UAM FUND DISTRIBUTORS, INC.
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
____________________________
SELLING DEALER AGREEMENT
UAM FUNDS, INC. AND UAM FUNDS TRUST
(Advisor Class Shares)
____________________________
Dealer:___________________________
Gentlemen:
We invite you, as a selected dealer, to participate as principal in the
distribution of the Advisor Class Shares (the "Shares") of the Portfolios of UAM
Funds, Inc. 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.
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.
You will receive the sales charge, dealer commission or dealer concession
applicable to any sales of Shares by you and accepted by us as set forth in the
Prospectus and Statement Of Additional Information. You agree that you will not
combine customer orders to reach breakpoints in commissions for any purpose
unless authorized by the Prospectus or in writing by us. The public offering
price may reflect scheduled variations in, or the elimination of, the sales
charge on sales of Shares either to the general public or in connection with
special purchase plans, as described in the Prospectus and Statement of
Additional Information. You agree that you will apply any scheduled variation
in, or elimination of, the sales charge uniformly to all offerees in the class
specified in the Prospectus and Statement of Additional Information. We may
change all commissions and concessions without notice.
SALES, ORDERS AND CONFIRMATIONS:
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In offering Fund Shares to the public or otherwise, you shall 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
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the Shares of 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 for the same number of Shares sold by you
at the price at which such Shares are sold. You agree that you will not
purchase Shares except for investment or for the purpose of covering purchase
orders already received and that you will not, as principal, sell Fund Shares
unless purchased by you from the Fund under the terms hereof. You also agree
that you will not withhold placing with us orders received from your customers
so as to profit yourself from such withholding. Each of your orders shall be
confirmed by you in writing on the same day.
PAYMENT AND ISSUANCE OF CERTIFICATES:
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The Shares purchased by you 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 unless a specific request is received
from the purchaser. Certificates, if requested, will be issued in the names
indicated by registration instructions accompanying your payment.
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. You shall not repurchase any Shares from your
customers at a price below that next quoted by the Fund for redemption. You may
hold such repurchased Shares for investment purposes or submit such Shares to
the Fund for redemption.
If the Fund redeems or we, as agent for the Fund, repurchases any of the
Shares sold through you hereunder within seven business days after confirmation
of the original purchase, you will forfeit your right to the entire dealer
concession and related commission, if any, received by you on such Shares. We
will notify you of such repurchase or redemption within ten business days from
the date thereof and you shall forthwith refund to us the entire concession or
commission on such sale. In the event of any such repurchase or redemption, we
will upon receipt from you of the refund of the concession allowed to you, pay
such refund to the Fund forthwith.
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DISTRIBUTION AND/OR SERVICE FEES:
---------------------------------
We expect you to provide distribution and marketing services (the
"Services") in the promotion of the sale of the Shares of such Fund and the
retention of assets by such Fund and/or services and assistance 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.
Shares of each Fund have adopted a Distribution Plan under Rule 12b-1 (a
"12b-1 Plan) of the Investment Company Act of 1940 (the "1940 Act"). A 12b-1
Plan permits Shares of a Fund to pay a fee (a "12b-1 Fee") based on the net
asset value of such Shares held in the accounts of your customers, provided that
such Shares have an aggregate net asset value of at least the minimum amount
that we may establish from time to time. The 12b-1 Fee may consist of a
distribution fee component and/or a service fee component. The Funds and we
will establish the rates of each component in accordance with the applicable
12b-1 Plan, the provisions of this Agreement and the terms of the then current
prospectus relating to such Shares. We will provide the rates for each
component, as applicable, in the schedule of fees set forth in Appendix A
attached hereto. The Fund or we may amend the schedule of fees set forth in
Appendix A at any time by notice thereof to you. Neither component may exceed
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. For your
services concerning Shares of any Fund, you will receive the service component
of the 12b-1.
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 (i) 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; and (ii) 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.
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.
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LEGAL COMPLIANCE:
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This Agreement and any transaction with, or payments to, you pursuant to
the terms hereof is conditioned on each party's representation to the other
party that, as of the date of this Agreement it is, and at all times during the
effectiveness of this Agreement it will be, a registered broker-dealer under the
Securities Exchange Act of 1934, as amended, and qualified under applicable
state securities laws in each jurisdiction in which the actions contemplated to
be taken by it under this Agreement require it to be qualified to act as a
broker-dealer in securities, and a member in good standing of the National
Association of Securities Dealers, Inc. (the "NASD"). Each party agrees to
notify the other promptly in writing and immediately suspend sales of Shares if
this representation ceases to be true. Each party also agrees that it 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, and that each
party will maintain adequate records with respect to its transactions with the
other 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:
General Counsel. 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 any amounts otherwise owing to us or
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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 "Offering Price to
Public," "Distribution and/or 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 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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SELECTED DEALER 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 Selected Dealer 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
Selected Dealer Agreement, it has relied on such Prospectuses and not on any
other statement whatsoever, written or oral.
INVESTMENT DEALER PLEASE SIGN HERE AND COMPLETE BELOW
__________________________________________
(Full Corporate Name of Broker-Dealer)
By:________________________________________
(Name of Officer and Title)
__________________________________________
(Broker-Dealer's Tax Identification No,)
__________________________________________
(Notice Address -- Please include name of
compliance contact)
Date:______________________________________
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APPENDIX A
SCHEDULE OF FEES
12B-1 FEES
A separate fee for each Fund will be determined quarterly based on the
annual rate set forth below.
Service
Name of Fund Component
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Xxxxxxx Real Estate Portfolio 0.25%
X-0
XXXXXXXX X
SCHEDULE OF FEES
SALES CHARGES
We will reallow to you up to 4.00% of the purchase price of Shares sold by you.
B-1
