Exhibit No. 4(a)
INVESTMENT ADVISORY AND ADMINISTRATION CONTRACT
Contract made as of March 1, 1989, between PAINEWEBBER RMA TAX-FREE FUND,
INC., a Maryland corporation ("Corporation"), and PAINEWEBBER INCORPORATED
("PaineWebber"), a Delaware corporation registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended ("l934 Act"), and as an investment
adviser under the Investment Advisers Act of 1940, as amended.
WHEREAS the Corporation is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end management investment company, and
intends to offer for public sale distinct series of shares of common stock, each
corresponding to a distinct portfolio ("Series"); and
WHEREAS the Corporation desires to retain PaineWebber as investment adviser
and administrator to furnish certain administrative, investment advisory and
portfolio management services to the Corporation and each Series as now exists
and as hereafter may be established, and PaineWebber 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 Corporation hereby appoints PaineWebber as
investment adviser and administrator for each Series for the period and on the
terms set forth in this Contract. PaineWebber 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 Corporation's Board of Directors
("Board"), PaineWebber will provide a continuous investment program for each
Series, including investment research and management with respect to all
securities and investments and cash equivalents in each Series. PaineWebber
will determine from time to time what securities and other investments will be
purchased, retained or sold by each Series.
(b) PaineWebber agrees that in placing orders with brokers and dealers, it
will attempt to obtain the best net result in terms of price and execution;
provided that, on behalf of any Series, PaineWebber may, in its discretion,
purchase and sell portfolio securities to and from brokers and dealers who
provide the Series with research, analysis, advice and similar services, and
PaineWebber may pay to those brokers and dealers, in return for research and
analysis, a higher commission or spread than may be charged by other brokers and
dealers, subject to PaineWebber's determining in good faith that such commission
or spread is reasonable in terms either of the particular transaction or of the
overall responsibility of PaineWebber to such Series
and its other clients and that the total commissions or spreads 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
PaineWebber, or any affiliated person thereof, except in accordance with the
federal securities laws and the rules and regulations thereunder. Whenever
PaineWebber simultaneously places orders to purchase or sell the same security
on behalf of a Series and one or more other accounts advised by PaineWebber,
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 Corporation recognizes
that in some cases this procedure may adversely affect the results obtained for
the Series.
(c) PaineWebber 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,
PaineWebber hereby agrees that all records which it maintains for the
Corporation are the property of the Corporation, agrees to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act any records which it
maintains for the Corporation and which are required to be maintained by Rule
31a-1 under the 1!340 Act, and further agrees to surrender promptly to the
Corporation any records which it maintains for the Corporation upon request by
the Corporation.
(d) PaineWebber 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 Corporation 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.
3. DUTIES AS ADMINISTRATOR. PaineWebber will administer the affairs of
the Corporation and each Series subject to the supervision of the Board and the
following understandings:
(a) PaineWebber will supervise all aspects of the operations of the
Corporation and each Series, including the 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
Corporation and each Series.
(b) PaineWebber will provide the Corporation and each Series with such
corporate, administrative and clerical personnel (including officers of the
Corporation) and services as are reasonably deemed necessary or advisable by the
Board, including the maintenance of certain books and records of the Corporation
and each Series.
(c) PaineWebber will arrange, but not pay, for the periodic preparation,
updating, filing and dissemination (as applicable) of the Corporation's
Registration Statement, proxy material, tax returns and required reports with or
to each Series' shareholders, the Securities and Exchange Commission and other
appropriate federal or state regulatory authorities.
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(d) PaineWebber will provide the Corporation 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) PaineWebber 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 PaineWebber.
(f) PaineWebber will hold itself available to receive orders for the
purchase of shares of each Series ("Shares") and will accept or reject such
orders on behalf of the Series in accordance with the Corporation's Registration
Statement, and will transmit such orders as are so accepted to the appropriate
transfer agent as promptly as practicable; provided, however, that PaineWebber
is not obligated to sell any certain number of Shares.
(g) PaineWebber will make itself available to receive requests for
redemption from holders of Shares and will transmit such redemption requests to
the Corporation's transfer agent as promptly as possible.
4. FURTHER DUTIES. In all matters relating to the performance of this
Contract, PaineWebber will act in conformity with the Articles of Incorporation,
By-Laws and Registration Statement of the Corporation 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 PAINEWEBBER'S DUTIES AS INVESTMENT ADVISER AND
ADMINISTRATOR. With respect to any or all Series, PaineWebber may enter into
one or more contracts ("Sub-Advisory or Sub-Administration Contract") with a
sub-adviser or sub-administrator in which PaineWebber delegates to such
sub-adviser or sub-administrator the performance of any or all of the services
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 duties and conditions to which
PaineWebber is subject with respect to the delegated services under Paragraph 2,
3 and 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.
6. SERVICES NOT EXCLUSIVE. The services furnished by PaineWebber
hereunder are not to be deemed exclusive and PaineWebber 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 PaineWebber, who may also be a
director, officer or employee of the Corporation, 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.
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7. EXPENSES.
(a) During the term of this Contract, each Series will bear all expenses,
not specifically assumed by PaineWebber, 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 and other transaction costs) 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
PaineWebber under this Contract; (iii) expenses of organizing the Corporation
and any Series; (iv) filing fees and expenses relating to the registration and
qualification of the Series' shares and the Corporation under federal and/or
state securities laws and maintaining such registrations and qualifications; (v)
fees and salaries payable to the Corporation's Directors who are not interested
persons of the Corporation or PaineWebber; (vi) all expenses incurred in
connection with the Directors' 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 Directors of the Corporation who are not interested
persons of the Corporation; (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 Corporation is a party and the expenses the Corporation
may incur as a result of its legal obligation to provide indemnification to its
officers, Directors, agents and shareholders) incurred by the Corporation or
Series; (xvi) fees, voluntary assessments and other expenses incurred in
connection with membership in investment company organizations; (xvii) costs 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 Corporation to its Directors and
officers; (xix) costs of mailing, stationery and communications equipment; and
(xx) 50% of the cost of printing and mailing monthly statements to shareholders.
(c) The Corporation or a Series may pay directly any expenses incurred by
it in its normal operations and, if any such payment is consented to by
PaineWebber and acknowledged as otherwise payable by PaineWebber pursuant to
this Contract, the Series may reduce the fee payable to PaineWebber pursuant to
Paragraph 8 hereof by such amount. To the extent that such deductions exceed
the fee payable to PaineWebber 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.
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(d) PaineWebber will assume the cost of any compensation for services
provided to the Corporation received by the officers of the Corporation and by
those Directors who are interested persons of the Corporation.
(e) The payment or assumption by PaineWebber of any expense of the
Corporation or a Series that PaineWebber is not required by this Contract to pay
or assume shall not obligate PaineWebber to pay or assume the same or any
similar expense of the Corporation 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 the Series identified below, the Corporation will pay
to PaineWebber a fee from the assets of the appropriate Series, such fee to be
computed daily and paid monthly at the annual rate of such Series' average daily
net assets set forth below:
(i) Sole class of common stock outstanding as of the date and year
set forth above:
Up to $1 billion average daily net assets...........0.50%
In excess of $1 billion up to $1.5 billion..........0.44%
Over $1.5 billion...................................0.36%
(b) For the services provided and the expenses assumed pursuant to this
Contract with respect to any Series hereafter established, the Corporation will
pay to PaineWebber 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
Corporation on behalf of such Series and by PaineWebber. 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 PaineWebber on or
before the last 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 date 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 PAINEWEBBER. PaineWebber shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
any Series or the Corporation in connection with the matters to which this
Contract relates 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 or duties under this Contract. Any person,
even though also an officer, director, employee, or agent of PaineWebber, who
may be or become an officer, director, employee or agent of the Corporation
shall be deemed, when rendering services to any
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Series or the Corporation or acting with respect to any business of such Series
or the Corporation, to be rendering such service to or acting solely for the
Series or the Corporation, and not as an officer, director, employee, or agent
or one under the control or direction of PaineWebber even though paid by it.
10. DURATION AND TERMINATION.
(a) This Contract will become effective upon the date here 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 Directors
of the Corporation 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 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 Directors of the
Corporation 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 PaineWebber or by
PaineWebber at any time, without the payment of any penalty, on sixty days'
written notice to the Corporation. 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.
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 any
given Series shall be effective until approved by vote of a majority of such
Series' outstanding voting securities.
12. GOVERNING LAW. This Contract shall be construed in accordance with
the laws of the State of Delaware and the 1940 Act. To the extent that the
applicable laws of the State of Delaware 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
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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," "interested person,"
"assignment", "broker," "dealer," "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 made less restrictive 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.
Attest: PAINEWEBBER RMA TAX-FREE FUND, INC.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇
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Attest: PAINEWEBBER INCORPORATED
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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