Exhibit No. EX-99.e.1
SMA RELATIONSHIP TRUST
PRINCIPAL UNDERWRITING CONTRACT
CONTRACT made as of ______________, 200_, between SMA RELATIONSHIP TRUST, a
Delaware statutory trust ("Trust"), and UBS GLOBAL ASSET MANAGEMENT (US) INC., a
Delaware corporation ("UBS Global AM").
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
distinct series of shares of beneficial interest (each a "Fund" and,
collectively, "Funds"), which correspond to distinct portfolios and for which
the Trust's board of trustees ("Board") may have established one or more classes
of shares of beneficial interest ("Shares"); and
WHEREAS the Trust desires to retain UBS Global AM as principal underwriter
in connection with the offering and sale of the Shares of the above-referenced
Funds and of such other Funds as may hereafter be designated by the Board and
that may have one or more classes of Shares established and for which separate
Plans pursuant to Rule 12b-1 under the 1940 Act may be adopted (each a "Plan");
and
WHEREAS UBS Global AM is willing to act as principal underwriter of the
Shares of each such Fund on the terms and conditions hereinafter set forth;
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 AM as its exclusive
agent to be the principal underwriter to sell and to arrange for the sale of the
Shares on the terms and for the period set forth in this Contract. UBS Global AM
hereby accepts such appointment and agrees to act hereunder.
2. Services and Duties of UBS Global AM.
(a) UBS Global AM agrees to sell Shares on a best efforts basis from time
to time during the term of this Contract as agent for the Trust and upon the
terms described in the Registration Statement. As used in this Contract, the
term "Registration Statement" shall mean the currently effective registration
statement of the Trust, and any supplements thereto, under the Securities Act of
1933, as amended ("1933 Act"), and the 1940 Act.
(b) Upon the later of the date of this Contract or the initial offering of
Shares to the public by a Fund, UBS Global AM will hold itself available to
receive purchase orders, satisfactory to UBS Global AM, for Shares of that Fund
and will accept such orders on behalf of the Trust as of the time of receipt of
such orders and promptly transmit such orders as are accepted to the Trust's
transfer agent. Purchase orders shall be deemed effective at the time and in the
manner set forth in the Registration Statement.
(c) UBS Global AM in its discretion may enter into agreements to sell
Shares to such registered and qualified retail dealers, as it may select. In
making agreements with such dealers, UBS Global AM shall act only as principal
and not as agent for the Trust.
(d) The offering price of the Shares shall be the net asset value per share
as next determined by the Trust following receipt of an order at UBS Global AM's
principal office plus the applicable initial sales charge, if any, computed as
set forth in the Registration Statement. The Trust shall promptly furnish UBS
Global AM with a statement of each computation of net asset value.
(e) UBS Global AM shall not be obligated to sell any certain number of
Shares.
(f) To facilitate redemption of Shares by shareholders directly or through
dealers, UBS Global AM is authorized, but not required, on behalf of the Trust,
to repurchase Shares presented to it by shareholders and dealers at the price
determined in accordance with, and in the manner set forth in, the Registration
Statement. Such price shall reflect the subtraction of the contingent deferred
sales charge, if any, computed in accordance with and in the manner set forth in
the Registration Statement.
(g) UBS Global AM shall provide ongoing shareholder services, which include
responding to shareholder inquiries, providing shareholders with information on
their investments in the Shares and any other services now or hereafter deemed
to be appropriate activities for the payment of "service fees" under Rule 2830
of the Conduct Rules of the National Association of Securities Dealers, Inc.
("NASD") (collectively, "service activities").
(h) UBS Global AM shall have the right to use any list of shareholders of
the Trust or any other list of investors which it obtains in connection with its
provision of services under this Contract; provided, however, that UBS Global AM
shall not sell or knowingly provide such list or lists to any unaffiliated
person.
3. Authorization to Enter into Dealer Agreements and to Delegate Duties as
Principal Underwriter. With respect to the Shares of any or all Funds, UBS
Global AM may enter into dealer agreements with any registered and qualified
dealer with respect to sales of Shares or the provision of service activities.
In a separate contract or as part of any such dealer agreement, UBS Global AM
also may delegate to any registered and qualified dealer any or all of its
duties specified in this Contract, provided that such separate contract or
dealer agreement imposes on the counterparty bound thereby all applicable duties
and conditions to which UBS Global AM is subject under this Contract.
4. Services Not Exclusive. The services furnished by UBS Global AM
hereunder are not to be deemed exclusive and UBS Global AM 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 AM, who may also be a
Board member, 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 or a dissimilar nature.
5. Compensation. UBS Global AM shall not receive a fee from the Trust for
the services to be rendered under this Contract.
6. Duties of the Trust.
(a) The Trust reserves the right at any time to withdraw offering any class
or classes of Shares of any or all Funds by written notice to UBS Global AM at
its principal office.
(b) The Trust shall keep UBS Global AM fully informed of its affairs and
shall make available to UBS Global AM copies of all information, financial
statements, and other documents which UBS Global AM may reasonably request for
use in connection with the distribution of Shares, including, without
limitation, certified copies of any financial statements prepared for the Trust
by its independent public accountant and such reasonable number of copies of the
most current prospectus, statement of additional information, and annual and
interim reports of any Fund as UBS Global AM may request, and the Trust shall
cooperate fully in the efforts of UBS Global AM to sell and arrange for the sale
of the Shares of the Funds and in the performance of UBS Global AM under this
Contract.
(c) The Trust shall take, from time to time, all necessary action,
including payment of the related filing fee, as may be necessary to register its
Shares under the 1933 Act to the end that there will be available for sale such
number of Shares as UBS Global AM may be expected to sell. The Trust agrees to
file, from time to time, such amendments, reports, and other documents as may be
necessary in order that there will be no untrue statement of a material fact in
the Registration Statement, nor any omission of a material fact which omission
would make the statements therein misleading.
(d) The Trust shall use its best efforts to qualify and maintain the
qualification of an appropriate number of Shares of each Fund for sale under the
securities laws of such states or other jurisdictions as UBS Global AM and the
Trust may approve, provided that the Trust shall not be required to amend its
Agreement and Declaration of Trust or By-Laws to comply with the laws of any
jurisdiction, to maintain an office in any jurisdiction, to change the terms of
the offering of the Shares in any jurisdiction from the terms set forth in its
Registration Statement, to qualify as a foreign corporation in any jurisdiction,
or to consent to service of process in any jurisdiction other than with respect
to claims arising out of the offering of the Shares. UBS Global AM shall furnish
such information and other material relating to its affairs and activities as
may be required by the Trust in connection with such qualifications.
7. Expenses. During the term of this Contract, each Fund will bear all
expenses, not specifically assumed by UBS Global AM, incurred it its operations
and the offering of its shares.
8. Indemnification.
(a) The Trust agrees to indemnify, defend and hold UBS Global AM, its
officers and directors, and any person who controls UBS Global AM within the
meaning of Section 15 of the 1933 Act, free and harmless from and against any
and all claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities and any counsel
fees incurred in connection therewith) which UBS Global AM, its officers,
directors or any such controlling person may incur under the 1933 Act, or under
common law or otherwise, arising out of or based upon any alleged untrue
statement of a material fact contained in the Registration Statement or arising
out of or based upon any alleged omission to state a material fact required to
be stated in the Registration Statement or necessary to make the statements
therein not misleading, except insofar as such claims, demands, liabilities or
expenses arise out of or are based upon any such untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with information furnished in writing by UBS Global AM to the Trust for use in
the Registration Statement; provided, however, that this indemnity agreement
shall not inure to the benefit of any person who is also an officer or Board
member of the Trust or who controls the Trust within the meaning of Section 15
of the 1933 Act, unless a court of competent jurisdiction shall determine, or it
shall have been determined by controlling precedent, that such result would not
be against public policy as expressed in the 1933 Act; and further provided,
that in no event shall anything contained herein be so construed as to protect
UBS Global AM against any liability to the Trust or to the shareholders of any
Fund to which UBS Global AM would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations under this Contract. The
Trust shall not be liable to UBS Global AM under this indemnity agreement with
respect to any claim made against UBS Global AM or any person indemnified unless
UBS Global AM or other such person shall have notified the Trust in writing of
the claim within a reasonable time after the summons or other first written
notification giving information of the nature of the claim shall have been
served upon UBS Global AM or such other person (or after UBS Global AM or the
person shall have received notice of service on any designated agent). However,
failure to notify the Trust of any claim shall not relieve the Trust from any
liability which it may have to UBS Global AM or any person against whom such
action is brought otherwise than on account of this indemnity agreement. The
Trust shall be entitled to participate at its own expense in the defense or, if
it so elects, to assume the defense of any suit brought to enforce any claims
subject to this indemnity agreement. If the Trust elects to assume the defense
of any such claim, the defense shall be conducted by counsel chosen by the Trust
and satisfactory to indemnified defendants in the suit whose approval shall not
be unreasonably withheld. In the event that the Trust elects to assume the
defense of any suit and retain counsel, the indemnified defendants shall bear
the fees and expenses of any additional counsel retained by them. If the Trust
does not elect to assume the defense of a suit, it will reimburse the
indemnified defendants for the reasonable fees and expenses of any counsel
retained by the indemnified defendants. The Trust agrees to notify UBS Global AM
promptly of the commencement of any litigation or proceedings against it or any
of its officers or Board members in connection with the issuance or sale of any
of its Shares.
(b) UBS Global AM agrees to indemnify, defend, and hold the Trust, its
officers and Board members and any person who controls the Trust within the
meaning of Section 15 of the 1933 Act, free and harmless from and against any
and all claims, demands, liabilities and expenses (including the cost of
investigating or defending against such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which the Trust, its Board
members or officers, or any such controlling person may incur under the 1933 Act
or under common law or otherwise arising out of or based upon any alleged untrue
statement of a material fact contained in information furnished by UBS Global AM
to the Trust for use in the Registration Statement, arising out of or based upon
any alleged omission to state a material fact in connection with such
information required to be stated in the Registration Statement necessary to
make such information not misleading, or arising out of any agreement between
UBS Global AM and any retail dealer, or arising out of any supplemental sales
literature or advertising used by UBS Global AM in connection with its duties
under this Contract. UBS Global AM shall be entitled to participate, at its own
expense, in the defense or, if it so elects, to assume the defense of any suit
brought to enforce the claim, but if UBS Global AM elects to assume the defense,
the defense shall be conducted by counsel chosen by UBS Global AM and
satisfactory to the indemnified defendants whose approval shall not be
unreasonably withheld. In the event that UBS Global AM elects to assume the
defense of any suit and retain counsel, the defendants in the suit shall bear
the fees and expenses of any additional counsel retained by them. If UBS Global
AM does not elect to assume the defense of any suit, it will reimburse the
indemnified defendants in the suit for the reasonable fees and expenses of any
counsel retained by them.
9. Services Provided to the Trust by Employees of UBS Global AM. Any
person, even though also an officer, director, employee or agent of UBS Global
AM, who may be or become an officer, Board member, employee or agent of the
Trust, shall be deemed, when rendering services to the Trust or acting in any
business of the Trust, to be rendering such services to or acting solely for the
Trust and not as an officer, director, employee or agent or one under the
control or direction of UBS Global AM even though paid by UBS Global AM.
10. Duration and Termination.
(a) This Contract shall become effective upon the date written above,
provided that, with respect to any class of Shares of a Fund, this Contract
shall not take effect unless such action has first been approved by vote of a
majority of the Board and by vote of a majority of those Board members who are
not interested persons of the Trust and, for a class of Shares for which a Plan
has been adopted, also have no direct or indirect financial interest in the
operation of the Plan or in any agreements related thereto (all such Board
members collectively being referred to herein as the "Independent Board
Members"), cast in person at a meeting called for the purpose of voting on such
action.
(b) Unless sooner terminated as provided herein, this Contract shall
continue in effect for two years from the above written date. Thereafter, if not
terminated, 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 Board Members,
cast in person at a meeting called for the purpose of voting on such approval,
and (ii) by the Board or with respect to a class of Shares of any given Fund by
vote of a majority of the outstanding voting securities of that class of Shares
of such Fund.
(c) Notwithstanding the foregoing, with respect to a class of Shares of a
Fund, this Contract may be terminated at any time, without the payment of any
penalty, by vote of the Board, by vote of a majority of the Independent Board
Members or by vote of a majority of the outstanding voting securities of that
class of Shares of the Fund on sixty days' written notice to UBS Global AM or by
UBS Global AM at any time, without the payment of any penalty, on sixty days'
written notice to the Trust or such Fund. This Contract will automatically
terminate in the event of its assignment.
(d) Termination of this Contract with respect to a class of Shares of any
given Fund shall in no way affect the continued validity of this Contract or the
performance thereunder with respect to any other classes of Shares of that Fund
or any classes of Shares of any other Fund.
11. 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.
12. Notice. Any notice required or permitted to be given by either party to
the other shall be deemed sufficient upon receipt in writing at the other
party's principal offices.
13. Governing Law. This Contract shall be construed in accordance with the
laws of the State of New York, without giving effect to the conflicts of laws
principles thereof, and in accordance with the 1940 Act, provided however that
Section 15 below will be construed in accordance with the laws of the State of
Delaware. 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. As used in this Contract, the terms "majority of the outstanding voting
securities," "interested person" and "assignment" shall have the same meaning as
such terms have in the 1940 Act, subject to any exemption or interpretation as
may be issued by the Commission by any rule, regulation or order or contained in
any no-action or interpretive positions taken by the Commission staff. Where the
effect of a requirement of the 1940 Act reflected in any provision of this
Contract is revised by a rule, regulation, order or interpretation of the
Commission or the Commission staff, whether of special or general application,
such provision shall be deemed to incorporate the effect of such rule,
regulation, order or interpretation.
14. Limitation of Liability of the Board Members and Shareholders of the
Trust. The Board members and the shareholders of the Trust shall not be liable
for any obligations of the Trust or any Fund under this Contract, and UBS Global
AM agrees that, in asserting any rights or claims under this Contract, it shall
look only to the assets and property of the Trust or the particular Fund in
settlement of such right or claims, and not to such Board members or
shareholders.
15. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
SMA RELATIONSHIP TRUST SMA RELATIONSHIP TRUST
By: _____________________ By: ______________________
Name: Name:
Title: Title:
UBS GLOBAL ASSET MANAGEMENT UBS GLOBAL ASSET MANAGEMENT
(US) INC. (US) INC.
By: _____________________ By: ______________________
Name: Name:
Title: Title:
