For period ending March 31, 2004
Exhibit 77(Q)1 E
File number 8112802
UBS CASHFUND INC.
SUBADVISORY 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 brokerdealer 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 openend, 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 subadvisory
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 subadviser 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 Funds board
of directors, UBS Global AM will provide a continuous investment
program for the Funds 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 Funds investment objective,
policies and restrictions as stated in the Funds 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 Funds
securities transactions and will furnish the Funds board of directors
such periodic and special reports as UBS Financial Services or the Funds
board may request.
3. Services Not Exclusive. UBS Global AMs 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 AMs services under this Contract are not impaired
thereby.
4. Books and Records. In compliance with the requirements of
Rule 31a3 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 Funds request.
UBS Global AM agrees to maintain for the Fund the records the Fund is
required to maintain under Rule 31a1(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 31a1(b)(5),
(6), (9) and (10), and to preserve for the periods prescribed by Rule 31a2
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 Funds
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 specifically
approved at least annually (a) by a vote of a majority of those members of
the Funds 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 Funds 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 Funds 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 Funds 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 Xxxxxx
Executive Vice President
By: /s/ Xxx Xxxxx
Executive Vice President
Attest:
UBS Global Asset Management (US) Inc.
/s/ Xxxxx X. Xxxxxxxxxx
Executive Director
By: /s/ Xxxx X. Xxxxxxxx
Executive Director
