EXHIBIT NO. EX-99.h.1.a
ADMINISTRATION CONTRACT
Contract made as of April 30, 2006, between SMA RELATIONSHIP
TRUST, a Delaware statutory trust ("Trust"), and UBS GLOBAL ASSET MANAGEMENT
(AMERICAS) INC. ("UBS Global AM"), a Delaware corporation registered as an
investment adviser under the Investment Advisers Act of 1940, as amended, and as
a broker-dealer under the Securities Exchange Act of 1934, as amended ("1934
Act").
WHEREAS, the Trust is registered under the Investment Company Act
of 1940, as amended ("1940 Act"), as an open-end management investment company,
and currently has multiple distinct series of shares of beneficial interest,
which correspond to distinct portfolios and have been designated as the funds
listed on Exhibit A, as it may be amended from time to time (each a "Fund" and,
collectively, "Funds"); and
WHEREAS, the Trust desires to retain UBS Global AM as
administrator to furnish certain administrative services to the Trust with
respect to the Funds, and UBS Global AM 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 AM as
administrator of the Trust and each Fund for the period and on the terms set
forth in this Contract. UBS Global AM accepts such appointment and agrees to
render the services herein set forth.
2. Duties as Administrator. UBS Global AM shall furnish, at its
own expense, the executive, supervisory and clerical personnel necessary in
order to administer the affairs of the Trust and each Fund subject to the
supervision of the Trust's Board of Trustees ("Board"). In carrying out the
terms of this Contract, UBS Global AM shall:
(a) provide office space, equipment and facilities (which may
include UBS Global AM's or its affiliates) for maintaining the Trust's
organization, for meetings of the Trust's Board and shareholders, and for
performing administrative services hereunder;
(b) supervise and manage all aspects of the Funds' operations
(other than investment advisory activities), assist in the selection of
and supervise relations with, and monitor the performance of, custodians,
depositories, transfer and pricing agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary and desirable by the Board;
(c) provide certain internal clerical and legal services, and
stationery and office supplies;
(d) provide accounting services, including:
1) determining and arranging for the publication of the net
asset value of each Fund;
2) preparing financial information for presentation to the
Trust's Board;
3) preparing and monitoring the Trust's annual expense budget,
and establishing daily accruals;
4) calculating contractual expenses and coordinating payment
of Fund expenses;
5) calculating periodic dividend rates to be declared in
accordance with guidelines and supervising the Trust's transfer agent
with respect to the payment of dividends and other distributions to
shareholders;
6) calculating total return (and, if applicable, yield)
information as described in the current prospectuses and statement of
additional information;
7) coordinating audit packages for use by independent public
accountants;
8) responding to regulatory audits;
(e) provide non-investment related statistical and research data
and such other reports, evaluations and information as the Funds may
request from time to time;
(f) monitor each Fund's compliance with the current registration
statement, the 1940 Act, the Internal Revenue Code and other applicable
laws and regulations;
(g) prepare, to the extent requested by the Trust, and coordinate
with Trust's counsel, prospectuses, statements of additional information,
registration statements, proxy statements and annual and semi-annual
reports to shareholders;
(h) arrange for the printing and mailing of an annual list of
shareholders, proxy statements and other reports or other materials
provided to the Funds' shareholders;
(i) supervise and facilitate the solicitation of proxies solicited
by the Trust for all shareholder meetings, including the tabulation
process for shareholder meetings;
(j) support outside auditors in preparing and filing all the
Funds' federal and state tax returns and required tax filings;
(k) prepare periodic reports to and filings with the Securities
and Exchange Commission (the "SEC") and state Blue Sky authorities with
the advice of the Funds' counsel;
(l) maintain the Trust's existence, and during such times as the
shares of the Funds are publicly offered, maintain the registration and
qualification of the Funds' shares under federal and state law;
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(m) coordinate the Trust's board meeting schedule, initiate the
agenda and coordinate production of board meeting materials;
(n) provide individuals acceptable to the Trustees for nomination,
appointment, or election as officers of the Trust, who will be
responsible for the management of certain of the Trust's affairs as
determined by the Trustees;
(o) keep and maintain the financial accounts and records of the
Funds;
(p) analyze and propose changes to shareholder services designed
to enhance the value or convenience of the Funds as an investment
vehicle;
(q) obtain and keep in effect fidelity bonds and directors and
officers/errors and omissions insurance policies for the Trust in
accordance with the requirements of Rules 17g-1 and 17d-1(7) under the
1940 Act as such bonds and policies are approved by the Trust's Board of
Trustees;
(r) provide the Board on a regular basis with reports and analyses
of each Fund's operations and the operations of comparable investment
companies; and
(s) take any other actions which appear to UBS Global AM and the
Board necessary to carry into effect the purposes of this Contract.
3. Further Duties. In all matters relating to the performance of
this Contract, UBS Global AM will act in conformity with the Agreement and
Declaration of Trust, 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.
4. Delegation of UBS Global AM's Duties as Administrator. With
respect to any or all Funds, UBS Global AM may enter into one or more contracts
("Sub-Administration Contract") with one or more sub-administrators in which UBS
Global AM delegates to such sub-administrators any or all of its duties
specified in Paragraph 2 of this Contract, provided that each Sub-Administration
Contract imposes on the sub-administrator bound thereby all the corresponding
duties and conditions to which UBS Global AM is subject by Paragraph 2 of this
Contract and all the duties and conditions of Paragraph 3 of this Contract.
5. 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 or unless otherwise agreed to by the parties hereunder
in writing. 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 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.
6. Compensation. UBS Global AM shall not receive a fee for the
services to be rendered under this Contract.
7. Limitation of Liability of UBS Global AM. UBS Global AM shall
not be liable for any error of judgment or mistake of law or for any loss
suffered by any
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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
negligence, 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 AM, who may be or become an
officer, Trustee, employee or agent of the Trust shall be deemed, when rendering
services to any Fund or the Trust or acting with respect to any business of such
Fund or the Trust, to be rendering such services 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 AM even though paid by it.
8. Limitation of Liability of the Trustees and Shareholders of the
Trust. No Trustee, shareholder, officer, employee or agent of any Fund shall be
liable for any obligations of any Fund or the Trust 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 in settlement of such
right or claim, and not to any Trustee, shareholder, officer, employee or agent.
Moreover, this Contract shall be deemed to create a separate agreement with the
Trust acting on behalf of its respective series listed on Exhibit A hereto, as
though the Trust had separately executed an identical agreement for all of its
respective series. For each reference in this Agreement to Trust shall be deemed
a reference solely to the particular series to which the provision relates. In
no circumstances shall the rights, obligations or remedies with respect to a
particular series constitute a right, obligation or remedy applicable to any
other series.
9. Confidentiality. UBS Global AM shall have the right to use any
list of shareholders of the Fund 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. UBS Global AM agrees on behalf of itself and
its employees to treat confidentially all records and other information relative
to the Trust and the Funds and its prior, present or potential shareholders. In
accordance with Section 248.11 of Regulation S-P (17 CFR 248.1-248.30) ("Reg
S-P"), UBS Global AM will not directly, or indirectly through an affiliate,
disclose any non-public personal information, as defined in Reg S-P, received
from the Fund to any person that is not affiliated with the Fund or with UBS
Global AM and provided that any such information disclosed to an affiliate of
UBS Global AM shall be under the same limitations of non-disclosure.
10. Equipment Failures. In the event of equipment failures beyond
UBS Global AM's control, UBS Global AM shall, at no additional expense to the
Trust, take reasonable steps to minimize service interruptions but shall have no
liability with respect thereto. UBS Global AM shall develop and maintain a plan
for recovery from equipment failures which may include contractual arrangements
with appropriate parties making reasonable provision for emergency use of
electronic data processing equipment to the extent appropriate equipment is
available.
11. Certain Records. UBS Global AM shall maintain customary
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by UBS Global AM on
behalf of the Trust shall be prepared and maintained at the expense of UBS
Global AM, but shall be the property of the Trust and will be made available to
or surrendered promptly to the Trust on request.
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In case of any request or demand for the inspection of such
records by another party, UBS Global AM shall notify the Trust and follow the
Trust's instructions as to permitting or refusing such inspection; provided that
UBS Global AM may exhibit such records to any person in any case where it is
advised by its counsel that it may be held liable for failure to do so, unless
(in cases involving potential exposure only to civil liability) the Trust has
agreed to indemnify UBS Global AM against such liability.
12. Termination. This Contract shall become effective upon the
date hereinabove written and may be terminated at any time, with respect to any
Fund without the payment of any penalty, by vote of the Board or by vote of a
majority of a Fund's outstanding voting securities or 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. Termination of this
Contract with respect to any given Fund shall in no way affect the continued
validity of this Contract or the performance thereunder with respect to any
other Fund.
13. 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.
14. 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 8 above will be construed in accordance with the laws of
the State of Delaware. To the extent that the applicable laws of the State of
New York or the State of Delaware conflict with the applicable provisions of the
1940 Act, the latter shall control.
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. As used in this Contract,
the terms "interested person," "investment adviser," "majority of outstanding
voting securities" and "prospectus," shall have the same meaning as such terms
have in the 1940 Act, subject to such exemption as may be granted by the
Securities and Exchange Commission by any rule, regulation or order. Where the
effect of a requirement of the 1940 Act reflected in any provision of this
contract is relaxed by a rule, regulation or order 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 or order.
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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.
UBS GLOBAL ASSET UBS GLOBAL ASSET
MANAGEMENT (AMERICAS) INC. MANAGEMENT (AMERICAS) INC.
By: By:
Name: Name:
Title: Title:
SMA RELATIONSHIP TRUST SMA RELATIONSHIP TRUST
By: By:
Name: Name:
Title: Title:
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EXHIBIT A
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1. Series M
2. Series T
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