Exhibit 5(b)
SUB-ADVISORY AND SUB-ADMINISTRATION AGREEMENT
Contract made as of April 13, 1995, between PAINEWEBBER INCORPORATED
("PaineWebber"), a Delaware corporation registered as a broker-dealer under
the Securities Exchange Act of 1934, as amended ("1934 Act") and as an
investment adviser under the Investment Advisers Act of 1940, as amended
("Advisers Act"), and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ASSET MANAGEMENT INC. ("▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇"), a Delaware corporation registered as a broker-dealer under the
1934 Act and as an investment adviser under the Advisers Act.
WHEREAS PaineWebber has entered into an Investment Advisory and
Administration Contract dated April 13, 1995 ("Advisory Contract") with
PaineWebber/▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Municipal Money Market Series ("Fund"), an
open-end investment company registered under the Investment Company Act of
1940, as amended ("1940 Act"), which offers for public sale distinct series
of shares of beneficial interest ("Series"), each corresponding to a
distinct portfolio; and
WHEREAS under the Advisory Contract PaineWebber has agreed to provide
certain investment advisory and administrative services to the Series as
now exist and as hereafter may be established; and
WHEREAS the Advisory Contract authorizes PaineWebber to delegate
certain of its duties as investment adviser and administrator under the
Advisory Contract to a sub-adviser or sub-administrator; and
WHEREAS PaineWebber wishes to retain ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as sub-adviser
and sub-administrator to provide certain investment advisory and
administrative services to PaineWebber and each Series of the Fund as
listed in Schedule A to this agreement, as such schedule may be revised
from time to time, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is willing to render such services
as described herein upon the terms set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. PaineWebber hereby appoints ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as
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its sub-adviser and sub-administrator with respect to each Series and
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ accepts such appointment and agrees that it will furnish
the services set forth in Paragraph 2.
2. Services and Duties of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
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(a) Subject to the supervision of the Board of Trustees ("Board") and
PaineWebber, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will provide a continuous investment program
for each Series, including investment research and management with respect
to all securities, investments and cash equivalents held in the portfolio
of each Series. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will determine from time to time what
investments will be purchased, retained or sold by each Series. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ will be responsible for placing purchase and sale orders for
investments and for other related transactions. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will
provide services under this agreement in accordance with the Series'
investment objective, policies and restrictions as stated in the Series'
Prospectuses.
(b) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 any Series, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ may, in its
discretion, effect securities transactions with brokers and dealers who
provide the Series with research, analysis, advice and similar services,
and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ may pay to those brokers and dealers, in return for
brokerage and research services and analysis, a higher commission than may
be charged by other brokers and dealers, subject to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇'
determining in good faith that such commission is reasonable in terms
either of the particular transaction or of the overall responsibility of
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and its affiliates to such Series and its other clients
and that the total commissions paid by such Series will be reasonable in
relation to the benefits to such Series over the long term. In no instance
will portfolio securities be purchased from or sold to PaineWebber,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or any affiliated person thereof, except in accordance
with the federal securities laws and the rules and regulations thereunder,
or any applicable exemptive orders. Whenever ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
simultaneously places orders to purchase or sell the same security on
behalf of a Series and one or more other accounts advised by ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, such orders will be allocated as to price and amount among all
such accounts in a manner believed to be equitable to each account. The
Fund recognizes that in some cases this procedure may adversely affect the
results obtained for a Series.
(c) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will oversee the maintenance of all books and
records with respect to the securities transactions of each Series and will
furnish the Board with such periodic and special reports as PaineWebber or
the Board reasonably may request. In compliance with the requirements of
Rule 31a-2 under the 1940 Act, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ hereby agrees that all
records which it maintains for the Fund are the property of the Fund,
agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940
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Act any records which it maintains for the Fund and which are required to
be maintained by Rule 31a-1 under the 1940 Act, and further agrees to
surrender promptly to the Fund any records which it maintains for the Fund
upon request by the Fund.
(d) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will oversee the computation of the net asset
value and net income of each Series as described in the currently effective
registration statement of the Fund under the Securities Act of 1933, as
amended, and 1940 Act and any supplements thereto ("Registration
Statement") or as more frequently requested by the Board.
(e) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will assist in administering the affairs of the
Fund and each Series, subject to the supervision of the Board and
PaineWebber, and further subject to the following understandings:
(i) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will supervise all aspects of the operation
of the Fund and each Series except as hereinafter set forth; provided,
however, that nothing herein contained shall be deemed to relieve or
deprive the Board of its responsibility for and control of the conduct of
affairs of the Fund and each Series.
(ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will provide the Fund and each Series with
such administrative and clerical personnel (including officers of the Fund)
as are reasonably deemed necessary or advisable by the Board and
PaineWebber and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will pay the salaries of all such
personnel.
(iii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will provide the Fund and each Series
with such administrative and clerical services as are reasonably deemed
necessary or advisable by the Board and PaineWebber, including the
maintenance of certain of the books and records of the Fund and each
Series.
(iv) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will arrange, but not pay for, the
periodic preparation, updating, filing and dissemination (as applicable) of
the Fund's Registration Statement, proxy material, tax returns and reports
to shareholders of each Series, the Securities and Exchange Commission and
other appropriate federal or state regulatory authorities.
(v) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will provide the Fund and each Series with,
or obtain for it, adequate office space and all necessary office equipment
and services, including telephone service, heat, utilities, stationery
supplies and similar items.
3. Duties Retained by PaineWebber. PaineWebber will continue to
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provide to the Board and each Series the services described in subparagraph
3(e) of the Advisory Contract.
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4. Further Duties. In all matters relating to the performance of
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this Contract, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will act in conformity with the Fund's
Declaration of Trust, By-Laws and Registration Statement of the Fund and
with the written instructions and directions of the Board and PaineWebber,
and will comply with the requirements of the 1940 Act, the Investment
Advisers Act of 1940 ("Advisers Act"), the rules thereunder, and all other
applicable federal and state laws and regulations.
5. Services Not Exclusive. The services furnished by ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ hereunder are not to be deemed exclusive, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, who may also be a trustee, officer or employee of the
Fund, 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.
6. Expenses. During the term of this Contract, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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will pay all expenses incurred by it in connection with its services under
this Contract.
7. Compensation. For the services provided and the expenses assumed
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by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to this Contract with respect to each Series,
PaineWebber will pay to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ a fee equal to 20% of the fee
received by PaineWebber from the Fund pursuant to the Advisory Contract
with respect to such Series, such compensation to be paid monthly.
8. Limitation of Liability. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and its delegates
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will not be liable for any error of judgment or mistake of law or for any
loss suffered by PaineWebber or the Fund or the shareholders of any Series
in connection with the performance of this Contract, 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. Any person, even though
also an officer, director, employee, or agent of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, who may
be or become an officer, trustee, employee or agent of the Fund shall be
deemed, when rendering services to any Series of the Fund or acting with
respect to any business of such Series or the Fund, to be rendering such
services to or acting solely for the Series or the Fund and not as an
officer, director, employee, or agent or one under the control or direction
of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ even though paid by it.
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9. Duration and Termination.
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(a) This Contract will become effective upon the date first above
written, provided that, with respect to any Series, this Contract shall not
take effect unless it has first been approved (i) by a vote of a majority
of those trustees of the Fund 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 that Series' outstanding voting securities.
(b) Unless sooner terminated as provided herein, this Contract will
continue in effect for two years from the above written date. Thereafter,
if not terminated, this Contract will 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 Fund 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, with
respect to any given Series, by vote of a majority of the outstanding
voting securities of such Series.
(c) Notwithstanding the foregoing, with respect to any Series, this
Contract may be terminated by any party hereto at any time, without the
payment of any penalty, on sixty days' written notice to the other party;
this Contract also 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 such Series on sixty days' written notice
to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and PaineWebber. Termination of this Contract with
respect to any given Series shall in no way affect the continued validity
of this Contract or the performance thereunder with respect to any other
Series. This Contract will terminate automatically in the event of its
assignment or upon termination of the Advisory Contract.
10. Amendment of this Agreement. No provision of this Contract may
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be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought, and no amendment of
this Contract as to any given Series shall be effective until approved by
vote of a majority of such Series' outstanding voting securities.
11. Governing Law. This Contract shall be construed in accordance
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with the laws of the State of Delaware without giving effect to the
conflicts of laws principles thereof and the 1940 Act provided, however,
that Section 12 will be construed in accordance with the laws of the
Commonwealth of Massachusetts. To the extent that the applicable laws of
the State of Delaware or the
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Commonwealth of Massachusetts conflict with the applicable provisions of
the 1940 Act, the latter shall control.
12. Limitation of Liability of the Trustees and Shareholders of the
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Trust. No Trustee, shareholder, officer, employee or agent of any Series
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shall be liable for any obligations of any Series or the Fund under this
Contract, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ agrees that, in asserting any rights or
claims under this Contract, it shall look only to the assets and property
of the Fund in settlement of such right or claim, and not to such Trustee,
shareholder, officer, employee or agent. The Fund represents that a copy
of its Declaration of Trust is on file with the Secretary of the
Commonwealth of Massachusetts and the Boston City Clerk.
13. Miscellaneous. The captions in this Contract are included for
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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 Agreement is affected 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.
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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.
PAINEWEBBER INCORPORATED
Attest:
By:
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Title:
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ASSET
Attest: MANAGEMENT INC.
By:
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Title:
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SCHEDULE A
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1. PaineWebber/▇▇▇▇▇▇, Peabody Municipal Money Market Series -
Connecticut Series
2. PaineWebber/▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Municipal Money Market Series -
New Jersey Series
3. PaineWebber/▇▇▇▇▇▇, Peabody Municipal Money Market Series -
New York Series
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