For period ending September 30, 2006 Exhibit 77 Q.1
File number 811-2802
UBS CASHFUND INC.
SUB-ADVISORY 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 Advisers 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 wishes to retain UBS Global Americas as
sub-adviser to provide certain investment advisory services to UBS Financial
Services in connection with UBS Financial Services services as investment
adviser to UBS Cashfund Inc. (the Fund), an open-end, diversified
management investment company registered under the Investment Company
Act of 1940, as amended (the 1940 Act); and
WHEREAS, UBS Global Americas is willing to render such sub-advisory
services as described herein to UBS Financial Services upon the terms
and for the compensation 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 its sub-adviser and UBS Global Americas
accepts such appointment and agrees that it will furnish the
services set forth in paragraph 2 below.
2. Services. Subject to the supervision of the Funds board of
directors, UBS Global America will provide a continuous
investment program for the Funds portfolio, including
investment research and management with respect to all
securities and investments and cash equivalents in the portfolio.
UBS Global Americas will determine from time to time what securities
and other investments will be purchased, retained or sold by the Fund.
UBS Global Americas will provide the services under this Contract in
accordance with the Funds investment objective, policies and
restrictions as stated in the Funds current prospectus. UBS Global
Americas further agrees that it:
(a) will conform with all applicable rules and regulations of the
Securities and Exchange Commission;
(b) will place orders pursuant to its investment determinations for
the Fund either directly with the issuer or with any broker or dealer.
In placing orders with brokers and dealers, UBS Global Americas
will attempt to obtain the best net price and the most favorable
execution of its orders. Consistent with this obligation, when
the execution and price offered by two or more brokers or
dealers are comparable, UBS Global Americas may, in its discretion,
purchase and sell portfolio securities to and from brokers and
dealers who provide the Fund with research, advice and other
services. 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 rules
and regulations promulgated by the Securities and Exchange
Commission pursuant to the 1940 Act.
(c) will maintain all books and records with respect to the Funds
securities transactions and will furnish the Funds board of
directors such periodic and special reports as UBS Financial
Services or the Funds board may request.
3. Services Not Exclusive. UBS Global Americas services hereunder
are not deemed to be exclusive, and UBS Global Americas is free
to render advisory, administrative or other services to other
funds or clients so long as UBS Global Americas services under
this Contract are not impaired thereby.
4. Books and Records. In compliance with the requirements of Rule
31a-3 under the 1940 Act, UBS Global Americas agrees that all
records it maintains for the Fund are the property of the Fund,
and further agrees to surrender promptly to the Fund any such
records upon the Funds request. UBS Global Americas agrees to
maintain for the Fund the records the Fund is required to maintain
under Rule 31a-1(b)(1) (but limited to maintaining original
confirmations of purchase and sales of securities showing for
each such transaction the name and quantity of securities, the
unit and aggregate purchase or sale price, commission paid, the
market on which effected, the trade date, the settlement date,
and the name of the person through or from whom purchased or
received or to whom sold or delivered) and the records the Fund
is required to maintain under Rule 31a-1(b)(2)(ii), (3), (5),
(6), (7), (9) and (10), and to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records it
maintains for the Fund.
5. 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.
6. Compensation. For the services provided and expenses assumed
pursuant to this Contract, UBS Financial Services will pay UBS
Global Americas a percentage of the fee received by UBS Financial
Services pursuant to the Investment Advisory and Administration
Contract with respect to such Series, such percentage to be equal to,
on an annual basis, 0.06% of such Funds average daily net assets,
such compensation to be paid monthly.
7. Limitation of Liability. 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 by the Fund or its shareholders 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.
8. Duration and Termination. This Contract, unless sooner terminated
as provided herein, will continue automatically for successive
periods of 12 months each, provided such continuance is specifically
approved at least annually (a) by a vote of a majority of those
members of the Funds board of directors 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 (b) by the Funds board of directors or by vote of
a majority of the outstanding voting securities of the Fund.
Notwithstanding the foregoing, this Contract may be terminated
by either party hereto at any time, without the payment of any
penalty, on 90 days written notice to the other party, and will
be terminated automatically upon any termination of the Investment
Advisory and Administration Contract between the Fund and UBS
Financial Services. In addition, notwithstanding the foregoing,
this Contract may be terminated by the Fund at any time, without
the payment of any penalty, by vote of the Funds board of
directors or by vote of a majority of the outstanding voting
securities of the Fund on 60 days written notice to UBS Global
Americas.
9. 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 shall be effective
until approved by vote of the holders of a majority of the Funds
outstanding voting securities.
10. 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
and shall be governed by Delaware law.
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:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Director
UBS FINANCIAL SERVICES INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director & Head of ICS
Attest:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director and Associate General Counsel
UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Director & Sr. Assoc. Gen. Counsel