for period ending april 30, 2006 exhibit 77Q1
File number 811-8767 Series 1,2,3 and 6
INVESTMENT ADVISORY AND ADMINISTRATION CONTRACT
Contract made as of April 1, 2006 between UBS MONEY SERIES, a Delaware
statutory trust Trust, and UBS GLOBAL ASSET MANAGEMENT AMERICAS
INC. UBS Global Americas, a Delaware corporation registered as an
investment adviser under the Investment Advisers Act of 1940, as
amended.
WHEREAS, the Trust is registered under the Investment Company
Act of 1940, as amended 1940 Act, as an open-end investment
management company, and intends to offer for public sale a distinct
series of shares of beneficial interest, UBS Cash Reserves Fund,
corresponding to a distinct portfolio; and
WHEREAS, the Trust desires to retain UBS Global Americas as investment
adviser and administrator to furnish certain administrative, investment
advisory and portfolio management services to the Trust with respect to
UBS Cash Reserves Fund and any other Series to which this Contract may
hereafter be made applicable each a Series, and UBS Global Americas is
willing to furnish such services;
NOW, THEREFORE,in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints UBS Global Americas
as investment adviser and administrator of the Trust with
respect to each Series for the period and on the terms set
forth in this Contract. UBS Global Americas accepts such
appointment and agrees to render the services herein set
forth, for the compensation herein provided.
2. Duties as Investment Adviser.
a Subject to the supervision of the Trusts Board of
Trustees Board, UBS Global Americas will provide a
continuous investment program for each Series, including
investment research and management with respect to all
securities and investments and cash equivalents in each
Series. UBS Global Americas will determine from time to
time what securities and other investments will be purchased,
retained or sold by each Series.
b UBS Global Americas agrees that in placing orders with
brokers, it will attempt to obtain the best net result in
terms of price and execution; provided that, on behalf of any
Series, UBS Global Americas may, in its discretion, use
brokers who provide the Series with research, analysis,
advice and similar services to execute portfolio transactions
on behalf of the Series, and UBS Global Americas, pursuant to
Board authorization, may pay to those brokers in return for
brokerage and research services a higher commission than may
be charged by other brokers, subject to UBS Global Americas
determining in good faith that such commission is reasonable
in terms either of the particular transaction or of the
overall responsibility of UBS Global Americas to such Series
and its other clients and that the total commissions paid by
such Series will be reasonable in relation to the benefits to
the Series over the long term. In no instance will portfolio
securities be purchased from or sold to UBS Global Americas,
or any affiliated person thereof, except in accordance with
the federal securities laws and the rules and regulations
thereunder. Whenever UBS Global Americas simultaneously
places orders to purchase or sell the same security on behalf
of a Series and one or more other accounts advised by UBS
Global Americas, such orders will be allocated as to price
and amount among all such accounts in a manner believed to
be equitable to each account. The Trust recognizes that in
some cases this procedure may adversely affect the results
obtained for the Series.
c UBS Global Americas will oversee the maintenance of
all books and records with respect to the securities
transactions of each Series, and will furnish the Board
with such periodic and special reports as the Board
reasonably may request. In compliance with the
requirements of Rule 31a-3 under the 1940 Act, UBS
Global Americas hereby agrees that all records which
it maintains for the Trust are the property of the Trust,
agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act any records which it
maintains for the Trust and which are required to be
maintained by Rule 31a-1 under the 1940 Act and
further agrees to surrender promptly to the Trust
any records which it maintains for the Trust upon
request by the Trust.
d UBS Global Americas will oversee the computation of the net
asset value and the net income of each Series as described in
the currently effective registration statement of the Trust
under the Securities Act of 1933, as amended, and the 1940 Act
and any supplements thereto Registration Statement or as
more frequently requested by the Board.
e The Trust hereby authorizes UBS Global Americas and any
entity or person associated with UBS Global Americas which is a
member of a national securities exchange to effect any transaction
on such exchange for the account of any Series, which transaction
is permitted by Section 11a of the Securities Exchange Act of
1934, and the Trust hereby consents to the retention of
compensation by UBS Global Americas or any person or
entity associated with UBS Global Americas.
3. Duties as Administrator. UBS Global Americas will
administer the affairs of the Trust with respect to each
Series subject to the supervision of the Board and the
following understandings:
a UBS Global Americas will supervise all aspects of the
operations of the Trust and each Series, including
oversight of transfer agency, custodial and accounting
services, except as hereinafter set forth; provided, however,
that nothing herein contained shall be deemed to relieve or
deprive the Board of its responsibility for and control of
the conduct of the affairs of the Trust and each Series.
b UBS Global Americas will provide the Trust and each
Series with such corporate, administrative and clerical
personnel including officers of the Trust and services
as are reasonably deemed necessary or advisable by the
Board, including the maintenance of certain books and
records of the Trust and each Series.
c UBS Global Americas will arrange, but not pay, for the
periodic preparation, updating, filing and dissemination
as applicable of the Trusts Registration Statement,
proxy material, tax returns and required reports to
each Series shareholders and the Securities and
Exchange Commission and other appropriate federal or
state regulatory authorities.
d UBS Global Americas will provide the Trust and
each Series with, or obtain for it, adequate office
space and all necessary office equipment and services,
including telephone service, heat, utilities, stationery
supplies and similar items.
e UBS Global Americas will provide the Board on a regular
basis with economic and investment analyses and reports
and make available to the Board upon request any economic,
statistical and investment services normally available to
institutional or other customers of UBS Global Americas.
4. Further Duties. In all matters relating to the
performance of this Contract, UBS Global Americas will act
in conformity with the Trust Instrument, By-Laws and
Registration Statement of the Trust and with the instructions
and directions of the Board and will comply with the
requirements of the 1940 Act, the rules thereunder, and
all other applicable federal and state laws and regulations.
5. Delegation of UBS Global Americas Duties as Investment
Adviser and Administrator. With respect to any or all Series,
UBS Global Americas may enter into one or more contracts
Sub-Advisory or Sub-Administration Contract with a
sub-adviser or sub-administrator in which UBS Global Americas
delegates to such sub-adviser or sub-administrator any or all
its duties specified in Paragraphs 2 and 3 of this Contract,
provided that each Sub-Advisory or Sub-Administration Contract
imposes on the sub-adviser or sub-administrator bound thereby all
applicable duties and conditions to which UBS Global Americas is
subject by Paragraphs 2, 3 and 4 of this Contract, and further
provided that each Sub-Advisory or Sub-Administration Contract
meets all requirements of the 1940 Act and rules thereunder.
6. Services Not Exclusive. The services furnished by UBS
Global Americas hereunder are not to be deemed exclusive and
UBS Global Americas 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
Global Americas who may also be a Trustee, officer or employee
of 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 nature or
a dissimilar nature.
7. Expenses.
a During the term of this Contract, each Series will bear
all expenses not specifically assumed by UBS Global Americas
incurred in its operations and the offering of its shares.
b Expenses borne by each Series will include but not be
limited to the following or each Series proportionate
share of the following: i the cost including brokerage
commissions of securities purchased or sold by the Series
and any losses incurred in connection therewith; ii fees
payable to and expenses incurred on behalf of the Series
by UBS Global Americas under this Contract; iii
expenses of organizing the Trust and the Series; iv
filing fees and expenses relating to the registration and
qualification of the Series shares and the Trust under
federal and/or state securities laws and maintaining such
registration and qualifications v fees and salaries
payable to the Trusts Trustees and officers who are not
interested persons of the Trust or UBS Global Americas; vi
all expenses incurred in connection with the Trustees services,
including travel expenses; vii taxes including any
income or franchise taxes and governmental fees; viii
costs of any liability, uncollectible items of deposit and other
insurance and fidelity bonds; ix any costs, expenses or
losses arising out of a liability of or claim for damages or
other relief asserted against the Trust or Series for violation
of any law; x legal, accounting and auditing expenses,
including legal fees of special counsel for those Trustees of
the Trust who are not interested persons of the Trust; xi
charges of custodians, transfer agents and other agents
including any lending agent; xii costs of preparing share
certificates xiii expenses of setting in type and printing
prospectuses and supplements thereto, statements of additional
information and supplements thereto, reports and proxy materials
for existing shareholders; xiv costs of mailing prospectuses
and supplements thereto, statements of additional information
and supplements thereto, reports and proxy materials to existing
shareholders; xv any extraordinary expenses including fees and
disbursements of counsel, costs of actions, suits or
proceedings to which the Trust is a party and the expenses
the Trust may incur as a result of its legal obligation to
provide indemnification to its officers, Trustees, agents and
shareholders incurred by the Trust or Series; xvi fees,
voluntary assessments and other expenses incurred in connection
with membership in investment company organizations xvii the
cost of mailing and tabulating proxies and costs of meetings of
shareholders, the Board and any committees thereof xviii the
cost of investment company literature and other publications
provided by the Trust to its Trustees and officers xix
costs of mailing, stationery and communications equipment
xx expenses incident to any dividend, withdrawal or
redemption options xxi charges and expenses of any
outside pricing service used to value portfolio securities
and xxii interest on borrowings of the Series.
c The Trust or a Series may pay directly any expenses
incurred by it in its normal operations and, if any such
payment is consented to by UBS Global Americas and acknowledged
as otherwise payable by UBS Global Americas pursuant to this
Contract, the Series may reduce the fee payable to UBS Global
Americas pursuant to paragraph 8 hereof by such amount.
To the extent that such deductions exceed the fee payable to
UBS Global Americas on any monthly payment date, such excess
shall be carried forward and deducted in the same manner from
the fee payable on succeeding monthly payment dates.
d UBS Global Americas will assume the cost of any
compensation for services provided to the Trust received by
the officers of the Trust and by those Trustees who are
interested persons of the Trust.
e The payment or assumption by UBS Global Americas of any
expenses of the Trust or a Series that UBS Global Americas
is not required by this Contract to pay or assume shall not
obligate UBS Global Americas to pay or assume the same or
any similar expense of the Trust or a Series on any
subsequent occasion.
8. Compensation.
a For the services provided and the expenses assumed
pursuant to this Contract, with respect to UBS Cash
Reserves Fund, the Trust will pay to UBS Global Americas
a fee, computed daily and paid monthly, at an annual rate
of 0.33% of each such Series average daily net assets.
b For the services provided and the expenses assumed pursuant
to this Contract with respect to any Series as to which this
Contract hereafter is made applicable, the Trust will pay to
UBS Global Americas from the assets of such Series a fee in
an amount to be agreed upon in a written fee agreement Fee
Agreement executed by the Trust on behalf of such Series and by
UBS Global Americas. All such Fee Agreements shall provide that
they are subject to all terms and conditions of this Contract.
c The fee shall be computed daily and paid monthly to UBS Global
Americas on or before the first business day of the next
succeeding calendar month.
d If this Contract becomes effective or terminates before
the end of any month, the fee for the period from the effective
day to the end of the month or from the beginning of such month
to the date of termination, as the case may be, shall be prorated
according to the proportion which such period bears to the full
month in which such effectiveness or termination occurs.
9. Limitation of Liability of UBS Global Americas. UBS Global
Americas and its delegates, including any Sub-Adviser or
Sub-Administrator to any Series or the Trust, shall not be
liable for any error of judgment or mistake of law or for any
loss suffered by any Series, the Trust or any of its shareholders,
in connection with the matters to which this Contract relates,
except to the extent that such a loss results 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 and duties under this Contract. Any person, even though
also an officer, director, employee, or agent of UBS Global Americas,
who may be or become an officer, Trustee, employee or agent of the
Trust shall be deemed, when rendering services to any Series or
the Trust or acting with respect to any business of such Series
or the Trust, to be rendering such service to or acting solely
for the Series or the Trust and not as an officer, director,
employee, or agent or one under the control or direction of
UBS Global Americas even though paid by it.
10. Duration and Termination.
a This Contract shall become effective upon the date
hereabove written provided that, with respect to any Series,
this Contract shall not take effect unless it has first been
approved i by a vote of a majority of those Trustees of the
Trust 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 ii by vote of a majority
of that Series outstanding voting securities.
b Unless sooner terminated as provided herein, 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 those Trustees of
the Trust 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 ii by the Board or, with respect
to any given Series, by vote of a majority of the outstanding voting
securities 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 vote of the board or by a vote of a majority of
the outstanding voting securities of such Series on sixty days
written notice to UBS Global Americas or by UBS Global Americas
at any time, without the payment of any penalty, on sixty days
written notice to the Trust. 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.
11. Limitation of Liability of the Trustees and Shareholders of
the Trust. The Trustees of the Trust and the shareholders of
any Series shall not be liable for any obligations of any Series
or the Trust under this Contract, and UBS Global Americas agrees
that, in asserting any rights or claims under this Contract, it
shall look only to the assets and property of the Trust in
settlement of such right or claim, and not to such Trustees or
shareholders.
12. 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 as to any given
Series shall be effective until approved by vote of a majority
of such Series outstanding voting securities.
13. Governing Law. This Contract shall be construed in accordance
with the laws of the State of Delaware, without giving effect to
the conflicts of laws principles thereof, and in accordance with
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, affiliated person,
interested person, assignment, broker, investment
adviser, national securities exchange, net assets, prospectus,
sale, sell and security shall have the same meaning as
such terms have in the 1940 Act and the rules and regulations
thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission. Where the effect of a
requirement of the 1940 Act reflected in any provision of this
Contract is relaxed by a rule, regulation, order or other action
of the Securities and Exchange Commission, whether of special
or general application, such provision shall be deemed to
incorporate the effect of such rule, regulation, order or
other action.
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed by their officers and delivered as of the day and
year first above written.
Attest: /s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: VP & Asst. Secretary
UBS MONEY SERIES
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: VP & Treasurer
Attest: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Director and Assoc. GC
UBS GLOBAL ASSET MANAGEMENT AMERICAS INC.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Executive Director & Sr. Assoc. Gen. Counsel
INVESTMENT ADVISORY AND ADMINISTRATION CONTRACT
Contract made as of April 1, 2006 between UBS MONEY SERIES, a
Delaware statutory trust Trust, and UBS GLOBAL ASSET MANAGEMENT
AMERICAS INC. UBS Global Americas, a Delaware corporation
registered as an investment adviser under the Investment Advisers
Act of 1940, as amended.
WHEREAS, the Trust is registered under the Investment
Company Act of 1940, as amended 1940 Act, as an open-end
investment management company, and intends to offer for public sale a
distinct series of shares of beneficial interest, UBS Liquid Assets Fund,
corresponding to a distinct portfolio and
WHEREAS, the Trust desires
to retain UBS Global Americas as investment adviser and administrator
to furnish certain administrative, investment advisory and portfolio
management services to the Trust with respect to UBS Liquid Assets Fund
and any other Series to which this Contract may hereafter be made
applicable each a Series, and UBS Global Americas is willing
to furnish such services
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto
as follows:
15. Appointment. The Trust hereby appoints UBS Global Americas as
investment adviser and administrator of the Trust with respect to
each Series for the period and on the terms set forth in this Contract.
UBS Global Americas accepts such appointment and agrees to render the
services herein set forth, for the compensation herein provided.
16. Duties as Investment Adviser.
a Subject to the supervision of the Trusts Board of Trustees
Board, UBS Global Americas will provide a continuous investment
program for each Series, including investment research and management
with respect to all securities and investments and cash equivalents in
each Series. UBS Global Americas will determine from time to time what
securities and other investments will be purchased, retained or sold
by each Series.
b UBS Global Americas agrees that, in placing orders with brokers,
it will attempt to obtain the best net result in terms of price and
execution provided that, on behalf of any Series, UBS Global
Americas may, in its discretion, use brokers who provide the
Series with research, analysis, advice and similar services to
execute portfolio transactions on behalf of the Series, and
UBS Global Americas, pursuant to Board authorization, may
pay to those brokers in return for brokerage and research services a
higher commission than may be charged by other brokers, subject to UBS
Global Americas determining in good faith that such commission is
reasonable in terms either of the particular transaction or of the
overall responsibility of UBS Global Americas to such Series and its
other clients and that the total commissions paid by such Series will
be reasonable in relation to the benefits to the Series over the long
term. In no instance will portfolio securities be purchased from or
sold to UBS Global Americas, or any affiliated person thereof, except
in accordance with the federal securities laws and the rules and
regulations thereunder. Whenever UBS Global Americas simultaneously
places orders to purchase or sell the same security on behalf of a
Series and one or more other accounts advised by UBS Global Americas,
such orders will be allocated as to price and amount among all
such accounts in a manner believed to be equitable to each account.
The Trust recognizes that in some cases this procedure may adversely
affect the results obtained for the Series.
c UBS Global Americas will oversee the maintenance of all books
and records with respect to the securities transactions of each
Series, and will furnish the Board with such periodic and special
reports as the Board reasonably may request. In compliance with the
requirements of Rule 31a-3 under the 1940 Act, UBS Global Americas
hereby agrees that all records which it maintains for the Trust are
the property of the Trust, agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act any records which it
maintains for the Trust and which are required to be maintained by
Rule 31a-1 under the 1940 Act and further agrees to surrender
promptly to the Trust any records which it maintains for the
Trust upon request by the Trust.
d UBS Global Americas will oversee the computation of the net
asset value and the net income of each Series as described in the
currently effective registration statement of the Trust under the
Securities Act of 1933, as amended, and the 1940 Act and any
supplements thereto Registration Statement or as more
frequently requested by the Board.
e The Trust hereby authorizes UBS Global Americas and any entity or
person associated with UBS Global Americas which is a member of a
national securities exchange to effect any transaction on such
exchange for the account of any Series, which transaction is
permitted by Section 11a of the Securities Exchange Act of 1934,
and the Trust hereby consents to the retention of compensation by
UBS Global Americas or any person or entity associated with
UBS Global Americas.
17. Duties as Administrator. UBS Global Americas will administer
the affairs of the Trust with respect to each Series subject to
the supervision of the Board and the following understandings:
a UBS Global Americas will supervise all aspects of the operations
of the Trust and each Series, including oversight of transfer
agency, custodial and accounting services, except as hereinafter
set forth provided, however, that nothing herein contained
shall be deemed to relieve or deprive the Board of its
responsibility for and control of the conduct of the affairs of
the Trust and each Series.
b UBS Global Americas will provide the Trust and each Series
with such corporate, administrative and clerical personnel
including officers of the Trust and services as are reasonably
deemed necessary or advisable by the Board, including the
maintenance of certain books and records of the Trust and each
Series.
c UBS Global Americas will arrange, but not pay, for the periodic
preparation, updating, filing and dissemination as applicable
of the Trusts Registration Statement, proxy material, tax returns
and required reports to each Series shareholders and the
Securities and Exchange Commission and other appropriate federal
or state regulatory authorities.
d UBS Global Americas will provide the Trust and each Series
with, or obtain for it, adequate office space and all necessary
office equipment and services, including telephone service, heat,
utilities, stationery supplies and similar items.
e UBS Global Americas will provide the Board on a regular basis
with economic and investment analyses and reports and make
available to the Board upon request any economic, statistical
and investment services normally available to institutional or
other customers of UBS Global Americas.
18. Further Duties. In all matters relating to the performance
of this Contract, UBS Global Americas will act in conformity
with the Trust Instrument, By-Laws and Registration Statement
of the Trust and with the instructions and directions of the
Board and will comply with the requirements of the 1940 Act,
the rules thereunder, and all other applicable federal and
state laws and regulations.
19. Delegation of UBS Global Americas Duties as Investment
Adviser and Administrator. With respect to any or all Series,
UBS Global Americas may enter into one or more contracts
Sub-Advisory or Sub-Administration Contract with a
sub-adviser or sub-administrator in which UBS Global Americas
delegates to such sub-adviser or sub-administrator any or all
its duties specified in Paragraphs 2 and 3 of this Contract,
provided that each Sub-Advisory or Sub-Administration Contract
imposes on the sub-adviser or sub-administrator bound thereby
all applicable duties and conditions to which UBS Global Americas
is subject by Paragraphs 2, 3 and 4 of this Contract, and further
provided that each Sub-Advisory or Sub-Administration Contract
meets all requirements of the 1940 Act and rules thereunder.
20. Services Not Exclusive. The services furnished by UBS Global
Americas hereunder are not to be deemed exclusive and UBS
Global Americas 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 Global Americas who may also be a Trustee,
officer or employee of 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 nature or a dissimilar nature.
21. Expenses.
a For the services provided and expenses assumed pursuant
to this Contract with respect to the Series, the Trust will
pay to UBS Global Americas a fee, computed daily and paid monthly.
Where the services are provided directly by UBS Global Americas
or an affiliate, the fees will be limited to reimbursement of UBS
Global Americas direct administrative cost and expense and will
exclude any profit or overhead charges. Where UBS Global Americas
arranges for an unaffiliated person to provide services, the Trust
will reimburse UBS Global Americas for the cost of the services
provided by the unaffiliated person, but no additional profit or
overhead charge will be included. Hereinafter, the fees and
expenses payable by the Fund under this Paragraph 7a are
referred to as Direct Expenses.
b Subject to Paragraph 7a, the Direct Expenses borne by each
Series will include but not be limited to the following or
each Series proportionate share of the following: i expenses
of paying the salaries and expenses of the Trusts officers
and other personnel engaged in administering the Trusts business
ii expenses of monitoring financial and shareholder accounting
services provided by the Trusts custodian and transfer agent,
respectively iii expenses of responding to shareholder inquiries
and disseminating information to shareholders iv expenses of
monitoring compliance with the Trusts registration statements and
other operating documents, with federal and state securities laws
and rules thereunder and with the Internal Revenue Code of 1986,
as amended v expenses or preparing semi-annual and annual reports
to shareholders vi expenses of preparing filings required by the
SEC vii expenses of preparing federal, state and local tax returns
viii expenses of paying notice filing fees under state securities
laws ix expenses of organizing annual and special meetings of
shareholders x the cost including brokerage commissions of
securities purchased or sole by the Series and any losses incurred
in connection therewith ix expenses of organizing annual and
special meetings of shareholders x the cost including brokerage
commissions
of securities purchased or sold by the Series and any
losses incurred in connection therewith xi expenses incurred on
behalf of the Series by UBS Global Americas under this Contract
xi expenses of organizing the Trust and the Series xiii filing
fees and expenses relating to the registration and qualification of
the Series shares and the Trust under federal and/or state
securities laws and maintaining such registration and qualifications
xiv fees and salaries payable to the Trusts trustees and officers
who are not interested persons of the Trust or UBS Global Americas
xv all expenses incurred in connection with the Trustees
services, including travel expenses xvi taxes including any
income or franchise taxes and governmental fees xvii costs of
any liability, uncollectible items of deposit and other insurance
and fidelity bonds xviii any costs, expenses, or losses arising
out of a liability of or claim for damages or other relief asserted
against the Trust or Series for violation of any law xix legal,
accounting and auditing expenses, including legal fees of special
counsel for those Trustees of the Trust who are not interested
persons of the Trust xx charges of custodians, transfer agents
and other agents including any lending agent xxi costs of
preparing share certificates xxii expenses of setting in type
and printing prospectuses and supplements thereto, statements of
additional information and supplements thereto, reports and proxy
materials for existing shareholders xxiii costs of mailing
prospectuses and supplements thereto, statements of additional
information and supplements thereto, reports and proxy materials
to existing shareholders xxiv any extraordinary expenses
including fees and disbursements of counsel, costs of actions,
suits or proceedings to which the Trust is a party and the expenses
the Trust may incur as a result of its legal obligation to provide
indemnification to its officers, Trustees, agents and shareholders
incurred by the Trust or Series xxv fees, voluntary assessments
and other expenses incurred in connection with membership in
investment company organizations xxvi the cost of mailing and
tabulating proxies and costs of meetings of shareholders,
the Board and any committees thereof xxvii the cost of
investment company literature and other publications provided by
the Trust to its Trustees and officers xxviii costs of mailing,
stationery and communications equipment xxix expenses incident
to any dividend, withdrawal or redemption options xxx charges
or expenses of any outside pricing service used to value portfolio
securities and xxxi interest on borrowings of the Series and
xxxii any other costs and expenses incurred in managing the
portfolio of a Series.
c The Trust or a Series may pay directly any Direct Expense
incurred by it in its normal operations and, if any such payment
is consented to by UBS Global Americas and acknowledged as
otherwise payable by UBS Global Americas pursuant to this
Contract, the Series may reduce any amounts otherwise payable to
UBS Global Americas pursuant to this Contract. To the extent that
such deductions exceed the amounts payable to UBS Global Americas
on any monthly payment date, such excess shall be carried forward
and deducted in the same manner from the fee payable on succeeding
monthly payment dates.
d UBS Global Americas will assume the cost of any compensation
for services provided to the Trust received by the officers of
the Trust and by those Trustees who are interested persons of the
Trust.
e The payment or assumption by UBS Global Americas of any
expenses of the Trust or a Series that UBS Global Americas is
not required by this Contract to pay or assume shall not obligate
UBS Global Americas to pay or assume the same or any similar
expense of the Trust or a Series on any subsequent occasion.
22. Compensation.
a UBS Global Americas shall not receive any compensation
from the Series other than reimbursement for the Series
Direct Expenses, as provided in paragraph 7.
b For the services provided and the expenses assumed pursuant
to this Contract with respect to any Series as to which this
Contract hereafter is made applicable, the Trust will pay to
UBS Global Americas from the assets of such Series
compensation in an amount to be agreed upon in a written fee
agreement Fee Agreement executed by the Trust on behalf
of such Series and by UBS Global Americas. All such Fee
Agreements shall provide that they are subject to all terms
and conditions of this Contract.
c Any compensation or reimbursement due to UBS Global Americas
shall be computed daily and paid monthly to UBS Global Americas
on or before the first business day of the next succeeding
calendar month.
d If this Contract becomes effective or terminates before
the end of any month, UBS Global Americas compensation or
reimbursement for the period from the effective day to the
end of the month or from the beginning of such month to the
date of termination, as the case may be, shall be prorated
according to the proportion which such period bears to the full
month in which such effectiveness or termination occurs.
23. Limitation of Liability of UBS Global Americas. UBS Global
Americas and its delegates, including any Sub-Adviser or
Sub-Administrator to any Series or the Trust, shall not be liable
for any error of judgment or mistake of law or for any loss
suffered by any Series, the Trust or any of its shareholders, in
connection with the matters to which this Contract relates, except
to the extent that such a loss results 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
and duties under this Contract. Any person, even though also an
officer, director, employee, or agent of UBS Global Americas,
who may be or become an officer, Trustee, employee or agent of
the Trust shall be deemed, when rendering services to any Series
or the Trust or acting with respect to any business of such Series
or the Trust, to be rendering such service or acting solely for the
Series or the Trust and not as an officer, director, employee, or
agent or one under the control or direction of UBS Global Americas
even though paid by it.
24. Duration and Termination.
a This Contract shall become effective upon the date hereabove
written provided that, with respect to any Series, this Contract
shall not take effect unless it has first been approved i by a
vote of a majority of those Trustees of the Trust 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 ii by vote of a majority of that Series
outstanding voting securities.
b Unless sooner terminated as provided herein, 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 those
Trustees of the Trust 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 ii by the Board or, with respect to any given Series,
by vote of a majority of the outstanding voting securities
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 vote of the board or by a vote of a majority
of the outstanding voting securities of such Series on sixty
days written notice to UBS Global Americas or by UBS Global
Americas at any time, without the payment of any penalty, on sixty
days written notice to the Trust. 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.
25. Limitation of Liability of the Trustees and Shareholders of the
Trust. The Trustees of the Trust and the shareholders of any Series
shall not be liable for any obligations of any Series or the Trust
under this Contract, and UBS Global Americas agrees that, in asserting
any rights or claims under this Contract, it shall look only to the
assets and property of the Trust in settlement of such right or claim,
and not to such Trustees or shareholders.
26. 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 as to any given Series shall be
effective until approved by vote of a majority of such Series
outstanding voting securities.
27. Governing Law. This Contract shall be construed in accordance
with the laws of the State of Delaware, without giving effect to
the conflicts of laws principles thereof, and in accordance
with 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.
28. 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, affiliated person,
interested person, assignment, broker, investment adviser,
national securities exchange, net assets, prospectus, sale, sell
and security shall have the same meaning as such terms have in
the 1940 Act and the rules and regulations thereunder, subject to
such exemptions as may be granted by the Securities and Exchange
Commission. Where the effect of a requirement of the 1940 Act
reflected in any provision of this Contract is relaxed by a rule,
regulation, order or other action of the Securities and Exchange
Commission, whether of special or general application, such provision
shall be deemed to incorporate the effect of such rule, regulation,
order or other action.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers and delivered as of the day and year first
above written.
Attest: /s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: VP & Asst. Secretary
UBS MONEY SERIES
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: VP & Treasurer
Attest: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Director and Assoc. GC
UBS GLOBAL ASSET MANAGEMENT AMERICAS INC.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Executive Director & Sr. Assoc. Gen. Counsel
INVESTMENT ADVISORY AND ADMINISTRATION CONTRACT
Contract made as of April 1, 2006 between UBS MONEY SERIES, a Delaware
statutory trust Trust, and UBS GLOBAL ASSET MANAGEMENT AMERICAS INC.
UBS Global Americas, a Delaware corporation registered as an investment
adviser under the Investment Advisers Act of 1940, as amended.
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended 1940 Act, as an open-end investment management company,
and intends to offer for public sale distinct series of shares of
beneficial interest Series, each corresponding to a distinct portfolio and
WHEREAS, the Trust desires to retain UBS Global Americas as investment
adviser and administrator to furnish certain administrative, investment
advisory and portfolio management services to the Trust and each Series as
now exists and as hereafter may be established provided that the Board of
Trustees Board approves the applicability of this Contract to such subsequent
Series, and UBS Global Americas is willing to furnish such services
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints UBS Global Americas as
investment adviser and administrator of the Trust and each Series
for the period and on the terms set forth in this Contract.
UBS Global Americas accepts such appointment and agrees to render
the services herein set forth, for the compensation herein provided.
2. Duties as Investment Adviser.
a Subject to the supervision of the Board, UBS Global Americas
will provide a continuous investment program for each Series,
including investment research and management with respect to all
securities and investments and cash equivalents in each Series. UBS
Global Americas will determine from time to time what securities and
other investments will be purchased, retained or sold by each Series.
b UBS Global Americas agrees that in placing orders with brokers,
it will attempt to obtain the best net result in terms of price and
execution provided that, on behalf of any Series, UBS Global Americas
may, in its discretion, use brokers who provide the Series with research,
analysis, advice and similar services to execute portfolio transactions
on behalf of the Series, and UBS Global Americas may pay to those
brokers in return for brokerage and research services a higher
commission than may be charged by other brokers, subject to UBS Global
Americas determining in good faith that such commission is reasonable
in terms either of the particular transaction or of the overall
responsibility of UBS Global Americas to such Series and its other
clients and that the total commissions paid by such Series will be
reasonable in relation to the benefits to the Series over the long term.
In no instance will portfolio securities be purchased from or sold
to UBS Global Americas or any affiliated person thereof, except in
accordance with the federal securities laws and the rules and regulations
thereunder. Whenever UBS Global Americas simultaneously places orders
to purchase or sell the same security on behalf of a Series and one
or more other accounts advised by UBS Global Americas, such orders
will be allocated as to price and amount among all such accounts in
a manner believed to be equitable to each account. The Trust
recognizes that in some cases this procedure may adversely affect
the results obtained for the Series.
c UBS Global Americas will oversee the maintenance of all books and
records with respect to the securities transactions of each Series,
and will furnish the Board with such periodic and special reports as
the Board reasonably may request. In compliance with the requirements
of Rule 31a-3 under the 1940 Act, UBS Global Americas hereby agrees
that all records which it maintains for the Trust are the property of
the Trust, agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act any records which it maintains for the Trust and
which are required to be maintained by Rule 31a-1 under the 1940 Act
and further agrees to surrender promptly to the Trust any records which
it maintains for the Trust upon request by the Trust.
d UBS Global Americas will oversee the computation of the net asset
value and the net income of each Series as described in the currently
effective registration statement of the Trust under the Securities Act
of 1933, as amended, and the 1940 Act and any supplements thereto
Registration Statement or as more frequently requested by the Board.
e The Trust hereby authorizes UBS Global Americas and any entity or
person associated with UBS Global Americas which is a member of a
national securities exchange to effect any transaction on such exchange
for the account of any Series, which transaction is permitted by
Section 11a of the 1934 Act, and the Trust hereby consents to the
retention of compensation by UBS Global Americas or any person or
entity associated with UBS Global Americas
3. Duties as Administrator. UBS Global Americas will administer the
affairs of the Trust and each Series subject to the supervision of
the Board and the following understandings:
a UBS Global Americas will supervise all aspects of the operations
of the Trust and each Series, including oversight of transfer agency,
custodial and accounting services, except as hereinafter set forth
provided, however, that nothing herein contained shall be deemed to
relieve or deprive the Board of its responsibility for and control
of the conduct of the affairs of the Trust and each Series.
b UBS Global Americas will provide the Trust and each Series with
such corporate, administrative and clerical personnel including officers
of the Trust and services as are reasonably deemed necessary or
advisable by the Board, including the maintenance of certain books and
records of the Trust and each Series.
c UBS Global Americas will arrange for the periodic preparation,
updating, filing and dissemination as applicable of the Trusts
Registration Statement, proxy material, tax returns and required
reports to each Series shareholders and the Securities and Exchange
Commission and other appropriate federal or state regulatory authorities.
d UBS Global Americas will provide the Trust and each Series with,
or obtain for it, adequate office space and all necessary office
equipment and services, including telephone service, heat, utilities,
stationery supplies and similar items.
e UBS Global Americas will provide the Board on a regular basis
with economic and investment analyses and reports and make available
to the Board upon request any economic, statistical and investment
services normally available to institutional or other customers of
UBS Global Americas.
4. Further Duties. In all matters relating to the performance of this
Contract, UBS Global Americas will act in conformity with the Trust
Instrument, By-Laws and Registration Statement of the Trust and with
the instructions and directions of the Board and will comply with the
requirements of the 1940 Act, the rules thereunder, and all other
applicable federal and state laws and regulations.
5. Delegation of UBS Global Americas Duties as Investment Adviser and
Administrator. With respect to any or all Series, UBS Global Americas
may enter into one or more contracts Sub-Advisory or Sub-Administration
Contract with a sub-adviser or sub-administrator in which UBS Global
Americas delegates to such sub-adviser or sub-administrator any or
all its duties specified in Paragraphs 2 and 3 of this Contract,
provided that each Sub-Advisory or Sub-Administration Contract imposes
on the sub-adviser or sub-administrator bound thereby all applicable
duties and conditions to which UBS Global Americas is subject by
Paragraphs 2, 3 and 4 of this Contract, and further provided that
each Sub-Advisory or Sub-Administration Contract meets all requirements
of the 1940 Act and rules thereunder.
6. Services Not Exclusive. The services furnished by UBS Global
Americas hereunder are not to be deemed exclusive and UBS Global
Americas 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 Global Americas who may also be a
Trustee, officer or employee of 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
nature or a dissimilar nature.
7. Expenses.
a UBS Global Americas will bear all expenses incurred in the
operation of each Series to which this Contract is applicable,
including the Series allocable share of the expenses of the Trust,
other than i the investment and advisory fee payable under this
Contract, ii the fees payable pursuant to any Shareholder Service
Plan adopted by the Trust with respect to the Series or a class of
shares of the Series, iii fees and expenses of the Independent
Trustees defined in paragraph 10a below, including counsel fees
of the Independent Trustees, iv interest, taxes and the cost
including brokerage commissions and other transaction costs, if any
of securities purchased or sold by the Series and any losses incurred
in connection therewith and v extraordinary expenses such as costs
of litigation to which the Trust or a Series is a party and of
indemnifying officers and Trustees of the Trust, which will be borne
by the Trust or Series, as applicable.
b The expenses to be borne by UBS Global Americas include the
following or each Series proportionate share of the following:
i expenses of organizing the Trust and the Series ii filing fees
and expenses relating to the registration and qualification of the Series
shares and the Trust under federal and/or state securities laws and
maintaining such registration and qualifications iii fees and
salaries payable to the Trusts Trustees and officers iv all expenses
incurred in connection with the services of Trustees other than the
Independent Trustees, including travel expenses v costs of any
liability, uncollectible items of deposit and other insurance and
fidelity bonds vi legal, accounting and auditing expenses, other
than the legal fees of special counsel for the Independent Trustees
vii charges of custodians, transfer agents and other agents
including any lending agent viii costs of preparing share
certificates ix expenses of setting in type and printing prospectuses
and supplements thereto, statements of additional information and
supplements thereto, reports and proxy materials for existing
shareholders x costs of mailing prospectuses and supplements
thereto, statements of additional information and supplements thereto,
reports and proxy materials to existing shareholders xi fees,
voluntary assessments and other expenses incurred in connection with
membership in investment company organizations xii the cost of mailing
and tabulating proxies and costs of meetings of shareholders, the Board
and any committees thereof xii the cost of investment company
literature and other publications provided by the Trust to its Trustees
and officers xiii costs of mailing, stationery and communications
equipment xiv expenses incident to any dividend, withdrawal or
redemption options xv charges and expenses of any outside pricing
service used to value portfolio securities and xvi interest on
borrowings of UBS Select Money Market Fund.
c The payment or assumption by UBS Global Americas of any expenses
of the Trust or a Series that UBS Global Americas is not required by
this Contract to pay or assume shall not obligate UBS Global Americas
to pay or assume the same or any similar expense of the Trust or a
Series on any subsequent occasion.
8. Compensation.
a For the services provided and the expenses assumed pursuant to
this Contract, with respect to UBS Select Money Market Fund, the
Trust will pay to UBS Global Americas a fee, computed daily and paid
monthly, at an annual rate of 0.18% of such Series average daily net
assets less that Series allocable share of the accrued fees and
expenses of the Independent Trustees including counsel fees of the
Independent Trustees.
b For the services provided and the expenses assumed pursuant to
this Contract with respect to any Series hereafter established and
for which the Board approves the applicability of this Contract,
the Trust will pay to UBS Global Americas from the assets of such
Series a fee in an amount to be agreed upon in a written fee
agreement Fee Agreement executed by the Trust on behalf of
such Series and by UBS Global Americas. All such Fee Agreements
shall provide that they are subject to all terms and conditions
of this Contract.
c The fee shall be computed daily and paid monthly to UBS Global
Americas on or before the first business day of the next
succeeding calendar month.
d If this Contract becomes effective or terminates before the
end of any month, the fee for the period from the effective day
to the end of the month or from the beginning of such month to
the date of termination, as the case may be, shall be prorated
according to the proportion which such period bears to the full
month in which such effectiveness or termination occurs.
9. Limitation of Liability of UBS Global Americas. UBS Global
Americas and its delegates, including any Sub-Adviser or
Sub-Administrator to any Series or the Trust, shall not be liable
for any error of judgment or mistake of law or for any loss
suffered by any Series, the Trust or any of its shareholders,
in connection with the matters to which this Contract relates,
except to the extent that such a loss results 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 and duties under this Contract. Any person,
even though also an officer, director, employee, or agent of
UBS Global Americas, who may be or become an officer, Trustee,
employee or agent of the Trust shall be deemed, when rendering
services to any Series or the Trust or acting with respect to
any business of such Series or the Trust, to be rendering such
service to or acting solely for the Series or the Trust and not
as an officer, director, employee, or agent or one under the
control or direction of UBS Global Americas even though paid by it.
10. Duration and Termination.
a This Contract shall become effective upon the date
hereabove written provided that, with respect to any Series,
this Contract shall not take effect unless it has first been
approved i by a vote of a majority of those Trustees of the
Trust who are not parties to this Contract or interested persons
of any such party Independent Trustees cast in person at a
meeting called for the purpose of voting on such approval,
and ii by vote of a majority of that Series outstanding
voting securities.
b Unless sooner terminated as provided herein, 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 or, with respect to any
given Series, by vote of a majority of the outstanding voting
securities 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 vote of the board or by a vote of a majority of the
outstanding voting securities of such Series on sixty days written
notice to UBS Global Americas or by UBS Global Americas at any time,
without the payment of any penalty, on sixty days written notice to
the Trust. 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.
11. Limitation of Liability of the Trustees, Officers and Shareholders
of the Trust. The Trustees and officers of the Trust and the
shareholders of any Series shall not be liable for any obligations
of any Series or the Trust under this Contract, and UBS Global
Americas agrees that, in asserting any rights or claims under this
Contract, it shall look only to the assets and property of the
Trust in settlement of such right or claim, and not to such Trustees,
officers or shareholders.
12. 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 as to any given Series shall be effective
until approved by vote of a majority of such Series outstanding
voting securities.
13. Governing Law. This Contract shall be construed in accordance
with the laws of the State of Delaware, without giving effect to
the conflicts of laws principles thereof, and in accordance with
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, affiliated person, interested person,
assignment, broker, investment adviser, national securities
exchange, net assets, prospectus, sale, sell and security
shall have the same meaning as such terms have in the 1940 Act and
the rules and regulations thereunder, subject to such exemptions as
may be granted by the Securities and Exchange Commission. Where
the effect of a requirement of the 1940 Act reflected in any
provision of this Contract is relaxed by a rule, regulation,
order or other action of the Securities and Exchange Commission,
whether of special or general application, such provision shall
be deemed to incorporate the effect of such rule, regulation,
order or other action.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers and delivered as of the day and year
first above written.
Attest: /s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: VP & Asst. Secretary
UBS MONEY SERIES
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: VP & Treasurer
Attest: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Director and Assoc. GC
UBS GLOBAL ASSET MANAGEMENT AMERICAS INC.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Executive Director & Sr. Assoc. Gen. Counsel
INVESTMENT ADVISORY AND ADMINISTRATION CONTRACT
Contract made as of April 1, 2006, between UBS MONEY SERIES, a Delaware
statutory trust Trust, and UBS GLOBAL ASSET MANAGEMENT AMERICAS INC.
UBS Global Americas, a Delaware corporation registered as an
investment adviser under the Investment Advisers Act of 1940, as amended.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended 1940 Act, as an open-end management investment company,
and offers for public sale distinct series of shares of beneficial
interest Series, each corresponding to a distinct portfolio and
WHEREAS, the Trust desires to retain UBS Global Americas as investment
adviser and administrator to furnish certain administrative, investment
advisory and portfolio management services to the Trust with respect to its
UBS Select Treasury Fund the Fund, and UBS Global Americas is willing to
furnish such services
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:
29. Appointment. The Trust hereby appoints UBS Global Americas as
investment adviser and administrator of the Trust with respect to
the Fund for the period and on the terms set forth in this Contract.
UBS Global Americas accepts such appointment and agrees to render the
services herein set forth, for the compensation herein provided.
30. Duties as Investment Adviser.
a Subject to the supervision of the Board of Trustees of the Trust
Board, UBS Global Americas will provide a continuous investment
program for the Fund, including investment research and management
with respect to all securities and investments and cash equivalents
in the Fund. UBS Global Americas will determine from time to time what
securities and other investments will be purchased, retained or sold
by the Fund.
b UBS Global Americas agrees that, in placing orders with brokers,
it will attempt to obtain the best net result in terms of price and
execution provided that, on behalf of the Fund, UBS Global Americas may,
in its discretion, use brokers who provide the Fund with research,
analysis, advice and similar services to execute portfolio transactions
on behalf of the Fund, and UBS Global Americas may pay to those brokers
in return for brokerage and research services a higher commission than
may be charged by other brokers, subject to UBS Global Americas
determining in good faith that such commission is reasonable in terms
either of the particular transaction or of the overall responsibility
of UBS Global Americas to the Fund and its other clients and that
the total commissions paid by the Fund will be reasonable in
relation to the benefits to the Fund over the long term. In no
instance will portfolio securities be purchased from or sold to
UBS Global Americas, or any affiliated person thereof, except in
accordance with the federal securities laws and the rules and
regulations thereunder. Whenever UBS Global Americas simultaneously
places orders to purchase or sell the same security on behalf of the
Fund and one or more other accounts advised by UBS Global Americas,
such orders will be allocated as to price and amount among all such
accounts in a manner believed to be equitable to each account. The
Trust recognizes that in some cases this procedure may adversely
affect the results obtained for the Fund.
c UBS Global Americas will oversee the maintenance of all books and
records with respect to the securities transactions of the Fund,
and will furnish the Board with such periodic and special reports
as the Board reasonably may request. In compliance with the
requirements of Rule 31a-3 under the 1940 Act, UBS Global Americas
hereby agrees that all records which it maintains for the Trust
are the property of the Trust, agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act any records which it
maintains for the Trust and which are required to be maintained by
Rule 31a-1 under the 1940 Act and further agrees to surrender
promptly to the Trust any records which it maintains for the Trust
upon request by the Trust.
d UBS Global Americas will oversee the computation of the net asset
value and the net income of the Fund as described in the currently
effective registration statement of the Trust under the Securities
Act of 1933, as amended, and the 1940 Act and any supplements thereto
Registration Statement or as more frequently requested by the Board.
e The Trust hereby authorizes UBS Global Americas and any entity or
person associated with UBS Global Americas which is a member of a
national securities exchange to effect any transaction on such exchange
for the account of the Fund, which transaction is permitted by
Section 11a of the Securities Exchange Act of 1934, as amended,
and the Trust hereby consents to the retention of compensation by
UBS Global AM or any person or entity associated with UBS Global
Americas.
31. Duties as Administrator. UBS Global Americas will administer the
affairs of the Trust and the Fund subject to the supervision of the
Board and the following understandings:
a UBS Global Americas will supervise all aspects of the operations of
the Trust and the Fund, including oversight of transfer agency,
custodial and accounting services, except as hereinafter set forth
provided, however, that nothing herein contained shall be deemed to
relieve or deprive the Board of its responsibility for and control of
the conduct of the affairs of the Trust and the Fund.
b UBS Global Americas will provide the Trust and the Fund with such
corporate, administrative and clerical personnel including officers
of the Trust and services as are reasonably deemed necessary or
advisable by the Board, including the maintenance of certain books
and records of the Trust and the Fund.
c UBS Global Americas will arrange for the periodic preparation,
updating, filing and dissemination as applicable of the Trusts
Registration Statement, proxy material, tax returns and required
reports to the Funds shareholders and the Securities and Exchange
Commission and other appropriate federal or state regulatory
authorities.
d UBS Global Americas will provide the Trust and the Fund with, or
obtain for it, adequate office space and all necessary office
equipment and services, including telephone service, heat, utilities,
stationery supplies and similar items.
e UBS Global Americas will provide the Board on a regular basis
with economic and investment analyses and reports and make available
to the Board upon request any economic, statistical and investment
services normally available to institutional or other customers of
UBS Global Americas.
32. Further Duties. In all matters relating to the performance of this
Contract, UBS Global Americas will act in conformity with the Trust
Instrument, By-Laws and Registration Statement of the Trust and with
the instructions and directions of the Board and will comply with
the requirements of the 1940 Act, the rules thereunder, and all
other applicable federal and state laws and regulations.
33. Delegation of UBS Global Americas Duties as Investment Adviser
and Administrator. UBS Global Americas may enter into one or more
contracts Sub-Advisory or Sub-Administration Contract with a
sub-adviser or sub-administrator in which UBS delegates to such
sub-adviser or sub-administrator any or all its duties specified
in Paragraphs 2 and 3 of this Contract, provided that each Sub-Advisory
or Sub-Administration Contract imposes on the sub-adviser or
sub-administrator bound thereby all applicable duties and conditions
to which UBS Global Americas is subject by Paragraphs 2, 3 and 4
of this Contract, and further provided that each Sub-Advisory or
Sub-Administration Contract meets all requirements of the 1940 Act
and rules thereunder.
34. Services Not Exclusive. The services furnished by UBS Global Americas
hereunder are not to be deemed exclusive and UBS Global Americas 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 Global Americas who may also be a Trustee,
officer or employee of 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 nature or
a dissimilar nature.
35. Expenses.
a UBS Global Americas will bear all expenses incurred in the operation
of the Fund, including the Funds allocable share of the expenses
of the Trust, other than i the investment advisory and administration
fee payable under this Contract, ii the fees payable pursuant to any
Shareholder Service Plan adopted by the Trust with respect to the Fund
or a class of shares of the Fund, iii fees and expenses of the
Independent Trustees defined in paragraph 10a below, including
counsel fees of the Independent Trustees, iv interest, taxes and the
cost including brokerage commissions and other transaction costs, if any
of securities purchased or sold by the Fund and any losses incurred in
connection therewith and v extraordinary expenses such as costs of
litigation to which the Trust or the Fund is a party and of
indemnifying officers and Trustees of the Trust, which will be
borne by the Trust or the Fund, as applicable.
b The expenses to be borne by UBS Global Americas include the
following or the Funds proportionate share of the following:
i expenses of organizing the Trust and the Fund ii filing
fees and expenses relating to the registration and qualification of
the Funds shares and the Trust under federal and/or state securities
laws and maintaining such registration and qualifications iii fees
and salaries payable to the Trusts Trustees and officers except as
otherwise provided herein iv all expenses incurred in connection
with the services of Trustees other than the Independent Trustees,
including travel expenses v costs of any liability, uncollectible
items of deposit and other insurance and fidelity bonds vi legal,
accounting and auditing expenses, other than the legal fees of special
counsel for the Independent Trustees vii charges of custodians,
transfer agents and other agents including any lending agent viii
costs of preparing share certificates ix expenses of setting in
type and printing prospectuses and supplements thereto, statements of
additional information and supplements thereto, reports and proxy
materials for existing shareholders x costs of mailing prospectuses
and supplements thereto, statements of additional information and
supplements thereto, reports and proxy materials to existing
shareholders xi fees, voluntary assessments and other expenses
incurred in connection with membership in investment company
organizations xii the cost of mailing and tabulating proxies
and costs of meetings of shareholders, the Board and any
committees thereof xii the cost of investment company
literature and other publications provided by the Trust to its
Trustees and officers xiii costs of mailing, stationery
and communications equipment xiv expenses incident to any dividend,
withdrawal or redemption options xv charges and expenses of any
outside pricing service used to value portfolio securities and xvi
interest on borrowings of the Fund.
c The payment or assumption by UBS Global Americas of any expense
of the Trust or the Fund that UBS Global Americas is not required by
this Contract to pay or assume shall not obligate UBS Global
Americas to pay or assume the same or any similar expense of the
Trust or the Fund on any subsequent occasion.
36. Compensation.
a For the services provided and the expenses assumed pursuant
to this Contract, with respect to the Fund, the Trust will pay to
UBS Global Americas a fee, computed daily and paid monthly, at an
annual rate of 0.18% of such Funds average daily net assets, less
the Funds allocable share of the accrued fees and expenses of
the Independent Trustees including counsel fees of the Independent
Trustees.
b The fee shall be computed daily and paid monthly to UBS Global
Americas on or before the first business day of the next succeeding
calendar month.
c If this Contract becomes effective or terminates before the end of
any month, the fee for the period from the effective day to the end
of the month or from the beginning of such month to the date of
termination, as the case may be, shall be prorated according to the
proportion which such period bears to the full month in which such
effectiveness or termination occurs.
37. Limitation of Liability of UBS Global Americas. UBS Global
Americas and its delegates, including any Sub-Adviser or
Sub-Administrator to the Fund or the Trust, shall not be liable for
any error of judgment or mistake of law or for any loss suffered by
the Fund, the Trust or any of its shareholders, in connection with
the matters to which this Contract relates, except to the extent that
such a loss results 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 and duties under this Contract.
Any person, even though also an officer, director, employee, or agent
of UBS Global Americas, who may be or become an officer, Trustee,
employee or agent of the Trust shall be deemed, when rendering services
to the Fund or the Trust or acting with respect to any business of the
Fund or the Trust, to be rendering such service to or acting solely for
the Fund or the Trust and not as an officer, director, employee, or
agent or one under the control or direction of UBS Global Americas even
though paid by it.
38. Duration and Termination.
a This Contract shall become effective upon the date hereabove
written provided that this Contract shall not take effect unless it
has first been approved i by a vote of a majority of those Trustees
of the Trust who are not parties to this Contract or interested persons
of any such party Independent Trustees cast in person at a meeting
called for the purpose of voting on such approval, and ii by vote of
a majority of the Funds outstanding voting securities.
b Unless sooner terminated as provided herein, 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 or by vote of a majority of the
outstanding voting securities of the Fund.
c Notwithstanding the foregoing, with respect to the Fund this
Contract may be terminated at any time, without the payment of
any penalty, by vote of the Board or by a vote of a majority of
the outstanding voting securities of the Fund on sixty days written
notice to UBS Global Americas or by UBS Global Americas at any time,
without the payment of any penalty, on sixty days written notice
to the Trust. This Contract will automatically terminate in the event
of its assignment.
39. Limitation of Liability of the Trustees, Officers and Shareholders
of the Trust. The Trustees and officers of the Trust and the
shareholders of any series thereof, including the Fund, shall not
be liable for any obligations of any series or the Trust under this
Contract, and UBS Global Americas agrees that, in asserting any
rights or claims under this Contract, it shall look only to the assets
and property of the Trust in settlement of such right or claim, and
not to such Trustees, officers or shareholders.
40. 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
material amendment of this Contract shall be effective until
approved by vote of a majority of the Funds outstanding voting
securities.
41. Governing Law. This Contract shall be construed in accordance
with the laws of the State of Delaware, without giving effect to
the conflicts of laws principles thereof, and in accordance with
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.
42. 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,
affiliated person, interested person, assignment, broker,
investment adviser,national securities exchange, net assets,
prospectus, sale, sell and security shall have the same
meaning as such terms have in the 1940 Act and the rules and
regulations thereunder, subject to such exemptions as may be
granted by the Securities and Exchange Commission. Where the effect
of a requirement of the 1940 Act reflected in any provision of this
Contract is relaxed by a rule, regulation, order or other action of
the Securities and Exchange Commission, whether of special or general
application, such provision shall be deemed to incorporate the effect
of such rule, regulation, order or other action.
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed by their officers and delivered as of the day
and year first above written.
Attest: /s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: VP & Asst. Secretary
UBS MONEY SERIES
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: VP & Treasurer
Attest: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Director and Assoc. GC
UBS GLOBAL ASSET MANAGEMENT AMERICAS INC.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Executive Director & Sr. Assoc. Gen. Counsel
UBS MONEY SERIES - ANNUAL
