DISTRIBUTION AGREEMENT
BETWEEN
UAM FUND DISTRIBUTORS, INC.
AND
UAM FUNDS, INC. II
THIS AGREEMENT entered into the 6th day of April, 1999, by and between UAM
FUNDS, INC. II, a Maryland Corporation, with an office located at ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Fund"), and UAM FUND DISTRIBUTORS,
INC., a Massachusetts corporation with its principal office located at ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (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 Directors; 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:
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 Articles of Incorporation, 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 Articles of Incorporation, 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.
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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 Articles of
Incorporation and By-Laws of the Fund.
(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 Articles
of Incorporation 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 Directors, and the Directors 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 April 6, 1999 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 Directors of the Fund, and of the Directors 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 Directors
of the Fund who are not interested persons of the Fund and have no direct or
indirect financial
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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.
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 directors or shareholders liable
for any loss sustained by the Fund or the Fund's officers, directors 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.
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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, INC. II
_______________________________ _______________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer
Attest: UAM FUND DISTRIBUTORS, INC.
_______________________________ _______________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President and
General Counsel
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