Exhibit 99.h.2.b
TRANSFER AGENCY - RELATED SERVICES DELEGATION AGREEMENT
THIS AGREEMENT is made as of ______________, 2003 by and between PFPC
INC., a Massachusetts corporation ("PFPC") and UBS GLOBAL ASSET MANAGEMENT (US)
INC., a Delaware corporation ("UBS Global AM").
WHEREAS, PFPC has entered into a Transfer Agency and Related Services
Agreement ("Transfer Agency and Related Services Agreement") to provide transfer
agency and related services with respect to certain series of SMA Relationship
Trust (the "Fund"); and
WHEREAS, under the Transfer Agency and Related Services Agreement PFPC
is authorized to delegate to UBS Global AM, which may, in turn, further delegate
to an affiliated or unaffiliated entity, its obligation to perform services
thereunder with respect to certain brokerage clients who are also shareholders
of the Fund; and
WHEREAS, subject to the terms and conditions hereof, PFPC wishes to
delegate to UBS Global AM, and UBS Global AM wishes to perform, certain of the
transfer agency-related services that PFPC is obligated to perform under the
Transfer Agency and Related Services Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound, PFPC and UBS Global AM
hereby agree as follows:
1. DELEGATION. PFPC hereby delegates to UBS Global AM its duty and
obligation under the Transfer Agency and Related Services Agreement to perform
those services specified in EXHIBIT A hereto (the "Delegated Services"), and UBS
Global AM hereby agrees to perform the Delegated Services in accordance with the
terms and conditions hereof. In the event that PFPC determines to delegate, and
UBS Global AM agrees in writing to perform, additional services now or hereafter
required to be performed by PFPC under the Transfer Agency and Related Services
Agreement, such additional services shall constitute Delegated Services
hereunder, provided, however, that UBS Global AM shall receive such additional
compensation for the performance of those additional services as shall be agreed
upon between the parties.
2. RESPONSIBILITIES OF UBS GLOBAL AM. UBS Global AM shall perform the
Delegated Services in accordance with the terms and conditions of the Transfer
Agency and Related Services Agreement.
UBS Global AM 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
UBS Global AM hereunder. Except as specifically set forth herein, UBS Global AM
assumes no responsibility for such compliance by the Fund.
UBS Global AM shall prepare and maintain in complete and accurate form
all books and records necessary for it to perform the Delegated Services
including (a) all those records required to be prepared and maintained by the
Fund under the Investment Company Act of 1940, as amended, by other applicable
Securities Laws, rules and regulations and by state laws and (b) such books and
records as are necessary for UBS Global AM to perform all of the services it
agrees to provide in this Agreement and the Exhibits attached hereto. The books
and records pertaining to the Fund, which are in the possession or under the
control of UBS Global AM, 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 UBS Global AM at all times during UBS Global AM'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 UBS Global AM shall
be provided by UBS Global AM to the Fund or to an Authorized Person. Upon
reasonable notice by the Fund, UBS Global AM shall make available during regular
business hours its facilities and premises employed in connection with its
performance of this Agreement for reasonable visits by the Fund, any agent or
person designated by the Fund or any regulatory agency having authority over the
Fund.
In performing the Delegated Services, UBS Global AM shall be subject to
the same record keeping and other responsibilities, duties and standards of care
and shall have the same rights, benefits (other than compensation), liabilities
and limitations as are applicable to PFPC under the Transfer Agency and Related
Services Agreement with respect to the performance of the same services.
3. COMPENSATION. As compensation for performance of the Delegated
Services, PFPC will pay to UBS Global AM the fees set forth on EXHIBIT B hereto,
together with such other amounts as may be agreed from time to time in writing
by PFPC and UBS Global AM, provided that PFPC shall not be obligated to pay such
compensation to UBS Global AM with respect to any invoice for which PFPC has not
received payment from UBS Global AM pursuant to the Transfer Agency and Related
Services Agreement.
4. DURATION AND TERMINATION. This Agreement shall be effective upon the
date first above written and, unless sooner terminated as set forth herein,
shall continue with respect to the Transfer Agency and Related Services
Agreement for so long as such Transfer Agency and Related Services Agreement
remains in effect. This Agreement may be terminated for cause upon at least
thirty (30) days prior written notice. For purposes of this paragraph, "cause"
shall mean:
(a) in the case of a termination by UBS Global AM, the failure
of PFPC to timely pay the compensation to UBS Global AM that is provided for
hereunder; and
(b) in the case of a termination by PFPC, (i) UBS Global AM's
material breach of this Agreement causing it to fail to substantially perform
its duties under this Agreement, provided that UBS Global AM has received
written notice from PFPC specifying the material breach and has not corrected
such breach within a 15-day period; (ii) financial difficulties of UBS Global AM
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
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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 UBS
Global AM with regard to the material violation or alleged material violation of
the Securities Laws or other applicable laws related to the performance of
transfer agency-related services.
5. MISCELLANEOUS.
(a) Unless the context otherwise requires, all capitalized
terms not otherwise defined herein shall have the same meanings as in the
Transfer Agency and Related Services Agreement.
(b) It is understood and agreed that all Delegated Services
performed by UBS Global AM under this Agreement will be as an independent
contractor and not as an employee or agent of PFPC or the Fund.
(c) This Agreement embodies the entire agreement and
understanding between the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof.
(d) The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
(e) This Agreement shall be deemed to be a contract made in
Delaware and governed by Delaware law without regard to principles of conflicts
of law.
(f) If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
(g) This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and permitted
assigns.
(h) The facsimile signature of any party to this Agreement
shall constitute the valid and binding execution hereof by such party.
(i) This Agreement, or any term thereof, may be changed or
waived only by a written amendment, signed by the party against whom enforcement
of such change or waiver is sought.
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IN WITNESS WHEREOF, PFPC and UBS Global AM have caused this Agreement
to be executed by their duly authorized representatives as of the date first
above written.
PFPC INC. PFPC INC.
By: By:
------------------------ ------------------------
Name: Name:
Title: Title:
UBS GLOBAL ASSET MANAGEMENT UBS GLOBAL ASSET MANAGEMENT
(US) INC. (US) INC.
By: By:
------------------------ ------------------------
Name: Name:
Title: Title:
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EXHIBIT A
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 (if
applicable):
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. Issue checks from proceeds of Fund share redemptions to shareholders as
directed by the shareholders or their agents;
c. Process and maintain shareholder account registration information;
d. With respect to customer accounts maintained through brokerage firms,
review new applications and correspond with shareholders to complete or
correct information;
e. 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);
f. 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;
g. Capture, process and mail required tax information to shareholders and
report this information to the Internal Revenue Service;
h. Provide the capability to margin Funds held within the client's
brokerage account;
i. Prepare and provide shareholder registrations for mailing of proxies,
reports and other communications to shareholders;
j. Develop, maintain and issue checks from the Automatic Cash Withdrawal
Plan if offered within the client's brokerage account;
k. Maintain duplicate shareholder records and reconcile those records with
those at the transfer agent;
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l. Process and mail duplicate monthly or quarterly statements to
investment professionals;
m. Establish and maintain shareholder distribution options (i.e., election
to have dividends paid in cash, rather than reinvested in Fund shares);
n. Process and mail purchase, redemption and exchange confirmations to
Fund shareholders and investment professionals;
o. Issue dividend checks to shareholders that select cash distributions to
their brokerage account;
p. Develop and maintain the automatic investment plan offered within the
client's brokerage account; and
q. Provide bank-to-bank wire transfer capabilities related to transactions
in Fund shares.
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EXHIBIT B
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FUND FEES RETAINED FEES PAYABLE TOTAL FEES
BY PFPC TO UBS GLOBAL PAYABLE TO
AM BY PFPC PFPC
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FIXED INCOME
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Series M
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FUND OF FUNDS
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Series T
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