Ex-99.(4)(b)
UBS CASHFUND INC.
SUB-ADVISORY 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 registered as an
investment adviser under the Advisers Act.
WHEREAS, UBS Financial Services wishes to retain UBS Global Americas as
sub-adviser to provide certain investment advisory services to UBS Financial
Services in connection with UBS Financial Services' services as investment
adviser to UBS Cashfund Inc. (the "Fund"), an open-end, diversified
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, UBS Global Americas is willing to render such sub-advisory
services as described herein to UBS Financial Services upon the terms and for
the compensation 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 its sub-adviser and UBS Global Americas accepts such appointment and
agrees that it will furnish the services set forth in paragraph 2 below.
2. SERVICES. Subject to the supervision of the Fund's board of
directors, UBS Global America will provide a continuous investment program
for the Fund's portfolio, including investment research and management with
respect to all securities and investments and cash equivalents in the
portfolio. UBS Global Americas will determine from time to time what
securities and other investments will be purchased, retained or sold by the
Fund. UBS Global Americas will provide the services under this Contract in
accordance with the Fund's investment objective, policies and restrictions as
stated in the Fund's current prospectus. UBS Global Americas further agrees
that it:
(a) will conform with all applicable rules and regulations of the
Securities and Exchange Commission;
(b) will place orders pursuant to its investment determinations for the
Fund either directly with the issuer or with any broker or dealer. In
placing orders with brokers and dealers, UBS Global Americas will attempt to
obtain the best net price and the most favorable execution of its orders.
Consistent with this obligation, when the execution and price offered by two
or more brokers or dealers are comparable, UBS Global Americas may, in its
discretion, purchase and sell portfolio securities to and from brokers and
dealers who provide the Fund with research, advice and other services. 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 rules and regulations promulgated by the Securities and
Exchange Commission pursuant to the 1940 Act.
(c) will maintain all books and records with respect to the Fund's
securities transactions and will furnish the Fund's board of directors such
periodic and special reports as UBS Financial Services or the Fund's board
may request.
3. 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.
4. 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. UBS
Global Americas agrees to maintain for the Fund the records the Fund is
required to maintain under Rule 31a-1(b)(1) (but limited to maintaining
original confirmations of purchase and sales of securities showing for each
such transaction the name and quantity of securities, the unit and aggregate
purchase or sale price, commission paid, the market on which effected, the
trade date, the settlement date, and the name of the person through or from
whom purchased or received or to whom sold or delivered) and the records the
Fund is required to maintain under Rule 31a-1(b)(2)(ii), (3), (5), (6), (7),
(9) and (10), and to preserve for the periods prescribed by Rule 31a-2 under
the 1940 Act the records it maintains for the Fund.
5. 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.
6. COMPENSATION. For the services provided and expenses assumed
pursuant to this Contract, UBS Financial Services will pay UBS Global
Americas a percentage of the fee received by UBS Financial Services pursuant
to the Investment Advisory and Administration Contract with respect to such
Series, such percentage to be equal to, on an annual basis, 0.06% of such
Fund's average daily net assets, such compensation to be paid monthly.
7. 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 its shareholders 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.
8. DURATION AND TERMINATION. This Contract, unless sooner terminated
as provided herein, will continue automatically for successive periods of 12
months each, provided such continuance is specifically approved at least
annually (a) by a vote of a majority of those members of the Fund's board of
directors 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 (b) by the Fund's board of directors or by vote of a
majority of the outstanding voting securities of the Fund. Notwithstanding
the foregoing, this Contract may be terminated by either party hereto at any
time, without the payment of any penalty, on 90 days' written notice
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to the other party, and will be terminated automatically upon any termination
of the Investment Advisory and Administration Contract between the Fund and
UBS Financial Services. In addition, notwithstanding the foregoing, this
Contract may be terminated by the Fund at any time, without the payment of
any penalty, by vote of the Fund's board of directors or by vote of a
majority of the outstanding voting securities of the Fund on 60 days' written
notice to UBS Global Americas.
9. 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
shall be effective until approved by vote of the holders of a majority of the
Fund's outstanding voting securities.
10. 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 and shall be
governed by Delaware law.
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 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 and Associate Title: Executive Director & Sr.
General Counsel Assoc. Gen. Counsel
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