EXHIBIT No. EX-99.h.2.a
TRANSFER AGENCY AND RELATED SERVICES AGREEMENT
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THIS AGREEMENT is made as of _____________, 2003 by and among PFPC INC., a
Massachusetts corporation ("PFPC"), SMA RELATIONSHIP TRUST, a Delaware statutory
trust (the "Fund") and UBS GLOBAL ASSET MANAGEMENT (US) INC. ("UBS Global AM"),
a Delaware corporation.
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to retain PFPC to serve as transfer agent,
registrar, dividend disbursing agent and related services agent with respect to
the Retail Share Classes (as hereinafter defined) to the Fund's Portfolios (as
hereinafter defined) and PFPC wishes to furnish such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Definitions. As Used in this Agreement:
(a) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
(c) "Authorized Person" means any officer of the Fund and any other
person duly authorized by the Fund's Board of Trustees ("Board") to give
Oral Instructions and Written Instructions on behalf of the Fund and listed
on the Authorized Persons Appendix attached hereto and made a part hereof
or any amendment thereto as may be received by PFPC. An Authorized Person's
scope of authority may be limited by the Fund by setting forth such
limitation in the Authorized Persons Appendix.
(d) "CEA" means the Commodities Exchange Act, as amended.
(e) "Oral Instructions" mean oral instructions received by PFPC from
an Authorized Person or from a person reasonably believed by PFPC to be an
Authorized Person. PFPC may, in its sole discretion in each separate
instance, consider and rely upon instructions it receives from an
Authorized Person via electronic mail as Oral Instructions.
(f) "Portfolio" means a series or investment portfolio of the Fund
identified on Exhibit A hereto, as the same may from time to time be
amended.
(g) "Retail Share Classes" mean the share classes of a Portfolio.
(h) "SEC" means the Securities and Exchange Commission.
(i) "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940 Act
and the CEA.
(j) "Shares" mean the shares of common stock or beneficial interest of
any series or class of the Fund.
(k) "Written Instructions" mean (i) written instructions signed by an
Authorized Person and received by PFPC or (ii) trade instructions
transmitted (and received by PFPC) by means of an electronic transaction
reporting system access to which requires use of a password or other
authorized identifier. 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 agent,
registrar, dividend disbursing agent and related services agent to the Fund with
respect to the Retail Share Classes of each Portfolio in accordance with the
terms set forth in this Agreement. PFPC accepts such appointment and agrees to
furnish such services.
3. Delivery of Documents. The Fund (or a particular Portfolio, as
appropriate) has provided or, where applicable, will provide PFPC with the
following:
(a) Certified or authenticated copies of the resolutions of the Fund's
Board approving the appointment of PFPC to provide services to the Fund and
approving this Agreement; and
(b Copies (certified or authenticated if requested by PFPC) of any
post-effective amendment to the Fund's registration statement, advisory
agreement, distribution agreement, shareholder servicing agreement and all
amendments or supplements to the foregoing upon request.
4. Compliance with Rules and Regulations. PFPC 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 PFPC hereunder. Except as specifically set forth
herein, PFPC assumes no responsibility for such compliance by the Fund or any of
its Portfolios.
5. Instructions.
(a) Unless otherwise provided in this Agreement, PFPC shall act only
upon Oral Instructions and Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instructions and
Written Instructions it receives from an Authorized Person pursuant to this
Agreement. PFPC may assume that any Oral Instruction 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 Board or of the Fund's shareholders, unless and until PFPC receives
Written Instructions to the contrary.
(c) 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 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 Instructions 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 Oral Instructions or Written Instructions
provided that PFPC's actions comply with the other provisions of this
Agreement.
6. Right to Receive Advice.
(a) Advice of the Fund. If PFPC is in doubt as to any action it should
or should not take, PFPC may request directions or advice, including Oral
Instructions or Written Instructions, from the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any 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 directions,
advice or Oral Instructions 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 set forth
in this Agreement.
(d) Protection of PFPC. PFPC shall be protected in any action it takes
or does not take in reliance upon directions, advice or Oral Instructions
or Written Instructions it receives from the Fund or from counsel and which
PFPC believes, in good faith, to be consistent with those directions,
advice or Oral Instructions or Written Instructions. Nothing in this
section shall be construed so as to impose an obligation upon PFPC (i) to
seek such directions, advice or Oral Instructions or Written Instructions,
or (ii) to act in accordance with such directions, advice or Oral
Instructions 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 Subparagraph shall excuse
PFPC when an action or omission on the part of PFPC constitutes willful
misfeasance, bad faith, negligence or reckless disregard by PFPC of any
duties, obligations or responsibilities set forth in this Agreement.
7. Records; Visits. PFPC shall prepare and maintain in complete and
accurate form all books and records necessary for it to serve as transfer agent,
registrar, dividend disbursing agent and related services agent to each
Portfolio, 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 are
necessary for PFPC to perform all of the services it agrees to provide in this
Agreement and any appendices attached hereto, including but not limited to the
books and records necessary to effect the conversion of Class B shares, the
calculation of any contingent deferred sales charges and the calculation of
front-end sales charges. 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 and Authorized Persons shall have access to such books and
records in the possession or under the control of PFPC at all times during
PFPC'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 PFPC shall
be provided by PFPC to the Fund or to an Authorized Person. 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 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 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 Accountants. PFPC shall cooperate with the Fund's
independent public accountants 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 accountants for the expression of their
opinion, as required by the Fund.
10. Disaster Recovery. PFPC shall enter into and shall maintain in effect
with appropriate parties one or more agreements making reasonable provisions 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 reasonable
steps to minimize service interruptions. PFPC shall have no liability with
respect to the loss of data or service interruptions caused by equipment
failure, provided such loss or interruption is not caused by PFPC's own willful
misfeasance, bad faith, negligence or reckless disregard of its duties or
obligations under this Agreement and provided further that PFPC has complied
with the provisions of this Paragraph 10.
11. Compensation. As compensation for services rendered by PFPC during the
term of this Agreement, UBS Global AM will pay to PFPC a fee or fees as may be
agreed to from time to time in writing by the Fund, UBS Global AM and PFPC.
12. Indemnification.
(a) The Fund agrees to indemnify and hold harmless PFPC and its
affiliates from all taxes, charges, expenses, assessments, penalties,
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 (i) any action or omission to act which PFPC takes (a) at
the request or on the direction of or in reliance on the advice of the Fund
or (b) upon Oral Instructions or Written Instructions or (ii) the
acceptance, processing and/or negotiation of checks or other methods
utilized for the purchase of Shares. Neither PFPC, nor any of its
affiliates, shall be indemnified against any liability (or any expenses
incident to such liability) arising out of PFPC's or its affiliates' own
willful misfeasance, bad faith, negligence or reckless disregard of its
duties and obligations under this Agreement. The Fund's liability to PFPC
for PFPC's acceptance, processing and/or negotiation of checks or other
methods utilized for the purchase of Shares shall be limited to the extent
of the Fund's policy(ies) of insurance that provide for coverage of such
liability, and the Fund's insurance coverage shall take precedence over any
obligations or liability incurred under this Agreement.
(b) PFPC agrees to indemnify and hold harmless the Fund from all
taxes, charges, expenses, assessments, penalties, 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. 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.
(d) The members of the Board of the Fund, its officers and
Shareholders, or of any Portfolio thereof, shall not be liable for any
obligations of the Fund, or any such Portfolio, under this Agreement, and
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 in settlement of such rights or claims and not to such members of
the Board, its officers or Shareholders. PFPC further agrees that it will
look only to the assets and property of a particular Portfolio of the Fund,
should the Fund have established separate series, in asserting any rights
or claims under this Agreement with respect to services rendered with
respect to that Portfolio and will not seek to obtain settlement of such
rights or claims from the assets of any other Portfolio of the Fund.
13. Insurance. PFPC shall maintain insurance of the types and in the
amounts deemed by it to be appropriate. 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
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 Fund's blank checks, 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 reasonable access to review these
systems and procedures.
15. Responsibility of PFPC.
(a) PFPC shall be under no duty to take any 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 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 for any damages arising out of PFPC's
failure to perform its duties under this Agreement to the extent such
damages arise out of PFPC's willful misfeasance, bad faith, negligence or
reckless disregard of such duties.
(b) Without limiting the generality of the foregoing or of any other
provision of this Agreement, PFPC 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 Instruction 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 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, catastrophe, acts of God, insurrection, war, riots or failure
of the mails, transportation, communication or power supply.
(c) Notwithstanding anything in this Agreement to the contrary,
neither PFPC nor its affiliates shall be liable to the Fund for any
consequential, special or indirect losses or damages which the Fund may
incur or suffer by or as a consequence of PFPC's or its affiliates'
performance of the services provided hereunder, whether or not the
likelihood of such losses or damages was known by PFPC or its affiliates.
(d) Notwithstanding anything in this Agreement to the contrary, the
Fund shall not be liable to PFPC nor its affiliates for any consequential,
special or indirect losses or damages which PFPC or its affiliates may
incur or suffer by or as a consequence of PFPC's performance of the
services provided hereunder, whether or not the likelihood of such losses
or damages was known by the Fund.
16. Description of Services.
(a) Services Provided on an Ongoing Basis, If Applicable.
(i) Calculate 12b-1 payments to financial intermediaries,
including brokers, and financial intermediary trail
commissions;
(ii) Develop, monitor and maintain, in consultation with the
Fund, all systems necessary to implement and operate the
four-tier distribution system, including Class B conversion
feature, as described in the registration statement and
related documents of the Fund, as they may be amended from
time to time;
(iii) Calculate contingent deferred sales charge amounts upon
redemption of Fund shares and deduct such amounts from
redemption proceeds;
(iv) Calculate front-end sales load amounts at time of purchase
of shares;
(v) Determine dates of Class B conversion and effect the same;
(vi) Establish and maintain proper shareholder registrations;
(vii) Review new applications and correspond with shareholders to
complete or correct information;
(viii) Direct payment processing of checks or wires;
(ix) Prepare and certify stockholder lists in conjunction with
proxy solicitations;
(x) Prepare and mail to shareholders confirmation of activity;
(xi) Provide toll-free lines for direct shareholder use, plus
customer liaison staff for on-line inquiry response;
(xii) Send duplicate confirmations to broker-dealers of their
clients' activity, whether executed through the
broker-dealer or directly with PFPC;
(xiii) Provide periodic shareholder lists, outstanding share
calculations and related statistics to the Fund;
(xiv) Provide detailed data for underwriter/broker confirmations;
(xv) Prepare and mail required calendar and taxable year-end tax
and statement information (including forms 1099-DIV and
1099-B and accompanying statements);
(xvi) Notify on a daily basis the investment adviser, accounting
agent, and custodian of fund activity;
(xvii) Perform, itself or through a delegate, all of the
services, whether or not included within the scope of
another paragraph of this Paragraph 16(a), specified on
Exhibit B hereto; and
(xviii)Perform other participating broker-dealer shareholder
services as may be agreed upon from time to time.
(b) Services Provided by PFPC Under Oral Instructions or Written
Instructions.
(i) Accept and post daily Fund and class purchases and
redemptions;
(ii) Accept, post and perform shareholder transfers and
exchanges;
(iii) Pay dividends and other distributions; and
(iv) Solicit and tabulate proxies.
(c) Purchase of Shares. PFPC shall issue and credit an account of 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
to the Fund's custodian.
(d) Redemption of Shares. PFPC shall redeem Shares only if that function is
properly authorized by the Fund's organizational documents or resolutions of the
Fund's Board. Shares shall be redeemed and payment therefor shall be made in
accordance with the Fund's or Portfolio's prospectus.
(i) Broker-Dealer Accounts.
When a broker-dealer notifies PFPC of a redemption desired
by a customer, and the Fund's custodian (the "Custodian")
has provided PFPC with funds, PFPC shall (a) transfer by
Fedwire or other agreed upon electronic means such
redemption payment to the broker-dealer for the credit to,
and for the benefit of, the customer's account or (b) shall
prepare and send a redemption check to the broker-dealer,
made payable to the broker-dealer on behalf of its customer.
(ii) Fund-Only Accounts.
If Shares (or appropriate instructions) are received in
proper form, at the Fund's request Shares may be redeemed
before the funds are provided to PFPC from the Custodian. If
the recordholder has not directed that redemption proceeds
be wired, when the Custodian provides PFPC with funds, the
redemption check shall be sent to and made payable to the
recordholder, unless transfer authorizations are signed by
the recordholder when Shares are held in book-entry form.
(e) Dividends and Distributions. Upon receipt of a resolution of the Fund's
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 the appropriate Fund's or Portfolio's 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 the Fund's shareholders and the IRS and other appropriate
taxing authorities such tax forms, or permissible substitute forms, and other
information relating to dividends and distributions paid by the Fund (including
designations of the portions of distributions of net capital gain that are 20%
rate gain distributions and 28% rate gain distributions pursuant to IRS Notice
97-64) as are required to be filed and mailed by applicable law, rule or
regulation within the time required thereby. 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.
(f) Shareholder Account Services.
(i) PFPC will arrange, in accordance with the appropriate Fund's
or Portfolio's prospectus, for issuance of Shares obtained
through:
- The transfer of funds from shareholders' accounts at
financial institutions, provided PFPC receives advance Oral
or Written Instruction of such transfer;
- Any pre-authorized check plan; and
- Direct purchases through broker wire orders, checks and
applications.
(ii) PFPC will arrange, in accordance with the appropriate Fund's
or Portfolio's prospectus, for a shareholder's:
- Exchange of Shares for shares of another fund with which the
Fund has exchange privileges;
- Automatic redemption from an account where that shareholder
participates in a systematic withdrawal plan; and/or
- Redemption of Shares from an account with a checkwriting
privilege.
(g) Communications to Shareholders. Upon timely Written Instructions, 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 forms (including substitute forms) and accompanying
information containing the information required by paragraph
16(e).
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.
(h) Records. PFPC shall maintain those records required by the Securities
Laws and any laws, rules and regulations of governmental authorities having
jurisdiction with respect to the duties to be performed by PFPC hereunder with
respect to shareholder accounts or by transfer agents generally, including
records of the accounts for each shareholder showing the following information:
(i) Name, address and United States Taxpayer Identification or
Social Security number;
(ii) Number and class of Shares held;
(iii) Historical information regarding the account of each
shareholder, including dividends and distributions paid,
their character (e.g. ordinary income, net capital gain
(including 20% rate gain and 28% rate gain),
exempt-interest, foreign tax-credit and dividends received
deduction eligible) for federal income tax purposes 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.
(i) Shareholder Inspection of Stock Records. Upon a request from any Fund
shareholder to inspect stock records, PFPC will notify the Fund, and the Fund
will issue instructions granting or denying each such request. Unless PFPC has
acted contrary to the Fund's instructions, the Fund agrees and does hereby
release PFPC from any liability for refusal of permission for a particular
shareholder to inspect the Fund's shareholder records.
17. Duration and Termination.
(a) This Agreement shall be effective on the date first written above
and shall continue for a period of three (3) years (the "Initial Term").
Upon the expiration of the Initial Term, this Agreement shall automatically
renew for successive terms of one (1) year ("Renewal Terms") each provided
that it may be terminated by either party during a Renewal Term upon
written notice given at least ninety (90) days prior to termination. During
either the Initial Term or the Renewal Terms, this Agreement may also be
terminated on an earlier date 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 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) days from the date of any 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 the Fund or any Portfolio thereof
with name, address, and if provided, taxpayer identification or Social
Security number, and a complete record of the account of each shareholder.
To the 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 described in the preceding sentence
to the successors, PFPC shall be entitled to be reimbursed for such
extraordinary 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 or any Portfolio or Retail Share Class upon the
liquidation, merger, or other dissolution of the Fund or Portfolio or
Retail Share Class or upon the Fund's ceasing to be a registered investment
company.
18. Registration as a Transfer Agent. PFPC represents that it is 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 or able to so conduct
such activities for the duration of this Agreement. PFPC agrees that it will
promptly notify the Fund in the event of 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, on
written notice to PFPC, terminate this Agreement upon five days written notice
to PFPC.
19. Notices. All notices and other communications, including Written
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. Notices shall be addressed (a) if to PFPC, at 000
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; (b) if to the Fund, at the address
of the Fund or (c) if to neither of the foregoing, at such other address as
shall have been given by like notice to the sender of any such notice or other
communication by the other party. If 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 at 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 been given three 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.
20. Amendments. 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.
21. Additional Portfolios. In the event that the Fund establishes one or
more investment series in addition to and with respect to which it desires to
have PFPC render services as transfer agent, registrar, dividend disbursing
agent and related services 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 series shall become a Portfolio hereunder, subject
to such additional terms, fees and conditions as are agreed to by the parties.
22. Delegation; Assignment.
(a) PFPC may, at its own expense, assign its rights and delegate its
duties hereunder to any wholly-owned direct or indirect subsidiary of The
PNC Financial Services Group, Inc., provided that (i) PFPC gives the Fund
thirty (30) days' prior written notice; (ii) the delegate (or assignee)
agrees with PFPC and the Fund to comply with all relevant provisions of the
Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly
provide such information as the Fund may request, and respond to such
questions as the Fund may ask, relative to the delegation (or assignment),
including (without limitation) the capabilities of the delegate (or
assignee). 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 delegate to UBS Global AM, which may, in turn, further
delegate to an affiliated or unaffiliated entity, with respect to certain
brokerage clients who are also Fund shareholders, its obligation to perform
the services described on Exhibit B hereto. In addition, PFPC may assign
its rights and delegate its other duties hereunder to UBS Global AM or its
delegate, provided that (i) PFPC gives the Fund thirty (30) days' prior
written notice; (ii) the delegate (or assignee) agrees with PFPC and the
Fund to comply with all relevant provisions of the Securities Laws; and
(iii) PFPC and such delegate (or assignee) promptly provide such
information as the Fund may request, and respond to such questions as the
Fund may ask, relative to the delegation (or assignment), including
(without limitation) the capabilities of the delegate (or assignee). In
assigning its rights and delegating its duties under this Subparagraph,
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 Subparagraph, no amendment of the terms of this Agreement shall
become effective without the written consent of PFPC.
23. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
24. Further Actions. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
25. Miscellaneous.
(a) Entire Agreement. This Agreement embodies the entire agreement and
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 fees payable under this
Agreement.
(b) Captions. 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.
(c) Governing Law. 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.
(d) Partial Invalidity. 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.
(e) Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
(f) Facsimile Signatures. The facsimile signature of any party to this
Agreement shall constitute the valid and binding execution hereof by such
party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written. PFPC INC. PFPC INC.
By: ________________ By: _______________________
Name: Name:
Title: Title:
SMA RELATIONSHIP TRUST SMA RELATIONSHIP TRUST
By: ________________ By: _______________________
Name: Name:
Title: Title:
UBS GLOBAL ASSET MANAGEMENT UBS GLOBAL ASSET MANAGEMENT
(US) INC. (US) INC.
By: ________________ By: __________________________
Name: Name:
Title: Title:
AUTHORIZED PERSONS APPENDIX
Name (Type) Signature
EXHIBIT A
SMA Relationship Trust
- Series M
- Series T
EXHIBIT B
DELEGATED SERVICES
The following transfer agency related services required to be performed under
this Agreement are delegated by PFPC to UBS Global AM, which may, in turn,
further delegate any or all of such duties to an affiliated or unaffiliated
entity. UBS Global AM or its delegate shall provide the following services:
a. Establish and maintain a dedicated service center with sufficient
facilities, equipment and skilled personnel to address all shareholder
inquiries received by telephone or mail regarding the Funds and their
accounts;
b. Provide timely execution of redemptions, exchanges and non-financial
transactions directed to investment professionals 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 brokerage firms,
review new applications and correspond with shareholders to complete or
correct information;
f. Prepare and mail monthly or quarterly consolidated account statements that
reflect 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 inquiries from
dealers that sell Fund shares 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 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 Automatic Cash Withdrawal Plan
if offered within the client's brokerage account;
l. Maintain duplicate shareholder records and reconcile those records with
those at the transfer agent;
m. Process and mail duplicate monthly or quarterly statements to investment
professionals;
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 investment professionals;
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.
