Exhibit 9(B)
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MUTUAL FUNDS SERVICE AGREEMENT
. Sub-Fund administration Services
. Sub-Fund Accounting Services
. Sub-Transfer Agency Services
UAM FUNDS, INC.
June 30, 1997
MUTUAL FUNDS SERVICE AGREEMENT
Table of Contents
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Section/Paragraph Page
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1. Appointment............................................ 1
2. Representations and Warranties......................... 2
3. Delivery of Documents.................................. 3
4. Services Provided...................................... 4
5. Fees; Expenses; Expense Reimbursement.................. 5
6 Proprietary and Confidential Information............... 8
7. Duties, Responsibilities and Limitation of Liability... 8
8. Term................................................... 10
9. Notices................................................ 11
10. Assignability.......................................... 11
11. Waiver................................................. 12
12. Force Majeure.......................................... 12
13. Amendments............................................. 12
14. Severability........................................... 13
15. Governing Law.......................................... 13
Signatures................................................. 13
MUTUAL FUNDS SERVICE AGREEMENT
Table of Contents (continued)
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Section/Paragraph Page
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Schedule A -- Fees and Expenses............................. A-1
Schedule B -- Fund Sub-Administration Services Description.. B-1
Schedule C -- Fund Sub-Accounting Services Description...... C-1
Schedule D -- Sub-Transfer Agency Services Description...... D-1
Schedule E -- Service Quality Standards..................... E-1
MUTUAL FUNDS SERVICE AGREEMENT
AGREEMENT made as of June 30, 1997 by and between UAM FUND SERVICES,
INC. ("UAMFSI"), a Delaware corporation, and CHASE GLOBAL FUNDS SERVICES COMPANY
("Chase"), a Delaware corporation.
W I T N E S S E T H:
WHEREAS, UAM Funds, Inc. (the "Fund") is registered as an open-end
management, investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), and currently offers for sale to investors its shares
in several investment portfolios ("Portfolios") and classes of such Portfolios
("Classes");
WHEREAS, UAMFSI is responsible for the provision of certain fund
administration, fund accounting and transfer agent services with respect to the
Fund pursuant to the Agreement between UAMFSI and the Fund dated April 15, 1996
(the "Administration Agreement"); and
WHEREAS, UAMFSI wishes to retain Chase to provide certain fund sub-
administration, sub-accounting and sub-transfer agent services with respect to
the Fund, and Chase is willing to furnish such services;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. UAMFSI hereby appoints Chase to provide certain fund
sub-administration, sub-accounting and sub-transfer agent services for the Fund,
subject to the supervision of UAMFSI and the Board of Directors of the Fund (the
"Board"), for the period and on the terms set forth in this Agreement. Chase
accepts such appointment and agrees to furnish the services herein set forth in
return for the compensation as provided in Paragraph 5, of and Schedule A, to
this Agreement.
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2. Representations and Warranties.
(a) Chase represents and warrants to UAMFSI that:
(i) Chase is a corporation existing under the laws of
the State of Delaware;
(ii) Chase is duly qualified to carry on its business in
the Commonwealth of Massachusetts;
(iii) Chase is empowered under applicable laws and by its
Certificate of Incorporation and By-Laws to enter into and perform this
Agreement;
(iv) all requisite corporate proceedings have been taken
to authorize Chase to enter into and perform this Agreement;
(v) Chase has, and will continue to have, access to the
facilities, personnel and equipment required to fully perform its duties and
obligations hereunder;
(vi) Chase is registered as a transfer agent pursuant to
Section 17A of the Securities Exchange Act of 1934;
(vii) no legal or administrative proceedings have been
instituted or threatened which would impair Chase's ability to perform its
duties and obligations under this Agreement; and
(viii) Chase's entrance into this Agreement shall not cause
a material breach or be in material conflict with any other agreement or
obligation of Chase or any law or regulation applicable to Chase.
(b) UAMFSI represents and warrants to Chase that:
(i) UAMFSI is a corporation existing under the laws of
the State of Delaware;
(ii) UAMFSI is duly qualified to carry on its business in
the Commonwealth of Massachusetts;
(iii) UAMFSI is empowered under applicable laws and by its
Certificate of Incorporation and By-Laws to enter into and perform this
Agreement;
(iv) all requisite corporate proceedings have been taken
to authorize UAMFSI to enter into and perform this Agreement;
(v) UAMFSI has, and will continue to have, access to the
facilities, personnel and equipment required to fully perform its duties and
obligations hereunder;
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(vi) no legal or administrative proceedings have been
instituted or threatened which would impair UAMFSI's ability to perform its
duties and obligations under this Agreement; and
(vii) UAMFSI's entrance into this Agreement shall not
cause a material breach or be in material conflict with any other agreement or
obligation of UAMFSI or any law or regulation applicable to UAMFSI;
(c) UAMFSI represents and warrants to Chase with respect to the
Fund that:
(i) the Fund is a Maryland corporation, duly organized
and existing and in good standing under the laws of the State of Maryland;
(ii) the Fund is an investment company properly
registered under the 1940 Act;
(iii) a registration statement for the Fund under the
Securities Act of 1933, as amended ("1933 Act") and the 1940 Act on Form N-1A
has been filed and will be effective and will remain effective during the term
of this Agreement, and all necessary filings under the laws of the states will
have been made and will be current during the term of this Agreement; and
(iv) that outside counsel to the Fund has represented
that the Fund's registration statements comply in all material respects with the
Securities Act of 1933 ("1933 Act") and the 1940 Act (including the rules and
regulations thereunder) and none of the Fund's prospectuses contain any untrue
statement of material fact or omit to state a material fact necessary to make
the statements therein not misleading.
3. Delivery of Documents. UAMFSI will promptly furnish to Chase such
copies, properly certified or authenticated, of contracts, documents and other
related information that Chase may reasonably request or require to properly
discharge its duties. Such documents may include but are not limited to the
following:
(a) Resolutions of the Fund's Board authorizing the
appointment of UAMFSI to provide certain fund administration, fund accounting
and transfer agency services to the Fund and approving this Agreement;
(b) UAMFSI's and the Fund's Articles of Incorporation;
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(c) UAMFSI's and the Fund's By-Laws;
(d) Authorization by the Fund contained in the Administration
Agreement allowing UAMFSI to make representations to Chase on its behalf;
(e) The Fund's Notification of Registration on Form N-8A under
the 1940 Act, as filed with the Securities and Exchange Commission ("SEC");
(f) The Fund's registration statement including exhibits, as
amended, on Form N-1A (the "Registration Statement") under the 1933 Act and the
1940 Act, as filed with the SEC;
(g) Copies of the Investment Advisory Agreements between the
Fund and its investment advisers (the "Advisory Agreements");
(h) Opinions of counsel and auditors' reports;
(i) The Fund's Prospectus(es) and Statement(s) of Additional
Information relating to all Portfolios and all amendments and supplements
thereto (such Prospectus(es) and Statement(s) of Additional Information and
supplements thereto, as presently in effect and as from time to time hereafter
amended and supplemented, herein called the "Prospectuses"); and
(j) Such other agreements as the Fund may enter into from time
to time which may be relevant to the performance of Chase's duties and
obligations under the terms of this Agreement, including securities lending
agreements, futures and commodities account agreements, brokerage agreements,
and options agreements.
4. Services Provided
(a) Chase will provide the following services subject to the
control, direction and supervision of UAMFSI and the Fund's Board and in
compliance with the objectives, policies and limitations set forth in the Fund's
Registration Statement, Articles of Incorporation and By-Laws; applicable laws
and regulations; and all resolutions and policies implemented by the Board:
(i) Fund Sub-Administration
(ii) Sub- Accounting
(iii) Sub-Transfer Agency
A description of each of the above services is contained in Schedules B, C, and
D respectively, to this Agreement.
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(b) Chase will also:
(i) provide office facilities with respect to the
provision of the services contemplated herein (which may be in the offices of
Chase or a corporate affiliate of Chase );
(ii) provide the services of individuals to serve as
officers of the Fund who will be designated by Chase with the approval of
UAMFSI, and elected by the Board;
(iii) provide or otherwise obtain personnel sufficient for
provision of the services contemplated herein;
(iv) furnish equipment and other materials, which Chase
believes are necessary or desirable for provision of the services contemplated
herein; and
(v) keep records relating to the services provided
hereunder in such form and manner as set forth in Schedules B, C and D in
accordance with the 1940 Act. To the extent required by Section 31 of the 1940
Act and the rules thereunder, Chase agrees that all such records prepared or
maintained by Chase relating to the services provided hereunder are the property
of UAMFSI and the Fund and will be preserved for the periods prescribed under
Rule 31a-2 under the 1940 Act, maintained at UAMFSI's and/or the Fund's expense,
and made available in accordance with such Section and rules. Chase further
agrees to surrender promptly to UAMFSI or the Fund upon its request and cease to
retain in its records and files those records and documents created and
maintained by Chase pursuant to this Agreement, unless otherwise required by
law. Chase will provide a copy of such records to UAMFSI, upon request, in a
mutually agreed upon electronic format.
5. Fees; Expenses; Expense Reimbursement.
(a) As compensation for the services rendered to the Fund and
UAMFSI pursuant to this Agreement, UAMFSI shall pay Chase monthly fees
determined as set forth in Schedule A to this Agreement. Such fees are to be
billed monthly and shall be due and payable upon receipt of the invoice. Upon
any termination of this Agreement before the end of any month, the fee for the
part of the month before such termination shall be prorated according to the
proportion which such part bears to the full monthly period and shall be payable
upon the date of termination of this Agreement.
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(b) For the purpose of determining fees calculated as a
function of the Fund's assets, the value of the Fund's assets and net assets
shall be computed as required by its currently effective Prospectus, generally
accepted accounting principles, and resolutions of the Fund's Board.
(c) Chase may, in its sole discretion, from time to time employ
or associate with such person or persons as may be appropriate to assist Chase
in the performance of this Agreement. Such person or persons may be officers and
employees who are employed or designated as officers by both Chase and the Fund.
The compensation of such person or persons for such employment shall be paid by
Chase and no obligation will be incurred by or on behalf of the Fund or UAMFSI
in such respect.
(d) UAMFSI may request additional services, additional
processing, or special reports on behalf of the Fund or itself. UAMFSI shall
submit such requests in writing together with such specifications and
requirements documentation as may be reasonably required by Chase. If Chase
elects to provide such services or arrange for their provision, it shall be
entitled to reasonable additional fees and expenses at its customary rates and
charges, or such other fees, if any, mutually agreed to by Chase and UAM FSI.
(e) Chase will bear all of its own expenses in connection with
the performance of the services under this Agreement except as otherwise
expressly provided herein. UAMFSI agrees to promptly reimburse Chase for any
equipment and supplies specially ordered by or for UAMFSI or the Fund through
Chase and for any other expenses not contemplated by this Agreement that Chase
may incur on the Fund's and/or UAMFSI's behalf at the Fund's and/or UAMFSI's
request or as consented to by the Fund and/or UAMFSI, provided that Chase will
notify the Fund and/or UAMFSI of the approximate amount of such expenses prior
to incurring them. Such other expenses to be incurred in the operation of the
Fund and to be borne by the Fund and/or UAMFSI, include, but are not limited to:
taxes; interest; brokerage fees and commissions; salaries and fees of officers
and directors who are not officers, directors, shareholders or employees of
Chase, or the Fund's investment advisers or distributor; SEC and state Blue Sky
registration and qualification fees, levies, fines and other charges; ▇▇▇▇▇
filing fees, processing services and related fees; advisory and administration
fees; charges and expenses
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of pricing and data services, independent public accountants and custodians;
insurance premiums including fidelity bond premiums; auditing and legal
expenses; costs of maintenance of corporate existence; expenses of typesetting
and printing of prospectuses for regulatory purposes and for distribution to
current shareholders of the Fund (the Fund's distributor to bear the expense of
all other printing, production, and distribution of prospectuses, statements of
additional information, and marketing materials); expenses of printing and
production costs of shareholders' reports and proxy statements and materials;
costs and expenses of Fund stationery and forms; costs and expenses of special
telephone and data lines and devices; costs associated with corporate,
shareholder, and Board meetings; trade association dues and expenses; and any
extraordinary expenses and other customary Fund expenses. In addition, Chase
may utilize one or more independent pricing services, approved from time to time
by the Fund's Board, to obtain securities prices and to act as backup to the
primary pricing services, in connection with determining the net asset values of
the Fund, and UAMFSI and/or the Fund will reimburse Chase for the Fund's share
of the cost of such services based upon the actual usage, or a pro-rata estimate
of the use, of the services for the benefit of the Fund.
(f) All fees, out-of-pocket expenses, or additional charges of
Chase shall be billed on a monthly basis and shall be due and payable upon
receipt of the invoice.
Chase will render, after the close of each month in which services
have been furnished, a statement reflecting all of the charges for such month.
Charges remaining unpaid after thirty (30) days of receipt shall bear interest
in finance charges equivalent to, in the aggregate, the Prime Rate (as
determined by Chase) plus two percent per year and all costs and expenses of
effecting collection of any such sums, including reasonable attorney's fees,
shall be paid by UAMFSI to Chase.
In the event that UAMFSI is more than sixty (60) days delinquent
in its payments of monthly ▇▇▇▇▇▇▇▇ in connection with this Agreement (with the
exception of specific amounts which may be contested in good faith by UAMFSI),
this Agreement may be terminated upon thirty (30) days' written notice to UAMFSI
by Chase. UAMFSI must notify Chase in writing of any contested amounts within
thirty (30) days of receipt of a billing for such amounts. Disputed amounts are
not due and payable while they are being disputed. The fees set forth in
Schedule A may be changed from time to time upon agreement of the parties.
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6. Proprietary and Confidential Information. Chase agrees on behalf
of itself and its employees to treat confidentially and as proprietary
information of the Fund, all records and other information relative to the
Fund's prior, present or potential shareholders, and to not use such records and
information for any purpose other than performance of Chase's responsibilities
and duties hereunder. Chase may seek a waiver of such confidentiality provisions
by furnishing reasonable prior notice to the Fund and UAMFSI and obtaining
approval in writing from the Fund and UAMFSI, which approval shall not be
unreasonably withheld and may not be withheld where Chase may be exposed to
civil or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities. Waivers of
confidentiality are automatically effective without further action by Chase with
respect to Internal Revenue Service levies, subpoenas and similar actions, or
with respect to any request by the Fund or UAMFSI.
7. Duties, Responsibilities, and Limitation of Liability.
(a) In the performance of its duties hereunder, Chase shall be
obligated to act in good faith in performing the services provided for under
this Agreement. In performing its services hereunder, UAMFSI represents and
warrants that Chase shall be entitled to rely on any oral or written
instructions, notices or other communications, including electronic
transmissions, from UAMFSI and the Fund and its custodians, officers and
directors, investors, agents, legal counsel and other service providers which
Chase reasonably believes to be genuine, valid and authorized, and that Chase
shall also be entitled to consult with and rely on the advice and opinions of
outside legal counsel retained by UAMFSI and/or the Fund, as necessary or
appropriate.
(b) Chase shall not be liable for any error of judgment or
mistake of law or for any loss or expense suffered by the Fund or UAMFSI, in
connection with the matters to which this Agreement relates, except for a loss
or expense solely caused by or resulting from willful misfeasance, bad faith or
gross negligence on Chase's part in the performance of its duties or from
reckless disregard by Chase of its obligations and duties under this Agreement.
Any person, even though also an officer, director, partner, employee or agent of
Chase, who may be or become an officer, director, partner, employee or agent of
the Fund, shall be deemed when rendering services
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to the Fund or acting on any business of the Fund (other than services or
business in connection with Chase's duties hereunder) to be rendering such
services to or acting solely for the Fund and not as an officer, director,
partner, employee or agent or person under the control or direction of Chase
even though paid by Chase. In no event shall Chase be liable to the Fund,
UAMFSI or any other party for special, indirect or consequential loss or damage
of any kind whatsoever (including but not limited to lost profits), even if
Chase has been advised of the likelihood of such loss or damage and regardless
of the form of action.
(c) Subject to Paragraph 7 (b) above, Chase shall not be
responsible for, and UAMFSI shall indemnify and hold Chase harmless from and
against, any and all losses, damages, costs, reasonable attorneys' fees and
expenses, payments, expenses and liabilities arising out of or attributable to:
(i) all actions of Chase or its officers or agents
required to be taken pursuant to this Agreement;
(ii) the reliance on or use by Chase or its officers or
agents of information, records, or documents which are received by Chase or its
officers or agents and furnished to it or them by or on behalf of UAMFSI and/or
the Fund, and which have been prepared or maintained by UAMFSI and/or the Fund
or any third party on behalf of UAMFSI and/or the Fund;
(iii) UAMFSI's refusal or failure to comply with the terms
of this Agreement or UAMFSI's lack of good faith, or its actions, or lack
thereof, involving negligence or willful misfeasance;
(iv) the breach of any representation or warranty of
UAMFSI hereunder;
(v) the taping or other form of recording of telephone
conversations or other forms of electronic communications with investors and
shareholders, or reliance by Chase on telephone or other electronic instructions
of any person acting on behalf of a shareholder or shareholder account for which
telephone or other electronic services have been authorized;
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(vi) the reliance on or the carrying out by Chase or its
officers or agents of any proper instructions reasonably believed to be duly
authorized, or requests of the Fund or UAMFSI, or recognition by Chase of any
share certificates which are reasonably believed to bear the proper signatures
of the officers of the Fund and the proper countersignature of any transfer
agent or registrar of the Fund;
(vii) any delays, inaccuracies, errors in or omissions
from data provided to Chase by data and pricing services;
(viii) the offer or sale of shares by the Fund in violation
of any requirement under the Federal securities laws or regulations or the
securities laws or regulations of any state, or in violation of any stop order
or other determination or ruling by any Federal agency or any state agency with
respect to the offer or sale of such shares in such state (1) resulting from
activities, actions, or omissions by the Fund or its other service providers and
agents, or (2) existing or arising out of activities, actions or omissions by or
on behalf of the Fund prior to the effective date of this Agreement;
(ix) any failure of the Fund's registration statement to
comply with the 1933 Act and the 1940 Act (including the rules and regulations
thereunder) and any other applicable laws, or any untrue statement of a material
fact or omission of a material fact necessary to make any statement therein not
misleading in a Fund's prospectus; and
(x) the actions taken by UAMFSI, its investment
advisers, and its distributor in compliance with applicable securities, tax,
commodities and other laws, rules and regulations, or the failure to so comply.
8. Term. This Agreement shall become effective on the date first
hereinabove written and shall continue through April 15, 1998, unless sooner
terminated, as provided herein. Thereafter, unless sooner terminated, this
Agreement shall continue in effect from year to year provided such continuance
is specificially approved by UAMFSI. This Agreement may be modified or amended
from time to time by mutual agreement between the parties hereto. This Agreement
may be terminated by either party on 90 days' prior written notice; subject to
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renegotiation after the initial term. Upon termination of this Agreement,
UAMFSI shall pay to Chase such compensation and any out-of-pocket or other
reimbursable expenses which may become due or payable under the terms hereof as
of the date of termination or after the date that the provision of services
ceases, whichever is later.
9. Notices. Any notice required or permitted hereunder shall be in
writing to the parties at the following address (or such other address as a
party may specify by notice to the other):
If to UAMFSI:
UAM Fund Services, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to Chase:
Chase Global Funds Services Company
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Notice shall be effective upon receipt if by mail, on the date of personal
delivery (by private messenger, courier service or otherwise) or upon confirmed
receipt of telex or facsimile, whichever occurs first.
10. Assignability. This Agreement shall not be assigned by either of
the parties hereto without the prior consent in writing of the other party;
provided, however, that Chase may in its own discretion and without limitation
or prior consent of the Fund or UAMFSI, whenever and on such terms and
conditions as Chase deems necessary or appropriate, subcontract, delegate or
assign its rights, duties, obligations and liabilities to subsidiaries or
affiliates of Chase; provided, further, that any such subcontract, agreement or
understanding shall not discharge Chase or its affiliates or subsidiaries, as
the case may be, from its obligations hereunder. Similarly, Chase or its
affiliated subcontractor, designee, or assignee may at its discretion, without
notice to the Fund or UAMFSI, enter into such subcontracts, agreements and
understandings,
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whenever and on such terms and conditions as Chase or they deem necessary or
appropriate to perform services hereunder, with non-affiliated third parties;
provided, that such subcontract, agreement or understanding shall not discharge
Chase, or its subcontractor, designee, or assignee, as the case may be, from
Chase's obligations hereunder. Chase or its affiliated subcontractor, designee,
or assignee shall, however, be discharged from Chase's obligations hereunder, if
UAMFSI, the Fund or its sponsor, investment advisers or distributor require
Chase or its affiliated subcontractor, designee, or assignee to enter into any
subcontract, agreement or understanding to perform services hereunder with any
non-affiliated third party; and UAMFSI shall indemnify and hold harmless Chase
and its affiliated subcontractor, designee, or assignee from and against, any
and all losses, damages, costs, reasonable attorneys' fees and expenses,
payments, expenses and liabilities arising out of or attributable to such
subcontract, agreement or understanding.
11. Waiver. The failure of a party to insist upon strict adherence
to any term of this Agreement on any occasion shall not be considered a waiver
nor shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
12. Force Majeure. Chase shall not be responsible or liable for any
failure or delay in performance of its obligations under this Agreement arising
out of or caused, directly or indirectly, by circumstances beyond its control,
including without limitation, acts of God, earthquakes, fires, floods, wars,
acts of civil or military authorities, or governmental actions, nor shall any
such failure or delay give the Fund the right to terminate this Agreement.
13. Amendments. This Agreement may be modified or amended from time
to time by mutual written agreement between the parties. No provision of this
Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought. The addition of new portfolios or
new classes of portfolios to the Fund will be deemed self-executing amendments
to this Agreement requiring no further action, subject to the approval of Chase.
Such self-executing amendments will be subject to the terms and conditions of
this Agreement, and may in no other way alter the terms and conditions contained
herein, unless done so by mutual written agreement between the parties.
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14. Severability. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all other persons and circumstances.
15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY THE
SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, INCLUDING THE DETERMINATION OF WHEN
AN "ASSIGNMENT" HAS OCCURRED.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below as of the date first written
above.
UAM FUND SERVICES, INC.
Attest: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------- ----------------------------
Name: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------- --------------------------
Title: President
-------------------------
CHASE GLOBAL FUNDS
SERVICES COMPANY
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------- ----------------------------
Name: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------- --------------------------
Title: President
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MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE A
FEES AND EXPENSES
Fees for Fund Sub-Accounting, Fund Sub-Administration, and Sub-Transfer Agency
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Services for UAM Funds, Inc., UAM Funds Trust and all other affiliated mutual
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funds for which Chase provides services (collectively the "Funds")
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. 19 Basis Points on the first $200 million of total net assets of the Funds,
. 11 Basis Points on the next $800 million of total net assets of the Funds,
. 7 Basis Points on the next $2 billion of total net assets of the Funds,
. 5 Basis Points on total net assets of the Funds in excess of $3 billion.
A minimum annual fee of $70,000 per Portfolio will apply and shall be phased in
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according to the following schedule:
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. $2,000 per month per Portfolio for the first six months of service,
. $3,500 per month per Portfolio for the second six months of service,
. $5,000 per month per Portfolio for the third six months of service,
. $5,833 per month per Portfolio thereafter.
All Portfolios will have an additional minimum annual charge of $20,000 per
Portfolio class of shares. However, there will be no extra charge for an
additional class of shares where the Portfolio's fees already exceed the minimum
applicable fee by $20,000.
These fees do not include out-of-pocket expenses, which under the terms of this
Agreement will be billed monthly and due upon billing.
A-1
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE B
GENERAL DESCRIPTION OF FUND SUB-ADMINISTRATION SERVICES
I. Financial and Tax Reporting
A. Prepare agreed upon management reports and Board of Directors
materials such as unaudited financial statements and distribution
summaries.
B. Report Fund performance to outside services as directed by Fund
management or UAMFSI.
C. Calculate dividend and capital gain distributions in accordance with
distribution policies detailed in the Fund's prospectus(es). Assist
UAMFSI in making final determinations of distribution amounts.
D. Estimate and recommend year-end dividend and capital gain
distributions necessary to establish the Portfolio's status as a
regulated investment company ("RIC") under Section 4982 of the
Internal Revenue Code of 1986, as amended (the "Code") regarding
minimum distribution requirements.
E. Working with the Fund's public accountants or other professionals,
prepare and file Fund's Federal tax return on Form 1120-RIC along with
all state and local tax returns where applicable. Prepare and file
Federal Excise Tax Return (Form 8613).
F. Prepare and file Fund's Form N-SAR with the SEC.
G. Prepare and coordinate printing of Fund's Semiannual and Annual
Reports to Shareholders.
H. Notify shareholders as to what portion, if any, of the distributions
made by the Fund's during the prior fiscal year were exempt-interest
dividends under Section 852 (b)(5)(A) of the Code.
I. Provide Form 1099-MISC to persons other than corporations (i.e.,
Directors to whom the Fund paid more than $600 during the year).
J. Prepare and file California State Expense Limitation Report, if
applicable.
K. Provide financial information for Fund proxies and prospectuses
(Expense Table).
B-1
II. Portfolio Compliance
A. Assist with monitoring each Portfolio's compliance with investment
restrictions (e.g., issuer or industry diversification, etc.) listed
in the current prospectus(es) and Statement(s) of Additional
Information, although primary responsibility for such compliance shall
remain with the Fund's investment adviser or investment manager.
B. Assist with monitoring each Portfolio's compliance with the
requirements of Section 851 of the Code for qualification as a RIC
(i.e., 90% Income, 30% Income - Short Three, Diversification Tests)
although primary responsibility for such compliance shall remain with
the Fund's investment adviser or investment manager.
C. Assist with monitoring investment manager's compliance with Board
directives such as "Approved Issuers Listings for Repurchase
Agreements", Rule 17a-7, and Rule 12d-3 procedures, although primary
responsibility for such compliance shall remain with the Fund's
investment adviser or investment manager.
D. Mail quarterly requests for "Securities Transaction Reports" to the
Fund's Directors and Officers and "access persons" under the terms of
the Fund's Code of Ethics and SEC regulations.
E. Prepare and update compliance manuals and procedures.
F. Mail, collect and review on a quarterly basis compliance checklists
for each Portfolio.
III. Regulatory Affairs and Corporate Governance
A. Prepare and file post-effective amendments to the Fund's registration
statement on Form N-1A and supplements as needed.
B. Prepare and file proxy materials and administer shareholder meetings.
C. Prepare and file all state registrations of the Fund's securities
including annual renewals, registering new Portfolios, preparing and
filing sales reports, filing copies of the registration statement and
final prospectus and statement of additional information, and
increasing registered amounts of securities in individual states.
D. Prepare Board materials for all Board meetings.
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E. Assist with the review and monitoring of fidelity bond and errors and
omissions insurance coverage and make any related regulatory filings.
F. Prepare and update documents such as charter document, by-laws,
foreign qualification filings.
G. Prepare and file Rule 24f-2 Notice.
H. Assist in identifying and monitoring pertinent regulatory and
legislative developments which may affect the Fund and, in response to
the results of such monitoring, coordinate and provide support to
UAMFSI, the Fund and the Fund's investment adviser with respect to
those developments and results, including support with respect to
routine regulatory examinations or investigations of the Fund, and
with respect to such matters, to work in conjunction with outside
counsel, auditors and other professional organizations engaged by the
Fund.
I. File copies of financial reports to shareholders with the SEC under
Rule 30b2-1.
J. Liaison with the Fund's Distributor and outside counsel.
IV. General Administration
A. Furnish officers of the Fund, subject to reasonable UAMFSI and Board
approval.
B. Prepare Fund or Portfolio expense projections, establish accruals and
review on a periodic basis, including expenses based on a percentage
of Fund's average daily net assets (advisory and administrative fees)
and expenses based on actual charges annualized and accrued daily
(audit fees, registration fees, directors' fees, etc.).
C. For new Portfolios, obtain Employer or Taxpayer Identification Number
and CUSIP numbers. Estimate organizational costs and expenses and
monitor against actual disbursements.
D. Coordinate all communications and data collection with regard to any
regulatory examinations and yearly audits by independent accountants.
B-3
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE C
GENERAL DESCRIPTION OF FUND SUB-ACCOUNTING SERVICES
I. General Description
Chase shall provide the following accounting services to the Fund:
A. Maintenance of the books and records and accounting controls for the
Fund's assets, including records of all securities transactions;
B. Calculation of each Portfolio's Net Asset Value in accordance with the
prospectus and once the Portfolio meets eligibility requirements,
transmission to NASDAQ and to such other entities as directed by the
Fund and/or UAMFSI;
C. Accounting for dividends and interest received and distributions made
by the Fund;
D. Production of transaction data, financial reports and such other
periodic and special reports as UAMFSI and/or the Board may reasonably
request;
E. Liaison with the Fund's independent auditors; and
F. A listing of reports that will be available to UAMFSI and the Fund is
included below.
II. Domestic Fund Accounting Daily Reports
A. General Ledger Reports
1. Trial Balance Report
2. General Ledger Activity Report
B. Portfolio Reports
1. Portfolio Report
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
5. Amortization/Accretion Report
6. Maturity Projection Report
C-1
C. Pricing Reports
1. Pricing Report
2. Pricing Report by Market Value
3. Pricing Variance by % Change
4. NAV Report
5. NAV Proof Report
6. Money Market Pricing Report
D. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Report
2. Accounts Payable for Investments Report
3. Interest Accrual Report
4. Dividend Accrual Report
E. Other Reports
1. Dividend Computation Report
2. Cash Availability Report
3. Settlement Journal
III. International Fund Accounting Daily Reports
A. General Ledger
1. Trial Balance Report
2. General Ledger Activity Report
B. Portfolio Reports
1. Portfolio Report by ▇▇▇▇▇▇
▇. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
C. Currency Reports
1. Currency Purchase/Sales Journal
2. Currency Valuation Report
D. Pricing Reports
1. Pricing Report by Country
2. Pricing Report by Market Value
3. Price Variance by % Change
4. NAV Report
5. NAV Proof Report
C-2
E. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Sold/Matured
2. Accounts Payable for Investments Purchased
3. Accounts Receivable for Forward Exchange Contracts
4. Accounts Payable for Forward Exchange Contracts
5. Interest Receivable Valuation
6. Interest Recoverable Withholding Tax
7. Dividends Receivable Valuation
8. Dividends Recoverable Withholding Tax
F. Other Reports
1. Exchange Rate Report
IV. Monthly Fund Accounting Reports
A. Standard Reports
1. Cost Proof Report
2. Transaction History Report
3. Realized Gain/Loss Report
4. Interest Record Report
5. Dividend Record Report
6. Broker Commission Totals
7. Broker Principal Trades
8. Shareholder Activity Report
9. Fund Performance Report
B. International Reports
1. Forward Contract Transaction History Report
2. Currency Gain/Loss Report
C-3
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE D
GENERAL DESCRIPTION OF SUB-TRANSFER AGENCY SERVICES
The following is a general description of the sub-transfer agency
services Chase shall provide to the Fund. Chase will at all times provide a
group of individuals dedicated to performing the duties set forth below for the
Fund. Such dedicated team shall be comprised of not less than seven (7) people
in the aggregate or as mutually agreed upon, whose duties will include, in
addition to those set forth below, acting as telephone representatives on behalf
of the Portfolios with respect to the Portfolios' shareholders, and other
potential investors.
A. Shareholder Recordkeeping. Maintain records showing for each Fund
shareholder the following: (i) name, address, appropriate tax
certification and tax identifying number; (ii) number of shares of
each Portfolio and/or Class; (iii) historical information including,
but not limited to, dividends paid and date and price of all
transactions, including individual purchases and redemptions, with
appropriate supporting documents; and (iv) any dividend reinvestment
order, application, dividend to a specific address and correspondence
relating to the current maintenance of the account.
B. Shareholder Issuance. Record the issuance of shares of common stock
of each Portfolio and/or Class and notify the Fund in case any
proposed issue of shares by the Fund shall result in an over-issue as
identified by Section 8-104(2) of the Uniform Commercial Code and in
case any issue would result in such an over-issue, shall refuse to
countersign and issue, and/or credit, said shares. Except as
specifically agreed in writing between Chase and the Fund, Chase shall
have no obligation when countersigning and issuing and/or crediting
shares to take cognizance of any other laws relating to the issue and
sale of such shares except insofar as policies and procedures of the
Stock Transfer Association recognize such laws.
C. Purchase Orders. Process all orders for the purchase of shares of
the Fund in accordance with the Fund's current prospectus, including
electronic transmissions, which the Fund acknowledges it has
authorized. Upon receipt of any check or other payment for purchase
of shares of the Fund from an investor, Chase will (i) stamp the order
or other documentation with the date and time of receipt, (ii)
forthwith process the same for collection, (iii) determine the amounts
thereof due the Fund, and notify the Fund of such determination and
deposit, such notification to be given on a daily basis of the total
amounts determined and deposited to the Fund's custodian bank account
during such day. Chase shall then credit the share account of the
investor with the number of Fund shares to be purchased according to
the price of the Fund's shares in effect for purchases made on the
date such
D-1
payment is received by Chase, as set forth in the Fund's current
prospectus and shall promptly mail a confirmation of said purchase to
the investor, all subject to any instructions which the Fund may give
to Chase with respect to the timing or manner of acceptance of orders
for shares relating to payments so received by it. Any purchase order
received by Chase, which is deemed not in good order by Chase, will be
rejected immediately.
D. Redemption Orders. Receive and stamp with the date and time of
receipt all requests for redemptions or repurchase of shares held in
certificate or non-certificate form, and process redemptions and
repurchase requests as follows: (i) if such certificate or redemption
request complies with the applicable standards approved by the Fund,
Chase shall on each business day notify the Fund of the total number
of shares presented and covered by such requests received by Chase on
such day; (ii) on or prior to the seventh calendar day succeeding any
such requests received by Chase, Chase shall notify the Custodian,
subject to instructions from the Fund, to transfer monies to such
account as designated by Chase for such payment to the redeeming
shareholder of the applicable redemption or repurchase price; and
(iii) if any such certificate or request for redemption or repurchase
does not comply with applicable standards, Chase shall promptly notify
the investor of such fact, together with the reason therefor, and
shall effect such redemption at the Portfolio's price next determined
after receipt of documents complying with said standards or, at such
other time as the Fund shall so direct.
E. Telephone Orders. Process redemptions, exchanges and transfers of Fund
shares upon telephone instructions from qualified shareholders in
accordance with the procedures set forth in the Fund's current
prospectus. Chase shall be permitted to redeem, exchange and/or
transfer Fund shares from any account for which such services have
been authorized, including electronic transmissions. Chase will also
respond to other inquiries by shareholders and other potential
investors, consistent with its duties as transfer agent.
F. Transfer of Shares. Upon receipt by Chase of documentation in proper
form to effect a transfer of shares, including in the case of shares
for which certificates have been issued, the share certificates in
proper form for transfer, Chase will register such transfer on the
Fund's shareholder records maintained by Chase pursuant to
instructions received from the transferor in good form, cancel the
certificates representing such shares, if any, and if so requested,
countersign, register, issue and mail by first class mail new
certificates for the same or a smaller whole number of shares.
G. Shareholder Communications. Address and mail all communications by
the Fund to its shareholders promptly following the delivery by the
Fund of the material to be mailed.
D-2
H. Proxy Materials. Prepare shareholder lists, mail and certify as to the
mailing of proxy materials, receive the tabulated proxy cards, render
periodic reports to the Fund on the progress of such tabulation, and
provide the Fund with inspectors of election at any meeting of
shareholders.
I. Share Certificates. If a shareholder of the Fund requests a
certificate representing his shares, Chase as sub-Transfer Agent, will
countersign and mail, a share certificate to the investor at his/her
address as it appears on the Fund's transfer books. Chase shall
supply, at the expense of the Fund a supply of blank share
certificates. The certificates shall be properly signed, manually or
by facsimile, as authorized by the Fund, and shall bear the Fund's
seal or facsimile; and notwithstanding the death, resignation or
removal of any officers of the Fund authorized to sign certificates,
Chase may, until otherwise directed by the Fund, continue to
countersign certificates which bear the manual or facsimile signature
of such officer.
J. Returned Checks. In the event that any check or other order for the
payment of money is returned unpaid for any reason, Chase will take
such steps, including redepositing the check for collection, returning
the check to the investor, or redeeming appropriate shares as Chase
may, at its discretion, deem appropriate and notify the Fund of such
action, or as the Fund may instruct. However, the Fund remains
ultimately liable for any returned checks of its shareholders.
K. Shareholder Correspondence. Acknowledge all correspondence from
shareholders relating to their share accounts and undertake such other
shareholder correspondence as may from time to time be mutually agreed
upon.
L. Tax Reporting. Chase shall issue appropriate shareholder tax forms on
an annual basis.
M. Escheatment. All Fund assets shall be subject to the escheatment laws
of the Commonwealth of Massachusetts, including those which relate to
reciprocal agreements with other states.
N. Dividend Disbursing. Chase will serve as the Fund's dividend
disbursing agent. Chase will prepare and mail checks, place wire
transfers and credit income and capital gain payments to shareholders.
UAMFSI and/or the Fund will advise Chase of the declaration of any
dividend or distribution and the record and payable date thereof at
least five (5) days prior to the record date. Chase will, on or before
the payment date of any such dividend or distribution, notify the
Fund's Custodian of the estimated amount required to pay any portion
of such dividend or distribution payable in cash, and on or before the
payment date of such distribution, the Fund
D-3
will instruct its Custodian to make available to Chase sufficient
funds for the cash amount to be paid out. If a shareholder is entitled
to receive additional shares by virtue of any such distribution or
dividend, appropriate credits will be made to each shareholder's
account.
O. Fulfillment. Chase will, if requested by shareholders or other
potential investors in the Portfolios, provide by mail or other
acceptable means the following materials: prospectuses, SAIs, annual
reports or other materials as directed by the Fund.
D-4
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE E
SERVICE QUALITY STANDARDS
UAM Funds, Inc. and Chase Global Funds Services Company agree that this Schedule
E is part of the Mutual Funds Service Agreement dated June 30, 1997.
Sub-Accounting
--------------
Goal Standard
---- --------
Pricing Accuracy* 99%
Reporting NAV to NASDAQ 98%
Sub-Transfer Agent
------------------
Minimum
Quality Control
Transaction Processing Sample (1) Goal Standard
---------------------- ---------- ---- --------
New Accounts 25% 98%
Purchases by Check 25% 98%
Purchases by Wire 25% 98%
Redemptions by Check 25% 98%
Redemptions by Wire 25% 98%
Exchanges 25% 98%
Transfers 25% 98%
Maintenance 25% 98%
Shareholder Service
Monthly Correspondence
Financial 25% 3 Days 98%
Non Financial 25% 5 Days 98%
Average Monthly Communications
Delayed 15 Seconds 100%
Answered with in 10 seconds 80% 100%
Abandoned 2% 100%
E-1