Exhibit No. 8(e)
TRANSFER AGENCY - RELATED SERVICES DELEGATION AGREEMENT
THIS AGREEMENT is made as of November 27, 2000 by and between PFPC
INC., a Massachusetts corporation ("PFPC") and PAINEWEBBER INCORPORATED, a
Delaware corporation ("PaineWebber").
WHEREAS, PFPC has entered into a Transfer Agency and Related Services
Agreement ("Transfer Agency and Related Services Agreement") to provide transfer
agency and related services with respect to the Retail Share Class of certain
series of PaineWebber PACE Select Advisors Trust (the "Fund"); and
WHEREAS, under the Transfer Agency and Related Services Agreement PFPC
is authorized to delegate to PaineWebber its obligation to perform services
thereunder with respect to PaineWebber brokerage clients who are also
shareholders of the Fund; and
WHEREAS, subject to the terms and conditions hereof, PFPC wishes to
delegate to PaineWebber, and PaineWebber wishes to perform, certain of the
transfer agency-related services that PFPC is obligated to perform under the
Transfer Agency and Related Services Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound, PFPC and PaineWebber hereby
agree as follows:
1. DELEGATION. PFPC hereby delegates to PaineWebber its duty and
obligation under the Transfer Agency and Related Services Agreement to perform
those services specified in Exhibit A hereto (the "Delegated Services"), and
PaineWebber hereby agrees to perform the Delegated Services in accordance with
the terms and conditions hereof. In the event that PFPC determines to delegate,
and PaineWebber agrees in writing to perform, additional services now or
hereafter required to be performed by PFPC under the Transfer Agency and Related
Services Agreement, such additional services shall constitute Delegated Services
hereunder, provided, however, that PaineWebber shall receive such additional
compensation for the performance of those additional services as shall be agreed
upon between the parties.
2. RESPONSIBILITIES OF PAINEWEBBER. PaineWebber shall perform the
Delegated Services in accordance with the terms and conditions of the Transfer
Agency and Related Services Agreement.
PaineWebber undertakes to comply with all applicable requirements of
the Securities Laws and any laws, rules and regulations of governmental
authorities having jurisdiction with respect to the duties to be performed by
PaineWebber hereunder. Except as specifically set forth herein, PaineWebber
assumes no responsibility for such compliance by the Fund or any of its
Portfolios.
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PaineWebber shall prepare and maintain in complete and accurate form
all books and records necessary for it to perform the Delegated Services
including (a) all those records required to be prepared and maintained by the
Fund under the Investment Company Act of 1940, as amended, by other applicable
Securities Laws, rules and regulations and by state laws and (b) such books and
records as are necessary for PaineWebber to perform all of the services it
agrees to provide in this Agreement and the Exhibits attached hereto. The books
and records pertaining to the Fund, which are in the possession or under the
control of PaineWebber, shall be the property of the Fund. The Fund and
Authorized Persons shall have access to such books and records in the possession
or under the control of PaineWebber at all times during PaineWebber's normal
business hours. Upon the reasonable request of the Fund, copies of any such
books and records in the possession or under the control of PaineWebber shall be
provided by PaineWebber to the Fund or to an Authorized Person. Upon reasonable
notice by the Fund, PaineWebber shall make available during regular business
hours its facilities and premises employed in connection with its performance of
this Agreement for reasonable visits by the Fund, any agent or person designated
by the Fund or any regulatory agency having authority over the Fund.
In performing the Delegated Services, PaineWebber shall be subject to
the same record keeping and other responsibilities, duties and standards of care
and shall have the same rights, benefits (other than compensation), liabilities
and limitations as are applicable to PFPC under the Transfer Agency and Related
Services Agreement with respect to the performance of the same services.
3. COMPENSATION. As compensation for performance of the Delegated
Services, PFPC will pay to PaineWebber the fees and expense reimbursements set
forth in Exhibit B hereto, together with such other amounts as may be agreed
from time to time in writing by PFPC and PaineWebber, provided that PFPC shall
not be obligated to pay such compensation to PaineWebber with respect to any
invoice for which PFPC has not received payment from the Fund pursuant to the
Transfer Agency and Related Services Agreement.
4. DURATION AND TERMINATION. This Agreement shall be effective
upon the date first above written and, unless sooner terminated as set forth
herein, shall continue with respect to the Transfer Agency and Related Services
Agreement for so long as such Transfer Agency and Related Services Agreement
remains in effect. This Agreement may be terminated for cause upon at least
thirty (30) days prior written notice. For purposes of this paragraph, "cause"
shall mean:
(a) in the case of a termination by PaineWebber, the
failure of PFPC to timely pay the compensation to PaineWebber that is provided
for hereunder; and
(b) in the case of a termination by PFPC, (i)
PaineWebber's material breach of this Agreement causing it to fail to
substantially perform its duties under this Agreement, provided that
PaineWebber has received written notice from PFPC specifying the material
breach and has not corrected such breach within a 15-day period; (ii)
financial difficulties of PaineWebber evidenced by the authorization or
commencement of a voluntary or involuntary bankruptcy under the U.S.
Bankruptcy Code or any applicable bankruptcy or similar law, or under any
applicable law of any
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jurisdiction relating to the liquidation or reorganization of debt, the
appointment of a receiver or to the modification or alleviation of the rights
of creditors; and (iii) issuance of an administrative or court order against
PaineWebber with regard to the material violation or alleged material
violation of the Securities Laws or other applicable laws related to the
performance of transfer agency-related services.
5. MISCELLANEOUS.
(a) Unless the context otherwise requires, all
capitalized terms not otherwise defined herein shall have the same meanings as
in the Transfer Agency and Related Services Agreement attached as Exhibit 1
hereto.
(b) It is understood and agreed that all Delegated
Services performed by PaineWebber under this Agreement will be as an independent
contractor and not as an employee or agent of PFPC or the Fund.
(c) This Agreement embodies the entire agreement and
understanding between the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof.
(d) The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
(e) This Agreement shall be deemed to be a contract made
in Delaware and governed by Delaware law without regard to principles of
conflicts of law.
(f) If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
(g) This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors and
permitted assigns.
(h) The facsimile signature of any party to this
Agreement shall constitute the valid and binding execution hereof by such party.
(i) This Agreement, or any term thereof, may be changed
or waived only by a written amendment, signed by the party against whom
enforcement of such change or waiver is sought.
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IN WITNESS WHEREOF, PFPC and PaineWebber have caused this Agreement to
be executed by their duly authorized representatives as of the date first above
written.
PFPC INC.
By:/s/ Xxxxxxx X. Xxxx
-------------------------
Title: Executive Vice President
PAINEWEBBER INCORPORATED
By:/s/ Xxxx X. Xxxxxxxx
-------------------------
Title: Vice President and Treasurer
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EXHIBIT A
DELEGATED SERVICES
The following transfer agency-related services that are required to be
performed under the Transfer Agency and Related Services Agreement are delegated
by PFPC to PaineWebber:
a. Establish and maintain a dedicated service center with sufficient
facilities, equipment and skilled personnel to address all shareholder
inquiries received by telephone, mail or in-person regarding the Fund
and their accounts;
b. Provide timely execution of redemptions, exchanges and non-financial
transactions directed to PaineWebber Financial Advisors and
specifically requested by Fund shareholders;
c. Issue checks from proceeds of Fund share redemptions to shareholders as
directed by the Shareholders or their agents;
d. Process and maintain shareholder account registration information;
e. With respect to customer accounts maintained through PaineWebber
Incorporated, review new applications and correspond with shareholders
to complete or correct information;
f. Prepare and mail monthly or quarterly consolidated account statements
that reflect PACE Fund balances and transactions (such information to
be combined with other activity and holdings in investors' brokerage
accounts);
g. Establish and maintain a dedicated service center with sufficient
facilities, equipment and skilled personnel to address all branch
inquiries regarding operational issues and performance;
h. Capture, process and mail required tax information to shareholders and
report this information to the Internal Revenue Service;
i. Provide the capability to margin PACE Funds held within the client's
brokerage account;
j. Prepare and provide shareholder registrations for mailing of proxies,
reports and other communications to shareholders;
k. Develop, maintain and issue checks from the PaineWebber systematic
withdrawal plan offered within the client's brokerage account;
l. Maintain duplicate shareholder records and reconcile those records with
those at the transfer
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agent;
m. Process and mail duplicate PaineWebber monthly or quarterly statements
to PaineWebber Financial Advisors;
n. Establish and maintain shareholder distribution options (i.e., election
to have dividends paid in cash, rather than reinvested in Fund shares);
o. Process and mail purchase, redemption and exchange confirmations to
Fund shareholders and PaineWebber Financial Advisors;
p. Issue dividend checks to shareholders that select cash distributions to
their brokerage account;
q. Develop and maintain the automatic investment plan offered within the
client's brokerage account; and
r. Provide bank-to-bank wire transfer capabilities related to transactions
in Fund shares.
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