Exhibit 99.G.1
MULTIPLE SERVICES AGREEMENT
This AGREEMENT is effective as of ________, 2003, and is among JPMorgan
Chase Bank, a New York banking corporation (the "Bank"), SMA Relationship Trust,
a Delaware statutory trust (the "Customer") on behalf of its separate series of
shares representing interests in separate portfolios which are listed on
Schedule B1, as may be amended from time to time ("Series") and UBS Global Asset
Management (US) Inc., a Delaware Corporation ("UBS Global AM").
WHEREAS, Customer is an investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act") as an open-end
investment company; and
WHEREAS, the Customer desires to enter into one agreement providing for
the furnishing of custody, administrative and accounting services to the Series;
and
WHEREAS, the Bank desires to furnish such services to the Customer or to
arrange for the furnishing of such services through the use of certain agents;
NOW, THEREFORE, IT IS AGREED AS FOLLOWS
I. CUSTODY SERVICES
The Customer hereby appoints the Bank as its custodian to the Series, and the
Bank hereby accepts such appointment. This Section I. of this Multiple Services
Agreement (the "Agreement") relates solely to the provision of custody services
to the Customer. It is the intention of the parties that the services offered by
Bank under this Agreement with respect to the custody of Securities (as defined
below) and related settlement services will be limited to Securities that are
issued in the United States ("U.S.") by an issuer that is organized under the
laws of the U.S. or any state thereof, or that are both traded in the U.S. and
that are eligible for deposit in a U.S. Securities Depository.
1. CUSTOMER ACCOUNTS.
The Bank agrees to establish and maintain the following accounts
("Accounts"):
Separate custody accounts for each Series in the name of the Customer on
behalf of each such Series as listed in Schedule B1 for any and all stocks,
shares, bonds, debentures, notes, mortgages or other obligations for the payment
of money, bullion, coin and any certificates, receipts, warrants or other
instruments representing rights to receive, purchase or subscribe to the same or
evidencing or representing any other rights or interests therein and other
similar property whether certificated or uncertificated as may be received by
the Bank for the account of the Customer on behalf of a Series ("Securities")
and any and all cash equivalents.
Prior to the delivery of any Assets (as defined hereinafter) by the
Customer to the Bank, the Customer shall deliver to the Bank each applicable
document or other item listed in Schedule B2, which schedule may be amended from
time to time by the Customer and the Bank.
The Customer warrants its authority to: 1) deposit the cash and
Securities ("Assets") received in the Accounts and 2) give Instructions (as
defined in Sub-section 11 of this Section I.) concerning the Accounts. Such
Instructions shall specifically indicate to which Series such Assets belong or,
if such Assets belong to more than one Series, shall allocate such Assets to the
appropriate Series. The Bank may deliver securities of the same type and class
in place of those deposited in the Accounts.
Upon receipt of Instructions and appropriate documentation, the Bank
shall establish additional Accounts, which shall be separately accounted for as
additional Accounts under the terms of this Agreement.
2. SECURITIES DEPOSITORIES.
The Assets held for each Series may be held in custody and deposit
accounts that have been established by the Bank through the facilities of one or
more securities depositories or clearing agencies as listed on Schedule A, as
such Schedule may be amended from time to time by the Bank by sixty (60) days'
prior written notice to the Customer. The Customer will be given reasonable
notice by the Bank of any amendment to Schedule A.
3. SEGREGATION OF ASSETS.
(a) The Bank will identify the Assets on its books as belonging to the
Customer on behalf of a particular Series.
(b) Any Securities held in a securities depository for the account of
Bank will be subject only to the instructions of Bank or its agent.
4. CASH TRANSACTIONS.
(a) All cash received by the Bank for each of the Accounts shall be
held by the Bank as a short-term credit balance in favor of the Customer on
behalf of the Series to which the Account relates The Customer acknowledges that
any such credit balances shall not be accompanied by the benefit of any
governmental insurance.
(b) Whenever Customer instructs Bank to do so, Bank will arrange for
the automatic investment of cash in the Cash Account in mutual funds (including,
without limitation, the XX Xxxxxx Money Market Funds and any other mutual fund
with respect to which Bank or an Affiliate of Bank serves as an investment
adviser, administrator, shareholder servicing agent, and/or custodian or
subcustodian and regardless of whether or not Bank or its Affiliate receives any
fees for services rendered to any such mutual fund in addition to the fees
received by Bank pursuant to this Agreement, all of which such fees Bank is
specifically authorized to retain) which Bank makes available for such purposes
and which Customer selects through instructions to Bank. Furthermore, in this
regard, Bank is directed automatically to arrange for the redemption of such
mutual fund shares as may be necessary to avoid any potential overdraft
hereunder that Bank perceives based upon the information available to Bank at
the time of such redemption or withdrawal. Customer agrees that it will read the
prospectus for any mutual fund prior to investing and acknowledges that
investments in mutual fund shares are not insured by the Federal Deposit
Insurance Corporation ("FDIC") and are not obligations of or guaranteed
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by Bank. Customer further acknowledges that certain services for which Bank is
paid fees by mutual funds in which Customer invests may overlap with the
services Bank provides under this Agreement.
(c) The Bank will make cash payments from the Account upon receipt of
Instructions.
(d) In the event that any payment to be made under this Sub-section 4
exceeds the funds available in an Account, the Bank, in its discretion, may
advance the Customer on behalf of the relevant Series whose Assets are held in
such Account such excess amount which shall be deemed a short term credit
extension which is necessary in connection with payment and clearance of
securities transactions. Such credit extension shall be payable on demand,
bearing interest at the rate customarily charged by the Bank on similar advances
and consistent with the fee schedule set forth on Schedule E.
(e) If the Bank credits an Account on a payable date, or at any time
prior to actual collection and reconciliation to the Account, with interest,
dividends, redemptions or any other amount due, the Customer on behalf of and
from the Assets of the Series to which the Account relates will promptly return
any such amount upon written notification: (i) that such amount has not been
received in the ordinary course of business, or (ii) that such amount was
incorrectly credited. If the Customer on behalf of and from the Assets of the
Series to which the Account relates does not promptly return any amount upon
such notification, the Bank shall be entitled, upon written or electronic
notification to the Customer, to reverse such credit by debiting the Account for
the amount previously credited. The Bank shall be entitled to charge the
Customer on behalf of the Assets of the Series in the Account interest for any
such credit extension at rates to be agreed upon from time to time In addition
to any other remedies available, with respect to the extension of credit to a
particular Series, the Bank shall be entitled to a right of set-off against the
Assets of such Series to satisfy the repayment of such credit extension and the
payment of, or reimbursement for, accrued interest thereon.
(f) The Bank shall provide the Customer by 9:45 a.m. Eastern time, in
a format mutually agreed upon by both parties, the Customer's opening U.S.
Dollar cash balance in each Account, as well as cash projection activity known
to the Bank on each business day that the Bank is open or authorized to transact
business in the State of New York. Cash activity from Class level shareholder
activity available to the Bank by 9:00 a.m. Eastern time will be included in
this cash forecast. Other cash activity reported to the Bank by 9:15 a.m.
Eastern time, such as futures variation margins, fund expenses and collateral
movements related to futures and swap contracts will be included in the cash
forecast. The Customer shall be entitled to rely on such cash projection
information supplied by the Bank to the Customer and, notwithstanding any other
provision of this Agreement, the Bank shall be liable to and shall indemnify the
Customer for any direct damages suffered by the Customer as a result of such
reliance.
5. CUSTODY ACCOUNT TRANSACTIONS.
(a) Securities will be transferred, exchanged or delivered by the Bank
upon receipt by the Bank of Instructions. Settlement and payment for Securities
received for, and delivery of Securities out of, the Accounts may be made in
accordance with the customary or established securities trading or securities
processing practices and procedures in the market in which the transaction
occurs. Under all circumstances, Bank shall use its reasonable efforts to make
delivery of Securities to a purchaser, dealer or their agents only against
payment subject to local custom and regulations. Delivery of Securities out of
an Account may also be made in any other manner specifically required by
Instructions.
(b) The Bank, upon receipt of Instructions, will credit or debit an
Account on a contractual settlement date, if consistent with applicable law,
with cash or Securities with respect to any sale,
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exchange or purchase of Securities. Otherwise, such transactions will be
credited or debited to an Account on the date cash or Securities are actually
received by the Bank and reconciled to such Account.
6. ACTIONS OF THE BANK.
The Bank shall follow Instructions received regarding assets held in the
Accounts. However, until it receives Instructions to the contrary, the Bank
will:
(a) Present for payment any Securities which are called, redeemed or
retired or otherwise become payable and all coupons and other income items which
call for payment upon presentation, to the extent that the Bank's central
corporate actions department is actually aware of such opportunities.
(b) Execute in the name of the Customer such ownership and other
certificates as may be required to obtain payments in respect of Securities.
(c) Exchange interim receipts or temporary Securities for definitive
Securities.
(d) Issue statements to the Customer, at times mutually agreed upon,
identifying the Assets in the Accounts.
(e) Receive and collect all income and principal with respect to
Securities and to credit cash receipts to the Accounts.
(f) Take non-discretionary action on mandatory corporate actions.
(g) Pay or cause to be paid, from the Accounts, any and all taxes and
levies of any nature imposed on the Assets by any governmental authority in
connection with custody of and transactions in such Assets.
(h) In general, attend to all nondiscretionary details in connection
with the custody, sale, purchase, transfer and other dealings with the Assets
held in the Accounts.
The Bank will send the Customer an advice or notification of any
transfers of Assets to or from the Accounts. Such statements, advices or
notifications shall indicate the identity of the entity having custody of the
Assets. Unless the Customer sends the Bank a written exception or objection to
any Bank statement within ninety (90) days of receipt, the Customer shall be
deemed to have approved such statement.
All collections of funds or other property paid or distributed in respect
of Securities in the Accounts shall be made at the risk of the Customer. The
Bank shall have no liability for any loss occasioned by delay in the actual
receipt of notice by the Bank of any payment, redemption or other transaction
regarding Securities in the Accounts in respect of which the Bank has agreed to
take any action under this Agreement.
7. CORPORATE ACTIONS; PROXIES; TAX RECLAIMS.
(a) CORPORATE ACTIONS. Whenever the Bank receives information concerning the
Securities which requires discretionary action by the beneficial owner of the
Securities (other than a proxy), such as
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subscription rights, bonus issues, stock repurchase plans and rights offerings,
or legal notices or other material intended to be transmitted to securities
holders ("Corporate Actions"), the Bank will give the Customer notice of such
Corporate Actions to the extent that the Bank's central corporate actions
department has actual knowledge of a Corporate Action in time to notify its
customers. Bank also will use its reasonable efforts to notify Customer of any
class action litigation for which information is actually received by Bank's
central corporate actions department but shall not be liable for any Liabilities
arising out of Bank's failure to identify Customer's interest in any class
action litigation. Bank does not commit, however, to provide information
concerning Corporate Actions or class action litigation relating to Securities
being held at Customer's request in a name not subject to the control of Bank.
When a rights entitlement or a fractional interest resulting from a
rights issue, stock dividend, stock split or similar Corporate Action is
received which bears an expiration date, the Bank will endeavor to obtain
Instructions, as defined in Sub-section 11 of this Section I., but if
Instructions are not received in time for the Bank to take timely action, or
actual notice of such Corporate Action was received too late to seek
Instructions, the Bank is authorized to act in accordance with the default
option provided by local market practice and/or the issuer of the Securities.
Bank may sell or otherwise dispose of fractional interests in Financial
Assets arising out of a Corporate Action or class action and, to the extent
necessary to protect Customer's interest in that Corporate Action or class
action, credit the Cash Account with the proceeds of the sale or disposition. If
some, but not all, of an outstanding class of Financial Asset is called for
redemption, Bank may allot the amount redeemed among the respective beneficial
holders of such class of Financial Asset in any manner Bank deems to be fair and
equitable.
The indemnification provision of this Sub-section 7 (a) will survive the
termination of this Agreement.
(b) PROXY VOTING. The Bank will provide proxy voting services only
pursuant to the Service Documentation. Proxy voting services may be provided by
the Bank or, in whole or in part, by one or more third parties appointed by the
Bank (which may be affiliates of the Bank). Bank shall not be liable for any
third party provider that is not an affiliate of the Bank that it selects and
retains using reasonable care.
(c) TAX RECLAIMS.
(i) Subject to the provisions hereof and the receipt of
Instructions as described in the Service Documentation, the Bank will timely
apply for or facilitate the application for a reduction of withholding tax and
any refund of any tax paid or tax credits which apply in each applicable market
in respect of income payments on Securities for the benefit of the Customer
which the Bank believes may be available to such Customer. The Bank shall notify
the Customer that it is making such application for a reduction of withholding
tax and refund of any tax paid or tax credits which apply in each applicable
market in respect of income payments on Securities for the benefit of Customer.
To defray expenses pertaining to nominal tax claims, Bank may from time-to-time
set minimum thresholds as to a de minimus value of tax relief claims or
reduction of withholding which it will pursue in respect of income payments
under this subsection (c).
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(ii) The provisions of tax reclaim services by the Bank is
conditional upon the Bank receiving from the beneficial owner of Securities (A)
a declaration of its identity and place of residence and (B) certain other
documentation (pro forma copies of which are available from the Bank). The Bank
shall use reasonable means to notify Customer of the declarations, documentation
and information which the Customer is to provide to Bank in order for the Bank
to perform the tax reclaim services described herein. The Customer shall provide
to the Bank such documentation and information as it may require in connection
with taxation, and warrants that, when given, this information shall be true and
correct in every respect, not misleading in any way, and contain all material
information. The Customer undertakes to notify the Bank immediately if any such
information requires updating or amendment.
(iii) The Bank shall not be liable to the Customer or any third
party for any tax, fines or penalties payable by the Bank or the Customer, and
shall be indemnified accordingly, whether these result from the inaccurate
completion of documents by the Customer or any third party, or as a result of
the provision to the Bank or any third party of inaccurate or misleading
information or the withholding of material information by the Customer or any
other third party, or as a result of any delay of any revenue authority or any
other matter beyond the control of the Bank. The provisions of this Sub-section
7(c)(iii) shall survive the termination of this Agreement.
(iv) The Customer confirms that the Bank is authorized to deduct
from any cash received or credited to the Accounts any taxes or levies required
by any revenue or governmental authority for whatever reason in respect of the
Accounts.
(v) The Bank shall perform tax reclaim services only with
respect to taxation levied by the revenue authorities of the countries notified
to the Customer from time to time and, upon Instructions as described in the
Service Documentation Guide, the Bank may, if the Bank offers tax reclaim
services in new markets, supplement or amend the markets in which the tax
reclaim services are offered. Other than as expressly provided in this
sub-clause and to the extent that the Bank acts in accordance with the
information provided on Schedule B2, the Bank shall have no responsibility with
regard to the Customer's tax position or status in any jurisdiction.
(vi) The Customer confirms that the Bank is authorized to
disclose any information requested by any revenue authority or any governmental
body in relation to the Customer or the Securities and/or Cash held for the
Customer for the purpose of obtaining tax reclaims only. This provision does not
authorize any other disclosure to any revenue authority or any governmental body
without the prior written consent of Customer.
(vii) Tax reclaim services may be provided by the Bank or, in
whole or in part, by one or more third parties appointed by the Bank (which may
be affiliates of the Bank); provided that the Bank shall be liable for the
performance of any such third party to the same extent as the Bank would have
been if it performed such services itself.
(viii) The Bank shall monitor tax reclaims and report on such
reclaims on a monthly basis.
8. NOMINEES.
Securities which are ordinarily held in registered form may be registered
in the name of the Bank or securities depositories or any of their nominees, as
the case may be. The Bank may without notice to the Customer cause any such
Securities to cease to be registered in the name of any such nominee and to be
registered in the name of the Customer. Under no circumstances, shall any of the
Securities be
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registered in the name of UBS Global AM unless the Bank has been instructed
otherwise. In the event that any Securities registered in a nominee name are
called for partial redemption by the issuer, the Bank may allot the called
portion to the respective beneficial holders of such class of security in any
manner the Bank deems to be fair and equitable.
Where the Bank has been instructed by the Customer to hold any Securities
in the name of any person or entity other than the Bank or any such entity's
nominee, the Bank shall not be responsible for any failure to collect such
dividends or other income or participate in any such corporate action with
respect to such Securities.
9. AUTHORIZED PERSONS.
As used in this Agreement, the term "Authorized Person" means persons as
have been designated on Schedule B 2, or entities as have been designated on
Schedule B 2 as such Schedules may be amended from time to time by written
notice from the Customer or its designated agent to act on behalf of the
Customer under this Agreement. Such persons or entities shall continue to be
Authorized Persons until such time as the Bank receives Instructions that any
such person or entity is no longer an Authorized Person. Prior to the delivery
of the Assets to the Bank, the Bank shall provide to Customer a list of
designated system user ID numbers and passwords that the Customer shall be
responsible for assigning to Authorized Persons. The Bank shall assume that an
electronic transmission received and identified by a system user ID number and
password was sent by an Authorized Person. The Bank agrees to provide additional
designated system user ID numbers and passwords as needed by the Customer. The
Customer authorizes the Bank to issue new system user ID numbers upon the
request of a previously existing Authorized Person. Upon the issuance of
additional system user ID numbers by the Bank to the Customer, Schedule B4 shall
be deemed automatically amended accordingly. The Customer authorizes and
instructs the Bank to assume that a facsimile transmission received which sets
forth only the typed name of an Authorized Person is an Instruction sent by an
Authorized Person. The Customer authorizes the Bank to receive, act and rely
upon any Instructions received by the Bank which have been issued, or purport to
have been issued, by an Authorized Person.
Any Authorized Person may cancel/correct or otherwise amend any
Instruction received by the Bank, but the Customer agrees to indemnify the Bank
for any liability, loss or expense incurred by the Bank as a result of their
having relied upon or acted in good faith on any prior Instruction. The Bank
will use its reasonable efforts to process trades once the trades have settled,
upon receipt of an amendment or cancellation of an Instruction to deliver or
receive any security or funds with respect to such trades.
10. INSTRUCTIONS.
The term "Instructions" for purposes of Section I. of this Agreement
means instructions of any Authorized Person received by the Bank, via telex,
facsimile transmission, bank wire, SWIFT or other teleprocess or electronic
instruction or trade information system acceptable to the Bank which the Bank
reasonably believes in good faith to have been given by Authorized Persons or by
such other means as may be agreed in writing by Bank and Customer or which are
transmitted with proper testing or authentication pursuant to terms and
conditions which the Bank may specify and provided that such Instructions are
timely received by the Bank. Unless otherwise expressed, Instructions shall
continue in full force and effect until canceled or superseded. Customer will
indemnify Bank , its directors, officers, employees and agents ("Bank
Indemnitees") against, and hold each of them harmless from, any loss, liability
or expense that may be imposed on, incurred by, or asserted against Bank
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Indemnitees as a result of any action or omission taken in accordance with any
Instructions or other directions upon which Bank is authorized to rely under the
terms of this Agreement.
The Customer shall be responsible for safeguarding any testkeys,
identification codes or other security devices which the Bank shall make
available to the Customer or its Authorized Persons.
II. ADMINISTRATIVE AND ACCOUNTING SERVICES
The Customer hereby appoints the Bank as its administrative and
accounting services agent to the Series, and the Bank hereby accepts such
appointment. This Section II. of this Agreement relates solely to the provision
of administrative and accounting services to the Customer and its Series. For
purposes of this Section II, the term "Bank" shall include the Bank and its
agents.
A. ADMINISTRATIVE SERVICES
1. SERVICES.
Subject to the succeeding provisions of this section and subject
to the direction and supervision of the Board of Trustees of the Customer, Bank
shall provide to Customer and each of the Series administrative services as set
forth in Schedule C attached hereto and incorporated by reference into this
Agreement. In addition to the obligations set forth in Schedule C, the Bank, in
its capacity as administrator for the Customer and each of the Series
("Administrator"), shall: (i) provide its own office space, facilities,
equipment and personnel for the performance of its duties under this Section
II.A. of this Agreement; and (ii) take all actions the Bank deems necessary to
properly execute administration on behalf of the Series.
2. COOPERATION OF OTHER PARTIES.
So that the Bank may perform its duties under the terms of this
Agreement, the Board of Trustees of the Customer shall direct the officers,
investment adviser, legal counsel, independent accountants and other agents of
the Customer to cooperate with the Bank in performing administrative services
hereunder and, upon request of the Bank, to provide such information, documents
and advice as is within the possession or knowledge of such persons PROVIDED
THAT no such person need provide any information to the Bank if to do so would
result in the loss of any privilege with respect to such information unless the
Customer elects to waive such privilege. In the event that the Customer does not
elect to waive such privilege, the Bank shall not be liable for and shall be
indemnified against any losses directly resulting from the failure to deliver
such information, documents or advice. In connection with its duties hereunder,
the Bank shall be entitled to rely, and shall be held harmless by the Customer
when acting in reliance upon the instruction, advice or any documents relating
to the Customer as provided to the Bank by any of the aforementioned persons
provided that such reliance is reasonable.
The indemnification provisions of this Sub-section 2 of this
Section II.A. shall survive the termination of this Agreement.
3. COMPLIANCE WITH LAWS AND OTHER REQUIREMENTS.
Any activities performed by the Bank under this Section II.A. of
this Agreement shall conform to the requirements of:
(a) the provisions of the 1940 Act and of any rules or
regulations in force thereunder;
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(b) any other applicable provision of state and Federal law;
(c) the provisions of the Agreement and Declaration of Trust
and the By-Laws of the Customer, as amended from time to time;
(d) any policies and determinations of the Board of Trustees of
the Customer provided to the Bank in writing; and
(e) the fundamental policies of the Series as reflected in the
Customer's registration statement on Form N-1A ("Form N-1A") under the 1940 Act
and any amendments thereto.
4. NON-EXCLUSIVITY.
Nothing in this Agreement shall prevent the Bank or any officer or
employee thereof from acting as administrator for or with any other person,
firm, corporation or trust. While the administrative services supplied to the
Customer and the Series may be different than those supplied to other persons,
firms, corporations or trusts, the Bank shall provide the Customer and the
Series equitable treatment in supplying services. The Bank agrees to maintain
the records and all other information of the Customer and the Series as required
by the 1940 Act and shall not use such information for any purpose other than
the performance of the Bank's duties under this Agreement.
B. ACCOUNTING SERVICES
1. SERVICES.
The Bank, in its capacity as accounting services agent for the
Customer and the Series ("Accounting Agent"), will in addition to the duties and
functions listed below, perform accounting services listed in Schedule D
attached hereto.
2. INSTRUCTIONS.
For purposes of this Section II.B. of this Agreement:
(a) ORAL INSTRUCTIONS shall mean an authorization, instruction,
approval, item or set of data, or information of any kind transmitted to the
Bank in person or by telephone, telegram, telecopy, or other mechanical or
documentary means LACKING A SIGNATURE, by an Authorized Person, as defined in
Sub-section 10 of Section I. of this Agreement or by any of the Customer's
officers, employees, shareholders or other agents reasonably believed by Bank to
be authorized to give such Oral Instructions.
(b) WRITTEN INSTRUCTIONS shall mean an authorization,
instruction, approval, item or set of data or information of any kind
transmitted to the Bank in original writing CONTAINING ORIGINAL SIGNATURES or a
copy of such document transmitted by telecopy or facsimile transmission
including transmission of such signature reasonably identified to the Bank to be
the signature of an Authorized Person, as defined in Sub-section 10 of Section
I. of this Agreement or by any of the Customer's officers, employees,
shareholders or other agents reasonably believed by Bank to be authorized to
give such Written Instructions.
3. MAINTENANCE OF ACCOUNTS AND RECORDS.
To the extent the Bank receives the necessary information from the
Customer or its agents by Written or Oral Instructions, the Bank shall maintain
and keep current the following Accounts
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and Records relating to the Customer's business in such form as may be mutually
agreed upon between the Customer and the Bank:
(a) Net Asset Value Calculation Reports;
(b) cash Receipts Journal;
(c) cash Disbursements Journal;
(d) dividends Paid and Payable Schedule;
(e) purchase and Sales Journals - Portfolio Securities;
(f) security Ledgers - Transaction Report and Tax Lot Holdings
Report;
(g) broker Ledger - Commission Report;
(h) daily Expense Accruals;
(i) daily Interest Accruals;
(j) daily Trial Balance;
(k) portfolio Interest Receivable and Income Journal;
(l) portfolio Dividend Receivable and Income Register;
(m) listing of Portfolio Holdings - showing cost, market value
and percentage of portfolio comprised of each security;
(n) average daily net assets provided on monthly basis; and
(o) daily accounting reports as agreed to by the parties.
The necessary information to perform the above functions and the
calculation of each Series' net asset value as provided below, is to be
furnished by Written or Oral Instructions to the Bank daily (in accordance with
the time frame identified in Sub-section 7 of this Section II.B.).
4. CALCULATION OF NET ASSET VALUE.
The Bank shall perform the calculations necessary to calculate
each Series' net asset value daily, in accordance with: (i) the Customer's
Advisory Agreements and Agreement and Declaration of Trust; (ii) the provisions
of the Customer's Form N-1A; and (iii) any other procedures approved by the
Board of Trustees of the Customer and supplied to the Bank by the Customer in
writing. Portfolio items for which market quotations are available by the Bank's
use of automated financial information services which shall be authorized by the
Customer in writing to the Bank ("Services") shall be based on the closing
prices of such Services except where the Customer has given or caused to be
given specific Written Instructions to utilize a different value. Restricted
securities and other securities requiring valuation not readily ascertainable
solely by such Services shall be given values as the Customer provides by
Written Instructions. The Bank shall not have any responsibility or liability
for: (i) the accuracy of prices quoted by any of the Services; (ii) the accuracy
of any information supplied by the
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Customer; or (iii) for any loss, liability, damage, or cost arising out of any
inaccuracy, delay or omissions from such data provided by the Services or the
Customer. The Bank shall have no responsibility or duty to include information
or valuations to be provided by the Customer in any computation unless and until
it is timely supplied to the Bank in usable form. The Bank shall record
corporate action information of which it has become aware in its capacity as
Custodian for Customer or from the Services or the Customer. The Bank shall not
have any duty to gather or record corporate action information not supplied by
these sources.
The Bank will not be responsible for any losses, damages or costs
to the Customer, the Series or its shareholders for any price errors caused by:
the Customer, the Series, its advisers, corporate action and dividend
information, or any other party other than the Bank itself.
5. AUTHORITY TO ACT UPON RECEIPT OF INSTRUCTIONS.
For all purposes under Section II.B. of this Agreement, the Bank
is authorized to act upon receipt of any Written or Oral Instruction it
receives. The Customer agrees to provide Written Instructions to the Bank with
respect to trade confirmation and cash instruction. The Bank shall be entitled
to rely on any Oral or Written Instruction received. For any act or omission
undertaken in compliance with such Oral or Written Instruction received, the
Bank shall be free of liability and fully indemnified and held harmless by the
Customer, provided, however, that in the event an Oral or Written Instruction
received by the Bank is countermanded by a timely later Oral or Written
Instruction received by the Bank prior to acting upon such countermanded
Instruction, the Bank shall act upon such later Oral or Written Instruction. The
indemnification provisions of this Sub-section 5 shall survive termination of
this Agreement.
6. PROVISION OF REPORTS.
The Bank shall promptly supply daily and periodic reports to the
Customer as requested by the Customer and agreed upon by the Bank.
7. PROVISION OF INFORMATION BY THE CUSTOMER.
The Customer shall provide to the Bank or shall cause to be
provided to the Bank as of the close of each business day or on such other
schedule as the Bank determines is necessary, Oral or Written Instructions
containing any additional data or information necessary for the Bank to maintain
the Customer's and the Series' Accounts and Records. Such Oral or Written
Instructions shall be delivered to the Bank no later than 11:00 a.m., Eastern
time the following business day.
8. ADOPTION OF ADDITIONAL PROCEDURES.
In connection with and in furtherance of the rendering of services
under this Section II.B., the Bank and the Customer may from time to time adopt
such procedures as agreed upon in writing, and the Bank may conclusively assume
that any procedure approved by the Customer or direction by the Customer does
not conflict with or violate any requirements of the Customer's Agreement and
Declaration of Trust, By-Laws, or any rule or regulation of any regulatory body
or governmental agency.
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III. GENERAL PROVISIONS
1. STANDARD OF CARE; LIABILITIES - SECTION I.
(a) With respect to Section I. of this Agreement, the Bank shall be
responsible for the performance of only such duties as are set forth in Section
I. of this Agreement or expressly contained in Instructions which are consistent
with the provisions of Section I. of this Agreement as follows:
(i) The Bank will use reasonable care with respect to its
obligations under this Agreement and the safekeeping of Assets. The Bank shall
be liable to the Customer for any loss which shall occur as the result of the
negligence or willful misconduct of the Bank or with respect to the safekeeping
of such Assets. In the event of any loss to the Customer or Series by reason of
the failure of the Bank to utilize reasonable care, the Bank shall be liable to
the Customer and the Series only to the extent of the Customer's actual damages.
(ii) Bank may provide certain ancillary services under this
Agreement through third parties, which may be affiliates of Bank. Bank will not
be responsible for any loss as a result of a failure by any broker or any other
third party that it selects and retains using reasonable care to provide
ancillary services that it may not customarily provide itself, including,
without limitation, delivery services and providers of information regarding
matters such as pricing, proxy, voting, and corporate actions and class action
litigation. Nevertheless, Bank will be liable for the performance of any such
broker or other third party selected by Bank that is an affiliate of Bank to the
same extent, as Bank would have been liable if it performed such services
itself.
(iii) The Customer and the Series shall be indemnified by, and
without liability to, the Bank for any action taken or omitted by the Bank
within the scope of this Agreement as a result of the Bank's negligence or
willful misconduct.
(iv) The Bank and its nominees shall be indemnified by, and
without liability to, the Customer, the Series, or the Shareholders for any
action taken or omitted by the Bank whether pursuant to or in reliance upon
Instructions for any losses arising out of the Bank's performance hereunder,
arising out of its nominees acting as a nominee or holder of record of the
Securities, or for any action or omission otherwise within the scope of this
Agreement if such act or omission was in good faith, without negligence. In
performing its obligations under this Agreement, the Bank may rely on the
genuineness of any document which it reasonably believes in good faith to have
been validly executed.
(v) The Customer agrees to pay for and hold the Bank harmless
from any liability or loss resulting from the imposition or assessment of any
taxes or other governmental charges, and any related expenses with respect to
income from or Assets in the Accounts.
(vi) The Bank shall be entitled to rely, and may act, upon the
advice of counsel for the Customer on all matters and shall be without liability
for any action reasonably taken or omitted pursuant to such advice.
(vii) Without limiting the foregoing, the Bank shall not be
liable for any loss which results from the general risk of investing.
(viii) In no event shall the Bank be liable to the Customer or the
Series for any indirect, incidental, special or consequential losses or damages
of any kind whatsoever (including but not
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limited to lost profits), even if the Bank has been advised of the likelihood of
such loss or damage and regardless of the form of action.
(b) Consistent with and without limiting the first paragraph of this
Sub-section 1 of this Section III. of this Agreement, it is specifically
acknowledged that the Bank shall have no duty or responsibility to:
(i) supervise or make recommendations with respect to
investments or the retention of Securities;
(ii) advise the Customer or an Authorized Person regarding any
default in the payment of principal or income of any security other than as
provided in Sub-section 5(c) of Section I. of this Agreement;
(iii) evaluate or report to the Customer or an Authorized Person
regarding the financial condition of any broker, agent or other party to which
Securities are delivered or payments are made pursuant to this Agreement.
Nothing contained in this clause shall limit the Bank's responsibilities
pursuant to Section I.4 of this Agreement;
(iv) review or reconcile trade confirmations received from
brokers. The Customer or its Authorized Persons (as defined in Sub-section 10 of
Section I. of this Agreement) issuing Instructions shall bear any responsibility
to review such confirmations against Instructions issued to and statements
issued by the Bank; and
(v) The provisions of this Section III.1 shall survive the
termination of this Agreement.
2. STANDARD OF CARE; LIABILITIES - SECTION II.
(a) For purposes of Section II. of this Agreement, the Bank shall not
be liable for any error of judgment or mistake of law or for any loss or expense
suffered by the Bank or the Customer, the Series, or the Shareholders in
connection with the matters to which this Agreement relates, except for a loss
or expense to the extent caused by or resulting from willful misfeasance, bad
faith or negligence on the Bank's part in the performance of its duties or from
reckless disregard by the Bank of its obligations and duties under this
Agreement. In the performance of its services, however, the Bank shall be
obligated to exercise the due care and diligence of an open-end fund
administrative and accounting agent. In no event shall the Bank be liable for
any indirect, incidental, special or consequential losses or damages of any kind
whatsoever (including but not limited to lost profits), even if the Bank has
been advised of the likelihood of such loss or damage and regardless of the form
of action.
(b) Subject to Section 2(a) above, the Bank shall not be responsible
for, and the Customer shall indemnify and hold the Bank harmless from and
against, any and all losses, damages, costs, reasonable attorneys' fees and
expenses, payments, expenses and liabilities incurred by the Bank, any of its
agents, or the Customer's agents in the performance of its/their duties
hereunder, including but not limited to those arising out of or attributable to:
(i) any and all actions of the Bank or its officers or agents
required to be taken pursuant to this Agreement;
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(ii) the reasonable reliance on or use by the Bank or its
officers or agents of information, records, or documents which are received by
the Bank or its officers or agents and furnished to it or them by or on behalf
of the Customer, and which have been prepared or maintained by the Customer or
any third party on behalf of the Customer;
(iii) the Customer's refusal or failure to comply with the
material terms of this Agreement or the Customer's lack of good faith, or its
actions, or lack thereof, involving negligence or willful misfeasance;
(iv) the breach of any material representation or warranty of
the Customer hereunder;
(v) the taping or other form of recording of telephone
conversations or other forms of electronic communications with investors and
shareholders, or reliance by the Bank, its officers or agents on telephone or
other electronic instructions of any person acting on behalf of a shareholder or
shareholder account for which telephone or other electronic services have been
authorized, provided the Bank, its officers or agents complies with all laws
relating to the taping or other form of recording of telephone conversations;
(vi) the reliance on or the carrying out by the Bank or its
officers or agents of any proper instructions reasonably believed to be duly
authorized, or requests of the Customer or recognition by the Bank or its
officers or agents of any share certificates which are reasonably believed to
bear the proper signatures of the officers of the Customer and the proper
countersignature of any transfer agent or registrar of the Customer;
(vii) any delays, inaccuracies or omissions from information or
data provided to the Bank or its officers or agents by data services, corporate
action services, Services or securities brokers and dealers;
(viii) the offer or sale of shares by the Customer in violation of
any requirement under the Federal securities laws or regulations or the
securities laws or regulations of any state, or in violation of any stop order
or other determination or ruling by any Federal agency or any state agency with
respect to the offer or sale of such shares in such state (1) resulting from
activities, actions or omissions by the Customer or its other service providers
and agents, or (2) existing or arising out of activities, actions or omissions
by or on behalf of the Customer prior to the effective date of this Agreement;
(ix) any failure of the Customer's registration statement to
materially comply with the 1940 Act (including the rules and regulations
thereunder) and any other applicable laws, or any untrue statement of a material
fact or omission of a material fact necessary to make any statement therein not
misleading in Customer's registration statement on Form N1-A; and
(x) the actions taken by the Customer, and its investment
advisers, in compliance with applicable securities, tax, commodities and other
laws, rules and regulations, or the failure to so comply.
(c) In performing the services required under Section II. hereof, the
Bank shall be entitled to rely on any Oral or Written Instructions, notices or
other communications, including electronic transmissions, from the Customer and
its officers and trustees, investors, agents and other service providers which
the Bank or its agents reasonably believes to be genuine, valid and authorized,
and shall be indemnified by the Customer for any loss or expense caused by such
reliance. The Bank shall also be
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entitled to consult with and rely on the advice and opinions of outside legal
counsel retained by the Customer, as necessary or appropriate.
(d) The Bank shall indemnify and hold the Customer and the Series
harmless from and against any and all losses, damages, costs, charges,
reasonable attorneys' fees and expenses, payments, expenses and liabilities
arising out of or attributable to the Bank's refusal or failure to comply with
the material terms of this Agreement; the Bank's breach of any material
representation made by it herein; or the Bank's lack of good faith or acts
involving negligence, willful misfeasance or reckless disregard of its duties
under this Agreement.
(e) The provisions of this Section III.2. shall survive the
termination of this Agreement.
3. INDEMNIFICATION.
(a) In connection with any indemnification required under this Section
III., the party seeking indemnification ("Indemnified Party") shall give written
notice within a reasonable period of time to the other party ("Indemnifying
Party") of a written assertion or claim of any threatened or pending legal
proceeding which may be subject to this indemnification. The failure to so
notify the Indemnifying Party of such written assertion or claim shall not,
however, operate in any manner whatsoever to relieve the Indemnifying Party of
any liability arising from this Section III. or otherwise, except to the extent
failure to give notice prejudices the Indemnifying Party.
(b) For any legal proceeding giving rise to indemnification under this
Agreement, the Indemnifying Party shall be entitled to defend or prosecute any
claim in the name of the Indemnified Party at its own expense and through
counsel of its own choosing if it gives written notice to the Indemnified Party
within fifteen (15) business days of receiving notice of such claim.
Notwithstanding the foregoing, the Indemnified Party may participate in the
litigation at its own expense through counsel of its own choosing. If the
Indemnifying Party chooses to defend or prosecute such claim, then the parties
shall cooperate in the defense or prosecution thereof and shall furnish such
records and other information as are reasonably necessary.
(c) The provisions of this Sub-section 3 shall survive the termination
of this Agreement.
4. USE OF OTHER PARTIES BY THE BANK.
(a) In furnishing the services required to be provided under Section
II. of this Agreement, the Bank may, upon prior written approval of Customer,
sub-contract with other parties ("Other Parties") for the provision of all or
such part of those services as Bank deems appropriate. In the event that the
Bank utilizes the services of Other Parties in performing the functions required
to be performed by it as set forth in Section II. of this Agreement, the Bank
shall be responsible for the actions of such Other Parties to the same extent as
if the Bank performed such functions. Termination of such Other Parties may be
made only upon prior written approval of Customer.
(b) To the extent the Bank contracts with Other Parties to perform
services required by Section II., of this Agreement, Bank is authorized to make
representations in writing to such Other Parties concerning the Customer only
(i) to the same extent as the Customer makes representations and warranties to
the Bank in this Agreement; and (ii) concerning the obligations of Customer set
forth in Sub-section 4(c) of this Agreement.
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(c) The Customer and the Bank agree that to the extent the Bank
utilizes Other Parties to perform certain functions called for by Section II. of
this Agreement, the Customer may communicate directly with such Other Parties
and agrees to pay the direct Customer expenses set forth in Schedule E.
(d) To the extent the Bank contracts with Other Parties to perform any
of the functions required under Section II. of this Agreement and is required
pursuant to contracts with such Other Parties to supply documents to such Other
Parties relating to the Customer, the Customer shall supply such documents to
the Bank upon reasonable request.
5. REPRESENTATIONS AND WARRANTIES OF CUSTOMER.
The Customer represents and warrants to Bank that:
(a) the Customer is a statutory trust duly organized and existing and
in good standing under the laws of the State of Delaware;
(b) the Customer is an open-end investment company properly registered
under the 1940 Act; and
(c) all records and regulatory filings of the Customer have been
properly maintained or made in accordance with applicable laws.
6. REPRESENTATIONS OF BANK
The Bank represents and warrants to the Customer that:
(a) The Bank is a banking corporation duly organized and existing and
in good standing under the laws of the State of New York;
(b) the Bank is empowered under applicable laws and by its Charter
Document and By-Laws to enter into and perform this Agreement;
(c) all requisite proceedings have been taken to authorize the Bank to
enter into and perform this Agreement;
(d) the Bank is not a party to any pending or threatened legal
proceedings which would impair its ability to perform the duties and obligations
called for by this Agreement; and
(e) the Bank will only sub-contract with an Other Party to perform
services under this Agreement if such Other Party:
(i) is duly organized, existing and in good standing under the
laws of its state of organization;
(ii) is duly qualified to carry on its business wherever it is
legally required to be so qualified;
(iii) is empowered under applicable laws and by its charter
documents and By-Laws to perform the functions required under Section II. of
this Agreement which the Bank has contracted with it to provide;
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(iv) has and will continue to have access to the facilities,
personnel and equipment required to fully perform the functions which the Bank
has contracted with it to provide; and
(v) is not a party to any pending or threatened legal
proceedings which would impair such Other Party's ability to perform the duties
and obligations which the Bank has contracted with it to provide.
7. FEES AND EXPENSES.
(a) UBS Global AM, on behalf of the Customer agrees to pay the Bank or
its agents for all services to be provided under this Agreement such amount as
may be agreed upon in writing and as set forth on Schedule E. For any amount of
fees that has not been contested in accordance with Sub-section (e) of this
Section III.7, the Bank shall have a lien on and is authorizes to change the
Account of the customer for any amount owing to the back by customer or UBS
Global AM under any provisions of this Agreement. The fee schedule agreed to and
as set forth on Schedule E shall be fixed for a period of one year from the date
hereof.
(b) The Bank is, authorized to charge the Account of any Series for
such items and the Bank shall have a lien, charge and security interest on any
and all Assets of such Series for any and all amounts which are now or become
owing to the Bank with respect to such Series from time to time under this
Agreement whether or not matured or contingent.
(c) The Customer may from time to time request additional services,
additional processing, or special reports. The Customer shall submit such
requests in writing together with such specifications and requirements
documentation as may be reasonably required by the Bank. If the Bank elects to
provide such services or arrange for their provision, it shall be entitled to
additional fees and expenses at its customary rates and charges. The Bank's
agreement to perform such additional services shall not be unreasonably
withheld.
(d) The Bank will render, after the close of each month in which
services have been furnished, a statement reflecting all of the charges for such
month. Undisputed charges remaining unpaid after sixty (60) days shall bear
interest in finance charges equivalent to, in the aggregate, the Prime Rate (as
determined by the Bank) plus two percent per year and all costs and expenses of
effecting collection of any such sums, including reasonable attorney's fees,
shall be paid by the Customer to the Bank.
(e) In the event that the Customer is more than ninety (90) days
delinquent in its payments of monthly xxxxxxxx in connection with this Agreement
(with the exception of specific amounts which may be reasonably contested by the
Customer), this Agreement may be terminated upon sixty (60) days' written notice
to the Customer by the Bank. The Customer must notify the Bank in writing of any
contested amounts within thirty (30) days of receipt of a billing for such
amounts. Disputed amounts are not due and payable while they are being
investigated.
8. RECORDS; PROPRIETARY NATURE; DUTY TO MAINTAIN; ACCESS AND INSPECTION;
REPORT ON INTERNAL ACCOUNTING CONTROLS.
(a) PROPRIETARY NATURE. The Bank agrees that all accounts, books and
records of the Bank relating thereto, in its capacity as Custodian under this
Agreement, are the property of the Bank. The Bank agrees that all accounts,
books and records of the Customer maintained in its capacity as Administrator
and Accounting Services Agreement pursuant to Section 31 of the 1940 Act and
Rule 31a-1 and 31a-2 are the property of the Customer. All books and records
maintained in accordance with this
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Agreement shall be open to inspection and audit at all reasonable times during
normal business hours by any person designated by the Customer. All such
accounts, books and records shall be maintained and preserved in the form
acceptable to and the periods prescribed by the Customer and in accordance with
and for the periods prescribed by the 1940 Act and the Rules and Regulations
thereunder, including, without limitation, Section 31 thereof and Rules 31a-1
and 31a-2 thereunder.
(b) ACCESS AND INSPECTION. The Bank shall assist the Customer, the
Customer's independent auditors, orupon approval of the Customer, any regulatory
body, in any requested review of the Customer's or Series' accounts, books and
records maintained by the Bank in its capacity as Custodian, Administrative or
Accounting Agent. The Bank shall be reimbursed by the Customer for all
reasonable expenses incurred in connection with any such review, other than
routine and normal periodic reviews and audits. Bank, in its capacity as
Accounting Agent, will supply the necessary data for the Customer's or an
independent auditor's completion of any necessary tax returns, questionnaires,
periodic reports to shareholders and such other reports and information requests
as the Customer and the Bank shall agree upon from time to time. In case of any
other request or demand for the inspection of any accounts, books or records
maintained by the Bank on Customer's behalf, the Bank shall not permit such
inspection except upon prior written approval of Customer, which approval shall
not be unreasonably withheld.
(c) REPORT ON INTERNAL ACCOUNTING CONTROLS. Upon reasonable request
from the Customer, the Bank shall furnish the Customer such reports (or portions
thereof) of the Bank's system of internal accounting controls (SAS-70)
applicable to the Bank's duties under this Agreement. The Bank shall use its
reasonable efforts to obtain and furnish the Customer with such similar reports
as it may reasonably request with respect to each securities depository holding
the Customer's assets.
9. MISCELLANEOUS.
(a) CERTIFICATION OF RESIDENCY, ETC. The Customer certifies that it is
a resident of the United States and agrees to notify the Bank of any changes in
residency. The Bank may rely upon this certification or the certification of
such other facts as may be required to administer the Bank's obligations under
this Agreement. The Customer will indemnify the Bank against all losses,
liability, claims or demands arising directly or indirectly from any such
certifications. The indemnification provisions of this Sub-section 9(b) shall
survive termination of this Agreement.
(b) GOVERNING LAW; SUCCESSORS AND ASSIGN. This Agreement shall be
governed by the laws of the State of New York without regard to its conflict of
laws rules and shall not be assignable by either party, but shall bind the
successors in interest of the Customer and the Bank.
(c) ENTIRE AGREEMENT; APPLICABLE RIDERS. This Agreement consists
exclusively of this document together with Schedule A, Schedules B1, B2,
Schedule C, Schedule D, and Schedule E. There are no other provisions of this
Agreement, and this Agreement supersedes any other agreements, whether written
or oral, between the parties. Any amendment to this Agreement must be in
writing, executed by both parties. With respect to the services required to be
provided under Section II. of this Agreement, the Bank and the Customer may from
time to time adopt such procedures to facilitate the provision of such services,
as agreed upon in writing.
(d) SEVERABILITY. In the event that one or more provisions of this
Agreement are held invalid, illegal or unenforceable in any respect on the basis
of any particular circumstances or in any jurisdiction,
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the validity, legality and enforceability of such provision or provisions under
other circumstances or in other jurisdictions and of the remaining provisions
will not in any way be affected or impaired.
(e) WAIVER. Except as otherwise provided in this Agreement, no failure
or delay on the part of either party in exercising any power or right under this
Agreement operates as a waiver, nor does any single or partial exercise of any
power or right preclude any other or further exercise, or the exercise of any
other power or right. No waiver by a party of any provision of this Agreement,
or waiver of any breach or default, is effective unless in writing and signed by
the party against whom the waiver is to be enforced.
(f) NOTICES. All notices under this Agreement shall be effective when
actually received. Any notices or other communications which may be required
under this Agreement are to be sent to the parties at the following addresses or
such other addresses as may subsequently be furnished to the other party in
writing by certified or registered mail, unless otherwise specified in this
Agreement or in the Client Services Guide:
Bank: JPMorgan Chase Bank
0 Xxxxx XxxxxXxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxx
or facsimile: (000) 000-0000
Customer: SMA Relationship Trust
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Deputy General Counsel
or facsimile: 000-000-0000
UBS Global AM: UBS Global Asset Management (US) Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Deputy General Counsel
Or facsimile: (000) 000-0000
(g) TERM AND TERMINATION.
(i) This Agreement shall become effective on the date first
written above and shall continue in effect for an initial one year period. The
Agreement may be terminated in its entirety or as to Section I. or Section II.
only prior to the expiration of the initial term only if a party commits a
material breach of any term or condition hereof and any such breach is not cured
or rectified within ninety (90) calendar days after the party claiming the
breach shall have given written notice of such to the other party ("Curable
Breach") except that neither party shall have a right to cure a material breach
resulting from willful misconduct, reckless disregard or intentional misconduct
("Non-curable Breach"). In the event that a Curable Breach is not cured within
such ninety (90) day period, the party claiming a material breach shall have
thirty (30) days to notify the party committing the breach of its intention to
terminate this Agreement in accordance with subparagraph (ii) of Section
III.9.(g).
(ii) The Customer or the Bank may give notification of
termination to the other party following a Non-Curable Breach or following a
Curable Breach which has not been cured or after the
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initial one year period by giving ninety (90) days written notice to the other,
provided that such notice to the Bank shall specify the names of the persons to
whom the Bank shall deliver the Assets in the Accounts; and further provided
that, if Bank is the terminating party (other than on account of a material
breach hereof by Customer) Customer may extend the termination period by up to
an additional sixty (60) days by sending prompt written notice ("Extension
Notice") to Bank of its intent to do so (including the number of additional
days). If notice of termination is given by the Bank, the Customer shall, within
ninety (90) days (or such other amount of days as is contemplated by the
Extension Notice) following receipt of the notice, deliver to the Bank
Instructions specifying the names of the persons to whom the Bank shall deliver
the Assets. In either case the Bank will deliver the Assets to the persons so
specified, after deducting any amounts which the Bank determines in good faith
to be owed to it under Sub-section 7 of Section III. of this Agreement.
If within ninety (90) days following receipt of a notice of
termination by the Bank, the Bank does not receive Instructions from the
Customer specifying the names of the persons to whom the Bank shall deliver the
Assets, the Bank, at its election, may deliver the Assets to a bank or trust
company doing business in any State within the United States to be held and
disposed of pursuant to the provisions of this Agreement, or to Authorized
Persons, or may continue to hold the Assets until Instructions are provided to
the Bank; PROVIDED, HOWEVER, that the Bank shall have no obligation to settle
any transactions in securities for the Accounts following the expiration of the
ninety (90) day period referred to in this sentence except those transactions
which remained open prior to the expiration of such ninety (90) day period.
(iii) TERMINATION AS TO ONE OR MORE SERIES. This Agreement may be
terminated as to one or more Series (but less than all of the Series) by
delivery of an amended Schedule B1 deleting such Series, in which case
termination as to such deleted Series shall take effect sixty (60) days after
the date of such delivery. The execution and delivery of an amended Schedule B1
which deletes one or more Series shall constitute a termination of this
Agreement only with respect to such deleted Series, shall be governed by the
preceding provisions of this Sub-section 9(g) of Section III. of this Agreement
as to the identification of a successor custodian and the delivery of Assets of
the Series so deleted to such successor custodian, and shall not affect the
obligations of the Bank and the Customer hereunder with respect to the other
Series set forth in Schedule B1, as amended from time to time.
(h) SEVERAL OBLIGATIONS OF THE SERIES. With respect to any obligations
of the Customer on behalf of the Series and their related Accounts arising out
of this Agreement, the Bank shall look for payment or satisfaction of any
obligation solely to the assets and property of the Series and such Accounts to
which such obligation relates as though the Customer had separately contracted
with the Custodian by separate written instrument with respect to each Series
and its related Accounts.
(I) REPRESENTATIONS AND WARRANTIES. (A) The Customer represents and
warrants that (i) the execution, delivery and performance of this agreement
(including, without limitation, the ability to obtain the short-term extensions
of credit in accordance with Section I.5.) are within the Customer's and the
Series' power and authority and have been duly authorized by all requisite
action (corporate or otherwise) of the Customer, and (ii) this Agreement and
each extension of short-term credit extended to or arranged for the benefit of
any Series in accordance with Section I.5. shall at all times constitute a
legal, valid and binding obligation of the Customer on behalf of and solely from
the assets attributable to such Series and be enforceable against the Customer
on behalf of and solely from the assets attributable to such Series in
accordance with their respective terms, except as may be limited by bankruptcy,
insolvency or other similar laws affecting the enforcement of creditors' rights
in general and subject to the effect of general principles of equity (regardless
of whether considered in a proceeding in equity or at law).
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(j) The Bank represents and warrants that (i) the execution, delivery
and performance of this Agreement are within the Bank's power and authority and
have been duly authorized by all requisite action (corporate or otherwise) of
the Bank and (ii) this Agreement constitutes the legal, valid and binding
obligation of the Bank enforceable against the Bank in accordance with its
terms, except as may be limited by bankruptcy, insolvency or other similar laws
affecting the enforcement of creditors' rights in general and subject to the
effect of general principles of equity (regardless of whether considered in a
proceeding in equity or at law).
(k) FORCE MAJEURE. Subject to reasonable compliance with the Bank's
then-existing disaster recovery plans, the Bank shall not be liable for any
harm, loss or damage suffered by the Customer, its investors, or other third
parties or for any failure or delay in performance of the Bank's obligations
under this Agreement arising out of or caused, directly or indirectly, by
circumstances beyond the Bank's control. In the event of a force majeure, any
resulting harm, loss, damage, failure or delay by the Bank will not give the
Customer the right to terminate this Agreement.
(l) CONFIDENTIALITY.
(i) Except to the extent necessary to perform the functions
required under this Agreement, the Bank, its agents and employees shall maintain
the confidentiality of information concerning any Assets held under this
Agreement, including in dealings with affiliates of the Bank. In the event the
Bank is requested or required to disclose any confidential information
concerning any such Assets, the Bank shall, to the extent practicable and
legally permissible, promptly notify the Customer of such request or requirement
so that the Bank may seek a protective order or waive any objection to the
Bank's compliance with this Sub-section 9(l) In the absence of such a waiver, if
the Bank is compelled, in the opinion of its counsel, to disclose any
confidential information, the Bank may disclose such information to such persons
as, in the opinion of counsel, is so required.
(ii) The Customer shall maintain the confidentiality of, and not
provide to any third parties absent the written permission of the Bank, any
computer software, hardware or communications facilities made available to the
Customer or its agents by the Bank.
(iii) Neither the Bank nor any Other Party may create written or
other promotional materials and/or distribute such promotional materials to the
public or to prospective customers or clients which state that it is providing
services to the Customer or any of its affiliates in connection with this
Agreement without the prior verbal or written consent of the Customer, which
consent will not be unreasonably withheld. For purposes of Sub-section 9(l) of
this Agreement, the term "written or other promotional materials" shall mean any
(A) material prepared in connection with the solicitation of prospective or
existing customers; and (B) material published, or designed for use in, a
newspaper, magazine or other periodical, radio, television, telephone or tape
recording, videotape display, signs or billboards, motion pictures, telephone
directories (other than routine listings), electronic or other public media.
(m) PAYMENT OF FEES BY UBS GLOBAL AM:
The Customer and UBS Global AM have agreed that UBS Global AM will
pay all fees due to the Bank under this Agreement. The Bank has
been instructed by the Customer to send all invoices for such fees
to UBS Global AM. This obligation is solely between the Trust and
UBS Global AM and in all respects, the Trust remains liable for
the
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payment of fees to the Bank. This Agreement is not intended to
create any rights or obligations between the Bank and UBS Global
AM.
SMA RELATIONSHIP TRUST
By: _________________________
Title: ______________________
Date: __________________,2003
SMA RELATIONSHIP TRUST
By: _________________________
Title: ______________________
Date: __________________,2003
JPMORGAN CHASE BANK
By: _________________________
Title: ______________________
Date: __________________,2003
UBS GLOBAL ASSET MANAGEMENT
(US) INC.
By: _________________________
Title: ______________________
Date: __________________,2003
UBS GLOBAL ASSET MANAGEMENT
(US) INC.
By: _________________________
Title: ______________________
Date: __________________,2003
STATE OF NEW YORK )
: SS.
COUNTY OF KINGS )
On this _____ day of _________2003, before me personally came _________ _______,
to me known, who being by me duly sworn, did depose and say that he/she resides
in __ ___ at __BROOKLYN, NEW YORK__; that he/she is a Vice President of
___JPMCB___ the corporation described in and which executed the foregoing
instrument; that he/she knows the seal of said corporation, that the seal
affixed to said instrument is such corporate seal, that it was so affixed by
order of the Board of Trustees of said corporation, and that he/she signed
his/her name thereto by like order.
22
STATE OF NEW YORK
COUNTY OF KINGS
Sworn to before me this
day of ______, 2003
____________________
Notary
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SCHEDULE A
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LIST OF SECURITIES DEPOSITORIES OR CLEARING AGENCIES
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United States DTC (The Depository Trust Company)
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SCHEDULE B1
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LIST OF PORTFOLIOS
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SERIES M
SERIES T
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SCHEDULE B2
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AUTHORIZED PERSONS
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SERIES M
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Xxxxxxxx X. Xxxxx III
Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
Xxxx Xxxxxx
Xxxxx XxXxxxxx
Xxxxxxx Xxxxxxx
SERIES T
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Xxxxx Lung
Xxxxx Xxxxxx
Xxxxxxx Xxxxx
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SCHEDULE C
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SMA RELATIONSHIP TRUST
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GENERAL DESCRIPTION OF FUND ADMINISTRATIVE SERVICES
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I. REGULATORY COMPLIANCE
A.
2. Filings
a. N-SAR (semi-annual report and annual report) N-CSR, and
related certifications and representations
b. Filing shareholders reports under Rule 30b2-1
c. Proxy statement, when necessary
B. Compliance - State "Blue Sky" (if applicable) 1. Blue Sky (state
registration)
a. Registration of shares (initial/renewal)
b. Monitor sales of shares
c. Report shares sold
d. Filing of federal registration statements and contracts
e. Filing annual and semi-annual reports with states
C. Compliance - Registration Statement
1. Analyze and review portfolio reports from Adviser regarding:
a. compliance with investment objectives, although the primary
responsibility for such compliance remains with the
investment adviser or investment manager.
b. maximum investment by company/industry size, although the
primary responsibility for such compliance remains with the
investment adviser or investment manager
D. Compliance - Exemptive Orders and No-Action Letters
1. Monitor compliance with all exemptive orders and no-action
letters, although the primary responsibility for such compliance
remains with the investment adviser or investment manager.
E. Compliance - Other (if applicable as directed by the Adviser)
1. Proxy, when necessary
2. Applicable to state and federal tax laws
II. CORPORATE BUSINESS AND SHAREHOLDER/PUBLIC INFORMATION
A. Preparation and distribution of periodic operation reports to
management
B. Maintain Corporate Calendars and Files
1. General
2. Blue Sky (if applicable)
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C. Release Corporate Information to financial and general press
a. distributions and related respondence (if applicable)
b. Funds' performance
c. provide rating agencies with statistical data as required
(monthly/quarterly) (if applicable) d. prepare surveys
2. Respond to:
a. financial press, as authorized (if applicable)
b. miscellaneous shareholder inquiries (if applicable)
c. industry questionnaires (if applicable)
3. Prepare, maintain and update monthly information
III. FINANCIAL AND MANAGEMENT REPORTING
A. Distributions to Shareholders (if applicable)
1. Projections of distribution amounts
B. Financial Reporting
1. Liaison between fund management and auditors
2. Preparation of unaudited and audited financial statements to
shareholders
3. 60 day delivery to SEC and shareholders
4. Preparation of semi-annual and annual N-SARs, N-CSR, and
Financial Data Sheet (Financial Information)
5. Provide work area for auditors
C. Other Financial Analyses
1. Sales information, portfolio turnover (monthly)
2. Performance Calculations (monthly)
3. 1099 Miscellaneous - prepared for Directors/Trustees (annually)
4. Preparation of industry surveys
SCHEDULE D
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SMA RELATIONSHIP TRUST
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DESCRIPTION OF FUND ACCOUNTING SERVICES
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DAILY ACCOUNTING SERVICES
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1) MAINTAIN THE BOOKS AND RECORDS OF EACH SERIES.
2) CALCULATE NET ASSET VALUE PER SHARE:
o If necessary, enter manual prices supplied by Customer and/or broker.
o Monitor securities for which there is no change in price from one day
to the next.
o Review variance reporting on-line and in hard copy for price changes
in individual securities using variance levels established by
Customer. Verify U.S. dollar security prices exceeding variance levels
by notifying client and pricing sources of noted variances.
o Provide daily file transmissions and auto-reconciliation reports to
the Advisor.
o Communicate required pricing information (NAV) to Customer, Transfer
Agent and additional Fund clients/Custodian
o Report NAV to 2 decimal places.
3) VERIFY AND RECORD ALL DAILY INCOME ACCRUALS FOR DEBT ISSUES
4) RECORD CORPORATE ACTION, CASH DIVIDENDS AND CAPITAL CHANGES ON SECURITIES:
o Interface with Custodian to monitor timely collections and postings of
corporate actions, dividends, interest and capital changes
5) RECORD ALL SECURITY TRADES BASED ON INSTRUCTION FROM THE CUSTOMER:
o Verify settlement through the Custodian statements.
o Determine realized gains/losses on security trades using the Trust
approved FIFO methodologies.
6) REVIEW AND RECONCILE WITH CUSTODIAN STATEMENTS.
7) PROVIDE DAILY ACCOUNTING REPORTS AS AGREED TO FROM TIME TO TIME BY BANK AND
CUSTOMER:
o Bank represents that all Customer Information, in whatever form, is
the property of the Customer.
o Provide Summaries Schedule.
8) PROVIDE DAILY YIELD FOR ANY SHORT-TERM FUND THAT MAY BE DEVELOPED.
MONTHLY ACCOUNTING SERVICES
1) FULL FINANCIAL STATEMENT PREPARATION (AUTOMATED STATEMENTS OF ASSETS AND
LIABILITIES, OF OPERATIONS AND OF CHANGES IN NET ASSETS) AND SUBMISSION TO
CUSTOMER BY 10TH BUSINESS DAY.
2) SUBMISSION OF MONTHLY AUTOMATED REPORTS:
o Security Purchase/Sales Journal.
o Interest and Maturity Report.
o Brokers Ledger (Commission Report).
o Security Ledger Transaction Report with Realized Gains/Losses.
o Security Ledger Tax Lot Holdings Report.
o Additional reports available upon request.
3) RECONCILE ACCOUNTING ASSET LISTING TO CUSTODIAN ASSET LISTING:
o Report any security balance discrepancies to the Custodian/Customer.
4) PROVIDE MONTHLY ANALYSIS AND RECONCILIATION OF ADDITIONAL TRIAL BALANCE
ACCOUNTS, SUCH AS:
o Security cost and realized gains/losses.
o Interest/dividend receivable and income.
o Payable/receivable for securities purchased and sold.
o Payable/receivable for Fund shares; issued and redeemed
o Expense payments and accruals analysis
5) BE AVAILABLE FOR SPECIAL VERIFICATION OF MONTH-END NAVS.
6) CALCULATE THE AMOUNT OF THE MONTHLY DISTRIBUTIONS OF INCOME AND GAINS.
SEMI-ANNUAL ACCOUNTING SERVICES
1) PROVIDE N-SAR REPORTING AND N-CSR REPORTING.
ANNUAL ACCOUNTING SERVICES
Assist and supply auditors with schedules supporting securities and shareholder
transactions, income and expense accruals, etc. during the year in accordance
with standard audit assistance requirements. Provide space and necessary
personnel to accommodate auditors.
ACCOUNTING
Distribute monthly estimate of income, and realized/(unrealized) gains/(losses)
for the UBS U.S. Securitized Mortgage Relationship Fund, and UBS Corporate Bond
Relationship Fund.
SCHEDULE E
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FEE SCHEDULE FOR SMA RELATIONSHIP TRUST
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ACCOUNTING, ADMINISTRATION AND
CUSTODY SERVICES ANNUAL FEE SCHEDULE
Series M On an annual basis, 5.25 . basis points of the average weekly U.S.
assets of the Customer to be paid by UBS Global AM on behalf of
Customer.
Series T There will be a fixed annual fee of $10,000 ( Fund of Funds) to be
paid by UBS Global AM on behalf of Customer.
NO FEE (asset based or otherwise) will be charged on any investments made
by any fund into any other fund managed by UBS Global Asset Management (US)
Inc. ("UBS Global AM") or an affiliate. Fees are to be charged ONLY where
actual non-UBS sponsored investment company or series securities are held.
Assets of a series which are invested in another UBS-sponsored investment
company or series shall not be counted in determining whether or not the
charging of the 7.50 basis points charge for administrative duties would
cause a fund to exceed its fee cap and shall not be counted in determining
the amount of assets subject to the 7.50 basis points.
For purposes of this Schedule E, the "AVERAGE WEEKLY U.S. ASSETS OF THE
CUSTOMER" means the average weekly U.S. assets custodied within the United
States of the Customer as calculated by the Accounting Agent for the month
for which the statement reflecting the charges for a given month relates.
Those fees include all out-of-pocket expenses or transaction charges
incurred by the accountant, administrator, and custodian with the exception
of the following.
UBS Global AM, on behalf of the Customer, will be billed directly by Other
Parties for the following direct Customer expenses or transaction charges:
(1) taxes;
(2) salaries and other fees of officers and directors who are not
officers, directors, shareholders or employees of Other Parties, or
the Customer's investment adviser;
(3) SEC and state Blue Sky registration and qualification fees, levies,
fines and other charges;
(4) XXXXX filing fees;
(5) independent public accountants;
(6) insurance premiums including fidelity bond premiums;
(7) outside legal expenses;
(8) costs of maintenance of corporate existence;
(9) expenses of typesetting and printing of prospectuses for regulatory
purposes and for distribution to current shareholders of the Customer;
(10) expenses of printing and production costs of shareholders' reports and
proxy statements and materials;
(11) trade association dues and expenses; and
(12) travel and lodging expenses of the Customer's directors and officers
who are not directors, officers and/or employees of Other Parties.
UBS Global AM, on behalf of the Customer, will not be billed directly for
any direct Customer Expenses or pay any other direct Customer expenses,
unless the payment of such direct expenses is agreed to in writing by UBS
Global AM and Customer.
2. Upon termination of the provision of services under this Agreement before
the end of any month, the fee for the part of the month before such
termination or the date after which the provision of services ceases,
whichever is later, shall be prorated according to the proportion which
such part bears to the full monthly period and shall be payable upon the
date of such termination or the date after which the provision of the
services ceases, whichever is later.
