Exhibit (4)(a)
INVESTMENT ADVISORY AND ADMINISTRATION CONTRACT
Contract made as of April 1, 2006, between UBS MASTER SERIES, INC., a
Maryland corporation ("Corporation"), and UBS GLOBAL ASSET MANAGEMENT (AMERICAS)
INC. ("UBS Global Americas"), a Delaware corporation registered as an investment
adviser under the Investment Advisers Act of 1940, as amended.
WHEREAS, the Corporation is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end management investment company, and
intends to offer for public sale distinct series of shares of common stock
("Series"), each corresponding to a distinct portfolio; and
WHEREAS, the Corporation desires to retain UBS Global Americas as investment
adviser and administrator to furnish certain administrative, investment advisory
and portfolio management services to the Corporation and each Series as now
exists and as hereafter may be established, and UBS Global Americas is willing
to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:
1. Appointment. The Corporation hereby appoints UBS Global Americas as
investment adviser and administrator of the Corporation and each Series for the
period and on the terms set forth in this Contract. UBS Global Americas accepts
such appointment and agrees to render the services herein set forth, for the
compensation herein provided.
2. Duties as Investment Adviser.
(a) Subject to the supervision of the corporation's Board of Directors
("Board"), UBS Global Americas will provide a continuous investment program for
each Series, including investment research and management with respect to all
securities and investments and cash equivalents in 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
the Series over the long term. In no instance will portfolio securities be
purchased from or sold to 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 the 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 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 the 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 1940 Act and any supplements thereto ("Registration Statement") or
as more frequently requested by the Board.
(e) The Corporation hereby authorizes UBS Global Americas and any entity or
person associated with UBS Global Americas which is a member of a national
securities exchange to effect any transaction on such exchange for the account
of any Series, which transaction is permitted by Section 11(a) of the Securities
Exchange Act of 1934, as amended and Rule 11a2-2(T) thereunder, and the
Corporation hereby consents to the retention of compensation by UBS Global
Americas or person or entity associated with UBS Global Americas for such
transactions in accordance with Rule 11a2-2(T)(a)(2)(iv).
3. Duties as Administrator. UBS Global Americas will administer the affairs
of the Corporation and each Series subject to the supervision of the Board and
the following understandings:
(a) UBS Global Americas will supervise all aspects of the operations of the
Corporation and each Series, including the oversight of transfer agency,
custodial and accounting services, 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 the affairs of the
Corporation and each Series.
(b) UBS Global Americas will provide the Corporation and each Series with
such corporate, administrative and clerical personnel (including officers of the
Corporation) and services as are reasonably deemed necessary or advisable by the
Board, including the maintenance of certain books and records of the Corporation
and each Series.
(c) 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 required
reports to each Series' shareholders and the Securities and Exchange Commission.
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(d) 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.
(e) UBS Global Americas will provide the Board on a regular basis with
economic and investment analyses and reports and make available to the Board
upon request any economic, statistical and investment services normally
available to institutional or other customers of UBS Global Americas.
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 will comply with the
requirements of the 1940 Act, the rules thereunder, and all other applicable
federal and state laws and regulations.
5. Delegation of UBS Global Americas' Duties as Investment Adviser and
Administrator. With respect to any or all Series, UBS Global Americas may enter
into one or more contracts ("Sub-Advisory or Sub-Administration Contract") with
a sub-adviser or sub-administrator in which UBS Global Americas delegates to
such sub-adviser or sub-administrator any or all its duties specified in
Paragraph 2 and 3 of this Contract, provided that each Sub-Advisory or
Sub-Administration Contract imposes on the sub-adviser or sub-administrator
bound thereby all the duties and conditions to which UBS Global Americas is
subject by Paragraph 2, 3 and 4 of this Contract, and further provided that each
Sub-Advisory or Sub-Administration Contract meets all requirements of the
1940Act and rules thereunder.
6. Services Not Exclusive. The services furnished by UBS Global Americas
hereunder are not to be deemed 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.
7. Expenses.
(a) During the term of this Contract, each Series will bear all expenses not
specifically assumed by UBS Global Americas incurred in its operations and the
offering of its shares.
(b) Expenses borne by each Series will include but not be limited to the
following (or each Series' proportionate share of the following): (i) the cost
(including brokerage commissions) of securities purchased or sold by the Series
and any losses incurred in connection therewith; (ii) fees payable to and
expenses incurred on behalf of the Series by UBS Global Americas under this
Contract; (iii) expenses of organizing the Corporation and the Series; (iv)
filing fees and expenses relating to the registration and qualification of the
Series' shares and the Corporation under federal and/or state securities laws
and maintaining such registrations and qualifications; (v) fees and salaries
payable to the Corporation's Directors who are not interested
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persons of the Corporation or UBS Global Americas; (vi) all expenses incurred in
connection with the Directors' services, including travel expenses; (vii) taxes
(including any income or franchise taxes) and governmental fees; (viii) costs of
any liability, uncollectible items of deposit and other insurance and fidelity
bonds; (ix) any costs, expenses or losses arising out of a liability of or claim
for damages or other relief asserted against the Corporation or Series for
violation of any law; (x) legal, accounting and auditing expenses, including
legal fees of special counsel for those Directors of the Corporation who are not
interested persons of the Corporation; (xi) charges of custodians, transfer
agents and other agents; (xii) costs of preparing share certificates; (xiii)
expenses of setting in type and printing prospectuses and supplements thereto,
statements of additional information and supplements thereto, reports and proxy
materials for existing shareholders; (xiv) costs of mailing prospectuses and
supplements thereto, statements of additional information and supplements
thereto, reports and proxy materials to existing shareholders; (xv) any
extraordinary expenses (including fees and disbursements of counsel, costs of
actions, suits or proceedings to which the Corporation is a party and the
expenses the Corporation may incur as a result of its legal obligation to
provide indemnification to its officers, Directors, agents and shareholders)
incurred by the Corporation or Series; (xvi) fees, voluntary assessments and
other expenses incurred in connection with membership in investment company
organizations; (xvii) costs of mailing and tabulating proxies and costs of
meetings of shareholders, the Board and any committees thereof; (xviii) the cost
of investment company literature and other publications provided by the
Corporation to its Directors and officers; and (xix) costs of mailing,
stationery and communications equipment.
(c) The Corporation or a Series may pay directly any expense incurred by it
in its normal operations, and, if any such payment is consented to by UBS Global
Americas and acknowledged as otherwise payable by UBS Global Americas pursuant
to this Contract, the Series may reduce the fee payable to UBS Global Americas
pursuant to Paragraph 8 hereof by such amount. To the extent that such
deductions exceed the fee payable to UBS Global Americas on any monthly payment
date, such excess shall be carried forward and deducted in the same manner from
the fee payable on succeeding monthly payment dates.
(d) UBS Global Americas will assume the cost of any compensation for
services provided to the Corporation received by the officers of the Corporation
and by those Directors who are interested persons of the Corporation.
(e) The payment or assumption by UBS Global Americas of any expense of the
Corporation or a Series that UBS Global Americas is not required by this
Contract to pay or assume shall not obligate UBS Global Americas to pay or
assume the same or any similar expense of the Corporation or a Series on any
subsequent occasion.
8. Compensation.
(a) For the services provided and the expenses assumed pursuant to this
Contract, with respect to the Series identified below, the Corporation will pay
to UBS Global Americas a fee, computed daily and paid monthly from the assets of
the Series, in accordance with the following:
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(i) UBS Money Market Fund:
All average daily net assets.......................... 0.50%
(b) For the services provided and the expenses assumed pursuant to this
Contract with respect to any Series hereafter established, the Corporation will
pay to UBS Global Americas from the assets of such Series a fee in an amount to
be agreed upon in a written fee agreement ("Fee Agreement") executed by the
Corporation on behalf of such Series and by UBS Global Americas. All such Fee
Agreements shall provide that they are subject to all terms and conditions of
this Contract.
(c) The fee shall be computed daily and paid monthly to UBS Global Americas
on or before the last business day of the next succeeding calendar month.
(d) If this Contract becomes effective or terminates before the end of any
month, the fee for the period from the effective date to the end of the month or
from the beginning of such month to the date of termination, as the case may be,
shall be prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs.
9. Limitation of Liability of UBS Global Americas. UBS Global Americas
shall not be liable for any error of judgment or mistake of law or for any loss
suffered by any Series or the Corporation in connection with the matters to
which this Contract relates, 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 and duties under this Contract.
Any person, even though also an officer, partner, 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 service to or acting solely for the Series or
the Corporation and not as an officer, partner, employee, or agent or one under
the control or direction of UBS Global Americas even though paid by it.
10. Duration and Termination.
(a) This Contract shall become effective upon the date hereabove 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 vote of a majority of that Series' outstanding voting
securities.
(b) Unless sooner terminated as provided herein, this Contract shall
continue automatically for successive periods of twelve 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.
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(c) Notwithstanding the foregoing, with respect to any Series, this Contract
may be terminated at any time, without the payment of any penalty, by vote of
the Board or by a vote of a majority of the outstanding voting securities of
such Series on sixty days' written notice to UBS Global Americas or by UBS
Global Americas at any time, without the payment of any penalty, on sixty days'
written notice to the Corporation. 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.
11. 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.
12. 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.
13. 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,"
"assignment," "broker," "dealer," "investment adviser," "national securities
exchange," "net assets," "prospectus," "sale," "sell" and "security" shall have
the same meaning as such terms have in the 1940 Act, subject to such exemption
as may be granted by the Securities and Exchange Commission by any rule,
regulation or order. Where the effect of a requirement of the 1940 Act reflected
in any provision of this Contract is relaxed by a rule, regulation or order of
the Securities and Exchange Commission, whether of special or general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
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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 MASTER SERIES, INC.
Attest: /s/ Xxxxxx Xxx By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxx Name: Xxxxxx Xxxxxxx
Title: VP & Asst. Secretary Title: VP & Treasurer
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. GC Title: Executive Director &
Sr. Assoc. Gen. Counsel.
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