EXHIBIT NO. 4(C)
INVESTMENT ADVISORY AND ADMINISTRATION CONTRACT
Contract made as of _________, 1998 between PAINEWEBBER INVESTMENT TRUST, a
Massachusetts business trust ("Trust"), and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ASSET MANAGEMENT
INC. ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇"), 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,
WHEREAS the Trust is registered under the Investment Company Act of 1940,
as amended ("1940 Act"), as an open-end management investment company, and
offers for public sale two distinct series of shares of beneficial interest,
which correspond to distinct portfolios, one of which has been designated as
PaineWebber Global Equity Fund; and
WHEREAS the Trust desires to retain ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as investment
adviser and administrator to furnish certain administrative, investment
advisory and portfolio management services to the Trust with respect to
PaineWebber Global Equity Fund and any other Series as to which this Contract
may hereafter be made applicable (each a "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 adviser 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 Adviser.
(a) Subject to the supervision of the Trust's Board of Trustees
("Board"), ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will provide a continuous investment program for
a Series, including investment research and management with respect to all
securities and investments and cash equivalents in the Series, and may
allocate the Series' portfolio investments between countries, regions or types
of investments. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will determine from time to time what
securities and other investments will be purchased, retained or sold by the
Series. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ may delegate to a sub-adviser, in whole or in part,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇' duty to provide a continuous investment management program
with respect to any Series, including the provision of investment management
services with respect to a portion of the Series' assets, in accordance with
paragraph 5 of this Agreement.
(b) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ agrees that in placing orders with brokers, it
will attempt to obtain the best net result in terms of price and execution;
provided that, on behalf of any Series, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ may, in its
discretion, 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, or any applicable
exemptive orders . Whenever ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ simultaneously places orders to
purchase or sell the same security on behalf of a Series and one or more other
accounts advised by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, such orders will be allocated as to
price and amount among all such accounts in a manner believed to be equitable
to each account. The Trust recognizes that in some cases this procedure may
adversely affect the results obtained for the 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 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-l
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 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.
(e) The Trust hereby authorizes ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and any entity or
person associated with ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ which is a member of a national
securities exchange to effect any transaction on such exchange for the account
of any Series, which transaction is permitted by Section 11(a) of the 1934 Act
and the rules thereunder, and the Trust hereby consents to the retention of
compensation by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or any person or entity associated with
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for such transaction.
3. Duties as Administrator. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will administer the
affairs of the Trust and each Series subject to the supervision of the Board
and the following understandings:
(a) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will supervise all aspects of the operations of the
Trust and each 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 its responsibility for and control of the conduct of
the affairs of the Trust and each 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
each Series.
(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
each Series' shareholders 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 Registration Statement of the Trust and with the
instructions and directions of the Board and will comply with the requirements
of the 1940 Act, the rules thereunder, and all other applicable federal and
state laws and regulations.
5. Delegation of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇' Duties as Investment Adviser and
Administrator. With respect to any or all Series, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ may enter
into one or more contracts ("Sub-Advisory or Sub-Administration Contract")
with one or more sub-advisers or sub-administrators in which ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
delegates to such sub-advisers or sub-administrators any or all of its duties
specified in Paragraphs 2 and 3 of this Contract, provided that each
Sub-Advisory or Sub-Administration Contract imposes on the sub-adviser or
sub-administrator bound thereby all the corresponding duties and conditions to
which ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is subject by Paragraphs 2 and 3 of this Contract and
all the duties and conditions of paragraph 4 of this Contract, and further
provided that each Sub-Advisory or Sub-Administration Contract meets all
requirements of the 1940 Act and rules thereunder. Furthermore, to the extent
consistent with the regulations and orders of the Securities and Exchange
Commission, the appointment and engagement of any sub-advisor and delegation
to it of duties hereunder by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be subject only to the
approval of the Board of Trustees of the Trust.
6. 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 or unless otherwise agreed to by the parties
hereunder in writing. 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.
7. 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 each 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 Trust and the Series; (iv) filing
fees and expenses relating to the registrations and qualification of the
Series' shares and the Trust under federal and/or 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 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 Series; (xvi) fees, voluntary assessments and other expenses
incurred in connection with membership in investment company organizations;
(xvii) cost 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; and (xxii) interest on borrowings
of the Fund.
(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, the Series may reduce the fee
payable to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to Paragraph 8 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.
(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.
8. Compensation.
(a) For the services provided and the expenses assumed pursuant to this
Contract, with respect to Global Equity Fund, the Trust will pay to ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ a fee, computed daily and paid monthly, at an annual rate of 0.85% of
the average daily net assets of such Series up to and including $500 million
and 0.83% of the average daily net assets of such Series in excess of $500
million up to an including $1 billion and 0.805% of the average daily net
assets of such Series in excess of $1 billion.
(b) For the services provided and the expenses assumed pursuant to this
Contract with respect to any other 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 first 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.
9. Limitation of Liability of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and
its delegates, including any Sub-Adviser or Sub-Administrator to any Series or
the Trust, 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 any 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.
10. Limitation of Liability of the Trustees and Shareholders of the
Trust. No Trustee, shareholder, officer, employee or agent of any Series shall
not be liable for any obligations of any Series or the Trust under this
Contract, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ agrees that, in asserting any rights or claims
under this Contract, it shall look only to the assets and property of the
Trust in settlement of such right or claim, and not to any Trustee,
shareholder, officer, employee or agent.
11. Duration and Termination.
(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 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 any 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 such Series on sixty days' written notice to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
or 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 any given Series shall in no way affect the continued validity of
this Contract or the performance thereunder with respect to any other Series.
This Contract will automatically terminate in the event of its assignment.
12. 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
any given Series shall be effective until approved by vote of a majority of
such Series' outstanding voting securities.
13. Governing Law. This Contract shall be construed in accordance with
the laws of the State of Delaware, without giving effect to the conflicts of
laws principles thereof, and in
accordance with the 1940 Act, provided, however, that Section 10 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 Delaware or the
Commonwealth of Massachusetts conflict with the applicable provisions of the
1940 Act, the latter shall control.
14. 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" 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.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ASSET
MANAGEMENT INC.
Attest: By
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PAINEWEBBER INVESTMENT TRUST
Attest: By
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