Exhibit 99.4(bb)
FORM OF MASTER TRANSFER AND NOVATION AGREEMENT
(INVESTMENT ADVISORY AND ADMINISTRATION CONTRACTS)
THIS MASTER TRANSFER AND NOVATION AGREEMENT (as amended, modified or
supplemented from time to time, the "AGREEMENT"), dated as of April 1, 2006, by
and among UBS GLOBAL ASSET MANAGEMENT (US) INC., a Delaware corporation
registered as a broker-dealer under the Securities Exchange Act of 1934, as
amended, and as an investment adviser under the Investment Advisers Act of 1940,
as amended ("ADVISERS ACT") ("UBS GLOBAL AM"), UBS GLOBAL ASSET MANAGEMENT
(AMERICAS) INC., a Delaware corporation registered as an investment adviser
under the Advisers Act ("UBS GLOBAL AMERICAS"), and each of the investment
companies listed on the signature pages hereto (each a "FUND" and together, the
"FUNDS").
WHEREAS, UBS Global AM is investment manager and administrator of the Funds
pursuant, in the case of each Fund, to the contract listed next to the name of
such Fund in SCHEDULE I hereto (each, as amended, modified or supplemented from
time to time, a "CONTRACT" and together, the "CONTRACTS").
WHEREAS, UBS Global AM, pursuant to each Contract, has agreed to provide
investment advisory, management and administrative services to the Fund that is
party to such Contract and to each portfolio or series of such Fund as now
exists and as hereafter may be established.
WHEREAS, the group of affiliated companies of which UBS Global AM is a
member desires to undertake and consummate an internal business re-organization
involving UBS Global AM and UBS Global Americas, which is an affiliate of UBS
Global AM as well as a member of such group of affiliated companies.
WHEREAS, pursuant to such internal business re-organization, UBS Global AM
desires to transfer by novation to UBS Global Americas all of UBS Global AM's
rights, title and interest, in and under each Contract, and all of UBS Global
AM's duties and obligations under each Contract (each such transfer by novation
is referred to herein as a "NOVATION").
WHEREAS, UBS Global Americas desires to agree to the Novation and thereby
accept such rights, title and interest, and assume such duties and liabilities.
WHEREAS, each Fund desires to acknowledge and agree to the Novation of the
Contract to which such Fund is a party and, pursuant to such Novation, accept
UBS Global Americas, and substitute UBS Global Americas for UBS Global AM, as
investment manager and administrator to furnish administrative, investment
advisory and management services to such Fund, and each portfolio or series of
such Fund as now exists and as hereafter may be established, in accordance with
the terms of such Contract.
WHEREAS, UBS Global AM, UBS Global Americas, UBS Financial Services Inc.,
and the Funds have received an opinion of counsel, of even date herewith, that
the Novation of each Contract may be effected without the approval of the
shareholders of the Fund to which such Contract relates because, among other
things, such Novation would not be deemed to be an "assignment" of such Contract
under the Investment Company Act of 1940, as amended (the "1940 ACT") or an
amendment of such Contract under applicable State law (the "OPINION").
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, each Fund agrees with each of UBS Global AM and UBS Global
Americas, and each of UBS Global AM and UBS Global Americas agrees with each
other and such Fund, in each case in respect of the Contract to which such Fund
is a party, as follows:
1. NOVATION. With effect from the date hereof:
(a) UBS Global Americas shall have (and hereby accepts) the benefit of all
of the rights, title and interest, of UBS Global AM in and under such Contract,
and shall perform (and UBS Global Americas hereby assumes) all of the duties and
obligations of UBS Global AM under such Contract.
(b) UBS Global Americas shall be bound by such Contract in every way as if
it were named as a party thereto in substitution for UBS Global AM.
(c) Such Fund acknowledges, and agrees to, the Novation of such rights,
title and interests, and duties and obligations, by UBS Global AM to UBS Global
Americas, and acknowledges, and agrees to, the assumption by UBS Global Americas
of such duties and obligations, in each case in respect of the Contract to which
such Fund is a party. Such Fund shall be bound by such Contract in everyway as
if UBS Global Americas were named as a party thereto in substitution for UBS
Global AM.
(d) Each of UBS Global AM and such Fund agrees that UBS Global Americas
shall have no liability to UBS Global AM or such Fund in respect of any duties,
obligations, causes of action, claims, liabilities or losses of any kind
whatsoever arising out of or in connection with or under such Contract prior to
the date hereof.
(e) Each of UBS Global Americas and such Fund agrees that UBS Global AM
shall have no liability to UBS Global Americas or such Fund in respect of any
duties, obligations, causes of action, claims, liabilities or losses of any kind
whatsoever arising out of or in connection with or under such Contract on or
after the date hereof.
2. SEPARATE AGREEMENTS. Except as otherwise set forth in this Section 2, upon
the execution and delivery by a Fund of its signature page hereto, (a) this
Agreement shall be deemed to have been entered into by such Fund, UBS Global AM
and UBS Global Americas only (with no other Fund or person being a party
hereto), (b) this Agreement shall be deemed to be in relation to the Contract to
which such Fund is a party and to no other Contract, and (c) this Agreement, and
such Fund's agreements, consents, acknowledgements, rights and liabilities
hereunder, shall be construed accordingly. Without prejudice to the generality
of the foregoing, (i) no Fund has entered into this Agreement with the intention
of creating any legal relations with any other Fund and each Fund has rights and
liabilities under, and is otherwise a party to, this Agreement severally in its
own capacity and not jointly with any other Fund, and (ii) no Fund shall have
any contractual relationship, or rights against or owe any duties or obligations
to, any other Fund arising out of, or in connection with, or merely because it
or such other Fund is a party to, this Agreement.
Each Fund (for the benefit of itself, each other Fund and each of UBS
Global AM and UBS Global Americas) and each of UBS Global AM (for the benefit of
itself, each Fund and UBS Global Americas) and UBS Global Americas (for the
benefit of itself, each Fund and UBS Global AM) agrees to this Section 2 and, to
the extent it relates to this Section 2, to Section 5 of this Agreement.
3. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against whom enforcement of the change, waiver, discharge or
termination is sought.
4. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall be an original but all of which together shall constitute
but one and the same agreement.
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5. GOVERNING LAW. This Agreement (other than Section 2) shall be construed in
accordance with (a) the laws of the State of Delaware without giving effect to
the conflicts of laws principles thereof (if such Contract expressly provides
that it, or some part of it, shall be construed in accordance with the laws of
the State of Delaware without giving effect to the conflicts of laws principles
thereof) or, (b) the laws of the State of New York without giving effect to the
conflicts of laws principles thereof (if such Contract either (x) expressly
provides that it, or some part of it, shall be construed in accordance with the
laws of the State of New York without giving effect to the conflicts of laws
principles thereof, or (y) does not expressly provide for any governing law). To
the extent that the applicable laws of such State conflict with the applicable
provisions of the 1940 Act, the latter shall control. Section 2 of this
Agreement shall be construed in accordance with the laws of the State of New
York, without giving effect to the conflicts of law principles thereof, and to
the extent that the applicable laws of the State of New York conflict with the
applicable provisions of the 1940 Act, the latter shall control.
6. MISCELLANEOUS. The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect. If any provision of this
Agreement shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors. Where the effect of a requirement of the
1940 Act applicable to this Agreement or the transactions contemplated hereby is
revised or relaxed by a rule, regulation, order, interpretation or "no-action"
assurance or letter of the U.S. Securities and Exchange Commission or its staff,
whether of special or general application, this Agreement shall be deemed to
incorporate the effect of such rule, regulation or order. Without prejudice to
the generality of the foregoing, capitalized terms defined in this Agreement,
including in the recitals to this Agreement, shall have the meanings given to
them in this Agreement or such recitals.
7. NEW AGREEMENT EXECUTION. Each of UBS Global Americas and each Fund may, but
shall not be required to, execute a new agreement that is in substance identical
to the Contract to which such Fund is a party (other than for the substitution
of UBS Global Americas for UBS Global AM and the date of the agreement). Such
agreement, with UBS Global Americas so substituted, shall be effective as of the
date thereof, shall replace such Contract and, as stated in the Opinion, shall
not require the approval of the shareholders of such Fund.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGES FOLLOW.]
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SCHEDULE I TO MASTER TRANSFER AND NOVATION AGREEMENT
(INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENTS)
CONTRACTS
ITEM FUND NAME OF CONTRACT PARTIES DATED
---- ------------------------ ----------------------- ------------------------------------------------------- --------
1 UBS Index Trust Investment Advisory and PaineWebber Index Trust 10/14/97
Administration Contract UBS Global Asset Management (US) Inc. (as successor to
Xxxxxxxx Xxxxxxxx Asset Management Inc.)
2 UBS Investment Trust Investment Advisory and Xxxxxxxx Xxxxxxxx/Xxxxxx, Xxxxxxx Investment Trust 4/13/95
Administration Contract UBS Global Asset Management (US) Inc. (as successor to
Xxxxxxxx Xxxxxxxx Asset Management Inc.)
3 UBS Select Money Market Investment Advisory and Xxxxxxxx Xxxxxxxx Institutional Series
Fund Administration Contract UBS Global Asset Management (US) Inc. (as successor to 7/31/98
Xxxxxxxx Xxxxxxxx Asset Management Inc.)
4 UBS Select Treasury Fund Investment Advisory and UBS Money Series 3/15/04
Administration Contract UBS Global Asset Management (US) Inc.
5 UBS Liquid Assets Fund Investment Advisory and Xxxxxxxx Xxxxxxxx LIR Money Series 2/1/00
Administration Contract UBS Global Asset Management (US) Inc. (as successor to
Xxxxxxxx Xxxxxxxx Asset Management Inc.)
ITEM FUND NAME OF CONTRACT PARTIES DATED
---- ------------------------ ----------------------- ------------------------------------------------------- --------
6 UBS Cash Reserves Fund Investment Advisory and Xxxxxxxx Xxxxxxxx LIR Money Series 2/1/00
Administration Contract UBS Global Asset Management (US) Inc. (as successor to
Xxxxxxxx Xxxxxxxx Asset Management Inc.)
7 UBS Master Series, Inc. Investment Advisory and PaineWebber Master Series, Inc. 8/4/88
Administration Contract UBS Global Asset Management (US) Inc. (as successor to
Xxxxxxxx Xxxxxxxx Asset Management Inc.)
8 UBS PACE Select Advisors Investment Management UBS PACE Select Advisors Trust 6/15/95
Trust and Administration UBS Global Asset Management (US) Inc. amended
Agreement 8/1/04
9 UBS Series Trust Investment Advisory and PaineWebber Series Trust 4/21/88
Administration Contract UBS Global Asset Management (US) Inc. (as successor to
Xxxxxxxx Xxxxxxxx Asset Management Inc.)
10 Global High Income Investment Advisory and Global High Income Dollar Fund Inc.
Dollar Fund Inc. Administration Contract UBS Global Asset Management (US) Inc. (as successor to 9/30/93
Xxxxxxxx Xxxxxxxx Asset Management Inc.)
11 Insured Municipal Income Investment Advisory and PaineWebber Premier Insured Municipal Income Fund Inc.
Fund Inc. Administration Contract UBS Global Asset Management (US) Inc. (as successor to 5/26/93
Xxxxxxxx Xxxxxxxx Asset Management Inc.)
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ITEM FUND NAME OF CONTRACT PARTIES DATED
---- ------------------------ ----------------------- ------------------------------------------------------- --------
12 Investment Grade Investment Advisory and PaineWebber Premier Tax-Free Income Fund Inc.
Municipal Income Fund Administration Contract UBS Global Asset Management (US) Inc. (as successor to
Inc. Xxxxxxxx Xxxxxxxx Asset Management Inc.) 10/15/92
13 Managed High Yield Plus Investment Advisory and Managed High Yield Plus Fund Inc.
Fund Inc. Administration Contract UBS Global Asset Management (US) Inc. (as successor to 2/8/01
Xxxxxxxx Xxxxxxxx Asset Management Inc.)
14 Strategic Global Income Investment Advisory and Strategic Global Income Fund, Inc.
Fund, Inc. Administration Contract UBS Global Asset Management (US) Inc. (as successor to 11/21/91
Xxxxxxxx Xxxxxxxx Asset Management Inc.)
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