Exhibit No. 4(c)
SUB-ADMINISTRATION CONTRACT
Agreement made as of May 24, 1988 between PAINEWEBBER INCORPORATED
("PaineWebber") and XXXXXXXX XXXXXXXX ASSET MANAGEMENT INC. ("Xxxxxxxx
Xxxxxxxx"), each being a Delaware corporation.
WHEREAS, PaineWebber has entered into an Investment Advisory,
Administration and Distribution Contract dated July 23, 1987 ("Advisory
Contract") with PaineWebber Cashfund, Inc. ("Fund"), an open-end management
investment company registered under the Investment Company Act of 1940, as
amended ("1940 Act"); and
WHEREAS, under the Advisory Contract PaineWebber has agreed to
provide certain administrative services to the Fund; and
WHEREAS, PaineWebber wishes to retain Xxxxxxxx Xxxxxxxx as a
sub-administrator to provide such administrative services to PaineWebber and
the Fund, and Xxxxxxxx Xxxxxxxx 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 as follows:
1. Appointment. PaineWebber hereby appoints Xxxxxxxx Xxxxxxxx as
sub-administrator and Xxxxxxxx Xxxxxxxx accepts such appointment and agrees
that it will furnish the services set forth in paragraph 2 below.
2. Services and Duties of Xxxxxxxx Xxxxxxxx. Xxxxxxxx Xxxxxxxx will
assist in administering the affairs of the Fund, subject to the supervision of
the Fund's Board of Directors ("Board") and PaineWebber, and further subject
to the following understandings:
(a) Xxxxxxxx Xxxxxxxx will supervise all aspects of the operation of
the Fund 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.
(b) In all matters relating to the performance of this Contract,
Xxxxxxxx Xxxxxxxx will act in conformity with the Fund's Articles of
Incorporation, By-Laws, and with the instructions and directions of the Fund's
Board and PaineWebber and will conform to and comply with the requirements of
the 1940 Act, the rules thereunder, and all other applicable federal or state
laws and regulations.
(c) Xxxxxxxx Xxxxxxxx will provide the Fund with such administrative
and clerical personnel (including officers of the Fund) as are reasonably
deemed necessary or advisable by the Board and PaineWebber, and Xxxxxxxx
Xxxxxxxx will pay the salaries of all such personnel.
(d) Xxxxxxxx Xxxxxxxx will provide the Fund with such administrative
and clerical services as are reasonably deemed necessary or advisable by the
Board and PaineWebber, including the maintenance of certain of the books and
records of the Fund.
(e) Xxxxxxxx Xxxxxxxx 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 the Fund and the Securities and Exchange Commission. As used
in this Contract, the term "Registration Statement" shall mean the currently
effective registration statement of the Fund and any supplements thereto under
the Securities Act of 1933, as amended, and 1940 Act.
(f) Xxxxxxxx Xxxxxxxx will provide the Fund 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. Administrative Duties Retained By PaineWebber. PaineWebber will
continue to provide to the Fund the services described in subparagraphs 3(f),
3(g) and 3(h) of the Advisory Contract.
4. Services Not Exclusive. Xxxxxxxx Xxxxxxxx' services hereunder are
not deemed to be exclusive, and Xxxxxxxx Xxxxxxxx is free to render advisory,
administrative or other services to other funds or clients so long as Xxxxxxxx
Xxxxxxxx' services under this Contract are not impaired thereby.
5. Books and Records. In compliance with the requirements of Rule
31a-3 under the 1940 Act, Xxxxxxxx Xxxxxxxx agrees that all records it
maintains for the Fund are the property of the Fund and further agrees to
surrender promptly to the Fund any such records upon the Fund's request.
6. Expenses. During the term of this Contract, Xxxxxxxx Xxxxxxxx will
pay all expenses incurred by it in connection with its services under this
Contract.
7. Compensation. For the services provided and expenses assumed
pursuant to this Contract, PaineWebber will pay Xxxxxxxx Xxxxxxxx and Xxxxxxxx
Xxxxxxxx will accept as full compensation 20% of the fee received by
PaineWebber under the Advisory Contract, such compensation to be paid monthly
and to be reduced by any amount paid by PaineWebber in each such month to
Xxxxxxxx Xxxxxxxx under the Sub-Advisory Contract dated July 23, 1987 between
PaineWebber and Xxxxxxxx Xxxxxxxx.
8. Limitation of Liability. Xxxxxxxx Xxxxxxxx will not be liable for
any error of judgment or mistake of law or for any loss suffered by
PaineWebber or by the Fund or the shareholders of the Fund 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 or duties under
this Contract.
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9. Duration and Termination. This Contract will become effective upon
the date hereabove written and shall continue in effect thereafter until
terminated by PaineWebber, Xxxxxxxx Xxxxxxxx, or the Fund upon 60 days'
written notice to the others. This Contract will terminate automatically upon
any termination of the Advisory Contract between PaineWebber and the Fund.
10. 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.
11. 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, or 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.
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 INCORPORATED
/s/ Xxxxxx X. XxXxxxxx By: /s/ Xxxxx Xxxxxx
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Attest: XXXXXXXX XXXXXXXX ASSET MANAGEMENT
INC.
/s/ Xxxxxx X. XxXxxxxx By: Xxxxxx X. X'Xxxxxxx
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