INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this ___ day of _____________, 2006, by and between SMA
Relationship Trust, a Delaware statutory trust (the "Trust"), and UBS Global
Asset Management (Americas) Inc., a Delaware corporation (the "Advisor").
1. Duties of the Advisor. The Trust hereby appoints the Advisor to act as
investment advisor to Series A (the "Series") for the period and on such terms
set forth in this Agreement. The Trust employs the Advisor to manage the
investment and reinvestment of the assets of the Series, to continuously review,
supervise and administer the investment program of the Series, to determine in
its discretion the assets to be held uninvested, to provide the Trust with
records concerning the Advisor's activities which the Trust is required to
maintain, and to render regular reports to the Trust's officers and Board of
Trustees concerning the Advisor's discharge of the foregoing responsibilities.
The Advisor shall discharge the foregoing responsibilities subject to the
control of the officers and the Board of Trustees of the Trust, and in
compliance with the objectives, policies and limitations set forth in the
Trust's Prospectus and Statement of Additional Information. The Advisor accepts
such employment and agrees to render the services and to provide, at its own
expense, the office space, furnishings, equipment and the personnel required by
it to perform the services on the terms and for the compensation provided
herein. With respect to foreign securities, at its own expense, the Advisor may
obtain statistical and other factual information and advice regarding economic
factors and trends from its foreign subsidiaries, and may obtain investment
services from the investment advisory personnel of its affiliates located
throughout the world to the extent permitted under interpretations of the
federal securities laws.
2. Portfolio Transactions. The Advisor shall provide the Series with a
trading department, and with respect to foreign securities, the Advisor is
authorized to utilize the trading departments of its foreign affiliates. The
Advisor shall select, and with respect to its foreign affiliates or the use of
any sub-advisors, shall monitor the selection of, the brokers or dealers that
will execute the purchases and sales of securities for the Series and is
directed to use its best efforts to ensure that the best available price and
most favorable execution of securities transactions for the Series are obtained.
Subject to policies established by the Board of Trustees of the Trust and
communicated to the Advisor, it is understood that the Advisor will not be
deemed to have acted unlawfully, or to have breached a fiduciary duty to the
Trust or in respect of the Series, or be in breach of any obligation owing to
the Trust or in respect of the Series under this Agreement, or otherwise, solely
by reason of its having caused the Series to pay a member of a securities
exchange, a broker or a dealer a commission for effecting a securities
transaction for the Series in excess of the amount of commission another member
of an exchange, broker or dealer would have charged if the Advisor determines in
good faith that the commission paid was reasonable in relation to the brokerage
or research services provided by such member, broker or dealer, viewed in terms
of that particular transaction or the Advisor's overall responsibilities with
respect to the Series and to other funds and advisory accounts for which the
Advisor or any Sub-Advisor, as defined
in Section 8 hereof, exercises investment discretion. The Advisor will promptly
communicate to the officers and trustees of the Trust such information relating
to the Series transactions as they may reasonably request.
3. Compensation of the Advisor. The Advisor shall not receive a fee for
the services rendered to the Series under this Agreement.
4. Reports. The Series and the Advisor agree to furnish to each other
such information regarding their operations with regard to their affairs as each
may reasonably request.
5. Status of Advisor. The services of the Advisor to the Series are not
to be deemed exclusive, and the Advisor shall be free to render similar services
to others so long as its services to the Series are not impaired thereby.
6. Liability of Advisor. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard by the Advisor of its obligations
and duties hereunder, the Advisor shall not be subject to any liability
whatsoever to the Series, or to any shareholder of the Series, for any error of
judgment, mistake of law or any other act or omission in the course of, or
connected with, rendering services hereunder including, without limitation, for
any losses that may be sustained in connection with the purchase, holding,
redemption or sale of any security on behalf of the Series.
7. Delegation of Responsibilities to Sub-Advisors. The Advisor may, at
its expense, select and contract with one or more affiliated or unaffiliated
investment advisors registered under the Investment Advisers Act of 1940
("Sub-Advisors") to perform some or all of the services for the Series for which
it is responsible under this Agreement. The Advisor will compensate any
Sub-Advisor for its services to the Series. The Advisor may terminate the
services of any Sub-Advisor at any time in its sole discretion, and shall at
such time assume the responsibility of such Sub-Advisor unless and until a
successor Sub-Advisor is selected and the requisite approval of the Series'
shareholders is obtained. The Advisor will continue to have responsibility for
all advisory services furnished by any Sub-Advisor.
8. Duration and Termination. This Agreement shall become effective on the
date first above written provided that first it is approved by the Board of
Trustees of the Trust, including a majority of those trustees who are not
parties to this Agreement or interested persons of any party hereto, in the
manner provided in Section 15(c) of the Investment Company Act of 1940, as
amended (the "1940 Act") and by the holders of a majority of the outstanding
voting securities of the Series; and shall continue in effect for two years from
its effective date. Thereafter, this Agreement may continue in effect only if
such continuance is approved at least annually by: (i) the Trust's Board of
Trustees; or (ii) by the vote of a majority of the outstanding voting securities
of the Series; and in either event by a vote of a majority of those trustees of
the Trust who are not parties to this Agreement or interested persons of any
such party in the manner provided in Section 15(c) of the 1940 Act. This
Agreement may be terminated by the Trust at any time, without the payment of any
penalty, by the Board of Trustees of the Trust or by
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vote of the holders of a majority of the outstanding voting securities of the
Series on 60 days' written notice to the Advisor. This Agreement may be
terminated by the Advisor at any time, without the payment of any penalty, upon
60 days' written notice to the Trust. This Agreement will automatically
terminate in the event of its assignment. Any notice under this Agreement shall
be given in writing, addressed and delivered or mailed postpaid, to the other
party at the principal office of such party.
As used in this Section 8, the terms "assignment," "interested person," and
"a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
9. Name of Advisor. The parties agree that the Advisor has a proprietary
interest in the names "SMA Relationship Trust" and "SMA*RT," and the Trust
agrees to promptly take such action as may be necessary to delete from its
corporate name and/or the name of the Series any reference to the names "SMA
Relationship Trust" or "SMA*RT" promptly after receipt from the Advisor of a
written request therefor.
10. Severability. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
11. Amendment of this Agreement. No provision of this Agreement 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 material amendment of this Agreement
shall be effective until approved by vote of a majority of the Series'
outstanding voting securities.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
SMA RELATIONSHIP TRUST SMA RELATIONSHIP TRUST
By: By:
Name: Name:
Title: Title:
UBS GLOBAL ASSET MANAGEMENT UBS GLOBAL ASSET MANAGEMENT
(AMERICAS) INC. (AMERICAS) INC.
By: By:
Name: Name:
Title: Title:
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