UBS MANAGED MUNICIPAL TRUST
SUB-ADVISORY AND SUB-ADMINISTRATION CONTRACT
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, 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 September 10, 1990 ("Advisory Contract") with UBS
Managed Municipal Trust ("Trust"), an open-end management 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,
each corresponding to a distinct portfolio; and
WHEREAS, the Trust's Board of Trustees ("Board") has established UBS RMA
California Municipal Money Fund and UBS RMA New York Municipal Money Fund as
series of shares of beneficial interest of the Trust ("Series"); and
WHEREAS, under the Advisory Contract UBS Financial Services has agreed to
provide certain investment advisory and administrative services to the Series;
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, 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
contained herein, it is agreed between the parties 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 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 securities and other investments will be purchased,
retained or sold by each Series.
(b) UBS Global Americas 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 each Series, UBS Global Americas
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 UBS Global Americas 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 UBS Global
Americas determining in good faith that such commission or spread is
reasonable in terms either of the particular transaction or of the overall
responsibility of UBS Global Americas 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 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. 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 Trust 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 Trust are the property
of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act any records which it maintains for the Trust and which
are required to be maintained by Rule 31a-1 under the 1940 Act, and further
agrees to surrender promptly to the Trust any records which it maintains
for the Trust upon request by the Trust.
(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 Trust under the Securities Act of 1933, as
amended, and the 1940 Act and any supplements thereto ("Registration
Statement"), or as more frequently requested by UBS Financial Services or
the Board.
(e) UBS Global Americas will assist in administering the affairs of 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 each Series except as hereinafter set forth; provided,
however, that nothing herein contained shall be deemed to relieve
or deprive the Board of its
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responsibility for and control of the conduct of affairs of the
Trust and each Series.
(ii) UBS Global Americas will provide the Series with such
administrative and clerical personnel (including officers of the
Trust) 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 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
each Series.
(iv) UBS Global Americas will arrange, but not pay for, the periodic
preparation, updating, filing and dissemination (as applicable)
of the Trust's Registration Statement relating to the Series,
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 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
subparagraphs 3(e), (f) and (g) 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 Declaration of
Trust, By-Laws and Registration Statement of the Trust and with the instructions
and directions of the Board and UBS Financial Services, and will comply with the
requirements of the 1940 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 to be 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 Trust, 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.
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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 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 OF UBS GLOBAL AM. UBS Global Americas will not
be liable for any error of judgment or mistake of law or for any loss suffered
by UBS Financial Services or the Trust 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 or
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 Trust, shall be deemed, when rendering
services to a Series or the Trust or acting with respect to any business of such
Series or the Trust, to be rendering such services to or acting solely for the
Series 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 hereabove written
provided that, with respect to a 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 Trust 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 12 months each, provided
that such continuance is specifically approved at least annually (i) by a
vote of a majority of those trustees of the Trust 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 a Series, by vote of a majority of the
outstanding voting securities of such Series.
(c) Notwithstanding the foregoing, with respect to either or both Series,
this Contract may be terminated by either 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 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 one Series shall in no way affect the
continued validity of this Contract or the performance thereunder with
respect to the other Series. This Contract will automatically terminate in
the event of its assignment and will automatically terminate upon
termination of the Advisory Contract.
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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, and no amendment of this Contract as to a
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 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.
12. 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," "interested person"
and "assignment" shall have the same meaning as such terms have in the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day 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 and Assoc. Title: Executive Director & Sr. Assoc.
Gen. Counsel Gen. Counsel
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