedule A hereto. Each additional Class or other subdivision of Shares shall
be established by the adoption of a resolution by the Trustees and shall be
effective upon the date stated therein (or if no such date is stated, upon the
date of such adoption). Each Class or other subdivision of a Series shall
represent a proportional beneficial interest in the assets of that Series. The
Trust shall maintain separate and distinct records for each Series and hold and
account for the assets thereof separately from the other assets of the Trust or
of any other Series. Any number of Shares may be issued with respect to each
Series. Each Share of a Series will represent an equal beneficial interest in
the net assets of such Series. Each holder of Shares of a Series shall be
entitled to receive his or her pro rata share of all distributions made with
respect to such Series, provided that, if Classes, or other subdivisions of a
Series or a Class, have been established, each holder of Shares of a Class, or
other subdivision of a Series or a Class, shall be entitled to receive
his or her pro rata share of all distributions made with respect to
such Class, or other subdivision of the Series or the Class, as the
case may be. Upon redemption of his or her Shares, such Shareholder
shall be paid solely out of the assets and property of such Series."
2. AMENDMENT TO ARTICLE IV, SECTION 2. Article IV, Section 2 of
the Trust Instrument is hereby amended in its entirety to read as follows:
"Section 2. SHARES. The beneficial interest in the Trust shall
be divided into Shares of one or more Series, Classes, or other subdivisions of
Series or Classes, in accordance with Article IV, Section 1 above. The number of
Shares of the Trust and of each Series, Class, or other subdivision of a Series
or Class, is unlimited and each Share shall have a par value of $0.001 per
Share. All Shares issued hereunder, including Shares issued in connection with a
distribution of Shares or a split or reverse split of Shares, shall be fully
paid and nonassessable. Shareholders shall have no preemptive or other right to
subscribe to any additional Shares or other securities issued by the Trust.
Notwithstanding anything to the contrary contained in this Trust Instrument, the
Trustees shall have full power and authority, in their sole discretion and
without obtaining Shareholder approval: to issue original or additional Shares
and fractional Shares at such times and on such terms and conditions as they
deem appropriate; to establish and to change in any manner Shares of any Series,
Class, or other subdivision of any Series or Class, with such preferences, terms
of conversion, voting powers, rights and privileges as the Trustees may
determine (but the Trustees may not change Outstanding Shares in a manner
materially adverse to the Shareholders of such Shares); to divide or combine the
Shares of any Series, Class, or other subdivision of any Series or Class, into a
greater or lesser number; to classify or reclassify any unissued Shares of any
Series, Class, or other subdivision of any Series or Class, into Shares of one
or more Series, Classes, or other subdivisions of Series or Classes; to abolish
Shares of any one or more Series, Class, or other subdivision of any Series or
Class; to issue Shares to acquire other assets (including assets subject to, and
in connection with, the assumption of liabilities) and businesses; and to take
such other action with respect to the Shares as the Trustees may deem
desirable."
3. AMENDMENT TO SCHEDULE A. Schedule A of the Trust Instrument is
hereby amended in its entirety as set forth on EXHIBIT 1 hereto.
4. RECLASSIFICATION OF OUTSTANDING CLASS B SHARES. All Class B
Shares of each Series of the Trust issued and outstanding on the effective date
of this Amendment No. 1 shall be reclassified as Sub-Class B-1 Shares (as
defined on Schedule A of the Trust Instrument as amended and set forth on
EXHIBIT 1 hereto) of such Series of the Trust.
5. EFFECT OF AMENDMENT. This Amendment No. 1 shall be effective
and the Trust Instrument shall be deemed to be modified and amended in
accordance herewith as of the date of this Amendment No. 1. Except as hereby
amended, the Trust Instrument shall remain in full force and effect.
6. CAPITALIZED TERMS. Capitalized terms used and not defined
herein have the meanings set forth in the Trust Instrument.
7. GOVERNING LAW. This Amendment No. 1 shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without regard
to principles of conflicts of law thereof.
EXHIBIT 1
SCHEDULE A TO AMENDED AND RESTATED TRUST INSTRUMENT OF
PAINEWEBBER PACE SELECT ADVISORS TRUST
(AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 5, 2001)
SERIES OF THE TRUST
PACE Money Market Investments
PACE Government Securities Fixed Income Investments
PACE Intermediate Fixed Income Investments
PACE Strategic Fixed Income Investments
PACE Municipal Fixed Income Investments
PACE Global Fixed Income Investments
PACE Large Company Value Equity Investments
PACE Large Company Growth Equity Investments
PACE Small/Medium Company Value Equity Investments
PACE Small/Medium Company Growth Equity Investments
PACE International Equity Investments
PACE International Emerging Markets Equity Investments
CLASSES OF SHARES OF EACH SERIES
An unlimited number of shares of beneficial interest has been established by the
Board as Class P shares of the Series designated as PACE Money Market
Investments.
An unlimited number of shares of beneficial interest have been established by
the Board as Class A shares, Class B shares, Class C shares, Class P shares and
Class Y shares of each of the other Series listed above. The Class B shares of
each Series consist of an unlimited number of Sub-Class B-1 shares, Sub-Class
B-2 shares, Sub-Class B-3 shares and Sub-Class B-4 shares. Each of the Class A
shares, Class B shares, Class C shares, Class P shares and Class Y shares of a
Series represents interests in the assets of only that Series and has the same
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption of shares, except as provided in the Trust's Trust Instrument and as
set forth below with respect to the Class B shares of the Series:
1. Each Sub-Class B-1 share of a Series, other than a share purchased
through the reinvestment of a dividend or a distribution with respect
to the Sub-Class B-1 share, shall be converted automatically, and
without any action or choice on the part of the holder thereof, into
Class A shares of the same Series, based on the relative net asset
value of each such class at the time of the calculation of the net
asset value of such class of shares on the date that is the first
Business Day (as defined in the Series' prospectus and/or statement of
additional information) of the month in which the
sixth anniversary of the issuance of such Sub-Class B-1 shares occurs
(which, for the purpose of calculating the holding period required
for conversion, shall mean (i) the date on which the issuance of such
Sub-Class B-1 shares occurred or (ii) for Sub-Class B-1 shares
obtained through an exchange, the date on which the issuance of the
Sub-Class B-1 shares of an eligible Xxxxxxx fund occurred, if such
shares were exchanged directly or through a series of exchanges for
the Series' Sub-Class B-1 shares (the "Sub-Class B-1 Conversion
Date")).
2. Each Sub-Class B-2 share of a Series, other than a share purchased
through the reinvestment of a dividend or a distribution with respect
to the Sub-Class B-2 share, shall be converted automatically, and
without any action or choice on the part of the holder thereof, into
Class A shares of the same Series, based on the relative net asset
value of each such class at the time of the calculation of the net
asset value of such class of shares on the date that is the first
Business Day (as defined in the Series' prospectus and/or statement of
additional information) of the month in which the fourth anniversary
of the issuance of such Sub-Class B-2 shares occurs (which, for the
purpose of calculating the holding period required for conversion,
shall mean (i) the date on which the issuance of such Sub-Class B-2
shares occurred or (ii) for Sub-Class B-2 shares obtained through an
exchange, the date on which the issuance of the Sub-Class B-2 shares
of an eligible Xxxxxxx fund occurred, if such shares were exchanged
directly or through a series of exchanges for the Series' Sub-Class
B-2 shares (the "Class B-2 Conversion Date")).
3. Each Sub-Class B-3 share of a Series, other than a share purchased
through the reinvestment of a dividend or a distribution with respect
to the Sub-Class B-3 share, shall be converted automatically, and
without any action or choice on the part of the holder thereof, into
Class A shares of the same Series, based on the relative net asset
value of each such class at the time of the calculation of the net
asset value of such class of shares on the date that is the first
Business Day (as defined in the Series' prospectus and/or statement of
additional information) of the month in which the third anniversary of
the issuance of such Sub-Class B-3 shares occurs (which, for the
purpose of calculating the holding period required for conversion,
shall mean (i) the date on which the issuance of such Sub-Class B-3
shares occurred or (ii) for Sub-Class B-3 shares obtained through an
exchange, the date on which the issuance of the Sub-Class B-3 shares
of an eligible Xxxxxxx fund occurred, if such shares were exchanged
directly or through a series of exchanges for the Series' Sub-Class
B-3 shares (the "Class B-3 Conversion Date")).
4. Each Sub-Class B-4 share of a Series, other than a share purchased
through the reinvestment of a dividend or a distribution with respect
to the Sub-Class B-4 share, shall be converted automatically, and
without any action or choice on the part of the holder thereof, into
Class A shares of the same Series, based on the relative net asset
value of each such class at the time of the calculation of the net
asset value of such class of shares on the date that is the first
Business Day (as defined in the Series' prospectus and/or statement of
additional information) of the month in which the
second anniversary of the issuance of such Sub-Class B-4 shares
occurs (which, for the purpose of calculating the holding period
required for conversion, shall mean (i) the date on which the
issuance of such Sub-Class B-4 shares occurred or (ii) for Sub-Class
B-4 shares obtained through an exchange, the date on which the
issuance of the Sub-Class B-4 shares of an eligible Xxxxxxx fund
occurred, if such shares were
exchanged directly or through a series of exchanges for the Series'
Sub-Class B-4 shares (the "Class B-4 Conversion Date")).
5. Each Sub-Class B-1, Sub-Class B-2, Sub-Class B-3 or Sub-Class B-4
share of a Series (which may be referred to collectively as "Class B
shares") purchased through the reinvestment of a dividend or a
distribution with respect to the corresponding sub-class of shares and
the dividends and distributions on such shares shall be segregated in
a separate sub-account on the stock records of the Series for each of
the holders of record thereof. On any Class B-1 Conversion Date, Class
B-2 Conversion Date, Class B-3 Conversion Date or Class B-4 Conversion
Date (hereinafter referred to as a "Conversion Date"), a number of the
shares held in the sub-account of the holder of record of the
corresponding Class B shares being converted, calculated in accordance
with the next following sentence, shall be converted automatically,
and without any action or choice on the part of the holder thereof,
into Class A shares of the same Series. The number of Class B shares
in the holder's sub-account so converted shall bear the same relation
to the total number of corresponding Class B shares maintained in the
sub-account on the Conversion Date as the number of Class B shares of
the holder converted on the Conversion Date bears to the total number
of the corresponding Class B shares of the holder on the Conversion
Date not purchased through the automatic reinvestment of dividends or
distributions with respect to the Class B shares.
6. The number of Class A shares into which Class B shares are converted
shall equal the number (including for this purpose fractions of a
share) obtained by dividing the net asset value per share of the Class
B shares for purposes of sales and redemptions thereof at the time of
the calculation of the net asset value on the Conversion Date by the
net asset value per share of the Class A shares for purposes of sales
and redemptions thereof at the time of the calculation of the net
asset value on the Conversion Date.
7. On the Conversion Date, the Class B shares converted into Class A
shares will cease to accrue dividends and will no longer be
outstanding and the rights of the holders thereof will cease (except
the right to receive declared but unpaid dividends to the Conversion
Date).
For purposes of the foregoing, the term "eligible Xxxxxxx fund" includes any and
all mutual funds for which Xxxxxxx Advisors, Inc. or an affiliate of Xxxxxxx
Advisors, Inc. serves as investment adviser, investment manager or principal
underwriter that offer shares that (i) have a contingent deferred sales charge
imposed upon certain redemptions of such shares and (ii) are exchangeable with
the Class B shares of the Series.
