Exhibit 99.(5)(b)
DEALER AGREEMENT
UBS RMA MONEY FUND, INC.
AGREEMENT made as of July 1, 2005, between UBS Global Asset Management (US)
Inc. ("UBS Global AM"), a Delaware corporation, and UBS Financial Services Inc.,
a Delaware corporation.
WHEREAS UBS RMA Money Fund, Inc. ("Fund") is a Maryland corporation
registered under the Investment Company Act of 1940, as amended ("1940 Act"), as
an open-end management investment company; and
WHEREAS the Fund currently offers three distinct series of shares of common
stock ("Series"), which correspond to distinct portfolios which have been
designated as the Money Market Portfolio, U.S. Government Portfolio and UBS
Retirement Money Fund for which the Fund's board of directors ("Board") has
established shares of common stock ("Shares") and has adopted a Plan of
Distribution pursuant to Rule 12b-1 under the 1940 Act with respect to the
Series designated as U.S. Government Portfolio and UBS Retirement Money Fund and
such other Series as may hereafter be designated by the Board and has adopted a
Shareholder Services Plan with respect to the Money Market Portfolio; and
WHEREAS UBS Global AM has entered into a Principal Underwriting Contract
with the Fund ("Underwriting Contract") pursuant to which UBS Global AM serves
as principal underwriter in connection with the offering and sale of the Shares
of the above-referenced Series and of such other Series as may hereafter be
designated by the Board and have one or more classes of Shares established; and
WHEREAS UBS Global AM desires to retain UBS Financial Services Inc. as its
agent in connection with the offering and sale of the Shares of each Series and
to delegate to UBS Financial Services Inc. performance of certain of the
services which UBS Global AM provides to the Fund under the Underwriting
Contract; and
WHEREAS UBS Financial Services Inc. is willing to act as UBS Global AM's
agent in connection with the offering and sale of such Shares and to perform
such services on the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the premises and the mutual covenants
contained herein, UBS Global AM and UBS Financial Services Inc. agree as
follows:
1. APPOINTMENT. UBS Global AM hereby appoints UBS Financial Services Inc.
as its agent to sell and to arrange for the sale of the Shares on the terms and
for the period set forth in this Agreement. UBS Global AM also appoints UBS
Financial Services Inc. as its agent for the performance of certain other
services set forth herein, which UBS Global AM provides to the Fund under the
Underwriting Contract. UBS Financial Services Inc. hereby accepts such
appointments and agrees to act hereunder. It is understood, however, that these
appointments do not preclude UBS Global AM from entering into agreements with
other registered and qualified
retail dealers for the sale of Shares or preclude sales of the Shares directly
through the Fund's transfer agent in the manner set forth in the Registration
Statement. As used in this Agreement, 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 ("1933 Act"),
and the 1940 Act.
2. SERVICES, DUTIES AND REPRESENTATIONS OF UBS FINANCIAL SERVICES INC.
(a) UBS Financial Services Inc. agrees to sell the Shares on a best
efforts basis from time to time during the term of this Agreement as agent for
UBS Global AM and upon the terms described in this Agreement and the
Registration Statement.
(b) Upon the later of the date of this Agreement or the initial offering
of Shares by a Series to the public, UBS Financial Services Inc. will hold
itself available to receive orders, satisfactory to UBS Financial Services Inc.
and UBS Global AM, for the purchase of Shares and will accept such orders on
behalf of UBS Global AM and the Fund as of the time of receipt of such orders
and will promptly transmit such orders as are accepted to the Fund's transfer
agent. Purchase orders shall be deemed effective at the time and in the manner
set forth in the Registration Statement.
(c) UBS Financial Services Inc. in its discretion may sell Shares
through (i) its correspondent firms and customers of such firms; and (ii) such
other registered and qualified retail dealers as it may select, subject to the
approval of UBS Global AM. In making agreements with such dealers, UBS Financial
Services Inc. shall act only as principal and not as agent for UBS Global AM or
the Fund.
(d) The offering price of the Shares shall be the net asset value per
share as next determined by the Fund following receipt of an order at UBS
Financial Services Inc.'s principal office as set forth in the Registration
Statement. UBS Global AM shall promptly furnish or arrange for the furnishing to
UBS Financial Services Inc. from the Fund of a statement of each computation of
net asset value.
(e) UBS Financial Services Inc. shall not be obligated to sell any
certain number of Shares.
(f) To facilitate redemption of Shares by shareholders directly or
through dealers, UBS Financial Services Inc. is authorized but not required on
behalf of UBS Global AM and the Fund to repurchase Shares presented to it by
shareholders, its correspondent firms and other dealers at the price determined
in accordance with, and in the manner set forth in, the Registration Statement.
(g) UBS Financial Services Inc. shall provide ongoing shareholder
services, which include responding to shareholder inquiries, providing
shareholders with information on their investments in the Shares and any other
services now or hereafter deemed to be appropriate activities for the payment of
"service fees" under Rule 2830 of the Conduct Rules
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of the National Association of Securities Dealers, Inc. ("NASD") (collectively,
"service activities").
(h) UBS Financial Services Inc. represents and warrants that: (i) it is
a member in good standing of the NASD and agrees to abide by the Conduct Rules
of the NASD; (ii) it is registered as a broker-dealer with the Securities and
Exchange commission; (iii) it will maintain any filings and licenses required by
federal and state laws to conduct the business contemplated under this
Agreement; and (iv) it will comply with all federal and state laws and
regulations applicable to the offer and sale of the Shares.
(i) UBS Financial Services Inc. shall not incur any debts or obligations
on behalf of UBS Global AM or the Fund. UBS Financial Services Inc. shall bear
all costs that it incurs in selling the Shares and in complying with the terms
and conditions of this Agreement as more specifically set forth in paragraph 8.
(j) UBS Financial Services Inc. shall not permit any employee or agent
to offer or sell Shares to the public unless such person is duly licensed under
applicable federal and state laws and regulations.
(k) UBS Financial Services Inc. shall not (i) furnish any information or
make any representations concerning the Shares other than those contained in the
Registration Statement or in sales literature or advertising that has been
prepared or approved by UBS Global AM as provided in paragraph 6 or (ii) offer
or sell the Shares in jurisdictions in which they have not been approved for
offer and sale.
(l) UBS Financial Services Inc. represents that it will only accept and
transmit orders in compliance with the Fund's prospectus and applicable federal
securities law. UBS Financial Services Inc. further represent that it will not
transmit an order for purchase of shares of the Fund on any day unless such
order was received prior to 4:00 p.m. Eastern Time on such day.
(m) UBS Financial Services Inc. affirms that it has procedures in place
reasonably designed to protect the privacy of non-public personal
consumer/customer financial information.
(n) The Fund and UBS Financial Services Inc. may have obligations under
the laws and regulations of the United States to verify the source of funds and
identity of investors in accordance with the USA PATRIOT Act, and any rules or
regulations adopted thereunder (collectively "the PATRIOT Act"). UBS Financial
Services Inc. shall monitor transactions in the Fund to the extent required by
the PATRIOT Act and comply with UBS Financial Services Inc. customer
identification program procedures as described in Exhibit A.
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3. SERVICES NOT EXCLUSIVE. The services furnished by UBS Financial Services
Inc. hereunder are not to be deemed exclusive and UBS Financial Services Inc.
shall be free to furnish similar services to others so long as its services
under this Agreement are not impaired thereby. Nothing in this Agreement shall
limit or restrict the right of any director, officer or employee of UBS
Financial Services Inc. who may also be a director, Board member, officer or
employee of UBS Global AM or the Fund, 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 or a dissimilar nature.
4. COMPENSATION.
(a) As compensation for its service activities under this Agreement with
respect to the Shares, UBS Global AM shall pay to UBS Financial Services Inc.
service fees with respect to Shares maintained in shareholder accounts serviced
by UBS Financial Services Inc. employees, correspondent firms and other dealers
in such amounts as UBS Global AM and UBS Financial Services Inc. may from time
to time agree upon.
(b) Also as compensation for its activities under this Agreement, UBS
Global AM may pay to UBS Financial Services Inc. such commissions and other
compensation out of its own resources as UBS Global AM and UBS Financial
Services Inc. may from time to time agree upon.
(c) UBS Financial Services Inc. may reallow all or any part of the
service fees, commissions or other compensation which it is paid under this
Agreement to its correspondent firms or other dealers, in such amounts as UBS
Financial Services Inc. may from time to time determine.
(d) UBS Global AM's obligation to pay compensation to UBS Financial
Services Inc. as agreed upon pursuant to this paragraph 4 is not contingent upon
receipt by UBS Global AM of any compensation from the Fund or Series. UBS Global
AM shall advise the Board of any agreements or revised agreements as to
compensation to be paid by UBS Global AM to UBS Financial Services Inc., but
shall not be required to obtain prior approval for such agreements from the
Board.
5. DUTIES OF UBS GLOBAL AM.
(a) It is understood that the Fund reserves the right at any time to
withdraw all offerings of any class or classes of Shares of any or all Series by
written notice to UBS Global AM.
(b) UBS Global AM shall keep UBS Financial Services Inc. fully informed
of the Fund's affairs and shall make available to UBS Financial Services Inc.
copies of all information, financial statements and other papers that UBS
Financial Services Inc. may reasonably request for use in connection with the
distribution of Shares, including, without limitation, certified copies of any
financial statements prepared for the Fund by its independent public accountant
and such reasonable number of copies of the most current prospectus,
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statement of additional information, and annual and interim reports of any
Series as UBS Financial Services Inc. may request, and UBS Global AM shall
cooperate fully in the efforts of UBS Financial Services Inc. to sell and
arrange for the sale of Shares and in the performance of UBS Financial Services
Inc. under this Agreement.
(c) UBS Global AM shall not require or expect the Fund to direct any
brokerage commissions to UBS Financial Services Inc. to compensate it for
promoting or selling any shares of the Fund.
(d) UBS Global AM shall comply with all state and federal laws and
regulations applicable to a distributor of the Shares.
(e) UBS Global AM shall promptly notify UBS Financial Services Inc.
if the Fund's Registration Statement ceases to become effective.
(f) UBS Global AM represents and warrants that as of the date hereof and
throughout the term of this Agreement the Shares of the Fund are qualified for
sale under or are exempt from the requirements of the respective securities laws
of the states and jurisdictions listed on Schedule A of this Agreement. UBS
Global AM shall promptly notify UBS Financial Services Inc. in the event Shares
of the Fund cease to be qualified for sale under or cease to qualify for an
exemption from the requirements of the respective securities laws of the states
and jurisdictions listed on Schedule A.
6. ADVERTISING. UBS Global AM agrees to make available such sales and
advertising materials relating to the Shares as UBS Global AM in its discretion
determines appropriate. UBS Financial Services Inc. agrees to submit all sales
and advertising materials developed by it relating to the Shares to UBS Global
AM for approval. UBS Financial Services Inc. agrees not to publish or distribute
such materials to the public without first receiving such approval in writing.
UBS Global AM shall assist UBS Financial Services Inc. in obtaining any
regulatory approvals of such materials that may be required of or desired by UBS
Financial Services Inc.
7. RECORDS. UBS Financial Services Inc. agrees to maintain all records
required by applicable state and federal laws and regulations relating to the
offer and sale of the Shares. UBS Global AM and its representatives shall have
access to such records during normal business hours for review or copying.
8. EXPENSES OF UBS FINANCIAL SERVICES INC. UBS Financial Services Inc.
shall bear all costs and expenses of (i) preparing, printing, and distributing
any materials not prepared by the Fund or UBS Global AM and other materials used
by UBS Financial Services Inc. in connection with its offering of the Shares for
sale to the public; (ii) any expenses of advertising incurred by UBS Financial
Services Inc. in connection with such offering; (iii) the expenses of
registration or qualification of UBS Financial Services Inc. as a dealer or
broker under federal or state laws and the expenses of continuing such
registration or qualification; and (iv) all compensation paid to UBS Financial
Services Inc.'s Financial Advisors or other employees and others for selling
Shares, and all expenses of UBS Financial Services Inc., its
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Financial Advisors and employees and others who engage in or support the sale of
Shares as may be incurred in connection with their sales efforts. UBS Financial
Services Inc. shall bear such additional costs and expenses as it and UBS Global
AM may agree upon. UBS Global AM shall advise the Board of any such agreement as
to additional costs and expenses borne by, but shall not be required to obtain
prior approval for such agreements from the Board.
9. INDEMNIFICATION.
(a) UBS Global AM agrees to indemnify, defend, and hold UBS Financial
Services Inc., its officers and directors, and any person who controls UBS
Financial Services Inc. within the meaning of Section 15 of the 1933 Act, free
and harmless from and against any and all claims, demands, liabilities, and
expenses (including the cost of investigating or defending such claims, demands,
or liabilities and any counsel fees incurred in connection therewith) which UBS
Financial Services Inc., its officers, directors, or any such controlling person
may incur under the 1933 Act, under common law or otherwise, arising out of or
based upon any alleged untrue statement of a material fact contained in the
Registration Statement; arising out of or based upon any alleged omission to
state a material fact required to be stated in the Registration Statement
thereof or necessary to make the statements in the Registration Statement
thereof not misleading; or arising out of any sales or advertising materials
with respect to the Shares provided by UBS Global AM to UBS Financial Services
Inc. However, this indemnity agreement shall not apply to any claims, demands,
liabilities, or expenses that arise out of or are based upon any such untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with information furnished in writing by UBS Financial
Services Inc. to UBS Global AM or the Fund for use in the Registration Statement
or in any sales or advertising material; and further provided, that in no event
shall anything contained herein be so construed as to protect UBS Financial
Services Inc. against any liability to UBS Global AM or the Fund or to the
shareholders of any Series to which UBS Financial Services Inc. would otherwise
be subject by reason of willful misfeasance, bad faith, or gross negligence in
the performance of its duties, or by reason of its reckless disregard of its
obligations under this Agreement.
(b) UBS Financial Services Inc. agrees to indemnify, defend, and hold
UBS Global AM and its officers and directors, the Fund, its officers and
Board members, and any person who controls UBS Global AM or the Fund within
the meaning of Section 15 of the 1933 Act, free and harmless from and against
any and all claims, demands, liabilities and expenses (including the cost of
investigating or defending against such claims, demands or liabilities and
any counsel fees incurred in connection therewith) which UBS Global AM or its
officers or directors or the Fund, its officers or Board members, or any such
controlling person may incur under the 1933 Act, under common law or
otherwise arising out of or based upon any breach by UBS Financial Services
Inc. of its duties or obligations under this Agreement.
10. DURATION AND TERMINATION.
(a) Unless sooner terminated as provided herein, this Agreement shall
continue in effect for two years from the above written date. Thereafter, if not
terminated, this Agreement shall continue automatically for successive periods
of twelve months each, provided
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that such continuance is specifically approved at least annually (i) by a
vote of a majority of those Board members who are not interested persons of
the Fund and, (x) for a class of Shares for which a Plan of Distribution has
been adopted or (y) for a class of Shares for which a Shareholder Services
Plan has been adopted, who also have no direct or indirect financial interest
in the operation of the Plan of Distribution or the Shareholder Services Plan
or in any agreements related thereto, cast in person at a meeting called for
the purpose of voting on such approval, and (ii) by the Board or with respect
to a class of Share of any given Series by vote of a majority of the
outstanding voting securities of that class of Shares of such Series.
(b) Notwithstanding the foregoing, with respect to a class of Shares of
any Series this Agreement may be terminated at any time, without the payment of
any penalty, by either party, upon the giving of at least 30 days' written
notice. Such notice shall be deemed to have been given on the date it is
received in writing by the other party or any officer thereof.
(c) Termination of this Agreement with respect to a class of Shares of
any given Series shall in no way affect the continued validity of this Agreement
or the performance thereunder with respect to any other classes of Shares of
that Series or any classes of Shares of any other Series. This Agreement will
automatically terminate in the event of its assignment or in the event that the
Underwriting Contract is terminated.
11. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
amended, 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.
12. USE OF UBS FINANCIAL SERVICES INC. NAME. UBS Financial Services Inc.
hereby authorizes UBS Global AM to use the name "UBS Financial Services Inc." or
any name derived therefrom in any sales or advertising materials prepared and/or
used by UBS Global AM in connection with its duties as distributor of the
Shares, but only for so long as this Agreement or any extension, renewal or
amendment hereof remains in effect, including any similar agreement with any
organization which shall have succeeded to the business of UBS Financial
Services Inc.
13. GOVERNING LAW. This Agreement shall be construed in accordance with the
laws of the State of New York and the 1940 Act. To the extent that the
applicable laws of the State of New York conflict with the applicable provisions
of the 1940 Act, the latter shall control.
14. MISCELLANEOUS. The captions in this Agreement 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 Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement
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shall not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors. As
used in this Agreement, the term "assignment" shall have the same meaning as
such term has in the 1940 Act. Where the effect of a requirement of the 1940 Act
reflected in any provision of this Agreement is relaxed by a rule, regulation or
order of the Securities and Exchange Commission, whether of special or general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated as of the day and year first written
above.
ATTEST: UBS Global Asset Management (US) Inc.
By: /s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx Xxxxxxxxx Name: Xxxxx X.Xxxxxx
Title: Director Title: Executive Director
ATTEST: UBS Financial Services Inc.
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X.Xxxxxxx ------------------
Title: Senior Vice President Name: Xxxxx X. Xxxxx
Director of Banking and Title: Executive Vice President
Transactional Solutions Director of Investment and
Marketing Solutions
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SCHEDULE A
All fifty (50) states
District of Columbia
Puerto Rico
Virgin Islands
