EXHIBIT 99.(4)(e)
MASTER TRANSFER AND NOVATION AGREEMENT
(SUB-ADVISORY AND SUB-ADMINISTRATION CONTRACTS)
THIS MASTER TRANSFER AND NOVATION AGREEMENT (as amended, modified or
supplemented from time to time, the "AGREEMENT"), dated as of April 1, 2006, by
and among UBS GLOBAL ASSET MANAGEMENT (US) INC., a Delaware corporation
registered as a broker-dealer under the Securities Exchange Act of 1934, as
amended (the "1934 ACT"), and as an investment adviser under the Investment
Advisers Act of 1940, as amended ("ADVISERS ACT") ("UBS GLOBAL AM"), UBS GLOBAL
ASSET MANAGEMENT (AMERICAS) INC., a Delaware corporation registered as an
investment adviser under the Advisers Act ("UBS GLOBAL AMERICAS"), UBS FINANCIAL
SERVICES INC., a Delaware corporation registered as a broker-dealer under the
1934 Act, and as an investment adviser under the Advisers Act ("UBS FINANCIAL
Services"), and each of the investment companies listed on the signature pages
hereto (each a "FUND" and together, the "FUNDS").
WHEREAS, UBS Global AM is sub-adviser and sub-administrator of the Funds
pursuant, in the case of each Fund, to the contract(s) listed next to the name
of such Fund in SCHEDULE I hereto (each, as amended, modified or supplemented
from time to time, a "CONTRACT" and together, the "CONTRACTS").
WHEREAS, UBS Global AM, pursuant to each Contract, has agreed to provide
sub-advisory, sub-management and/or sub-administrative services to the Fund that
is party to such Contract and to each portfolio or series of such Fund as now
exists and as hereafter may be established.
WHEREAS, the group of affiliated companies of which UBS Global AM is a
member desires to undertake and consummate an internal business re-organization
involving UBS Global AM and UBS Global Americas, which is an affiliate of UBS
Global AM as well as a member of such group of affiliated companies.
WHEREAS, pursuant to such internal business re-organization, UBS Global AM
desires to transfer by novation to UBS Global Americas all of UBS Global AM's
rights, title and interest, in and under each Contract, and all of UBS Global
AM's duties and obligations under each Contract (each such transfer by novation
is referred to herein as a "NOVATION").
WHEREAS, UBS Global Americas desires to agree to the Novation and thereby
accept such rights, title and interest, and assume such duties and liabilities.
WHEREAS, each Fund desires to acknowledge and agree to the Novation of the
Contract to which such Fund is a party and, pursuant to such Novation, accept
UBS Global Americas, and substitute UBS Global Americas for UBS Global AM, as
sub-adviser and sub-administrator to furnish sub-administrative, sub-advisory
and sub-management services to such Fund, and each portfolio or series of such
Fund as now exists and as hereafter may be established, in accordance with the
terms of such Contract.
WHEREAS, UBS Financial Services, which is investment adviser and
administrator of each Fund and a party to each Contract, has delegated (by
executing and delivering such
Contract) its duties as investment adviser and administrator of the Fund to
which such Contract relates (the "ADVISER AND ADMINISTRATOR DUTIES") to UBS
Global AM and now desires to acknowledge and agree to the Novation, and thereby
to delegate the Adviser and Administrator Duties to UBS Global Americas.
WHEREAS, UBS Global AM, UBS Global Americas, UBS Financial Services, and
the Funds have received an opinion of counsel, of even date herewith, that the
Novation of each Contract may be effected without the approval of the
shareholders of the Fund to which such Contract relates because, among other
things, such Novation would not be deemed to be an "assignment" of such Contract
under the Investment Company Act of 1940, as amended (the "1940 ACT") or an
amendment of such Contract under applicable State law (the "OPINION").
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, each Fund agrees with each of UBS Financial Services, UBS
Global AM and UBS Global Americas, and each of UBS Financial Services, UBS
Global AM and UBS Global Americas agrees with each other and such Fund, in each
case in respect of the Contract to which such Fund is a party, as follows:
1. NOVATION. With effect from the date hereof:
(a) UBS Global Americas shall have (and hereby accepts) the benefit of all
of the rights, title and interest, of UBS Global AM in and under such Contract,
and shall perform (and UBS Global Americas hereby assumes) all of the duties and
obligations of UBS Global AM under such Contract.
(b) UBS Global Americas shall be bound by such Contract in every way as if
it were named as a party thereto in substitution for UBS Global AM.
(c) Such Fund acknowledges, and agrees to, the Novation of such rights,
title and interests, and duties and obligations, by UBS Global AM to UBS Global
Americas, and acknowledges, and agrees to, the assumption by UBS Global Americas
of such duties and obligations, in each case in respect of the Contract to which
such Fund is a party. Such Fund shall be bound by such Contract in everyway as
if UBS Global Americas were named as a party thereto in substitution for UBS
Global AM.
(d) UBS Financial Services acknowledges, and agrees to, the Novation of
such rights, title and interests, and duties and obligations, by UBS Global AM
to UBS Global Americas, and acknowledges, and agrees to, the assumption by UBS
Global Americas of such duties and obligations. Pursuant to such acknowledgement
and agreement, UBS Financial Services hereby also delegates the Adviser and
Administrator Duties relating to such Fund to UBS Global Americas. UBS Financial
Services shall be bound by such Contract in everyway as if UBS Global Americas
were named as a party thereto in substitution for UBS Global AM.
(e) Each of UBS Financial Services, UBS Global AM and such Fund agrees that
UBS Global Americas shall have no liability to UBS Financial Services, UBS
Global AM or such Fund in respect of any duties, obligations, causes of action,
claims, liabilities or losses of any kind whatsoever arising out of or in
connection with or under such Contract prior to the date hereof.
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(f) Each of UBS Financial Services, UBS Global Americas and such Fund
agrees that UBS Global AM shall have no liability to UBS Financial Services, UBS
Global Americas or such Fund in respect of any duties, obligations, causes of
action, claims, liabilities or losses of any kind whatsoever arising out of or
in connection with or under such Contract on or after the date hereof.
2. SEPARATE AGREEMENTS. Except as otherwise set forth in this Section 2, upon
the execution and delivery by a Fund of its signature page hereto, (a) this
Agreement shall be deemed to have been entered into by such Fund, UBS Financial
Services, UBS Global AM and UBS Global Americas only (with no other Fund or
person being a party hereto), (b) this Agreement shall be deemed to be in
relation to the Contract to which such Fund is a party and to no other Contract,
and (c) this Agreement, and such Fund's agreements, consents, acknowledgements,
rights and liabilities hereunder, shall be construed accordingly. Without
prejudice to the generality of the foregoing, (i) no Fund has entered into this
Agreement with the intention of creating any legal relations with any other Fund
and each Fund has rights and liabilities under, and is otherwise a party to,
this Agreement severally in its own capacity and not jointly with any other
Fund, and (ii) no Fund shall have any contractual relationship, or rights
against or owe any duties or obligations to, any other Fund arising out of, or
in connection with, or merely because it or such other Fund is a party to, this
Agreement.
Each Fund (for the benefit of itself, each other Fund and each of UBS
Financial Services, UBS Global AM and UBS Global Americas) and each of UBS
Financial Services (for the benefit of itself, each Fund, UBS Global AM and UBS
Global Americas), UBS Global AM (for the benefit of itself, each Fund, UBS
Financial Services and UBS Global Americas) and UBS Global Americas (for the
benefit of itself, each Fund, UBS Financial Services and UBS Global AM) agrees
to this Section 2 and, to the extent it relates to this Section 2, to Section 5
of this Agreement.
3. 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 whom enforcement of the change, waiver, discharge or
termination is sought.
4. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall be an original but all of which together shall constitute
but one and the same agreement.
5. GOVERNING LAW. This Agreement (other than Section 2) shall be construed in
accordance with (a) the laws of the State of Delaware without giving effect to
the conflicts of laws principles thereof (if such Contract expressly provides
that it, or some part of it, shall be construed in accordance with the laws of
the State of Delaware without giving effect to the conflicts of laws principles
thereof) or, (b) the laws of the State of New York without giving effect to the
conflicts of laws principles thereof (if such Contract does not expressly
provide for any governing law). To the extent that the applicable laws of such
State conflict with the applicable provisions of the 1940 Act, the latter shall
control. Section 2 of this Agreement shall be construed in accordance with the
laws of the State of New York, without giving effect to the conflicts of law
principles thereof, and to the extent that the applicable laws of the State of
New York conflict with the applicable provisions of the 1940 Act, the latter
shall control.
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6. MISCELLANEOUS. The captions in this Agreement 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
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. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors. Where the effect of a requirement of the
1940 Act applicable to this Agreement or the transactions contemplated hereby is
revised or relaxed by a rule, regulation, order, interpretation or "no-action"
assurance or letter of the U.S. Securities and Exchange Commission or its staff,
whether of special or general application, this Agreement shall be deemed to
incorporate the effect of such rule, regulation or order. Without prejudice to
the generality of the foregoing, capitalized terms defined in this Agreement,
including in the recitals to this Agreement, shall have the meanings given to
them in this Agreement or such recitals.
7. NEW AGREEMENT EXECUTION. Each of UBS Financial Services, UBS Global Americas
and each Fund may, but shall not be required to, execute a new agreement that is
in substance identical to the Contract to which such Fund is a party (other than
for the substitution of UBS Global Americas for UBS Global AM and the date of
the agreement). Such agreement, with UBS Global Americas so substituted, shall
be effective as of the date thereof, shall replace such Contract and, as stated
in the Opinion, shall not require the approval of the shareholders of such Fund.
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IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their respective officers designated as of the day and year first
above written.
UBS GLOBAL ASSET MANAGEMENT (US) INC.
Attest:
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director & Associate General Title: Executive Director & Senior
Counsel Associate General Counsel
UBS GLOBAL ASSET MANAGEMENT
(AMERICAS) INC.
Attest:
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director & Associate General Title: Executive Director & Senior
Counsel Associate General Counsel
UBS FINANCIAL SERVICES INC.
Attest:
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Director Fund Title: Managing Director Investment
Services US Solutions US
UBS MANAGED MUNICIPAL TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Assistant
Secretary
UBS MUNICIPAL MONEY MARKET SERIES
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Assistant
Secretary
UBS RMA MONEY FUND, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Assistant
Secretary
UBS RMA TAX-FREE FUND, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Assistant
Secretary
UBS CASHFUND INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Assistant
Secretary
SCHEDULE I TO MASTER TRANSFER AND NOVATION
AGREEMENT (INVESTMENT SUB-ADVISORY AND SUB-
ADMINISTRATION AGREEMENTS)
CONTRACTS
ITEM FUND NAME OF CONTRACT PARTIES DATED
---- ---- ---------------- ------- -----
1 UBS Managed Municipal Trust UBS Managed Municipal Trust UBS Financial Services Inc. 3/1/04
Sub-Advisory and Sub-Administration UBS Global Asset Management (US)
Contract Inc.
2 UBS Municipal Money Market Series UBS Municipal Money Market Series UBS Financial Services Inc. 3/1/04
Sub-Advisory and Sub-Administration UBS Global Asset Management (US)
Agreement Inc.
3 UBS RMA Money Fund, Inc. UBS RMA Money Fund, Inc. UBS Financial Services Inc. 3/1/04
Sub-Advisory and Sub-Administration UBS Global Asset Management (US)
Contract Inc.
4 UBS RMA Tax-Free Fund, Inc. UBS RMA Tax-Free Fund, Inc. UBS Financial Services Inc. 3/1/04
Sub-Advisory and Sub-Administration UBS Global Asset Management (US)
Contract Inc.
5 UBS Cashfund Inc. UBS Cashfund Inc. Sub-Advisory UBS Financial Services Inc. 3/1/04
Contract UBS Global Asset Management (US)
Inc.
6 UBS Cashfund Inc. UBS Cashfund Inc. Sub-Administration UBS Financial Services Inc. 3/1/04
Contract UBS Global Asset Management (US)
