Exhibit (d)(8)
INTERIM INVESTMENT ADVISORY AGREEMENT
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UAM FUNDS, INC.
XxXXX SMALL CAP EQUITY PORTFOLIO
AGREEMENT made this 9/th/ day of January, 2002 by and between UAM Funds,
Inc., a Maryland corporation (the "Fund"), and X.X. XxXxx, L.P., a Pennsylvania
limited partnership, (the "Adviser").
1. Duties of Adviser. The Fund hereby appoints the Adviser to act as
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investment adviser to the Fund's XxXxx Small Cap Equity Portfolio (the
"Portfolio") for the period and on such terms as set forth in this Agreement.
The Fund employs the Adviser to manage the investment and reinvestment of the
assets of the Portfolio, to continuously review, supervise and administer the
investment program of the Portfolio, to determine in its discretion the
securities to be purchased or sold and the portion of the Portfolio's assets to
be held uninvested, to provide the Fund with records concerning the Adviser's
activities which the Fund is required to maintain, and to render regular reports
to the Fund's officers and Board of Directors concerning the Adviser's discharge
of the foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Directors of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.
2. Portfolio Transactions. The Adviser is authorized to select the
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brokers or dealers that will execute the purchases and sales of securities of
the Portfolio and is directed to use its best efforts to obtain the best
available price and most favorable execution, except as prescribed herein.
Subject to policies established by the Board of Directors of the Fund, the
Adviser may also be authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available, if the
Adviser determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Adviser's overall responsibilities with respect to the Fund. The execution of
such transactions shall not be deemed to represent an unlawful act or breach of
any duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Directors of the Fund such information relating
to portfolio transactions as they may reasonably request.
3. Compensation of the Adviser.
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a. For the services to be rendered by the Adviser as provided in
Section 1 of this Agreement, the Fund shall pay to the Adviser in
monthly installments, an advisory fee calculated by applying the
following annual percentage rate to the Fund's average daily net
assets for the month 1.00%.
In the event of termination of this Agreement, the fee provided
in this Section shall be computed on the basis of the period ending on
the last business day on which this Agreement is in effect subject to
a pro rata adjustment based on the number of days elapsed in the
current fiscal month as a percentage of the total number of days in
such month.
b. Notwithstanding any provisions of this Agreement, the fees earned
by the Adviser under this Agreement shall be held in an interest-
bearing escrow account with the Fund's custodian or a bank mutually
agreed upon by the Adviser and the Fund. If a majority of the
outstanding voting securities of the Fund approve a new Advisory
Agreement (the "New Agreement") within 150 days from the Closing (as
defined in Section 9), the amount in the escrow account (including
interest earned) will be paid to the Adviser. If a majority of the
Fund's outstanding voting securities do not approve the New Agreement
with the Adviser, the Adviser will be paid, out of the escrow account,
with respect to the Portfolio, the lesser of (i) any costs incurred in
performing the Agreement (plus interest earned on the amount while in
escrow) or (ii) the total amount in the escrow account (plus interest
earned) pursuant to this Agreement.
4. Other Services. At the request of the Fund, the Adviser in its
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discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office facilities, equipment, personnel and
services shall be provided for or rendered by the Adviser and billed to the Fund
at the Adviser's cost.
5. Reports. The Fund and the Adviser agree to furnish to each other
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current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.
6. Status of Adviser. The services of the Adviser to the Fund are
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not to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Fund are not impaired thereby.
7. Liability of Adviser. In the absence of (i) willful misfeasance,
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bad faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended
("1940 Act")), the Adviser shall not be subject to any liability whatsoever to
the Fund, or to any shareholder of the Fund, for any error or judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Portfolio.
8. Permissible Interests.
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a. Subject to and in accordance with the Articles of Incorporation of
the Fund and the limited partnership agreement of the Adviser,
Directors, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as partners,
officers, agents, shareholders or otherwise; partners, officers,
agents and shareholders of the Adviser are or may be interested in the
Fund as Directors, officers, agents, shareholders or otherwise; and
the Adviser (or any successor) is or may be interested in the Fund as
a shareholder or
otherwise; and the effect of any such interrelationships shall be
governed by said Articles of Incorporation for the Fund or the limited
partnership agreement for the Adviser and the provisions of the 1940
Act.
b. Notwithstanding paragraph (a) above, a majority of the Fund's
Directors may not be interested in the Adviser (or any successor
thereof). Disinterested Directors shall select and nominate any other
disinterested Director(s) of the Fund. Any person who acts as legal
counsel for the disinterested Directors of the Fund shall be
independent legal counsel.
9. Duration and Termination. Unless sooner terminated, this
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Agreement shall take effect upon Closing (as defined below) and shall continue
in effect until the earlier to occur of (i) 150 days from the date hereof or
(ii) receipt of approval by shareholders of the Portfolio of the New Agreement
between the Fund, on behalf of the Portfolio, and the Adviser. "Closing" shall
mean the closing of the acquisition of X.X. XxXxx & Co., Inc. from Old Mutual
(US) Holdings Inc. by X.X. XxXxx, L.P. The Fund's Board of Directors or a
majority of the Portfolio's outstanding voting securities may terminate this
Agreement at any time, without the payment of any penalty, upon 10 days written
notice to the Adviser. This Agreement will automatically and immediately
terminate in the event of its assignment. Any notice under this Agreement shall
be given in writing, addressed and delivered or mailed postpaid, to the other
party at the principal office of such party.
As used in this Section 9, the terms "assignment" and "a vote of a
majority of the outstanding voting securities" shall have the respective
meanings set forth in Section 2(a)(4) and Section 2(a)(42) of the 1940 Act, as
amended.
10. Amendment of Agreement. This Agreement may be amended by mutual
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consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Directors of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) for changes
or amendments requiring shareholder approval pursuant to the 1940 Act or other
applicable law, by vote of a majority of the outstanding voting securities of
the Portfolio.
11. Severability. If any provisions of this Agreement shall be held
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or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of this 9/th/ day of January, 2002.
X.X. XxXXX, L.P. UAM FUNDS, INC.
By; X.X. XxXxx, LLC, as General Partner
By: /s/ Xxxxxx X. Xxxxxx By: /s/Xxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx
Title: Member Title: Vice President
