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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
UBS CASHFUND INC.
UBS INDEX TRUST
UBS INVESTMENT TRUST
UBS MONEY SERIES
UBS MANAGED MUNICIPAL TRUST
UBS MASTER SERIES INC.
UBS MUNICIPAL MONEY MARKET SERIES
UBS PACE SELECT ADVISORS TRUST
UBS RMA MONEY FUND, INC.
UBS RMA TAX-FREE FUND, INC.
UBS SERIES TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
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[UBS GLOBAL ASSET MANAGEMENT LOGO]
UBS Funds
51 West 52nd Street
New York, New York 10019-6114
November 21, 2005
Dear Shareholder:
Enclosed is a joint proxy statement ("proxy statement") asking you to vote
in favor of a proposal for the election of directors or trustees, as applicable
("Board Members"), for your Fund. Special meetings of the shareholders of your
Fund and of several other Funds within the UBS fund complex will be held on
December 21, 2005 to consider this proposal and to transact any other business
that may properly come before the special meetings.
In the past, when we have solicited proxies for your Fund, we may have
enclosed a proxy statement directed solely to the shareholders of your Fund.
This time, however, shareholders of several Funds within the UBS fund complex
are being asked to approve the same proposal with respect to the election of
Board Members, and most of the information that must be included in a proxy
statement for your Fund needs to be included in a proxy statement for the other
Funds as well. Therefore, in order to save your Fund money and to promote
efficiency, one joint proxy statement has been prepared for all of these Funds.
This may also save time for investors owning shares of more than one Fund.
This proxy statement contains detailed information about the proposal, and
we recommend that you read it carefully. We have also attached a "Questions and
Answers" section that we hope will assist you in evaluating the proposal.
We have not retained a proxy solicitor to assist us in the proxy
solicitation process, the collection of proxies, or any necessary follow-up.
However, we have retained Computershare Fund Services ("Computershare") to
facilitate voting by each Fund's shareholders. Accordingly, Computershare staff
will be available at the numbers listed below to answer any questions you may
have regarding this proxy statement. Additionally, Computershare has agreed to
provide us the use of its secure Web site for proxy voting purposes.
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Thank you for your attention to this matter and for your continuing
investment in the Funds. If you have any questions regarding this proxy
statement, please call 1-866-483 4030 (from within the United States). (Please
do not use this number to vote by telephone.) Shareholders calling from outside
the United States should call the following number, collect, instead:
1-212-805 7309.
Sincerely,
[GRAPHIC]
W. Douglas Beck
President
UBS Funds
A single proxy card covering each of your Funds is enclosed along with the proxy
statement. Please vote your shares today by signing and returning the enclosed
proxy card in the postage prepaid envelope provided. You may also vote (i) by
telephone by calling 1-866-241 6192 from within the United States (shareholders
calling from outside the United States should call collect to the following US
number 1-212-805 7309 or (ii) over the internet at https//vote.proxy-direct.com.
The Board of each of your Funds recommends that you vote "FOR" each proposal.
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QUESTIONS AND ANSWERS
<Table>
Q:................................................ WHAT IS THE PURPOSE OF THIS PROXY SOLICITATION?
A:................................................ The purpose of this proxy solicitation is to ask
you to vote on the election of eight members of
the Board of Directors or Trustees, as applicable
(the "Boards"), of UBS Cashfund Inc., UBS Index
Trust, UBS Investment Trust, UBS Money Series, UBS
Managed Municipal Trust, UBS Master Series Inc.,
UBS Municipal Money Market Series, UBS RMA Money
Fund, Inc., UBS RMA Tax-Free Fund, Inc., UBS
Series Trust and UBS PACE Select Advisors Trust
(each a "Company" and together the "Companies"),
whose terms will be effective beginning December
21, 2005 or, in the event of postponement or an
adjournment or adjournments of the special
meetings of shareholders (the "Meeting"), such
later date as shareholder approval is obtained.
I................................................. BOARD PROPOSAL
Q:................................................ WHY AM I BEING ASKED TO VOTE FOR BOARD MEMBERS?
A:................................................ Over the course of the past several years, several
members of each Fund's Board (each, a "Board
Member") have ceased to serve as Board Members due
to retirement, resignation, or death. Each Board
currently has six Board Members, only five of whom
are standing for re-election. Each Board is
seeking to expand in size and is currently
proposing for election eight nominees, seven of
whom would be "Non-Interested Board Members."
("Non-Interested Board Members" are those Board
Members who are not "interested persons" of the
Companies, as that term is defined in the
Investment Company Act of 1940, the primary
Federal statute regulating funds.)
</Table>
1
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<Table>
Q:................................................ HOW WERE THE NOMINEES CHOSEN?
A:................................................ Each Company's Nominating and Corporate Governance
Committee, which is responsible for reviewing and
making recommendations to the Board with respect
to the composition of the Board, recommended that
the Board expand in size to eight Board Members,
recognizing that two current Board Members will
retire from the Board in 2006 pursuant to the
Board's current mandatory retirement age policy.
The Boards considered the long-term welfare of the
Companies and determined that expanding the size
of the Boards would enhance the Boards'
supervisory capabilities over the Companies. Each
Nominating and Corporate Governance Committee then
reviewed with the Board the requisite skills and
criteria for new Board Members, and, in
consultation with legal counsel for the
Non-Interested Board Members, conducted a search
for candidates for Board membership. Each
Nominating and Corporate Governance Committee
selected and recommended, and each Company's Board
approved, the nominees to stand for election.
Q:................................................ IF THE BOARD PROPOSAL IS APPROVED BY SHAREHOLDERS,
HOW MANY BOARD MEMBERS WILL SIT ON THE BOARD?
A:................................................ If all nominees are elected, each Company's Board
will consist initially of eight Board Members.
Five of these individuals currently serve as Board
Members; three will be new to each Company's
Board. During 2006, two of the eight proposed
Board Members are expected to retire, reducing the
number of Board Members to six.
Q................................................. WILL THE PROPOSALS BEING VOTED UPON INCREASE
ADVISORY FEES?
A................................................. No. The advisory and administrative fees charged
to each Fund are not being voted upon.
Shareholders are being asked to elect Board
Members, not change advisory contracts or fees.
</Table>
2
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<Table>
Q:................................................ WILL THE PROPOSED CHANGES RESULT IN HIGHER FUND
EXPENSES?
A:................................................ Each Fund's expenses will increase by a relatively
immaterial amount. Each Non-Interested Board
Member receives compensation from the Funds he or
she oversees in the form of an annual retainer and
a fee for each Board or Board Committee meeting
actually attended. The Chairman of the Board and
the Chairperson of each of the Audit Committee and
the Nominating and Corporate Governance Committee
each receive an additional annual retainer fee
associated with his or her position. These fees
are allocated among all Funds overseen by the
Board Member.
Each Company's Board currently has four
Non-Interested Board Members. If all the nominees
are elected, each Company's Board will initially
consist of eight Board Members, seven of whom will
be Non-Interested Board Members. Accordingly, the
cost to each Fund of Non-Interested Board Member
compensation will increase if all nominees are
elected. The amount of this increase to an
individual Fund is expected to be relatively
immaterial.
II................................................ GENERAL QUESTIONS
Q:................................................ WHAT ARE THE BOARDS' RECOMMENDATIONS?
A:................................................ Each Company's Board recommends that all
shareholders vote "FOR" the nominees for the
Board.
Q:................................................ HOW CAN I VOTE?
A:................................................ You can vote in any one of four ways:
- Through the internet by going to
https://vote.proxy-direct.com;
- By telephone, with a toll free call to
1-866-241 6192;
- By mail, with the enclosed proxy card; or
- In person at the Meeting.
We encourage you to vote over the Internet or by
telephone, using the voting control number that
appears on your proxy card. These voting methods
will save your Fund money. Whichever method you
choose, please take the time to read the proxy
statement before you vote.
Q:................................................ I PLAN TO VOTE BY MAIL. HOW SHOULD I SIGN MY PROXY
CARD?
A:................................................ Please see the instructions at the end of the
Notice of Special Meeting of Shareholders, which
is attached.
</Table>
3
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<Table>
Q:................................................ I PLAN TO VOTE BY TELEPHONE. HOW DOES TELEPHONE
VOTING WORK?
A:................................................ To vote by telephone, please call toll free
1-866-241 6192 from within the United States and
follow the instructions provided during your call.
(Shareholders calling from outside the United
States should call collect to the following US
number: 1-212-805 7309.)
Q:................................................ I PLAN TO VOTE THROUGH THE INTERNET. HOW DOES
INTERNET VOTING WORK?
A:................................................ To vote through the internet, please log on to
https://vote.proxy-direct.com and follow the
instructions on the internet voting Web site.
Q:................................................ WHOM SHOULD I CALL WITH QUESTIONS?
A:................................................ If you have any additional questions about the
proxy statement or the upcoming Meeting, please
call Computershare Fund Services ("Computershare")
toll free at 1-866-483 4030 (from within the
United States). If you are calling from outside
the United States, please call 1-212-805 7309
instead.
Q:................................................ WHY AM I RECEIVING PROXY INFORMATION FOR FUNDS
THAT I DO NOT OWN?
A:................................................ Since shareholders of all of the Funds are being
asked to approve the same proposal--the election
of Board Members--most of the information that
must be included in a proxy statement for your
Fund needs to be included in a proxy statement for
the other Funds as well. Therefore, in order to
save money and to promote efficiency, one proxy
statement has been prepared for all of the Funds.
This may also save you time if you own shares of
more than one Fund, as many shareholders do.
Q:................................................ WHAT IS THE RELATIONSHIP BETWEEN THE VOTING
FACILITATOR, COMPUTERSHARE, AND THE FUND?
A:................................................ The voting facilitator is an independent firm that
specializes in proxy mailings. It will respond to
questions on how to register a vote, but will make
no "outbound" calls and will not use personal
information about shareholders for any purposes
not connected with the Meetings.
</Table>
THE ATTACHED PROXY STATEMENT CONTAINS MORE DETAILED INFORMATION ABOUT
THE PROPOSAL. PLEASE READ IT CAREFULLY.
4
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UBS CASHFUND INC.
UBS INDEX TRUST
UBS INVESTMENT TRUST
UBS MONEY SERIES
UBS MANAGED MUNICIPAL TRUST
UBS MASTER SERIES, INC.
UBS MUNICIPAL MONEY MARKET SERIES
UBS PACE SELECT ADVISORS TRUST
UBS RMA MONEY FUND, INC.
UBS RMA TAX-FREE FUND, INC.
UBS SERIES TRUST
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NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
to Be Held on December 21, 2005
----------------
TO THE SHAREHOLDERS:
Special meetings ("Meetings") of the holders of shares of beneficial
interest or common stock of each of the above-listed companies or trusts
("Companies") will be held at 51 West 52nd Street, on the 16th Floor of the CBS
Building, New York, New York 10019-6028, on December 21, 2005, at the times
listed below, for the following purposes:
<Table>
Matters to be voted upon by Shareholders of all Companies:
Proposal 1:
.................................................. To elect eight (8) members of the Company's Board
of Directors or Trustees, as applicable (each, a
"Board Member" and, collectively, the "Board"), to
serve until their successors are duly elected and
qualified or until they retire, resign or are
earlier removed; such terms to be effective
beginning December 21, 2005 or, in the event of a
postponement or an adjournment or adjournments of
the special meeting of shareholders, such later
date as shareholder approval is obtained.
Proposal 2:
.................................................. To transact such other business as may properly
come before the Meetings or any adjournment
thereof.
</Table>
You are entitled to vote at the special meetings, and at any postponements
or adjournments thereof, of each Company in which you owned shares at the close
of business on November 7, 2005. Please execute and return promptly in the
enclosed envelope the accompanying proxy card, which is being solicited by the
Boards, or vote your shares by telephone or the internet. Returning your proxy
promptly is important to ensure a quorum at the meeting and to save the expense
of further mailings. You may revoke your proxy at any time before it is
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exercised by (i) the subsequent execution and submission of a revised proxy,
(ii) giving a written notice of revocation to the Company/Companies, or
(iii) voting in person at the Meeting.
<Table>
<Caption>
Company Time of Meeting
- ------- ---------------
UBS Cashfund Inc.................................. 9:00
UBS Index Trust................................... 9:30
UBS Investment Trust.............................. 10:00
UBS Money Series.................................. 10:30
UBS Managed Municipal Trust....................... 11:00
UBS Master Series, Inc............................ 11:30
UBS Municipal Money Market Series................. 12:00
UBS RMA Money Fund, Inc........................... 12:30
UBS RMA Tax-Free Fund, Inc........................ 1:00
UBS Series Trust.................................. 1:30
UBS PACE Select Advisors Trust.................... 2:00
</Table>
This notice and related proxy material are first being mailed to
shareholders of the Companies on or about November 22, 2005.
By Order of Each Company's Board,
Mark F. Kemper
VICE PRESIDENT AND SECRETARY
OF EACH COMPANY
November 21, 2005
51 West 52nd Street
New York, New York 10019-6114
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YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
To secure the largest possible representation at the meeting, please mark your
proxy card, sign it, and return it in the postage paid envelope provided
(unless you are voting by telephone or via the internet). If you sign, date
and return the proxy card but give no voting instructions, your shares will be
voted "FOR" all of the proposals indicated on the cards. If you prefer, you
may instead vote by telephone or via the internet. To vote in this manner, you
should refer to the directions below.
To vote via the internet, please access https://vote.proxy-direct.com and
follow the on-screen instructions.
To vote by telephone, please call 1-866-241 6192 from within the United States
(shareholders calling from outside the United States should call collect to
the following US number 1-212-805 7309 instead), and follow the recorded
instructions.
You may revoke your proxy at any time at or before the meeting.
<Page>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general guidelines for signing proxy cards may be of
assistance to you and will help avoid the time and expense to the Fund involved
in validating your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to the name shown in the registration on the proxy card.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of registration. For
example:
<Table>
<Caption>
Registration Valid Signature
- ------------ ---------------
Corporate Accounts
(1) ABC Corp.................................... ABC Corp.
John Doe, Treasurer
(2) ABC Corp.................................... John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer........... John Doe
(4) ABC Corp. Profit Sharing Plan............... John Doe, Trustee
Partnership Accounts
(1) The XYZ Partnership......................... Jane B. Smith, Partner
(2) Smith and Jones, Limited Partnership........ Jane B. Smith, General Partner
Trust Accounts
(1) ABC Trust Account........................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/18/98......... Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust. f/b/o
John B. Smith Jr. UGMA/UTMA................... John B. Smith
(2) Estate of John B. Smith..................... John B. Smith, Jr., Executor
</Table>
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UBS CASHFUND INC.
UBS INDEX TRUST
UBS INVESTMENT TRUST
UBS MONEY SERIES
UBS MANAGED MUNICIPAL TRUST
UBS MASTER SERIES, INC.
UBS MUNICIPAL MONEY MARKET SERIES
UBS PACE SELECT ADVISORS TRUST
UBS RMA MONEY FUND, INC.
UBS RMA TAX-FREE FUND, INC.
UBS SERIES TRUST
51 West 52nd Street
New York, New York 10019-6114
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PROXY STATEMENT
Special Meetings of Shareholders to Be Held on December 21, 2005
----------------
This joint proxy statement ("Proxy Statement") is being furnished to holders
of shares of beneficial interest and common stock of the above-listed companies
or trusts ("Companies") in connection with the solicitation by their respective
Boards of proxies to be used at special meetings of shareholders to be held on
December 21, 2005 at the times listed in Appendix A, at 51 West 52nd Street, on
the 16th Floor of the CBS Building, New York, New York 10019-6028, or at any
postponement, adjournment or adjournments thereof ("Meetings"). This Proxy
Statement will first be mailed to Shareholders on or about November 22, 2005.
Each Company is composed of one or more separate series or funds, each of
which is referred to herein as a "Fund." When the context makes it appropriate,
each Company that does not have separate series or funds is also referred to
herein as a "Fund." Each Company is an investment company registered under the
Investment Company Act of 1940, as amended ("1940 Act"), and is organized either
as a Massachusetts business trust, a Delaware statutory trust or a Maryland
corporation, as described in Exhibit B. The terminology used by the Companies
varies, but for simplicity and clarity each Fund's shares of beneficial interest
or common stock are referred to as "Shares," and the holders of the Shares as
"Shareholders"; each Company's board of trustees or directors is referred to as
a "Board" and trustees and directors are referred to as "Board Members"; and
each Company's declaration of trust or articles of incorporation is referred to
as its "Charter." A listing of the shorthand names that are used in this Proxy
Statement to refer to each Fund or Company is set forth in Exhibit C.
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The Meeting is being held to consider and vote on the following matters, as
indicated below and described more fully herein:
<Table>
Proposal 1:
.................................................. To elect eight (8) Board Members to serve until
their successors are duly elected and qualified or
until they retire, resign or are earlier removed;
such terms to be effective beginning December 21,
2005 or, in the event of a postponement or an
adjournment or adjournments of the special meeting
of shareholders, such later date as shareholder
approval is obtained.
Proposal 2:
.................................................. To transact such other business as may properly
come before the Meetings or any adjournment
thereof.
</Table>
UBS Global Asset Management (US) Inc. ("UBS Global AM") serves as investment
advisor (or manager) and administrator to all of the Funds with the exception of
Cashfund, RMA New York, RMA California, RMA New Jersey, RMA Money Market, RMA
U.S. Government, Retirement Money, and RMA Tax-Free, for which UBS Financial
Services Inc. is the investment advisor and administrator, and UBS Global AM is
the sub-advisor and sub-administrator. UBS Global AM is the principal
underwriter for each Fund.
The principal business office and address of UBS Global AM is 51 West 52nd
Street, New York, New York 10019-6114, and the principal business office and
address for UBS Financial Services Inc. is 1285 Avenue of the Americas, New
York, New York 10019-6028. For a complete list of the Advisors and Sub-Advisors
for each Fund, see Exhibit D. Both UBS Global AM and UBS Financial Services Inc.
(together, "Management") are indirect wholly-owned subsidiaries of UBS AG. UBS
AG is an internationally diversified organization with headquarters in Zurich
and Basel, Switzerland. UBS AG operates in many areas of the financial services
industry. The principal business address of UBS AG is Bahnhofstrasse 45, Zurich,
Switzerland.
VOTING INFORMATION
Shareholders of record at the close of business on November 7, 2005 (the
"Record Date") are entitled to notice of, and to vote at, the Meeting. The
number of Shares of each class of each Fund that were issued and outstanding as
of the Record Date is set forth in Exhibit B to this Proxy Statement.
Quorum. For each of Index Trust, Master Series, Money Series, and PACE
Select, the presence, in person or by proxy, of one-third of the Shares of the
Company outstanding and entitled to vote on the Record Date will constitute a
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quorum for the transaction of business at its Meeting. For each of Investment
Trust and Municipal Money, the presence, in person or by proxy, of thirty
percent (30%) of the Shares outstanding and entitled to vote on the Record Date
will constitute a quorum for the transaction of business at its Meeting. For
each other Company, the presence, in person or by proxy, of a majority of Shares
of the Company outstanding and entitled to vote on the Record Date will
constitute a quorum for the transaction of business at its Meeting.
Required Vote for the Election of Board Members. The proposal for the
election of Board Members will be approved if a plurality of the votes cast are
cast in favor of the proposed Board Members, provided that a quorum is present.
In the event that a quorum with respect to a Proposal is not present at the
Meeting for any Company, or if a quorum is present at the Meeting but sufficient
votes to approve a Proposal for any Company are not received, the persons named
as proxies may propose one or more adjournments of the Meeting for the affected
Company to permit further solicitation of proxies. Any adjournment will require
the affirmative vote of a majority of those shares represented at the Meeting,
whether in person or by proxy. The persons named as proxies will vote those
proxies that are marked "FOR" any proposal in favor of the adjournment, and will
vote those proxies marked "WITHHOLD" any proposal against such adjournment. A
shareholder vote may be taken on one or more of the proposals in this Proxy
Statement prior to any such adjournment if sufficient votes have been received
and it is otherwise appropriate.
Brokers who hold shares in street name for customers have discretionary
authority to vote on "routine" proposals, such as the election of Board Members,
when they have not received instructions from the beneficial owners of those
shares. Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote, and the broker does not have discretionary
voting authority. Abstentions and broker non-votes, if any, will be counted as
Shares present for purposes of determining whether a quorum is present, but will
not be voted for or against any adjournment or Proposal. Accordingly,
abstentions and broker non-votes will have no effect on the Proposal to elect
Board Members, for which the required vote is a plurality of the votes cast, but
effectively will be a vote against adjournment, for which the required vote is a
percentage of the Shares present in person or by proxy.
The individuals named as proxies on the enclosed proxy card will vote in
accordance with your direction as indicated thereon, if your proxy card is
received properly executed by you or by your duly appointed agent or attorney-
in-fact. If you give no voting instructions, your Shares will be voted FOR the
nominees named herein for the Board and FOR any other business that may properly
arise at the Meeting (e.g., adjourning the Meeting). If any nominee for
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the Board should withdraw or otherwise become unavailable for election, your
Shares will be voted in favor of such other nominee or nominees as the Board
Members who are not "interested persons" of the Company, as that term is defined
in the 1940 Act (each, a "Non-Interested Board Member"), may recommend.
Any person giving a proxy has the power to revoke it at any time prior to
its exercise by executing a superseding proxy or by submitting a written notice
of revocation to the Company's Secretary (the "Secretary"). To be effective,
such revocation must be received by the Secretary prior to the Meeting. In
addition, although mere attendance at the Meeting will not revoke a proxy, a
Shareholder present at the Meeting may withdraw his or her proxy by voting in
person.
A listing of the owners of more than 5% of each class of shares of each Fund
as of November 7, 2005 is set forth in Exhibit E to this Proxy Statement. To the
knowledge of each Company's Management, the Executive Officers and the Board
Members, as a group, owned less than 1% of the outstanding shares of each Fund
as of November 7, 2005.
Copies of each Fund's most recent annual and semiannual reports, including
financial statements, have previously been mailed to Shareholders. Shareholders
may request additional copies of a Fund's annual and semiannual reports, without
charge, by writing the Fund c/o UBS Global AM at 51 West 52nd Street, New York,
New York 10019-6114, or by calling toll free 1-800-647 1568.
Each full Share outstanding is entitled to one vote and each fractional
Share outstanding (for those Companies that issue fractional Shares) is entitled
to a proportionate share of one vote with respect to each matter to be voted
upon by the Shareholders.
4
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PROPOSAL 1: ELECTION OF BOARD MEMBERS
Discussion. The Proposal relates to the election of Board Members for each
Company. Each Company proposes the election of the eight nominees named in the
table below to comprise its Board. If elected, the terms of the eight nominees
will begin effective December 21, 2005 or, in the event of an adjournment or
adjournments of the Meetings, such later date as Shareholder approval for a
particular Company is obtained (the "Effective Date"); until that time, the
current Board will continue its term. With respect to each Company that requires
written acceptance of election, the term of the nominees shall begin upon their
acceptance of their election in writing. Each nominee has indicated a
willingness to serve if elected. If elected, each nominee will hold office for
an indefinite term until his or her successor is duly elected and qualified, or
until he or she retires, resigns or is earlier removed. Mrs. Margo Alexander, a
current member of each Board, is not standing for re-election and will cease to
be a Board Member on the Effective Date if the Proposal is approved by the
Shareholders of a Company. NOTE THAT TWO OF THE NOMINEES, MR. WILLIAM D. WHITE
AND MR. DAVID J. BEAUBIEN, EACH OF WHOM IS CURRENTLY A MEMBER OF EACH COMPANY'S
BOARD, WILL REACH RETIREMENT AGE IN 2006. ACCORDINGLY, IF THE NOMINEES ARE
ELECTED, ONLY SIX OF THE EIGHT NOMINEES MAY BE ON A BOARD BY THE END OF 2006.
Over the course of the past several years, several members of each Company's
Board (each, a "Board Member") have ceased to serve as Board Members due to
retirement, resignation, or death. Each Board currently has six Board Members,
only five of whom are standing for re-election. Each Board is seeking to expand
in size and is currently proposing for election eight nominees, seven of whom
would be Non-Interested Board Members.
Each Company's Nominating and Corporate Governance Committee, which is
responsible for reviewing and making recommendations to the Board with respect
to the composition of the Board, recommended that the Board expand in size to
eight Board Members, recognizing that two current Board Members will retire from
the Board in 2006 pursuant to the Board's current mandatory retirement age
policy. The Boards considered the long-term welfare of the Companies and
determined that expanding the size of the Boards would enhance the Boards'
supervisory capabilities over the Companies. Each Nominating and Corporate
Governance Committee, in consultation with legal counsel for the Non-Interested
Board Members and Professor Feldberg, then reviewed with the Board the requisite
skills and background possessed by the proposed new Board Members. In
particular, the Nominating and Corporate Governance Committees noted that the
new nominees have extensive investment industry and government experience,
including accounting and auditing responsibilities at a high level and
investment management oversight
5
<Page>
roles. Each Nominating and Corporate Governance Committee also noted that the
addition of the new Board Members, in light of the impending retirement of two
incumbent Board Members, will help assure continuity of oversight of management
operations and compliance by each Company's Board. Each Nominating and Corporate
Governance Committee selected and recommended, and each Company's Board
approved, the nominees to stand for election.
Each Company proposes the election by all of its shareholders of the eight
nominees named in the table below to comprise its Board. Mr. Alan S. Bernikow,
Mr. Bernard H. Garil and Ms. Heather Richardson Higgins were each nominated by
each Company's Nominating and Corporate Governance Committee and then by the
Board, along with the nominees who are existing Board Members, at a meeting held
on July 20, 2005.
Each Board believes that a Company will benefit from the diversity and
experience of the nominees that would comprise the expanded Board. The nominees
have had distinguished careers in government, finance and other areas and will
bring a wide range of expertise to the Board. Seven of the eight nominees, if
elected, would be Non-Interested Board Members. Non-Interested Board Members are
charged with special responsibilities to provide an independent check on
Management and to review advisory, distribution and similar agreements between
each Company and Management. They also constitute the members of each Board's
Audit Committee. (The eighth nominee, Professor Meyer Feldberg, is treated as an
interested person of the Funds as defined in the 1940 Act because he is a senior
advisor to Morgan Stanley, a financial services firm with which the Companies
may conduct transactions.)
The nominees for election as Board Members, their ages, a description of
their principal occupations and, for the current Board Members, the year each
was elected or appointed as a Board Member are listed in the table below. A
table indicating each Nominee's ownership of Shares is set forth in Exhibit F to
this Proxy Statement.
6
<Page>
Current Board Members Seeking Re-Election
<Table>
<Caption>
Principal
Term of Office* Occupation(s)
Name, Address Position(s) Held and Length of During Past 5
and Age With Companies Time Served Years
------------- ---------------- --------------- -------------
INTERESTED BOARD MEMBER:
Meyer Feldberg+; 63 Director/Trustee Since 1990 Professor Feldberg is
Morgan Stanley (Master Series, Cashfund Dean Emeritus and Sanford
1585 Broadway and Series Trust) Bernstein Professor of
33rd Floor Leadership and Ethics at
New York, NY 10036 Since 1991 Columbia Business School,
(Managed Municipal) although on a two year
leave of absence. He is
Since 1992 also a senior advisor to
(RMA Money and RMA Morgan Stanley (financial
Tax-Free) services) (since March
2005). Prior to July
Since 1996 2004, he was Dean and
(Investment Trust and Professor of Management
Municipal Money Market) of the Graduate School of
Business at Columbia
Since 1997 University (since 1989).
(Index Trust)
Since 1998
(Money Series)
Since 2001
(PACE Select)
INDEPENDENT BOARD MEMBERS:
Richard Q. Armstrong; 70 Director/Trustee and Since 2004 Mr. Armstrong is chairman
c/o Willkie Farr & Chairman of the Board of (Chairman of each Board) and principal of R.Q.A.
Gallagher LLP Directors/Trustees Enterprises (management
787 Seventh Avenue Director/Trustee consulting firm) (since
New York, NY 10019 Since 1995 April 1991 and principal
(Investment Trust) occupation since March
1995).
Since 1996
(Cashfund, Managed
Municipal, Municipal
Money Market,
Master Series,
RMA Money, RMA
Tax-Free and
Series Trust)
Since 1997
(Index Trust)
Since 1998
(Money Series)
Since 2001
(PACE Select)
<Caption>
Number of
Portfolios in
Fund Complex Other
Name, Address Overseen by Directorships
and Age Nominee Held by Nominee
------------- ------------- ---------------
INTERESTED BOARD MEMBER:
Meyer Feldberg+; 63 Professor Feldberg is a Professor Feldberg is
Morgan Stanley director or trustee of 30 also a director of
1585 Broadway investment companies Primedia Inc.
33rd Floor (consisting of 47 (publishing) Federated
New York, NY 10036 portfolios) for which UBS Department Stores, Inc.
Global AM or one of its (operator of department
affiliates serves as stores), Revlon, Inc.
investment advisor, (cosmetics), and SAPPI,
sub-advisor or manager. Ltd. (producer of paper).
INDEPENDENT BOARD MEMBERS
Richard Q. Armstrong; 70 Mr. Armstrong is a None
c/o Willkie Farr & director or trustee of 16
Gallagher LLP investment companies
787 Seventh Avenue (consisting of 33
New York, NY 10019 portfolios) for which UBS
Global AM or one of its
affiliates serves as
investment advisor,
sub-advisor or manager.
</Table>
7
<Page>
<Table>
<Caption>
Principal
Term of Office* Occupation(s)
Name, Address Position(s) Held and Length of During Past 5
and Age With Companies Time Served Years
------------- ---------------- --------------- -------------
David J. Beaubien; 71 Director/Trustee Since 1995 Mr. Beaubien is retired
84 Doane Road (PACE Select) (since 2003). He was
Ware, MA 01082 chairman of Yankee
Since 2001 Environmental
(All Other Companies) Systems, Inc., a
manufacturer of
meteorological measuring
systems (since 1991).
Richard R. Burt; 58 Director/Trustee Since 1995 Mr. Burt is chairman of
1275 Pennsylvania Ave., (Investment Trust) Diligence Inc.
N.W (international
Washington, D.C. 20004 Since 1996 information and security
(Cashfund, Managed firm) and IEP Advisors
Municipal, Municipal (international
Money Market, investments and
Master Series, consulting firm).
RMA Money,
RMA Tax-Free, and
Series Trust)
Since 1997
(Index Trust)
Since 1998
(Money Series)
Since 2001
(PACE Select)
William D. White; 71 Director/Trustee Since 1995 Mr. White is retired
PO. Box 199 (PACE Select) (since 1994).
Upper Black Eddy, PA
18972 Since 2001
(All Other
Companies)
<Caption>
Number of
Portfolios in
Fund Complex Other
Name, Address Overseen by Directorships
and Age Nominee Held by Nominee
------------- ------------- ---------------
David J. Beaubien; 71 Mr. Beaubien is a Mr. Beaubien is also a
84 Doane Road director or trustee of 16 director of IEC
Ware, MA 01082 investment companies Electronics, Inc., a
(consisting of 33 manufacturer of
portfolios) for which UBS electronic assemblies.
Global AM or one of its
affiliates serves as
investment advisor,
sub-advisor or manager.
Richard R. Burt; 58 Mr. Burt is a director or Mr. Burt is also a
1275 Pennsylvania Ave., trustee of 16 investment director of Hollinger
N.W companies (consisting of International Inc.
Washington, D.C. 20004 33 portfolios) for which (publishing), The Central
UBS Global AM or one of European Fund, Inc., The
its affiliates serves as Germany Fund, Inc. and
investment advisor, IGT Inc. (provides
sub-advisor or manager. technology to gaming and
wagering industry). He is
also a director or
trustee of funds in the
Scudder Mutual Funds
Family (consisting of 52
portfolios).
William D. White; 71 Mr. White is a director None
PO. Box 199 or trustee of 16
Upper Black Eddy, PA investment companies
18972 (consisting of 33
portfolios) for which UBS
Global AM or one of its
affiliates serves as
investment advisor,
sub-advisor or manager.
</Table>
- --------------------------------
* Each Board Member holds office for an indefinite term. Each Board Member
who has attained the age of seventy-two (72) years will be subject to
retirement on the last day of the month in which he or she attains such
age.
+ Professor Feldberg is deemed an "interested person" of the Companies as
defined in the 1940 Act because he is a senior advisor to Morgan Stanley, a
financial services firm with which the Companies may conduct transactions.
8
<Page>
Nominees Seeking Election
<Table>
<Caption>
Principal
Term of Office* Occupation(s)
Name, Address Position(s) Held and Length of During Past
and Age With Fund Time Served 5 Years
------------- ---------------- --------------- -------------
Alan S. Bernikow; 64 Nominee N/A Mr. Bernikow has been a
c/o Deloitte & Touche consultant on non-
1633 Broadway management matters for
New York, NY 10019 the firm of Deloitte &
Touche (international
accounting and consulting
firm)(since June 2003).
Previously, he was Deputy
Chief Executive Officer
at Deloitte & Touche.
Bernard H. Garil; 65 Nominee N/A Mr. Garil is retired
6754 Casa Grande Way (since 2001). He was a
Delray Beach, FL 33446 Managing Director at
PIMCO Advisory Services
(from 1999 to 2001) where
he served as President of
closed-end funds and
Vice-President of the
variable insurance
product funds advised by
OpCap Advisors (until
2001).
Heather Richardson Nominee N/A Ms. Higgins is the
Higgins; 46 President and Director of
255 E. 49th St., The Randolph Foundation
Suite 23D (charitable foundation)
New York, NY 10017 (since 1991).
Ms. Higgins also serves
on the boards of several
non-profit charitable
groups, including the
Independent Women's Forum
(chairman), the
Philanthropy Roundtable
(vice chairman) and the
Hoover Institution
(executive committee).
<Caption>
Number of
Portfolios in
Fund Complex Other
Name, Address Overseen by Directorships
and Age Nominee Held by Nominee
------------- ------------- ---------------
Alan S. Bernikow; 64 If elected, Mr. Bernikow Mr. Bernikow is also a
c/o Deloitte & Touche would be a director or director of Revlon, Inc.
1633 Broadway trustee of 16 investment (cosmetics) (and serves
New York, NY 10019 companies (consisting of as the chair of its audit
33 portfolios) for which committee), a director of
UBS Global AM or one of Mack- Cali Realty
its affiliates serves as Corporation (real estate
investment advisor, investment trust) (and
sub-advisor or manager. serves as the chair of
its audit committee) and
a director of the Casual
Male Retail Group, Inc.
(menswear).
Bernard H. Garil; 65 If elected, Mr. Garil Mr. Garil is also a
6754 Casa Grande Way would be a director or director of the OFI Trust
Delray Beach, FL 33446 trustee of 16 investment Company (commercial trust
companies (consisting of company) and a trustee
33 portfolios) for which for the Brooklyn College
UBS Global AM or one of Foundation, Inc.
its affiliates serves as (charitable foundation).
investment advisor,
sub-advisor or manager.
Heather Richardson If elected, Ms. Higgins None
Higgins; 46 would be a director or
255 E. 49th St., trustee of 16 investment
Suite 23D companies (consisting of
New York, NY 10017 33 portfolios) for which
UBS Global AM or one of
its affiliates serves as
investment advisor,
sub-advisor or manager.
</Table>
- --------------------------------
* Each Board Member holds office for an indefinite term. Each Board Member
who has attained the age of seventy-two ( 72) years will be subject to
retirement on the last day of the month in which he or she attains such
age.
9
<Page>
THE BOARD, INCLUDING THE NON-INTERESTED BOARD MEMBERS,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
EACH OF THE NOMINEES UNDER THE PROPOSAL.
As of November 7, 2005, neither the Non-Interested Board Members, nor
Professor Feldberg, nor their immediate family members, nor the nominees nor
their immediate family members, owned any securities issued by UBS Global AM or
any company controlling, controlled by or under common control with UBS Global
AM or any sub-advisor to any Fund.
The Board of each Company met several times during its last full fiscal year
as set forth in Exhibit M. (Each Company's fiscal year end is set forth in
Exhibit B.) Each Board Member attended at least 75% of the meetings of the Board
held during each Company's last fiscal year.
Each Company's Board has established an Audit Committee that acts pursuant
to a written charter ("Audit Committee Charter") and is responsible for, among
other things, overseeing the scope of the Company's audit, the quality and
objectivity of the Company's financial statements, the Company's accounting and
financial reporting policies and practices, and its internal controls. A copy of
the Audit Committee Charter is attached as Exhibit G. In fulfilling its duties,
each Company's Audit Committee has: (a) reviewed and discussed the Company's
audited financial statements with management; (b) discussed with the independent
registered public accounting firm the matters required to be discussed by
Statement on Auditing Standards No. 61; (c) received certain written disclosures
and the letter from the independent registered public accounting firm required
by Independence Standards Board Standard No. 1 and discussed the independent
registered public accounting firm's independence with them; and (d) based upon
its review of the above, recommended to the Board that the Company's audited
financial statements be included in each Company's annual report(s) to
Shareholders for the fiscal year.
While each Company's Audit Committee has the duties and responsibilities set
forth in its Audit Committee Charter and described above, each Company's Audit
Committee is not responsible for planning or conducting the Company's audit or
for determining whether the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles. In
fulfilling their responsibilities under each Company's Audit Committee Charter,
it is recognized (i) that the members of that Company's Audit Committee are not
full-time employees of the Company; (ii) it is not the duty or the
responsibility of the Audit Committee or its members to conduct "field work" or
other types of auditing or accounting reviews or procedures or to set auditor
independence standards; and (iii) each member of the Audit Committee shall be
entitled to rely on (a) the integrity of those persons within and outside the
Company from which it receives information; (b) the
10
<Page>
accuracy of the financial and other information provided to the Committee absent
actual knowledge to the contrary (which shall be promptly reported to the
Board); and (c) statements made by the officers and employees of the Company,
UBS Global AM or other third-parties as to any information technology, internal
audit and other non-audit services provided by the independent auditors to the
Company. The review of a Company's financial statements by the Company's Audit
Committee is not of the same quality as the audit performed by the independent
auditors.
Each Company's Audit Committee currently consists of Messrs. Armstrong,
Beaubien, Burt and White, none of whom have any relationship to a Company that
may interfere with the exercise of their independence from management or the
Company. The Audit Committee met several times during each Company's last full
fiscal year as set forth in Exhibit M, and each member attended these meetings.
Each Company's board has also established a Nominating and Corporate
Governance Committee that acts pursuant to a written charter ("Nominating and
Corporate Governance Committee Charter"). Each Company's Nominating and
Corporate Governance Committee is responsible for, among other things:
selecting, evaluating and recommending to the Board candidates to be nominated
as additional Non-Interested Board Members; reviewing the composition of the
Board and the compensation arrangements for each of the Board Members;
performing an annual evaluation of the Board and its committees; reporting on
such evaluation to the Board; and performing such other corporate governance
functions as the Board may authorize. A copy of the Nominating and Corporate
Governance Committee Charter is attached as Exhibit H. Each Company's Nominating
and Corporate Governance Committee currently consists of Messrs. Burt and White,
neither of whom is an "interested person" for purposes of the 1940 Act. (The
Nominating and Corporate Governance Committee normally is comprised of at least
three Board Members; however, one member died in 2005, and a replacement has not
yet been appointed.) Each Nominating and Corporate Governance Committee met
several times during each Company's last full fiscal year as set forth in
Exhibit M.
In nominating candidates, each Nominating and Corporate Governance Committee
believes that no specific qualifications or disqualifications are controlling or
paramount, or that specific qualities or skills are necessary for each candidate
to possess. In identifying and evaluating nominees for Board membership, each
Nominating and Corporate Governance Committee takes into consideration such
factors as it deems appropriate. These factors may include: (i) whether or not
the person is an "interested person" as defined in the 1940 Act, meets the
applicable independence and experience requirements of the NYSE applicable to
closed-end funds and is otherwise qualified under
11
<Page>
applicable laws and regulations to serve as a member of the Board; (ii) whether
or not the person has any relationships that might impair his or her
independence, such as any business, financial or family relationships with
Company management, the investment advisor and/or sub-advisors of the Company,
other Company service providers or their affiliates; (iii) whether or not the
person is willing to serve, and willing and able to commit the time necessary
for the performance of the duties of a Board Member; (iv) the person's judgment,
skill, diversity and experience with investment companies and other
organizations of comparable purpose, complexity and size and subject to similar
legal restrictions and oversight; (v) the interplay of the candidate's
experience with the experience of other Board Members, and (vi) the extent to
which the candidate would be a desirable addition to the Board and any
committees thereof.
Each Nominating and Corporate Governance Committee will consider nominees
recommended by Shareholders if a vacancy occurs. In order to recommend a
nominee, a Shareholder should send a letter to the chairperson of each Company's
Nominating and Corporate Governance Committee, Mr. Richard Burt, care of the
Secretary of the Company at UBS Global Asset Management (US) Inc., 51 West 52nd
Street, New York, New York 10019-6114 and indicate on the envelope "Nominating
and Corporate Governance Committee." The Shareholder's letter should state the
nominee's name and should include the nominee's RESUME or CURRICULUM VITAE, and
must be accompanied by a written consent of the individual to stand for election
if nominated by the Board and to serve if elected by Shareholders. No Company's
Board has a standing compensation committee. Shareholders can send other
communications to a Board care of its chairman at the following address:
Mr. Richard Q. Armstrong, Chairman - UBS Funds, c/o Willkie Farr & Gallagher,
787 Seventh Avenue, New York, NY 10019.
Effective January 1, 2006, each Non-Interested Board Member will receive, in
the aggregate from the Companies he or she oversees, an annual retainer of
$95,000 and a $13,000 fee for each regular joint meeting of the Boards of the
Companies (and each in-person special joint meeting of the Boards of the
Companies) actually attended. Non-Interested Board Members who participate in
previously scheduled in-person joint meetings of the Boards of the Companies by
telephone to accommodate other business obligations are paid $2,000 for such
meetings. Non-Interested Board Members who participate in previously scheduled
in-person joint meetings of the Boards of the Companies by telephone because of
illness or other unavoidable circumstances are paid the full meeting fee.
Effective January 1, 2006, each Non-Interested Board Member will receive, from
the relevant Company, $2,000 for each special in-person meeting (not held as a
joint meeting) of the Board of that Company actually attended where a Company's
Board must meet separately from the regularly scheduled
12
<Page>
joint Board meetings. Effective January 1, 2006, Non-Interested Board Members
who participate in scheduled telephonic meetings of the Board(s) of one or more
Companies are paid $1,000 for each such meeting actually attended.
Effective January 1, 2006, the Board's Chairman will receive annually an
additional $50,000; the chairperson of the Audit Committee will receive annually
an additional $35,000; and the chairperson of the Nominating and Corporate
Governance Committee will receive annually an additional $25,000; provided that,
if a Board Member simultaneously holds more than one such position, he or she is
paid only the higher of the fees otherwise payable for these positions.
Effective January 1, 2006, Non-Interested Board Members who are also members of
the Audit Committee and/or Nominating and Corporate Governance Committee are
paid $2,000 for each meeting of such Committee actually attended, provided that
such meeting is not held in conjunction with a regularly scheduled Board
meeting. The foregoing fees will be allocated among all Companies overseen by
the Board Member as follows: (i) one-half of the expense will be allocated pro
rata based on the Companies' relative net assets at the end of the calendar
quarter preceding the date of payment, and (ii) one-half of the expense will be
allocated according to the number of such Funds (i.e., expenses divided by
number of Funds yields per-Fund allocation); provided, however, that where a
special meeting is held with respect to one or more Companies (as opposed to
joint meetings for all Companies), then only the relevant Companies bear the
related fees. All Board Members are reimbursed for expenses incurred in
attending meetings. Professor Feldberg, as an interested person, is compensated
by Management.
Each Board Member who has attained the age of seventy-two (72) years will be
subject to retirement on the last day of the month on which he or she attains
such age.
13
<Page>
COMPENSATION TABLE
The table below sets forth certain information relating to the compensation
of the current members of the Board who held office with the Companies for each
Company's most recent fiscal year. No Company has a bonus, pension, profit
sharing or retirement plan.
Compensation Table*+
<Table>
<Caption>
Interested
Board
Member Non-Interested Board Members
Amounts Paid During the Most ---------- ----------------------------------------------
Recent Fiscal Year From Company Meyer Richard Q. David J. Richard R. William D.
to Board Members Feldberg** Armstrong Beaubien Burt White
- ------------------------------- ---------- ---------- -------- ---------- ----------
Cashfund ................... $ 7,329 $ 8,402 $ 6,751 $ 6,751 $ 6,751
(fiscal year ended March 31,
2005)
Index Trust ................ $ 2,611 $ 2,878 $ 2,397 $ 2,397 $ 2,397
(fiscal year ended May 31,
2005)
Investment Trust ........... $ 3,488 $ 4,957 $ 4,101 $ 4,212 $ 4,101
(fiscal year ended August 31,
2005)
Money Series
(fiscal year ended April 30, $ 23,042 $ 25,389 $21,172 $ 21,172 $ 21,172
2005) ......................
Managed Municipal
(fiscal year ended June 30, $ 6,841 $ 7,540 $ 6,280 $ 6,280 $ 6,280
2005) ......................
Master Series .............. $ 2,178 $ 2,401 $ 2,017 $ 2,017 $ 2,017
(fiscal year ended
February 28, 2005)
Municipal Money ............ $ 2,440 $ 2,690 $ 2,241 $ 2,241 $ 2,241
(fiscal year ended June 30,
2005)
PACE Select
(fiscal year ended July 31, $ 28,665 $ 41,484 $34,268 $ 35,252 $ 34,268
2005).......................
</Table>
(CONTINUED ON NEXT PAGE)
14
<Page>
<Table>
<Caption>
Interested
Board
Member Non-Interested Board Members
Amounts Paid During the Most ---------- ----------------------------------------------
Recent Fiscal Year From Company Meyer Richard Q. David J. Richard R. William D.
to Board Members Feldberg** Armstrong Beaubien Burt White
- ------------------------------- ---------- ---------- -------- ---------- ----------
RMA Money
(fiscal year ended June 30, $ 34,721 $ 38,270 $31,904 $ 31,904 $ 31,904
2005) ......................
RMA Tax-Free ............... $ 7,882 $ 8,688 $ 7,232 $ 7,232 $ 7,232
(fiscal year ended June 30,
2005)
Series Trust ............... $ 2,098 $ 2,278 $ 1,948 $ 1,920 $ 1,948
(fiscal year ended
December 31, 2004)
Total Compensation Paid to
Board Members From Companies
and Fund Complex for the Year
Ended December 31, 2004++ ... $249,000 $150,875 $129,000 $127,000 $129,000
</Table>
- ---------------------------
* The new nominees--Mr. Alan S. Bernikow, Mr. Bernard H. Garil, and
Ms. Heather Richardson Higgins--have not yet served as Board Members and
accordingly have not been compensated as Board Members for the Companies.
** Until March 1, 2005, Professor Feldberg was a Non-Interested Board Member
and was compensated as such by the Companies for which UBS Global AM or an
affiliate served as investment advisor, sub-advisor or manager. Effective
March 1, 2005, Professor Feldberg is an "interested person" of the
Companies by virtue of his position as senior advisor with Morgan Stanley.
As such, Professor Feldberg is no longer compensated by the Companies for
which UBS Global AM serves as investment advisor, sub-advisor or manager.
The compensation amounts listed in the Compensation Table for
Professor Feldberg represent only those amounts paid by the Companies.
+ Only Non-Interested Board Members are compensated by the Companies for
which UBS Global AM or an affiliate serves as investment advisor,
sub-advisor or manager; Board Members who are "interested persons," as
defined in the 1940 Act, do not receive compensation from the Companies.
++ Represents fees paid during the calendar year ended December 31, 2004 to
each Board Member by: (a) 16 investment companies in the case of
Messrs. Armstrong, Beaubien, Burt, and White; and (b) 31 investment
companies in the case of Professor Feldberg for which UBS Global AM or one
of its affiliates served as investment advisor, sub-advisor or manager. No
Company within the UBS fund complex has a bonus, pension, profit sharing or
retirement plan.
15
<Page>
INFORMATION CONCERNING INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Each Company's financial statements for its last-completed fiscal year were
audited by Ernst & Young LLP ("Ernst & Young"), independent registered public
accounting firm. In addition, Ernst & Young prepares each Company's federal and
state annual income tax returns and provides certain non-audit services. Each
Company's Audit Committee has considered whether the provision of those
non-audit services is compatible with maintaining Ernst & Young's independence.
Each Audit Committee has selected Ernst & Young as the Company's independent
registered public accounting firm and such selection has been ratified by each
Company's Board. Ernst & Young's length of service as each Company's independent
registered public accounting firm is set forth in Exhibit N. Ernst & Young has
informed each Company that it has no material direct or indirect financial
interest in the Company.
Representatives of Ernst & Young are not expected to be present at the
Meetings, but have been given the opportunity to make a statement if they so
desire and will be available should any matter arise requiring their presence.
Audit Fees.
The aggregate fees billed by Ernst & Young for professional services
rendered to the Companies for the audit of each Company's annual financial
statements for the last two fiscal years are set forth in Exhibit I. Fees
included in the audit fees category are those associated with the annual audits
of financial statements and services that are normally provided in connection
with statutory and regulatory filings.
Audit-Related Fees.
The aggregate audit-related fees billed by Ernst & Young for services
rendered to the Companies that are reasonably related to the performance of the
audits of the financial statements, but not reported as audit fees, during each
Company's last two fiscal years are set forth in Exhibit J.
Fees included in the audit-related category are those associated with
(1) the reading and providing of comments on each Company's two most recent
semiannual financial statements, and (2) review of the consolidated reports to
certain UBS funds (including the Companies) on the profitability of Management
to assist the Board Members in their advisory/administration contract reviews.
With respect to Rule 2-01(c)(7)(i)(c) of Regulation S-X, there were no
audit-related fees that were approved by the Audit Committee pursuant to the DE
MINIMIS exception for the Companies' two most recent fiscal years on behalf of
(i) the Companies' service providers that relate directly to the operations and
financial reporting of the Companies, or (ii) the Companies themselves. There
16
<Page>
were no audit-related fees required to be approved pursuant to
paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X during the fiscal years
indicated above.
Tax Fees.
The aggregate tax fees billed by Ernst & Young for services rendered to the
Companies for each of the last two fiscal years are set forth in Exhibit K. Fees
included in the tax fees category comprise all services performed by
professional staff in the independent accountant's tax division except those
services related to the audits. This category comprises fees for review of tax
compliance, tax return preparation and excise tax calculations.
With respect to Rule 2-01(c)(7)(i)(c) of Regulation S-X, there were no tax
fees that were approved by the Audit Committee pursuant to the DE MINIMIS
exception for the Companies' two most recent fiscal years on behalf of (i) the
Companies' service providers that relate directly to the operations and
financial reporting of the Companies, or (ii) the Companies themselves. There
were no tax fees required to be approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X during the fiscal years indicated above.
All Other Fees.
For the Companies' two most recent fiscal years, there were no fees billed
by Ernst & Young for other services provided to any Company. Fees included in
the all other fees category would consist of services related to internal
control reviews, strategy and other consulting, financial information systems
design and implementation, consulting on other information systems, and other
tax services unrelated to the Companies.
There were no fees billed by Ernst & Young for the most recent fiscal year
for professional services rendered for financial information systems design and
implementation services provided to the Companies, UBS Global AM and entities
that control, are controlled by or are under common control with UBS Global AM
that provide services to the Companies.
With respect to Rule 2-01(c)(7)(i)(c) of Regulation S-X, there were no fees
within this category that were approved by the Audit Committee pursuant to the
DE MINIMIS exception for the Companies' two most recent fiscal years on behalf
of (i) the Companies' service providers that relate directly to the operations
and financial reporting of the Companies, or (ii) the Companies themselves.
There were no "all other fees" required to be approved pursuant to
paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X during the fiscal years
indicated above.
17
<Page>
Each Company's Audit Committee Charter contains the Audit Committee's
pre-approval policies and procedures. Reproduced below is an excerpt from the
Audit Committee Charter regarding pre-approval policies and procedures:
The Audit Committee shall:
2. Pre-approve (a) all audit and permissible non-audit services(2) to
provide to the Fund and (b) all permissible non-audit services to be
provided by the Fund's independent auditors to UBS Global [AM] and any
Covered Service Providers, if the engagement relates directly to the
operations and financial reporting of the Fund. In carrying out this
responsibility, the Committee shall seek periodically from UBS Global
[AM] and from the independent auditors a list of such audit and
permissible non-audit services that can be expected to be rendered to
the Fund, UBS Global [AM] or any Covered Service Providers by the Fund's
independent auditors, and an estimate of the fees sought to be paid in
connection with such services. The Committee may delegate its
responsibility to pre-approve any such audit and permissible non-audit
services to a sub-committee consisting of the Chairperson of the
Committee and two other members of the Committee as the Chairperson,
from time to time, may determine and appoint, and such sub-committee
shall report its decision(s) to the Committee, at its next regularly
scheduled
- ------------------------
(2) The Committee will not approve non-audit services that the Committee
believes may taint the independence of the auditors. Currently,
permissible non-audit services include any professional services
(including tax services) that are not prohibited services as
described below, provided to the Fund by the independent auditors,
other than those provided to the Fund in connection with an audit or
a review of the financial statements of the Fund. Permissible
non-audit services may not include: (i) bookkeeping or other
services related to the accounting records or financial statements
of the Fund; (ii) financial information systems design and
implementation; (iii) appraisal or valuation services, fairness
opinions or contribution-in-kind reports; (iv) actuarial services;
(v) internal audit outsourcing services; (vi) management functions
or human resources; (vii) broker or dealer, investment advisor or
investment banking services; (viii) legal services and expert
services unrelated to the audit; and (ix) any other service the
Public Company Accounting Oversight Board determines, by regulation,
is impermissible.
Pre-approval by the Committee of any permissible non-audit services is
not required so long as (i) the aggregate amount of all such
permissible non-audit services provided to the Fund, UBS Global [AM]
and any service providers controlling, controlled by or under common
control with UBS Global [AM] that provide ongoing services to the Fund
("Covered Service Providers") constitutes not more than 5% of the
total amount of revenues paid to the independent auditors (during the
fiscal year in which any permissible non-audit services are provided)
by (a) the Fund, (b) its investment adviser and (c) any entity
controlling, controlled by, or under common control with the
investment adviser that provides ongoing services to the Fund during
the fiscal year in which the services are provided that would have to
be approved by the Committee; (ii) the permissible non-audit services
were not recognized by the Fund at the time of the engagement to be
non-audit services; and (iii) such services are promptly brought to
the attention of the Committee and are approved by the Committee (or
its delegate(s)) prior to the completion of the audit.
18
<Page>
meeting after the sub-committee's meeting. From year to year, the
Committee shall report to the Board whether this system of pre-
approval has been effective and efficient or whether this Charter
should be amended to allow for pre-approval pursuant to such policies
and procedures as the Committee shall approve, including the
delegation of some or all of the Committee's pre-approval
responsibilities to other persons (other than UBS Global [AM] or the
Fund's officers).
Aggregate Non-Audit Fees.
The aggregate non-audit fees billed by Ernst & Young for services rendered
to the Companies for each of the last two fiscal years are set forth in
Exhibit L. No Company's Audit Committee was required to consider whether the
provision of non-audit services that were rendered to the Company's investment
advisor (not including any sub-advisor whose role is primarily portfolio
management and is subcontracted with or overseen by another investment advisor),
and any entity controlling, controlled by, or under common control with the
investment advisor that provides ongoing services to the Company that were not
pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X,
was compatible with maintaining Ernst & Young's independence.
19
<Page>
EXECUTIVE OFFICERS
Officers of each Company are appointed by its Board and serve at the
pleasure of the Board. None of the Companies' officers currently receives any
compensation from the Companies. The executive officers of each Company are:
<Table>
<Caption>
Term of
Office++
and
Position(s) Held Length of
with the Time
Name, Address and Age Companies+ Served
- --------------------- ---------------- ---------
Joseph Allessie*; 40 Vice President and Assistant Since 2005
Secretary
W. Douglas Beck*; 38 President Since 2005
Thomas J. Digenan**; 41 Vice President Since 2005
S&P 500 Fund
<Caption>
Principal Occupation(s) During Past 5 Years;
Number of Portfolios in Fund Complex
Name, Address and Age for which person serves as Officer
- --------------------- --------------------------------------------
Joseph Allessie*; 40 Mr. Allessie is a director and deputy
general counsel at UBS Global Asset
Management (US) Inc. and UBS Global Asset
Management (Americas) Inc. (collectively,
"UBS Global AM--Americas region") (since
2005). Prior to joining UBS Global
AM--Americas region, he was senior vice
president and general counsel of Kenmar
Advisory Corp. (from 2004 to 2005). Prior to
that Mr. Allessie was general counsel and
secretary of GAM USA Inc., GAM Investments,
GAM Services, GAM Funds, Inc. and the GAM
Avalon Funds (from 1999 to 2004). Such
entities are affiliates of UBS Global
AM--Americas region. Prior to joining GAM,
Mr. Allessie was Regulatory Officer to the
State of New Jersey, Department of Law and
Public Safety, Bureau of Securities (from
1993 to 1999). Mr. Allessie is a vice
president and assistant secretary of 20
investment companies (consisting of 86
portfolios) for which UBS Global
AM--Americas region or one of its affiliates
serves as investment advisor, sub-advisor or
manager.
W. Douglas Beck*; 38 Mr. Beck is an executive director and head
of product development and management for
UBS Global AM--Americas region (since 2002).
From March 1998 to November 2002, he held
various positions at Merrill Lynch, the most
recent being first vice president and co-
manager of the managed solutions group.
Mr. Beck is president of 20 investment
companies (consisting of 86 portfolios) for
which UBS Global AM--Americas region or one
of its affiliates serves as investment
advisor, sub-advisor or manager, and was
vice president of such investment companies
from 2003 to 2005.
Thomas J. Digenan**; 41 Mr. Digenan is an executive director and
North American Equity Strategist at UBS
Global AM-- Americas region. Mr. Digenan is
a vice president of one investment company
(consisting of one portfolio) for which UBS
Global AM--Americas region or one of its
affiliates serves as investment advisor,
sub-advisor or manager.
</Table>
20
<Page>
<Table>
<Caption>
Term of
Office++
and
Position(s) Held Length of
with the Time
Name, Address and Age Companies+ Served
- --------------------- ---------------- ---------
Thomas Disbrow*; 39 Vice President and Treasurer Since 2000 (Vice President);
since 2004 (Treasurer)
Elbridge T. Gerry III*; 48 Vice President
Managed Municipal Since 1996
Municipal Money Market
Since 2000
RMA Tax-Free
Since 2000
Mark F. Kemper**; 47 Vice President and Secretary Since 2004
Joanne M. Kilkeary*; 37 Vice President and Assistant Since 1999
Treasurer
(PACE Select)
Vice President and Assistant
Treasurer Since 2004
(All Other Companies)
<Caption>
Principal Occupation(s) During Past 5 Years;
Number of Portfolios in Fund Complex
Name, Address and Age for which person serves as Officer
- --------------------- --------------------------------------------
Thomas Disbrow*; 39 Mr. Disbrow is a director, head of retail
mutual fund operations and co-head of the
mutual fund finance department of UBS Global
AM-- Americas region. Prior to November
1999, he was a vice president of
Zweig/Glaser Advisers. Mr. Disbrow is a vice
president and treasurer of 16 investment
companies (consisting of 33 portfolios) and
vice president and assistant treasurer of
four investment companies (consisting of 53
portfolios) for which UBS Global
AM--Americas region or one of its affiliates
serves as investment advisor, sub-advisor or
manager.
Elbridge T. Gerry III*; 48 Mr. Gerry is a managing director--municipal
fixed income of UBS Global AM--Americas
region. Mr. Gerry is a vice president of six
investment companies (consisting of 10
portfolios) for which UBS Global AM--
Americas region or one of its affiliates
serves as investment advisor, sub-advisor or
manager.
Mark F. Kemper**; 47 Mr. Kemper is general counsel of UBS Global
AM--Americas region (since July 2004).
Mr. Kemper also is an executive director of
UBS Global AM--Americas region. He was
deputy general counsel of UBS Global Asset
Management (Americas) Inc. ("UBS Global
AM--Americas") from July 2001 to July 2004.
He has been secretary of UBS Global AM--
Americas since 1999 and assistant secretary
of UBS Global Asset Management Trust Company
since 1993. Mr. Kemper is secretary of UBS
Global AM--Americas region (since 2004).
Mr. Kemper is vice president and secretary
of 20 investment companies (consisting of 86
portfolios) for which UBS Global AM--
Americas region or one of its affiliates
serves as investment advisor, sub-advisor or
manager.
Joanne M. Kilkeary*; 37 Ms. Kilkeary is an associate director (since
2000) and a senior manager (since 2004) of
the mutual fund finance department of UBS
Global AM--Americas region. Ms. Kilkeary is
a vice president and assistant treasurer of
16 investment companies (consisting of 33
portfolios) for which UBS Global AM--
Americas region or one of its affiliates
serves as investment advisor, sub-advisor or
manager.
</Table>
21
<Page>
<Table>
<Caption>
Term of
Office++
and
Position(s) Held Length of
with the Time
Name, Address and Age Companies+ Served
- --------------------- ---------------- ---------
Tammie Lee*; 34 Vice President and Assistant Since 2005
Secretary
Joseph T. Malone*; 38 Vice President and Assistant Since 2004
Treasurer
Michael H. Markowitz**; 40 Vice President
Money Series Since 1998 Since 2001 Since 2001
Cashfund Since 2001 Since 2001
Master Series
RMA Money
PACE Select
<Caption>
Principal Occupation(s) During Past 5 Years;
Number of Portfolios in Fund Complex
Name, Address and Age for which person serves as Officer
- --------------------- --------------------------------------------
Tammie Lee*; 34 Ms. Lee is a director and associate general
counsel of UBS Global AM--Americas region
(since November 2005). Prior to joining UBS
Global AM--Americas region, she was vice
president and counsel at Deutsche Asset
Management/Scudder Investments from April
2003 to October 2005. Prior to that she was
assistant vice president and counsel at
Deutsche Asset Management/Scudder
Investments from July 2000 to March 2003.
Prior to joining Deutsche Asset
Management/Scudder Investments, she was
assistant counsel at First Investors
Corporation from August 1996 to June 2000.
Ms. Lee is a vice president and assistant
secretary of 16 investment companies
(consisting of 33 portfolios) for which UBS
Global AM--Americas region or one of its
affiliates serves as investment advisor,
sub-advisor or manager.
Joseph T. Malone*; 38 Mr. Malone is a director and co-head of the
mutual fund finance department of UBS Global
AM--Americas region. From August 2000
through June 2001, he was the controller at
AEA Investors Inc. From March 1998 to August
2000, Mr. Malone was a manager within the
investment management services practice of
PricewaterhouseCoopers LLC. Mr. Malone is
vice president and assistant treasurer of 16
investment companies (consisting of 33
portfolios) and vice president, treasurer
and principal accounting officer of four
investment companies (consisting of 42
portfolios) for which UBS Global
AM--Americas region or one of its affiliates
serves as investment advisor, sub-advisor or
manager.
Michael H. Markowitz**; 40 Mr. Markowitz is a managing director,
portfolio manager and head of U.S. short
duration fixed income of UBS Global
AM--Americas region. Mr. Markowitz is a vice
president of five investment companies
(consisting of 21 portfolios) for which UBS
Global AM-- Americas region or one of its
affiliates serves as investment advisor,
sub-advisor or manager.
</Table>
22
<Page>
<Table>
<Caption>
Term of
Office++
and
Position(s) Held Length of
with the Time
Name, Address and Age Companies+ Served
- --------------------- ---------------- ---------
Joseph McGill*; 43 Vice President and Chief Compliance Since 2004
Officer
Ryan Nugent*; 27 Vice President Since 2005
Managed Municipal, Municipal Money
Market, and RMA Tax-Free
Robert Sabatino**; 32 Vice President Money Series Since 2001
Eric Sanders*; 40 Vice President and Assistant Since 2005
Secretary
<Caption>
Principal Occupation(s) During Past 5 Years;
Number of Portfolios in Fund Complex
Name, Address and Age for which person serves as Officer
- --------------------- --------------------------------------------
Joseph McGill*; 43 Mr. McGill is an executive director and
chief compliance officer at UBS Global AM--
Americas region (since 2003). Prior to
joining UBS Global AM--Americas region, he
was Assistant General Counsel at J. P.
Morgan Investment Management (from 1999 to
2003). Mr. McGill is a vice president and
chief compliance officer of 20 investment
companies (consisting of 86 portfolios) for
which UBS Global AM--Americas region or one
of its affiliates serves as investment
advisor, sub-advisor or manager.
Ryan Nugent*; 27 Mr. Nugent is an associate director (since
March 2004) and portfolio manager (since
July 2005) of UBS Global AM--Americas
region. Prior to that he was an assistant
portfolio manager to the tax free money
market funds since February 2002. Prior to
that, Mr. Nugent was in an academic program.
Mr. Nugent is a vice president of three
investment companies (consisting of four
portfolios) for which UBS Global
AM--Americas region or one of its affiliates
serves as investment advisor, sub-advisor or
manager.
Robert Sabatino**; 32 Mr. Sabatino is a director and portfolio
manager of UBS Global AM--Americas region in
the short duration fixed income group (since
October 2001). From 1995 to 2001 he was a
portfolio manager at Merrill Lynch
Investment Managers responsible for the
management of several retail and
institutional money market funds.
Mr. Sabatino is a vice president of one
investment company (consisting of four
portfolios) for which UBS Global AM--
Americas region or one of its affiliates
serves as investment advisor, sub-advisor or
manager.
Eric Sanders*; 40 Mr. Sanders is a director and associate
general counsel of UBS Global AM--Americas
region (since July 2005). From 1996 until
June 2005, he held various positions at Fred
Alger & Company, Incorporated, the most
recent being assistant vice president and
associate general counsel. Mr. Sanders is a
vice president and assistant secretary of 20
investment companies (consisting of 86
portfolios) for which UBS Global
AM--Americas region or one of its affiliates
serves as investment advisor, sub-advisor or
manager.
</Table>
23
<Page>
<Table>
<Caption>
Term of
Office++
and
Position(s) Held Length of
with the Time
Name, Address and Age Companies+ Served
- --------------------- ---------------- ---------
Brian D. Singer**; 45 Vice President Series Trust and Since 2004
Investment Trust
Keith A. Weller*; 44 Vice President and Assistant
Secretary
Cashfund, Managed Municipal, Master
Series, Municipal Money, RMA Money, Since 1995
RMA Tax-Free and Series Trust
Investment Trust Since 1996
Index Trust Since 1997
Money Series Since 1998
PACE Select Since 2000
<Caption>
Principal Occupation(s) During Past 5 Years;
Number of Portfolios in Fund Complex
Name, Address and Age for which person serves as Officer
- --------------------- --------------------------------------------
Brian D. Singer**; 45 Mr. Singer is chief investment officer--UBS
Global AM--Americas region (since 2003).
Prior to 2003, he was global head of asset
allocation and risk management at UBS Global
AM--Americas region. Mr. Singer is a vice
president of two investment companies
(consisting of two portfolios) for which UBS
Global AM--Americas region or one of its
affiliates serves as investment advisor,
sub-advisor or manager.
Keith A. Weller*; 44 Mr. Weller is an executive director and
senior associate general counsel of UBS
Global AM-- Americas region. Mr. Weller is a
vice president and assistant secretary of 20
investment companies (consisting of 86
portfolios) for which UBS Global
AM--Americas region or one of its affiliates
serves as investment advisor, sub- advisor
or manager.
</Table>
- ---------------------------
+ Unless otherwise noted, position is held with each Company.
++ Officers of the Companies are appointed by the Board Members and serve at
the pleasure of each Board.
* This person's business address is 51 West 52nd Street, New York, New York
10019-6114.
** This person's business address is One North Wacker Drive, Chicago, Illinois
60606.
ADDITIONAL INFORMATION
The solicitation of proxies will be made primarily by mail but solicitations
may also be made by telephone, through the internet or in person by regular
employees of UBS Global AM, who will not receive any compensation therefor from
the Companies. All costs of solicitation, including (a) printing and mailing of
this Proxy Statement and accompanying material, (b) the reimbursement of
brokerage firms and others for their expenses in forwarding solicitation
material to the beneficial owners of the Companies' shares, (c) payment to
Computershare Fund Services for its services as voting facilitator, and
24
<Page>
(d) supplementary solicitations to submit proxies, will be borne by the
Companies.
BENEFICIAL OWNERSHIP OF SHARES
A list of those persons who owned beneficially 5% or more of the Shares of
any class of any Fund as of the Record Date is set forth in Exhibit E.
SHAREHOLDER PROPOSALS
As a general matter, the Companies do not hold regular annual or other
meetings of shareholders. Any shareholder who wishes to submit proposals to be
considered at a special meeting of a Company's or a Fund's shareholders should
send the proposals to the Secretary of the Company or Fund at UBS Global Asset
Management (US) Inc., 51 West 52nd Street, New York, New York 10019-6199, so as
to be received a reasonable time before the proxy solicitation for that meeting
is made.
Shareholder proposals that are submitted in a timely manner will not
necessarily be included in a Company's or a Fund's proxy materials. Inclusion of
such proposals is subject to limitations under the federal securities laws.
OTHER BUSINESS
Management knows of no business to be presented at the Meeting other than
the matters set forth in this Proxy Statement, but should any other matter
requiring a vote of shareholders arise, the proxies will vote thereon according
to their best judgment in the interest of each Company.
By Order of Each Company's Board,
Mark F. Kemper
VICE PRESIDENT AND SECRETARY
OF EACH COMPANY
November 21, 2005
It is important that you execute and return your proxy promptly.
25
<Page>
EXHIBIT INDEX
<Table>
Exhibit A--Time of Shareholder Meeting...................... A-1
Exhibit B-- State of Organization, Fiscal Year End and
Shares Outstanding as of Record Date............. B-1
Exhibit C-- List of Shorthand Names of Companies and Funds
as Used in This Proxy Statement.................. C-1
Exhibit D--List of Fund Advisors/Managers and
Sub-Advisors.............................................. D-1
Exhibit E-- Beneficial Ownership of Greater Than 5% of
Funds' Shares.................................... E-1
Exhibit F--Board Member and Nominee Ownership of Fund
Shares.................................................... F-1
Exhibit G--Audit Committee Charter.......................... G-1
Exhibit H-- Nominating and Corporate Governance Committee
Charter.......................................... H-1
Exhibit I--Audit Fees Paid to Company Auditors.............. I-1
Exhibit J--Audit-Related Fees Paid to Company Auditors...... J-1
Exhibit K--Tax Fees Paid to Company Auditors................ K-1
Exhibit L--Aggregate Non-Audit Fees Paid to Company
Auditors.................................................. L-1
Exhibit M-- Schedule of Board, Audit Committee and
Nominating Committee Meetings.................... M-1
Exhibit N--Length of Service of Ernst & Young............... N-1
</Table>
<Page>
Exhibit A
TIME OF SHAREHOLDER MEETING
<Table>
<Caption>
Company Time of Meeting
- ------- ---------------
UBS Cashfund Inc. ................................ 9:00
UBS Index Trust................................... 9:30
UBS Investment Trust.............................. 10:00
UBS Money Series.................................. 10:30
UBS Managed Municipal Trust....................... 11:00
UBS Master Series, Inc. .......................... 11:30
UBS Municipal Money Market Series................. 12:00
UBS RMA Money Fund, Inc........................... 12:30
UBS RMA Tax-Free Fund, Inc........................ 1:00
UBS Series Trust.................................. 1:30
UBS PACE Select Advisors Trust.................... 2:00
</Table>
A-1
<Page>
Exhibit B
STATE OF ORGANIZATION, FISCAL YEAR END AND SHARES
OUTSTANDING AS OF RECORD DATE
<Table>
<Caption>
Shares
Outstanding
Fiscal State of as of the
Company/Fund Name Year End Organization Record Date
- ----------------- ----------- ------------- ----------------------------
Cashfund...................... March 31 Maryland 3,066,442,054
Index Trust................... May 31 Delaware
S&P 500 Fund............................................ Class A: 10,138,635
Class B: 698,726
Class C: 2,453,978
Class C-2: 387,430
Class Y: 1,849,562
Investment Trust.............. August 31 Massachusetts
U.S. Allocation Fund.................................... Class A: 18,336,550
Class B: 4,416,073
Class C: 9,294,824
Class Y: 4,138,526
Money Series.................. April 30 Delaware
Select Money............................................ Institutional: 5,685,829,266
Financial
Intermediary: --
Select Treasury......................................... Institutional: 430,674,311
Financial
Intermediary: --
Cash Reserves........................................... 322,941,379
Liquid Assets........................................... 471,617,728
Managed Municipal............. June 30 Massachusetts
RMA New York............................................ 604,443,416
RMA California.......................................... 902,345,433
Master Series................. February 28 Maryland
UBS Money Market........................................ Class A: 12,318,318
Class B: 2,149,300
Class C: 2,364,918
Municipal Money............... June 30 Massachusetts
RMA New Jersey.......................................... 140,542,751
</Table>
B-1
<Page>
<Table>
<Caption>
Shares
Outstanding
Fiscal State of as of the
Company/Fund Name Year End Organization Record Date
- ----------------- ----------------- ------------- ------------------------
UBS PACE Select Advisors
Trust......................... July 31 Delaware
PACE Money Market............................................. Class P: 252,062,269
PACE Government............................................... Class A: 10,192,122
Class B: 274,702
Class C: 2,639,760
Class Y: 735,498
Class P: 25,748,866
PACE Intermediate............................................. Class A: 6,302,627
Class B: 83,810
Class C: 605,270
Class Y: 89,814
Class P: 28,824,166
PACE Strategic................................................ Class A: 1,676,976
Class B: 109,285
Class C: 552,800
Class Y: 66,774
Class P: 33,292,851
PACE Municipal................................................ Class A: 8,883,132
Class B: 152,334
Class C: 1,644,352
Class Y: 14,934
Class P: 9,343,878
PACE Global................................................... Class A: 11,771,213
Class B: 111,366
Class C: 735,373
Class Y: 740,107
Class P: 25,082,407
PACE Large Co Value........................................... Class A: 14,205,092
Class B: 314,067
Class C: 1,801,191
Class Y: 1,978,641
Class P: 42,167,037
</Table>
B-2
<Page>
<Table>
<Caption>
Shares
Outstanding
Fiscal State of as of the
Company/Fund Name Year End Organization Record Date
- ----------------- ----------------- ------------- ------------------------
PACE Large Co Growth.......................................... Class A: 5,736,693
Class B: 151,600
Class C: 600,680
Class Y: 1,554,289
Class P: 51,297,416
PACE Small/Medium Co Value.................................... Class A: 2,462,958
Class B: 140,480
Class C: 658,010
Class Y: 220,225
Class P: 16,972,534
PACE Small/Medium Co Growth................................... Class A: 3,301,679
Class B: 87,583
Class C: 481,061
Class Y: 232,708
Class P: 20,654,532
PACE International Equity..................................... Class A: 6,119,206
Class B: 45,558
Class C: 490,493
Class Y: 2,884,512
Class P: 42,392,963
PACE International Emerging Markets........................... Class A: 1,142,998
Class B: 37,885
Class C: 316,842
Class Y: 958,735
Class P: 13,379,694
RMA Money..................... June 30 Maryland
RMA Money Market.............................................. 10,454,857,644
RMA U.S. Government........................................... 1,103,622,189
Retirement Money.............................................. 1,751,057,000
RMA Tax-Free.................. June 30 Maryland 3,396,681,792
Series Trust.................. December 31 Massachusetts
U.S. Allocation Portfolio..................................... Class H: 1,243,474
Class I: 2,668,993
</Table>
B-3
<Page>
Exhibit C
LIST OF SHORTHAND NAMES OF COMPANIES
AND FUNDS AS USED IN THIS PROXY STATEMENT*
<Table>
<Caption>
Company/Fund Name Name as Used in This Proxy Statement
- ----------------- ------------------------------------
UBS Cashfund Inc.................................. Cashfund
UBS Index Trust................................... Index Trust
UBS S&P 500 Index Fund.......................... S&P 500 Fund
UBS Investment Trust.............................. Investment Trust
UBS U.S. Allocation Fund........................ U.S. Allocation Fund
UBS Money Series.................................. Money Series
UBS Select Money Market Fund.................... Select Money
UBS Select Treasury Fund........................ Select Treasury
UBS Cash Reserves Fund.......................... Cash Reserves
UBS Liquid Assets Fund.......................... Liquid Assets
UBS Managed Municipal Trust....................... Managed Municipal
UBS RMA New York Municipal Money Fund........... RMA New York
UBS RMA California Municipal Money Fund......... RMA California
UBS Master Series Inc............................. Master Series
UBS Money Market Fund........................... Money Market Fund
UBS Municipal Money Market Series................. Municipal Money
UBS RMA New Jersey Municipal Money Fund......... RMA New Jersey
UBS PACE Select Advisors Trust.................... PACE Select
UBS PACE Money Market Investments............... PACE Money Market
UBS PACE Government Securities Fixed Income
Investments................................... PACE Government
UBS PACE Intermediate Fixed Income
Investments................................... PACE Intermediate
UBS PACE Strategic Fixed Income Investments..... PACE Strategic
UBS PACE Municipal Fixed Income Investments..... PACE Municipal
UBS PACE Global Fixed Income Investments........ PACE Global
UBS PACE Large Co Value Equity Investments...... PACE Large Co Value
</Table>
C-1
<Page>
<Table>
<Caption>
Company/Fund Name Name as Used in This Proxy Statement
- ----------------- ------------------------------------
UBS PACE Large Co Growth Equity
Investments................................... PACE Large Co Growth
UBS PACE Small/Medium Co Value Equity
Investments................................... PACE Small/Medium Co Value
UBS PACE Small/Medium Co Growth Equity
Investments................................... PACE Small/Medium Co Growth
UBS PACE International Equity Investments....... PACE International Equity
UBS PACE International Emerging Markets Equity
Investments................................... PACE International Emerging Markets
UBS RMA Money Fund, Inc........................... RMA Money
UBS RMA Money Market Portfolio.................. Money Market Portfolio
UBS RMA U.S. Government Portfolio............... RMA U.S. Government
UBS Retirement Money Fund....................... Retirement Money
UBS RMA Tax-Free Fund, Inc........................ RMA Tax-Free
UBS Series Trust.................................. Series Trust
U.S. Allocation Portfolio....................... U.S. Allocation Portfolio
</Table>
- ------------------------
* Where a Company is comprised of series, the name of each series appears
indented beneath the name of the Company, which is in bold type.
C-2
<Page>
Exhibit D
LIST OF FUND ADVISORS/MANAGERS AND SUB-ADVISORS
<Table>
<Caption>
Company/Fund Name Advisor/Manager Sub-Advisor(s) (if any)
- ----------------- --------------- -----------------------
Cashfund UBS Financial Services Inc. UBS Global AM
Index Trust
S&P 500 Fund UBS Global AM None
Investment Trust
U.S. Allocation Fund UBS Global AM None
Money Series UBS Global AM None
Managed Municipal
RMA New York UBS Financial Services Inc. UBS Global AM
RMA California UBS Financial Services Inc. UBS Global AM
Master Series
Money Market Fund UBS Global AM None
Municipal Money
RMA New Jersey UBS Financial Services Inc. UBS Global AM
UBS PACE Select Advisors Trust
PACE Money Market UBS Global AM None
PACE Government UBS Global AM Pacific Investment Management Company
LLC
PACE Intermediate UBS Global AM BlackRock Financial Management, Inc.
PACE Strategic UBS Global AM Pacific Investment Management Company
LLC
</Table>
D-1
<Page>
<Table>
<Caption>
Company/Fund Name Advisor/Manager Sub-Advisor(s) (if any)
- ----------------- --------------- -----------------------
PACE Municipal UBS Global AM Standish Mellon Asset Management
PACE Global UBS Global AM Fischer Francis Trees & Watts, Inc.
Rogge Global Partners plc
PACE Large Co
Value UBS Global AM Institutional Capital Corporation
SSgA Funds Management, Inc.
Westwood Management Corp.
PACE Large Co Growth UBS Global AM GE Asset Management Incorporated
Marsico Capital Management, LLC
SSgA Funds Management, Inc.
PACE Small/Medium Co Value UBS Global AM Ariel Capital Management LLC
Metropolitan West Capital Management LLC
Opus Capital Management, Inc.
PACE Small/Medium Co Growth UBS Global AM Delaware Management Company
Forstmann-Leff Associates, LLC
Riverbridge Partners, LLC
PACE International Equity UBS Global AM Mondrian Investment Partners Limited
J.P. Morgan Investment Management Inc.
Martin Currie Inc.
PACE International Emerging Markets UBS Global AM Mondrian Investment Partners Limited
Gartmore Global Partners
</Table>
D-2
<Page>
<Table>
<Caption>
Company/Fund Name Advisor/Manager Sub-Advisor(s) (if any)
- ----------------- --------------- -----------------------
RMA Money
RMA Money Market UBS Financial Services Inc. UBS Global AM
RMA U.S. Government UBS Financial Services Inc. UBS Global AM
Retirement Money UBS Financial Services Inc. UBS Global AM
RMA Tax-Free UBS Financial Services Inc. UBS Global AM
Series Trust
U.S.Allocation Portfolio UBS Global AM None
</Table>
D-3
<Page>
Exhibit E
BENEFICIAL OWNERSHIP OF
GREATER THAN 5% OF FUNDS' SHARES
<Table>
<Caption>
Percentage of Shares
Company and/or Fund Name; Beneficially Owned as of
Class of Shares Name and Address* the Record Date
- ------------------------- ----------------- ------------------------
Index Trust
S&P 500 Fund
Class A............................. HARTFORD LIFE INSURANCE COMPANY 7.41
NATIONWIDE INSURANCE COMPANY TRUST 7.11
Class C-2........................... UBS FINANCIAL SERVICES INC. FBO 10.07
THOMAS M HARTE
EILEEN M HARTE JTWROS
MESIROW FINANCIAL INC 8.28
JOE A RAITH
Class Y............................. FRANKLIN S&P 500 INDEX PORTFOLIO 62.5
FT 529 COLLEGE SAVINGS PLAN
BROWN BROTHERS HARRIMAN & CO CUST 15.72
UBS FINANCIAL SERVICES INC. FBO 11.1
THE JIM & SALLY BARKSDALE
UNITRUST UTA DTD 02-06-96
</Table>
E-1
<Page>
<Table>
<Caption>
Percentage of Shares
Company and/or Fund Name; Beneficially Owned as of
Class of Shares Name and Address* the Record Date
- ------------------------- ----------------- ------------------------
Investment Trust
U.S. Allocation Fund
Class Y............................. NORTHERN TRUST COMPANY AS TRUSTEE 36.35
FBO UBS FINANCIAL SERVICES 401K PL
UBS FINANCIAL SERVICES INC. FBO 23.32
BOCH BUSINESS TRUST
BARBARA BOCH, ERNEST BOCH &
ROBERT WAKELY, SUCC TTEES
UBS FINANCIAL SERVICES INC. FBO 12.9
EJB TRUST DTD 6/5/02
BARBARA BOCH, ERNEST BOCH,
UBS FINANCIAL SERVICES INC. FBO 6.16
BOCH BUSINESS TRUST
ERNEST BOCH TTEE
Money Series
Select Treasury
Institutional....................... UBS FINANCIAL SERVICES INC. 11.02
FBO VALHALLA SYNERGY FUND LLC
UBS FINANCIAL SERVICES INC. 7.22
FBO VALHALLA DIVERSIFIED LLC
UBS FINANCIAL SERVICES INC. 5.45
FBO WILLIAM M HAIT
Managed Municipal
RMA California........................ UBS FINANCIAL SERVICES INC. FBO 5.09
KENNETH DAVID MOELIS &
JULIE LYNN MOELIS TTEES
U/A DTD 12/03/90
</Table>
E-2
<Page>
<Table>
<Caption>
Percentage of Shares
Company and/or Fund Name; Beneficially Owned as of
Class of Shares Name and Address* the Record Date
- ------------------------- ----------------- ------------------------
Master Series
Money Market Fund
Class A............................. BALSA & CO (MIXED) 8.22
Class B............................. UBS FINANCIAL SERVICES INC. CUST 8.03
TELEDYNAMICS COMMON SERV. CORP
TELE-DYNAMICS PENSION PLAN
Class C............................. UBS FINANCIAL SERVICES INC. FBO 6.44
CHARLES C. CUNNINGHAM
UBS FINANCIAL SERVICES INC. FBO 6.34
IRENE CUNNINGHAM
UBS FINANCIAL SERVICES INC. FBO 5.31
MARK N WOLF
UBS FINANCIAL SERVICES INC. FBO 5.15
MARK B LEVENSON
UBS PACE Select Advisors Trust
PACE Government
Class C............................. UBS FINANCIAL SERVICES INC. FBO 7.18
MARGARET M MCDERMOTT
Class Y............................. NORTHERN TRUST COMPANY AS TRUSTEE 86.01
FBO UBS FINANCIAL SERVICES 401K PL
</Table>
E-3
<Page>
<Table>
<Caption>
Percentage of Shares
Company and/or Fund Name; Beneficially Owned as of
Class of Shares Name and Address* the Record Date
- ------------------------- ----------------- ------------------------
PACE Intermediate
Class B............................. MERRILL LYNCH FINANCIAL DATA SCVS 7.45
UBS FINANCIAL SERVICES INC. CUST 6.61
RAYMOND J COUPE
Class Y............................. NORTHERN TRUST COMPANY AS TRUSTEE 21.72
FBO UBS FINANCIAL SERVICES 401K PL
UBS FINANCIAL SERVICES INC. CUST 11.1
UBS-FINSVC CDN FBO
MS GERTUDE A TORMEY
UBS FINANCIAL SERVICES INC. CUST 9.83
UBS-FINSVC CDN FBO
DONALD J WENGLER
UBS FINANCIAL SERVICES INC. CUST 5.55
WILLIAM G. STAPLETON
PACE Strategic
Class B............................. UBS FINANCIAL SERVICES INC. CUST 11.98
RAYMOND J COUPE
Class Y............................. NORTHERN TRUST COMPANY AS TRUSTEE 77.32
FBO UBS FINANCIAL SERVICES 401K PL
</Table>
E-4
<Page>
<Table>
<Caption>
Percentage of Shares
Company and/or Fund Name; Beneficially Owned as of
Class of Shares Name and Address* the Record Date
- ------------------------- ----------------- ------------------------
PACE Municipal
Class B............................. FIRST CLEARING, LLC 14.46
WBNA COLLATERAL ACCOUNT
FBO BRAD RICHTER
UBS FINANCIAL SERVICES INC. FBO 10.58
ALBERT G COWART &
MRS ELNORA M COWART JT/WROS
UBS FINANCIAL SERVICES INC. FBO 5.77
PATRICIA WELCH SUCC TTEE
MARTIN QTIP NON EXEMPT TRUST C
UBS FINANCIAL SERVICES INC. FBO 5.47
FRANCES SCHWARTZ
Class C............................. UBS FINANCIAL SERVICES INC. FBO 5.21
MARY F PEARLMAN TRUSTEE OF
THE MARY F PEARLMAN TRUST
AGREEMENT DTD 06-08-98
Class Y............................. UBS FINANCIAL SERVICES INC. FBO 42.72
GILBERT C POWERS AND
PAMELA M POWERS TTEES
POWERS REV TRUST UTD 10/18/01
UBS FINANCIAL SERVICES INC. FBO 13.37
JAMES C WILEY &
LYNN WILEY JT TEN
UBS FINANCIAL SERVICES INC. FBO 12.99
DONALD A ILLUZZI TRUSTEE
DONALD A ILLUZZI DECLARATION
OF TRUST U/A DTD 7/21/2005
UBS FINANCIAL SERVICES INC. FBO 7.31
JOHN J O'FLAHERTY &
NANCY D O'FLAHERTY JT TEN
</Table>
E-5
<Page>
<Table>
<Caption>
Percentage of Shares
Company and/or Fund Name; Beneficially Owned as of
Class of Shares Name and Address* the Record Date
- ------------------------- ----------------- ------------------------
UBS FINANCIAL SERVICES INC. 5.5
FBO
CATHERINE E SMITH TTEE
UBS FINANCIAL SERVICES INC. FBO 5.08
LISA A BAILEY
PACE Global
Class B............................. UBS FINANCIAL SERVICES INC. CUST 8.36
RAYMOND J COUPE
UBS FINANCIAL SERVICES INC. CUST 5.69
CHARLES ARTHUR GRUSH
Class Y............................. NORTHERN TRUST COMPANY AS TRUSTEE 86.65
FBO UBS FINANCIAL SERVICES 401K PL
PACE Large Co Value
Class B............................. MERRILL LYNCH FINANCIAL DATA SCVS 5.58
Class Y............................. NORTHERN TRUST COMPANY AS TRUSTEE 96.16
FBO UBS FINANCIAL SERVICES 401K PL
PACE Large Co Growth
Class Y............................. NORTHERN TRUST COMPANY AS TRUSTEE 99.31
FBO UBS FINANCIAL SERVICES 401K PL
PACE Small/Medium Co Value
Class Y............................. NORTHERN TRUST COMPANY AS TRUSTEE 76.22
FBO UBS FINANCIAL SERVICES 401K PL
</Table>
E-6
<Page>
<Table>
<Caption>
Percentage of Shares
Company and/or Fund Name; Beneficially Owned as of
Class of Shares Name and Address* the Record Date
- ------------------------- ----------------- ------------------------
PACE Small/Medium Co
Growth
Class B............................. UBS FINANCIAL SERVICES INC. CUST 5.54
HOWARD D CHAPHE
Class Y............................. NORTHERN TRUST COMPANY AS TRUSTEE 94.19
FBO UBS FINANCIAL SERVICES 401K PL
PACE International Equity
Class B............................. UBS FINANCIAL SERVICES INC. CUST 9.71
JOE EDD SCOTT
Class Y............................. NORTHERN TRUST COMPANY AS TRUSTEE 96.84
FBO UBS FINANCIAL SERVICES 401K PL
PACE International Emerging Markets
Class A............................. UBS FINANCIAL SERVICES INC. FBO 6.3
THE FEINSTEIN FOUNDATION INC
Class B............................. FIRST CLEARING, LLC 11.37
LINDA JOHNSON ROTH IRA
FCC AS CUSTODIAN
WELLS FARGO INVESTMENTS LLC 10.27
UBS FINANCIAL SERVICES INC. CUST 6.94
UBS-FINSVC CDN FBO
RICHARD GLENN LOONEY
UBS FINANCIAL SERVICES INC. CUST 5.1
WILLIAM L ZANDER
SIMPLE IRA
Class Y............................. NORTHERN TRUST COMPANY AS TRUSTEE 96.86
FBO UBS FINANCIAL SERVICES 401K PL
</Table>
E-7
<Page>
<Table>
<Caption>
Percentage of Shares
Company and/or Fund Name; Beneficially Owned as of
Class of Shares Name and Address* the Record Date
- ------------------------- ----------------- ------------------------
Series Trust
U.S. Allocation Portfolio
Class H............................. AIG LIFE PARADIGM VARIABLE ANNUITY 88.11
AIG LIFE PARADIGM ADB 10.87
VARIABLE ANNUITY
Class I............................. HARTFORD LIFE INSURANCE COMPANY 49.89
SUNLIFE ASSURANCE CO OF CANADA US 25.98
OHIO NATL LIFE INS CO FBO SEP ACCTS 23.86
</Table>
- ------------------------------
* The shareholders listed may be contacted c/o UBS Global Asset
Management (US) Inc., Compliance Department, 51 West 52nd Street, New
York, NY 10019-6114.
E-8
<Page>
Exhibit F
BOARD MEMBER AND NOMINEE
OWNERSHIP OF FUND SHARES
<Table>
<Caption>
Board Member or Dollar Range of Equity
Nominee* Fund** Securities in Fund***
- --------------- ------ ----------------------
Current Board Members
Interested Board Member
Meyer Feldberg None None
Non-Interested Board Members
Richard Q. Armstrong Liquid Assets Over $100,000
U.S. Allocation Fund Over $100,000
David J. Beaubien PACE Global $1 - $10,000
PACE Government $10,001 - $50,000
PACE International $10,001 - $50,000
Equity
PACE International $10,001 - $50,000
Emerging Markets
PACE Large Co Growth $10,001 - $50,000
PACE Large Co Value $10,001 - $50,000
PACE Money Market $1 - $10,000
PACE Small/Medium Co $10,001 - $50,000
Growth
PACE Small/Medium Co $10,001 - $50,000
Value
Retirement Money $10,001 - $50,000
Richard R. Burt PACE Large Co Value $10,001 - $50,000
PACE Small/Medium Co Growth $50,001 - $100,000
U.S. Allocation Fund $50,001 - $100,000
William D. White PACE International Equity $10,001 - $50,000
PACE International Emerging Markets $1 - $10,000
PACE Large Co Growth $10,001 - $50,000
PACE Large Co Value $10,001 - $50,000
PACE Money Market $1 - $10,000
PACE Small/Medium Co Growth $10,001 - $50,000
PACE Small/Medium Co Value $10,001 - $50,000
Nominees
Alan S. Bernikow None None
Bernard H. Garil PACE Large Co Growth $50,001 - $100,000
PACE Small/Medium Co $50,001 - $100,000
Growth
Heather Richardson Higgins None None
<Caption>
Aggregate Dollar Range
of Equity Securities in
All Registered
Investment Companies
Overseen or to be
Overseen by Board
Member or Nominee
for Which UBS Global
AM or an Affiliate
Serves as Investment
Board Member or Advisor, Sub-Advisor or
Nominee* Manager***
- --------------- -----------------------
Current Board Members
Interested Board Member
Meyer Feldberg Over $100,000
Non-Interested Board Members
Richard Q. Armstrong Over $100,000
David J. Beaubien Over $100,000
Richard R. Burt Over $100,000
William D. White Over $100,000
Nominees
Alan S. Bernikow None
Bernard H. Garil Over $100,000
Heather Richardson Higgins None
</Table>
- --------------------------------
* To the extent they have not already done so, the current Board Members and
Nominees have each agreed to invest the equivalent of a minimum of one
year's Board Member's fees, in the aggregate, in the Funds in the UBS Fund
complex. Such investments may be spread across a number of Funds, and they
may not necessarily be made in any one particular Fund overseen. The
investment will be made over a period not to exceed three years from the
beginning of 2004 or the date of their election to the Board, whichever is
later.
** Unless otherwise indicated, the Board Member or Nominee owns no shares of
the Funds.
*** Information regarding ownership of shares of each individual Fund is as of
November 17, 2005; information regarding aggregate ownership of shares in
all registered investment companies overseen by Current Board Members for
which UBS Global AM or an affiliate serves as investment advisor,
sub-advisor or manager is as of December 31, 2004; information regarding
aggregate ownership of shares in all registered investment companies
overseen by the new nominees for which UBS Global AM or an affiliate serves
as investment advisor, subadvisor or manager is as of November 17, 2005.
F-1
<Page>
Exhibit G
AUDIT COMMITTEE CHARTER
AMENDED AND RESTATED AS OF MAY 12, 2004
ESTABLISHMENT AND PURPOSE
This document serves as the Charter for the Audit Committee (the
"Committee") of the Board of each fund (the "Fund") advised by UBS Global Asset
Management (US) Inc. ("UBS Global") listed on Appendix A hereto (each such
Charter being a separate Charter). The primary purposes of the Committee are to
assist Board oversight of (1) the integrity of the Fund's financial statements,
(2) the Fund's compliance with legal and regulatory requirements, (3) the
independent auditors' qualifications and independence and (4) the performance of
the Fund's independent auditors.
In performing its Board oversight assistance function, the Committee will,
among other things (a) oversee the scope of the Fund's audit, the quality and
objectivity of the Fund's financial statements, the Fund's accounting and
financial reporting policies and practices and its internal controls and, as
appropriate, the internal controls of certain service providers; (b) approve,
and recommend to the Board, for ratification, the selection, appointment,
retention or termination of the Fund's independent auditors, as well as
determining the compensation thereof; and (c) pre-approve all audit and
non-audit services provided to the Fund and certain other persons by such
independent auditors.
DUTIES AND RESPONSIBILITIES
Audit Oversight
The Fund's independent auditors are accountable to the Committee.
The Committee shall:
1. Approve, and recommend to the Board for the Board's ratification, the
selection, appointment, retention or termination of the Fund's
independent auditors, or of any other public accounting firm engaged
for the purpose of performing other audit, review or attest services
for the Fund.
G-1
<Page>
2. Pre-approve (a) all audit and permissible non-audit services(1) to be
provided to the Fund and (b) all permissible non-audit services to be
provided by the Fund's independent auditors to UBS Global and any
Covered Service Providers, if the engagement relates directly to the
operations and financial reporting of the Fund. In carrying out this
responsibility, the Committee shall seek periodically from UBS Global
and from the independent auditors a list of such audit and permissible
non-audit services that can be expected to be rendered to the Fund, UBS
Global or any Covered Service Providers by the Fund's independent
auditors, and an estimate of the fees sought to be paid in connection
with such services. The Committee may delegate its responsibility to
pre-approve any such audit and permissible non-audit services to a
sub-committee consisting of the Chairperson of the Committee and two
other members of the Committee as the Chairperson, from time to time,
may determine and appoint, and such sub-committee shall report to the
Committee, at its next regularly scheduled meeting after the
sub-committee's meeting, its decision(s). From year to year, the
Committee shall report to the Board whether this system of pre-approval
has been effective and efficient or whether this Charter should be
amended to allow for pre-approval pursuant to such policies and
procedures as the Committee
- ------------------------
(1) The Committee will not approve non-audit services that the Committee
believes may taint the independence of the auditors. Currently,
permissible non-audit services include any professional services
(including tax services) that are not prohibited services as described
below, provided to the Fund by the independent auditors, other than those
provided to the Fund in connection with an audit or a review of the
financial statements of the Fund. Permissible non-audit services may not
include: (i) bookkeeping or other services related to the accounting
records or financial statements of the Fund; (ii) financial information
systems design and implementation; (iii) appraisal or valuation services,
fairness opinions or contribution-in-kind reports; (iv) actuarial
services; (v) internal audit outsourcing services; (vi) management
functions or human resources; (vii) broker or dealer, investment adviser
or investment banking services; (viii) legal services and expert services
unrelated to the audit; and (ix) any other service the Public Company
Accounting Oversight Board determines, by regulation, is impermissible.
Pre-approval by the Committee of any permissible non-audit services is not
required so long as: (i) the aggregate amount of all such permissible
non-audit services provided to the Fund, UBS Global and any service
providers controlling, controlled by or under common control with UBS
Global that provide ongoing services to the Fund ("Covered Service
Providers") constitutes not more than 5% of the total amount of revenues
paid to the independent auditors (during the fiscal year in which the
permissible non-audit services are provided) by (a) the Fund, (b) its
investment adviser and (c) any entity controlling, controlled by, or under
common control with the investment adviser that provides ongoing services
to the Fund during the fiscal year in which the services are provided that
would have to be approved by the Committee; (ii) the permissible non-audit
services were not recognized by the Fund at the time of the engagement to
be non-audit services; and (iii) such services are promptly brought to the
attention of the Committee and approved by the Committee (or its
delegate(s)) prior to the completion of the audit.
G-2
<Page>
shall approve, including the delegation of some or all of the Committee's
pre-approval responsibilities to other persons (other than UBS Global or
the Fund's officers).
3. Discuss with the independent auditors any disclosed relationships or
services that may diminish the objectivity and independence of the
independent auditors; receive periodic reports from the independent
auditors regarding the independent auditors' independence (including
receiving the independent auditors' specific representations as to
independence consistent with current statements of the Independence
Standards Board); and discuss such reports with the independent
auditors, and, if so determined by the Committee, recommend that the
Board take appropriate action to ensure the independence of the
independent auditors.
4. Review, in consultation with the independent auditors, the scope of the
Fund's proposed audit each year, including the audit procedures to be
utilized, and certain other matters in connection with the Fund's
financial statements.
5. Inquire of UBS Global and the independent auditors as to the Fund's
qualification under Subchapter M of the Internal Revenue Code and
amounts distributed and reported to shareholders for Federal tax
purposes.
6. [Closed-end Funds only] Review and discuss the Fund's audited annual
financial statements and unaudited semiannual reports with UBS Global
and, in the case of the audited financials, the independent auditors,
including the Fund's disclosure of management's discussion of Fund
performance.
7. Review with the independent auditors any problems or difficulties the
auditors may have encountered during the conduct of the audit, relating
to the conduct of the audit, including any matters required to be
discussed pursuant to Statement of Auditing Standards No. 61, or any
subsequent Statement, and management's response.
8. Ensure that the independent auditors submit on a periodic basis to the
Committee a formal written statement delineating all relationships of
the auditors consistent with Independence Standards Board Standard No.
1, or any subsequent Statement.
9. Review, in consultation, as appropriate, with the independent auditors
and Fund service providers, matters relating to internal controls and
disclosure controls and procedures at the Fund and at the Fund's
service providers.
G-3
<Page>
10. Request, receive and/or review from the independent auditors such other
materials as deemed necessary or advisable by the Committee in the
exercise of its duties under this charter; such materials may include,
without limitation, any other material written communications bearing
on the Fund's financial statements, or internal or disclosure controls,
between the independent auditors and the Fund, UBS Global, the Fund's
sub-adviser(s), if any, or other Fund service providers, such as any
management letter or schedule of unadjusted differences, and any
comment or "deficiency" letter received from a regulatory or
self-regulatory organization addressed to the Fund, UBS Global or the
Fund's sub-adviser(s), if any, that relates to services rendered to the
Fund.
11. Establish procedures for the receipt, retention and treatment of
complaints that the Fund may receive regarding Fund accounting,
internal accounting controls or auditing matters, including procedures
(set forth on Appendix C hereto) for the confidential, anonymous
submission by Fund officers or employees and the Fund's investment
adviser (including sub-advisers, if any), administrator(s), principal
underwriter or any other provider of accounting-related services for
the Fund of concerns regarding questionable accounting or auditing
matters related to the Fund.
12. Request that the independent auditors report to the Committee on any
unusual items or matters discovered during the course of any
semi-annual or other reviews.
13. [Closed-end Funds only] Consider and, if appropriate, recommend the
publication of the Fund's annual audited financial statements in the
Fund's annual report in advance of the printing and publication of the
annual report, based on its review and discussions of such annual
report with the independent auditors, the Fund's officers and UBS
Global; and prepare the audit committee report required to be included
in the Fund's proxy statement for its annual meeting of shareholders.
14. [Closed-end Funds only] At least annually, obtain and review a report
by the Fund's independent auditors describing (i) the independent
auditors' internal quality-control procedures; (ii) any material issues
raised by the most recent internal quality-control review, or peer
review, of the independent auditors, or by any inquiry or investigation
by governmental or professional authorities, within the preceding five
years, respecting one or more independent audits carried out by the
independent auditors, and any steps taken to deal with such
G-4
<Page>
issues; and (iii) (to assess the independent auditors' independence)
all relationships between the independent auditor and the Fund.
15. [Closed-end Funds only] Discuss in general the Fund's periodic earnings
releases, as well as any financial information and earnings guidance
provided to analysts and rating agencies.
16. [Closed-end Funds only] Discuss policies with respect to risk
assessment and risk management.
17. [Closed-end Funds only] Review hiring policies of UBS Global and the
Fund, if any, for employees and former employees of the Fund's
independent auditors.
18. [Closed-end Funds only] Prepare an annual performance evaluation of the
Committee for the Board's review.
19. Review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Board for approval.
In performing its duties, the Committee shall be provided by UBS Global, the
Fund's sub-advisor(s), if any, or the Fund, as applicable, with such
information, data and services as the Committee shall request to discharge its
duties and responsibilities, shall consult as it deems appropriate with the
members of the Board, officers and employees of the Fund, UBS Global, the Fund's
sub-advisor(s), if any, the Fund's counsel and the Fund's other service
providers and, as it determines necessary to carry out its duties and at the
Fund's expense, may engage outside advisors and consultants. In carrying out its
functions, the Committee shall meet separately, periodically, with management
and with the Fund's independent auditors. The Fund shall provide appropriate
funding for the Committee to carry out its duties and responsibilities.
COMPOSITION
The Committee shall have a minimum of three members and shall be composed of
a number of Board members, each of whom has been determined not to be an
"interested person," as that term is defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended ("1940 Act"), of the Fund (the
"Independent Board Members"), as the Board shall determine from time to time.
Each member of the Committee must also meet the independence and experience
requirements as set forth in Sections 303A.07(a) and 303.01(b)(2)(a) of the New
York Stock Exchange's Listed Company Manual, in each case as applicable to
closed-end Funds. The Committee shall elect a chairperson, who
G-5
<Page>
shall preside over Committee meetings (the "Chairperson"). The Chairperson shall
serve for a term of three years, which term may be renewed from time to time.(2)
In addition, the Board shall use its best efforts to ensure that at least
one member of the Committee is an "audit committee financial expert," as
determined under the rules of the Securities and Exchange Commission. Appendix B
sets forth the audit committee financial expert requirements as of the date of
this amended and restated Charter. In the event that the Committee does not have
at least one such audit committee financial expert, the nominating committee of
the Board shall endeavor to identify and recommend to the Board a candidate that
meets such requirements or, in the event the Board does not, at such time, have
a nominating committee, the Board shall designate the Independent Board Members
as a committee to identify and recommend to the Board a candidate that meets
such requirements.
For those Funds listed on the NYSE, no member of the Committee may serve on
the audit committees of more than three public companies, including all Funds
managed by UBS Global (deemed for these purposes to be a single public company),
unless the Board determines that such simultaneous service would not impair the
ability of such member to serve on the Committee effectively.
MEETINGS
The Committee shall meet on a regular basis, but not less frequently than
twice a year. Special meetings may also be held upon reasonable notice to the
members of the Committee. An agenda shall be established for each meeting.
Additional meetings shall be called as circumstances require. The Committee may
request any officer or employee of the Fund, the Fund's counsel, UBS Global, the
Fund's sub-adviser(s), if any, the Fund's independent auditors or other
interested persons to attend a meeting of the Committee or to meet with any
members of, or consultants to, the Committee. The Committee will meet with the
Fund's independent auditors at least once a year outside the presence of the
Fund's officers and other parties. The Committee may, in its discretion, also
meet outside the presence of the Fund's officers and other parties at other
times. Meetings of the Committee may be held in person, by telephone or by other
appropriate means.
One-third of the Committee's members shall constitute a quorum. At any
meeting of the Committee, the decision of a majority of the members present and
voting shall be determinative as to any matter submitted to a vote.
- ------------------------
2 In the case of a newly-organized UBS fund, the Chairperson's term will be
coterminous with those of the other UBS funds listed on Schedule A, even if
such term is shorter than three years.
G-6
<Page>
REPORTING
The Chairperson shall report to the Board on the result of its deliberations
and make such recommendations as deemed appropriate.
LIMITS ON ROLE OF COMMITTEE
While the Committee has the duties and responsibilities set forth in this
Charter, the Committee is not responsible for planning or conducting the Fund's
audit or for determining whether the Fund's financial statements are complete
and accurate and are in accordance with generally accepted accounting
principles. In fulfilling their responsibilities hereunder, it is recognized
that the members of the Committee are not full-time employees of the Fund, it is
not the duty or the responsibility of the Committee or its members to conduct
"field work" or other types of auditing or accounting reviews or procedures or
to set auditor independence standards, and each member of the Committee shall be
entitled to rely on (a) the integrity of those persons within and outside the
Fund from which it receives information; (b) the accuracy of the financial and
other information provided to the Committee absent actual knowledge to the
contrary (which shall be promptly reported to the Board); and (c) statements
made by the officers and employees of the Fund, UBS Global or other third
parties as to any information technology, internal audit and other non-audit
services provided by the independent auditors to the Fund. The review of the
Fund's financial statements by the Committee is not of the same quality as the
audit performed by the independent auditors.
In carrying out its responsibilities, the Committee's policies and
procedures shall be adapted, as appropriate, in order to best react to a
changing environment.
AMENDMENTS
This Charter may be amended by a vote of a majority of the Board members.
G-7
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Appendix A
UBS Managed Municipal Trust
UBS Series Trust
UBS Investment Trust
UBS Index Trust
UBS Municipal Money Market Series
UBS Money Series
UBS PACE Select Advisors Trust
UBS Cashfund Inc.
UBS RMA Money Fund Inc.
UBS RMA Tax-Free Fund Inc.
UBS Master Series, Inc.
*Strategic Global Income Fund, Inc.
*Global High Income Dollar Fund Inc.
*Investment Grade Municipal Income Fund Inc.
*Insured Municipal Income Fund Inc.
*Managed High Yield Plus Fund Inc.
*Closed-end Funds. The duties and responsibilities of any provision applicable
exclusively to closed-end funds apply to these funds only.
G-8
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Appendix B
AUDIT COMMITTEE FINANCIAL EXPERT REQUIREMENTS
An "audit committee financial expert" is a person who has the following
attributes:
an understanding of generally accepted accounting principles and
financial statements;
the ability to assess the general application of such principles in
connection with the accounting for estimates, accruals and reserves;
experience preparing, auditing, analyzing or evaluating financial
statements that present a breadth and level of complexity of accounting
issues that are generally comparable to the breadth and complexity of
issues that can reasonably be expected to be raised by the registrant's
financial statements, or experience actively supervising one or more
persons engaged in such activities;
an understanding of internal controls and procedures for financial
reporting; and
an understanding of audit committee functions.
A person must have acquired such attributes through one or more of the
following:
education and experience as a principal financial officer, principal
accounting officer, controller, public accountant or auditor or
experience in one or more positions that involve the performance of
similar functions;
experience actively supervising a principal financial officer, principal
accounting officer, controller, public accountant, auditor or person
performing similar functions;
experience overseeing or assessing the performance of companies or
public accountants with respect to the preparation, auditing or
evaluation of financial statements; or
other relevant experience.
G-9
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Appendix C
POLICIES OF THE AUDIT COMMITTEE
REGARDING CONCERNS OR COMPLAINTS RELATING TO
ACCOUNTING, INTERNAL ACCOUNTING CONTROLS OR
AUDITING MATTERS OR OTHER MATTERS RELATING
TO THE OPERATIONS OF THE FUND
Introduction
The following policies are adopted by the Board of each fund ("Fund")
advised by UBS Global Asset Management (US) Inc. ("UBS Global AM") listed on
Appendix A to the Fund's Audit Committee Charter ("Charter").
These policies shall constitute an amendment to, and a part of, the Charter
and shall be designated as Appendix C to the Charter. These policies constitute
the procedures to be established pursuant to Item 10 of "Duties and
Responsibilities--Audit Oversight" in the Charter; however, the Board has
decided to extend the benefit of these policies to all Funds, not just those
exchange-listed Funds that are required to establish such procedures pursuant to
Section 301 of the Sarbanes-Oxley Act and Rule 303A of the New York Stock
Exchange Inc. Listed Company Manual.
These policies establish (1) procedures for the receipt, retention and
treatment of complaints received by the Fund (including Fund officers) regarding
accounting, internal accounting controls or auditing matters or other matters
relating to the operations of the Fund, (2) procedures for the confidential,
anonymous submission of concerns regarding questionable accounting or auditing
matters by employees of the investment adviser (and sub-advisor, if applicable),
administrator (and sub-administrator, if applicable), principal underwriter (if
any), or any other provider of accounting related services for the Fund (each a
"Service Provider") and (3) protections for such persons bringing complaints or
concerns to the attention of the Board's Audit Committee (the "Committee").
Reporting
It is expected that all board members and officers, as well as employees of
each Service Provider, will report promptly any concerns or complaints regarding
accounting, internal accounting controls or auditing matters or other matters
relating to the operations of the Fund. Employees of Service Providers
(including Fund officers) should first consider exhausting any internal
reporting mechanisms at their firm before directly contacting the Chairperson of
the Committee (or in the event of a potential conflict involving such person,
any
G-10
<Page>
other member of the Committee). If such a person does not receive a satisfactory
response within a reasonable period of time, or if he or she believes that
utilizing internal reporting mechanisms would be futile or otherwise
undesirable, he or she should (1) in the case of Service Providers under the
supervision of UBS Global AM (e.g., State Street Bank and Trust or PFPC, Inc.),
contact UBS Global AM via the "ethics hotline" and/or mailbox referenced below
(unless such person believes that using such "ethics hotline" and/or mailbox
would be futile or otherwise undesirable, in which case he or she should report
concerns as directed in the remainder of this sentence); or (2) in the case of
all other persons, contact the Chairperson of the Committee directly (or in the
event of a potential conflict involving such person, any other member of the
Committee).
The Committee requests that each Service Provider promptly inform it of
complaints or concerns received from its employees pursuant to these or any
similar policies it may have if such complaints or concerns are reasonably
believed to relate to accounting, internal accounting controls or auditing
matters or other matters relating to the operations of the Fund.
The Committee directs UBS Global AM to communicate these policies to its
primary contact(s) at each other Service Provider. Each Service Provider,
including UBS Global AM, shall be directed to make these methods by which
complaints or concerns can be communicated known to its employees who are
primarily involved in accounting, internal accounting controls or auditing
matters or other matters relating to the operations of the Fund that could
reasonably be expected to impact the Fund. If any Service Provider refuses such
request, UBS Global AM shall notify the Committee of the Service Provider's
reasons for non-cooperation, and the Committee shall recommend to the Board such
actions as it believes appropriate.
Non Retaliation
The Fund prohibits any form of retaliation being taken against any board
member or officer, and shall request that each Service Provider not take any
form of retaliation against its employees, as a result of such person lawfully
engaging in any of the following "Covered Activities":
1. reporting concerns or complaints regarding accounting, internal
accounting controls or auditing matters or other matters relating to the
operations of the Fund; or
2. assisting in an internal or external investigation conducted by the Fund
or a Service Provider regarding such concerns or complaints; or
3. filing, testifying, participating or otherwise assisting in a criminal
or regulatory proceeding relating to the Fund or a Service Provider.
G-11
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To the extent possible, the Board shall seek assurances from Service
Providers that they shall not discharge, demote, suspend, threaten, harass, or
in any other manner discriminate against an employee in the terms and conditions
of his or her employment because such employee has made a report of a concern or
complaint or engaged in any other Covered Activities under these policies. In
addition, the Board shall seek assurances from Service Providers that they shall
not knowingly, with the intent to retaliate, take any action harmful to any
employee, including interference with the lawful employment or livelihood of any
person, for providing to a law enforcement officer any truthful information
relating to the commission or possible commission of any crime.
Confidentiality
Reasonable efforts will be made to keep a reporting person's identity
confidential. In certain circumstances, however, it may be possible that in the
course of the investigation, facts must be disclosed that would require the
identity of the reporting person to be disclosed. Accordingly, in such
circumstances, it is not possible to give a blanket guarantee of
confidentiality. However, the Committee shall take all reasonable steps (and ask
its Service Providers to make reasonable efforts) to attempt to safeguard the
submission of information on a confidential basis.
A Fund Person or Service Provider employee may submit information
anonymously to the Committee through a letter addressed directly to the Chairman
of the Committee (or in the event of a potential conflict involving such person,
to any other member of the Committee at the Chairman's (or other Committee
member's) address as specified in the Fund's Annual Report to Shareholders. The
Committee recognizes that certain Service Providers have established their own
procedures for the confidential, anonymous receipt of concerns or complaints and
requests that Service Providers promptly report to the Committee any concerns or
complaints relating to the matters discussed herein.
Ethics Hotline & Mailbox
Where circumstances preclude the use of conventional channels, UBS Global AM
has established an ethics hotline and a physical mailbox to facilitate the
confidential, anonymous submission of concerns regarding potential legal/
regulatory violations and questionable accounting or auditing matters or other
matters relating to the operations of a Fund or other ethical dilemmas. The
hotline is available for leaving a voicemail message 24-hours a day, seven days
a week. In order to protect confidentiality, only the UBS Global AM General
Counsel and Chief Compliance Officer will be authorized to retrieve messages.
Please utilize the hotline and the mailbox only for this stated purpose. The
ethics hotline number is 866-237 1851. Written submissions should be addressed
G-12
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to: UBS Global Asset Management (US) Inc., Attn: ETHICS, 51 West 52nd Street,
New York, NY 10019-6114.
Breach of this policy
Retaliatory conduct which amounts to a breach of this policy could result in
criminal or regulatory sanctions or civil liability or have an adverse effect on
the Fund's or a Service Provider's reputation. As a result, a breach of this
policy may constitute gross misconduct and may result in disciplinary action up
to and including dismissal from service as a board member or officer, or with
respect to a Service Provider, the Board's decision to terminate any Fund
contracts or other relationships with the Service Provider.
Retention and Treatment of Information Regarding Concerns and Complaints
The Committee minutes shall reflect the receipt, retention and treatment of
information received pursuant to this policy. The Committee shall have the power
to obtain the resources it deems necessary and appropriate to investigate any
information regarding such concerns or complaints, including obtaining the
assistance of special counsel, auditors or other advisors or consultants to
assist it in carrying out its responsibilities.
(May 2004)
G-13
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Exhibit H
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
AMENDED AND RESTATED AS OF NOVEMBER 10, 2004
ESTABLISHMENT AND PURPOSE
This document serves as the Charter for the Nominating and Corporate Governance
Committee (the "Committee") of the Board of each fund (the "Fund") advised by
UBS Global Asset Management (US) Inc. ("UBS Global") listed on Appendix A hereto
(each such Charter being a separate Charter). The primary purposes of the
Committee are to (a) identify individuals qualified to serve as members of the
Board of Directors/Trustees (the "Board") of each Fund; (b) make recommendations
to the Board on the composition of the Board; (c) recommend committee
assignments and responsibilities to the Board; (d) make recommendations to the
Board regarding corporate governance matters and responsibilities; and
(e) periodically assess the functioning of the Board and its committees
(including the Committee).
COMPOSITION
1. The Committee shall consist of three or more Board members who are not
"interested persons" of the Fund, as that term is defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended
("1940 Act"), of the Fund (the "Independent Board Members"). Each member
of the Committee must also meet the independence and experience
requirements applicable to closed-end funds as they may be adopted and
modified from time to time by the New York Stock Exchange (the "NYSE").
Each Committee member shall serve until a successor to such member is
duly elected or qualified or until such member's resignation or removal
from the Board or the Committee.
2. The Committee shall elect a chairperson (the "Chairperson") of the
Committee, who shall preside over Committee meetings.
3. The compensation of the Chairperson and the Committee members shall be
as determined by the Board.
NOMINATION AND APPOINTMENT POLICY
1. The Committee believes that it is in the best interests of the Fund and
its shareholders to obtain highly-qualified candidates to serve as
members of the Board.
2. In nominating candidates, the Committee believes that no specific
qualifications or disqualifications are controlling or paramount, or
that
H-1
<Page>
specific qualities or skills are necessary for each candidate to
possess. The Committee shall take into consideration such factors as it
deems appropriate. These factors may include:
- whether or not the person is an "interested person" as defined in
the 1940 Act, meets the independence and experience requirements of
the NYSE cited above and is otherwise qualified under applicable
laws and regulations to serve as a member of the Board;
- whether or not the person has any relationships that might impair
his or her independence, such as any business, financial or family
relationships with Fund management, the investment advisor and/or
sub-advisors of the Fund, Fund service providers or their
affiliates;
- whether or not the person is willing to serve, and willing and able
to commit the time necessary for the performance of the duties of a
Board member;
- the person's judgment, skill, diversity and experience with
investment companies and other organizations of comparable purpose,
complexity and size and subject to similar legal restrictions and
oversight,
- the interplay of the candidate's experience with the experience of
other Board members; and
- the extent to which the candidate would be a desirable addition to
the Board and any committees thereof.
3. While the Committee is solely responsible for the selection and
recommendation to the Board of Board candidates, the Committee will
consider nominees recommended by Fund shareholders if a vacancy occurs
among those Board members who are Independent Board Members. Such
recommendations shall be directed to the Secretary of the Fund at such
address as is set forth in the Fund's disclosure documents. The
shareholder's letter should state the nominee's name and should include
the nominee's resume or curriculum vitae, and must be accompanied by a
written consent of the individual to stand for election if nominated for
the Board and to serve if elected by shareholders. The Committee may
also seek such additional information about the nominee as it considers
appropriate, including information relating to such nominee that is
required to be disclosed in solicitations or proxies for the election of
Board members.
H-2
<Page>
4. The Committee may from time to time establish specific requirements
and/or additional factors to be considered for Board candidates as it
deems necessary or appropriate.
DUTIES AND RESPONSIBILITIES
1. The Committee shall identify individuals believed to be qualified to
become Board members and recommend to the Board the nominees to either
(i) be elected by the Board or (ii) stand for election as Board members
at the annual or special meeting of shareholders, as applicable.
2. The Committee shall be responsible for reviewing with the Board the
requisite skills and criteria for new Board members as well as the
composition of the Board as a whole.
3. The Committee shall review, as it deems necessary, and make
recommendations with regard to the tenure of the Board members,
including, as it deems necessary, any term limits and mandatory
retirement age.
4. The Committee shall review, as it deems necessary, and make
recommendations to the Board with regard to the compensation of Board
and committee chairpersons.
5. The Committee shall have the authority to retain and terminate any
search firm to be used to identify Board nominees, subject to the
Board's sole authority to approve the search firm's fees and other
retention terms.
6. The Committee shall be responsible for overseeing an annual evaluation
of the Board and its committees to determine whether the Board and its
committees are functioning effectively. The Committee shall determine
the nature of the evaluation, supervise the conduct of the evaluation
and prepare a summary of the performance of the Board and its
committees, to be discussed with the Board.
7. The Committee shall have any other duties or responsibilities expressly
delegated to the Committee by the Board from time to time relating to
(a) the nomination of the Board or any committee members, (b) corporate
governance matters and (c) Board and committee evaluation matters.
SUBCOMMITTEES
1. The Committee shall have the authority to delegate all or a portion of
its duties and responsibilities to a subcommittee of the Committee.
H-3
<Page>
MEETINGS
1. The Committee shall meet at such times as it deems necessary or
appropriate to carry out its duties. Meetings of the Committee may be
held in person, by telephone or by other appropriate means. The
Committee may also take action by unanimous written consent.
2. One-half of the Committee's members shall constitute a quorum, if at
least two members are present. At any meeting of the Committee, the
decision of a majority of the members present and voting shall be
determinative as to any matter submitted to a vote.
3. The Committee shall keep written minutes of its meetings, which minutes
shall be maintained within the books and records of the Fund, and the
Committee shall report to the Board on its meetings.
4. The Committee shall, from time to time as it deems appropriate, review
and reassess the adequacy of this Charter and recommend any proposed
changes to the Board for approval.
5. The Committee shall have the resources and authority to make reasonable
expenditures, including expenditures to retain any experts and counsel
related to the aforementioned duties and tasks that will be reimbursed
by the Fund.
REPORTING
1. The Chairperson shall report to the Board on the result of the
Committee's deliberations and make such recommendations as deemed
appropriate.
AMENDMENTS
1. This Charter may be amended by a vote of a majority of the Board
members.
H-4
<Page>
Schedule A
UBS Managed Municipal Trust
UBS Series Trust
UBS Investment Trust
UBS Index Trust
UBS Municipal Money Market Series
UBS Money Series
UBS PACE Select Advisors Trust
UBS Cashfund Inc.
UBS RMA Money Fund Inc.
UBS RMA Tax-Free Fund Inc.
UBS Master Series, Inc.
Strategic Global Income Fund, Inc.
Global High Income Dollar Fund Inc.
Investment Grade Municipal Income Fund Inc.
Insured Municipal Income Fund Inc.
Managed High Yield Plus Fund Inc.
H-5
<Page>
Exhibit I
AUDIT FEES PAID TO COMPANY AUDITORS
<Table>
<Caption>
Audit Fees Paid For Audit Fees Paid For
Most Recent Fiscal Second Most Recent
Fund Year* Fiscal Year*
- ---- ------------------- -------------------
Cashfund................................ $ 75,600 $ 70,100
Index Trust............................. 32,300 36,200
Investment Trust........................ 65,700 70,100
Money Series............................ 152,600 156,100
Managed Municipal....................... 99,400 90,800
Master Series........................... 23,400 22,600
Municipal Money......................... 34,200 31,300
PACE Select Advisors Trust.............. 522,904 475,804
RMA Money............................... 207,900 190,000
RMA Tax-Free............................ 58,200 53,300
Series Trust............................ 37,400 33,900
</Table>
- ------------------------
* The fiscal year end for each Fund is listed in Exhibit B.
I-1
<Page>
Exhibit J
AUDIT-RELATED FEES PAID TO COMPANY AUDITORS
<Table>
<Caption>
Audit-Related Fees Audit-Related Fees
Paid For Most Paid For Second
Recent Fiscal Most Recent Fiscal
Fund Year* Year*
- ---- ------------------ ------------------
Cashfund................................ $ 3,500 $ 3,618
Index Trust............................. 3,500 3,617
Investment Trust........................ 6,212 1,193
Money Series............................ 13,000 10,853
Managed Municipal....................... 5,424 5,186
Master Series........................... 3,500 3,617
Municipal Money......................... 2,712 2,593
PACE Select Advisors Trust.............. 19,200 32,316
RMA Money............................... 8,136 7,779
RMA Tax-Free............................ 2,712 2,593
Series Trust............................ 3,500 3,618
</Table>
- ------------------------
* The fiscal year end for each Fund is listed in Exhibit B.
J-1
<Page>
Exhibit K
TAX FEES PAID TO COMPANY AUDITORS
<Table>
<Caption>
Tax Fees Paid For Tax Fees Paid For
Most Recent Fiscal Second Most Recent
Fund Year* Fiscal Year*
- ---- ------------------ ------------------
Cashfund................................ $ 2,200 $ 10,700
Index Trust............................. 11,300 14,700
Investment Trust........................ 3,600 20,100
Money Series............................ 7,300 31,800
Managed Municipal....................... 2,600 24,700
Master Series........................... 2,200 9,700
Municipal Money......................... 1,100 11,900
PACE Select Advisors Trust.............. 99,800 170,100
RMA Money............................... 3,700 38,300
RMA Tax-Free............................ 1,500 13,000
Series Trust............................ 9,800 10,300
</Table>
- ------------------------
* The fiscal year end for each Fund is listed in Exhibit B.
K-1
<Page>
Exhibit L
AGGREGATE NON-AUDIT FEES PAID TO COMPANY AUDITORS
<Table>
<Caption>
Aggregate Non-Audit Fees Paid For Aggregate Non-Audit Fees Paid For
Most Recent Fiscal Year* Second Most Recent Fiscal Year*
------------------------------------- -------------------------------------
On Behalf of the On Behalf of the
Company's Investment Company's Investment
Advisor (not including Advisor (not including
any sub-advisor any sub-advisor
whose role is whose role is
primarily portfolio primarily portfolio
management and is management and is
subcontracted with or subcontracted with or
overseen by another overseen by another
investment advisor) investment advisor)
and any entity and any entity
controlling, controlled controlling, controlled
by, or under common by, or under common
control with the control with the
Investment Advisor Investment Advisor
On Behalf of that provides ongoing On Behalf of that provides ongoing
the services to the the services to the
Fund Company Company Company Company
- ---- ------------ ----------------------- ------------ -----------------------
Cashfund...................... $ 5,700 $3,224,602 $ 14,318 $3,250,175
Index Trust................... 14,800 2,854,133 18,317 3,377,990
Investment Trust.............. 9,812 2,863,762 21,293 3,728,488
Money Series.................. 20,300 3,091,493 42,653 3,589,933
Managed Municipal............. 8,024 1,704,821 29,886 1,720,929
Master Series................. 5,700 1,747,141 13,317 1,673,547
Municipal Money............... 3,812 1,704,821 14,493 1,720,929
PACE Select Advisors Trust.... 119,000 2,788,965 202,416 3,890,464
RMA Money..................... 11,836 2,553,479 46,079 3,814,505
RMA Tax-Free.................. 4,212 1,704,821 15,593 1,720,929
Series Trust.................. 13,300 3,114,519 13,918 3,339,976
</Table>
- ------------------------
* The fiscal year end for each Fund is listed in Exhibit B.
L-1
<Page>
Exhibit M
SCHEDULE OF BOARD, AUDIT COMMITTEE
AND
NOMINATING COMMITTEE MEETINGS
<Table>
<Caption>
Number of
Meetings
over the
Company's
Fiscal
Company/Fund Name Year*
- ----------------- ---------
Cashfund
Board........................................... 7
Audit Committee................................. 5
Nominating and Corporate Governance Committee... 3
Index Trust
Board........................................... 7
Audit Committee................................. 5
Nominating and Corporate Governance Committee... 5
Investment Trust
Board........................................... 6
Audit Committee................................. 5
Nominating and Corporate Governance Committee... 7
Money Series
Board........................................... 7
Audit Committee................................. 5
Nominating and Corporate Governance Committee... 4
Managed Municipal
Board........................................... 7
Audit Committee................................. 5
Nominating and Corporate Governance Committee... 6
Master Series
Board........................................... 7
Audit Committee................................. 5
Nominating and Corporate Governance Committee... 3
Municipal Money
Board........................................... 7
Audit Committee................................. 5
Nominating and Corporate Governance Committee... 6
UBS PACE Select Advisors Trust
Board........................................... 6
Audit Committee................................. 5
Nominating and Corporate Governance Committee... 7
</Table>
- ------------------------
* The fiscal year end for each Company is listed in Exhibit B.
M-1
<Page>
<Table>
<Caption>
Number of
Meetings
over the
Company's
Fiscal
Company/Fund Name Year*
- ----------------- ---------
RMA Money
Board........................................... 7
Audit Committee................................. 5
Nominating and Corporate Governance Committee... 6
RMA Tax-Free
Board........................................... 7
Audit Committee................................. 5
Nominating and Corporate Governance Committee... 6
Series Trust
Board........................................... 7
Audit Committee................................. 5
Nominating and Corporate Governance Committee... 5
</Table>
- ------------------------
* The fiscal year end for each Company is listed in Exhibit B.
M-2
<Page>
Exhibit N
LENGTH OF SERVICE OF ERNST & YOUNG
<Table>
<Caption>
Length of
Company/Fund Service
- ------------ ---------
Cashfund.......................................... Since Inception
Index Trust
S&P 500 Fund.................................... Since Inception
Investment Trust
U.S. Allocation Fund............................ Since 1995
Money Series
Select Money.................................... Since Inception
Select Treasury................................. Since Inception
Cash Reserves................................... Since Inception
Liquid Assets................................... Since Inception
Managed Municipal
RMA New York.................................... Since Inception
RMA California.................................. Since Inception
Master Series
Money Market Fund............................... Since 2002
Municipal Money
RMA New Jersey.................................. Since 1995
PACE Select Advisors Trust
PACE Money Market............................... Since Inception
PACE Government................................. Since Inception
PACE Intermediate............................... Since Inception
PACE Strategic.................................. Since Inception
PACE Municipal.................................. Since Inception
PACE Global..................................... Since Inception
PACE Large Co Value............................. Since Inception
PACE Large Co Growth............................ Since Inception
PACE Small/Medium Co Value...................... Since Inception
PACE Small/Medium Co Growth..................... Since Inception
PACE International Equity....................... Since Inception
PACE International Emerging Markets............. Since Inception
RMA Money
RMA Money Market................................ Since Inception
RMA U.S. Government............................. Since Inception
Retirement Money................................ Since Inception
RMA Tax-Free...................................... Since Inception
Series Trust
U.S. Allocation Portfolio....................... Since Inception
</Table>
N-1
<Page>
<Table>
- ------------
UBS FUNDS
- ------------
</Table>
<Table>
----------------
UBS FUNDS
----------------
</Table>
<Table>
--------------------
Notice of
Special Meetings
to be held on
December 21, 2005
and
Proxy Statement
--------------------
</Table>
<Page>
VOTE THIS PROXY CARD TODAY!
YOUR VOTE IS IMPORTANT.
Your Proxy Vote is important!
And now you can Vote your Proxy over
the TELEPHONE or the INTERNET.
It saves Time! Telephone and Internet
voting are instantaneous - 24 hours a
day.
It's Easy! Just follow these simple
steps:
1. Read your proxy statement and have
it at hand.
2. Call toll-free 1-866-241 6192 FROM
WITHIN THE UNITED STATES (SHAREHOLDERS
CALLING FROM OUTSIDE THE UNITED STATES
SHOULD CALL COLLECT THE FOLLOWING U.S.
NUMBER 1-212-805-7309 INSTEAD) OR GO TO
WEBSITE: https://vote.proxy-direct.com
3. Follow the recorded or on-screen
directions.
4. Do NOT mail your Proxy Card when
you vote by Telephone or over the
Internet.
PROXY UBS FUNDS PROXY
SPECIAL MEETING(S) OF SHAREHOLDERS
TO BE HELD ON DECEMBER 21, 2005
The undersigned hereby appoints as proxies Keith A. Weller and Cynthia Carney,
and each of them (with full power of substitution) to vote for the undersigned
all shares of the undersigned in the UBS fund(s) indicated on the other side of
this card at the Special Meeting(s) of Shareholders to be held at the time(s)
indicated in the proxy statement, on December 21, 2005, at 51 West 52nd Street,
16th Floor, New York, New York 10019-6028, and any adjournment thereof
("Meeting"), with all the power the undersigned would have if personally
present. The shares represented by this proxy will be voted as instructed.
UNLESS INDICATED TO THE CONTRARY, THIS PROXY SHALL BE DEEMED TO GRANT AUTHORITY
TO VOTE "FOR" EACH OF THE NOMINEES UNDER THE PROPOSAL. IF ANY OTHER MATTERS
PROPERLY COME BEFORE THE SPECIAL MEETING(S) ABOUT WHICH THE PROXIES WERE NOT
AWARE PRIOR TO THE TIME OF SOLICITATION, AUTHORIZATION IS GIVEN TO THE PROXIES
TO VOTE IN THEIR DISCRETION. Please indicate your vote(s) on the reverse side of
this card, date and sign it and return it in the enclosed envelope.
VOTE VIA THE INTERNET: https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE (WITHIN US): 1-866-241 6192
VOTE VIA THE TELEPHONE (OUTSIDE US): US 1-212-805-7309
----------------------------------------------------
| |
----------------------------------------------------
NOTE: If shares are held by an individual, sign your
name exactly as it appears on this card. If shares
are held jointly, either party may sign, but the name
of the party signing should conform exactly to the
name shown on this card. If shares are held by a
corporation, partnership or similar account, the
name and the capacity of the individual signing
should be indicated unless it is reflected in the
form of registration. For example: "ABC Corp., John
Doe, Treasurer."
------------------------------------------------
Signature
------------------------------------------------
Signature (if held jointly)
------------------------------------------, 2005
Date UBS_15618
<Page>
EACH SHAREHOLDER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY
Trust/Company Name Drop In 1
Fundname Drop In 1 325417.254
Trust/Company Name Drop In 2
Fundname Drop In 1 8572.123
Trust/Company Name Drop In 3
Fundname Drop In 1 12.258
Fundname Drop In 2 954784572.000
Trust/Company Name Drop In 4
Fundname Drop In 1 147147.258
Fundname Drop In 2 321654.258
Fundname Drop In 3 9.254
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS/TRUSTEES OF THE
FUND(S) NAMED HEREIN.
WHEN PROPERLY SIGNED, THE PROXY WILL BE VOTED AS INSTRUCTED BELOW. IF NO
INSTRUCTION IS GIVEN FOR A PROPOSAL, A VOTE WILL BE MADE "FOR" EACH OF THE
NOMINEES.
TO VOTE, MARK THE BLOCKS BELOW IN BLUE OR BLACK INK. EXAMPLE: |X|
THE BOARD OF DIRECTORS/TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL.
1. TO ELECT BOARD MEMBERS:
<Table>
<Caption>
01. Richard Q. Armstrong 02. David J. Beaubien 03. Alan S. Bernikow 04. Richard R. Burt
05. Meyer Feldberg 06. Bernard H. Garil 07. Heather Richardson Higgins 08. William D. White
</Table>
To withhold authority to vote for one or more of the nominees, write the
corresponding number(s) of the nominee(s) on the line provided next to your
fund(s).
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
Trust/Company Name Drop In 1 |_| |_| |_| ______________
Trust/Company Name Drop In 2 |_| |_| |_| ______________
Trust/Company Name Drop In 3 |_| |_| |_| ______________
Trust/Company Name Drop In 4 |_| |_| |_| ______________
UBS_15618
PLEASE DATE AND SIGN THE REVERSE SIDE OF THIS PROXY AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.