UAM FUND DISTRIBUTORS, INC.
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
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BROKER SERVICES AGREEMENT
UAM FUNDS, INC., UAM FUNDS, INC. II AND UAM FUNDS TRUST
(Institutional Class Shares)
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Broker:_______________________________
Gentlemen:
We offer to make available to your customers, through you acting as
broker or agent on behalf of such customers, Institutional 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:
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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:
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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:
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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
1
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:
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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:
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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:
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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. Certain of the managers (the "Managers") of the Funds
may, from time to time, determine to provide additional support for the
distribution and marketing of, and/or the provision of services to the holders
of, the Shares in the form of payments or additional payments to selected
broker-dealers who enter into Services Agreements with us. Accordingly, for your
Services in respect of Shares of any Fund the Manager of which has determined to
provide such additional support and has adopted a Supplemental Plan (a
"Supplemental Plan"), you will receive a supplemental fee (the "Supplemental
Fees"), as established by each particular Manager from time to time, subject to
the further provisions of this Agreement, the terms of the then current and
applicable Prospectus relating to such Shares and the instructions received by
us from such Manager. The Supplemental Fees, if any, in respect of Shares of a
particular Fund may be based on such factors as initial and/or current purchase
prices or net asset values of such Shares acquired by or held in the accounts of
your customers or certain customers and the periods for which such shares have
been held and may be subject to such other minimums as may be established by the
Managers or by us from time to time. Such Supplemental Fees shall be at 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 us at any time and
from time to time by notice thereof to you; provided, however, that in no event
shall any such fees be in excess of the current rates set forth in any form of
subsequent notice furnished to you by us or on our behalf, or by the Manager or
the Fund.
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 Supplemental Fees hereunder shall
be automatically suspended or terminated if and to the extent that payments from
the relevant Manager are suspended or terminated, or automatically reduced if
and to the extent that the corresponding rates of payments to be made from the
relevant Manager 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 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.
2
You understand and agree that we merely administer and forward payments
pursuant to the Supplemental Plans of the Managers 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:
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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:
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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:
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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:
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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:
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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
3
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:
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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:
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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)
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BROKER SERVICES AGREEMENT ACCEPTANCE
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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
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(Full Corporate Name of Broker)
By:
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(Name of Officer and Title)
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(Broker's Tax Identification No,)
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(Notice Address -- Please include name of compliance contact)
Date:
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5
APPENDIX A
SCHEDULE OF FEES
SUPPLEMENTAL FEES
Supplemental fees for sales of shares in the Funds set forth below will be
determined quarterly as of the end of each calendar quarter. Supplemental fees
will consist of the following:
(i) Once an account becomes a shareholder of the UAM Funds, a payment at an
annual rate of 20 basis points applied to the average daily net assets in
the account (excluding money market assets which will be paid at an annual
rate of 5 basis points of average daily net assets for such funds) for that
calendar quarter. These payments will be made after the completion of each
calendar quarter, based on the average daily net assets in the respective
accounts. Amounts related to investments for partial quarters will be
pro-rated based on the number of calendar days that the account is a
shareholder during that quarter.
(ii) Balances in a shareholder account exchanged into another shareholder
account or into another Portfolio of the Funds will continue to accrue and
be paid at the applicable rate, but in no event will any such payment
exceed the rate that would have been applicable had such exchange not
occurred.
A-1
Name of Fund
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Acadian Emerging Markets Portfolio (I) *
Analytic Defensive Equity Fund (I)
Analytic Enhanced Equity Fund (I)
Analytic Master Fixed Income Fund (I)
Analytic Short-Term Government Fund (I)
BHM&S Total Return Bond Portfolio (I)
Cambiar Opportunity Portfolio (I)
C&B Balanced Portfolio (I)
C&B Equity Portfolio (I)
C&B Equity Portfolio for Taxable Investors (I) *
C&B Mid Cap Equity Portfolio (I)
Chicago Asset Management Intermediate Bond Portfolio (I)
Chicago Asset Management Value/Contrarian Portfolio (I)
Clipper Focus Portfolio (I)
DSI Balanced Portfolio (I)
DSI Disciplined Value Portfolio (I)
DSI Limited Maturity Bond Portfolio (I)
DSI Money Market Portfolio (I)
DSI Small Cap Value Portfolio (I)
XXX Capital Preservation Portfolio (I) * +
FMA Small Company Portfolio (I)
FPA Crescent Portfolio (I)
Xxxxxx Equity Portfolio (I)
Xxxxxxx Real Estate Portfolio (I)
A-2
Xxxxxx International Octagon Portfolio (I)
XxXxx Domestic Equity Portfolio (I)
XxXxx International Equity Portfolio (I) *
XxXxx Small Cap Equity Portfolio (I) *
XxXxx U.S. Government Portfolio (I) *
MJI International Equity Portfolio (I)
NWQ Special Equity Portfolio (I)
Pell Xxxxxx Mid-Cap Growth Portfolio (I)
Rice, Hall, Xxxxx Xxxxx Cap Portfolio (I)
Rice, Hall, Xxxxx Xxxxx/Mid Cap Portfolio (I)
Sirach Bond Portfolio (I)
Sirach Equity Portfolio (I)
Sirach Growth Portfolio (I)
Sirach Special Equity Portfolio (I)
Sirach Strategic Balanced Portfolio (I)
Sterling Partners' Balanced Portfolio (I)
Sterling Partners' Equity Portfolio (I)
Sterling Partners' Small Cap Value Portfolio (I)
TS&W Balanced Portfolio (I)
TS&W Equity Portfolio (I)
TS&W Fixed Income Portfolio (I)
TS&W International Equity Portfolio (I) *
* Please note that these Portfolios have a redemption fee.
+ This Portfolio is offered to XXX accounts only.
A-3
UAM FUND DISTRIBUTORS, INC.
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UAM Fund Distributors, Inc., the distributor of the UAM Funds, Inc. and UAM
Funds Trust (collectively, the "Funds"), is a member of the National Securities
Clearing Corporation ("NSCC") Fund/Serv. Accordingly, transactions in shares of
portfolios of the Funds may be processed through Fund/Serv. If you are
interested in utilizing Fund/Serv, please provide the information requested
below.
Firm Name: ____________________________________
Address: ____________________________________
____________________________________
____________________________________
NSCC Dealer #: ______________________
NSCC Dealer Alpha Code: _______________________
NSCC Clearing #: _______________________
Phone Number: _______________________
Fax Number: _______________________
Mutual Fund Contact: _______________________
UAM Fund Distributors, Inc. has also executed and filed with the NSCC the
Investment Company Institute's ("ICI") Standard Networking Agreement. Provided
your firm has also executed and filed such agreement, Networking may be
utilized. If your firm wishes to utilize Networking, please complete the below
acknowledgment. By completing this acknowledgment, you agree that your firm will
participate in Networking under the terms of the ICI Standard Agreement.
Acknowledgment
Firm: ____________________________
A-4
By: _____________________________
Name:
Title:
Date:
A-5
