Exhibit 9
TRANSFER AGENCY SERVICES AND SHAREHOLDER SERVICES AGREEMENT
TERMS AND CONDITIONS
This Agreement is made as of January 30, 1995, to be effective as of
such date as is agreed to in writing by the parties, by and between
PAINEWEBBER/XXXXXX, XXXXXXX MUNICIPAL MONEY MARKET SERIES (the "Fund"), a
Massachusetts business trust 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 series
listed in Appendix C to this agreement, as amended from time to time (the
"Series"), 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"
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shall mean 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.
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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
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the 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
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mean oral instructions received by PFPC from an Authorized Person by
telephone or in person.
(d) "SEC". The term "SEC" shall mean the Securities and
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Exchange Commission.
(e) "Securities Laws". The term "Securities Laws" shall mean
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the 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.
(f) "Shares". The term "Shares" shall mean the shares of
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beneficial interest of any Series or class of the Fund.
(g) "Written Instructions". The term "Written Instructions"
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shall 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 Series, in accordance
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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
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applicable, 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 Series and approving this agreement;
(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
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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 all duties to be performed by PFPC
hereunder. Except as specifically set forth herein, PFPC assumes no
responsibility for such compliance by the Fund.
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5. Instructions. Unless otherwise provided in this Agreement, PFPC
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shall act only upon Oral and Written Instructions. 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.
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.
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(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
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it takes or does not take in reliance upon directions, advice or Oral or
Written Instructions it receives from the Fund 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.
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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 are necessary for PFPC to perform all of the services it
agrees to provide in this Agreement and the 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 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
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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 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
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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
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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
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have no liability with respect to the loss of data or service interruptions
caused by equipment failures, provided such loss or 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
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during 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 (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 of PFPC's or its nominees' own willful misfeasance,
bad faith, negligence or reckless disregard of its duties and obligations
under this Agreement.
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(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. 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 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,
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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 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
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Agreement to the extent such damages arise out of PFPC's negligence,
reckless disregard of its duties, bad faith or willful misfeasance.
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 Series.
(a) Purchase of Shares. PFPC shall issue and credit an account
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of an investor in the manner described in each Series prospectus once it
receives:
(i) A purchase order;
(ii) Proper information to establish a shareholder account;
and
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(iii) Confirmation of receipt or crediting of funds for such
order from the Series' custodian.
(b) Redemption of Shares. PFPC shall redeem a Series' 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 each Series'
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 Series'
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
Series' 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.
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(d) PFPC will provide the services listed on Appendix A and
Appendix B 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.
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 and with
respect to the year-to-year renewal, provided that the Fund's Governing
Board approves such renewal; and provided further 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)
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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 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 Series 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 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
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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 Series thereof upon the
liquidation, merger or other dissolution of the Fund or Series 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 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
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or 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 1285 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx
Xxxx, X.X. 00000;
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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 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
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or waived only by a written amendment, signed by the party against whom
enforcement of such change or waiver is sought.
22. Additional Series. In the event that the Fund establishes one or
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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 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 Series shall
become a Series hereunder, subject to such additional terms, fees and
conditions as are agreed to by the parties.
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 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.
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(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 Actions. Each party agrees to perform such further acts
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and execute such further documents as are necessary to effectuate the
purposes hereof.
26. Limitation of Liability. The Trust and PFPC agree that the
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obligations of the Trust under this Agreement will not be binding upon any
of the Trustees, shareholders, nominees, officers, employees or agents,
whether past, present or future, of the Trust, individually, but are
binding only upon the assets and property of the Trust, as provided in the
Declaration of Trust. The execution and delivery of this Agreement have
been authorized by the Trustees of the Trust, and signed by an authorized
officer of the Trust, acting as such, and neither the authorization by the
Trustees nor the execution and delivery by the officer will be deemed to
have been made by any of them individually or to impose any liability on
any of them personally, but will bind only the trust property of the Trust
as provided in the Declaration of Trust. No Series of the Trust will be
liable for any claims against any other Series.
27. Miscellaneous. This Agreement embodies the entire agreement and
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understanding between the parties and supersedes all
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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 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/ [SIGNATURE]
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PAINEWEBBER/XXXXXX, XXXXXXX MUNICIPAL MONEY MARKET SERIES
By: /s/ Xxxxxx X. X'Xxxxxxx
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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) Calculate 12b-1 payments and broker trail commissions;
(ii) Develop, monitor and maintain all systems necessary to
implement and operate the three-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 same;
(vi) Establish and maintain proper shareholder registrations,
unless requested by the Fund;
(vii) Review new applications with correspondence to
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) Countersign share certificates;
(xi) Prepare and mail to shareholders confirmation of activity;
(xii) Provide toll-free lines for direct shareholder use, plus
customer liaison staff for on-line inquiry response;
(xiii) Send duplicate confirmations to broker-dealers of their
clients' activity, whether executed through the broker-
dealer or directly with PFPC;
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(xiv) Provide periodic shareholder lists, outstanding share
calculations and related statistics to the Fund;
(xv) Provide detailed data for underwriter/broker confirmations;
(xvi) Periodic mailing of year-end tax and statement information;
(xvii) Notify on a daily basis the investment advisor, accounting
agent, and custodian of fund activity; 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 or Written Instructions of
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the Fund.
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(i) Accept and post daily Series 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 Series' 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;
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- 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
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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 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 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
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(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
PFPC will perform or arrange for others to perform the following
activities, some or all of which may be delegated and assigned by PFPC to
PaineWebber Incorporated ("PaineWebber") or Xxxxxxxx Xxxxxxxx Asset
Management Inc. ("Xxxxxxxx Xxxxxxxx") or to an affiliated person of either:
(i) providing, to the extent reasonable, uninterrupted
processing of new accounts, shareholder account
changes, sales and redemption activity, dividend
calculations and payments, check settlements, blue sky
reporting, tax reporting, recordkeeping, communication
with all shareholders, resolution of discrepancies and
shareholder inquiries and adjustments, maintenance of
dual system, development and maintenance of repricing
system, and development and maintenance of correction
system;
(ii) develop and maintain all systems for custodian
interface and reporting, and underwriter interface and
reporting;
(iii) develop and maintain all systems necessary to implement
and operate the three-tier distribution system,
including Class B conversion features as described in
the registration statement and related documents of the
Fund, as they may be amended from time to time; and
(iv) provide administrative, technical and legal support for
the foregoing services.
In undertaking its activities and responsibilities under this Appendix,
PFPC will not be responsible, except to the extent caused by PFPC's own
willful misfeasance, bad faith, negligence or reckless disregard of its
duties and obligations under this agreement, for any charges or fees
billed, expenses incurred or penalties, imposed by any party, including the
Fund or any current or prior services providers of the Fund, without the
prior written approval by PFPC.
B-1
APPENDIX C
PaineWebber/Xxxxxx, Xxxxxxx Municipal Money Market New York Series
PaineWebber/Xxxxxx, Peabody Municipal Money Market New Jersey
Series
PaineWebber/Xxxxxx, Xxxxxxx Municipal Money Market Connecticut
Series
