Exhibit 10.4
                                                                 ------------

                     TRANSFER AGENCY SERVICES AGREEMENT


         THIS AGREEMENT is made as of February 1, 2002 by and between PFPC
INC., a Massachusetts corporation ("PFPC"), and UST PRIVATE EQUITY
INVESTORS FUND INC, a Maryland corporation (the "Fund").

                            W I T N E S S E T H:

         WHEREAS, the Fund is a closed-end, non-diversified management
investment company that has elected to be treated as a business development
company under the Investment Company Act of 1940, as amended (the "1940
Act"); and

         WHEREAS, the Fund wishes to retain PFPC to serve as transfer
agent, registrar, dividend disbursing agent and shareholder servicing agent
and PFPC wishes to furnish such services.

         NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:

1.       Definitions.  As Used in this Agreement:

         (a)      "1933 Act" means the Securities Act of 1933, as amended.

         (b)      "1934 Act" means the Securities Exchange Act of 1934, as
                  amended.

         (c)      "Authorized Person" means any officer of the Fund and any
                  other person duly authorized by the Fund's Board of
                  Directors/Trustees to give Oral Instructions and Written
                  Instructions on behalf of the Fund. An Authorized
                  Person's scope of authority may be limited by setting
                  forth such limitation in a written document signed by
                  both parties hereto.

         (d)      "CEA" means the Commodities Exchange Act, as amended.

         (e)      "Change of Control" means a change in ownership or
                  control (not including transactions between wholly-owned
                  direct or indirect subsidiaries of a common parent) of
                  25% or more of the beneficial ownership of the shares of
                  common stock or shares of beneficial interest of an
                  entity or its parents(s).

         (f)      "Oral Instructions" mean oral instructions received by
                  PFPC from an Authorized Person or from a person
                  reasonably believed by PFPC to be an Authorized Person.
                  PFPC may, in its sole discretion in each separate
                  instance, consider and rely upon instructions it receives
                  from an Authorized Person via electronic mail as Oral
                  Instructions.

         (g)      "SEC"  means the Securities and Exchange Commission.

         (h)      "Securities Laws" mean the 1933 Act, the 1934 Act, the
                  1940 Act and the CEA.

         (i)      "Shares" mean the shares of beneficial interest of any
                  series or class of the Fund.

         (j)      "Written Instructions" mean (i) written instructions
                  signed by an Authorized Person or a person reasonably
                  believed by PFPC to be an Authorized Person and received
                  by PFPC or (ii) trade instructions transmitted (and
                  received by PFPC) by means of an electronic transaction
                  reporting system, access to which requires use of a
                  password or other authorized identifier. 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
         agent, registrar, dividend disbursing agent and shareholder
         servicing agent to the Fund in accordance with the terms set forth
         in this Agreement. PFPC accepts such appointment and agrees to
         furnish such services.

3.       Delivery of Documents. The Fund has provided or, where applicable,
         will provide PFPC with the following:

         (a)      certified or authenticated copies of the resolutions of
                  the Fund's Board of Directors/Trustees, approving the
                  appointment of PFPC or its affiliates to provide services
                  to the Fund and approving this Agreement;

         (b)      A copy of the Fund's most recent effective registration
                  statement;

         (c)      A copy of the advisory agreement with respect to each
                  investment Portfolio of the Fund;

         (d)      A copy of the distribution/underwriting agreement with
                  respect to each class of Shares of the Fund;

         (e)      A copy of each Portfolio's administration agreements if
                  PFPC is not providing the Portfolio with such services;

         (f)      Copies of any distribution and/or shareholder servicing
                  plans and agreements made in respect of the Fund or a
                  Portfolio;

         (g)      A copy of the Fund's organizational documents, as filed
                  with the state in which the Fund is organized; and

         (h)      Copies (certified or authenticated where applicable) of
                  any and all amendments or supplements to the foregoing.

4.       Compliance with Rules and Regulations. PFPC 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 PFPC
         hereunder as are specified in writing by the Fund to PFPC and
         agreed in writing by PFPC. Except as specifically set forth
         herein, PFPC assumes no responsibility for such compliance by the
         Fund.

5.       Instructions.

         (a)      Unless otherwise provided in this Agreement, PFPC shall
                  act only upon Oral Instructions or Written Instructions.

         (b)      PFPC shall be entitled to rely upon any Oral Instruction
                  or Written Instruction it receives from an Authorized
                  Person (or from a person reasonably believed by PFPC to
                  be an Authorized Person) pursuant to this Agreement. PFPC
                  may assume that any Oral Instruction or Written
                  Instruction received hereunder is not in any way
                  inconsistent with the provisions of organizational
                  documents or this Agreement or of any vote, resolution or
                  proceeding of the Fund's Board of Directors/Trustees or
                  of the Fund's shareholders, unless and until PFPC
                  receives Written Instructions to the contrary.

         (c)      The Fund agrees to forward to PFPC Written Instructions
                  confirming Oral Instructions (except where such Oral
                  Instructions are given by PFPC or its affiliates) so that
                  PFPC receives the Written Instructions as promptly as
                  practicable and in any event by the close of business on
                  the day after such Oral Instructions are received. The
                  fact that such confirming Written Instructions are not
                  received by PFPC or differ from the Oral Instructions
                  shall in no way invalidate the transactions or
                  enforceability of the transactions authorized by the Oral
                  Instructions or PFPC's ability to rely upon such Oral
                  Instructions. Where Oral Instructions 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 Oral Instructions or Written
                  Instructions provided that PFPC's actions comply with the
                  other provisions of this Agreement.

6.       Right to Receive Advice.

         (a)      Advice of the Fund. If PFPC is in doubt as to any action
                  it should or should not take, PFPC may request directions
                  or advice, including Oral Instructions or Written
                  Instructions, from the Fund.

         (b)      Advice of Counsel. If PFPC shall be in doubt as to any
                  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, without
                  limitation, 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
                  directions, advice or Oral Instructions or Written
                  Instructions PFPC receives from the Fund, and the advice
                  PFPC receives from counsel, PFPC may rely upon and follow
                  the advice of such counsel.

         (d)      Protection of PFPC. PFPC shall be protected in any action
                  it takes or does not take in reliance upon directions,
                  advice or Oral Instructions or Written Instructions it
                  receives from the Fund or from counsel selected with
                  reasonable care and which PFPC believes, in good faith,
                  to be consistent with those directions, advice and Oral
                  Instructions or Written Instructions. Nothing in this
                  section shall be construed so as to impose an obligation
                  upon PFPC (i) to seek such directions or advice or Oral
                  Instructions or Written Instructions, or (ii) to act in
                  accordance with such directions or advice or Oral
                  Instructions 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.

7.       Records; Visits. 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. Such books and records shall be prepared
         and maintained as required by the 1940 Act and other applicable
         securities laws, rules and regulations. The Fund and 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, at the
         Fund's expense.

8.       Confidentiality. Each party shall keep confidential any
         information relating to the other party's business ("Confidential
         Information"). Confidential Information shall include (a) any data
         or information that is competitively sensitive material, and not
         generally known to the public, including, but not limited to,
         information about product plans, marketing strategies, finances,
         operations, customer relationships, customer profiles, customer
         lists, sales estimates, business plans, and internal performance
         results relating to the past, present or future business
         activities of the Fund or PFPC, their respective subsidiaries and
         affiliated companies and the customers, clients and suppliers of
         any of them; (b) any scientific or technical information, design,
         process, procedure, formula, or improvement that is commercially
         valuable and secret in the sense that its confidentiality affords
         the Fund or PFPC a competitive advantage over its competitors; (c)
         all confidential or proprietary concepts, documentation, reports,
         data, specifications, computer software, source code, object code,
         flow charts, databases, inventions, know-how, and trade secrets,
         whether or not patentable or copyrightable; and (d) anything
         designated as confidential. Notwithstanding the foregoing,
         information shall not be subject to such confidentiality
         obligations if it: (a) is already known to the receiving party at
         the time it is obtained; (b) is or becomes publicly known or
         available through no wrongful act of the receiving party; (c) is
         rightfully received from a third party who, to the best of the
         receiving party's knowledge, is not under a duty of
         confidentiality; (d) is released by the protected party to a third
         party without restriction; (e) is required to be disclosed by the
         receiving party pursuant to a requirement of a court order,
         subpoena, governmental or regulatory agency or law (provided the
         receiving party will provide the other party written notice of
         such requirement, to the extent such notice is permitted); (f) is
         relevant to the defense of any claim or cause of action asserted
         against the receiving party; or (g) has been or is independently
         developed or obtained by the receiving party.

9.       Cooperation with Accountants. PFPC shall cooperate with the 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.      PFPC System. PFPC shall retain title to and ownership of any and
         all data bases, computer programs, screen formats, report formats,
         interactive design techniques, derivative works, inventions,
         discoveries, patentable or copyrightable matters, concepts,
         expertise, patents, copyrights, trade secrets, and other related
         legal rights utilized by PFPC in connection with the services
         provided by PFPC to the Fund (collectivelly "PFPC System
         Elements"). To the extent that PFPC System Elements are
         incorporated in any work product for the Fund, PFPC Trust hereby
         grants a non-exclusive, royalty-free and non-transferable license
         to use the PFPC System Elements in the form provided to the Fund.

11.      Disaster Recovery. PFPC shall enter into and shall maintain in
         effect with appropriate parties one or more agreements making
         reasonable provisions for emergency use of electronic data
         processing equipment to the extent appropriate equipment is
         available. In the event of equipment failures, PFPC shall, at no
         additional expense to the Fund, take reasonable steps to minimize
         service interruptions. PFPC shall have no liability with respect
         to the loss of data or service interruptions caused by equipment
         failure, provided such loss or interruption is not caused by
         PFPC's own willful misfeasance, bad faith, negligence or reckless
         disregard of its duties or obligations under this Agreement.

12.      Compensation. As compensation for services rendered by PFPC 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. The Fund acknowledges that PFPC may receive float
         benefits and/or investment earnings in connection with maintaining
         certain accounts required to provide services under this
         Agreement.

13.      Indemnification.

         (a)      The Fund agrees to indemnify, defend and hold harmless
                  PFPC and its affiliates, including their respective
                  officers, directors, agents and employees, from all
                  taxes, charges, expenses, assessments, claims and
                  liabilities (including, without limitation, attorneys'
                  fees and disbursements and liabilities arising under the
                  Securities Laws and any state and foreign securities and
                  blue sky laws) arising directly or indirectly from any
                  action or omission to act which PFPC takes in connection
                  with the provision of services to the Fund. Neither PFPC,
                  nor any of its affiliates, shall be indemnified against
                  any liability (or any expenses incident to such
                  liability) caused by PFPC's or its affiliates' own
                  willful misfeasance, bad faith, negligence or reckless
                  disregard of its duties and obligations under this
                  Agreement, provided that in the absence of a finding to
                  the contrary the acceptance, processing and/or
                  negotiation of a fraudulent payment for the purchase of
                  Shares shall be presumed not to have been the result of
                  PFPC's or its affiliates own willful misfeasance, bad
                  faith, negligence or reckless disregard of such duties
                  and obligations. The provisions of this Section 13 shall
                  survive termination of this Agreement.

         (b)      Notwithstanding anything in this Agreement to the
                  contrary, neither the Fund nor its affiliates shall be
                  liable for any consequential, special or indirect losses
                  or damages, whether or not the likelihood of such damages
                  or loss was known by the Fund or its affiliates.

14.      Responsibility of PFPC.

         (a)      PFPC shall be under no duty to take any action hereunder
                  on behalf of the Fund except as specifically set forth
                  herein or as may be specifically agreed to by PFPC and
                  the Fund in a written amendment hereto. PFPC shall be
                  obligated to exercise care and diligence in the
                  performance of its duties hereunder and to act in good
                  faith in performing services provided for under this
                  Agreement. PFPC shall be liable only for damages arising
                  out of PFPC's failure to perform its duties under this
                  Agreement to the extent such damages arise out of PFPC's
                  willful misfeasance, bad faith, negligence or reckless
                  disregard of such duties.

         (b)      Without limiting the generality of the foregoing or of
                  any other provision of this Agreement, (i) PFPC shall not
                  be liable for losses beyond its control, including
                  without limitation (subject to Section 11), delays or
                  errors or loss of data occurring by reason of
                  circumstances beyond PFPC's control provided that PFPC
                  has acted in accordance with the standard set forth in
                  Section 14(a) above; and (ii) PFPC shall not be under any
                  duty or obligation to inquire into and shall not be
                  liable for the validity or invalidity or authority or
                  lack thereof of any Oral Instruction or Written
                  Instruction, notice or other instrument which conforms to
                  the applicable requirements of this Agreement, and which
                  PFPC reasonably believes to be genuine.

         (c)      Notwithstanding anything in this Agreement to the
                  contrary, neither PFPC nor its affiliates shall be liable
                  for any consequential, special or indirect losses or
                  damages, whether or not the likelihood of such losses or
                  damages was known by PFPC or its affiliates.

         (d)      Each party shall have a duty to mitigate damages for
                  which the other party may become responsible.

15.      Description of Services.

         (a)      Services Provided on an Ongoing Basis, If Applicable.

                  (i)   Maintain shareholder registrations;

                  (ii)  Provide toll-free lines for shareholder and
                        broker-dealer use;

                  (iii) Provide periodic shareholder lists and statistics;

                  (iv)  Mailing of year-end tax information; and

                  (v)   Periodic mailing of shareholder account information
                        and Fund financial reports.

         (b)      Dividends and Distributions. PFPC must receive a
                  resolution of the Fund's Board of Directors/Trustees
                  authorizing the declaration and payment of dividends and
                  distributions. Upon receipt of the resolution, PFPC shall
                  issue the dividends and distributions in cash, or, if the
                  resolution so provides, pay such dividends and
                  distributions in Shares. Such issuance or payment shall
                  be made after deduction and payment of the required
                  amount of funds to be withheld in accordance with any
                  applicable tax laws or other laws, rules or regulations.
                  PFPC shall timely send to the Fund's shareholders 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 maintain
                  and file with the United States Internal Revenue Service
                  and other appropriate taxing authorities reports relating
                  to all dividends above a stipulated amount (currently
                  $10.00 accumulated yearly dividends) paid by the Fund to
                  its shareholders as required by tax or other law, rule or
                  regulation. As the dividend disbursing agent, PFPC shall,
                  on or before the payment date of any such dividend or
                  distribution, notify the fund accounting agent of the
                  estimated amount required to pay any portion of said
                  dividend or distribution which is payable in cash, and on
                  or before the payment date of such distribution, the Fund
                  shall instruct the custodian to make available to the
                  dividend disbursing agent sufficient funds for the cash
                  amount to be paid out.

         (c)      Communications to Shareholders. Upon timely written
                  instructions, PFPC shall mail all communications by the
                  Fund to its shareholders, including:

                  (i)   Reports to shareholders;

                  (ii)  Quarterly dividend account statements;

                  (iii) Dividend and distribution notices;

                  (iv)  Proxy material; and

                  (v)   Tax form information.

                  PFPC will receive and tabulate the proxy cards for the
                  meetings of the Fund's shareholders.

         (d)      Records. PFPC shall maintain records of the accounts for
                  each 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

                  (vii) Any information required in order for the transfer
                        agent to perform any calculations contemplated or
                        required by this Agreement.

         (e)      Shareholder Inspection of Stock Records. Upon requests
                  from Fund shareholders to inspect stock records, PFPC
                  will notify the Fund and require instructions granting or
                  denying each such request. 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.

16.      Duration and Termination. This Agreement shall continue until
         terminated by the Fund or by PFPC on sixty (60) days' prior
         written notice to the other party. In the event the Fund gives
         notice of termination, all expenses associated with movement (or
         duplication) of records and materials and conversion thereof to a
         successor transfer agent or other service provider (or each
         successive service provider, if there are more than one), and all
         trailing expenses incurred by PFPC, will be borne by the Fund.

17.      Change of Control. Notwithstanding any other provision of this
         Agreement, in the event of an agreement to enter into a
         transaction that would result in a Change of Control of the Fund's
         adviser or sponsor, the Fund's ability to terminate the Agreement
         pursuant to Section 16 will be suspended from the time of such
         agreement until the later to occur of (i) the first anniversary of
         the Change of Control and (ii) the date which is exactly 18 months
         after the date set forth in the first paragraph of this Agreement.

18.      Notices. Notices shall be addressed (a) if to PFPC, at 400
         Bellevue Parkway, Wilmington, Delaware 19809, Attention:  President;
         (b) if to the Fund, ________, Attention: __________; or (c) if to
         neither of the foregoing, at such other address as shall have been
         given by like notice to the sender of any such notice or other
         communication by the other party. If notice is sent by confirming
         telegram, cable, telex or facsimile sending device, it shall be
         deemed to have been given immediately. If notice is sent by
         first-class mail, it shall be deemed to have been given three 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.

19.      Amendments. 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.

20.      Delegation; Assignment. PFPC may assign its rights and delegate
         its duties hereunder to any majority-owned direct or indirect
         subsidiary of PFPC or of The PNC Financial Services Group, Inc.,
         provided that PFPC gives the Fund 30 days prior written notice of
         such assignment or delegation. In addition, PFPC may, in its sole
         discretion, engage subcontractors to perform any of the
         obligations contained in this Agreement to be performed by PFPC,
         provided, however, PFPC shall remain responsible for the acts or
         omissions of any such sub-contractors.

21.      Counterparts. This Agreement may be executed in two or more
         counterparts, each of which shall be deemed an original, but all
         of which together shall constitute one and the same instrument.

22.      Further Actions. Each party agrees to perform such further acts
         and execute such further documents as are necessary to effectuate
         the purposes hereof.

23.      Force Majeure. "Notwithstanding anything in this Agreement to the
         contrary, in no event shall either party be liable for any loss if
         and to the extent such loss is caused, directly or indirectly, by
         (i) fire, flood, elements of nature or other acts of God; (ii) any
         outbreak or escalation of hostilities, war, riots or civil
         disorders in any country, (iii) any act or omission of any
         governmental authority; (iv) any labor disputes (whether or not
         the employees' demands are reasonable or within the party's power
         to satisfy); or (v) nonperformance by a third party or any similar
         cause beyond the reasonable control of such party, including
         without limitation, failures or fluctuations in
         telecommunications, the Internet or other equipment operated or
         controlled by such party."

24.      Miscellaneous.

         (a)      Entire Agreement. This Agreement embodies the entire
                  agreement and understanding between the parties and
                  supersedes all 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 delegated
                  duties.

         (b)      No Changes that Materially Affect Obligations.
                  Notwithstanding anything in this Agreement to the
                  contrary, the Fund agrees not to make any modifications
                  to its registration statement or adopt any policies which
                  would affect materially the obligations or
                  responsibilities of PFPC hereunder without the prior
                  written approval of PFPC, which approval shall not be
                  unreasonably withheld or delayed.

         (c)      Captions. 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.

         (d)      Governing Law. 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.

         (e)      Partial Invalidity. 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.

         (f)      Successors and Assigns. This Agreement shall be binding
                  upon and shall inure to the benefit of the parties hereto
                  and their respective successors and permitted assigns.

         (g)      No Representations or Warranties. Except as expressly
                  provided in this Agreement, PFPC hereby disclaims all
                  representations and warranties, express or implied, made
                  to the Fund or any other person, including, without
                  limitation, any warranties regarding quality,
                  suitability, merchantability, fitness for a particular
                  purpose or otherwise (irrespective of any course of
                  dealing, custom or usage of trade), of any services or
                  any goods provided incidental to services provided under
                  this Agreement. PFPC disclaims any warranty of title or
                  non-infringement except as otherwise set forth in this
                  Agreement.

         (h)      Facsimile Signatures. The facsimile signature of any
                  party to this Agreement shall constitute the valid and
                  binding execution hereof by such party.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the day and year first above written.


                                    PFPC INC.


                                    By:
                                    Title:

                                    UST PRIVATE EQUITY INVESTORS FUND INC.

                                    By:
                                    Title: