For period ending June 30, 2006
File number 811-4919
INVESTMENT ADVISORY AND ADMINISTRATION CONTRACT
Contract made as of April 1, 2006 between UBS SERIES TRUST, a
Massachusetts business 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 intends to offer 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 and each Series as
now exists and as hereafter may be established, 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 and each Series 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 Trusts Board of Trustees (Board), UBS
Global Americas 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. 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 any 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 the Series 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 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 the 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 the
Board reasonably may request. In compliance with the requirements of
Rule 31a3 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 31a2
under the 1940 Act any records which it maintains for the Trust and which
are required to be maintained by Rule 31a1 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 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 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 any Series, which transaction is permitted by Section 11(a)
of the Securities Exchange Act of 1934 and Rule 11a2 2(T) thereunder, and
the Trust hereby consents to the retention of compensation by UBS Global
Americas or such person or entity associated with UBS Global Americas for
such transactions in accordance with Rule 11a2 2(a)(2)(iv).
3. Duties as Administrator. UBS Global Americas will administer the affairs
of the Trust and each Series subject to the supervision of the Board and
the following understandings:
(b) UBS Global Americas will supervise all aspects of the operations of
the Trust 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 Trust and each Series.
(b) UBS Global Americas will provide the Trust and each Series 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 each Series.
(c) UBS Global Americas will arrange, but not pay, for the periodic preparation,
updating, filing and dissemination (as applicable) of the Trusts Registration
Statement, proxy material, tax returns and required reports to each Series
shareholders and the Securities and Exchange Commission and other appropriate
federal or state regulatory authorities.
(d) UBS Global Americas will provide the Trust 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) 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 Declaration of
Trust, 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. With respect to any or all Series, UBS Global Americas may
enter into one or more contracts (SubAdvisory or SubAdministration Contract)
with a subadviser or subadministrator in which UBS Global Americas delegates
to such subadviser or subadministrator any or all of its duties specified
in Paragraphs 2 and 3 of this Contract, provided that each SubAdvisory or
SubAdministration Contract imposes on the sub-adviser or subadministrator
bound thereby all the duties and conditions to which UBS Global Americas is
subject by Paragraphs 2, 3 and 4 of this Contract, and further provided that
each SubAdvisory or SubAdministration 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) During the term of this Contract, each Series will bear all expenses not
specifically assumed by UBS Global Americas 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) 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 UBS Global Americas
under this Contract; (iii) expenses of organizing the Trust and the Series;
(iv) filing fees and expenses relating to the registration and qualification
of the Series shares and the Trust under federal and/or state securities
laws and maintaining such registrations and qualifications; (v) fees and
salaries payable to the Trusts Trustees who are not interested persons of
the Trust or UBS Global Americas; (vi) all expenses incurred in connection
with the Trustees 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 Trustees of the
Trust who are not interested persons of the Trust; (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 Trust is a party and the expenses the Trust may
incur as a result of its legal obligation to provide indemnification to
its officers, Trustees, agents and shareholders) incurred by the Trust 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
Trust to its Trustees and officers; and (xix) costs of mailing, stationery
and communications equipment.
(c) The Trust or Series may pay directly any expense incurred by it in
its normal operations and, if any such payment is consented to by UBS Global
Americas and acknowledged as otherwise payable by UBS Global Americas
pursuant to this Contract, the Series may reduce the fee payable to UBS
Global Americas pursuant to Paragraph 8 hereof by such amount. To the
extent that such deductions exceed the fee payable to UBS Global Americas
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.
(d) UBS Global Americas will assume the cost of any compensation for
services provided to the Trust received by the officers of the Trust and
by those Trustees who are interested persons of the Trust.
(e) The payment or assumption by UBS Global Americas of any expense of
the Trust or a Series 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 a Series on
any subsequent occasion.
8. Compensation.
(a) For the services provided and the expenses assumed pursuant to this
Contract, U.S. Allocation Portfolio will pay to UBS Global Americas a fee,
computed daily and payable monthly, at an annual rate of 0.50% of that
Series average daily net assets.
(b) For the services provided and the expenses assumed pursuant to this
Contract, with respect to any Series hereafter established, the Trust
will pay to UBS Global Americas 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 Trust on behalf of such Series and by UBS Global Americas.
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 UBS Global
Americas 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 UBS Global Americas. UBS Global Americas
shall not be liable for any error of judgment or mistake of law or for
any loss suffered by any Series or the Trust 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 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 any Series or the Trust or acting with respect to
any business of such Series or the Trust, to be rendering such service
to or acting solely for the Series 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. Limitation of Liability of the Trusts and Shareholders of the Trust.
The Trustees of the Trust and the shareholders of any Series 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 or shareholders.
11. Duration and Termination.
(a) This Contract shall become effective upon the date hereabove 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 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 vote of a majority
of that Series 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 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.
(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 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. 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.
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
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.
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, provided,
however, that Section 10 above 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.
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, 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 relaxed 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 below as of the day and year
first above written.
Attest: /s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: VP & Asst. Secretary
UBS SERIES TRUST
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: VP & Treasurer
Attest: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Director and Assoc. Gen. Counsel
UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Exec. Dir. & Sr. Assoc. GC
