Exhibit 99.(4)(b)
UBS RMA TAX-FREE FUND INC.
SUB-ADVISORY AND SUB-ADMINISTRATION CONTRACT
Contract made as of March 1, 2004, 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 (US) Inc. ("UBS Global AM"), a
Delaware corporation registered as a broker-dealer under the 1934 Act and as an
investment adviser under the Advisers Act.
WHEREAS, UBS Financial Services has entered into an Investment Advisory and
Administration Contract dated March 1, 1989 ("Advisory Contract") with UBS RMA
Tax-Free Fund Inc. ("Corporation"), an open-end management investment company
registered under the Investment Company Act of 1940, as amended ("1940 Act"),
which intends to offer for public sale distinct series of shares of common stock
("Series"), each corresponding to a distinct portfolio; and
WHEREAS, under the Advisory Contract UBS Financial Services has agreed to
provide certain investment advisory and administrative services to the Series as
now exist and as hereafter may be established; and
WHEREAS, the Advisory Contract authorizes UBS Financial Services to
delegate certain of its duties as investment adviser and administrator under the
Advisory Contract to a sub-adviser or sub-administrator; and
WHEREAS, UBS Financial Services wishes to retain UBS Global AM as
sub-adviser and sub-administrator to provide certain investment advisory and
administrative services to UBS Financial Services and each Series, and UBS
Global AM 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
contained herein, it is agreed between the parties as follows:
1. APPOINTMENT. UBS Financial Services hereby appoints UBS Global AM as
its sub-adviser and sub-administrator with respect to each Series, and UBS
Global AM 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.
(a) Subject to the supervision of the Board of Directors ("Board") and UBS
Financial Services, UBS Global AM will provide a continuous investment
program for each Series including investment research and management with
respect to all securities, investments and cash equivalents held in the
portfolio of each Series. UBS Global AM will determine
from time to time what securities and other investments will be purchased,
retained or sold by each Series.
(b) UBS Global AM 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 AM 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 AM 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 AM
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 AM 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 such Series over the long term. In no instance will
portfolio securities be purchased from or sold to UBS Financial Services,
UBS Global AM or any affiliated person thereof, except in accordance with
the federal securities laws and the rules and regulations thereunder.
Whenever UBS Global AM 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 AM, 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 a Series.
(c) UBS Global AM 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 UBS Financial Services
or the Board reasonably may request. In compliance with the requirements of
Rule 31a-3 under the 1940 Act, UBS Global AM 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 AM will oversee the computation of the net asset value and
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 UBS Financial Services or
the Board.
(e) UBS Global AM will assist in administering the affairs of the
Corporation and each Series, subject to the supervision of the Board and
UBS Financial Services, and further subject to the following
understandings:
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(i) UBS Global AM will supervise all aspects of the operation of
the Corporation and each Series 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 Corporation
and each Series.
(ii) UBS Global AM will provide the Corporation and each Series with
such administrative and clerical personnel (including officers
of the Corporation) as are reasonably deemed necessary or
advisable by the Board and UBS Financial Services, and UBS
Global AM will pay the salaries of all such personnel.
(iii) UBS Global AM will provide the Corporation and each Series 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 Corporation and each Series.
(iv) UBS Global AM 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 reports to shareholders of each Series, the
Securities and Exchange Commission and other appropriate
federal or state regulatory authorities.
(v) UBS Global AM 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.
3. DUTIES RETAINED BY UBS FINANCIAL SERVICES. UBS Financial Services will
continue to provide to the Board and each Series the services described in
subparagraphs 3(e), (f) and (g) of the Advisory Contract.
4. FURTHER DUTIES. In all matters relating to the performance of this
Contract, UBS Global AM 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 UBS Financial
Services, and will comply with the requirements of the 1940 Act, the rules
thereunder, and all other applicable federal and state laws and
regulations.
5. SERVICES NOT EXCLUSIVE. The services furnished by UBS Global AM
hereunder are not to be deemed to be exclusive, and UBS Global AM 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 AM, 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
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part to the management or other aspects of any other business, whether of a
similar nature or a dissimilar nature.
6. EXPENSES. During the term of this Contract, UBS Global AM will pay all
expenses incurred by it in connection with its services under this
Contract.
7. COMPENSATION. For the services provided and expenses assumed by UBS
Global AM pursuant to this Contract with respect to each Series, UBS
Financial Services will pay to UBS Global AM a percentage of the fee
received by UBS Financial Services pursuant to the Advisory Contract with
respect to such Series, such percentage to be equal to, on an annual basis,
0.08% of such Series' average daily net assets, such compensation to be
paid monthly.
8. LIMITATION OF LIABILITY OF UBS GLOBAL AM. UBS Global AM will not be
liable for any error of judgment or mistake of law or for any loss suffered
by UBS Financial Services or the Corporation or the shareholders of any
Series 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. Any person, even though also
an officer, director, employee, or agent of UBS Global AM, 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 services to or acting solely for the Series or the
Corporation and not as an officer, director, employee, or agent or one
under the control or direction of UBS Global AM even though paid by it.
9. DURATION AND TERMINATION.
(a) This Contract will 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 the Board or with
respect to any given Series, by vote of a majority of the outstanding
voting securities of such Series.
(b) Unless sooner terminated as provided herein, this Contract will
continue in effect for two years from the above written date. Thereafter,
if not terminated, this Contract will continue automatically for successive
periods of 12 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 by either party hereto at any time, without the
payment of any penalty, on sixty days' written notice to the other party;
this Contract also may be terminated at any time, without the payment of
any penalty, by vote of the Board or by vote of a majority of the
outstanding voting securities of such Series on sixty days' written notice
to UBS Global AM and UBS Financial Services. 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 and will automatically terminate upon termination of the
Advisory Contract.
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, 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.
11. 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.
12. 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" and "assignment" shall have the same
meaning as such terms have in the 1940 Act.
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.
Attest: UBS Financial Services Inc.
/s/ Xxxxx X. Xxxxxx By: /s/ Xxx Xxxxx
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Name: Xxxxx X. Xxxxxx Name: Xxx Xxxxx
Title: EVP Title: Executive Vice President
Attest: UBS Global Asset Management (US) Inc.
/s/ Xxxxx X. Xxxxxxxxxx By: /s/ Xxxx Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx Name: Xxxx Xxxxxxxx
Title: Executive Vice President Title: Executive Director
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