Exhibit No. EX-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 the Fund pursuant to the Transfer Agency and Related
Services Agreement.
4. Duration and Termination. This Agreement shall be effective upon the
date first above written and, unless sooner terminated as set forth herein,
shall continue with respect to the Transfer Agency and Related Services
Agreement for so long as such Transfer Agency and Related Services Agreement
remains in effect. This Agreement may be terminated for cause upon at least
thirty (30) days prior written notice. For purposes of this paragraph, "cause"
shall mean:
(a) in the case of a termination by 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 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.
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:
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:
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.
EXHIBIT B
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FUND FEES RETAINED FEES PAYABLE TOTAL FEES PAYABLE
BY PFPC TO UBS GLOBAL TO PFPC
AM BY 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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