For period ending June 30, 2006
UBS Municipal Money Market Series
RMA New Jersey
File number 811-6173
Exhibit 77Q1
UBS MUNICIPAL MONEY MARKET SERIES
SUB-ADVISORY AND SUB-ADMINISTRATION AGREEMENT
Contract made as of April 1, 2006, 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 (AMERICAS)
INC. ( UBS Global Americas ), a Delaware corporation registered as an
investment adviser under the Advisers Act.
WHEREAS, UBS Financial Services has entered into an Investment Advisory
and Administration Contract dated April 13, 1995 ( Advisory Contract ) with
UBS Municipal Money Market Series ( Fund ), an open-end investment company
registered under the Investment Company Act of 1940, as amended ( 1940 Act ),
which offers for public sale distinct series of shares of beneficial interest
( Series ), each corresponding to a distinct portfolio; and
WHEREAS, under the Advisory Contract UBS Financial Services has agreed
to provide certain investment advisory and administrative services to the
Series as now exist and as hereafter may be established; and
WHEREAS, the Advisory Contract authorizes UBS Financial Services to
delegate certain of its duties as investment adviser and administrator under
the Advisory Contract to a sub-adviser or sub-administrator; and
WHEREAS, UBS Financial Services wishes to retain UBS Global Americas
as sub-adviser and sub-administrator to provide certain investment advisory
and administrative services to UBS Financial Services and each Series of the
Fund as listed in Schedule A to this agreement, as such schedule may be
revised from time to time, and UBS Global Americas 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 hereto as follows:
1. Appointment. UBS Financial Services hereby appoints UBS Global Americas
as its sub-adviser and sub-administrator with respect to each Series, and
UBS Global Americas accepts such appointment and agrees that it will furnish
the services set forth in Paragraph 2 below.
2. Services and Duties of UBS Global Americas.
a) Subject to the supervision of the Board of Trustees ( Board ) and UBS
Financial Services, UBS Global Americas will provide a continuous investment
program for each Series, including investment research and management with
respect to all securities, investments and cash equivalents held in the
portfolio of each Series. UBS Global Americas will determine from time to
time what investments will be purchased, retained or sold by each Series.
UBS Global Americas will be responsible for placing purchase and sale orders
for investments and for other related transactions. UBS Global Americas
will provide services under this agreement in accordance with the Series
investment objective, policies and restrictions as stated in the Series
Prospectuses.
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, effect securities transactions with brokers and dealers who
provide the Series with research, analysis, advice and similar services,
and UBS Global Americas may pay to those brokers and dealers, in return
for brokerage and research services and analysis, a higher commission than
may be charged by other brokers and dealers, 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 and its affiliates 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 such Series over the long term.
In no instance will portfolio securities be purchased from or sold to
UBS Financial Services, UBS Global Americas or any affiliated person thereof,
except in accordance with the federal securities laws and the rules and
regulations thereunder, or any applicable exemptive orders. 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 Fund recognizes that in some cases this procedure may adversely
affect the results obtained for a 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 UBS Financial
Services or 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 Fund are the property
of the Fund, agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act any records which it maintains for the Fund and which
are required to be maintained by Rule 31a-1 under the 1940 Act, and
further agrees to surrender promptly to the Fund any records which it
maintains for the Fund upon request by the Fund.
d) UBS Global Americas will oversee the computation of the net asset
value and net income of each Series as described in the currently effective
registration statement of the Fund under the Securities Act of 1933, as
amended, and 1940 Act and any supplements thereto ( Registration
Statement ) or as more frequently requested by the Board.
e) UBS Global Americas will assist in administering the affairs of the
Fund and each Series, subject to the supervision of the Board and UBS
Financial Services, and further subject to the following understandings:
(i) UBS Global Americas will supervise all aspects of the operation of the
Fund and each Series 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 and each Series.
(ii) UBS Global Americas will provide the Fund and each Series 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 Americas will pay the salaries of all such
personnel.
(iii) UBS Global Americas will provide the Fund and each Series 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 and each
Series.
(iv) UBS Global Americas will arrange, but not pay, for the periodic
preparation, updating, filing and dissemination (as applicable) of the
Funds Registration Statement, proxy material, tax returns and reports to
shareholders of each Series, the Securities and Exchange Commission
and other appropriate federal or state regulatory authorities.
(v) UBS Global Americas will provide the Fund 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.
3. Duties Retained by UBS Financial Services. UBS Financial Services
will continue to provide to the Board and each Series the services
described in subparagraph 3(e) of the Advisory Contract.
4. Further Duties. In all matters relating to the performance of this
Contract, UBS Global Americas will act in conformity with the Funds
Declaration of Trust, By-Laws and Registration Statement of the Fund
and with the written instructions and directions of the Board and UBS
Financial Services, and will comply with the requirements of the 1940
Act, the Investment Advisers Act of 1940 ( Advisers Act ), the rules
thereunder, and all other applicable federal and state laws and
regulations.
5. 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 Fund, 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. Expenses. During the term of this Contract, UBS Global Americas
will pay all expenses incurred by it in connection with its services
under this Contract.
7. Compensation. For the services provided and expenses assumed by UBS
Global Americas pursuant to this Contract with respect to each Series,
UBS Financial Services will pay to UBS Global Americas a percentage
of the fee received by UBS Financial Services pursuant to the Advisory
Contract with respect to such Series, such percentage to be equal to,
on an annual basis, 0.08% of such Series average daily net assets, such
compensation to be paid monthly.
8. Limitation of Liability. UBS Global Americas and its delegates will
not be liable for any error of judgment or mistake of law or for any
loss suffered by UBS Financial Services or the Fund or the shareholders
of any Series 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 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 Fund, shall be deemed, when rendering services to any
Series of the Fund or acting with respect to any business of such
Series or the Fund, to be rendering such services to or acting solely
for the Series or the Fund 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.
9. Duration and Termination.
(a) This Contract will become effective upon the date first above 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 Fund 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.
(b) Unless sooner terminated as provided herein, this Contract will 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 Fund 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 by any party hereto at any time, without the payment of
any penalty, on sixty days written notice to the other party; this Contract
also 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 and UBS Financial Services. 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 terminate automatically in the event of its
assignment or upon termination of the Advisory Contract.
10. Amendment of this Agreement. 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.
11. 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 the 1940 Act, provided, however, that Section 12 will
be construed in accordance with the laws of the Commonwealth of Massachusetts.
To the extent that the applicable laws of the State of Delaware or the
Commonwealth of Massachusetts conflict with the applicable provisions of the
1940 Act, the latter shall control.
12. Limitation of Liability of the Trustees and Shareholders of the Trust.
No Trustee, shareholder, officer, employee or agent of any Series shall be
liable for any obligations of any Series or the Fund 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 Fund in
settlement of such right or claim, and not to such Trustee, shareholder,
officer, employee or agent. The Fund represents that a copy of its Declaration
of Trust is on file with the Secretary of the Commonwealth of
Massachusetts and the Boston City Clerk.
13. 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, net assets, sale, sell and security shall ave the same
meaning as such terms have in the 1940 Act, subject to such exemption as may
be granted by the SEC by any rule, regulation or order. Where the effect
of a requirement of the federal securities laws reflected in any provision
of this Agreement is affected by a rule, regulation or order of the SEC,
whether of special or general application, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed by their duly authorized signatories as of the date and
year first above written.
UBS FINANCIAL SERVICES INC.
Attest:/s/ Xxxxxx Xxxxx By:/s/ Xxxxxxx Xxxxxxx
Name: Xxxxxx Xxxxx Name: Xxxxxxx Xxxxxxx
Title: Executive Director Title: Managing Director & Head of ICS
UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.
Attest:/s/ Xxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxxx
Name: Xxxx Xxxxxxx Name: Xxxxx X. Xxxxxx
Title: Director & Assoc. Gen. Counsel Title: Executive Director & Sr. Assoc.
Gen. Counsel
