Exhibit 99.(4)(b)
UBS RMA MONEY FUND INC.
SUB-ADVISORY AND SUB-ADMINISTRATION CONTRACT
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 March 23, 1989 ("Advisory Contract") with UBS RMA
Money Fund Inc. ("Corporation"), an open-end management investment company
registered under the Investment Company Act of 1940, as amended ("1940 Act"),
which offers for public sale distinct series of shares of common stock
("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, 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
contained herein, it is agreed between the parties 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 Directors ("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 securities and other investments will be purchased, retained or sold by
each Series.
(b) UBS Global Americas agrees that in placing orders with brokers and
dealers, 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, purchase and sell portfolio securities to and from 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 research and analysis, a higher commission or spread than may be
charged by other brokers and dealers, subject to UBS Global Americas determining
in good faith that such commission or spread is reasonable in terms either of
the particular transaction or of the overall responsibility of UBS Global
Americas to such Series and its other clients, and that the total commissions or
spreads 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. 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 Corporation 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 Corporation are the property of the
Corporation, agrees to preserve for the periods prescribed by Rule 31a-2 under
the 1940 Act any records which it maintains for the Corporation and which are
required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees
to surrender promptly to the Corporation any records which it maintains for the
Corporation upon request by the Corporation.
(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 Corporation under the Securities Act of 1933, as
amended, and the 1940 Act and any supplements thereto ("Registration
Statement"), or as more frequently requested by UBS Financial Services or the
Board.
(e) UBS Global Americas will assist in administering the affairs of the
Corporation 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 Corporation 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 Corporation and each Series.
(ii) UBS Global Americas will provide the Corporation and each Series with
such administrative and clerical personnel (including officers of the
Corporation) as are
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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 Corporation 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
Corporation and each Series.
(iv) UBS Global Americas will arrange, but not pay for, the periodic
preparation, updating, filing and dissemination (as applicable) of
the Corporation's 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 Corporation 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
subparagraphs 3(e), (f) and (g) 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 Articles of
Incorporation, By-Laws and Registration Statement of the Corporation and with
the instructions and directions of the Board and UBS Financial Services, and
will comply with the requirements of the 1940 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 to be 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 director, officer or employee of the Corporation, 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.
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8. LIMITATION OF LIABILITY OF UBS GLOBAL AM. UBS Global Americas will not
be liable for any error of judgment or mistake of law or for any loss suffered
by UBS Financial Services or the Corporation 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 or
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,
director, employee or agent of the Corporation, shall be deemed, when rendering
services to any Series or the Corporation or acting with respect to any business
of such Series or the Corporation, to be rendering such services to or acting
solely for the Series or the Corporation 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 here 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 directors
of the Corporation 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 12 months each, provided that
such continuance is specifically approved at least annually (i) by a vote of a
majority of those directors of the Corporation 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 either 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 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
automatically terminate in the event of its assignment and will automatically
terminate upon termination of the Advisory Contract.
10. 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, 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.
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11. GOVERNING LAW. This Contract shall be construed in accordance with the
laws of the State of Delaware and the 1940 Act. 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.
12. 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," "interested person"
and "assignment" shall have the same meaning as such terms have in the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
UBS FINANCIAL SERVICES INC.
Attest: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxxx Xxxxxxx
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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
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Name: Xxxx Xxxxxxx Name: Xxxxx X. Xxxxxx
Title: Director & Assoc. Gen. Counsel Title: Executive Director & Sr.
Assoc. Gen. Counsel
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