Ex-99.(4)(c)
UBS CASHFUND INC.
SUB-ADMINISTRATION CONTRACT
Agreement made as of April 1, 2006, between UBS FINANCIAL SERVICES INC.
("UBS Financial Services"), and UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.
("UBS Global Americas"), each being a Delaware corporation.
WHEREAS, UBS Financial Services has entered into an Investment Advisory
and Administration Contract dated April 1, 2006 ("Advisory Contract"), with
UBS Cashfund Inc. ("Fund"), an open-end management investment company
registered under the Investment Company Act of 1940, as amended ("1940 Act");
and
WHEREAS, under the Advisory Contract UBS Financial Services has agreed
to provide certain administrative services to the Fund; and
WHEREAS, UBS Financial Services wishes to retain UBS Global Americas as
a sub-administrator to provide such administrative services to UBS Financial
Services and the Fund, 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
herein contained, it is agreed between the parties as follows:
1. APPOINTMENT. UBS Financial Services hereby appoints UBS Global
Americas as sub-administrator, 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 AM. UBS Global Americas will
assist in administering the affairs of the Fund, subject to the supervision
of the Fund's Board of Directors ("Board") and UBS Financial Services, and
further subject to the following understandings:
(a) UBS Global Americas will supervise all aspects of the operation of
the Fund 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 Fund.
(b) In all matters relating to the performance of this Contract, UBS
Global Americas will act in conformity with the Fund's Articles of
Incorporation, By-Laws, and with the instructions and directions of the
Fund's Board and UBS Financial Services and will conform to and comply with
the requirements of the 1940 Act, the rules thereunder, and all other
applicable federal or state laws and regulations.
(c) UBS Global Americas will provide the Fund with such administrative
and clerical personnel (including officers of the Fund) 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.
(d) UBS Global Americas will provide the Fund 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 Fund.
(e) UBS Global Americas will arrange, but not pay for, the periodic
preparation, updating, filing and dissemination (as applicable) of the Fund's
Registration Statement, proxy material, tax returns and reports to
shareholders of the Fund and the Securities and Exchange Commission. As used
in this Contract, the term "Registration Statement" shall mean the currently
effective registration statement of the Fund and any supplements thereto
under the Securities Act of 1933, as amended, and 1940 Act.
(f) UBS Global Americas will provide the Fund 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. ADMINISTRATIVE DUTIES RETAINED BY UBS FINANCIAL SERVICES. UBS
Financial Services will continue to provide to the Fund the services
described in subparagraphs 3(f), 3(g) and 3(h) of the Advisory Contract.
4. SERVICES NOT EXCLUSIVE. UBS Global Americas' services hereunder are
not deemed to be exclusive, and UBS Global Americas is free to render
advisory, administrative or other services to other funds or clients so long
as UBS Global Americas' services under this Contract are not impaired thereby.
5. BOOKS AND RECORDS. In compliance with the requirements of Rule
31a-3 under the 1940 Act, UBS Global Americas agrees that all records it
maintains for the Fund are the property of the Fund and further agrees to
surrender promptly to the Fund any such records upon the Fund's request.
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
pursuant to this Contract, UBS Financial Services will pay UBS Global
Americas and UBS Global Americas will accept as full compensation a
percentage of the fee received by UBS Financial Services pursuant to the
Advisory Contract, such percentage to be equal to, on an annual basis, 0.02%
of the Fund's average daily net assets, such compensation to be paid monthly.
8. LIMITATION OF LIABILITY. 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 by the Fund or the shareholders of the Fund 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.
9. DURATION AND TERMINATION. This Contract will become effective upon
the date hereabove written and shall continue in effect thereafter until
terminated by UBS Financial Services, UBS Global Americas or the Fund upon 60
days' written notice to the others. This
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Contract will terminate automatically upon any termination of the Advisory
Contract between UBS Financial Services and the Fund.
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.
11. 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, or 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.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated as of the day and year first above
written.
UBS FINANCIAL SERVICES INC.
Attest /s/ Xxxxxx Xxxxx By /s/ Xxxxxxx Xxxxxxx
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
Name: Xxxx Xxxxxxx Name: Xxxxx X. Xxxxxx
Title: Director & Associate Title: Executive Director & Sr. Assoc.
General Counsel General Counsel.
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