Ex-99.(4)(d)
FORM OF MASTER TRANSFER AND NOVATION AGREEMENT
(SUB-ADVISORY AND SUB-ADMINISTRATION CONTRACTS)
THIS MASTER TRANSFER AND NOVATION AGREEMENT (as amended, modified or
supplemented from time to time, the "AGREEMENT"), dated as of April 1, 2006,
by and among UBS GLOBAL ASSET MANAGEMENT (US) INC., a Delaware corporation
registered as a broker dealer under the Securities Exchange Act of 1934, as
amended (the "1934 ACT"), and as an investment adviser under the Investment
Advisers Act of 1940, as amended ("ADVISERS ACT") ("UBS GLOBAL AM"), UBS
GLOBAL ASSET MANAGEMENT (AMERICAS) INC., a Delaware corporation registered as
an investment adviser under the Advisers Act ("UBS GLOBAL AMERICAS"), UBS
FINANCIAL SERVICES INC., a Delaware corporation registered as a broker-dealer
under the 1934 Act, and as an investment adviser under the Advisers Act ("UBS
FINANCIAL SERVICES"), and each of the investment companies listed on the
signature pages hereto (each a "FUND" and together, the "FUNDS").
WHEREAS, UBS Global AM is sub-adviser and sub-administrator of the Funds
pursuant, in the case of each Fund, to the contract(s) listed next to the
name of such Fund in SCHEDULE I hereto (each, as amended, modified or
supplemented from time to time, a "CONTRACT" and together, the "CONTRACTS").
WHEREAS, UBS Global AM, pursuant to each Contract, has agreed to provide
sub-advisory, sub-management and/or sub-administrative services to the Fund
that is party to such Contract and to each portfolio or series of such Fund
as now exists and as hereafter may be established.
WHEREAS, the group of affiliated companies of which UBS Global AM is a
member desires to undertake and consummate an internal business
re-organization involving UBS Global AM and UBS Global Americas, which is an
affiliate of UBS Global AM as well as a member of such group of affiliated
companies.
WHEREAS, pursuant to such internal business re-organization, UBS Global
AM desires to transfer by novation to UBS Global Americas all of UBS Global
AM's rights, title and interest, in and under each Contract, and all of UBS
Global AM's duties and obligations under each Contract (each such transfer by
novation is referred to herein as a "NOVATION").
WHEREAS, UBS Global Americas desires to agree to the Novation and
thereby accept such rights, title and interest, and assume such duties and
liabilities.
WHEREAS, each Fund desires to acknowledge and agree to the Novation of
the Contract to which such Fund is a party and, pursuant to such Novation,
accept UBS Global Americas, and substitute UBS Global Americas for UBS Global
AM, as sub-adviser and sub-administrator to furnish sub-administrative,
sub-advisory and sub-management services to such Fund, and each portfolio or
series of such Fund as now exists and as hereafter may be established, in
accordance with the terms of such Contract.
WHEREAS, UBS Financial Services, which is investment adviser and
administrator of each Fund and a party to each Contract, has delegated (by
executing and delivering such
Contract) its duties as investment adviser and administrator of the Fund to
which such Contract relates (the "ADVISER AND ADMINISTRATOR DUTIES") to UBS
Global AM and now desires to acknowledge and agree to the Novation, and
thereby to delegate the Adviser and Administrator Duties to UBS Global
Americas.
WHEREAS, UBS Global AM, UBS Global Americas, UBS Financial Services, and
the Funds have received an opinion of counsel, of even date herewith, that
the Novation of each Contract may be effected without the approval of the
shareholders of the Fund to which such Contract relates because, among other
things, such Novation would not be deemed to be an "assignment" of such
Contract under the Investment Company Act of 1940, as amended (the "1940
ACT") or an amendment of such Contract under applicable State law (the
"OPINION").
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, each Fund agrees with each of UBS Financial Services, UBS
Global AM and UBS Global Americas, and each of UBS Financial Services, UBS
Global AM and UBS Global Americas agrees with each other and such Fund, in
each case in respect of the Contract to which such Fund is a party, as
follows:
1. NOVATION. With effect from the date hereof:
(a) UBS Global Americas shall have (and hereby accepts) the benefit of
all of the rights, title and interest, of UBS Global AM in and under such
Contract, and shall perform (and UBS Global Americas hereby assumes) all of
the duties and obligations of UBS Global AM under such Contract.
(b) UBS Global Americas shall be bound by such Contract in every way as
if it were named as a party thereto in substitution for UBS Global AM.
(c) Such Fund acknowledges, and agrees to, the Novation of such rights,
title and interests, and duties and obligations, by UBS Global AM to UBS
Global Americas, and acknowledges, and agrees to, the assumption by UBS
Global Americas of such duties and obligations, in each case in respect of
the Contract to which such Fund is a party. Such Fund shall be bound by such
Contract in everyway as if UBS Global Americas were named as a party thereto
in substitution for UBS Global AM.
(d) UBS Financial Services acknowledges, and agrees to, the Novation of
such rights, title and interests, and duties and obligations, by UBS Global
AM to UBS Global Americas, and acknowledges, and agrees to, the assumption by
UBS Global Americas of such duties and obligations. Pursuant to such
acknowledgement and agreement, UBS Financial Services hereby also delegates
the Adviser and Administrator Duties relating to such Fund to UBS Global
Americas. UBS Financial Services shall be bound by such Contract in everyway
as if UBS Global Americas were named as a party thereto in substitution for
UBS Global AM.
(e) Each of UBS Financial Services, UBS Global AM and such Fund agrees
that UBS Global Americas shall have no liability to UBS Financial Services,
UBS Global AM or such Fund in respect of any duties, obligations, causes of
action, claims, liabilities or losses of any kind whatsoever arising out of
or in connection with or under such Contract prior to the date hereof.
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(f) Each of UBS Financial Services, UBS Global Americas and such Fund
agrees that UBS Global AM shall have no liability to UBS Financial Services,
UBS Global Americas or such Fund in respect of any duties, obligations,
causes of action, claims, liabilities or losses of any kind whatsoever
arising out of or in connection with or under such Contract on or after the
date hereof.
2. SEPARATE AGREEMENTS. Except as otherwise set forth in this Section
2, upon the execution and delivery by a Fund of its signature page hereto,
(a) this Agreement shall be deemed to have been entered into by such Fund,
UBS Financial Services, UBS Global AM and UBS Global Americas only (with no
other Fund or person being a party hereto), (b) this Agreement shall be
deemed to be in relation to the Contract to which such Fund is a party and to
no other Contract, and (c) this Agreement, and such Fund's agreements,
consents, acknowledgements, rights and liabilities hereunder, shall be
construed accordingly. Without prejudice to the generality of the foregoing,
(i) no Fund has entered into this Agreement with the intention of creating
any legal relations with any other Fund and each Fund has rights and
liabilities under, and is otherwise a party to, this Agreement severally in
its own capacity and not jointly with any other Fund, and (ii) no Fund shall
have any contractual relationship, or rights against or owe any duties or
obligations to, any other Fund arising out of, or in connection with, or
merely because it or such other Fund is a party to, this Agreement.
Each Fund (for the benefit of itself, each other Fund and each of UBS
Financial Services, UBS Global AM and UBS Global Americas) and each of UBS
Financial Services (for the benefit of itself, each Fund, UBS Global AM and
UBS Global Americas), UBS Global AM (for the benefit of itself, each Fund,
UBS Financial Services and UBS Global Americas) and UBS Global Americas (for
the benefit of itself, each Fund, UBS Financial Services and UBS Global AM)
agrees to this Section 2 and, to the extent it relates to this Section 2, to
Section 5 of this Agreement.
3. 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 whom enforcement of the change,
waiver, discharge or termination is sought.
4. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be an original but all of which together
shall constitute but one and the same agreement.
5. GOVERNING LAW. This Agreement (other than Section 2) shall be
construed in accordance with (a) the laws of the State of Delaware without
giving effect to the conflicts of laws principles thereof (if such Contract
expressly provides that it, or some part of it, shall be construed in
accordance with the laws of the State of Delaware without giving effect to
the conflicts of laws principles thereof) or, (b) the laws of the State of
New York without giving effect to the conflicts of laws principles thereof
(if such Contract does not expressly provide for any governing law). To the
extent that the applicable laws of such State conflict with the applicable
provisions of the 1940 Act, the latter shall control. Section 2 of this
Agreement shall be construed in accordance with the laws of the State of New
York, without giving effect to the conflicts of law principles thereof, and
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.
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6. 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 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.
Where the effect of a requirement of the 1940 Act applicable to this
Agreement or the transactions contemplated hereby is revised or relaxed by a
rule, regulation, order, interpretation or "no-action" assurance or letter of
the U.S. Securities and Exchange Commission or its staff, whether of special
or general application, this Agreement shall be deemed to incorporate the
effect of such rule, regulation or order. Without prejudice to the
generality of the foregoing, capitalized terms defined in this Agreement,
including in the recitals to this Agreement, shall have the meanings given to
them in this Agreement or such recitals.
7. NEW AGREEMENT EXECUTION. Each of UBS Financial Services, UBS Global
Americas and each Fund may, but shall not be required to, execute a new
agreement that is in substance identical to the Contract to which such Fund
is a party (other than for the substitution of UBS Global Americas for UBS
Global AM and the date of the agreement). Such agreement, with UBS Global
Americas so substituted, shall be effective as of the date thereof, shall
replace such Contract and, as stated in the Opinion, shall not require the
approval of the shareholders of such Fund.
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