EXHIBIT E.1.
DISTRIBUTION AGREEMENT
BETWEEN
UAM FUND DISTRIBUTORS, INC.
AND
UAM FUNDS TRUST
THIS AGREEMENT entered into the 20th day of June, 1996, by and between
UAM FUNDS TRUST, a Delaware business trust, with an office located at 00 Xxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Fund"), and UAM FUND DISTRIBUTORS,
INC., a Massachusetts corporation with its principal office located at 000
Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Distributor").
W I T N E S S E T H:
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In consideration of the mutual covenants and agreements of the parties
hereto, the parties intending to be bound, mutually covenant and agree with each
other as follows:
1. The Fund hereby appoints the distributor as agent of the Fund to
effect the sale and public distribution of shares of the capital stock of the
Fund.
2. The Fund shall compensate the distributor for its services
rendered pursuant to the Fund's Rule 12b-1 Distribution Plan as adopted by
various portfolios or classes of the portfolios of the Fund pursuant to
Investment Company Act Rule 12b-1, a copy of which, as presently in force, is
attached hereto.
3. The Distributor shall be the agent for the Fund for the sale of
its shares either through dealers or otherwise and the Fund agrees that it will
not sell any shares to any person except to fill orders for the shares received
through the distributor; provided, however, that the foregoing shall not apply:
(a) to shares issued or sold in connection with the merger or consolidation of
any other investment company with the Fund or the acquisition by purchase or
otherwise of all or substantially all of the assets of any investment company or
substantially all of the outstanding shares of any such company by the Fund; (b)
to shares which may be offered by the Fund to its stockholders for reinvestment
of cash distributed from capital gains or net investment income of the Fund; (c)
to shares which may be issued to shareholders of a series of the Fund who
exercise any exchange privilege set forth in a Prospectus of the Fund; (d) to
shares issued to existing stockholders as the result of a stock split; (e) to
shares which the Fund otherwise may issue directly to registered stockholders
pursuant to authority of its Board of Trustees; or (f) shares sold in any
jurisdiction in which the Distributor is not registered as a broker-dealer.
4. The Fund hereby authorizes the Distributor to sell its shares in
accordance with the following schedule of prices:
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The applicable price will be the respective public offering price
applicable to each portfolio of the Fund or class of a Portfolio of the
Fund next effective after receipt and acceptance by the Fund of a proper
offer to purchase, determined in accordance with the Agreement and
Declaration of Trust, By-Laws, Registration Statement and Prospectus for
the portfolios and classes of portfolios of the Fund.
5. Orders for the purchase of shares placed by the Distributor shall
be subject to the provisions of Rule 2830 of the Conduct Rules of the NASD, the
provisions of which are hereby incorporated by reference.
6. The Fund agrees to prepare and file registration statements with
the Securities and Exchange Commission and the Securities Departments of various
states and other jurisdictions in which the shares may be offered, at its own
expense, and do such other things and to take such other actions as may be
mutually agreed upon by and between the parties as shall be reasonably necessary
in order to effect the registration and the sale of the Fund's shares. The
Distributor shall cooperate with the Fund in the preparation and filing of
applications for registration and qualification of the shares under applicable
law.
7. With respect to the apportionment of costs between the Fund and
the Distributor of activities with which both are concerned, the following will
apply:
(a) At its own expense, the Fund shall pay all costs incurred in
the preparation and mailing of the Fund's current Prospectuses, Statements of
Additional Information and reports to stockholders.
(b) The Distributor will pay the costs incurred in printing and
mailing copies of Prospectuses to prospective investors.
(c) The Distributor will pay advertising and promotional
expenses, including the costs of literature sent to prospective investors.
(d) The Distributor will pay the costs of any additional copies
of Fund financial and other reports and other Fund literature supplied to the
Distributor by the Fund for sales promotion purposes.
8. Normally, the Fund shall not exercise any direction or control
over the time and place of solicitation, the persons to be solicited, or the
manner of solicitation; but the Distributor agrees that solicitations shall be
in a form acceptable to the Fund and shall be subject to such terms and
conditions as may be prescribed from time to time by the Fund, the Registration
Statement, the Prospectuses, the Agreement and Declaration of Trust, and By-Laws
of the Fund, and shall not violate any provision of the laws of the United
States or any other jurisdiction to which solicitations are subject, or violate
any rule or regulation promulgated by any lawfully constituted authority to
which the Fund or Distributor may be subject.
9. (a) The Fund appoints and designates the Distributor as agent of
the Fund and the Distributor accepts such appointment as such agent, to
repurchase shares of the Fund in accordance with the provisions of the Agreement
and Declaration of Trust and By-Laws of the Fund.
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(b) In connection with such redemptions or repurchases the Fund
authorizes and designates the Distributor to take any action, to make any
adjustments in net asset value, and to make any arrangements for the payment of
the redemption or repurchase price authorized or permitted to be taken or made
in accordance with the Investment Company Act of 1940 and as set forth in the
By-Laws and then current Prospectuses of the Fund.
(c) The authority of the Distributor under this paragraph 9 may,
with the consent of the Fund, be redelegated in whole or in part to another
person or firm.
(d) The authority granted in this paragraph 9 may be suspended
by the Fund at any time or from time to time pursuant to the provisions of its
Agreement and Declaration of Trust until further notice to the Distributor. The
President or any Vice President of the Fund shall have the power granted by said
provisions. After any such suspension the authority granted to the Distributor
by this paragraph 9 shall be reinstated only by a written instrument executed by
the Fund's President or any Vice President.
10. The Distributor shall keep and maintain adequate records in
respect of its activities which further the sale of shares. The Distributor is
authorized to direct the disposition of monies payable by the Fund pursuant to
the Fund's Rule 12b-1 Plan and, consequently, the Distributor shall provide to
the Fund's Board of Trustees, and the Trustees shall review, at least quarterly,
a written report of the amounts so expended and the purposes for which such
expenditures were made.
11. The Distributor agrees that it will not place orders for more
shares than are required to fill the requests received by it as agent of the
Fund and that it will expeditiously transmit all such orders to the Fund.
12. (a) This Agreement shall become effective June 20, 1996 and
shall continue in effect for a period of more than one year from its effective
date only as long as such continuance is approved, at least annually, by a vote
of the Board of Trustees of the Fund, and of the Trustees who are not
"Interested persons" of the Fund and have no direct or indirect financial
interest in the operation of the Fund's Rule 12b-1 Distribution Plan or in any
agreements related to the Fund's Rule 12b-1 Distribution Plan, cast in person at
a meeting called for the purpose of voting on such Agreement.
(b) This Agreement may be terminated at any time, without the
payment of any penalty, by vote of a majority of the members of the Board of
Trustees of the Fund who are not interested persons of the Fund and have no
direct or indirect financial interest in the operation of the Fund's Rule 12b-1
Distribution Plan or in any agreements related to the Fund's Rule 12b-1
Distribution Plan or by vote of a majority of the outstanding voting securities
of the Fund on not more than sixty days' written notice to the Distributor. This
Agreement shall automatically terminate in the event of its assignment by the
Distributor unless the United States Securities and Exchange Commission has
issued an order exempting the Fund and the Distributor from the provisions of
the Investment Company Act of 1940, as amended, which would otherwise have
effected the termination of this Agreement.
13. No amendment to this Agreement shall be executed or become
effective unless its terms have been approved in the manner described in
paragraph 12(a) above for approval of this Agreement.
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14. The Fund and the Distributor hereby each agree that all
literature and publicity issued by either of them referring directly or
indirectly to the Fund or to the Distributor shall be submitted to and receive
the approval of the Fund and the Distributor before the same may be used by
either party.
15. The Distributor agrees to use its best efforts in effecting the
sale and public distribution of the shares of the Fund and to perform its duties
in redeeming the shares of the Fund, but nothing contained in this Agreement
shall make the Distributor or any of its officers and trustees or shareholders
liable for any loss sustained by the Fund or the Fund's officers, trustees or
shareholders, or by any other person on account of any act done or omitted to be
done by the Distributor under this Agreement; provided, that nothing herein
contained shall protect the Distributor against any liability to the Fund or to
any of its shareholders to which the Distributor would otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the performance
of its duties as Distributor or by reason of its reckless disregard of its
obligations or duties as Distributor under this Agreement. Nothing in this
Agreement shall protect the Distributor from any liabilities which it may have
under the Securities Act of 1933 or the Investment Company Act of 1940.
16. As used in this Agreement the terms "interested persons,"
"assignment," and "majority of the outstanding voting securities" shall have the
respective meanings specified in the Investment Company Act of 1940 as now in
effect.
17. This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, except to the extent such laws are preempted
by the Investment Company Act of 1940.
18. Any notice required to be given hereunder shall be sent via first
class mail to the address of the party as set forth above.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers on the day and year above written.
Attest: UAM FUNDS TRUST
/s/ Xxxxxxx X. XxXxx /s/ Norton X. Xxxxxx
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Xxxxxxx X. XxXxx, Secretary Norton X. Xxxxxx, President
Attest: UAM FUND DISTRIBUTORS, INC.
/s/ Xxxxxxx X. XxXxx /s/ Xxxx Xxxxxx
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Xxxxxxx X. XxXxx, Secretary Xxxx Xxxxxx, President
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