Exhibit No. 4(b)
INVESTMENT MANAGEMENT AND
ADMINISTRATION CONTRACT
Contract made as of March 1, 2001, between PAINEWEBBER MANAGED INVESTMENTS
TRUST, a Massachusetts business trust ("Trust"), and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ASSET
MANAGEMENT INC. ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇"), a Delaware corporation registered as an
investment adviser under the Investment Advisers Act of 1940, as amended
("Advisers Act"), and as a broker-dealer under the Securities Exchange Act of
1934, as amended ("1934 Act");
WHEREAS the Trust is registered under the Investment Company Act of 1940,
as amended ("1940 Act"), as an open-end management investment company, and is
authorized to offer for public sale distinct series of shares of beneficial
interest; and
WHEREAS the Trust desires and intends to have one or more investment
advisers ("Sub-Advisers") provide investment advisory and portfolio management
services with respect to the series of shares of beneficial interest of the
Trust designated as PaineWebber High Income Fund and each such other series as
to which this Contract may apply (each a "Series"); and
WHEREAS the Trust desires to retain ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as investment manager
and administrator to furnish certain administrative and portfolio management
services to the Trust with respect to the Series, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is
willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as investment
-----------
manager and administrator of the Trust and each Series for the period and on the
terms set forth in this Contract. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ accepts such appointment
and agrees to render the services herein set forth, for the compensation herein
provided.
2. Duties as Investment Manager; Appointment of Sub-Advisers
---------------------------------------------------------
(a) Subject to the oversight and direction of the Trust's Board of
Trustees ("Board"), ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will provide to the Trust investment
management evaluation services principally by performing initial reviews of
prospective Sub-Advisers for each Series and overseeing and monitoring
performance of the Sub-Advisers thereafter. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ agrees to report
to the Trust the results of its evaluation, oversight and monitoring functions
and to keep books and records of the Trust in connection therewith. Upon the
request of the Board, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will provide portfolio management
services with respect to any portion of Series' assets for which no Sub-Adviser
is responsible. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ further agrees to communicate performance
expectations and evaluations to the Sub-Advisers, and to recommend to the Trust
whether agreements with Sub-Advisers should be renewed, modified or terminated.
(b) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is responsible for informing the Sub-Advisers of
the investment objective(s), policies and restrictions of the Series for which
the Sub-Adviser is responsible, for informing or ascertaining that it is aware
of other legal and regulatory responsibilities applicable to the Sub-Adviser
with respect to the Series for which the Sub-Adviser is responsible, and for
monitoring the Sub-Advisers' discharge of their duties; but ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is
not responsible for the specific actions (or inactions) of a Sub-Adviser in the
performance of the duties assigned to it.
(c) With respect to each Sub-Adviser for a Series, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
shall enter into an agreement ("Sub-Advisory Agreement") with the Sub-Adviser in
substantially the form previously approved by the Board and shall seek approval
of the Board or a Series' shareholders in a manner consistent with the 1940 Act,
the rules thereunder or any applicable exemptive order.
(d) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be responsible for the fees payable to and
shall pay the Sub-Adviser of a Series the fee as specified in the Sub-Advisory
Agreement relating thereto.
(e) In the event that the Board shall request that ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
provide any portfolio management services to one or more Series, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ shall comply with this paragraph 2(e). ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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, use brokers who provide the Series with
research, analysis, advice and similar services to execute portfolio
transactions on behalf of the Series, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ may pay to those
brokers in return for brokerage and research services a higher commission than
may be charged by other brokers, subject to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇' determining in
good faith that such commission is reasonable in terms either of the particular
transaction or of the overall responsibility of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 the Series over the long term. In no
instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, or any affiliated person thereof, except in accordance with the
federal securities laws and the rules and regulations thereunder. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ may aggregate sales and purchase orders with respect to the assets of
the Series with similar orders being made simultaneously for other accounts
advised by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or its affiliates. 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 over time to each account; the Trust recognizes
that in some cases this procedure may adversely affect the results obtained for
the Series. In providing any portfolio management services, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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 the Board reasonably may request. In compliance
with the requirements of Rule 31a-3 under the 1940 Act, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ hereby
agrees that all records which it maintains for the Trust are the property of the
Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the
1940 Act any records which it maintains for the Trust and which 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 Trust upon request
by the Trust. In providing any portfolio management services, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
will oversee the computation of the net asset value and the net income of each
Series as described in the currently effective registration statement of the
Trust under the Securities Act of 1933, as amended, and the 1940 Act and any
supplements thereto ("Registration Statement") or as more frequently requested
by the Board. The Fund hereby authorizes ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and any entity or
persons associated with ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ which is a member of a national
securities exchange to effect any transaction on such exchange for the account
2
of the Fund, which transaction is permitted by Section 11(a) of the 1934 Act and
Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of
compensation by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or any entity or persons associated with
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for such transactions.
3. Duties as Administrator. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will administer the affairs
-----------------------
of the Trust and Series subject to the oversight and direction of the Board and
the following understandings:
(a) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will supervise all aspects of the operations of
the Trust and the Series, including oversight of transfer agency, custodial and
accounting services, except as hereinafter set forth; provided, however, that
nothing herein contained shall be deemed to relieve or deprive the Board of any
of its responsibilities with respect to the conduct of the affairs of the Trust
and the Series.
(b) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will provide the Trust and each Series with such
corporate, administrative and clerical personnel (including officers of the
Trust) and services as are reasonably deemed necessary or advisable by the
Board, including the maintenance of certain books and records of the Trust and
Series in connection with the administration of the Trust.
(c) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will arrange, but not pay, for the periodic
preparation, updating, filing and dissemination (as applicable) of the Trust's
Registration Statement, proxy material, tax returns and required reports to
shareholders of each Series and the Securities and Exchange Commission and other
appropriate federal or state regulatory authorities.
(d) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will provide the Trust 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.
(e) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will provide the Board on a regular basis with
economic and investment analyses and reports and make available to the Board
upon request any economic, statistical and investment services normally
available to institutional or other customers of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
4. Further Duties. In all matters relating to the performance of this
--------------
Contract, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will act in conformity with the Declaration of
Trust, By-Laws and the currently effective Registration Statement and with the
instructions and directions of the Board and will comply with the requirements
of the 1940 Act, the Advisers Act, and the rules under each, and all other
applicable federal and state laws and regulations.
5. Services Not Exclusive. The services furnished by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------
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 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.
3
6. Expenses.
--------
(a) During the term of this Contract, each Series will bear all
expenses, not specifically assumed by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, incurred in its
operations and the offering of its shares.
(b) Expenses borne by each Series will include but not be limited to
the following (or the Series' proportionate share of the following): (i) the
cost (including brokerage commissions) of securities purchased or sold by the
Series and any losses incurred in connection therewith; (ii) fees payable to and
expenses incurred on behalf of the Series by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ under this
Contract; (iii) expenses of organizing the Series; (iv) filing fees and expenses
relating to the registrations and qualification of the Series' shares and the
Trust under federal and/or state securities laws and maintaining such
registration and qualifications; (v) fees and salaries payable to the Trust's
Trustees and officers who are not interested persons of the Trust or ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇; (vi) all expenses incurred in connection with the Trustees' services,
including travel expenses; (vii) taxes (including any income or franchise taxes)
and governmental fees; (viii) costs of any liability, uncollectible items of
deposit and other insurance and fidelity bonds; (ix) any costs, expenses or
losses arising out of a liability of or claim for damages or other relief
asserted against the Trust or the Series for violation of any law; (x) legal,
accounting and auditing expenses, including legal fees of special counsel for
those Trustees of the Trust who are not interested persons of the Trust; (xi)
charges of custodians, transfer agents and other agents; (xii) costs of
preparing share certificates; (xiii) expenses of setting in type and printing
prospectuses and supplements thereto, statements of additional information and
supplements thereto, reports and proxy materials for existing shareholders;
(xiv) costs of mailing prospectuses and supplements thereto, statements of
additional information and supplements thereto, reports and proxy materials to
existing shareholders; (xv) any extraordinary expenses (including fees and
disbursements of counsel, costs of actions, suits or proceedings to which the
Trust is a party and the expenses the Trust may incur as a result of its legal
obligation to provide indemnification to its officers, Trustees, agents and
shareholders) incurred by the Trust or the Series; (xvi) fees, voluntary
assessments and other expenses incurred in connection with membership in
investment company organizations; (xvii) costs of mailing and tabulating proxies
and costs of meetings of shareholders, the Board and any committees thereof;
(xviii) the cost of investment company literature and other publications
provided by the Trust to its Trustees and officers; (xix) costs of mailing,
stationery and communications equipment; (xx) expenses incident to any dividend,
withdrawal or redemption options; (xxi) charges and expenses of any outside
pricing service used to value portfolio securities; (xxii) interest on
borrowings of the Trust; and (xxiii) any fees or expenses related to license
agreements with respect to securities indices.
(c) The Trust or a Series may pay directly any expenses incurred by it
in its normal operations and, if any such payment is consented to by ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ and acknowledged as otherwise payable by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to
this Contract, a Series may reduce the fee payable to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant
to Paragraph 7 thereof by such amount. To the extent that such deductions exceed
the fee payable to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ on any monthly payment date, such excess
shall be carried forward and deducted in the same manner from the fee payable on
succeeding monthly payment dates.
4
(d) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will assume the cost of any compensation for
services provided to the Trust received by the officers of the Trust and by
those Trustees who are interested persons of the Trust.
(e) The payment or assumption by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of any expenses of
the Trust or a Series that ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is not required by this Contract to
pay or assume shall not obligate ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to pay or assume the same or
any similar expense of the Trust or a Series on any subsequent occasion.
7. Compensation.
------------
(a) For the services provided and the expenses assumed pursuant to this
Contract, the Trust will pay to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ a fee with respect to
PaineWebber High Income Fund, computed daily and paid monthly, at an annual rate
of 0.50% of average daily net assets.
(b) For the services provided and the expenses assumed pursuant to this
Contract with respect to any Series hereafter established, the Trust will pay to
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ from the assets of such Series a fee in an amount to be agreed
upon in a written fee agreement ("Fee Agreement") executed by the Trust on
behalf of such Series and by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. All such Fee Agreements shall
provide that they are subject to all terms and conditions of this Contract.
(c) The fee shall be computed daily and paid monthly to ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ on or before the last business day of the next succeeding calendar
month.
(d) If this Contract becomes effective or terminates before the end of
any month, the fee for the period from the effective day 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 prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs.
8. Limitation of Liability of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and
--------------------------------------------
its officers, directors, employees and delegates, including any Sub-Adviser or
Sub-Administrator to a Series, shall not be liable for any error of judgment or
mistake of law or for any loss suffered by any Series, the Trust or any of its
shareholders, in connection with the matters to which this Contract relates,
except to the extent that such a loss results 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
Trust shall be deemed, when rendering services to a Series or the Trust or
acting with respect to any business of such Series or the Trust, to be rendering
such service to or acting solely for the Series or the Trust and not as an
officer, director, employee, or agent or one under the control or direction of
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ even though paid by it.
9. Limitation of Liability of the Trustees and Shareholders of the Trust.
---------------------------------------------------------------------
The Trustees of the Trust and the shareholders of any Series shall not be liable
for any obligations of any Series or the Trust under this Agreement and ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ agrees that, in asserting any rights or claims under this Agreement, it
shall look only to the assets and property of the Trust in settlement of such
right or claim, and not to such Trustees or shareholders.
5
10. Duration and Termination.
------------------------
(a) This Contract shall become effective for each Series upon the day
and year first written above, 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 Trust 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 shall
continue in effect for two years from the above written date. 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 those Trustees of the
Trust 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 a Series, this
Contract 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 Series on sixty days' written notice to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and
may be terminated by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at any time, without the payment of any
penalty, on sixty days' written notice to the Trust. Termination of this
Contract with respect to a 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.
11. Amendment of this Contract. No provision of this Contract may 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 a
Series shall be effective until approved by vote of a majority of the Series'
outstanding voting securities.
12. Governing Law. This Contract shall be construed in accordance with
-------------
the laws of the State of New York, without giving effect to the conflicts of
laws principles thereof, and in accordance with the 1940 Act, provided, however,
that section 9 above will be construed in accordance with the laws of the
Commonwealth of Massachusetts. To the extent that the applicable laws of the
State of New York or the Commonwealth of Massachusetts conflict with the
applicable provisions of the 1940 Act, the latter shall control.
13. Miscellaneous. The captions in this Contract 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 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," "national
securities exchange," "net assets," "prospectus," "sale," "sell" and "security"
6
shall have the same meaning as such terms have in the 1940 Act, subject to such
exemption as may be granted by the Securities and Exchange Commission by any
rule, regulation or order. Where the effect of a requirement of the 1940 Act
reflected in any provision of this contract is relaxed by a rule, regulation or
order of the Securities and Exchange Commission, whether of special or general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated as of the day and year first above
written.
PAINEWEBBER MANAGED INVESTMENTS TRUST
Attest: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇
---------------- -----------------------
▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ASSET
MANAGEMENT INC.
Attest: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇. Doberman
------------------- -------------------
▇▇▇ ▇. Doberman
7