EX-99.d.18
FORM OF INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this ____ day of ____________, 2002, by and between UBS
Relationship Funds, a Delaware Business Trust (the "Trust") and UBS Global Asset
Management (Americas) Inc., a Delaware corporation (the "Advisor").
WITNESSETH:
WHEREAS, the Trust is an investment company registered under the Investment
Company Act of 1940, as amended (the "Investment Company Act"); and
WHEREAS, the Trust is authorized to issue separate series of shares
representing interests in separate investment portfolios (each referred to as a
"Portfolio" and collectively referred to as the "Portfolios"), which Portfolios
are identified on Schedule A attached hereto, and which Schedule A may be
amended from time to time by mutual agreement of the Trust and the Advisor; and
WHEREAS, the Trust and the Advisor desire to enter into an agreement
pursuant to which the Advisor will provide investment advisory services for each
of the Portfolios of the Trust that are from time to time set forth on Schedule
A hereto, on the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
1. DUTIES OF THE ADVISOR. The Trust hereby appoints the Advisor to act as
investment advisor to the Portfolios for the period and on such terms set forth
in this Agreement. The Trust employs the Advisor to manage the investment and
reinvestment of the assets of the Portfolios, to continuously review, supervise
and administer the investment program of the Portfolios, to determine in its
discretion the assets to be held uninvested, to provide the Trust with records
concerning the Advisor's activities which the Trust is required to maintain, and
to render regular reports to the Trust's officers and Board of Trustees
concerning the Advisor's discharge of the foregoing responsibilities. The
Advisor shall discharge the foregoing responsibilities subject to the control of
the officers and the Board of Trustees of the Trust, and in compliance with the
objectives, policies and limitations set forth in the Trust's Prospectuses and
Statement of Additional Information. The Advisor accepts such employment and
agrees to render the services and to provide, at its own expense, the office
space, furnishings, equipment and the personnel required by it to perform the
services on the terms provided herein. With respect to foreign securities, at
its own expense, the Advisor may obtain statistical and other factual
information and advice regarding economic factors and trends from its foreign
subsidiaries, and may obtain investment services from the investment advisory
personnel of its affiliates located throughout the world to the extent permitted
under interpretations of the federal securities laws.
2. PORTFOLIO TRANSACTIONS. The Advisor shall provide the Portfolios with
a trading department, and with respect to foreign securities, the Advisor is
authorized to utilize the trading departments of its foreign affiliates. The
Advisor shall select, and with respect to its foreign affiliates or the use of
any sub-advisors, shall monitor the selection of, the brokers or dealers that
will execute the purchases and sales of securities for the Portfolios and is
directed to use its best efforts to ensure that the best available price and
most favorable execution of securities transactions for the Portfolios are
obtained. Subject to policies established by the Board of Trustees of the Trust
and communicated to the Advisor, it is understood that the Advisor will not be
deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or in respect of
the Portfolios, or be in breach of any obligation owing to the Trust or in
respect of the Portfolios under this Agreement, or otherwise, solely by reason
of its having caused a Portfolio to pay a member of a securities exchange, a
broker or a dealer a commission for effecting a securities transaction for the
Portfolio in excess of the amount of commission another member of an exchange,
broker or dealer would have charged if the Advisor determines in good faith that
the commission paid was reasonable in relation to the brokerage or research
services provided by such member, broker or dealer, viewed in terms of that
particular transaction or the Advisor's overall responsibilities with respect to
the Portfolio and to other funds and advisory accounts for which the Advisor or
any Sub-Advisor, as defined in Section 7 hereof, exercises investment
discretion. The Advisor will promptly communicate to the officers and Trustees
of the Trust such information relating to the Portfolio transactions as they may
reasonably request.
3. COMPENSATION OF THE ADVISOR. The Advisor shall not receive a fee from
the Trust or its Portfolios for the services to be rendered by the Advisor.
4. REPORTS. The Portfolios and the Advisor agree to furnish to each other
such information regarding their operations with regard to their affairs as each
may reasonably request.
5. STATUS OF ADVISOR. The services of the Advisor to the Portfolios are
not to be deemed exclusive, and the Advisor shall be free to render similar
services to others so long as its services to the Portfolios are not impaired
thereby.
6. LIABILITY OF ADVISOR. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard by the Advisor of its obligations
and duties hereunder, the Advisor shall not be subject to any liability
whatsoever to the Portfolios, or to any shareholder of the Portfolios, for any
error of judgment, mistake of law or any other act or omission in the course of,
or connected with, rendering services hereunder including, without limitation,
for any losses that may be sustained in connection with the purchase, holding,
redemption or sale of any security on behalf of the Portfolios.
7. DELEGATION OF RESPONSIBILITIES TO SUB-ADVISORS. The Advisor may, at
its expense, select and contract with one or more investment advisors registered
under the Investment Advisers Act of 1940 ("Sub-Advisors") to perform some or
all of the services for a Portfolios for which it is responsible under this
Agreement. The Advisor will compensate any Sub-Advisor for its services to a
Portfolio. The Advisor may terminate the services of any Sub-Advisor at any time
in its sole discretion, and shall at such time assume the responsibility of such
Sub-Advisor unless and until a successor Sub-Advisor is selected and the
requisite approval of all of the Portfolio's shareholders is obtained. The
Advisor will continue to have responsibility for all advisory services furnished
by any Sub-Advisor.
8. DURATION AND TERMINATION. This Agreement shall become effective on
____________, 2002, provided that first it is approved by the Board of Trustees
of the Trust, including a majority of those Trustees who are not parties to this
Agreement or interested persons of any party hereto, in the manner provided in
Section 15(c) of the Investment Company Act of 1940, as amended (the "1940
Act"), and by the holders of a majority of the outstanding voting securities of
a Portfolio; and shall continue in effect until ____________, 2004. Thereafter,
this Agreement may continue in effect only if such continuance is approved at
least annually by: (i) the Trust's Board of Trustees; or (ii) by the vote of a
majority of the outstanding voting securities of the Portfolios; and in either
event by a vote of a majority of those Trustees of the Trust who are not parties
to this Agreement or interested persons of any such party in the manner provided
in Section 15(c) of the 1940 Act. This Agreement may be terminated by the Trust
at any time, without the payment of any penalty, by the Board of Trustees of the
Trust or by vote of the holders of a majority of the outstanding voting
securities of the Portfolio on 60 days' written notice to the Advisor. This
Agreement may be terminated by the Advisor at any time, without the payment of
any penalty, upon 60 days'
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written notice to the Trust. This Agreement will automatically terminate in
the event of its assignment. Any notice under this Agreement shall be given
in writing, addressed and delivered or mailed postpaid, to the other party at
the principal office of such party.
As used in this Section 8, the terms "assignment," "interested person," and
"a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
9. NAME OF ADVISOR. The parties agree that the Advisor has a proprietary
interest in the name "UBS," and the Trust agrees to promptly take such action as
may be necessary to delete from its legal name and/or the name of the Portfolio
any reference to the name of the Advisor promptly after receipt from the Advisor
of a written request therefor.
10. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this ____ day of _________, 2002.
Attest: UBS RELATIONSHIP FUNDS
By: By:
-------------------------- --------------------------
Name Name
Title Title
UBS GLOBAL ASSET MANAGEMENT
Attest: (AMERICAS) INC.
By: By:
-------------------------- --------------------------
Name Name
Title Title
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SCHEDULE A
UBS RELATIONSHIP FUNDS
1. UBS Global Securities Relationship Fund
2. UBS Global Bond Relationship Fund
3. UBS U.S. Large Cap Equity Relationship Fund
4. UBS U.S. Intermediate Cap Relationship Fund
5. UBS U.S. Value Equity Relationship Fund
6. UBS U.S. Small Cap Equity Relationship Fund
7. UBS Emerging Markets Equity Relationship Fund
8. UBS U.S. Core Plus Relationship Fund
9. UBS U.S. Bond Relationship Fund
10. UBS Short Duration Relationship Fund
11. UBS Enhanced Yield Relationship Fund
12. UBS U.S. Treasury Inflation Protected Securities Relationship Fund
13. UBS Short-Term Relationship Fund
14. UBS Emerging Markets Debt Relationship Fund
15. UBS Opportunistic Emerging Markets Debt Relationship Fund
16. UBS Opportunistic High Yield Relationship Fund
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