Exhibit 99.(4)(d)
UBS MUNICIPAL MONEY MARKET SERIES
SUB-ADVISORY AND SUB-ADMINISTRATION AGREEMENT
Contract made as of April 1, 2006, 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 (AMERICAS) INC. ("UBS Global
Americas"), a Delaware corporation registered 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 Americas 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 Americas 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 Americas
as its sub-adviser and sub-administrator with respect to each Series, and UBS
Global Americas accepts such appointment and agrees that it will furnish the
services set forth in Paragraph 2 below.
2. SERVICES AND DUTIES OF UBS GLOBAL AMERICAS.
(a) Subject to the supervision of the Board of Trustees ("Board") and UBS
Financial Services, UBS Global Americas 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 Americas will determine
from time to time what investments will be purchased, retained or sold by
each Series. UBS Global Americas will be responsible for placing purchase
and sale orders for investments and for other related transactions. UBS
Global Americas
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 Americas 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 Americas 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 Americas 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 Americas
determining in good faith that such commission is reasonable in terms
either of the particular transaction or of the overall responsibility of
UBS Global Americas 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 Americas 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 Americas 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 Americas, 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 Americas 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 Americas 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 Americas 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 Americas 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:
(i) UBS Global Americas 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.
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(ii) UBS Global Americas 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 Americas
will pay the salaries of all such personnel.
(iii) UBS Global Americas 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 Americas 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 Americas 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 Americas 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 Americas
hereunder are not to be deemed exclusive, and UBS Global Americas 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 Americas,
who may also be a trustee, officer or employee of the 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 Americas 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 Americas pursuant to this Contract with respect to each Series, UBS
Financial Services will pay to UBS Global Americas a percentage of the fee
received by UBS Financial Services pursuant to
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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 Americas 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 Americas 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 Americas 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 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.
(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 Americas 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
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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 Americas 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 general application,
such provision shall be deemed to incorporate the effect of such rule,
regulation or order.
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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 FINANCIAL SERVICES INC.
Attest: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxxx Xxxxxxx
----------------------------- ------------------------------------
Name: Xxxxxx Xxxxx Name: Xxxxxxx Xxxxxxx
Title: Executive Director Title: Managing Director & Head of ICS
UBS GLOBAL ASSET MANAGEMENT (AMERICAS)
INC.
Attest: /s/ Xxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxxx
----------------------------- ------------------------------------
Name: Xxxx Xxxxxxx Name: Xxxxx X. Xxxxxx
Title: Director & Assoc. Gen. Counsel Title: Executive Director & Sr. Assoc.
Gen. Counsel
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SCHEDULE A
1. UBS Municipal Money Market Series - UBS RMA New Jersey Municipal Money Fund
