For period ending July 31, 2016 Exhibit 77Q1
File number 811-8764
SUB-ADVISORY AGREEMENT
Agreement dated as of February 10, 2016 between UBS
Asset Management (Americas) Inc. ("UBS AM"), a Delaware
corporation, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated ("Sub-
Adviser"), a Wisconsin corporation (the "Agreement").
RECITALS
(1) UBS AM has entered into a Management Agreement
dated as of August 1, 2008 ("Management Agreement"),
with PACE(r) Select Advisors Trust ("Trust"), an open-end
management investment company registered under the
Investment Company Act of 1940, as amended ("1940 Act"),
with respect to PACE(r) International Equity Investments
("Portfolio"); and
(2) UBS AM is authorized to retain one or more sub-
advisers to furnish certain investment advisory services to
UBS AM and the Portfolio;
(3) UBS AM desires to retain the Sub-Adviser to furnish
certain investment advisory services to UBS AM and the
Portfolio or a designated portion of the assets ("Segment")
of the Portfolio; and
(4) The Sub-Adviser is willing to furnish such services;
Now therefore, in consideration of the premises and mutual
covenants herein contained, UBS AM and the Sub-Adviser
agree as follows:
1. Appointment. UBS AM hereby appoints the Sub-Adviser
as an investment sub-adviser with respect to the Portfolio or
Segment for the period and on the terms set forth in this
Agreement. The Sub-Adviser accepts that appointment and
agrees to render the services herein set forth, for the
compensation herein provided.
2. Duties as Sub-Adviser.
(a) Subject to the supervision and direction of the Trust's
Board of Trustees (the "Board") and review by UBS AM, and
any written guidelines adopted by the Board or UBS AM the
Sub-Adviser will provide a continuous investment program
for the Portfolio or Segment, including investment research
and discretionary management with respect to all securities
and investments and cash equivalents in the Portfolio or
Segment. The Sub-Adviser will determine from time to time
what investments will be purchased, retained or sold by the
Portfolio or Segment. The Sub-Adviser will be responsible
for placing purchase and sell orders for investments and for
other related transactions for the Portfolio or Segment. The
Sub-Adviser understands that the Portfolio's assets need to
be managed so as to permit the Portfolio to qualify or to
continue to qualify as a regulated investment company
under Subchapter M of the Internal Revenue Code, as
amended ("Code"). The Sub-Adviser will provide services
under this Agreement in accordance with the Portfolio's
investment objective, policies and restrictions as stated in
the Trust's currently effective registration statement under
the 1940 Act, and any amendments or supplements thereto
("Registration Statement"). The Sub-Adviser, on each
business day, shall provide UBS AM and the Trust's custodian
such information as UBS AM and the Trust's custodian may
reasonably request relating to all transactions concerning
the Portfolio or Segment.
UBS AM hereby designates and appoints the Sub-Adviser as
its and the Portfolio's limited purpose agent and attorney-in-
fact, without further prior approval of UBS AM (except as
expressly provided for herein or as may be required by law)
to make and execute, in the name and on behalf of the
Portfolio, all agreements, instruments and other documents
and to take all such other action which the Sub-Adviser
considers necessary or advisable to carry out its duties
hereunder. By way of example and not by way of limitation,
in connection with any purchase for the Portfolio or
Segment of securities or instruments that are not registered
under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), the Sub-Adviser shall have the full power
and authority, among other things, to: (i) commit to
purchase such securities for the Portfolio on the terms and
conditions under which such securities are offered; (ii)
execute such account opening and other agreements,
instruments and documents (including, without limitation,
purchase agreements, subscription documents, ISDA and
other swap and derivative documents), and make such
commitments, as may be required in connection with the
purchase and sale of such securities or instruments; (iii)
represent that the Portfolio is an "accredited investor" as
defined in Rule 501 (a) of Regulation D under the Securities
Act and a "Qualified Institutional Buyer" as defined in Rule
144A (a) (1) (i) under the Securities Act; and (iv) commit that
such securities will not be offered or sold by the Portfolio
except in compliance with the registration requirements of
the Securities Act or an exemption therefrom. This power-of-
attorney is a continuing power-of-attorney and shall remain
in full force and effect until revoked by UBS AM or the Trust
in writing, but any such revocation shall not affect any
transaction initiated prior to receipt by the Sub-Adviser of
such notice.
When investing in non-US securities, the Sub-Advisor is
responsible for identifying and complying with all applicable
laws and regulations of the jurisdiction in which the security
is traded. The Sub-Advisor shall use the degree of care,
diligence and skill that a reasonably prudent investment
manager would exercise under the circumstances not to
establish or add to existing positions in securities that are
subject to any applicable foreign ownership limits or levels
("FOL'') at a time when it is reasonably foreseeable that such
purchases will have to be sold due to FOL limits or levels.
(b) The Sub-Adviser agrees that it will not consult with any
other sub-adviser ("Other Sub-Adviser") for the Trust or
Portfolio concerning any transaction by the Portfolio or
Segment in securities or other assets, including (i) the
purchase by the Portfolio or Segment of a security issued by
the Other Sub-Adviser, or an affiliate of the Other Sub-
Adviser, to the Trust or Portfolio except as permitted by the
1940 Act or (ii) transactions by the Portfolio or Segment in
any security for which the Other Sub-Adviser, or its affiliate,
is the principal underwriter.
(c) Unless otherwise instructed by UBS AM or the Trust, the
Sub-Adviser agrees that it will be responsible for voting
proxies of issuers of securities held by the Portfolio or
Segment. The Sub-Adviser further agrees that it will adopt
written proxy voting procedures that shall comply with the
requirements of the 1940 Act and the Investment Advisers
Act of 1940, as amended ("Advisers Act") ("Proxy Voting
Policy"), and that shall be acceptable to the Board. The Sub-
Adviser shall also provide its Proxy Voting Policy, and if
requested by UBS AM, a summary of such Proxy Voting
Policy for inclusion in the Trust's registration statement, and
will provide UBS AM with any material amendment to the
Proxy Voting Policy within a reasonable time after such
amendment has taken effect. The Sub-Adviser further
agrees that it will provide the Board on or before August 1st
of each year, or more frequently as the Board may
reasonably request, with a written report of the proxies
voted during the most recent 12-month period ending June
30, or such other period as the Board may designate, in a
format that shall comply with the 1940 Act and that shall be
acceptable to the Board.
(d) The Sub-Adviser agrees that upon the request of
UBS AM or the Board, Sub-Adviser shall exercise the rights
incident to the securities held by the Portfolio or Segment in
the context of a bankruptcy or other reorganization. The
Sub-Adviser further agrees that it will keep UBS AM fully
informed about any such actions that it intends to take.
(e) The Sub-Adviser agrees that it will place orders with
brokers in accordance with best execution policies, taking
into account best price as an important factor in this
decision, provided that, on behalf of the Portfolio or
Segment, the Sub-Adviser may, in its discretion, use brokers
that provide the Sub-Adviser with research, analysis, advice
and similar services to execute portfolio transactions on
behalf of the Portfolio or Segment, and the Sub-Adviser may
pay to those brokers in return for brokerage and research
services a higher commission than may be charged by other
brokers, subject to the Sub-Adviser's determination in good
faith that such commission is reasonable in terms either of
the particular transaction or of the overall responsibility of
the Sub-Adviser to the Portfolio or Segment and its other
clients and that the total commissions paid by the Portfolio
or Segment will be reasonable in relation to the benefits to
the Portfolio or Segment over the long term. In no instance
will portfolio securities be purchased from or sold to UBS AM
or the Sub-Adviser, the Trust's principal underwriter, or any
affiliated person thereof, except in accordance with the
federal securities laws and the rules and regulations
thereunder. The Sub-Adviser may aggregate sales and
purchase orders with respect to the assets of the Portfolio or
Segment with similar orders being made simultaneously for
other accounts advised by the Sub-Adviser or its affiliates.
Whenever the Sub-Adviser simultaneously places orders to
purchase or sell the same security on behalf of the Portfolio
or Segment and one or more other accounts advised by the
Sub-Adviser, the 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. UBS AM recognizes
that in some cases this procedure may adversely affect the
results obtained for the Portfolio or Segment.
Subject to the Sub-Adviser's obligations to seek best
execution, UBS AM agrees that the Sub-Adviser, in its sole
discretion, may place transactions on behalf of the Portfolio
or Segment and the Trust with any broker-dealer deemed to
be an affiliate (including affiliated FCMs) of the Sub-Adviser
(the "Affiliated Broker-Dealers") so long as such transactions
are effected in conformity with the requirements (including
any applicable exemptions and administrative
interpretations set forth in Part II of the Sub-Adviser's Form
ADV Registration Statement on file with the Securities and
Exchange Commission ("Form ADV")) of Section 11(a)(1)(H)
of the Securities Exchange Act of 1934 (the "1934 Act"), and
in compliance with Rules 17e-1 or 10f-3 under the 1940 Act
or other applicable rules and the Trust's policies and
procedures thereunder. In all such dealings, the Affiliated
Broker-Dealers shall be authorized and entitled to retain any
commissions, remuneration or profits which may be made in
such transactions and shall not be liable to account for the
same to UBS AM, the Portfolio or the Trust. In the event
Sub-Adviser becomes affiliated (as deemed under the
federal securities laws) with a broker-dealer during the term
of this Agreement, Sub-Adviser shall obtain the approval of
the Trust's Board of Trustees prior to commencement of
transactions with such broker-dealer on behalf of the
Portfolio or the Trust.
UBS AM further authorizes the Sub-Adviser and its Affiliated
Broker-Dealers to execute agency cross transactions (the
"Cross Transactions") on behalf of the Portfolio and the
Trust. Cross Transactions are transactions which may be
effected by the Affiliated Broker-Dealers acting for both the
Portfolio or the Trust and the counterparty to the
transaction. Cross Transactions enable the Sub-Adviser to
purchase or sell a block of securities for the Portfolio or the
Trust at a set price and possibly avoid an unfavorable price
movement that may be created through entrance into the
market with such purchase or sale order. As such, the Sub-
Adviser believes that Cross Transactions can provide
meaningful benefits for the Portfolio and the Trust and its
clients generally. UBS AM, the Portfolio and the Trust should
be aware, however, that in a Cross Transaction an Affiliated
Broker-Dealer will be receiving commissions from both sides
of the trade and, therefore, there is a potentially conflicting
division of loyalties and responsibilities. Sub-Adviser shall
effect such Cross Transactions in compliance with Rule
206(3)-2 under the Advisers Act, Rule 17a-7 under the 1940
Act, and any other applicable provisions of the federal
securities laws and shall provide UBS AM with periodic
reports describing such agency cross transactions. UBS AM
understands that the authority of the Sub-Adviser to execute
agency Cross Transactions for the Portfolio is terminable at
will without penalty, effective upon receipt by the Sub-
Adviser of written notice from UBS AM, and that the failure
to terminate such authorization will result in its
continuation.
(f) The Sub-Adviser shall maintain separate detailed records
of all matters pertaining to the Portfolio or Segment,
including, without limitation, brokerage and other records of
all securities transactions. Any records required to be
maintained and preserved pursuant to the provisions of Rule
31a-1 and Rule 31a-2 promulgated under the 1940 Act that
are prepared or maintained by the Sub-Adviser on behalf of
the Trust are the property of the Trust and will be
surrendered promptly to the Trust upon request. The Sub-
Adviser further agrees to preserve for the periods prescribed
in
Rule 31a-2 under the 1940 Act the records required to be
maintained under Rule 31a-1 under the 1940 Act, and will
furnish the Board and UBS AM with such periodic and special
reports as the Board or UBS AM may request.
(g) At such times as shall be reasonably requested by the
Board or UBS AM, the Sub-Adviser will provide the Board
and UBS AM with economic and investment analyses and
reports as well as quarterly reports setting forth the
performance of the Portfolio or Segment and make available
to the Board and UBS AM any economic, statistical and
investment services that the Sub-Adviser normally makes
available to its institutional or other customers.
(h) In accordance with procedures adopted by the Board, as
amended from time to time, the Sub-Adviser is responsible
for assisting the Board and UBS AM in the fair valuation of all
portfolio securities in the Portfolio or Segment and will use
its reasonable efforts to arrange for the provision of a price
or prices from one or more parties independent of the Sub-
Adviser for each portfolio security for which the custodian
does not obtain prices in the ordinary course of business
from an automated pricing service.
The Sub-Adviser also will provide such information or
perform such additional acts as are customarily performed
by a Sub-Adviser and may be required for the Trust or UBS
AM to comply with their respective obligations under
applicable federal securities laws, including, without
limitation, the
1940 Act, the Advisers Act, the 1934 Act, the Securities Act,
and any rule or regulation thereunder.
3. Further Duties. In all matters relating to the performance
of this Agreement, the Sub-Adviser will seek to act in
conformity with the Trust's Trust Instrument, By-Laws and
Registration Statement, the Trust's policies and procedures
for compliance by the Trust with the Federal Securities Laws
(as that term is defined in Rule 38a-1 under the 1940 Act)
provided to the Sub-Adviser (together, the "Trust
Compliance Procedures") and with the written instructions
and written directions of the Board and UBS AM, and will
comply with the requirements of the 1940 Act, and the
Advisers Act, and the rules under each, the Code, and all
other federal and state laws and regulations applicable to
the Trust and the Portfolio. UBS AM agrees to provide to the
Sub-Adviser copies of the Trust's Trust Instrument, By-Laws,
Registration Statement, Trust's Compliance Procedures,
written instructions and directions of the Board and UBS AM,
and any amendments or supplements to any of these
materials as soon as practicable after such materials become
available. UBS AM further agrees to identify to the Sub-
Adviser in writing any broker-dealers that are affiliated with
UBS AM (other than UBS Financial Services Inc. and UBS
Asset Management (US) Inc.).
In order to assist the Trust and the Trust's Chief Compliance
Officer (the "Trust CCO") to satisfy the requirements
contained in Rule 38a-1 under the 1940 Act, the Sub-Adviser
shall provide to the Trust CCO: (i) direct access to the Sub-
Adviser's chief compliance officer and/or other senior
compliance
personnel, as reasonably requested by the Trust CCO; (ii)
quarterly reports confirming that the Sub-Adviser has
complied with the Trust Compliance Procedures in managing
the Portfolio or Segment; and (iii) quarterly certifications
that there were no Material Compliance Matters (as that
term is defined by Rule 38a-1(e)(2)) that arose under the
Trust Compliance Procedures that related to the Sub-
Adviser's management of the Portfolio or Segment.
The Sub-Adviser shall promptly provide the Trust CCO with
copies of: (i) the Sub-Adviser's policies and procedures for
compliance by the Sub-Adviser with the Federal Securities
Laws (together, the "Sub-Adviser Compliance Procedures"),
and (ii) any material changes to the Sub-Adviser Compliance
Procedures. The Sub-Adviser shall cooperate fully with the
Trust CCO so as to facilitate the Trust CCO's performance of
the Trust CCO's responsibilities under Rule 38a-1 to review,
evaluate and report to the Trust's Board on the operation of
the Sub-Adviser Compliance Procedures, and shall promptly
report to the Trust CCO any Material Compliance Matter
arising under the Sub-Adviser Compliance Procedures
involving the Portfolio or Segment. The Sub-Adviser shall
provide to the Trust CCO: (i) quarterly reports confirming
the Sub-Adviser's compliance with the Sub-Adviser
Compliance Procedures in managing the Portfolio or
Segment, and (ii) certifications that there were no Material
Compliance Matters involving the Sub-Adviser that arose
under the Sub-Adviser Compliance Procedures that affected
the Portfolio or Segment. At least annually, the Sub-Adviser
shall provide a certification to the Trust CCO to the effect
that the Sub-Adviser has in place and has implemented
policies and procedures that are reasonably designed to
ensure compliance by the Sub-Adviser with any applicable
Federal Securities Laws, subject to such interpretations as
may be contained in the Trust Compliance Procedures.
The Sub-Adviser will promptly provide UBS AM with
information (including information that is required to be
disclosed in the Trust's registration statement) with respect
to the portfolio managers responsible for the Portfolio or
Segment and any changes in the portfolio managers
responsible for the Portfolio or Segment.
The Sub-Adviser will promptly notify UBS AM of any pending
investigation, material litigation, administrative proceeding
or any other significant regulatory inquiry.
The Sub-Adviser will cooperate promptly and fully with UBS
AM and/or the Trust in responding to any regulatory or
compliance examinations or inspections (including
information requests) relating to the Trust, the Portfolio or
UBS AM brought by any governmental or regulatory
authorities having appropriate jurisdiction (including, but not
limited to, the Securities and Exchange Commission ("SEC")).
4. Expenses. During the term of this Agreement, the Sub-
Adviser will bear all expenses incurred by it in connection
with its services under this Agreement. The Sub-Adviser
shall not be responsible for any expenses incurred by the
Trust, the Portfolio or UBS AM, except as otherwise
specifically provided herein.
Upon request by UBS AM, Sub-Adviser agrees to reimburse
UBS AM or the Trust for costs associated with generating
and distributing any Registration Statement (as defined
herein) for when the Sub-Adviser is given a copy of a draft of
such Registration Statement and fails to promptly disclose to
UBS AM facts then known to the Sub-Adviser or its personnel
that would require disclosure (or amendments to disclosure)
in the Fund's Registration Statement in time for such
disclosure or amendments to disclosure to be included in
such Registration Statement. The Sub-Adviser shall bear all
reasonable expenses of the Trust, if any, arising out of an
assignment or change in control of the Sub-Adviser.
5. Compensation.
(a) For the services provided and the expenses assumed by
the Sub-Adviser pursuant to this Agreement, UBS Global AM,
not the Portfolio, will pay to the Sub-Adviser a fee,
computed daily and payable monthly, at an annual rate of
__% of the average daily net assets of the Portfolio or
Segment allocated to its management (computed in the
manner specified in the Management Agreement), and will
provide the Sub-Adviser with a schedule showing the
manner in which the fee was computed. If the Sub-Adviser is
managing a Segment, its fees will be based on the value of
the assets of the Portfolio within the Sub-Adviser's Segment.
(b) The fee shall be accrued daily and payable monthly to the
Sub-Adviser on or before the last business day of the next
succeeding calendar month.
(c) For those periods in which UBS AM has agreed to waive
all or a portion of its management fee, UBS AM may ask the
Sub-Adviser to waive the same proportion of its fees, but the
Sub-Adviser is under no obligation to do so.
(d) If this Agreement becomes effective or terminates before
the end of any month, the fee for the period from the
effective date 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 pro-rated according to the proportion which
such period bears to the full month in that such
effectiveness or termination occurs.
6. Limitation of Liability.
(a) The Sub-Adviser shall not be liable for any error
of judgment or mistake of law or for any loss suffered by the
Portfolio, the Trust or its shareholders or by UBS AM in
connection with the matters to which this Agreement
relates, except a loss resulting from willful misfeasance, bad
faith or negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and
duties under this Agreement.
(b) In no event will the Sub-Adviser have any responsibility
for any other portfolio of the Trust, for any portion of the
Portfolio not managed by the Sub-Adviser or for the acts or
omissions of any Other Sub-Adviser to the Trust or Portfolio.
In particular, in the event the Sub-Adviser shall manage only
a Segment of the Portfolio, the Sub-Adviser shall have no
responsibility for the Portfolio's being in violation of any
applicable law or regulation or investment policy or
restriction applicable to the Portfolio as a whole or for the
Portfolio's failing to qualify as a regulated investment
company under the Code, if the securities and other holdings
of the Segment of the Portfolio managed by the
Sub-Adviser are such that such Segment would not be in
such violation or fail to so qualify if such Segment were
deemed a separate series of the Trust or a separate
regulated investment company under the Code, unless such
violation was due to the Sub-Adviser's failure to comply with
written guidelines adopted by the Board or UBS AM and
provided to the Sub-Adviser.
Nothing in this section shall be deemed a limitation or
waiver of any obligation or duty that may not by law be
limited or waived.
7. Representations of Sub-Adviser. The Sub-Adviser
represents, warrants and agrees as follows:
(a) The Sub-Adviser (i) is registered as an investment adviser
under the Advisers Act and will continue to be so registered
for so long as this Agreement remains in effect; (ii) is not
prohibited by the 1940 Act or the Advisers Act from
performing the services contemplated by this Agreement;
(iii) has met, and will seek to continue to meet for so long as
this Agreement remains in effect, any other applicable
federal or state requirements, or the applicable
requirements of any regulatory or industry
self-regulatory agency, necessary to be met in order to
perform the services contemplated by this Agreement; (iv)
has the authority to enter into and perform the services
contemplated by this Agreement; and (v) will promptly
notify UBS AM of the occurrence of any event that would
disqualify the Sub-Adviser from serving as an investment
adviser of an investment company pursuant to Section 9(a)
of the 1940 Act or otherwise.
(b) The Sub-Adviser has adopted a written code of ethics
complying with the requirements of Rule 17j-1 under the
1940 Act and Rule 204A-1 under the Advisers Act and will
provide UBS AM and the Board with a copy of such code of
ethics, together with evidence of its adoption. Within fifteen
days of the end of the last calendar quarter of each year that
this Agreement is in effect, a duly authorized officer of the
Sub-Adviser shall certify to UBS AM that the Sub-Adviser has
complied with the requirements of Rule 17j-1 during the
previous year and that there has been no material violation
of the Sub-Adviser's code of ethics or, if such a violation has
occurred, that appropriate action was taken in response to
such violation. Upon the written request of UBS AM, the
Sub-Adviser shall permit UBS AM, its employees or its agents
to examine the reports required to be made by the Sub-
Adviser pursuant to Rule 17j-1(c)(1) and all other records
relevant to the Sub-Adviser's code of ethics.
(c) The Sub-Adviser has provided UBS AM with a copy of its
Form ADV, as most recently filed with the SEC, and promptly
will furnish a copy of all amendments to UBS AM at least
annually.
(d) The Sub-Adviser will notify UBS AM of any change of
control of the Sub-Adviser, including any change of its
general partners or 25% shareholders or 25% limited
partners, as applicable, and any changes in the key
personnel who are either the portfolio manager(s) of the
Portfolio or senior management of the Sub-Adviser, in each
case prior to or as soon after such change as possible.
(e) The Sub-Adviser agrees that neither it nor any of its
affiliates, will in any way refer directly or indirectly to its
relationship with the Trust, the Portfolio, UBS AM or any of
their respective affiliates in offering, marketing or other
promotional materials without the express written consent
of UBS AM.
(f) The Sub-Adviser hereby represents that it has
implemented policies and procedures that will prevent the
disclosure by it, its employees or its agents of the Trust's
portfolio holdings to any person or entity other than UBS
AM, the Trust's custodian, or other persons expressly
designated by UBS AM. The Sub-Adviser further represents
that it implemented policies and procedures to prevent it, its
employees and agents from trading on the basis of any
material non-public information provided by UBS AM, the
Trust, their affiliates or agents.
(g) the Sub-Adviser hereby represents, warrants and agrees
that: (1) it is registered with the Commodity Futures Trading
Commission (the "CFTC") as a commodity trading advisor
and is a member of the National Futures Association (the
"NFA") if required in light of the nature of its activities, and
will continue to be so registered, if required, for so long as
this Agreement remains in effect; (2) it will comply with the
Commodity Exchange Act (the "CEA") and the rules of the
CFTC and the NFA to the extent applicable; and (3) it will
provide all information reasonably required by UBS AM to
fulfill any disclosure and reporting obligations of UBS AM
with respect to the Portfolio under the CEA and the rules of
the CFTC and the NFA.
8. Services Not Exclusive. The services furnished by the Sub-
Adviser hereunder are not to be deemed exclusive, and
except as the Sub-Adviser may otherwise agree in writing,
the Sub-Adviser shall be free to furnish similar services to
others so long as its services under this Agreement are not
impaired thereby. Nothing in this Agreement shall limit or
restrict the right of any director, officer or employee of the
Sub-Adviser, 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.
9. Duration and Termination.
(a) This Agreement shall become effective upon the date
first above written, provided that this Agreement 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 Agreement or interested persons of any such party
("Independent Trustees"), cast at a meeting called for the
purpose of voting on such approval, and (ii) by vote of a
majority of the Portfolio's outstanding voting securities,
unless UBS AM has authority to enter into this Agreement
pursuant to exemptive relief from the SEC without a vote of
the Portfolio's outstanding voting securities.
(b) Unless sooner terminated as provided herein, this
Agreement shall continue in effect for two years from its
effective date. Thereafter, if not terminated, this Agreement
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 by vote of a
majority of the outstanding voting securities of the Portfolio.
(c) Notwithstanding the foregoing, this Agreement 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 Portfolio on 30 days
written notice to the Sub-Adviser. This Agreement may also
be terminated, without the payment of any penalty, by UBS
AM; (i) upon 120 days written notice to the Sub-Adviser; (ii)
upon material breach by the Sub-Adviser of any of the
representations, warranties and agreements set forth in
Paragraph 7 of this Agreement; or (iii) immediately if, in the
reasonable judgment of UBS AM, the Sub-Adviser becomes
unable to discharge its duties and obligations under this
Agreement, including circumstances such as financial
insolvency of the Sub- Adviser or other circumstances that
could adversely affect the Portfolio. The Sub-Adviser may
terminate this Agreement at any time, without the payment
of any penalty, on 120 days written notice to UBS AM. This
Agreement will terminate automatically in the event of its
assignment or upon termination of the Investment Advisory
Agreement, as it relates to this Portfolio.
10. Amendment of this Agreement. No provision of this
Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing
signed by the party against whom enforcement of the
change, waiver, discharge or termination is sought. To the
extent required by applicable law, no amendment of this
Agreement shall be effective until approved (i) by a vote of a
majority of the Independent Trustees, and (ii) if the terms of
this Agreement shall have changed, by a vote of a majority of
the Portfolio's outstanding voting securities (except in the
case of (ii), pursuant to the terms and conditions of the SEC
order permitting it to modify the Agreement without such
vote).
11. Governing Law. This Agreement shall be construed in
accordance with the 1940 Act and the laws of the State of
New York, without giving effect to the conflicts of laws
principles thereof. To the extent that the applicable laws of
the State of New York conflict with the applicable provisions
of the 1940 Act, the latter shall control.
12. Confidentiality. The Sub-Adviser will treat as proprietary
and confidential any information obtained in connection
with its duties hereunder, including all records and
information pertaining to the Portfolio and its prior, present
or potential shareholders. The Sub-Adviser will not use such
information for any purpose other than the performance of
its responsibilities and duties hereunder. Such information
may not be disclosed except after prior notification to and
approval in writing by the Portfolio or if such disclosure is
expressly required or requested by applicable federal or
state or other regulatory authorities.
13. Use of Name.
(a) It is understood that the names UBS and PACE or any
derivative thereof or logo associated with that name is the
valuable property of UBS AM and/or its affiliates, and that
Sub-Adviser has the right to use such name (or derivative or
logo) only with the approval of UBS AM and only so long as
UBS AM is Manager to the Trust and/or the Portfolio.
(b) It is understood that the name ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co.
Incorporated, Chautauqua or any derivative thereof or logo
associated with those names, are the valuable property of
the Sub-Adviser and its affiliates and that the Trust and/or
the Portfolio have the right to use such names (or derivative
or logo) in offering materials of the Trust with the approval
of the Sub-Adviser and for so long as the Sub-Adviser is a
Sub-Adviser to the Portfolio. Upon termination of this
Agreement, the Trust shall forthwith cease to use such
names (or derivatives or logo).
14. Miscellaneous. The captions in this Agreement 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
Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be
binding upon and shall inure to the benefit of the parties
hereto and their respective successors. As used in this
Agreement, 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 meanings 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 made less restrictive 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. This Agreement
may be signed in counterpart.
15. Notices. Any notice herein required is to be in writing
and is deemed to have been given to the Sub-Adviser or UBS
AM upon receipt of the same at their respective addresses
set forth below. All written notices required or permitted to
be given under this Agreement will be delivered by personal
service, by postage mail return receipt requested or by
facsimile machine or a similar means of same delivery which
provides evidence of receipt (with a confirming copy by mail
as set forth herein). All notices provided to UBS AM will be
sent to the attention of: General Counsel, UBS Asset
Management (Americas) Inc., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇. All notices provided to the Sub-
Adviser will be sent to the attention of: ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇ & Co. Incorporated, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, with a copy to the General Counsel at
that same address.
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.
UBS Asset Management
(Americas) Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇: ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
Title: Director Title: Executive
Director & Deputy General Counsel
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co.
Incorporated
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attest
By:/s/ Reik Read By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director of BIM Title: Sr. Associate
General Counsel