For period ending May 31, 2006
Exhibit 77Q1
File number 811-8229
INVESTMENT ADVISORY AND ADMINISTRATION CONTRACT
Contract made as of April 1, 2006 between UBS INDEX TRUST, a Delaware
statutory trust (Trust), and UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.
(UBS Global Americas), a Delaware corporation registered as an investment
adviser under the Investment Advisers Act of 1940, as amended.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (1940 Act), as an openend management investment company,
and intends to offer for public sale distinct series of shares of beneficial
interest (Series), each corresponding to a distinct portfolio; and
WHEREAS, the Trust desires to retain UBS Global Americas as investment
adviser and administrator to furnish certain administrative, investment
advisory and portfolio management services to the Trust and each Series as
now exists and as hereafter may be established, and UBS Global Americas is
willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints UBS Global Americas as
investment adviser and administrator of the Trust and each Series for the
period and on the terms set forth in this Contract. UBS Global Americas
accepts such appointment and agrees to render the services herein set forth,
for the compensation herein provided.
2. Duties as Investment Adviser.
(a)Subject to the supervision of the Trusts Board of Trustees (Board),
UBS Global Americas will provide a continuous investment program for each
Series, including investment research and management with respect to all
securities and investments and cash equivalents in 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 the Series over the long term. In no instance will portfolio
securities be purchased from or sold to 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 Trust recognizes that in some cases this
procedure may adversely affect the results obtained for the 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 the Board
reasonably may request. In compliance with the requirements of Rule 31a3
under the 1940 Act, UBS Global Americas hereby agrees that all records which
it maintains for the Trust are the property of the Trust, agrees to preserve
for the periods prescribed by Rule 31a2 under the 1940 Act any records which
it maintains for the Trust and which are required to be maintained by Rule
31a1 under the 1940 Act, and further agrees to surrender promptly to the Trust
any records which it maintains for the Trust upon request by the Trust.
(d) UBS Global Americas will oversee the computation of the net asset
value and the net income of each Series as described in the currently effective
registration statement of the Trust under the Securities Act of 1933, as
amended, and the 1940 Act and any supplements thereto Registration Statement
or as more frequently requested by the Board.
(e) The Trust hereby authorizes UBS Global Americas and any entity or
person associated with UBS Global Americas which is a member of a national
securities exchange to effect any transaction on such exchange for the account
of any Series, which transaction is permitted by Section 11a of the
Securities Exchange Act of 1934, and the Trust hereby consents to the retention
of compensation by UBS Global Americas or person or entity associated with
UBS Global Americas.
3. Duties as Administrator. UBS Global Americas will administer the
affairs of the Trust and each Series subject to the supervision of the Board
and the following understandings:
(a) UBS Global Americas will supervise all aspects of the operations
of the Trust and each Series, including the oversight of transfer agency,
custodial and accounting services, 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 the affairs
of the Trust and each Series.
(b) UBS Global Americas will provide the Trust and each Series with
such corporate, administrative and clerical personnel (including officers of
the Trust) and services as are reasonably deemed necessary or advisable by the
Board, including the maintenance of certain books and records of the Trust and
each Series.
(c) UBS Global Americas will arrange, but not pay, for the periodic
preparation, updating, filing and dissemination (as applicable) of the Trusts
Registration Statement, proxy material, tax returns and required reports to
each Series shareholders and the Securities and Exchange Commission and other
appropriate federal or state regulatory authorities.
(d) UBS Global Americas will provide the Trust 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.
(e) UBS Global Americas will provide the Board on a regular basis with
economic and investment analyses and reports and make available to the Board
upon request any economic, statistical and investment services normally
available to institutional or other customers of UBS Global Americas.
4. Further Duties. In all matters relating to the performance of this
contract UBS Global Americas will act in conformity with the Trust Instrument,
ByLaws and Registration Statement of the Trust and with the instructions and
directions of the Board and will comply with the requirements of the 1940 Act,
the rules thereunder, and all other applicable federal and state laws and
regulations.
5. Delegation of UBS Global Americas Duties as Investment Adviser and
Administrator. With respect to any or all Series, UBS Global Americas may enter
into one or more contracts (SubAdvisory or SubAdministration Contract) with
a subadviser or subadministrator in which UBS Global Americas delegates to
such subadviser or subadministrator any or all of its duties specified in
Paragraphs 2 and 3 of this Contract, provided that each SubAdvisory or
SubAdministration Contract imposes on the sub-adviser or subadministrator
bound thereby all the duties and conditions to which UBS Global Americas is
subject by Paragraphs 2, 3 and 4 of this Contract, and further provided that
each SubAdvisory or SubAdministration Contract meets all requirements of
the 1940Act and rules thereunder.
6. Services Not Exclusive. The services furnished by UBS Global Americas
hereunder are not to be deemed 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 Trustee, officer or employee of the Trust,
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.
7. Expenses.
(a) During the term of this Contract, each Series will bear all expenses
not specifically assumed by UBS Global Americas incurred in its operations and
the offering of its shares.
(b) Expenses borne by each Series will include but not be limited to the
following (or each Series proportionate share of the following): (i)the cost
(including brokerage commissions) of securities purchased or sold by the Series
and any losses incurred in connection therewith; (ii)fees payable to and
expenses incurred on behalf of the Series by UBS Global Americas under this
Contract; (iii)expenses of organizing the Trust and the Series;(iv)filing
fees and expenses relating to the registration and qualification of the Series
shares and the Trust under federal and/or state securities laws and maintaining
such registrations and qualifications (v) fees and salaries payable to the
Trusts Directors who are not interested persons of the Trust or UBS Global
Americas; (vi) all expenses incurred in connection with the Trustees services,
including travel expenses; (vii)taxes (including any income or franchise taxes)
and governmental fees; (viii)costs of any liability, uncollectible items of
deposit and other insurance and fidelity bonds;(ix) any costs, expenses or
losses arising out of a liability of or claim for damages or other relief
asserted against the Trust or Series for violation of any law; (x) legal,
accounting and auditing expenses, including legal fees of special counsel for
those Trustees of the Trust who are not interested persons of the Trust (xi)
charges of custodians, transfer agents and other agents; (xii) costs of
preparing share certificates; (xiii) expenses of setting in type and
printing prospectuses and supplements thereto, statements of additional
information and supplements thereto, reports and proxy materials for existing
shareholders; (xiv) costs of mailing prospectuses and supplements thereto,
statements of additional information and supplements thereto, reports and proxy
materials to existing shareholders; (xv) any extraordinary expenses
(including fees and disbursements of counsel, costs of actions, suits or
proceedings to which the Trust is a party and the expenses the Trust may
incur as a result of its legal obligation to provide indemnification
to its officers,
Trustees, agents and shareholders) incurred by the Trust or Series;
(xvi) fees, voluntary assessments and other expenses incurred in connection
with membership in investment company organizations; (xvii) costs of
mailing and tabulating proxies and costs of meetings of shareholders, the
Board and any
committees thereof; (xviii) the cost of investment company literature and
other publications provided by the Trust to its Trustees and officers; and
(xix) costs of mailing, stationery and communications equipment; (xx)
expenses incident to any dividend, withdrawal or redemption options; (xxi)
charges and expenses of any outside pricing service used to value portfolio
securities; (xxii) interest on borrowings of the Fund; and (xxiii) fees
or expenses related to license agreements with respect to securities
indices.
(c) UBS Global Americas will assume the cost of any compensation for
services provided to the trust received by the officers of the Trust and
by those Trustees who are interested persons of the Trust.
(d) The payment or assumption by UBS Global Americas of any expense
of the Trust or a Series that UBS Global Americas is not required by this
Contract to pay or assume shall not obligate UBS Global Americas to pay or
assume the same or any similar expense of the Trust or a Series on any
subsequent occasion.
8. Compensation.
(a) For the services provided and the expenses assumed pursuant to
this Contract, with respect to UBS S&P 500 Index Fund, the Trust will pay
to UBS Global Americas a fee, computed daily and paid monthly, at an annual
rate of 0.20% of the such Series average daily net assets;
(b) For the services provided and the expenses assumed pursuant to
this Contract with respect to any Series hereafter established, the Trust
will pay to UBS Global Americas from the assets of such Series a fee in an
amount to be agreed upon in a written fee agreement (Fee Agreement)
executed by the Trust on behalf of such Series and by UBS Global Americas.
All such Fee Agreements shall provide that they are subject to all terms
and conditions of this Contract.
(c) The fee shall be computed daily and paid monthly to UBS Global
Americas on or before the last business day of the next succeeding
calendar month.
(d) If this Contract becomes effective or terminates before the end
of any month, the fee for the period from the effective date to the end of
the month or from the beginning of such month to the date of termination,
as the case may be, shall be prorated according to the proportion which
such period bears to the full month in which such effectiveness or
termination occurs.
9. Limitation of Liability of UBS Global Americas. UBS Global
Americas and its delegates, including any SubAdviser or SubAdministrator
to any Series or the Trust, shall not be liable for any error of judgment
or mistake of law or for any loss suffered by any Series, the Trust or any
of its shareholders, in connection with the matters to which this Contract
relates, except to the extent that such a loss results 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 and
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, Trustee, employee or agent of the Trust shall be deemed, when
rendering services to any Series or the Trust or acting with respect to
any business of such Series or the Trust, to be rendering such service to
or acting solely for the Series or the Trust 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.
10. Duration and Termination.
(a) This Contract shall 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 Trustees of the Trust 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 vote of a
majority of that Series outstanding voting securities.
(b) Unless sooner terminated as provided herein, this Contract shall
continue automatically for successive periods of twelve months each,
provided that such continuance is specifically approved at least annually
(i) by a vote of a majority of those Trustees of the Trust 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 at any time, without the payment of any
penalty, by vote of the Board or by a vote of a majority of the outstanding
voting securities of such Series on sixty days written notice to UBS Global
Americas or by UBS Global Americas at any time, without the payment of any
penalty, on sixty days written notice to the Trust. 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.
11. Limitation of Liability of the Trustees and Shareholders of the
Trust. The Trustees of the Trust and the shareholders of any Series shall
not be liable for any obligations of any Series or the Trust under this
Contract, and UBS Global Americas agrees that, in asserting any rights or
claims under this Contract, it shall look only to the assets and property
of the Trust in settlement of such right or claim, and not to such
Trustees or shareholders.
12. 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 as to any given Series shall be effective until approved
by vote of a majority of such Series outstanding voting securities.
13. Governing Law. This Contract shall be construed in accordance
with the laws of the State of Delaware, without giving effect to the
conflicts of laws principles thereof, and in accordance with 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.
14. 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, affiliated person, interested person,
assignment, broker, investment adviser, national securities exchange,
net assets, prospectus, sale, sell and security shall have the same
meaning as such terms have in the 1940 Act, subject to such exemption as
may be granted by the Securities and Exchange Commission by any rule,
regulation or order. Where the effect of a requirement of the 1940 Act
reflected in any provision of this Contract 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 instrument to
be executed by their officers designated below as of the day and
year first above written.
Attest: /s/ ▇▇▇▇▇▇ ▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇
Title: VP & Asst. Secretary UBS INDEX TRUST
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: VP & Treasurer
Attest: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director and Assoc. GCUBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Exec. Dir. & Sr. Asst. GCv