Exhibit No. Ex-99.d.2
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this ____ day of _________, 200_, by and between SMA
Relationship Trust, a Delaware statutory trust (the "Trust"), and UBS Global
Asset Management (US) Inc., a Delaware corporation (the "Advisor").
1. Duties of the Advisor. The Trust hereby appoints the Advisor to act as
investment advisor to Series T (the "Series") 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 Series, to continuously review,
supervise and administer the investment program of the Series, 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 Prospectus 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 and for the compensation provided
herein.
2. Portfolio Transactions. The Advisor shall provide the Series with a
trading department. The Advisor shall select, and with respect to 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 Series and is directed to
use its best efforts to ensure that the best available price and most favorable
execution of securities transactions for the Series 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 Series, or be in breach of any obligation owing to the Trust or in respect
of the Series under this Agreement, or otherwise, solely by reason of its having
caused the Series to pay a member of a securities exchange, a broker or a dealer
a commission for effecting a securities transaction for the Series 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 Series and to other
funds and advisory accounts for which the Advisor or any Sub-Advisor, as defined
in Section 8 hereof, exercises investment discretion. The Advisor will promptly
communicate to the officers and trustees of the Trust such information relating
to the Series transactions as they may reasonably request.
3. Compensation of the Advisor. The Advisor shall not receive a fee from
the Trust for the services rendered to the Series under this Agreement.
4. Reports. The Series 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 Series 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 Series 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 Series, or to any shareholder of the Series, 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 Series.
7. Delegation of Responsibilities to Sub-Advisors. The Advisor may, at its
expense, select and contract with one or more affiliated or unaffiliated
investment advisors registered under the Investment Advisers Act of 1940
("Sub-Advisors") to perform some or all of the services for the Series for which
it is responsible under this Agreement. The Advisor will compensate any
Sub-Advisor for its services to the Series. 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 the Series'
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
_________ __, 200_ 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 the
Series; and shall continue in effect until _________ __, 200_. 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 Series; 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 Series 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' 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 names "SMA Relationship Trust" and "SMART," and the Trust agrees
to promptly take such action as may be necessary to delete from its corporate
name and/or the name of the Series any reference to the names "SMA Relationship
Trust" and "SMART" 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.
11. Amendment of this Agreement. No provision of this Agreement 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 material amendment of this Agreement
shall be effective until approved by vote of a majority of the Series'
outstanding voting securities.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this ____ day of _________, 200_.
SMA RELATIONSHIP TRUST SMA RELATIONSHIP TRUST
By: ____________________________ By: ____________________________
Name: Name:
Title: Title:
UBS GLOBAL ASSET MANAGEMENT (US) INC. UBS GLOBAL ASSET MANAGEMENT (US) INC.
By: ____________________________ By: ____________________________
Name: Name:
Title: Title:
