For period ending: December 31, 2002 Exhibit 99.77Q1(e)
File number: 811-9036
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 1st day of July, 2002, by and between UBS
Relationship Funds, a Delaware business trust (the "Trust") and UBS
Global Asset Management (Americas) Inc., a Delaware corporation
(the "Advisor").
WITNESSETH:
WHEREAS, the Trust is an investment company registered under the
Investment Company Act of 1940, as amended (the "Investment Company
Act"); and
WHEREAS, the Trust is authorized to issue separate series of shares
representing interests in separate investment portfolios (each referred to
as a "Portfolio" and collectively referred to as the "Portfolios"), which
Portfolios are identified on Schedule A attached hereto, and which Schedule
A may be amended from time to time by mutual agreement of the Trust and
the Advisor; and
WHEREAS, the Trust and the Advisor desire to enter into an agreement
pursuant to which the Advisor will provide investment advisory services
for each of the Portfolios of the Trust that are from time to time set forth
on Schedule A hereto, on the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally
bound, do hereby agree as follows:
1. Duties of the Advisor. The Trust hereby appoints the Advisor
to act as investment advisor to the Portfolios for the period and on such terms
set forth in this Agreement. The Trust employs the Advisor to manage the
investment and reinvestment of the assets of the Portfolios, to continuously
review, supervise and administer the investment program of the Portfolios, to
determine in its discretion the assets to be held uninvested, to provide the
Trust with records concerning the Advisor's activities which the Trust is
required to maintain, and to render regular reports to the Trust's officers and
Board of Trustees concerning the Advisor's discharge of the foregoing
responsibilities. The Advisor shall discharge the foregoing responsibilities
subject to the control of the officers and the Board of Trustees of the Trust,
and in compliance with the objectives, policies and limitations
set forth in the Trust's Prospectuses and Statement of
Additional Information. The Advisor accepts such employment
and agrees to render the services and to provide,
at its own expense, the office space, furnishings, equipment and the personnel
required by it to perform the services on the terms provided herein.
With respect to foreign securities, at its own expense, the Advisor may
obtain statistical and other factual information and advice regarding economic
factors and trends from its foreign subsidiaries, and may obtain investment
services from the investment advisory personnel of its
affiliates located throughout the world to the extent permitted
under interpretations of the federal securities laws.
2. Portfolio Transactions. The Advisor shall provide the Portfolios with
a trading department, and with respect to foreign securities, the Advisor is
authorized to utilize the trading departments of its foreign affiliates.
The Advisor shall select, and with
respect to its foreign affiliates or the use of any sub-advisors,
shall monitor the selection of, the brokers or dealers that will execute
the purchases and sales of securities for the Portfolios and is directed to use
its best efforts to ensure that the best available price and most favorable
execution of securities transactions for the Portfolios are obtained.
Subject to policies established by the Board of Trustees of the Trust and
communicated to the Advisor, it is understood that the Advisor will not be
deemed to have acted unlawfully, or to have breached a fiduciary duty to the
Trust or in respect of the Portfolios, or be in breach of any obligation
owing to the Trust or in respect of the Portfolios under
this Agreement, or otherwise, solely by reason of its having caused
a Portfolio to pay a member of a securities exchange, a broker or a
dealer a commission for effecting a securities
transaction for the Portfolio in excess of the amount of commission another
member of an exchange, broker or dealer would have charged if the Advisor
determines in good faith that the commission paid was reasonable in relation
to the brokerage or research services provided by such member, broker or
dealer, viewed in terms of that particular transaction or the Advisor's overall
responsibilities with respect to the Portfolio and to other funds
and advisory accounts for which the Advisor or any
Sub-Advisor, as defined in Section 7 hereof, exercises investment
discretion. The Advisor will promptly communicate to the officers
and Trustees of the Trust such information relating to the
Portfolio transactions as they may reasonably request.
3. Compensation of the Advisor. The Advisor shall
not receive a fee from the Trust or its Portfolios for the services
to be rendered by the Advisor.
4. Reports. The Portfolios and the Advisor agree to
furnish to each other such information regarding their operations
with regard to their affairs as each may reasonably request.
5. Status of Advisor. The services of the Advisor to the Portfolios
are not to be deemed exclusive, and the Advisor shall be free to render
similar services to others so long as its services to the Portfolios are not
impaired thereby.
6. Liability of Advisor. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard by the Advisor of its
obligations and duties hereunder, the Advisor shall not be subject to
any liability whatsoever to the Portfolios, or to any shareholder of the
Portfolios, for any error of judgment, mistake of law or any other act or
omission in the course of, or connected with, rendering services
hereunder including, without limitation, for any losses that may be
sustained in connection with the purchase, holding, redemption or sale
of any security on behalf of the Portfolios.
7. Delegation of Responsibilities to Sub-Advisors. The Advisor
may, at its expense, select and contract with one or more investment
advisors registered under the Investment Advisers Act of 1940
("Sub-Advisors") to perform some or all of the services for a Portfolios
for which it is responsible under this Agreement. The Advisor will
compensate any Sub-Advisor for its services to a Portfolio. The Advisor
may terminate the services of any Sub-Advisor at any time in its sole
discretion, and shall at such time assume the responsibility of such
Sub-Advisor unless and until a successor Sub-Advisor is selected
and the requisite approval of all of the Portfolio's shareholders is
obtained. The Advisor will continue to have responsibility for
all advisory services furnished by any Sub-Advisor.
8. Duration and Termination. This Agreement shall become
effective on July 1, 2002, provided that first it is approved by the Board
of Trustees of the Trust, including a majority of those Trustees
who are not parties to this Agreement or interested persons of any
party hereto, in the manner provided in Section 15(c) of the Investment
Company Act of 1940, as amended (the "1940 Act"), and by the holders
of a majority of the outstanding voting securities of a Portfolio; and
shall continue in effect until July 1, 2004. Thereafter, this
Agreement may continue in effect only if such continuance is approved at
least annually by: (i) the Trust's Board of Trustees; or (ii) by the vote of
a majority of the outstanding voting securities of the Portfolios; and in
either event by a vote of a majority of those Trustees of the Trust who are
not parties to this Agreement or interested persons of any such party
in the manner provided in Section 15(c) of the 1940 Act. This Agreement
may be terminated by the Trust at any time, without the payment of any
penalty, by the Board of Trustees of the Trust or by vote of the holders
of a majority of the outstanding voting securities of the Portfolio on 60 days'
written notice to the Advisor. This Agreement may be terminated by the
Advisor at any time, without the payment of any penalty, upon 60 days'
written notice to the Trust. This Agreement will automatically terminate
in the event of its assignment. Any notice under this Agreement shall be
given in writing, addressed and delivered or mailed postpaid, to the
other party at the principal office of such party. As used in this Section.
8, the terms "assignment,""interested person," and "a vote of a majority
of the outstanding voting securities" shall have the respective
meanings set forth in Section 2(a)(4), Section 2(a)(19)
and Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
9. Name of Advisor. The parties agree that the Advisor has a
proprietary interest in the name "UBS," and the Trust agrees to promptly
take such action as may be necessary to delete from its legal name and/or
the name of the Portfolio any reference to the name of the Advisor
promptly after receipt from the Advisor of a written request therefor.
10. Severability. If any provisions of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
11. Amendment of this Agreement. No provision of this Agreement 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 material
amendment of this Agreement shall be effective until approved by vote
of a majority of a Portfolio's outstanding voting securities.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of this 1st day of July, 2002.
UBS RELATIONSHIP FUNDS UBS RELATIONSHIP FUNDS
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxxxxx
Name: Xxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxxxx
Title: Treasurer and Principal
Accounting Officer Title: Vice President and
Assistant Secretary
UBS GLOBAL ASSET MANAGEMENT
(AMERICAS) INC. UBS GLOBAL ASSET MANAGEMENT
(AMERICAS) INC.
By: /s/ Xxxxxx X. Xxxxxxxxx By: /s/ Xxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx Name: Xxx X. Xxxxxxxx
Title: Executive Director and Title: Assistant Secretary
Chief Financial Officer
SCHEDULE A
UBS RELATIONSHIP FUNDS
1. UBS Global Securities Relationship Fund
2. UBS Global Bond Relationship Fund
3. UBS U.S. Large Cap Equity Relationship Fund
4. UBS U.S. Intermediate Cap Relationship Fund
5. UBS U.S. Value Equity Relationship Fund
6. UBS U.S. Small Cap Equity Relationship Fund
7. UBS Emerging Markets Equity Relationship Fund
8. UBS U.S. Core Plus Relationship Fund
9. UBS U.S. Bond Relationship Fund
10. UBS Short Duration Relationship Fund
11. UBS Enhanced Yield Relationship Fund
12. UBS U.S. Treasury Inflation Protected Securities Relationship Fund
13. UBS Short-Term Relationship Fund
14. UBS Emerging Markets Debt Relationship Fund
15. UBS Opportunistic Emerging Markets Debt Relationship Fund
16. UBS Opportunistic High Yield Relationship Fund
For period ending: December 31, 2002 Exhibit 99.77Q1(e)
File number: 811-9036
AMENDMENT NO. 1 TO SCHEDULE A
SCHEDULE A
UBS RELATIONSHIP FUNDS
1. UBS Global Securities Relationship Fund
2. UBS Global Aggregate Bond Relationship Fund
3. UBS U.S. Large Cap Equity Relationship Fund
4. UBS U.S. Intermediate Cap Relationship Fund
5. UBS U.S. Value Equity Relationship Fund
6. UBS U.S. Small Cap Equity Relationship Fund
7. UBS Emerging Markets Equity Relationship Fund
8. UBS U.S. Core Plus Relationship Fund
9. UBS U.S. Bond Relationship Fund
10. UBS Short Duration Relationship Fund
11. UBS Enhanced Yield Relationship Fund
12. UBS U.S. Treasury Inflation Protected Securities Relationship Fund
13. UBS Short-Term Relationship Fund
14. UBS Emerging Markets Debt Relationship Fund
15. UBS Opportunistic Emerging Markets Debt Relationship Fund
16. UBS Opportunistic High Yield Relationship Fund
This Amendment has been agreed to as of this 19th day of August,
2002 by the undersigned.
UBS RELATIONSHIP FUNDS UBS RELATIONSHIP FUNDS
By: /s/ Xxxx X. Xxxxxxxx__________ By: /s/ Xxxxx X. Xxxxxxxxxx_______
Name: Xxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxxxx
Title: Treasurer and Principal Title: Vice President and
Accounting Officer Assistant Secretary
UBS GLOBAL ASSET MANAGEMENT UBS GLOBAL ASSET MANAGEMENT
(AMERICAS) INC. (AMERICAS) INC.
By: /s/ Xxxxxx X. Xxxxxxxxx_______ By: /s/ Xxx X. Xxxxxxxx__________
Name: Xxxxxx X. Xxxxxxxxx Name: Xxx X. Xxxxxxxx
Title: Executive Director and Title: Assistant Secretary
Chief Financial Officer
