Exhibit No. 8(c)
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INSTITUTIONAL SERIES
FINANCIAL INTERMEDIARY SHARES
SHAREHOLDER SERVICE AGREEMENT
PaineWebber Incorporated ("Firm"), as distributor of the Financial
Intermediary shares of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Institutional Series ("Trust") and the
counterparty named below ("Financial Intermediary") wish to enter into an
agreement ("Agreement") pursuant to which the Financial Intermediary will
provide services to certain shareholders of, and administer certain shareholder
accounts in, Financial Intermediary shares ("Shares") of the Trust.
In consideration of the mutual covenants herein contained, it is agreed
by and between the Firm and the Financial Intermediary as follows:
Section 1. Services to Be Provided. The Financial Intermediary will
provide shareholder and administrative services for its customers ("Customers")
who own Shares. Such services may include, without limitation: (i) assisting
Customers in changing dividend options, account designations and addresses; (ii)
aggregating and processing purchase and redemption requests from Customers and
placing net purchase and redemption orders with the Firm; (iii) transmitting and
receiving funds in connection with Customer orders to purchase and redeem
Shares; (iv) processing dividend payments on behalf of Customers; (v) providing
information periodically to Customers showing their position in Shares; (vi)
arranging for bank wires; (vii) responding to Customer inquiries regarding
account status and history, the manner in which purchases and redemptions of
Shares may be made and other matters pertaining to the Shares; (viii) providing
sub-accounting with respect to Shares beneficially owned by Customers or the
information to the Trust necessary for sub-accounting; (ix) forwarding
shareholder communications from the Trust (for example, proxies, shareholder
reports, annual and semi-annual financial statements and dividend, distribution
and tax notices) to Customers; (x) providing necessary personnel and facilities
to establish and maintain shareholder accounts and records; and (xi) such other
similar services as the Firm or a Customer may reasonably request from time to
time to the extent the Financial Intermediary is permitted to perform such
services under Federal and state statutes, rules and regulations.
Section 2. Financial Intermediary as Agent for Its Customers. The
Financial Intermediary agrees that, in all activities covered by this Agreement;
the Financial Intermediary will act as agent for its customers; it is not
authorized to act as agent for the Firm or the Trust. This Agreement shall not
make either party the legal representative of the other, nor shall either party
have the right or authority to assume, create or incur any liability or any
obligation of any kind, express or implied, against or in the name of or on
behalf of the other party.
Section 3. Information Concerning the Trust and the Shares. The
Financial Intermediary agrees that neither it nor any of its employees or agents
are authorized to make any representation concerning the Shares or the Trust,
except those contained in the then-current Prospectus and Statement of
Additional Information for the Trust, copies of which will be
supplied by the Firm in reasonable quantities upon request, or in other material
approved in writing by the Firm.
Section 4. Compensation. The Firm will pay the Financial Intermediary
an annual fee (the "Service Payment") for its services in connection with the
Shares beneficially owned by its Customers. The Service Payment will be
calculated daily and paid monthly by the Firm at the annual rate of 0.25% of the
average daily net asset value of the Shares held by the Financial Intermediary
for its Customers. For purposes of calculating the fee payable to the Financial
Intermediary, the average daily net asset value of the Shares will be calculated
in accordance with the procedure set forth in the Trust's then current
Prospectus and Statement of Additional Information. The Financial Intermediary
agrees that no trustee, officer or shareholder of the Trust (or any of its
series) shall be liable for the performance of the Firm's obligations hereunder
or for the Service Payment.
Section 5. Right to Suspend Sales. The Firm and the Trust reserve the
right, at their discretion, to suspend the sale of Shares of any series or
withdraw the Shares of any series from sale.
Section 6. Other Duties of the Financial Intermediary. (a) The
Financial Intermediary agrees to provide the Firm and the Trust such information
relating to its services hereunder as may be required to be maintained by the
Firm and the Trust under applicable regulatory and self-regulatory agencies or
authorities, and to cooperate with the Firm in providing information to the
Trust and its Board of Trustees with respect to amounts expended and services
provided under this Agreement.
(b) In the event an issue pertaining to the Shares is submitted for
shareholder approval, the Financial Intermediary will vote any Shares of a
series held for its own account, or over which it otherwise has discretion to
vote, in the same proportions as the votes cast by those Shares of the same
series held for its Customer's accounts for which instructions have been
received from the beneficial owners or other persons entitled to vote.
Section 7. Representations of Financial Intermediary. (a) The Financial
Intermediary represents and warrants that its Customers are aware of and have
agreed to the arrangements provided for in this Agreement and that the
compensation payable to the Financial Intermediary hereunder, together with any
other compensation payable to the Financial Intermediary in connection with the
investment of their assets in the Shares, will be properly disclosed by the
Financial Intermediary to its Customers and authorized by them.
(b) The Financial Intermediary represents and warrants that, in
providing services hereunder, it will act in accordance with federal and state
law, and rules and regulations thereunder, applicable to it and its Customer's
accounts.
Section 8. Customer Lists. Each party agrees that it (and/or its
affiliates) will not use any list of customers of the other party that may be
obtained in connection with this Agreement for the purpose of solicitation of
any product or service without the express written consent of the other party.
However, nothing in this Agreement shall be deemed to prohibit or restrict
either
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party (or its affiliates) in any way from solicitations of any product or
service directed at, without limitation, the general public, any segment
thereof, or any specific individual, provided such solicitation is not based
upon such list.
Section 9. Indemnification. (a) The Financial Intermediary will
indemnify and hold the Firm and the Trust harmless from any claim, demand, loss,
expense or cause of action resulting from the misconduct or negligence, as
measured by industry standards, of the Financial Intermediary, its agents or
employees, in carrying out the Financial Intermediary's obligations under this
Agreement. Such indemnification will survive the termination of this Agreement.
(b) The Firm will indemnify and hold the Financial Intermediary
harmless from any claim, loss, expense or cause of action resulting from the
misconduct or negligence, as measured by industry standards, of the Firm, its
agents or employees, in carrying out the Firm's obligations under this
Agreement.
Section 10. Duration of Agreement. This Agreement will continue in
effect for one year from its Effective Date, and thereafter will continue
automatically for successive annual periods; provided, however, that the
Agreement is subject to termination as provided below and subject to termination
at any time without penalty with respect to the Trust or a particular series
thereof if a majority of the Trust's Trustees who are not interested persons of
the Trust (as defined in the Investment Company Act of 1940 ("1940 Act")), or a
majority of the Shares of the Trust or a particular series thereof (as defined
in the ▇▇▇▇ ▇▇▇) vote to terminate the Agreement.
Section 11. Amendment and Termination of the Agreement. This Agreement
may be amended upon written agreement of the parties. Either party to the
Agreement may terminate the Agreement, without cause or penalty, by giving the
other party at least thirty (30) days' written notice of its intention to
terminate. This Agreement will terminate automatically in the event of its
assignment (as defined in the 1940 Act).
Section 12. Effective Date. This Agreement will become effective on
the date set forth below.
Section 13. Notices. All notices required or permitted to be given
under this Agreement shall be given in writing and delivered by personal
delivery, by postage prepaid mail, or by facsimile machine or a similar means of
same day delivery (with a confirming copy by mail). All notices to the Firm
shall be given or sent to its offices located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ATTN: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, with a copy to ▇▇▇▇▇▇ ▇.
▇'▇▇▇▇▇▇▇, Legal Department, at the same address. All notices to the Financial
Intermediary shall be given or sent to it at the address specified by it below.
Either party may change the address to which notices shall be sent by giving
notice to the other party in accordance with this paragraph 13.
Section 14. Miscellaneous. (a) This Agreement shall be construed in
accordance with the laws of the State of New York, without giving effect to the
conflict of law provisions thereof, and the 1940 Act. To the extent that the
applicable laws of the State of New York conflict with the applicable provisions
of the 1940 Act, the latter shall control.
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(b) The captions in this Agreement are included for convenience of
reference only and in no way defined or limit any of the provisions of this
Agreement or otherwise affect their construction or effect.
(c) In the case that any provision in this Agreement shall be found by
a court of competent jurisdiction to be invalid, illegal or unenforceable, such
provision shall be construed and enforced as if it had been more narrowly drawn
so as not to be invalid, illegal or unenforceable, and the validity, legality
and enforceability of the remaining provisions of this Agreement shall not in
any way be affected or impaired thereby.
PAINEWEBBER INCORPORATED
By:_______________________________
PLEASE RETURN TWO SIGNED COPIES OF THIS AGREEMENT TO PAINEWEBBER
INCORPORATED. UPON ACCEPTANCE BY PAINEWEBBER, ONE COUNTERSIGNED COPY WILL BE
RETURNED TO YOU FOR YOUR FILES.
Name of Financial Intermediary:_________________________________________________
Address:_______________________________________________________________________
________________________________________________________________________
By:_____________________________________________________________________________
Authorized Representative
_____________________________________________________________________________
(Name and Title; please print or type)
ACCEPTED AND AGREED:
PAINEWEBBER INCORPORATED
By: ___________________________
Dated:_________________________
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