For period ending June 30, 2006
File number 811-3503 Exhibit 77Q1
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 registere
d 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 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
Corporations 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.
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.
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.
Attest:s Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Executive Director
UBS FINANCIAL SERVICES INC.
By:s Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Managing Director & Head of ICS
Attest:s Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Director & Assoc. Gen. Counsel
UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.
By:s Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Executive Director & Sr. Assoc. Gen. Counsel
