UAM FUND DISTRIBUTORS, INC.
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
--------------------------------------------------------------------------------
BROKER SERVICES AGREEMENT
UAM FUNDS, INC., UAM FUNDS, INC. II AND UAM FUNDS TRUST
(Institutional Service Class Shares)
--------------------------------------------------------------------------------
Broker:____________________________________
Gentlemen:
We offer to make available to your customers, through you acting as
broker or agent on behalf of such customers, Institutional Service Class Shares
(the "Shares") of the Portfolios of UAM Funds, Inc., UAM Funds, Inc. II and of
UAM Funds Trust (each Portfolio is referred to herein as the "Fund") with
respect to which we have been retained to act as exclusive national distributor
and which are offered for sale pursuant to currently effective federal
Prospectuses describing such Shares.
CUSTOMERS:
----------
The customers whom you assist in purchasing, or for whom you purchase,
Shares are for all purposes your customers and not our customers. Subject to the
further provisions of this Agreement, the applicable provisions of the
Prospectuses for the Shares, federal and state securities laws and the rules of
the NASD, we may sell Shares to your customers through you and upon your order.
OFFERING PRICE TO PUBLIC:
-------------------------
Orders for Shares received from you and accepted by the Fund, will be
at the public offering price applicable to each order as set forth in that
Fund's Prospectus relating to such Shares. The manner of computing the net asset
value of Shares, the public offering price and the effective time of orders
received from you are described in the Prospectuses for the Shares. We reserve
the right, at any time and without notice, to suspend the sale of Fund Shares.
SALES, ORDERS AND CONFIRMATIONS:
--------------------------------
In purchasing Fund Shares for customers or otherwise, you shall not act
as dealer for your own account, and in no transaction shall you have any
authority to act as agent for the Fund, for any other selected dealer or for us.
No person is authorized to make any representation concerning the Shares or any
Fund except those contained in the relevant and current Prospectus and in
written information issued by the Fund or by us as a supplement to such
Prospectus. In purchasing Fund Shares, you shall rely solely on such
representations contained in the Prospectus and in such written supplemental
information.
All sales are made subject to confirmation and orders are subject to
acceptance or rejection by the Fund in its sole discretion. Your orders must be
wired, telephoned or written to the Fund as provided in the relevant and current
Prospectus. You agree to place orders solely upon receipt of orders for the same
number of Shares and at the same price from your customers and for your
customers' accounts, and that you will not otherwise purchase
Shares except for investment. You will not, as principal, purchase or sell Fund
Shares, but will act solely as agent for your customers in all transactions
initiated by you, and as between you and your customers, your customers will be
the beneficial owners of the Shares. Each of your orders shall be confirmed by
you in writing on the same day. The procedures relating to the handling of
orders shall be subject to such further instructions as we may issue from time
to time.
PAYMENT AND ISSUANCE OF CERTIFICATES:
-------------------------------------
The Shares purchased by you on behalf of your customers hereunder shall
be paid for in full at the public offering price, by check payable to the Fund,
at its office, within three business days after our acceptance of your order. If
not so paid, we reserve the right to cancel the sale and to hold you responsible
for any loss sustained by us or the Fund (including lost profit) in consequence.
Certificates representing the Shares will not be issued.
REDEMPTIONS:
------------
The relevant Prospectus describes the provisions whereby a Fund, under
all ordinary circumstances, will redeem Shares held by shareholders on demand.
You agree that you will not make any representations to shareholders relating to
the redemption of their Shares other than the statements contained in the
relevant and current Prospectus, and the underlying organizational documents of
the Fund, to which it refers, and that you will quote as the redemption price
only the price determined by the Fund.
SERVICE FEES:
-------------
We expect you to provide services and assistance (the "Services") to
your customers who own Fund Shares, including but not limited to, answering
routine inquiries regarding the Shares or a Fund or the status of a customer's
account and providing information to customers relating to maintaining their
investment in the Fund.
12b-1 Plans:
For your Services in respect of Shares of any Fund that has a
Distribution Plan under Rule 12b-1 (a "12b-1 Plan") of the Investment
Company Act of 1940 (the "1940 Act"), you will receive a fee (the
"12b-1 Fee"), as established by us and the Fund from time to time,
pursuant to the provisions of the 12b-1 Plan of such Fund relating to
such Shares, subject to the further provisions of this Agreement, the
terms of the then current and applicable Prospectus relating to such
Shares and the provisions of the relevant 12b-1 Plan. The 12b-1 Fee in
respect of Shares of a particular Fund shall be based on the net asset
value of such Shares held in the accounts of your customers, provided
that such Shares so held have an aggregate net asset value of at least
the minimum amount established by us from time to time. Such 12b-1 Fee
shall consist of a distribution fee component, if any, and/or a service
fee component, if any, the rates of which shall be as provided in the
schedule of fees set forth in Appendix A attached hereto, as the same
may be amended by a Fund or by us at any time and from time to time by
notice thereof to you; provided, however, that in no event shall the
rate of any such component be in excess of the current rates set forth
in the then current and applicable Prospectus relating to such Shares
and the provisions of the relevant 12b-1 Plan.
We reserve the right, at any time, without notice, to modify,
suspend or terminate payments hereunder, or any component of such
payments, either with respect to one or more Funds or classes of Shares
or generally with respect to the Funds and the Shares; and the payment
of 12b-1 Fees hereunder shall be automatically suspended or terminated
if and to the extent that payments under the relevant 12b-1 Plan are
suspended or terminated, or automatically reduced if and to the extent
that the corresponding rates of payments to be made under the relevant
12b-1 Plan are reduced. Any such action may be for any reason
whatsoever or no reason at all; and you agree that you shall not be
entitled to any payments for any period after the effective date of any
such suspension or termination, nor shall you be entitled to any
payments
2
after the effective date of any such modification or reduction except
as may be calculated pursuant to a modified or reduced schedule of
fees substituted for the previously effective schedule.
You understand and agree that we merely administer and forward
payments pursuant to the 12b-1 Plans of the Funds and that we shall
have no liability to you for such payments. Accordingly, you agree that
anything to the contrary herein notwithstanding (i) we shall have no
liability to you, and you shall have no recourse whatsoever against us
or our assets, for any payment for which provision is made in this
Agreement, and (ii) your sole recourse, if any, in respect of any such
payment for which provision is made in this Agreement shall be against
the respective Fund or Manager, as the case may be.
LEGAL COMPLIANCE:
-----------------
This Agreement and any transaction with, or payments to, you pursuant
to the terms hereof is conditioned on your representations to us that, as of the
date of this Agreement (i) you are, and at all times during its effectiveness
you will be, a registered broker-dealer under the Securities Exchange Act of
1934, as amended (the "1934 Act"), and a member in good standing of the National
Association of Securities Dealers, Inc. (the "NASD"), or that the 1934 Act does
not require you to be so registered and such a member; and (ii) you are, and at
all times during its effectiveness you will be, qualified under applicable state
securities laws in each jurisdiction in which the actions contemplated to be
taken by you under this Agreement require you to be qualified to act as a dealer
in securities. You agree to notify us promptly in writing and immediately
suspend sales of Shares if this representation ceases to be true. You also agree
that you will comply with the rules of the NASD including, in particular,
Sections 2, 21(c) and 26 of Article III of its Rules of Fair Practice, as
amended, or, if you are not required to be a member of the NASD, with the
applicable rules and regulations of any organization, agency or authority having
jurisdiction in such matters; and, further, you agree that you will maintain
adequate records with respect to your transactions with us and the Funds.
BLUE SKY MATTERS:
-----------------
We shall have no obligation or responsibility with respect to your
right to sell Shares in any state or jurisdiction. We may furnish you with
information identifying the states and jurisdictions where the Shares of a Fund
are qualified for sale; and you will not transact orders for Shares except in
such states and jurisdictions as identified by us.
LITERATURE:
-----------
We will furnish you with copies of each Fund's relevant Prospectus and
sales literature (if any) and other information made publicly available by us or
the Fund which relate to the Fund or the Shares of such Fund, in reasonable
quantities upon your request. You agree to deliver a copy of the current and
relevant Prospectus in accordance with the provisions of the Securities Act of
1933 to each purchaser of Shares. We shall file Fund sales literature and
promotional material with the NASD as required. You may not publish or use any
sales literature or promotional materials with respect to the Shares, the Funds
or any Fund without our prior review and written approval.
NOTICES AND COMMUNICATIONS:
---------------------------
All communications from you (other than purchase and sale orders)
should be addressed to us at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000,
Attention: Compliance Officer. Any notice from us to you shall be deemed to have
been duly given if mailed or telegraphed to you at the address set forth below.
Each of us may change the address to which notices shall be sent by notice to
the other in accordance with the terms hereof.
TERMINATION:
------------
3
This Agreement may be terminated by either party at any time by written
notice to that effect and will terminate without notice upon the appointment of
a trustee for you under the Securities Investor Protection Act, or any other act
of insolvency by you. Notwithstanding the termination of this Agreement, you
shall remain liable for any amounts otherwise owing to us or the Funds and for
your portion of any transfer tax or other liability which may be asserted or
assessed against the Fund, or us.
AMENDMENT:
----------
This Agreement may be amended or revised to modify, suspend or
terminate payments hereunder as provided in the section above entitled "Service
Fees" or to amend Appendix A as provided in said section. This Agreement may be
otherwise amended or revised at any time by us upon notice to you and you will
be deemed to have accepted any such other amendment or revision upon placing any
subsequent order for Shares.
GENERAL:
--------
Your acceptance hereof will constitute an obligation on your part to
observe all the terms and conditions hereof. In the event that you breach any of
the terms and conditions of this Agreement, you will indemnify us, the Funds,
and our affiliates for any damages, losses, costs and expenses (including
reasonable attorneys' fees and expenses) arising out of or relating to such
breach. In the event that we breach any of the terms and conditions of this
Agreement, we will indemnify you and your affiliates for any damages, losses,
costs and expenses (including reasonable attorneys' fees and expenses) arising
out of or relating to such breach. Nothing contained herein shall constitute
you, us and any brokers or dealers an association or partnership. All references
in this Agreement to the "Prospectus" refer to the then current and relevant
version of the Prospectus of the particular Fund or Funds concerned and include
the Statement of Additional Information incorporated by reference therein and
any stickers or supplements thereto.
This Agreement is to be construed in accordance with the laws of The
Commonwealth of Massachusetts.
Please confirm this Agreement by dating and executing, by your duly
authorized representative, one copy of this Agreement below and return it to us.
Keep the enclosed duplicate copy for your records.
UAM FUND DISTRIBUTORS, INC.
BY:__________________________________
(Name of Officer and Title)
4
BROKER SERVICES AGREEMENT ACCEPTANCE
------------------------------------
UAM FUND DISTRIBUTORS, INC.
The undersigned hereby confirms its acceptance of, and agreement to the
terms of, the foregoing Broker Services Agreement and acknowledges that any
purchase of Fund Shares made during the effectiveness of this Agreement is
subject to all the applicable terms and conditions set forth in this Agreement,
and agrees to pay for the shares at the price and upon the terms and conditions
stated in the Agreement. The undersigned hereby acknowledges receipt of
Prospectuses relating to the Fund Shares and confirms that, in executing this
Broker Services Agreement, it has relied on such Prospectuses and not on any
other statement whatsoever, written or oral.
PLEASE SIGN HERE AND COMPLETE BELOW
----------------------------------------------------------------
(Full Corporate Name of Broker)
By:
-------------------------------------------------------------
(Name of Officer and Title)
-------------------------------------------------------------
(Broker's Tax Identification No.)
-------------------------------------------------------------
(Notice Address -- Please include name of compliance contact)
Date:
-----------------------------------------------------------
5
9/99
APPENDIX A
SCHEDULE OF FEES
12B-1 FEES
A separate fee for each Fund will be determined quarterly based on the
annual rates set forth below.
Distribution Service
Name of Fund Component Component
------------ --------- ---------
Clipper Focus Portfolio (IS) 0.00% 0.25%
DSI Disciplined Value Portfolio (IS) 0.00% 0.25%
XXX Capital Preservation Portfolio (IS) * 0.00% 0.25%
FMA Small Company Portfolio (IS) 0.15% 0.25%
MJI International Equity Portfolio (IS) 0.00% 0.25%
NWQ Special Equity Portfolio (IS) 0.15% 0.25%
Sirach Bond Portfolio (IS) 0.00% 0.25%
Sirach Equity Portfolio (IS) 0.00% 0.25%
Sirach Growth Portfolio (IS) 0.00% 0.25%
Sirach Special Equity Portfolio (IS) 0.00% 0.25%
TJ Core Equity Portfolio (IS) 0.00% 0.25%
* This Portfolio has a redemption fee and is offered only to XXX accounts.
A-6
