Exhibit 99.(4)(c)
UBS MUNICIPAL MONEY MARKET SERIES
SUB-ADVISORY AND SUB-ADMINISTRATION AGREEMENT
Contract made as of March 1, 2004, between UBS Financial Services Inc.
("UBS Financial Services"), 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 UBS Global Asset Management (US) Inc. ("UBS Global AM"), a
Delaware corporation registered as a broker-dealer under the 1934 Act and as an
investment adviser under the Advisers Act.
WHEREAS, UBS Financial Services has entered into an Investment Advisory and
Administration Contract dated April 13, 1995 ("Advisory Contract") with UBS
Municipal Money Market Series ("Fund"), an open-end 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
("Series"), each corresponding to a distinct portfolio; and
WHEREAS, under the Advisory Contract UBS Financial Services has agreed to
provide certain investment advisory and administrative services to the Series as
now exist and as hereafter may be established; and
WHEREAS, the Advisory Contract authorizes UBS Financial Services to
delegate certain of its duties as investment adviser and administrator under the
Advisory Contract to a sub-adviser or sub-administrator; and
WHEREAS, UBS Financial Services wishes to retain UBS Global AM as
sub-adviser and sub-administrator to provide certain investment advisory and
administrative services to UBS Financial Services and each Series of the Fund as
listed in Schedule A to this agreement, as such schedule may be revised from
time to time, and UBS Global AM 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
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. UBS Financial Services hereby appoints UBS Global AM as
its sub-adviser and sub-administrator with respect to each Series, and UBS
Global AM accepts such appointment and agrees that it will furnish the
services set forth in Paragraph 2 below.
2. SERVICES AND DUTIES OF UBS GLOBAL AM.
(a) Subject to the supervision of the Board of Trustees ("Board") and UBS
Financial Services, UBS Global AM 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. UBS Global AM will determine
from time to time what investments will be purchased, retained or sold by
each Series. UBS Global AM will be responsible for placing purchase and
sale orders for investments and for other related transactions. UBS Global
AM will provide services under this agreement in accordance with the
Series' investment objective, policies and restrictions as stated in the
Series' Prospectuses.
(b) UBS Global AM 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, UBS Global AM may, in its
discretion, effect securities transactions with brokers and dealers who
provide the Series with research, analysis, advice and similar services,
and UBS Global AM may pay to those brokers and dealers, in return for
brokerage and research services and analysis, a higher commission than may
be charged by other brokers and dealers, subject to UBS Global AM
determining in good faith that such commission is reasonable in terms
either of the particular transaction or of the overall responsibility of
UBS Global AM and its affiliates 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 such Series over the long term. In no instance
will portfolio securities be purchased from or sold to UBS Financial
Services, UBS Global AM 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 UBS Global AM
simultaneously places orders to purchase or sell the same security on
behalf of a Series and one or more other accounts advised by UBS Global AM,
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 Fund
recognizes that in some cases this procedure may adversely affect the
results obtained for a Series.
(c) UBS Global AM 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 UBS Financial Services
or the Board reasonably may request. In compliance with the requirements of
Rule 31a-3 under the 1940 Act, UBS Global AM hereby agrees that all records
which it maintains for the Fund are the property of the Fund, agrees to
preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any
records which it maintains for the Fund and which are required to be
maintained by Rule 31a-1 under the 1940 Act, and further agrees to
surrender promptly to the Fund any records which it maintains for the Fund
upon request by the Fund.
(d) UBS Global AM 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 Fund under the Securities Act of 1933, as
amended, and 1940 Act and any supplements thereto ("Registration
Statement") or as more frequently requested by the Board.
(e) UBS Global AM will assist in administering the affairs of the Fund and
each Series, subject to the supervision of the Board and UBS Financial
Services, and further subject to the following understandings:
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(i) UBS Global AM will supervise all aspects of the operation of
the Fund and 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 Fund and each
Series.
(ii) UBS Global AM will provide the Fund and each Series with such
administrative and clerical personnel (including officers of
the Fund) as are reasonably deemed necessary or advisable by
the Board and UBS Financial Services, and UBS Global AM will
pay the salaries of all such personnel.
(iii) UBS Global AM will provide the Fund and each Series with such
administrative and clerical services as are reasonably deemed
necessary or advisable by the Board and UBS Financial Services,
including the maintenance of certain of the books and records
of the Fund and each Series.
(iv) UBS Global AM will arrange, but not pay for, the periodic
preparation, updating, filing and dissemination (as applicable)
of the Fund's Registration Statement, 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) UBS Global AM will provide the Fund 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.
3. DUTIES RETAINED BY UBS FINANCIAL SERVICES. UBS Financial Services will
continue to provide to the Board and each Series the services described in
subparagraph 3(e) of the Advisory Contract.
4. FURTHER DUTIES. In all matters relating to the performance of this
Contract, UBS Global AM will act in conformity with the Fund's Declaration
of Trust, By-Laws and Registration Statement of the Fund and with the
written instructions and directions of the Board and UBS Financial
Services, and will comply with the requirements of the 1940 Act, the
Investment Advisers Act of 1940 ("Advisers Act"), the rules thereunder, and
all other applicable federal and state laws and regulations.
5. SERVICES NOT EXCLUSIVE. The services furnished by UBS Global AM
hereunder are not to be deemed exclusive, and UBS Global AM 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 UBS Global AM,
who may also be a trustee, officer or employee of the
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Fund, 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, UBS Global AM 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 UBS
Global AM pursuant to this Contract with respect to each Series, UBS
Financial Services will pay to UBS Global AM a percentage of the fee
received by UBS Financial Services pursuant to the Advisory Contract with
respect to such Series, such percentage to be equal to, on an annual basis,
0.08% of such Series' average daily net assets, such compensation to be
paid monthly.
8. LIMITATION OF LIABILITY. UBS Global AM and its delegates will not be
liable for any error of judgment or mistake of law or for any loss suffered
by UBS Financial Services or the Fund 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
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 UBS Global AM, who may be or
become an officer, trustee, employee or agent of the Fund, shall be deemed,
when rendering services to any Series of the Fund or acting with respect to
any business of such Series or the Fund, to be rendering such services to
or acting solely for the Series or the Fund and not as an officer,
director, employee, or agent or one under the control or direction of UBS
Global AM even though paid by it.
9. DURATION AND TERMINATION.
(a) This Contract will become effective upon the date first above 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 Fund 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.
(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 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 Fund 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.
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(c) Notwithstanding the foregoing, with respect to any Series, this
Contract may be terminated by any 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 a vote of a majority of the
outstanding voting securities of such Series on sixty days' written notice
to UBS Global AM and UBS Financial Services. 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 terminate automatically in the event of
its assignment or upon termination of the Advisory Contract.
10. AMENDMENT OF THIS AGREEMENT. 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.
11. 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 the 1940 Act, provided, however, that Section
12 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.
12. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS OF THE TRUST.
No Trustee, shareholder, officer, employee or agent of any Series shall be
liable for any obligations of any Series or the Fund under this Contract,
and UBS Global AM agrees that, in asserting any rights or claims under this
Contract, it shall look only to the assets and property of the Fund in
settlement of such right or claim, and not to such Trustee, shareholder,
officer, employee or agent. The Fund represents that a copy of its
Declaration of Trust is on file with the Secretary of the Commonwealth of
Massachusetts and the Boston City Clerk.
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," "net assets," "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 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 affected by a rule,
regulation or order of the SEC, whether of special or
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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 duly authorized signatories as of the date and year first
above written.
Attest: UBS Financial Services Inc.
/s/ Xxxxx X. Xxxxxx By: /s/ Xxx Xxxxx
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Name: Xxxxx X. Xxxxxx Name: Xxx Xxxxx
Title: EVP Title: Executive Vice President
Attest: UBS Global Asset Management (US) Inc.
/s/ Xxxxx X. Xxxxxxxxxx By: /s/ Xxxx Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx Name: Xxxx Xxxxxxxx
Title: Executive Vice President Title: Executive Director
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SCHEDULE A
1. UBS Municipal Money Market Series - UBS RMA New Jersey Municipal Money Fund
