For period ending August 31, 2006 Exhibit 77Q1
File number 811-6262
INVESTMENT ADVISORY AND ADMINISTRATION CONTRACT
Contract made as of April 1, 2006 between UBS INVESTMENT TRUST, a Massachusetts
business trust (Fund) and UBS GLOBAL ASSET MANAGEMENT (AMERICAS)
INC.(Manager), a Delaware corporation registered as an investment adviser
under the Investment Advisers Act of 1940, as amended.WHEREAS, the Fund 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 shares of beneficial interest
(Shares), which may be offered in separate and distinct classes of
shares, each corresponding to a distinct portfolio (Series); and
WHEREAS, the Fund desires to retain Manager as investment adviser and
administrator to furnish certain administrative, investment advisory
and portfolio management services to the Fund and each Series as now
exists and as hereafter may be established, and Manager 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 Fund hereby appoints Manager as investment adviser
and administrator of the Fund and each Series for the period and on
the terms set forth in this Contract. Manager 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 Funds Board of Trustees
(Board), Manager 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. Manager will determine from time to time what securities
and other investments will be purchased, retained or sold by each
Series.
(b) Manager 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 any Series, Manager may, in its discretion,
use brokers who provide the Series with research, analysis, advice
and similar services to execute portfolio transactions on behalf of
the Series, and Manager may pay to those brokers in return for
brokerage and research services a higher commission than may be
charged by other brokers, subject to Managers determining in good
faith that such commission is reasonable in terms either of the
particular transaction or of the overall responsibility of Manager
to such Series and its other clients and that the total commissions
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 Manager, or any affiliated
person thereof, except in accordance with the federal securities laws
and the rules and regulations thereunder, or any applicable exemptive
orders. Whenever Manager simultaneously places orders to purchase or
sell the same security on behalf of a Series and one or more other
accounts advised by Manager, 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 Fund recognizes that in some cases
this procedure may adversely affect the results obtained for the
Series.
(c) Manager 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 31a-3 under the 1940 Act, Manager xxxxxx agrees that all
records which it maintains for the Fund are the property of the Fund,
agrees to preserve for the periods prescribed by Rule 31a-2 under the
1940 Act any records which it maintains for the Fund and which are
required to be maintained by Rule 31a-1 under the 1940 Act and
further agrees to surrender promptly to the Fund any records which
it maintains for the Fund upon request by the Fund.
(d) Manager 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 Fund 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 Fund hereby authorizes Manager and any entity or person
associated with Manager 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 1934 Act, and the Fund hereby consents to the retention of
compensation by Manager or any person or entity associated with
Manager for such transaction.
3.Duties as Administrator. Manager will administer the affairs of
the Fund and each Series subject to the supervision of the Board
and the following understandings:
(a) Manager will supervise all aspects of the operations of the Fund
and each Series, 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 Fund and each Series.
(b) Manager will provide the Fund and each Series with such corporate,
administrative and clerical personnel (including officers of the
Fund) and services as are reasonably deemed necessary or advisable
by the Board, including the maintenance of certain books and records
of the Fund and each Series.
(c) Manager will arrange, but not pay, for the periodic preparation,
updating, filing and dissemination (as applicable) of the Funds
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) Manager will provide the Fund 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) Manager 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 Manager.
4.Further Duties. In all matters relating to the performance of
this Contract, Manager will act in conformity with the
Declaration of Trust, By-Laws and currently effective
Registration Statement of the Fund, as delivered to Manager and
upon which it shall be entitled to rely, 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 Managers Duties as Investment Adviser and
Administrator. With respect to any or all Series, Manager may
enter into one or more contracts (Sub-Advisory or
Sub-Administration Contract) with a sub-adviser or
sub-administrator in which Manager delegates to such sub-adviser
or sub-administrator any or all of 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 the duties
and conditions to which Manager 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.
0.Xxxxxxxx Not Exclusive. The services furnished by Manager
hereunder are not to be deemed exclusive and Manager 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 Manager, who may also
be a Trustee, officer or employee of the Fund, 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 Manager, 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
Manager under this Contract; (iii) expenses of organizing
the Fund and the Series; (iv) filing fees and expenses
relating to the registration and qualification of the Series
shares and the Fund under federal and/or state securities
laws and maintaining such registration and qualification;
(v) fees and salaries payable to the Funds Trustees and
officers who are not interested persons of the Fund or
Manager; (vi) all expenses incurred in connection with
the Trustees services, including travel expenses in the case
of Trustees who are not interested persons of the Fund or
Manager; (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 Fund or Series for violation of any law
and any indemnification relating thereto; (x) legal, accounting
and auditing expenses, including legal fees of special counsel
for those Trustees of the Fund who are not interested persons
of the Fund; (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
Fund is a party and the expenses the Fund may incur as a result
of its legal obligation to provide indemnification to its
officers, Trustees, agents and shareholders or to Manager)
incurred by the Fund or Series; (xvi) fees, voluntary assessments
and other expenses incurred in connection with membership in
investment company organizations; (xvii) cost 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 Fund to
its Trustees and officers; (xix) costs of mailing, stationery and
communications equipment; (xx) expenses incident to any dividend,
withdrawal or redemption options; (xxi) charges and expenses of any
outside pricing service used to value portfolio securities; and
(xxii) interest on borrowings of the Fund.
(c) Manager will assume the cost of any compensation for services
provided to the Fund received by the officers of the Fund and
by those Trustees who are interested persons of the Fund.
(d) The payment or assumption by Manager of any expenses of the Fund or a
Series that Manager is not required by this Contract to pay or assume
shall not obligate Manager to pay or assume the same or any similar
expense of the Fund or a Series on any subsequent occasion.
8.Compensation.
(a) For the services provided and the expenses assumed pursuant to
this Contract with respect to each Series, the Fund will pay to
Manager a fee, computed daily and paid monthly, as set forth in
Schedule A hereto.
(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 Manager 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 Fund on behalf of such Series
and by Manager. 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 Manager on or
before the first 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 Manager. Manager and its delegates,
including any Sub-Adviser or Sub-Administrator to the Fund,
shall not be liable for any error of judgment or mistake of
law or for any loss suffered by any Series, the Fund 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 Manager, who may be or become an officer, Trustee,
employee or agent of the Fund shall be deemed, when rendering
services to any Series or the Fund or acting with respect to any
business of such Series or the Fund, to be rendering such service
to or acting solely for the Series or the Fund and not as an
officer, director, employee, or agent, or one under the
control or direction of Manager even though paid by it.
10.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 Fund 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 Fund 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 by vote of a majority of the
outstanding voting securities of a Series with respect to that
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 Manager or by Manager at any time, without
the payment of any penalty, on sixty days written notice to
the Fund. 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.
11.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 material 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.
12.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 13 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.
13.Limitation of Liability of the Trustees and Shareholders
of the Trust. No Trustee, shareholder, officer, employee
or agent of any Series shall be liable for any obligations
of any Series or the Fund under this Contract, and Manager
agrees that, in asserting any rights or claims under this
Contract, it shall look only to the assets and property of
the Fund in settlement of such right or claim, and not to
such Trustee, shareholder, officer, employee or agent.
The Fund represents that a copy of its Declaration of Trust
is on file with the Secretary of the Commonwealth of
Massachusetts and the Boston City Clerk.
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, 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 affected 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: Vice President and Assistant Secretary
UBS INVESTMENT
TRUST
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Vice President and Treasurer
Attest: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Director and Associate General Counsel
UBS GLOBAL ASSET
MANAGEMENT (AMERICAS) INC.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Executive Director and Sr. Xxxxx. General Counsel
