AGREEMENT REGARDING TRANSFER OF
INVESTMENT ADVISORY AGREEMENT
This Agreement, dated as of April 30, 2006, between UBS Global Asset Management (US) Inc. ("UBS Global AM US") and UBS Global Asset Management (Americas) Inc. ("UBS Global AM Americas").
WHEREAS, UBS Global AM US is transferring certain investment advisory functions to UBS Global AM Americas and in connection therewith wishes to transfer to UBS Global AM Americas its rights and obligations under the Investment Advisory Agreements, dated as of October 8, 2003 (the "Investment Advisory Agreements"), between UBS Global AM US and SMA Relationship Trust on behalf of Series M and Series T, respectively, registered management investment companies (the "Funds");
WHEREAS, UBS Global AM Americas wishes to accept UBS Global AM US’s rights and assume its obligations under the Investment Advisory Agreements;
WHEREAS, the proposed transfer of the Investment Advisory Agreements is intended not to constitute an "assignment" for purposes of the Investment Company Act of 1940 in reliance on Rule 2a-6 under that Act;
WHEREAS, this Agreement has been approved by the Board of Trustees of the Funds.
W I T N E S S E T H :
1. Transfer. Upon the Effective Date (as defined below), UBS Global AM US hereby transfers and assigns to UBS Global AM Americas all of its rights and obligations under the Investment Advisory Agreements, and UBS Global AM Americas hereby accepts such transfer and assignment, assumes such obligations and agrees to be bound by all the terms and conditions thereof as though it were substituted for UBS Global AM US as an original party thereto.
2. Effective Date. The transfer contemplated in Section 1 shall become effective upon the later of (a) the date hereof, or (b) the acceptance and approval of this Agreement by the Funds.
3. Counterparts. This Agreement may be signed in counterparts, all of which shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed upon their behalf as of the date set forth above.
UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.
By:
By:
Name: Xxxx Xxxxx
Name: Xxxx X. Xxxxxx
Title: Managing Director
Title: Managing Director and Secretary
UBS GLOBAL ASSET MANAGEMENT (US) INC.
By:
By:
Name: Xxxxxx X. Xxxxxxxx
Name: Xxxxxx Xxxxxx
Title: Director
Title: Director
Accepted and approved
As of the date set forth above:
SMA RELATIONSHIP TRUST
ON BEHALF OF SERIES M AND SERIES T
By:
By:
Name: Xxxxxx Xxx
Name: Xxxxx X. Xxxxxx
Title: Assistant Secretary
Title: Assistant Secretary
??
??
??
??
2
S:\Legal\Xxxxxxx Advisors\FUNDS\Contracts\SMA Relationship Trust\Agreement regarding Transfer of Investment Advisory Agreement 4-06.doc
