Exhibit 4(a)
INVESTMENT ADVISORY AND ADMINISTRATION CONTRACT
Contract made as of April 1, 2006, between UBS MONEY SERIES, a Delaware
statutory trust ("Trust"), and UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.
("UBS Global Americas"), a Delaware corporation registered as an investment
adviser under the Investment Advisers Act of 1940, as amended.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end management investment company, and
offers for public sale distinct series of shares of beneficial interest
("Series"), each corresponding to a distinct portfolio; and
WHEREAS, the Trust desires to retain UBS Global Americas as investment
adviser and administrator to furnish certain administrative, investment advisory
and portfolio management services to the Trust with respect to its UBS Select
Treasury Fund (the "Fund"), and UBS Global Americas 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 Trust hereby appoints UBS Global Americas as
investment adviser and administrator of the Trust with respect to the Fund for
the period and on the terms set forth in this Contract. UBS Global Americas
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 Board of Trustees of the
Trust ("Board"), UBS Global Americas will provide a continuous investment
program for the Fund, including investment research and management with
respect to all securities and investments and cash equivalents in the
Fund. UBS Global Americas will determine from time to time what
securities and other investments will be purchased, retained or sold by
the Fund.
(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 the Fund, UBS Global Americas
may, in its discretion, use brokers who provide the Fund with research,
analysis, advice and similar services to execute portfolio transactions
on behalf of the Fund, and UBS Global Americas may pay to those brokers
in return for brokerage and research services a higher commission than
may be charged by other brokers, 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 to the Fund and its other clients and that the total
commissions paid by the Fund will be reasonable in relation to the
benefits to the Fund over the long term. In no instance will portfolio
securities be purchased from or sold to 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
the Fund 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 the Fund.
(c) UBS Global Americas will oversee the maintenance of all
books and records with respect to the securities transactions of the
Fund, 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, 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 the net income of the Fund 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
the Board.
(e) The Trust hereby authorizes UBS Global Americas and any
entity or person associated with UBS Global Americas which is a member
of a national securities exchange to effect any transaction on such
exchange for the account of the Fund, which transaction is permitted by
Section 11(a) of the Securities Exchange Act of 1934, as amended, and
the Trust hereby consents to the retention of compensation by UBS Global
AM or any person or entity associated with UBS Global Americas.
3. Duties as Administrator. UBS Global Americas will administer the
affairs of the Trust and the Fund subject to the supervision of the Board and
the following understandings:
(a) UBS Global Americas will supervise all aspects of the
operations of the Trust and the Fund, including 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 Trust and the Fund.
(b) UBS Global Americas will provide the Trust and the Fund
with such corporate, administrative and clerical personnel (including
officers of the Trust) and services as are reasonably deemed necessary
or advisable by the Board, including the maintenance of certain books
and records of the Trust and the Fund.
(c) UBS Global Americas will arrange for the periodic
preparation, updating, filing and dissemination (as applicable) of the
Trust's Registration Statement, proxy material, tax returns and required
reports to the Fund's shareholders and the Securities and Exchange
Commission and other appropriate federal or state regulatory
authorities.
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(d) UBS Global Americas will provide the Trust and 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.
(e) UBS Global Americas 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 UBS Global Americas.
4. Further Duties. In all matters relating to the performance of
this Contract, UBS Global Americas will act in conformity with the Trust
Instrument, By-Laws and Registration Statement of the Trust 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 UBS Global Americas' Duties as Investment Adviser
and Administrator. UBS Global Americas may enter into one or more contracts
("Sub-Advisory or Sub-Administration Contract") with a sub-adviser or
sub-administrator in which UBS delegates to such sub-adviser or
sub-administrator any or all its duties 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 applicable duties and
conditions to which UBS Global Americas is subject by Paragraphs 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 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 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.
7. Expenses.
(a) UBS Global Americas will bear all expenses incurred in the
operation of the Fund, including the Fund's allocable share of the
expenses of the Trust, other than (i) the investment advisory and
administration fee payable under this Contract, (ii) the fees payable
pursuant to any Shareholder Service Plan adopted by the Trust with
respect to the Fund or a class of shares of the Fund, (iii) fees and
expenses of the Independent Trustees (defined in paragraph 10(a)
below), including counsel fees of the Independent Trustees, (iv)
interest, taxes and the cost (including brokerage commissions and other
transaction costs, if any) of securities purchased or sold by the Fund
and any losses incurred in connection therewith and (v) extraordinary
expenses (such as costs of litigation to which the Trust or the Fund is
a party and of indemnifying officers and Trustees of the Trust), which
will be borne by the Trust or the Fund, as applicable.
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(b) The expenses to be borne by UBS Global Americas include
the following (or the Fund's proportionate share of the following): (i)
expenses of organizing the Trust and the Fund; (ii) filing fees and
expenses relating to the registration and qualification of the Fund's
shares and the Trust under federal and/or state securities laws and
maintaining such registration and qualifications; (iii) fees and
salaries payable to the Trust's Trustees and officers (except as
otherwise provided herein); (iv) all expenses incurred in connection
with the services of Trustees other than the Independent Trustees,
including travel expenses; (v) costs of any liability, uncollectible
items of deposit and other insurance and fidelity bonds; (vi) legal,
accounting and auditing expenses, other than the legal fees of special
counsel for the Independent Trustees; (vii) charges of custodians,
transfer agents and other agents (including any lending agent); (viii)
costs of preparing share certificates; (ix) 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; (x) costs of mailing prospectuses
and supplements thereto, statements of additional information and
supplements thereto, reports and proxy materials to existing
shareholders; (xi) fees, voluntary assessments and other expenses
incurred in connection with membership in investment company
organizations; (xii) the cost of mailing and tabulating proxies and
costs of meetings of shareholders, the Board and any committees thereof;
(xii) the cost of investment company literature and other publications
provided by the Trust to its Trustees and officers; (xiii) costs of
mailing, stationery and communications equipment; (xiv) expenses
incident to any dividend, withdrawal or redemption options; (xv) charges
and expenses of any outside pricing service used to value portfolio
securities; and (xvi) interest on borrowings of the Fund.
(c) The payment or assumption by UBS Global Americas of any
expense of the Trust or the Fund that UBS Global Americas is not
required by this Contract to pay or assume shall not obligate UBS Global
Americas to pay or assume the same or any similar expense of the Trust
or the Fund on any subsequent occasion.
8. Compensation.
(a) For the services provided and the expenses assumed
pursuant to this Contract, with respect to the Fund, the Trust will pay
to UBS Global Americas a fee, computed daily and paid monthly, at an
annual rate of 0.18% of such Fund's average daily net assets, less the
Fund's allocable share of the accrued fees and expenses of the
Independent Trustees (including counsel fees of the Independent
Trustees).
(b) The fee shall be computed daily and paid monthly to UBS
Global Americas on or before the first business day of the next
succeeding calendar month.
(c) If this Contract becomes effective or terminates before
the end of any month, the fee for the period from the effective day 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.
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9. Limitation of Liability of UBS Global Americas. UBS Global
Americas and its delegates, including any Sub-Adviser or Sub-Administrator to
the Fund or the Trust, shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund, the Trust or any of its
shareholders, in connection with the matters to which this Contract relates,
except to the extent that such a loss results 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
Trust shall be deemed, when rendering services to the Fund or the Trust or
acting with respect to any business of the Fund or the Trust, to be rendering
such service to or acting solely for the Fund or the Trust 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.
10. Duration and Termination.
(a) This Contract shall become effective upon the date
hereabove written provided that 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 ("Independent Trustees") cast in person at a
meeting called for the purpose of voting on such approval, and (ii) by
vote of a majority of the Fund's outstanding voting securities.
(b) Unless sooner terminated as provided herein, this Contract
shall 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 the Independent Trustees, cast
in person at a meeting called for the purpose of voting on such
approval, and (ii) by the Board or by vote of a majority of the
outstanding voting securities of the Fund.
(c) Notwithstanding the foregoing, with respect to the Fund
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 the Fund on sixty days' written notice
to UBS Global Americas or by UBS Global Americas at any time, without
the payment of any penalty, on sixty days' written notice to the Trust.
This Contract will automatically terminate in the event of its
assignment.
11. Limitation of Liability of the Trustees, Officers and Shareholders
of the Trust. The Trustees and officers of the Trust and the shareholders of
any series thereof, including the Fund, shall not be liable for any obligations
of any series or the Trust 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 Trust in settlement of such right or claim,
and not to such Trustees, officers or shareholders.
12. 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
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material amendment of this Contract shall be effective until approved by vote of
a majority of the Fund's outstanding voting securities.
13. 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 in accordance with 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.
14. 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," "national
securities exchange," "net assets," "prospectus," "sale," "sell" and "security"
shall have the same meaning as such terms have in the 1940 Act and the rules and
regulations thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission. Where the effect of a requirement of the
1940 Act reflected in any provision of this Contract is relaxed by a rule,
regulation, order or other action 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, order or other action.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers and delivered as of the day and year first above
written.
UBS MONEY SERIES
Attest: ____________________________ By: ____________________________
Name: Name:
Title: Title:
UBS GLOBAL ASSET MANAGEMENT
(AMERICAS) INC.
Attest: ____________________________ By: ____________________________
Name: Name:
Title: Title:
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