Exhibit No. 4(b)
SUB-ADVISORY AND SUB-ADMINISTRATION CONTRACT
Contract made as of September 10, 1990, 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 September 10, 1990 ("Advisory Contract") with
PaineWebber Managed Municipal Trust ("Trust"), an open-end management 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, each corresponding to a distinct portfolio; and
WHEREAS the Trust's Board of Trustees ("Board") has established the
PaineWebber RMA California Municipal Money Fund and the PaineWebber RMA New York
Municipal Money Fund as series of shares of beneficial interest of the Trust
("Series"); and
WHEREAS under the Advisory Contract PaineWebber has agreed to provide
certain investment advisory and administrative services to the Series; 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, 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
contained herein, it is agreed between the parties as follows:
1. APPOINTMENT. PaineWebber hereby appoints ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as 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 below.
2. SERVICES AND DUTIES OF ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
(a) Subject to the supervision of the 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 securities and other investments will be
purchased, retained or sold by each Series.
(b) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ agrees that in placing orders with brokers and
dealers, it will attempt to obtain the best net result in terms of price and
execution; provided that, on behalf of each Series, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ may, in
its discretion, purchase and sell portfolio securities to and from 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 research and analysis, a higher commission or spread than may be charged by
other brokers and dealers, subject to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇' determining in good
faith that such commission or spread 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 or spreads 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. 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 Trust 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-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.
(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 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 PaineWebber or the Board.
(e) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will assist in administering the affairs of 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
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 Trust and each
Series.
(ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will provide the Series with such
administrative and clerical personnel (including officers of the Trust) as are
reasonably deemed necessary or
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advisable by the Board and PaineWebber and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will pay the
salaries of all such personnel.
(iii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will provide 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 each Series.
(iv) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will arrange, but not pay for, the periodic
preparation, updating, filing and dissemination (as applicable) of the Trust's
Registration Statement relating to the Series, 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 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 provide
to the Board and each Series the services described in subparagraphs 3(e), (f)
and (g) of the Advisory Contract.
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 Registration Statement of the Trust and with the instructions
and directions of the Board and PaineWebber, and will comply with the
requirements of the 1940 Act, the rules thereunder, and all other applicable
federal and state laws and regulations.
5. SERVICES NOT EXCLUSIVE. The services furnished by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
hereunder are not to be deemed to be exclusive, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be
free to 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.
6. EXPENSES. During the term of this Contract, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will
pay all expenses incurred by it in connection with its services under this
Contract.
7. COMPENSATION. For the services provided and expenses assumed 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 Trust pursuant to the Advisory Contract with respect to
such Series, such compensation to be paid monthly.
8. LIMITATION OF LIABILITY OF ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will
not be liable for any error of judgment or mistake of law or for any loss
suffered by PaineWebber or the Trust 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
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performance of its duties or from reckless disregard by it of its obligations or
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 services to or acting solely for the Series
and not as an officer, director, employee, or agent or one under the control or
direction of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ even though paid by it.
10. DURATION AND TERMINATION.
(a) This Contract will become effective upon the date hereabove written
provided that, with respect to a 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 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 12 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 a Series by vote of a majority of the
outstanding voting securities of such Series.
(c) Notwithstanding the foregoing, with respect to either or both Series,
this Contract may be terminated by either 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 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 one Series shall in
no way affect the continued validity of this Contract or the performance
thereunder with respect to the other Series. This Contract will automatically
terminate in the event of its assignment and will automatically terminate upon
termination of the Advisory Contract.
10. 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 such Series'
outstanding voting securities.
11. GOVERNING LAW. This Contract shall be construed in accordance with
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.
12. 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
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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
meaning as such terms have in the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
Attest: PAINEWEBBER INCORPORATED
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Attest: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ASSET MANAGEMENT INC.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
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