EXHIBIT 4(c)
UBS CASHFUND INC.
SUB-ADMINISTRATION CONTRACT
Agreement made as of March 1, 2004, between UBS Financial Services Inc.
("UBS Financial Services") and UBS Global Asset Management (US) Inc. ("UBS
Global AM"), each being a Delaware corporation.
WHEREAS, UBS Financial Services has entered into an Investment Advisory and
Administration Contract dated May 9, 2001 ("Advisory Contract") with UBS
Cashfund Inc. ("Fund"), an open-end management investment company registered
under the Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, under the Advisory Contract UBS Financial Services has agreed to
provide certain administrative services to the Fund; and
WHEREAS, UBS Financial Services wishes to retain UBS Global AM as a
sub-administrator to provide such administrative services to UBS Financial
Services and the Fund, and UBS Global AM is willing to render such services as
described herein upon the terms set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties as follows:
1. APPOINTMENT. UBS Financial Services hereby appoints UBS Global AM as
sub-administrator, and UBS Global AM accepts such appointment and agrees that it
will furnish the services set forth in paragraph 2 below.
2. SERVICES AND DUTIES OF UBS GLOBAL AM. UBS Global AM will assist in
administering the affairs of the Fund, subject to the supervision of the Fund's
Board of Directors ("Board") and UBS Financial Services, and further subject to
the following understandings:
(a) UBS Global AM will supervise all aspects of the operation of the Fund
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 affairs of the Fund.
(b) In all matters relating to the performance of this Contract, UBS
Global AM will act in conformity with the Fund's Articles of Incorporation,
By-Laws, and with the instructions and directions of the Fund's Board and UBS
Financial Services and will conform to and comply with the requirements of the
1940 Act, the rules thereunder, and all other applicable federal or state laws
and regulations.
(c) UBS Global AM will provide the Fund with such administrative and
clerical personnel (including officers of the Fund) as are reasonably deemed
necessary or advisable by the Board and UBS Financial Services, and UBS Global
AM will pay the salaries of all such personnel.
(d) UBS Global AM will provide the Fund with such administrative and
clerical services as are reasonably deemed necessary or advisable by the Board
and UBS Financial Services, including the maintenance of certain of the books
and records of the Fund.
(e) UBS Global AM will arrange, but not pay for, the periodic preparation,
updating, filing and dissemination (as applicable) of the Fund's Registration
Statement, proxy material, tax returns and reports to shareholders of the Fund
and the Securities and Exchange Commission. As used in this Contract, the term
"Registration Statement" shall mean the currently effective registration
statement of the Fund and any supplements thereto under the Securities Act of
1933, as amended, and 1940 Act.
(f) UBS Global AM will provide 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.
3. ADMINISTRATIVE DUTIES RETAINED BY UBS FINANCIAL SERVICES. UBS
Financial Services will continue to provide to the Fund the services described
in subparagraphs 3(f), 3(g) and 3(h) of the Advisory Contract.
4. 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.
5. 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.
6. 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.
7. COMPENSATION. For the services provided and expenses assumed pursuant
to this Contract, UBS Financial Services will pay UBS Global AM and UBS Global
AM will accept as full compensation a percentage of the fee received by UBS
Financial Services pursuant to the Advisory Contract, such percentage to be
equal to, on an annual basis, 0.02% of the Fund's average daily net assets, such
compensation to be paid monthly.
2
8. 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 the shareholders of the Fund 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.
9. DURATION AND TERMINATION. This Contract will become effective upon the
date hereabove written and shall continue in effect thereafter until terminated
by UBS Financial Services, UBS Global AM, or the Fund upon 60 days' written
notice to the others. This Contract will terminate automatically upon any
termination of the Advisory Contract between UBS Financial Services and the
Fund.
10. 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.
11. 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, or 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.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated as of the day and year first above
written.
Attest: UBS Financial Services Inc.
/s/ Xxxxx X. Xxxxxx By: /s/ Xxx Xxxxx
---------------------------------- ----------------------------------
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
---------------------------------- ----------------------------------
Name: Xxxxx X. Xxxxxxxxxx Name: Xxxx Xxxxxxxx
Title: Executive Director Title: Executive Director
3
