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

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