Exhibit (5)(i)
FORM OF EXCLUSIVE DEALER AGREEMENT
SHARES OF UBS SELECT TREASURY FUND
AGREEMENT made as of _________, 200_ between UBS Global Asset
Management (US) Inc. ("UBS Global AM"), a Delaware corporation, and UBS
Financial Services Inc. ("UBS Financial Services"), a Delaware corporation.
WHEREAS UBS Money Series ("Trust") is a Delaware business trust
registered under the Investment Company Act of 1940, as amended ("1940 Act"), as
an open-end management investment company; and
WHEREAS the Trust has six distinct series of shares of beneficial
interest, each of which corresponds to a distinct portfolio and one of which has
been designated as UBS Select Treasury Fund (a "Series"); and
WHEREAS the Trust's board of trustees ("Board") has established an
unlimited number of shares of beneficial interest of the above-referenced Series
("Shares"); and
WHEREAS UBS Global AM has entered into a Distribution Contract with the
Trust ("Distribution Contract") pursuant to which UBS Global AM serves as
principal distributor in connection with the offering and sale of the Shares of
the above-referenced Series; and
WHEREAS UBS Global AM desires to retain UBS Financial Services as its
exclusive agent in connection with the offering and sale of the Shares of each
such Series and to delegate to UBS Financial Services performance of certain of
the services which UBS Global AM provides to the Trust under the Distribution
Contract; and
WHEREAS UBS Financial Services is willing to act as UBS Global AM's
exclusive agent in connection with the offering and sale of such Shares and to
perform such services on the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein, UBS Global AM and UBS Financial Services agree as
follows:
1. APPOINTMENT.
UBS Global AM hereby appoints UBS Financial Services as its exclusive
agent to sell and to arrange for the sale of the Shares on the terms and for the
period set forth in this Contract. UBS Global AM also appoints UBS Financial
Services as its agent for the performance of certain other services set forth
herein which UBS Global AM provides to the Trust under the Distribution
Contract. UBS Financial Services hereby accepts such appointments and agrees to
act hereunder. It is understood, however, that these appointments do not
preclude sales of Shares directly through the Trust's transfer agent in the
manner set forth in the Registration Statement. As used in this Contract, the
term "Registration Statement" shall mean the currently effective Registration
Statement of the Trust, and any supplements thereto, under the Securities Act of
1933, as amended ("1933 Act"), and the 1940 Act.
2. SERVICES, DUTIES AND REPRESENTATIONS OF UBS FINANCIAL SERVICES.
(a) UBS Financial Services agrees to sell the Shares on a best
efforts basis from time to time during the term of this Agreement as agent for
UBS Global AM and upon the terms described in this Contract and the Registration
Statement.
(b) Upon the later of the date of this Contract or the initial
offering of Shares by a Series, UBS Financial Services will hold itself
available to receive orders, satisfactory to UBS Financial Services and UBS
Global AM, for the purchase of Shares and will accept such orders on behalf of
UBS Global AM and the Trust as of the time of receipt of such orders and will
promptly transmit such orders as are accepted to the Trust's transfer agent.
Purchase orders shall be deemed effective at the time and in the manner set
forth in the Registration Statement.
(c) UBS Financial Services in its discretion may sell Shares to such
other registered and qualified retail dealers as it may select, subject to the
approval of UBS Global AM. In making agreements with such dealers, UBS Financial
Services shall act only as principal and not as agent for UBS Global AM or the
Trust.
(d) The offering price of the Shares of each Series shall be the net
asset value per Share as determined in accordance with each Series' currently
effective prospectus. UBS Global AM shall promptly furnish or arrange for the
furnishing to UBS Financial Services of a statement of each computation of net
asset value.
(e) UBS Financial Services shall not be obligated to sell any
certain number of Shares.
(f) To facilitate redemption of the Shares by shareholders directly
or through dealers, UBS Financial Services is authorized but not required on
behalf of UBS Global AM and the Trust to repurchase Shares presented to it by
shareholders and other dealers at the price determined in accordance with, and
in the manner set forth in, the Registration Statement.
(g) UBS Financial Services represents and warrants that: (i) it is a
member in good standing of the National Association of Securities Dealers, Inc.
and agrees to abide by the Conduct Rules of such Association; (ii) it is
registered as a broker-dealer with the Securities and Exchange Commission; (iii)
it will maintain any filings and licenses required by federal and state laws to
conduct the business contemplated under this Agreement; and (iv) it will comply
with all federal and state laws and regulations applicable to the offer and sale
of the Shares.
(h) UBS Financial Services shall not incur any debts or obligations
on behalf of UBS Global AM or the Trust. UBS Financial Services shall bear all
costs that it incurs in selling the Shares and in complying with the terms and
conditions of this Contract as more specifically set forth in paragraph 8.
(i) UBS Financial Services shall not permit any employee or agent to
offer or sell the Shares unless such person is duly licensed under applicable
federal and state laws and regulations.
(j) UBS Financial Services shall not (i) furnish any information or
make any representations concerning the Shares other than those contained in the
Registration Statement or in sales literature or advertising that has been
prepared or approved by UBS Global AM as provided in paragraph 6 or (ii) offer
or sell the Shares in jurisdictions in which they have not been approved for
offer and sale.
3. SERVICES NOT EXCLUSIVE.
The services furnished by UBS Financial Services hereunder are not to
be deemed exclusive and UBS Financial Services shall be free to furnish similar
services to others so long as its services under this Contract are not impaired
thereby. Nothing in this Contract shall limit or restrict the right of any
director, officer or employee of UBS Financial Services who may also be a
director, trustee, officer or employee of UBS Global AM or the Trust, to engage
in any other business or to devote his or her time and attention in part to the
management or other aspects of any other business, whether of a similar or a
dissimilar nature.
4. COMPENSATION.
UBS Global AM shall not be obligated to pay any compensation to UBS
Financial Services hereunder nor to reimburse any of UBS Financial Services'
expenses incurred hereunder.
5. DUTIES OF UBS GLOBAL AM.
(a) It is understood that the Trust reserves the right at any time
to withdraw all offerings of Shares of any Series by written notice to UBS
Global AM.
(b) UBS Global AM shall keep UBS Financial Services fully informed
of the Trust's affairs and shall make available to UBS Financial Services copies
of all information, financial statements and other papers which UBS Financial
Services may reasonably request for use in connection with the distribution of
the Shares, including, without limitation, certified copies of any financial
statements prepared for the Trust by its independent public accountant and such
reasonable number of copies of the most current prospectus, statement of
additional information, and annual and interim reports of any Series as UBS
Financial Services may request, and UBS Global AM shall cooperate fully in the
efforts of UBS Financial Services to sell and arrange for the sale of the Shares
and in the performance of UBS Financial Services under this Contract.
(c) UBS Global AM shall comply with all state and federal laws and
regulations applicable to a distributor of the Shares.
6. ADVERTISING.
UBS Global AM agrees to make available such sales and advertising
materials relating to the Shares as UBS Global AM in its discretion determines
appropriate. UBS Financial Services agrees to submit all sales and advertising
materials developed by it relating to the Shares to UBS Global AM for approval.
UBS Financial Services agrees not to publish or distribute such materials
without first receiving such approval in writing. UBS Global AM shall assist UBS
Financial Services in obtaining any regulatory approvals of such materials that
may be required of or desired by UBS Financial Services.
7. RECORDS.
UBS Financial Services agrees to maintain all records required by
applicable state and federal laws and regulations relating to the offer and sale
of the Shares. UBS Global AM and its representatives shall have access to such
records during normal business hours for review or copying.
8. EXPENSES OF UBS FINANCIAL SERVICES.
UBS Financial Services shall bear all costs and expenses of (i)
preparing, printing, and distributing any materials not prepared by the Trust or
UBS Global AM and other materials used by UBS Financial Services in connection
with its offering of the Shares for sale to the public; (ii) any expenses of
advertising incurred by UBS Financial Services in connection with such offering;
(iii) the expenses of registration or qualification of UBS Financial Services as
a dealer or broker under federal or state laws and the expenses of continuing
such registration or qualification; and (iv) all compensation paid to UBS
Financial Services' investment executives or other employees and others for
selling the Shares, and all expenses of UBS Financial Services, its investment
executives and employees and others who engage in or support the sale of the
Shares as may be incurred in connection with their sales efforts. UBS Financial
Services shall bear such additional costs and expenses as it and UBS Global AM
may agree upon, such agreement to be evidenced in a writing signed by both
parties. UBS Global AM shall advise the Board of any such agreement as to
additional costs and expenses borne by UBS Financial Services at their first
regular meeting held after such agreement but shall not be required to obtain
prior approval for such agreements from the Board.
9. INDEMNIFICATION.
(a) UBS Global AM agrees to indemnify, defend, and hold UBS
Financial Services, its officers and directors, and any person who controls UBS
Financial Services within the meaning of Section 15 of the 1933 Act, free and
harmless from and against any and all claims, demands, liabilities, and expenses
(including the cost of investigating or defending such claims, demands, or
liabilities and any counsel fees incurred in connection therewith) which UBS
Financial Services, its officers, directors, or any such controlling person may
incur under the 1933 Act, under common law or otherwise, arising out of or based
upon any alleged untrue statement of a material fact contained in the
Registration Statement; arising out of or based upon any alleged omission to
state a material fact required to be stated in the Registration Statement
thereof or necessary to make the statements in the Registration Statement
thereof not misleading; or arising out of any sales or advertising materials
with respect to the Shares provided by UBS Global AM to UBS Financial Services.
However, this indemnity agreement shall not apply to any claims, demands,
liabilities, or expenses that arise out of or are based upon any such untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with information furnished in writing by UBS Financial
Services to UBS Global AM or the Trust for use in the Registration Statement or
in any sales or advertising material; and further provided, that in no event
shall anything contained herein be so construed as to protect UBS Financial
Services against any liability to UBS Global AM or the Trust or to the
shareholders of any Series to which UBS Financial Services would otherwise be
subject by reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties, or by reason of its reckless disregard of its
obligations under this Contract.
(b) UBS Financial Services agrees to indemnify, defend, and hold UBS
Global AM and its officers and directors, the Trust, its officers and trustees,
and any person who controls UBS Global AM or the Trust within the meaning of
Section 15 of the 1933 Act, free and harmless from and against any and all
claims, demands, liabilities and expenses (including the cost of investigating
or defending against such claims, demands or liabilities and any counsel fees
incurred in connection therewith) which UBS Global AM or its officers or
directors or the Trust, its officers or trustees, or any such controlling person
may incur under the 1933 Act, under common law or otherwise arising out of or
based upon any alleged untrue statement of a material fact contained in
information furnished in writing by UBS Financial Services to UBS Global AM or
the Trust for use in the Registration Statement; arising out of or based upon
any alleged omission to state a material fact in connection with such
information required to be stated in the Registration Statement or necessary to
make such information not misleading; or arising out of any agreement between
UBS Financial Services and a correspondent firm or any other retail dealer; or
arising out of any sales or
advertising material used by UBS Financial Services in connection with its
duties under this Contract.
10. DURATION AND TERMINATION.
(a) This Contract shall be approved by vote of a majority of the
Board and by vote of a majority of those trustees of the Trust who are not
interested persons of the Trust and who have no direct or indirect financial
interest in the operation of this Contract or in any agreements related thereto
(all such trustees collectively being referred to herein as the "Independent
Trustees"), cast in person at a meeting called for the purpose of voting on such
action.
(b) Unless sooner terminated as provided herein, this Contract
shall continue in effect for one year from the above written date. Thereafter,
if not terminated, this Contract shall continue automatically for successive
periods of twelve months each, provided that such continuance is specifically
approved at least annually (i) by a vote of a majority of the Independent
Trustees, cast in person at a meeting called for the purpose of voting on such
approval, and (ii) by the Board with respect to any given Series or by vote of a
majority of the outstanding voting securities of the Shares of such Series.
(c) Notwithstanding the foregoing, with respect to any Series this
Contract may be terminated at any time, without the payment of any penalty, by
either party, upon the giving of 30 days' written notice. Such notice shall be
deemed to have been given on the date it is received in writing by the other
party or any officer thereof. This Contract may also be terminated at any time,
without the payment of any penalty, by vote of the Board, by vote of a majority
of the Independent Trustees or by vote of a majority of the outstanding voting
securities of the Shares of such Series on 30 days' written notice to UBS Global
AM and UBS Financial Services.
(d) Termination of this Contract with respect to any given Series
shall in no way affect the continued validity of this Contract or the
performance thereunder with respect to any other Series. This Contract will
automatically terminate in the event of its assignment or in the event that the
Distribution contract is terminated.
11. AMENDMENT OF THIS AGREEMENT.
No provision of this Contract may be amended, changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought.
12. USE OF UBS FINANCIAL SERVICES NAME.
UBS Financial Services hereby authorizes UBS Global AM to use the name
"UBS Financial Services Incorporated" or any name derived therefrom in any sales
or advertising materials prepared and/or used by UBS Global AM in connection
with its duties as distributor of the Shares, but only for so long as this
Contract or any extension, renewal or amendment hereof remains in effect,
including any similar agreement with any organization which shall have succeeded
to the business of UBS Financial Services.
13. GOVERNING LAW.
This Contract shall be construed in accordance with the laws of the
State of Delaware and the 1940 Act. To the extent that the applicable laws of
the State of Delaware conflict with the applicable provisions of the 1940 Act,
the latter shall control.
14. MISCELLANEOUS.
The captions in this Contract are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect. If any provision of this Contract shall be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Contract shall not be affected thereby. This Contract shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors. As used in this Contract, the terms "majority of the
outstanding voting securities," "interested person" and "assignment" shall have
the same meaning as such terms have in the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first written
above.
UBS GLOBAL ASSET
MANAGEMENT (US) INC.
Attest:
By: _________________________
Name:
Title:
UBS FINANCIAL SERVICES INCORPORATED
Attest:
By: _________________________
Name:
Title:
