EXHIBIT 4(b)
UBS CASHFUND INC.
SUB-ADVISORY CONTRACT
Contract made as of March 1, 2004, between UBS Financial Services Inc.
("UBS Financial Services"), a Delaware corporation registered as a broker-dealer
under the Securities Exchange Act of 1934, as amended ("1934 Act"), and as an
investment adviser under the Investment Advisers Act of 1940, as amended
("Advisers Act"), and UBS Global Asset Management (US) Inc. ("UBS Global AM"), a
Delaware corporation registered as a broker-dealer under the 1934 Act and an
investment adviser under the 1940 Act.
WHEREAS, UBS Financial Services wishes to retain UBS Global AM as
sub-adviser to provide certain investment advisory services to UBS Financial
Services in connection with UBS Financial Services' services as investment
adviser to UBS Cashfund Inc. (the "Fund"), an open-end, diversified management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, UBS Global AM is willing to render such sub-advisory services as
described herein to UBS Financial Services upon the terms and for the
compensation set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, it is agreed between the parties as follows:
1. APPOINTMENT. UBS Financial Services hereby appoints UBS Global AM its
sub-adviser and UBS Global AM accepts such appointment and agrees that it will
furnish the services set forth in paragraph 2 below.
2. SERVICES. Subject to the supervision of the Fund's board of directors,
UBS Global AM will provide a continuous investment program for the Fund's
portfolio, including investment research and management with respect to all
securities and investments and cash equivalents in the portfolio. UBS Global AM
will determine from time to time what securities and other investments will be
purchased, retained or sold by the Fund. UBS Global AM will provide the services
under this Contract in accordance with the Fund's investment objective, policies
and restrictions as stated in the Fund's current prospectus. UBS Global AM
further agrees that it:
(a) will conform with all applicable rules and regulations of the
Securities and Exchange Commission;
(b) will place orders pursuant to its investment determinations for the
Fund either directly with the issuer or with any broker or dealer. In
placing orders with brokers and dealers, UBS Global AM will attempt to
obtain the best net price and the most favorable execution of its orders.
Consistent with this obligation, when the execution and price offered by
two or more brokers or dealers are comparable, UBS Global AM may, in its
discretion, purchase and sell portfolio securities to and from brokers and
dealers who
provide the Fund with research, advice and other services. In no instance
will portfolio securities be purchased from or sold to UBS Financial
Services, UBS Global AM, or any affiliated person thereof except in
accordance with the rules and regulations promulgated by the Securities and
Exchange Commission pursuant to the 1940 Act.
(c) will maintain all books and records with respect to the Fund's
securities transactions and will furnish the Fund's board of directors such
periodic and special reports as UBS Financial Services or the Fund's board
may request.
3. SERVICES NOT EXCLUSIVE. UBS Global AM's services hereunder are not
deemed to be exclusive, and UBS Global AM is free to render advisory,
administrative or other services to other funds or clients so long as UBS Global
AM's services under this Contract are not impaired thereby.
4. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, UBS Global AM agrees that all records it maintains for the
Fund are the property of the Fund, and further agrees to surrender promptly to
the Fund any such records upon the Fund's request. UBS Global AM agrees to
maintain for the Fund the records the Fund is required to maintain under
Rule 31a-1(b)(1) (but limited to maintaining original confirmations of purchase
and sales of securities showing for each such transaction the name and quantity
of securities, the unit and aggregate purchase or sale price, commission paid,
the market on which effected, the trade date, the settlement date, and the name
of the person through or from whom purchased or received or to whom sold or
delivered) and the records the Fund is required to maintain under Rule
31a-1(b)(5), (6), (9) and (10), and to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act the records it maintains for the Fund.
5. EXPENSES. During the term of this Contract, UBS Global AM will pay all
expenses incurred by it in connection with its services under this Contract.
6. COMPENSATION. For the services provided and expenses assumed pursuant
to this Contract, UBS Financial Services will pay UBS Global AM a percentage of
the fee received by UBS Financial Services pursuant to the Investment Advisory
and Administration Contract with respect to such Series, such percentage to be
equal to, on an annual basis, 0.06% of such Fund's average daily net assets,
such compensation to be paid monthly.
7. LIMITATION OF LIABILITY. UBS Global AM will not be liable for any
error of judgment or mistake of law or for any loss suffered by UBS Financial
Services or by the Fund or its shareholders in connection with the performance
of this Contract, except a loss resulting from willful misfeasance, bad faith or
gross negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations or duties under this Contract.
8. DURATION AND TERMINATION. This Contract will become effective upon the
date hereabove written and, unless sooner terminated as provided herein, will
continue in effect for two years from the above written date. Thereafter, if not
terminated, this Contract will continue automatically for successive periods of
12 months each, provided such continuance is
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specifically approved at least annually (a) by a vote of a majority of those
members of the Fund's board of directors who are not parties to this Contract or
interested persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval, and (b) by the Fund's board of directors or
by vote of a majority of the outstanding voting securities of the Fund.
Notwithstanding the foregoing, this Contract may be terminated by either party
hereto at any time, without the payment of any penalty, on 90 days' written
notice to the other party, and will be terminated automatically upon any
termination of the Investment Advisory and Administration Contract between the
Fund and UBS Financial Services. In addition, notwithstanding the foregoing,
this Contract may be terminated by the Fund at any time, without the payment of
any penalty, by vote of the Fund's board of directors or by vote of a majority
of the outstanding voting securities of the Fund on 60 days' written notice to
UBS Global AM.
9. AMENDMENT OF THIS CONTRACT. No provision of this Contract may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this Contract shall be
effective until approved by vote of the holders of a majority of the Fund's
outstanding voting securities.
10. 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 and shall be governed by
Delaware law.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
Attest: UBS Financial Services Inc.
/s/ Xxxxx X. Xxxxxx By: /s/ Xxx Xxxxx
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Name: Xxxxx X. Xxxxxx Name: Xxx Xxxxx
Title: Executive Vice President Title: Executive Vice President
Attest: UBS Global Asset Management (US) Inc.
/s/ Xxxxx X Xxxxxxxxxx By: /s/ Xxxx Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx Name: Xxxx Xxxxxxxx
Title: Executive Director Title: Executive Director
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