Exhibit No. 4(c)
INTERIM INVESTMENT MANAGEMENT AND
ADMINISTRATION CONTRACT
Contract made as of October 10, 2000, between PAINEWEBBER MANAGED
INVESTMENTS TRUST, a Massachusetts business trust ("Trust"), and MITCHELL
HUTCHINS ASSET MANAGEMENT INC. ("Mitchell Hutchins"), 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 U.S. Government Income Fund, PaineWebber
Investment Grade Income Fund, PaineWebber High Income Fund and PaineWebber
Tax-Managed Equity Fund (each a "Series"); and
WHEREAS the Trust desires to retain Mitchell Hutchins as investment manager
and administrator to furnish certain administrative and portfolio management
services to the Trust with respect to the Series, and Mitchell Hutchins 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 Mitchell Hutchins as investment
manager and administrator of the Trust and each Series for the period and on the
terms set forth in this Contract. Mitchell Hutchins 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"), Mitchell Hutchins will provide to the Trust investment management
evaluation services principally by performing initial reviews of prospective
Sub-Advisers for each Series and supervising and monitoring performance of the
Sub-Advisers thereafter. Mitchell Hutchins agrees to report to the Trust the
results of its evaluation, supervision and monitoring functions and to keep
certain books and records of the Trust in connection therewith. Mitchell
Hutchins 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) Mitchell Hutchins 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
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monitoring the Sub-Advisers' discharge of their duties; but Mitchell Hutchins 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, Mitchell Hutchins shall
enter into an agreement ("Sub-Advisory Agreement") with the Sub-Adviser in
substantially the form previously approved by the Board.
(d) Mitchell Hutchins 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.
3. DUTIES AS ADMINISTRATOR. Mitchell Hutchins will administer the affairs
of the Trust and Series subject to the oversight and direction of the Board and
the following understandings:
(a) Mitchell Hutchins 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 its
responsibility for and control of the conduct of the affairs of the Trust and
the Series.
(b) Mitchell Hutchins will provide the Trust and the 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.
(c) Mitchell Hutchins 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 the Series and the Securities and Exchange Commission and other
appropriate federal or state regulatory authorities.
(d) Mitchell Hutchins will provide the Trust and the 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) Mitchell Hutchins 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 Mitchell Hutchins.
4. FURTHER DUTIES. In all matters relating to the performance of this
Contract, Mitchell Hutchins will act in conformity with the Declaration of
Trust, By-Laws and the currently effective registration statement of the Trust
and any amendments or supplements thereto ("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.
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5. SERVICES NOT EXCLUSIVE. The services furnished by Mitchell Hutchins
hereunder are not to be deemed exclusive and Mitchell Hutchins 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 Mitchell Hutchins, 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.
(a) During the term of this Contract, each Series will bear all expenses,
not specifically assumed by Mitchell Hutchins, 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 Mitchell Hutchins under this
Contract; (iii) 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; (iv) fees
and salaries payable to the Trust's Trustees and officers who are not interested
persons of the Trust or Mitchell Hutchins; (v) all expenses incurred in
connection with the Trustees' services, including travel expenses; (vi) taxes
(including any income or franchise taxes) and governmental fees; (vii) costs of
any liability, uncollectible items of deposit and other insurance and fidelity
bonds; (viii) 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; (ix) 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; (x) charges of custodians, transfer agents and
other agents; (xi) costs of preparing share certificates; (xii) 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; (xiii) costs of mailing prospectuses and supplements
thereto, statements of additional information and supplements thereto, reports
and proxy materials to existing shareholders; (xiv) 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; (xv)
fees, voluntary assessments and other expenses incurred in connection with
membership in investment company organizations; (xvi) costs of mailing and
tabulating proxies and costs of meetings of shareholders, the Board and any
committees thereof; (xvii) the cost of investment company literature and other
publications provided by the Trust to its Trustees and officers; (xviii) costs
of mailing, stationery and communications equipment; (xix) expenses incident to
any dividend, withdrawal or redemption options; (xx) charges and expenses of any
outside pricing service used to value portfolio securities; (xxi) interest on
borrowings of the Trust; and (xxii) fees or expenses related to license
agreements with respect to securities indices.
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(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 Mitchell
Hutchins and acknowledged as otherwise payable by Mitchell Hutchins pursuant to
this Contract, a Series may reduce the fee payable to Mitchell Hutchins pursuant
to Paragraph 7 thereof by such amount. To the extent that such deductions exceed
the fee payable to Mitchell Hutchins 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) Mitchell Hutchins 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 Mitchell Hutchins of any expenses of the
Trust or a Series that Mitchell Hutchins is not required by this Contract to pay
or assume shall not obligate Mitchell Hutchins 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, with respect to the Series, the Trust will pay to Mitchell Hutchins a
fee, computed daily and paid monthly, at an annual rate as set forth below,
expressed as a percentage of average daily net assets of the applicable Series:
PaineWebber U.S. Government Income Fund..........0.50%
PaineWebber Investment Grade Income Fund.........0.50%
PaineWebber High Income Fund.....................0.50%
PaineWebber Tax-Managed Equity Fund..............0.75%
(b) The fee shall be computed daily and paid monthly to Mitchell Hutchins
on or before the first business day of the next succeeding calendar month.
(c) 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 MITCHELL HUTCHINS. Mitchell Hutchins and its
officers, directors, employees and delegates, including any Sub-Adviser to a
Series, shall not be liable for any error of judgment or mistake of law or for
any loss suffered by the Trust, the Series 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 Mitchell Hutchins, 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
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business of the 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 Mitchell Hutchins 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 Mitchell
Hutchins 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.
10. DURATION AND TERMINATION.
(a) This Contract shall become effective for each Series upon the day and
year first written above, provided that this Contract has been approved for the
Series 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 at a
meeting called for the purpose of voting on such approval and in which the
Trustees may participate by any means of communication that allows all Trustees
participating to hear each other simultaneously during the meeting.
(b) Unless sooner terminated as provided herein, this Contract shall
continue in effect for the Series for a period of 150 days after the day and
year first above written.
(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 ten days' written notice to Mitchell Hutchins and may be terminated by
Mitchell Hutchins 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.
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 the Independent Trustees or
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
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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.
PAINEWEBBER MANAGED INVESTMENTS TRUST
Attest: /s/ CRISTINA PARADISO By /s/ DIANNE E. O'DONNELL
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Assistant Secretary Name: Dianne E. O'Donnell
Title: Vice President and Secretary
MITCHELL HUTCHINS ASSET
MANAGEMENT INC.
Attest: /s/ KEITH A. WELLER By /s/ AMY R. DOBERMAN
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First Vice President Name: Amy R. Doberman
Associate General Counsel Title: Senior Vice President
and General Counsel
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