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ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, dated as of __________, 1996, by
and between UBS Private Investor Funds, Inc., a Maryland corporation (the
"Company"), and Signature Broker-Dealer Services, Inc., a Delaware
corporation ("SBDS").
W I T N E S S E T H:
WHEREAS, the Company is engaged in business as an open-end investment
company;
WHEREAS, the Company wishes to engage SBDS to provide certain
administrative and management services with respect to all currently
existing or future series (each a "Fund") of the Company, and SBDS is
willing to provide such services to the Company, on the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements of the parties hereto as herein set forth, the parties covenant
and agree as follows:
1. Administrative Duties. Subject to the direction and control of
the Board of Directors of the Company (the "Board"), SBDS shall perform
such administrative and management services as may from time to time be
reasonably requested by the Company, which shall include without
limitation: (a) providing office space, equipment and clerical personnel
necessary for maintaining the organization of the Company and performing
the administrative and management functions herein set forth;
(b) arranging, if desired by the Company, for directors, officers or
employees of SBDS to serve as Directors, officers or agents of the Company
if duly elected or appointed to such positions and subject to their
individual consent and to any limitations imposed by law; (c) supervising
the overall administration of the Company, including the updating of
corporate organizational documents, and the negotiation of contracts and
fees with and the monitoring and coordinating of performance and xxxxxxxx
of the Company's transfer agent, custodian, fund accounting agent,
shareholder servicing agents and other independent contractors or agents;
(d) preparing and, if applicable, filing all documents required for
compliance by the Company with applicable laws and regulations (including
state "blue sky" laws and regulations), including registration statements
on Form N-1A, Forms N-SAR, prospectuses and statements of additional
information, or similar forms, securities registrations on Form 24f-2, and
semi-annual and annual reports to the Company's shareholders and reviewing
(including coordinating the preparing of, but not preparing) tax returns;
(e) preparation of agendas and supporting documents for and minutes of
meetings of Directors, committees of Directors and preparation of notices,
proxy statements and minutes of meetings of one or more Funds'
shareholders; (f) arranging for and supervising the maintenance of books
and records of the Company in accordance with all applicable rules and
regulations including those promulgated under the Investment Company Act of
1940, as amended; (g) maintaining telephone coverage to respond to
shareholder inquiries regarding matters to which this Agreement pertains to
which any appropriate transfer agent and any appropriate shareholder
servicing agent are unable to respond; (h) providing reports and assistance
regarding the Funds' compliance with securities and tax laws, including
state "blue sky" laws and regulations; (i)
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arranging for the calculation and dissemination of yield and other
performance information to newspapers and tracking services; (j) arranging
for and preparing annual renewals for fidelity bond and errors and
omissions insurance coverage; (k) developing a budget for the Company,
establishing the rate of expense accruals and arranging for the payment of
all fixed and management expenses; (l) assisting in the determination of
all required dividends and distributions to shareholders (for purposes of
Subchapter M under the Internal Revenue Code of 1986, as amended, and any
applicable excise taxes); (m) preparing certain tax reports to
shareholders; and (n) liaising with the Company's independent public
accountants and providing, upon request, account analyses, fiscal year
summaries and other audit-related schedules, and taking all reasonable
action to assure that the necessary information is made available to such
accountants for the issuance of their opinion, as the same may be required
by the Company from time to time. Notwithstanding the foregoing, SBDS
shall not be deemed to have assumed any duties under this Agreement with
respect to, and shall not be responsible for, the management of the
Company's assets or the rendering of investment advice and supervision with
respect thereto or the distribution of shares of common stock ("Shares") of
the Funds, nor shall SBDS be deemed to have assumed or have any
responsibility with respect to functions specifically assumed by any
transfer agent or custodian of the Company.
2. Allocation of Charges and Expenses. SBDS shall pay the entire
salaries and wages of all of the Company's Directors, officers and agents
who devote part or all of their time to the affairs of SBDS or its
affiliates, and the wages and salaries of such persons shall not be deemed
to be expenses incurred by the Company for purposes of this Section 2.
Except as provided in the foregoing sentence, the Company shall pay all of
its own expenses including, without limitation, compensation of Directors
not affiliated with SBDS; all out-of-pocket expenses and disbursements for
the benefit of a Fund, including, but not limited to, photocopying and
courier (including express mail) charges, governmental fees; interest
charges; taxes; membership dues in the Investment Company Institute
allocable to the Company; fees under this Agreement; fees and expenses of
the Company's independent auditors, of legal counsel and of any custodian,
any transfer agent, distributor or registrar or dividend disbursing agent
of the Company; expenses of distributing and redeeming Shares and servicing
shareholder accounts; expenses of preparing, printing and mailing
prospectuses and statements of additional information, reports, notices,
proxy statements to the Funds' shareholders and governmental officers and
commissions and the costs of producing and distributing copies of such
documents to others; expenses of reproducing and distributing materials for
the Board and other attendees of Board meetings; expenses connected with
the execution, recording and settlement of security transactions; insurance
premiums; expenses of meetings of shareholders of the Funds and expenses
relating to the registration of the Company and the registration and
issuance of Shares of the Funds.
3. Compensation of SBDS. For the services to be rendered and the
facilities to be provided by SBDS hereunder, the Company shall pay to SBDS
an administrative services fee computed daily and paid monthly equal to, on
an annual basis, (i) with respect to each Fund other than UBS Tax Exempt
Bond Fund, 0.05% of the first $100 million of each such Fund's average
daily net assets and 0.025% of the next $100 million of each such Fund's
average daily net assets, provided that no fee shall apply to any such
Fund's assets in excess of $200 million; (ii) with respect to UBS Tax
Exempt Bond Fund, 0.10%
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of the first $100 million of such Fund's average daily net assets, 0.075%
of the next $100 million of such Fund's average daily net assets, and 0.05%
of such Fund's average daily net assets in excess of $200 million. The
Company shall not be liable to reimburse SBDS for any out-of-pocket costs
incurred in providing the services required by this Agreement.
If SBDS serves under this Agreement for less than the whole of any
month, the compensation to SBDS hereunder shall be prorated. For purposes
of computing the fees payable to SBDS hereunder, the net asset value of
each Fund shall be computed in the manner specified in the Fund's then-
current prospectus and statement of additional information.
4. Limitation of Liability of SBDS. SBDS shall not be liable for
any error of judgment or mistake of law or for any act or omission in the
administration or management of the Company or the performance of its
duties hereunder, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of the reckless
disregard of its obligations and duties hereunder. As used in this
Section 4, the term "SBDS" shall include SBDS and/or any of its affiliates
and/or subcontractors as provided for in Section 7 and the Directors,
officers and employees of SBDS and/or any of its affiliates and/or
subcontractors as provided for in Section 7.
5. Activities of SBDS. The services of SBDS to the Company are not
to be deemed to be exclusive, SBDS being free to render administrative and/
or other services to other parties. It is understood that Directors,
officers, and shareholders of a Fund are or may become interested in SBDS
and/or any of its affiliates, as Directors, officers, employees, or
otherwise, and that Directors, officers and employees of SBDS and/or any of
its affiliates are or may become similarly interested in the Company and
that SBDS and/or any of its affiliates may be or become interested in the
Company as a shareholder of a Fund or otherwise.
6. Duration, Termination and Amendments of this Agreement. This
Agreement shall become effective as of the day and year first above written
and shall govern the relations between the parties hereto thereafter,
unless terminated as set forth in this Section 6.
This Agreement may not be altered or amended, except by an instrument
in writing, and executed by both parties. This Agreement may be terminated
at any time without the payment of any penalty, with respect to any Fund or
the Company, by the Board of the Company, or by SBDS, in each case on not
less than 60 days' written notice to the other party.
7. Assignment; Subcontracting by SBDS. Except as provided in this
Section 7, neither this Agreement nor any rights or obligations hereunder
may be assigned by either party without the written consent of the other
party. This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and assigns. SBDS
may, without further consent on the part of the Company, subcontract for
the performance of SBDS's obligations hereunder with any one or more
persons; provided, however, that SBDS shall not enter into any such
subcontract unless the Directors of the Company shall have found the
subcontracting party to be qualified to perform the obligations sought to
be subcontracted; and provided, further, that, unless the Company otherwise
expressly agrees in writing, SBDS shall be
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as fully responsible to the Company for the acts and omissions of any
subcontractor as it would be for its own acts or omissions.
8. Confidentiality. SBDS and the Company agree that all books,
records, information and data pertaining to the business of the other party
which are exchanged or received pursuant to the negotiation of or the
carrying out of this Agreement shall remain confidential, and shall not be
voluntarily disclosed to any other person, except as may be required by
law.
9. Severability. If any provision of this Agreement shall become or
shall be found to be invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby.
10. Notice. Any notices under this Agreement shall be in writing
addressed and delivered personally (or by telecopy) or mailed postage-paid,
to the other party at such address as such other party may designate in
accordance with this paragraph for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the
Company and of SBDS shall be 0 Xx. Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000. Copies of all notices under this Agreement shall be
telecopied or mailed postage-paid to Union Bank of Switzerland (New York
Branch), 000 Xxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000.
11. Miscellaneous. Each party agrees to perform such further
actions and execute such further documents as are necessary to effectuate
the purposes hereof. This Agreement shall be construed, enforced and
interpreted in accordance with and governed by the laws of the Commonwealth
of Massachusetts without reference to principles of conflicts of law. The
captions in this Agreement are included for convenience only and in no way
define or delimit any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and delivered in their names and on their behalf by the
undersigned, thereunto duly authorized, all as of the day and year first
above written.
UBS PRIVATE INVESTOR FUNDS, INC.
By
Name:
Title:
SIGNATURE BROKER-DEALER SERVICES, INC.
By
Name:
Title:
