EXHIBIT NO. EX-99.d.3
AGREEMENT REGARDING TRANSFER OF
INVESTMENT ADVISORY AGREEMENT
This Agreement, dated as of April 30, 2006, between UBS Global Asset
Management (US) Inc. ("UBS Global AM US") and UBS Global Asset Management
(Americas) Inc. ("UBS Global AM Americas").
WHEREAS, UBS Global AM US is transferring certain investment advisory
functions to UBS Global AM Americas and in connection therewith wishes to
transfer to UBS Global AM Americas its rights and obligations under the
Investment Advisory Agreements, dated as of October 8, 2003 (the "Investment
Advisory Agreements"), between UBS Global AM US and SMA Relationship Trust on
behalf of Series M and Series T, respectively, registered management investment
companies (the "Funds");
WHEREAS, UBS Global AM Americas wishes to accept UBS Global AM US's
rights and assume its obligations under the Investment Advisory Agreements;
WHEREAS, the proposed transfer of the Investment Advisory Agreements is
intended not to constitute an "assignment" for purposes of the Investment
Company Act of 1940 in reliance on Rule 2a-6 under that Act;
WHEREAS, this Agreement has been approved by the Board of Trustees of the
Funds.
WITNESSETH:
1. Transfer. Upon the Effective Date (as defined below), UBS Global AM US
hereby transfers and assigns to UBS Global AM Americas all of its rights and
obligations under the Investment Advisory Agreements, and UBS Global AM Americas
hereby accepts such transfer and assignment, assumes such obligations and agrees
to be bound by all the terms and conditions thereof as though it were
substituted for UBS Global AM US as an original party thereto.
2. Effective Date. The transfer contemplated in Section 1 shall become
effective upon the later of (a) the date hereof, or (b) the acceptance and
approval of this Agreement by the Funds.
3. Counterparts. This Agreement may be signed in counterparts, all of
which shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed upon their behalf as of the date set forth above.
UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.
By: ____________________________ By: ________________________________
Name: Xxxx Xxxxx Name: Xxxx X. Xxxxxx
Title: Managing Director Title: Managing Director and Secretary
UBS GLOBAL ASSET MANAGEMENT (US) INC.
By: ____________________________ By: ________________________________
Name: Xxxxxx X. Xxxxxxxx Name: Xxxxxx Xxxxxx
Title: Director Title: Director
Accepted and approved
As of the date set forth above:
SMA RELATIONSHIP TRUST
ON BEHALF OF SERIES M AND SERIES T
By: ____________________________ By: ________________________________
Name: Xxxxxx Xxx Name: Xxxxx X. Xxxxxx
Title: Assistant Secretary Title: Assistant Secretary
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