EXHIBIT 77Q1 (E)
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:
(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 Funds
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 Funds 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 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.
(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 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:
/s/ Xxxxx X. Xxxxxx
UBS Financial Services Inc.
By: /s/ Xxx Xxxxx
Name: Xxxxx X. Xxxxxx
Title: EVP
Name: Xxx Xxxxx
Title: Executive Vice President
Attest:
/s/ Xxxxx X. Xxxxxxxxxx
UBS Global Asset Management (US) Inc.
By: /s/ Xxxx Xxxxxxxx
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
Name: Xxxx Xxxxxxxx
Title: Executive Director
SCHEDULE A
1. UBS Municipal Money Market Series - UBS RMA New Jersey Municipal Money Fund
