FORM OF
ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, dated as of February , 1997, by and
between UBS Private Investor Funds, Inc., a Maryland corporation (the
"Company"), and Investors Bank & Trust Company, a Massachusetts trust company
("IBT").
WITNESSETH:
WHEREAS, the Company is engaged in business as an open-end investment
company;
WHEREAS, the Company wishes to engage IBT to provide certain
administrative and management services with respect to all currently existing
and future series (each a "Fund") of 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") and subject to the
responsibilities matrix attached as Exhibit A hereto, IBT 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 IBT 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 monthly reports and assistance regarding the
Funds' compliance with securities and tax laws, including state "blue sky" laws
and regulations; (i) 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; (n) liasing
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; and (o) monitoring Fund shares
outstanding against Fund shares authorized, provided that IBT shall not be
responsible for any liability arising to any party as a result of the sale of
Fund shares in excess of authorized Fund shares. Notwithstanding the foregoing,
IBT 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 IBT 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. IBT 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 IBT 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 IBT; all out-of-pocket
expenses and disbursements for the benefit of a Fund, including, but not limited
to, legal fees incurred by IBT pursuant to Section 4 herein except in the event
litigation is commenced between IBT and the Company, 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 IBT. For the services to be rendered and the
facilities to be provided by IBT hereunder, the Company shall pay to IBT an
administrative services fee computed daily and paid monthly equal to, on an
annual basis, (i) with respect to each master fund, 0.07% of the first $100
million of each such fund's average daily net assets and 0.05% of the next $100
million of each such fund's average daily net assets; (ii) with respect to each
feeder fund, 0.065% 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; and (iii) with respect to each stand alone fund, 0.10% 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.
If IBT serves under this Agreement for less than the whole of any month,
the compensation to IBT hereunder shall be prorated. For purposes of computing
the fees payable to IBT 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 IBT. IBT 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 "IBT" shall include IBT and/or
any of its affiliates and/or subcontractors as provided for in Section 7 and the
Directors, officers and employees of IBT and/or of its affiliates and/or
subcontractors as provided for in Section 7.
5. Activities of the IBT. The services of the IBT to the Company are not
to be deemed to be exclusive, IBT 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 the IBT and/or any of its
affiliates, as Directors, officers, employees, or otherwise, and that Directors,
officers and employees of the IBT and/or any of its affiliates are or may become
similarly interested in the Company and that the IBT and/or any of its
affiliates may be or become interested in the Company as a shareholder or
otherwise.
6. Duration, Termination and Amendments of this Agreement. The term of
this Agreement shall be three years from the date hereof (the "Initial Term").
After the expiration of the Initial Term, the term of this Agreement shall
automatically renew for successive one-year terms (each a "Renewal Term") unless
notice of non-renewal is delivered by the non-renewing party to the other party
no later than sixty days prior to the expiration of the Initial Term or any
Renewal Term, as the case may be.
(a) Either party hereto may terminate this Agreement prior to the
expiration of the Initial Term in the event the other party violates any
material provision of this Agreement, provided that the non-violating party
gives written notice of such violation to the violating party and the violating
party does not cure such violation within 90 days of receipt of such notice.
(b) Either party may terminate this Agreement during any Renewal
Term upon sixty days written notice to the other party. Any termination pursuant
to this paragraph 6(b) shall be effective upon expiration of such sixty days,
provided, however, that the effective date of such termination may be postponed
to a date not more than ninety days after delivery of the written notice at the
request of the Company, in order to give the Company an opportunity to make
suitable arrangements for a successor administrator.
This Agreement may not be altered or amended, except by an instrument in
writing, and executed by both parties.
7. Assignment; Subcontracting by IBT. 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. IBT may, without further
consent on the part of the Company, subcontract for the performance of IBT's
obligations hereunder with any affiliate of IBT or any one or more persons who
are not affiliates of IBT; provided, however, that IBT shall not enter into any
such subcontract with a non-affiliate unless the Trustees 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, IBT shall be 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. IBT 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 IBT shall be 00
Xxxxx Xxxxxx, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. 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, attention: General Counsel, with an additional copy to
Xxxxxxx X. Xxxxxxxx at Union Bank of Switzerland (New York Branch), 0000 Xxxxxx
xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000.
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
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Xxxxxxx X. Xxxxxxxx
President
INVESTORS BANK & TRUST COMPANY
By
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