Exhibit 6(a)
MANAGED ACCOUNTS SERVICES PORTFOLIO TRUST
DISTRIBUTION CONTRACT
SHARES OF BENEFICIAL INTEREST
CONTRACT made as of June 15, 1995, between MANAGED ACCOUNTS SERVICES
PORTFOLIO TRUST, a Delaware business trust ("Trust") and XXXXXXXX XXXXXXXX ASSET
MANAGEMENT INC., a Delaware corporation ("Xxxxxxxx Xxxxxxxx").
WHEREAS the Trust is registered under the Investment Company Act of 1940,
as amended ("1940 Act"), as an open-end management investment company and
currently has twelve distinct series of shares of beneficial interest
("Series"), which correspond to distinct portfolios and have been designated as
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, and PACE International Emerging Markets Equity
Investments; and
WHEREAS the Trust's board of trustees ("Board") has established an
unlimited number of shares of beneficial interest of each of the
above-referenced Series; and
WHEREAS Xxxxxxxx Xxxxxxxx is willing to act as principal distributor of
the share of beneficial interest of each such Series on the terms and conditions
hereinafter set forth;
WHEREAS Xxxxxxxx Xxxxxxxx proposes to act as investment manager and
administrator for the Trust and each of its Series;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints Xxxxxxxx Xxxxxxxx as its agent
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to be the principal distributor to sell and to arrange for the sale of the
shares of beneficial interest of each Series on the terms and for the period set
forth in this Contract. Xxxxxxxx Xxxxxxxx hereby accepts such appointment and
agrees to act hereunder. It is understood, however, that this appointment does
not preclude sales of the shares of beneficial interest directly through the
Trust's transfer agent in the manner set forth in the Registration Statement. As
used in this Contract, the term "Registration Statement" shall mean the
registration statement of the Trust, and any supplements thereto, under the
Securities Act of 1933, as amended ("1933 Act"), and the 1940 Act.
2. Services and Duties of Xxxxxxxx Xxxxxxxx.
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(a) Xxxxxxxx Xxxxxxxx agrees to sell shares of beneficial interest
on a best efforts basis from time to time during the term of this Contract as
agent for the Trust and upon the terms described in the Registration Statement.
(b) Upon the later of the date of this Contract or the initial
offering of the shares of beneficial interest to the public by a Series,
Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders,
satisfactory to Xxxxxxxx Xxxxxxxx, for shares of beneficial interest of that
Series and will accept such orders on behalf of the Trust as of the time of
receipt of such orders and promptly transmit such orders as are accepted to the
Trust's transfer agent. Purchase orders shall be deemed effective at the time
and in the manner set forth in the Registration Statement.
(c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to
sell shares of beneficial interest to such registered and qualified retail
dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"),
as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx
shall act only as principal and not as agent for the Trust.
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(d) The offering price of the shares of beneficial interest of each
Series shall be the net asset value per Share as next determined by the Trust
following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office. The Trust
shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of
net asset value.
(e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain
number of shares of beneficial interest.
(f) To facilitate redemption of shares of beneficial interest by
shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but
not required on behalf of the Trust to repurchase shares of beneficial interest
presented to it by shareholders and dealers at the price determined in
accordance with, and in the manner set forth in, the Registration Statement.
(g) Xxxxxxxx Xxxxxxxx shall have the right to use any list of
shareholders of the Trust or any other list of investors which it obtains in
connection with its provision of services under this Contract; provided,
however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or
lists to any unaffiliated person.
3. Authorization to Enter into Dealer Agreements and to Delegate Duties as
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Distributor. With respect to the shares of beneficial interest of any or all
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Series, Xxxxxxxx Xxxxxxxx may enter into a dealer agreement with PaineWebber or
any other registered and qualified dealer with respect to sales of the shares of
beneficial interest or the provision of service activities. In a separate
contract or as part of any such dealer agreement, Xxxxxxxx Xxxxxxxx also may
delegate to PaineWebber or another registered and qualified dealer
("sub-distributor") any or all of its duties specified in this Contract,
provided that such separate contract or dealer agreement imposes on the
sub-distributor bound thereby all applicable duties and conditions to which
Xxxxxxxx Xxxxxxxx is subject under this Contract, and further provided that such
separate contract or dealer agreement meets all requirements of the 1940 Act and
rules thereunder.
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4. Services Not Exclusive. The services furnished by Xxxxxxxx Xxxxxxxx
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hereunder are not to be deemed exclusive and Xxxxxxxx Xxxxxxxx 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 Xxxxxxxx Xxxxxxxx, 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 or a dissimilar nature.
5. Duties of the Trust.
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(a) The Trust reserves the right at any time to withdraw offering
shares of beneficial interest of any or all Series by written notice to Xxxxxxxx
Xxxxxxxx at its principal office.
(b) The Trust shall determine in its sole discretion whether
certificates shall be issued with respect to the shares of beneficial interest.
If the Trust has determined that certificates shall be issued, the Trust will
not cause certificates representing shares of beneficial interest to be issued
unless so requested by shareholders. If such request is transmitted by Xxxxxxxx
Xxxxxxxx, the Trust will cause certificates evidencing shares of beneficial
interest to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall
from time to time direct.
(c) The Trust shall keep Xxxxxxxx Xxxxxxxx fully informed of its
affairs and shall make available to Xxxxxxxx Xxxxxxxx copies of all information,
financial statements, and other papers which Xxxxxxxx Xxxxxxxx may reasonably
request for use in connection with the distribution of shares of beneficial
interest, including, without limitation, certified copies of any financial
statements prepared for the Trust by its independent public auditors and such
reasonable number of copies of the most current prospectus, statement of
additional information, and annual and interim reports of any Series as Xxxxxxxx
Xxxxxxxx may request, and the Trust shall cooperate fully in the efforts of
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Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the shares of beneficial
interest of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this
Contract.
(d) The Trust shall take, from time to time, all necessary action,
including payment of the related filing fee, as may be necessary to register the
shares of beneficial interest under the 1933 Act to the end that there will be
available for sale such number of shares of beneficial interest as Xxxxxxxx
Xxxxxxxx may be expected to sell. The Trust agrees to file, from time to time,
such amendments, reports, and other documents as may be necessary in order that
there will be no untrue statement of a material fact in the Registration
Statement, nor any omission of a material fact which omission would make the
statements therein misleading.
(e) The Trust shall use its best efforts to qualify and maintain the
qualification of an appropriate number of shares of beneficial interest of each
Series for sale under the securities laws of such states or other jurisdictions
as Xxxxxxxx Xxxxxxxx and the Trust may approve, and, if necessary or appropriate
in connection therewith, to qualify and maintain the qualification of the Trust
as a broker or dealer in such jurisdictions; provided that the Trust shall not
be required to amend its Trust Instrument or By-Laws to comply with the laws of
any jurisdiction, to maintain an office in any jurisdiction, to change the terms
of the offering of the shares of beneficial interest in any jurisdiction from
the terms set forth in its Registration Statement, to qualify as a foreign
corporation in any jurisdiction, or to consent to service of process in any
jurisdiction other than with respect to claims arising out of the offering of
the shares of beneficial interest. Xxxxxxxx Xxxxxxxx shall furnish such
information and other material relating to its affairs and activities as may be
required by the Trust in connection with such qualifications.
6. Expenses of the Trust. The Trust shall bear all costs and expenses of
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registering the shares of beneficial interest with the Securities and Exchange
Commission and state and other regulatory bodies, and shall assume expenses
related to communications with shareholders of each Series, including (i) fees
and disbursements of its counsel and independent public
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auditors; (ii) the preparation, filing and printing of registration statements
and/or prospectuses or statements of additional information required under the
federal securities laws; (iii) the preparation and mailing of annual and interim
reports, prospectuses, statements of additional information and proxy materials
to shareholders; and (iv) the qualifications of shares of beneficial interest
for sale and of the Trust as a broker or dealer under the securities laws of
such jurisdictions as shall be selected by the Trust and Xxxxxxxx Xxxxxxxx
pursuant to Paragraph 6(e) hereof, and the costs and expenses payable to each
such jurisdiction for continuing qualification therein.
7. Expenses of Xxxxxxxx Xxxxxxxx. Xxxxxxxx Xxxxxxxx shall bear all costs
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and expenses of (i) preparing, printing and distributing any materials not
prepared by the Trust and other materials used by Xxxxxxxx Xxxxxxxx in
connection with the sale of shares of beneficial interest under this Contract,
including the additional cost of printing copies of prospectuses, statements of
additional information, and annual and interim shareholder reports other than
copies thereof required for distribution to existing shareholders or for filing
with any federal or state securities authorities; (ii) any expenses of
advertising incurred by Xxxxxxxx Xxxxxxxx in connection with such offering;
(iii) the expenses of registration or qualification of Xxxxxxxx Xxxxxxxx as a
broker or dealer under federal or state laws and the expenses of continuing such
registration or qualification; and (iv) any compensation paid to Xxxxxxxx
Xxxxxxxx' employees and others for selling shares of beneficial interest, and
any expenses of Xxxxxxxx Xxxxxxxx, its employees and others who engage in or
support the sale of shares of beneficial interest as may be incurred in
connection with their sales efforts.
8. Indemnification.
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(a) The Trust agrees to indemnify, defend and hold Xxxxxxxx
Xxxxxxxx, its officers and directors, and any person who controls Xxxxxxxx
Xxxxxxxx within the meaning of Section 15 of the 1933 Act, free and harmless
from and against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection therewith) which
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Xxxxxxxx Xxxxxxxx, its officers, directors or any such controlling person may
incur under the 1933 Act, or under common law or otherwise, arising out of or
based upon any alleged untrue statement of a material fact contained in the
Registration Statement or arising out of or based upon any alleged omission to
state a material fact required to be stated in the Registration Statement or
necessary to make the statements therein not misleading, except insofar as such
claims, demands, liabilities or expenses arise out of or are based upon any such
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with information furnished in writing by
Xxxxxxxx Xxxxxxxx to the Trust for use in the Registration Statement; provided,
however, that this indemnity agreement shall not inure to the benefit of any
person who is also an officer or trustee of the Trust or who controls the Trust
within the meaning of Section 15 of the 1933 Act, unless a court of competent
jurisdiction shall determine, or it shall have been determined by controlling
precedent, that such result would not be against public policy as expressed in
the 1933 Act; and further provided, that in no event shall anything contained
herein be so construed as to protect Xxxxxxxx Xxxxxxxx against any liability to
the Trust or to the shareholders of any Series to which Xxxxxxxx Xxxxxxxx would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations under this Contract. The Trust shall not be liable
to Xxxxxxxx Xxxxxxxx under this indemnity agreement with respect to any claim
made against Xxxxxxxx Xxxxxxxx or any person indemnified unless Xxxxxxxx
Xxxxxxxx or other such person shall have notified the Trust in writing of the
claim within a reasonable time after the summons or other first written
notification giving information of the nature of the claim shall have been
served upon Xxxxxxxx Xxxxxxxx or such other person (or after Xxxxxxxx Xxxxxxxx
or the person shall have received notice of service on any designated agent).
However, failure to notify the Trust of any claim shall not relieve the Trust
from any liability which it may have to Xxxxxxxx Xxxxxxxx or any person against
whom such action is brought otherwise than on account of this indemnity
agreement. The Trust shall be entitled to participate at its own expense in the
defense or, if it so elects, to assume the defense of any suit brought to
enforce any claims subject to this indemnity agreement. If the Trust elects to
assume the
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defense of any such claim, the defense shall be conducted by counsel chosen by
the Trust and satisfactory to indemnified defendants in the suit whose approval
shall not be unreasonably withheld. In the event that the Trust elects to assume
the defense of any suit and retain counsel, the indemnified defendants shall
bear the fees and expenses of any additional counsel retained by them. If the
Trust does not elect to assume the defense of a suit, it will reimburse the
indemnified defendants for the reasonable fees and expenses of any counsel
retained by the indemnified defendants. The Trust agrees to notify Xxxxxxxx
Xxxxxxxx promptly of the commencement of any litigation or proceedings against
it or any of its officers or trustees in connection with the issuance or sale of
any of its shares of beneficial interest.
(b) Xxxxxxxx Xxxxxxxx agrees to indemnify, defend, and hold the
Trust, its officers and trustees and any person who controls the Trust within
the meaning of Section 15 of the 1933 Act, free and harmless from and against
any and all claims, demands, liabilities and expenses (including the cost of
investigating or defending against such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which the Trust, its trustees or
officers, or any such controlling person may incur under the 1933 Act or under
common law or otherwise arising out of or based upon any alleged untrue
statement of a material fact contained in information furnished in writing by
Xxxxxxxx Xxxxxxxx to the Trust for use in the Registration Statement, arising
out of or based upon any alleged omission to state a material fact in connection
with such information required to be stated in the Registration Statement
necessary to make such information not misleading, or arising out of any
agreement between Xxxxxxxx Xxxxxxxx and any retail dealer, or arising out of any
supplemental sales literature or advertising used by Xxxxxxxx Xxxxxxxx in
connection with its duties under this Contract. Xxxxxxxx Xxxxxxxx shall be
entitled to participate, at its own expense, in the defense or, if it so elects,
to assume the defense of any suit brought to enforce the claim, but if Xxxxxxxx
Xxxxxxxx elects to assume the defense, the defense shall be conducted by counsel
chosen by Xxxxxxxx Xxxxxxxx and satisfactory to the indemnified defendants whose
approval shall not be unreasonably withheld. In the event that Xxxxxxxx Xxxxxxxx
elects to assume the defense of any suit and retain counsel, the defendants
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in the suit shall bear the fees and expenses of any additional counsel retained
by them. If Xxxxxxxx Xxxxxxxx does not elect to assume the defense of any suit,
it will reimburse the indemnified defendants in the suit for the reasonable fees
and expenses of any counsel retained by them.
9. Limitation of Liability of the Trustees and Shareholders of the Trust.
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The trustees of the Trust and the shareholders of any Series shall not be liable
for any obligations of the Trust or any Series under this Contract, and Xxxxxxxx
Xxxxxxxx agrees that, in asserting any rights or claims under this Contract, it
shall look only to the assets and property of the Trust or the particular Series
in settlement of such right or claims, and not to such trustees or shareholders.
10. Services Provided to the Trust by Employees of Xxxxxxxx Xxxxxxxx. Any
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person, even though also an officer, director, employee or agent of Xxxxxxxx
Xxxxxxxx, who may be or become an officer, trustee, employee or agent of the
Trust, shall be deemed, when rendering services to the Trust or acting in any
business of the Trust, to be rendering such services to or acting solely for the
Trust and not as an officer, director, employee or agent or one under the
control or direction of Xxxxxxxx Xxxxxxxx even though paid by Xxxxxxxx Xxxxxxxx.
11. Duration and Termination.
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(a) This Contract shall become effective upon the date hereabove
written, provided that, with respect to any Series, this Contract shall not take
effect unless such action has first been approved by vote of a majority of the
Board and by vote of a majority of those trustees of the Trust who are not
interested persons of the Trust as defined in the 1940 Act ("Independent
Trustees"), cast in person at a meeting called for the purpose of voting on such
action.
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(b) Unless sooner terminated as provided herein, this Contract shall
continue in effect for a period of one year. 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 the Independent Trustees, 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 the shares of beneficial interest of such Series.
(c) Notwithstanding the foregoing, with respect to any Series, this
Contract may be terminated at any time, without the payment of any penalty, by
vote of the Board, by vote of a majority of the Independent Trustees or by vote
of a majority of the outstanding voting securities of the shares of beneficial
interest of such Series on sixty days' written notice to Xxxxxxxx Xxxxxxxx or by
Xxxxxxxx Xxxxxxxx at any time, without the payment of any penalty, on sixty
days' written notice to the Trust or such Series. This Contract will
automatically terminate in the event of its assignment.
(d) 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.
12. Amendment of this Contract. No provision of this Contract may be
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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.
13. Governing Law. This Contract shall be construed in accordance with
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the laws of the State of Delaware and the 1940 Act. 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.
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14. Notice. Any notice required or permitted to be given by either
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party to the other shall be deemed sufficient upon receipt in writing at the
other party's principal offices.
15. 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," "interested person"
and "assignment" shall have the same meanings as such terms have in the l940
Act.
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IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
ATTEST: MANAGED ACCOUNTS SERVICES
PORTFOLIO TRUST
/s/Xxxxxxxx Xxxxxxx By:/s/Xxxxxxx X. Xxxx
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ATTEST: XXXXXXXX XXXXXXXX ASSET MANAGEMENT INC.
/s/Xxxx Xxxxxxx By:/s/Xxxxxx X. X'Xxxxxxx
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