EXHIBIT M.2.
UAM FUND DISTRIBUTORS, INC.
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
_________________________________
SELLING DEALER AGREEMENT
UAM FUNDS, INC. AND UAM FUNDS TRUST
(Institutional Class Shares)
_________________________________
Dealer: ________________________
Gentlemen:
We invite you, as a selected dealer, to participate as principal in the
distribution of the Institutional 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:
-------------------------
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 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 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 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:
-------------------------------------
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:
------------
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.
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. Certain of the managers (the "Managers") of the Funds may, from
time to time, determine to provide 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
Selling Dealer Agreements with us. Accordingly, for your Services in respect of
Shares of any Fund the Manager of which has determined to provide such 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
2
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 may consist of a
conversion fee component, if any, and/or a new contribution 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 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 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.
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 Manager.
LEGAL COMPLIANCE:
----------------
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:
-----------------
3
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:
------------
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 "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:
--------
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
4
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)
5
SELECTED DEALER AGREEMENT ACCEPTANCE
------------------------------------
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.
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:___________________________________
6
APPENDIX A
SCHEDULE OF FEES
SUPPLEMENTAL FEES
(For Certain Defined Contribution Plans Only)
Supplemental fees for each broker-dealer will be determined quarterly as of
the end of each calendar quarter. Each quarterly fee shall consist of
conversion components, if any, and new contribution components, if any.
There shall be a conversion component with respect to each new shareholder
account established through the purchase of Shares of the Funds subject to the
further terms and conditions stated in this paragraph. The aggregate purchase
price of Shares of the Funds initially acquired by the account must have been at
least $1,000,000 and the account must have been in existence for at least one
full calendar quarter. The portion of the conversion component attributable to
the Shares of each Fund initially acquired by such account shall be calculated
by applying the quarterly rate of the conversion component for that Fund, as
specified below, to the aggregate purchase price of the Shares of that Fund
initially acquired. The amount so calculated shall be included in the fee with
respect to such account for each of the four (4) full calendar quarters
following the establishment of the account; provided, however, that such
conversion component shall not be payable with respect to, or included in the
fee for, any such quarter if, as of the last business day of such quarter, the
number of Shares of the Funds (adjusted, if necessary, to give effect to
exchanges) held in the account has been reduced to less than ninety (90) percent
of the number of Shares initially acquired by such account, nor shall a
conversion component be payable for any quarter subsequent thereto.
There shall be a new contribution component for each shareholder account
which existed at the beginning of a calendar quarter subject to the further
terms and conditions stated in this paragraph. The account must have made a
qualifying purchase of Shares of a Fund or Funds during the quarter concerned.
A qualifying purchase means an aggregate investment of at least $100,000 in the
Shares of the Funds. The portion of the new contribution component attributable
to the Shares of each Fund acquired by such account as part of a qualifying
purchase shall be calculated by applying the single payment rate of the new
contribution component for that Fund, as specified below, to the portion of the
qualifying purchase made in Shares of that Fund and aggregating the amounts for
all such Funds the Shares of which were included in such qualifying purchase.
The aggregate amount of the new contribution component so determined shall be
included in the supplemental fees for the single quarter concerned.
7
New
Conversion Contribution
Name of Fund Component Component
------------ ---------- ------------
Acadian Emerging Markets Portfolio (I) * 0.25%
Acadian International Equity Portfolio (I) * 0.25%
BHM&S Total Return Bond Portfolio (I) * 0.25%
C&B Balanced Portfolio (I) * 0.25%
C&B Equity Portfolio (I) * 0.25%
C&B Equity Portfolio for Taxable Investors(I) * 0.25%
C&B Mid Cap Equity Portfolio (I) * 0.25%
Chicago Asset Management Intermediate Bond
Portfolio (I) * 0.25%
Chicago Asset Management Value/Contrarian
Portfolio (I) * 0.25%
DSI Balanced Portfolio (I) * 0.25%
DSI Disciplined Value Portfolio (I) * 0.25%
DSI Limited Maturity Bond Portfolio (I) * 0.25%
FMA Small Company Portfolio (I) * 0.25%
ICM Equity Portfolio (I) * 0.25%
ICM Fixed Income Portfolio (I) * 0.25%
Xxxxxx International Octagon Portfolio (I) * 0.25%
XxXxx Domestic Equity Portfolio (I) * 0.25%
XxXxx International Equity Portfolio (I) * 0.25%
XxXxx Small Cap Equity Portfolio (I) * 0.25%
XxXxx U.S. Government Portfolio (I) * 0.25%
MJI International Equity Portfolio (I) * 0.25%
NWQ Balanced Portfolio (I) * 0.25%
NWQ Small Cap Value Portfolio (I) * 0.25%
NWQ Special Equity Portfolio (I) * 0.25%
NWQ Value Equity Portfolio (I) * 0.25%
Rice, Hall, Xxxxx Xxxxx Cap Portfolio (I) * 0.25%
Rice, Hall, Xxxxx Xxxxx/Mid Cap Portfolio (I) * 0.25%
SAMI Preferred Stock Income Portfolio (I) * 0.25%
Sirach Bond Portfolio (I) * 0.25%
8
Sirach Equity Portfolio (I) * 0.25%
Sirach Growth Portfolio (I) * 0.25%
Sirach Special Equity Portfolio (I) * 0.25%
Sirach Strategic Balanced Portfolio (I) * 0.25%
Sterling Partners' Balanced Portfolio (I) * 0.25%
Sterling Partners' Equity Portfolio (I) * 0.25%
Sterling Small Cap Value Portfolio (I) * 0.25%
TS&W Balanced Portfolio (I) * 0.25%
TS&W Equity Portfolio (I) * 0.25%
TS&W Fixed Income Portfolio (I) * 0.25%
TS&W International Equity Portfolio (I) * 0.25%
_____________________
* At the quarterly rate of 0.125% on the first $3,000,000 of initial assets and
0.0625% on the excess of such assets over $3,000,000.
9
UAM FUND DISTRIBUTORS, INC.
---------------------------
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: ____________________________
By: _____________________________
Name:
Title:
Date:
10
UAM FUND DISTRIBUTORS, INC.
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
_____________________________
SELLING DEALER AGREEMENT
UAM FUNDS, INC. AND UAM FUNDS TRUST
(Institutional Service Class Shares)
_____________________________
Dealer: ___________________.
Gentlemen:
We invite you, as a selected dealer, to participate as principal in the
distribution of the Institutional Service 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:
-------------------------
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 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 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 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
11
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:
-------------------------------------
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:
------------
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.
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.
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
12
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.
Supplemental Plans (For Certain Defined Contribution Plans):
------------------------------------------------------------
Certain of the managers (the "Managers") of the Funds may, from time
to time, determine to provide additional support, under certain
circumstances, 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 Selling
Dealer Agreements with us. Such additional payments will be made only when
the Shares are used as part of a defined contribution product, and you
provide, or cause to be provided, additional support to the defined
contribution plan, its sponsors, or its participants with respect to such
things as investment selection, investment style, and other characteristics
such as performance of the Funds. Accordingly, for providing such
additional 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 may 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 may consist of a
conversion fee component, if any, and/or a new contribution 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 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 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 (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
13
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/or 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:
----------------
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:
-----------------
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:
---------------------------
14
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:
------------
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 "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:
--------
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.
15
UAM FUND DISTRIBUTORS, INC.
BY:___________________________________
(Name of Officer and Title)
16
SELECTED DEALER AGREEMENT ACCEPTANCE
------------------------------------
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:___________________________________
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
------------ ------------ ---------
BHM&S Total Return Bond Portfolio (IS) 0.00% 0.25%
DSI Disciplined Value Portfolio (IS) 0.00% 0.25%
FMA Small Company Portfolio (IS) 0.15% 0.25%
FPA Crescent Portfolio (IS) 0.00% 0.25%
17
MJI International Equity Portfolio (IS) 0.00% 0.25%
NWQ Balanced Portfolio (IS) 0.15% 0.25%
NWQ Value Equity Portfolio (IS) 0.15% 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%
Sirach Strategic Balanced Portfolio (IS) 0.00% 0.25%
Sterling Partners' Balanced Portfolio (IS) 0.00% 0.25%
Sterling Partners' Equity Portfolio (IS) 0.00% 0.25%
TJ Core Equity Portfolio (IS) 0.00% 0.25%
18
SUPPLEMENTAL FEES
(For Certain Defined Contribution Plans Only)
Supplemental fees for each broker-dealer will be determined quarterly as of
the end of each calendar quarter. Each quarterly fee shall consist of
conversion components, if any, and new contribution components, if any.
There shall be a conversion component with respect to each new shareholder
account established through the purchase of Shares of the Funds subject to the
further terms and conditions stated in this paragraph. The aggregate purchase
price of Shares of the Funds initially acquired by the account must have been at
least $1,000,000 and the account must have been in existence for at least one
full calendar quarter. The portion of the conversion component attributable to
the Shares of each Fund initially acquired by such account shall be calculated
by applying the quarterly rate of the conversion component for that Fund, as
specified below, to the aggregate purchase price of the Shares of that Fund
initially acquired. The amount so calculated shall be included in the fee with
respect to such account for each of the four (4) full calendar quarters
following the establishment of the account; provided, however, that such
conversion component shall not be payable with respect to, or included in the
fee for, any such quarter if, as of the last business day of such quarter, the
number of Shares of the Funds (adjusted, if necessary, to give effect to
exchanges) held in the account has been reduced to less than ninety (90) percent
of the number of Shares initially acquired by such account, nor shall a
conversion component be payable for any quarter subsequent thereto.
There shall be a new contribution component for each shareholder account
which existed at the beginning of a calendar quarter subject to the further
terms and conditions stated in this paragraph. The account must have made a
qualifying purchase of Shares of a Fund or Funds during the quarter concerned.
A qualifying purchase means an aggregate investment of at least $100,000 in the
Shares of the Funds. The portion of the new contribution component attributable
to the Shares of each Fund acquired by such account as part of a qualifying
purchase shall be calculated by applying the single payment rate of the new
contribution component for that Fund, as specified below, to the portion of the
qualifying purchase made in Shares of that Fund and aggregating the amounts for
all such Funds the Shares of which were included in such qualifying purchase.
The aggregate amount of the new contribution component so determined shall be
included in the supplemental fees for the single quarter concerned.
New
Conversion Contribution
Name of Fund Component Component
------------ ---------- ------------
BHM&S Total Return Bond Portfolio (IS) * 0.25%
DSI Disciplined Value Portfolio (IS) * 0.25%
FMA Small Company Portfolio (IS) * 0.25%
MJI International Equity Portfolio (IS) * 0.25%
NWQ Small Cap Value Portfolio (IS) * 0.25%
00
XXX Xxxxxxx Xxxxxx Xxxxxxxxx (XX) * 0.25%
NWQ Balanced Portfolio (IS) * 0.25%
NWQ Value Equity Portfolio (IS) * 0.25%
Sirach Equity Portfolio (IS) * 0.25%
Sirach Growth Portfolio (IS) * 0.25%
Sirach Special Equity Portfolio (IS) * 0.25%
Sirach Strategic Balanced Portfolio (IS) * 0.25%
Sterling Partners' Balanced Portfolio (IS) * 0.25%
Sterling Partners' Equity Portfolio (IS) * 0.25%
Sterling Partners' Small Cap Value Portfolio (IS) * 0.25%
TJ Core Equity Portfolio (IS) * 0.25%
_____________________
* At the quarterly rate of 0.125% on the first $3,000,000 of initial assets and
0.0625% on the excess of such assets over $3,000,000.
20
