Exhibit (e)(1)(a)
UAM Funds, Inc. II
Xxx Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
June 15, 2001
Xxxxxxx X. XxXxxx
Vice President and Chief Compliance Officer
Funds Distributor, Inc.
00 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
RE: Distribution Agreement with UAM Funds, Inc. II
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I am writing with regard to the existing Distribution Agreement (the
"Agreement") dated April 1, 2001 between UAM Funds, Inc. II (the "Fund") and
Funds Distributor, Inc. ("FDI") under which you provide certain services to the
portfolios listed on Schedule A to the Agreement. In connection with the
performance of those services, FDI may become privy to confidential information
about the Fund and, in particular, certain non-public personal information
concerning the Fund's shareholders. I am writing to assure that such
confidential information is not disseminated except as necessary to perform the
services agreed to by the parties and to assure that the Fund fulfills the
requirements of Regulation S-P adopted by the Securities and Exchange Commission
("Regulation S-P").
To comply with Regulation S-P, the Fund would like to add the following
paragraph as Section 4.6 to the Agreement.
4.6 From time to time, each party shall be permitted reasonable access to
records maintained by the other party in connection with this Agreement to
the extent necessary to perform its obligations hereunder; provided,
however, that to the extent a party provides records containing information
relating to a customer of that party, the party receiving such records
shall use the information contained in such records solely for the purpose
of fulfilling its obligations under this Agreement and applicable law and
for no other purpose.
Please acknowledge your acceptance of this amendment to the Agreement by
countersigning this letter in the space provided and returning the executed copy
of the letter to us at your earliest convenience.
Sincerely,
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
UAM Funds, Inc. II
Vice President and Secretary
The undersigned hereby acknowledges and agrees to the arrangements described
above.
Dated: June 15, 2001
By: /s/ Xxxxxxx XxXxxx
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Name: Xxxxxxx XxXxxx
Company: Funds Distributor, Inc.
Title: Vice President and Chief Compliance Officer
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