Exhibit (9)
TRANSFER AGENCY SERVICES AND SHAREHOLDER SERVICES AGREEMENT
TERMS AND CONDITIONS
This Agreement is made as of August 18, 1995, to be effective
as of such date as is agreed to in writing by the parties, by and between
MANAGED ACCOUNTS SERVICES PORTFOLIO TRUST (the "Fund"), a Maryland
corporation and PFPC INC. ("PFPC"), a Delaware corporation, which is an
indirect wholly-owned subsidiary of PNC Bank Corp.
The Fund is registered as an open-end management series investment
company under the Investment Company Act of 1940, as amended ("1940 Act").
The Fund wishes to retain PFPC to serve as the transfer agent, registrar,
dividend disbursing agent and shareholder servicing agent for such portfolios
as are listed in Appendix B to this agreement, as such Appendix B may be
amended from time to time (the "Portfolios"), and PFPC wishes to furnish such
services.
In consideration of the promises and mutual covenants herein contained,
the parties agree as follows:
1. Definitions.
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(a) "Authorized Person". The term "Authorized Person" shall mean
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any officer of the Fund and any other person who is duly authorized by the
Fund's Governing Board to give Oral and
Written Instructions on behalf of the Fund. Such persons are listed in the
Certificate attached hereto as the Authorized Persons Appendix or any
amendment thereto as may be received by PFPC from time to time. If PFPC
provides more than one service hereunder, the Fund's designation of
Authorized Persons may vary by service.
(b) "Governing Board". The term "Governing Board" shall mean the
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Fund's Board of Directors if the Fund is a corporation or the Fund's Board of
Trustees if the Fund is a trust, or, where duly authorized, a competent
committee thereof.
(c) "Oral Instructions". The term "Oral Instructions" shall mean
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oral instructions received by PFPC from an Authorized Person by telephone or
in person.
(d) "SEC". The term "SEC" shall mean the Securities and Exchange
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Commission.
(e) "Securities Laws". The term "Securities Laws" shall mean the
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1933 Act, the 1934 Act and the 0000 Xxx. The terms the "1933 Act" shall mean
the Securities Act of 1933, a amended, and the "1934 Act" shall mean the
Securities Exchange Act of 1934, a amended.
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(f) "Shares". The term "Shares" shall mean the shares of
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beneficial interest of any Portfolio or class of the Fund.
(g) "Written Instructions". The term "Written Instructions" shall
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mean written instructions signed by one Authorized Person and received by
PFPC. The instructions may be delivered by hand, mail, tested telegram,
cable, telex or facsimile sending device.
2. Appointment. The Fund hereby appoints PFPC to serve as transfer
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agent, registrar, dividend disbursing agent and shareholder servicing agent
to each of its Portfolios, in accordance with the terms set forth in this
Agreement, and PFPC accepts such appointment and agrees to furnish such
services.
3. Delivery of Documents. The Fund has provided or, where applicable,
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will provide PFPC with the following:
(a) Certified or authenticated copies of the resolutions of the
Fund's Governing Board, approving the appointment of PFPC to provide services
to each Portfolio and approving this agreement;
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(b) A copy of the Fund's most recent Post-Effective Amendment to
its Registration Statement on Form N-1A under the 1933 Act and 1940 Act as
filed with the SEC;
(c) A copy of the Fund's investment advisory and administration
agreement or agreements;
(d) A copy of the Fund's distribution agreement or agreements;
(e) Copies of any shareholder servicing agreements made in respect
of the Fund; and
(f) Copies of any and all amendments or supplements to the
foregoing.
4. Compliance with Government Rules and Regulations. PFPC undertakes
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to comply with all applicable requirements of the Securities Laws, and any
laws, rules and regulations of governmental authorities having jurisdiction
with respect to all duties to be performed by PFPC hereunder. Except as
specifically set forth herein, PFPC assumes no responsibility for such
compliance by the Fund.
5. Instructions. Unless otherwise provided in this Agreement, PFPC
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shall act only upon Oral and Written Instructions.
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PFPC shall be entitled to rely upon any Oral and Written Instruction it
receives from an Authorized Person pursuant to this Agreement. PFPC may
assume that any Oral or Written Instruction received hereunder is not in any
way inconsistent with the provisions of organizational documents or of any
vote, resolution or proceeding of the Fund's Governing Board or of the Fund's
shareholders, unless and until it receives Written Instructions to the
contrary.
The Fund agrees to forward to PFPC Written Instructions
confirming Oral Instructions so that PFPC receives the Written
Instructions by the close of business on the next business day after such
Oral Instructions are received. The fact that such confirming Written
Instructions are not received by PFPC shall in no way invalidate the
transactions or enforceability of the transactions authorized by the Oral
Instructions. Where Oral or Written Instructions reasonably appear to have
been received from an Authorized Person, PFPC shall incur no liability to the
Fund in acting upon such instructions provided that PFPC's actions comply
with the other provisions of this Agreement.
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6. Right to Receive Advice.
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(a) Advice of the Fund. If PFPC is in doubt as to any action it
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should or should not take, PFPC will request directions or advice, including
Oral or Written Instructions, from the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any
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question of law pertaining to any action it should or should not take, PFPC
may request advice at its own cost from such counsel of its own choosing (who
may be counsel for the Fund, the Fund's investment adviser or PFPC, at the
option of PFPC).
(c) Conflicting Advice. In the event of a conflict between
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directions, advice or Oral or Written Instructions PFPC receives from the
Fund and the advice it receives from counsel, PFPC may rely upon and follow
the advice of counsel. In the event PFPC so relies on the advice of counsel,
PFPC remains liable for any action or omission on the part of PFPC which
constitutes willful misfeasance, bad faith, negligence or reckless disregard
by PFPC of any duties, obligations or responsibilities provided for in this
Agreement.
(d) Protection of PFPC. PFPC shall be protected in any action it
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takes or does not take in reliance upon directions, advice or Oral or Written
Instructions it receives from the Fund
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or from counsel in accordance with this Agreement and which PFPC believes, in
good faith, to be consistent with those directions, advice or Oral or Written
Instructions.
Nothing in this paragraph shall be construed to impose an obligation
upon PFPC (i) to seek such directions, advice or Oral or Written
Instructions, or (ii) to act in accordance with such directions, advice or
Oral or Written Instructions unless, under the terms of other provisions of
this Agreement, the same is a condition of PFPC's properly taking or not
taking such action. Nothing in this subsection shall excuse PFPC when an
action or omission on the part of PFPC constitutes willful misfeasance, bad
faith, negligence or reckless disregard of PFPC of any duties, obligations or
responsibilities provided for in this Agreement.
7. Records and Visits. PFPC shall prepare and maintain in complete
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and accurate form all books and records necessary for it to serve as transfer
agent, registrar, dividend disbursing agent and shareholder servicing agent
to the Fund, including (a) all those records required to be prepared and
maintained by the Fund under the 1940 Act, by other applicable Securities
Laws, rules and regulations and by state laws and (b) such books and records
as
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are necessary for PFPC to perform all of the services it agrees to provide in
this Agreement and the appendices attached hereto. The books and records
pertaining to the Fund which are in the possession, or under the control, of
PFPC shall be the property of the Fund. The Fund or the Fund's Authorized
Persons shall have access to such books and records at all times during
PFPC's normal business hours. Upon the reasonable request of the Fund,
copies of any such books and records shall be provided by PFPC to the Fund or
to an Authorized Person of the Fund. Upon reasonable notice by the Fund,
PFPC 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.
8. Confidentiality. PFPC agrees on its own behalf and that of its
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employees to keep confidential all records of the Fund and information
relating to the Fund and its shareholders (past, present and future), its
investment adviser and its principal underwriter, unless the release of such
records or information is otherwise consented to, in writing, by the Fund
prior to its
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release. The Fund agrees that such consent shall not be unreasonably
withheld, and may not be withheld where PFPC may be exposed to civil or
criminal contempt proceedings or when required to divulge such information or
records to duly constituted authorities.
9. Cooperation with Auditors. PFPC shall cooperate with the Fund's
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independent public auditors and shall take all reasonable actions in the
performance of its obligations under this Agreement to ensure that the
necessary information is made available to such auditors for the expression
of their opinion, as required by the Fund.
10. Disaster Recovery. PFPC shall enter into and shall maintain in
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effect with appropriate parties one or more agreements making reasonable
provision for periodic backup of computer files and data with respect to the
Fund and emergency use of electronic data processing equipment. In the event
of equipment failures, PFPC shall, at no additional expense to the Fund, take
all reasonable steps to minimize service interruptions. PFPC shall have no
liability with respect to the loss of data or service interruptions caused by
equipment failures, provided such loss or
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interruption is not caused by the negligence of PFPC and provided further
that PFPC has complied with the provisions of this Paragraph 10.
11. Compensation. As compensation for services rendered by PFPC during
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the term of this Agreement, the Fund will pay to PFPC a fee or fees as may be
agreed to, from time to time, in writing by the Fund and PFPC.
12. Indemnification.
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(a) The Fund agrees to indemnify and hold harmless PFPC and its
nominees from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, liabilities arising under the
Securities Laws, and any state and foreign securities and blue sky laws, and
amendments thereto), and expenses, including, without limitation, reasonable
attorneys' fees and disbursements arising directly or indirectly from any
action or omission to act which PFPC takes (i) at the request of or on the
direction of or in reliance on the advice of the Fund or (ii) upon Oral or
Written Instructions. Neither PFPC, nor any of its nominees, shall be
indemnified against any liability (or any expenses incident to such
liability) arising out
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of PFPC's or its nominees' own willful misfeasance, bad faith, negligence or
reckless disregard of its duties and obligations under this Agreement.
(b) PFPC agrees to indemnify and hold harmless the Fund from all
taxes, charges, expenses, assessments, claims and liabilities arising from
PFPC's obligations pursuant to this Agreement (including, without
limitation, liabilities arising under the Securities Laws, and any state and
foreign securities and blue sky laws, and amendments thereto) and expenses,
including, without limitation, reasonable attorneys' fees and disbursements,
arising directly or indirectly out of PFPC's or its nominee's own willful
misfeasance, bad faith, negligence or reckless disregard of its duties and
obligations under this Agreement.
(c) In order that the indemnification provisions contained in this
Paragraph 12 shall apply, upon the assertion of a claim for which either
party may be required to indemnify the other, the party seeking
indemnification shall promptly notify the other party of such assertion, and
shall keep the other party advised with respect to all developments
concerning such claim.
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The party who may be required to indemnify shall have the option to
participate with the party seeking indemnification in the defense of such
claim. The party seeking indemnification shall in no case confess any claim
or make any compromise in any case in which the other party may be required
to indemnify it except with the other party's prior written consent.
13. Insurance. PFPC shall maintain insurance of the types and in the
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amounts deemed by it to be adequate. To the extent that policies of
insurance may provide for coverage of claims for liability or indemnity by
the parties set forth in this Agreement, the contracts of insurance shall
take precedence, and no provision of this Agreement shall be construed to
relieve an insurer of any obligation to pay claims to the Fund, PFPC or other
insured party which would otherwise be a covered claim in the absence of any
provision of this Agreement.
14. Security. PFPC represents and warrants that, to the best of its
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knowledge, the various procedures and systems which PFPC has implemented with
regard to the safeguarding from loss or damage attributable to fire, theft or
any other cause (including provision for twenty-four hours a day restricted
access) of the
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Fund's blank checks, certificates, records and other data and PFPC's
equipment, facilities and other property used in the performance of its
obligations hereunder are adequate, and that it will make such changes
therein from time to time as in its judgment are required for the secure
performance of its obligations hereunder. PFPC shall review such systems and
procedures on a periodic basis and the Fund shall have access to review these
systems and procedures.
15. Responsibility of PFPC. PFPC shall be under no duty to take any
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action on behalf of the Fund except as specifically set forth herein or as
may be specifically agreed to by PFPC in writing. PFPC shall be obligated to
exercise due care and diligence in the performance of its duties hereunder,
to act in good faith and to use its best efforts in performing services
provided for under this Agreement. PFPC shall be liable only for any damages
arising out of or in connection with PFPC's performance of or omission or
failure to perform its duties under this Agreement to the extent such damages
arise out of PFPC's negligence, reckless disregard of its duties, bad faith
or willful misfeasance.
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Without limiting the generality of the foregoing or of any other
provision of this Agreement, PFPC, in connection with its duties under this
Agreement, shall not be under any duty or obligation to inquire into and
shall not be liable for (a) the validity or invalidity or authority or lack
thereof of any Oral or Written Instruction, notice or other instrument which
conforms to the applicable requirements of this Agreement, and which PFPC
reasonably believes to be genuine; or (b) subject to the provisions of
Paragraph 10, delays or errors or loss of data occurring by reason of
circumstances beyond PFPC's control, including acts of civil or military
authority, national emergencies, labor difficulties, fire, flood or
catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply.
16. Description of Services. PFPC shall perform the duties of the
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transfer agent, registrar, dividend disbursing agent and shareholder
servicing agent of the Fund and its specified Portfolio.
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(a) Purchase of Shares. PFPC shall issue and credit an account of
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an investor in the manner described in the Fund's prospectus once it
receives:
(i) A purchase order;
(ii) Proper information to establish a shareholder account;
and
(iii) Confirmation of receipt or crediting of funds for such
order from the Fund's custodian.
(b) Redemption of Shares. PFPC shall redeem a Portfolios' Shares
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only if that function is properly authorized by the Fund's organizational
documents or resolution of the Fund's Governing Board. Shares shall be
redeemed and payment therefor shall be made in accordance with the Fund's
prospectus when the shareholder tenders his or her Shares in proper form and
directs the method of redemption.
(c) Dividends and Distributions. Upon receipt of a resolution of
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the Fund's Governing Board authorizing the declaration and payment of
dividends and distributions, PFPC shall issue dividends and distributions
declared by the Fund in Shares, or, upon shareholder election, pay such
dividends and distributions in cash if provided for in each Portfolio's
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prospectus. Such issuance or payment, as well as payments upon redemption as
described above, shall be made after deduction and payment of the required
amount of funds to be withheld in accordance with any applicable tax law or
other laws, rules or regulations. PFPC shall mail to each Portfolio's
shareholders such tax forms and other information, or permissible substitute
notice, relating to dividends and distributions paid by the Fund as are
required to be filed and mailed by applicable law, rule or regulation.
PFPC shall prepare, maintain and file with the IRS and other appropriate
taxing authorities reports relating to all dividends above a stipulated
amount paid by the Fund to its shareholders as required by tax or other law,
rule or regulation.
(d) PFPC will provide the services listed on Appendix A on an
ongoing basis. Performance of certain of these services, with accompanying
responsibilities and liabilities, may be delegated and assigned to
PaineWebber Incorporated or Xxxxxxxx Xxxxxxxx Asset Management Inc. or to an
affiliated person of either in accordance with the provisions of Section
23(b).
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17. Duration and Termination.
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(a) This Agreement shall continue until January 30, 1997 and shall
automatically be renewed thereafter on a year-to-year basis; provided that
this Agreement may be terminated by either party for cause.
(b) With respect to the Fund, cause includes, but is not limited
to: (i) PFPC's material breach of this Agreement causing it to fail to
substantially perform its duties under this Agreement. In order for such
material breach to constitute "cause" under this Paragraph, PFPC must receive
written notice from the Fund specifying the material breach and PFPC shall
not have corrected such breach within a 15-day period; (ii) financial
difficulties of PFPC 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
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
PFPC with regard to the material violation or alleged
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material violation of the Securities Laws or other applicable laws related to
its business of performing transfer agency services.
(c) With respect to PFPC, cause includes, but is not limited to,
the failure of the Fund to pay the compensation set forth in writing pursuant
to Paragraph 11 of this Agreement.
(d) Any notice of termination for cause in conformity with
subparagraphs (a), (b) and (c) of this Paragraph by the Fund shall be
effective thirty (30) daysfrom the date of such notice.
Any notice of termination for cause by PFPC shall be effective 90 days from
the date of such notice.
(e) Upon the termination hereof, the Fund shall pay to PFPC such
compensation as may be due for the period prior to the date of such
termination. In the event that the Fund designates a successor to any of
PFPC's obligations under this Agreement, PFPC shall, at the direction and
expense of the Fund, transfer to such successor all relevant books, records
and other data established or maintained by PFPC hereunder including a
certified list of the shareholders of each Portfolio of the Fund with name,
address, and if provided taxpayer identification or Social Security number,
and a complete record of the account of each shareholder. To the
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extent that PFPC incurs expenses related to a transfer of responsibilities to
a successor, other than expenses involved in PFPC's providing the Fund's
books and records to the successor, PFPC shall be entitled to be reimbursed
for such expenses, including any out-of-pocket expenses reasonably incurred
by PFPC in connection with the transfer.
(f) Any termination effected pursuant to this Paragraph shall not
affect the rights and obligations of the parties under Paragraph 12 hereof.
(g) Notwithstanding the foregoing, this Agreement shall terminate
with respect to the Fund and any Portfolio thereof upon the liquidation,
merger or other dissolution of the Fund or Portfolio or upon the Fund's
ceasing to be registered investment company.
19. Registration as a Transfer Agent. PFPC represents that it is
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currently registered with the appropriate federal agency for the registration
of transfer agents, or is otherwise permitted to lawfully conduct its
activities without such registration and that it will remain so registered
for the duration of this Agreement. PFPC agrees that it will promptly notify
the Fund in the event of
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any material change in its status as a registered transfer agent. Should
PFPC fail to be registered with the SEC as a transfer agent at any time
during this Agreement, and such failure to register does not permit PFPC to
lawfully conduct its activities, the Fund may terminate this Agreement upon
five days written notice to PFPC.
20. Notices. All notices and other communications, other than Oral or
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Written Instructions, shall be in writing or by confirming telegram, cable,
telex or facsimile sending device. Notice shall be addressed (a) if to PFPC
at PFPC's address, 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; (b) if
to the Fund, at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, X.X. 00000; or (c) if
to neither of the foregoing, at such other address as shall have been
notified to the sender of any such notice or other communication. If the
notice is sent by confirming telegram, cable telex or facsimile sending
device during regular business hours, it shall be deemed to have been given
immediately. If sent during a time other than regular business hours, such
notice shall be deemed to have been given at the opening of the next business
day. If notice is sent by first-class mail, it shall be deemed to have
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been given three business days after it has been mailed. If notice is sent
by messenger, it shall be deemed to have been given on the day it is
delivered. All postage, cable, telegram, telex and facsimile sending device
charges arising from the sending of a notice hereunder shall be paid by the
sender.
21. Amendments. This Agreement, or any term thereof, may be changed or
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waived only by a written amendment, signed by the party against whom
enforcement of such change or waiver is sought.
22. Additional Portfolio. In the event that the Fund establishes one
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or more investment Portfolios in addition to and with respect to which it
desires to have PFPC render services as transfer agent, registrar, dividend
disbursing agent and shareholder servicing agent under the terms set forth in
this Agreement, it shall so notify PFPC in writing, and PFPC shall agree in
writing to provide such services, and such investment Portfolio shall become
a Fund hereunder, subject to such additional terms, fees and conditions as
are agreed to by the parties.
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23. Assignment and Delegation.
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(a) PFPC may, at its owns expense, assign its rights and delegate
its duties hereunder to any wholly owned direct or indirect subsidiary of PNC
Bank, National Association or PNC Bank Corp., provided that (i) PFPC gives
the Fund thirty (30) days' prior written notice; (ii) the delegate agrees
with PFPC to comply with all relevant provisions of the Securities Laws; and
(iii) PFPC and such delegate promptly provide such information as the Fund
may request and respond to such questions as the Fund may ask relating to the
delegation, including, without limitation, the capabilities of the delegate.
The assignment and delegation of any of PFPC's duties under this subparagraph
(a) shall not relieve PFPC of any of its responsibilities or liabilities
under this Agreement.
(b) PFPC may assign its rights and delegate its duties hereunder
to PaineWebber Incorporated or Xxxxxxxx Xxxxxxxx Asset Management Inc. or
affiliated person of either provided that (i) PFPC gives the Fund thirty (30)
days' prior written notice; (ii) the delegate agrees to comply with all
relevant provisions of the Securities Laws; and (iii) PFPC and such delegate
promptly provide such information as the Fund may request and respond to such
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questions as the Fund may ask relative to the delegation, including, without
limitation, the capabilities of the delegate. In assigning its rights and
delegating its duties under this paragraph, PFPC may impose such conditions
or limitations as it determines appropriate including the condition that PFPC
be retained as a sub-transfer agent.
(c) In the event that PFPC assigns its rights and delegates its
duties under this section, no amendment of the terms of this Agreement shall
become effective without the written consent of PFPC.
24. Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. 25. Further
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Actions. Each party agrees to perform such further acts and execute such
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further documents as are necessary to effectuate the purposes hereof.
26. Limitation of Liability. Notice is hereby given that this
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Agreement is executed on behalf of the Fund and that the obligations of this
instrument are not binding upon any of the directors, officers or
shareholders individually but are binding
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only upon the assets and property of the Fund. PFPC agrees that, in
asserting any rights or claims under this Agreement, it shall look only to
the assets and property of the Fund or the particular Portfolio of the Fund
in settlement of such right or claims, and not to such directors, officers or
shareholders.
27. Miscellaneous. This Agreement embodies the entire agreement and
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understanding between the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof, provided that the
parties may embody in one or more separate documents their agreement, if any,
with respect to services to be performed and compensation to be paid under
this Agreement.
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.
This Agreement shall be deemed to be a contract made in Delaware and
governed by Delaware Law, except that, to the extent provision of the
Securities Laws govern the subject matter of this Agreement, such Securities
Laws will controlling. If any
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provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby. This Agreement shall be binding and inure to the
benefit of the parties hereto and their respective successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.
PFPC INC.
By: /s/ Xxxxxx Xxxxxxxxx
_______________________________
MANAGED ACCOUNTS SERVICES PORTFOLIO TRUST
By: /s/ Xxxxxxx X. Xxxx
_______________________________
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APPENDIX A
Description of Services
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(a) Services Provided on an Ongoing Basis by PFPC to the Fund, If
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Applicable.
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(i) Establish and maintain proper shareholder registrations,
unless requested by the Fund;
(ii) Review new applications with correspondence to shareholders to
complete or correct information;
(iii) Direct payment processing of checks or wires;
(iv) Prepare and certify stockholder lists in conjunction with
proxy solicitations;
(v) Countersign share certificates;
(vi) Prepare and mail to shareholders confirmation of activity;
(vii) Provide assistance when necessary for shareholder servicing;
(viii) Send duplicate confirmations to broker-dealers of their
clients' activity, whether executed through the broker-dealer
or directly with PFPC;
(ix) Provide periodic shareholder lists, outstanding share
calculations and related statistics to the Fund;
(x) Provide detailed data for underwriter/broker confirmations;
(xi) Periodic mailing of year-end tax and statement information;
A-1
(xii) Notify on a daily basis the investment adviser, accounting
agent, and custodian of fund activity; and
(xiii) Perform other participating broker-dealer shareholder services
as may be agreed upon from time to time.
(b) Services Provided by PFPC Under Oral or Written Instructions of the
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Fund.
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(i) Accept and post daily Portfolio and class purchases and
redemptions;
(ii) Accept, post and perform shareholder transfers and exchanges;
(iii) Pay dividends and other distributions;
(iv) Solicit and tabulate proxies; and
(v) Issue and cancel certificates.
(c) Shareholder Account Services.
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(i) PFPC may arrange, in accordance with the Portfolios'
prospectus, for issuance of Shares obtained through:
. The transfer of funds from shareholders' account at
financial institutions; and
Any pre-authorized check plan.
(ii) PFPC, if requested, shall arrange for a shareholder's:
. Exchange of Shares for shares of a fund for which the
Fund has exchange privileges;
A-2
. Systematic withdrawal from an account where that
shareholder participates in a systematic withdrawal plan;
and/or
. Redemption of Shares from an account with a checkwriting
privilege.
(d) Communications to Shareholders. Upon timely written instructions,
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PFPC shall mail all communications by the Fund to its shareholders,
including:
(i) Reports to shareholders;
(ii) Confirmations of purchases and sales of Fund Shares;
(iii) Monthly or quarterly statements;
(iv) Dividend and distribution notices;
(v) Proxy material; and
(vi) Tax form information.
If requested by the Fund, PFPC will receive and tabulate the proxy cards
for the meetings of the Fund's shareholders and supply personnel to
serve as inspectors of election.
(e) Records. PFPC shall maintain records of the accounts for each
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shareholder showing the following information:
(i) Name, address and United States Tax Identification or Social
Security number;
(ii) Number and class of Shares held and number and class of Shares
for which certificates, if any, have been issued, including
certificate numbers and denominations;
(iii) Historical information regarding the account of each
shareholder, including dividends and
A-3
distributions paid and the date and price for all transactions
on a shareholder's account;
(iv) Any stop or restraining order placed against a shareholder's
account;
(v) Any correspondence relating to the current maintenance of a
shareholder's account;
(vi) Information with respect to withholdings; and
(vii) Any information required in order for the transfer agent to
perform any calculations contemplated or required by this
Agreement.
(f) Lost or Stolen Certificates. PFPC shall place a stop notice
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against any certificate reported to be lost or stolen and comply
with all applicable federal regulatory requirements for reporting
such loss or alleged misappropriation.
A new certificate shall be registered and issued upon:
(i) Shareholder's pledge of a lost instrument bond or such other
and appropriate indemnity bond issued by a surety company
approved by PFPC; and
(ii) Completion of a release and indemnification agreement signed
by the shareholder to protect PFPC.
(g) Shareholder Inspection of Stock Records. Upon requests from Fund
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shareholders to inspect stock records, PFPC will notify the Fund
and require instructions granting or denying such request prior to
taking any action. Unless PFPC has acted contrary to the Fund's
instructions, the Fund agrees to release PFPC from any liability
for refusal of permission for a particular shareholder to inspect
the Fund's shareholder records.
X-0
XXXXXXXX X
PACE Money Market Investments
PACE Government Securities Fixed Income Investments
PACE Intermediate Fixed Income Investments
PACE Strategic Fixed Income Investments
PACE Municipal Fixed Income Investments
PACE Global Fixed Income Investments
PACE Large Company Value Equity Investments
PACE Large Company Growth Equity Investments
PACE Small/Medium Company Value Equity Investments
PACE Small/Medium Company Growth Equity Investments
PACE International Equity Investments
PACE International Emerging Markets Equity Investments
