Exhibit 99.(4)(b)
UBS RMA TAX-FREE FUND INC.
SUB-ADVISORY AND SUB-ADMINISTRATION 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 Advisors 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 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 Americas as
sub-adviser and sub-administrator to provide certain investment advisory and
administrative services to UBS Financial Services and each Series, 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
contained herein, it is agreed between the parties as follows:
1. APPOINTMENT. UBS Financial Services hereby appoints UBS Global Americas
as its sub-adviser and sub-administrator with respect to each Series, 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 AMERICAS.
(a) Subject to the supervision of the Board of Directors ("Board") and UBS
Financial Services, UBS Global Americas 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 Americas will determine
from time to time what securities and other investments will be purchased,
retained or sold by each Series.
(b) UBS Global Americas 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 Americas
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 Americas 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
Americas 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 Americas 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 Americas or any affiliated person thereof;
except in accordance with the federal securities laws and the rules and
regulations thereunder. Whenever UBS Global Americas 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 Americas, 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 Americas 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 Americas 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 Americas 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 Americas 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:
(i) UBS Global Americas 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.
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(ii) UBS Global Americas 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 Americas will pay the salaries of all such personnel.
(iii) UBS Global Americas 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 Americas 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 Americas 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 Americas 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 Americas
hereunder are not to be deemed to be exclusive, and UBS Global Americas 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 Americas
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 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 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 by UBS
Global Americas pursuant to this Contract with respect to each Series, UBS
Financial Services will pay to UBS Global Americas a percentage of the fee
received by UBS Financial Services pursuant to
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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 Americas 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 Americas 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 Americas
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 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.
(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 Americas 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
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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.
UBS FINANCIAL SERVICES INC.
Attest:/s/ Xxxxxx Xxxxx /s/ Xxxxxxx Xxxxxxx
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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 /s/ Xxxxx X. Xxxxxx
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Name: Xxxx Xxxxxxx Name: Xxxxx X. Xxxxxx
Title: Director & Assoc. General Title: Executive Director &
Counsel Sr. Assoc. Gen. Counsel
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