Exhibit 6B
UAM FUNDS TRUST
DISTRIBUTION AGREEMENT
(Advisor Class Shares)
THIS DISTRIBUTION AGREEMENT is made as of the ____ day of _____________,
between UAM Funds Trust, a Delaware business trust (the "Trust"), having its
principal place of business in Boston, Massachusetts on behalf of the
▇▇▇▇▇▇▇/PRA Real Estate Portfolio (the "Fund"), and ACG Capital Corporation, a
corporation organized under the laws of the State of California (the
"Distributor"), having its principal place of business in Walnut Creek,
California.
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company and is
authorized (i) to issue shares of beneficial interest in separate series
("Series"), with the shares of each such series representing the interest in a
separate portfolio of securities and other assets, and (ii) to divide such
shares of beneficial interest of each such series into two or more classes;
WHEREAS, at the present time, the Fund is authorized to issue two classes
of shares designated as ▇▇▇▇▇▇▇/PRA Real Estate Portfolio "Institutional Class"
shares and "Advisor Class" shares;
WHEREAS, the Trust wishes to employ the services of Distributor with
respect to the Advisor Class of the Fund; and
WHEREAS, the Distributor wishes to provide distribution services to the
Trust with respect to the Advisor Class of shares of the Fund as set forth
below.
NOW, THEREFORE, in consideration of the mutual promises and undertakings
herein contained, the parties agree as follows:
1. Sale of Shares. The Trust grants to the Distributor the right to sell
shares of beneficial interest, no par value per share, of the Advisor Class of
the Fund (the "Advisor Class Shares" or the "Shares") during the term of this
Agreement and subject to the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and of the laws governing the sale of
securities in various states (the "Blue Sky Laws") under the following terms and
conditions: the Distributor (i) shall have the right to sell, as principal, the
Advisor Class Shares authorized for issue and registered under the 1933 Act and
applicable Blue Sky Laws; and (ii) shall sell such Shares only in compliance
with the terms set forth in the Trust's currently effective registration
statement and any Plan of Distribution of the Trust or its Series ("Plan") as
may be in effect from time to time and any further limitations the Trustees of
the Trust may impose. Distributor may enter into selling agreements with
selected dealers and others for the sale of Advisor Class Share and will act
only on its own behalf as principal in entering into such selling agreements.
2. Sale of Shares by the Trust. The Trust reserves the right to issue
Shares in connection with (a) the merger or consolidation of the assets of, or
acquisition by the Trust through purchase or otherwise, with any other
investment company, trust or personal holding company; (b) a pro rata
distribution directly to the holders of Shares in the nature of a stock dividend
or split-up; and (c) as otherwise may be provided in the then current
registration statement of the Trust.
3. Shares Covered by this Agreement. This Agreement shall apply to issued
Advisor Class Shares, Advisor Class Shares held in its treasury in the event
that in the discretion of the Trust treasury Shares of such class shall be sold,
and Advisor Class Shares repurchased for resale.
4. Public Offering Price. Except as otherwise noted in the Trust's
Prospectus (the "Prospectus") or Statement of Additional Information (the "SAI")
with respect to Advisor Class Shares, as amended or supplemented from time to
time, all Advisor Class Shares sold to investors by the Distributor or the Trust
will be sold at the public offering price plus any applicable sales charges
described therein. The public offering price for all accepted subscriptions will
be the net asset value per share, determined in the manner described in the
Trust's then current Prospectus or SAI with respect to the applicable series.
The Trust shall in all cases receive the net asset value per share on all sales
and the Distributor shall be entitled to retain the applicable sales charges,
subject to any reallowance obligations of the Distributor as set forth in any
selling agreements with selected dealers and others for the sale of Advisor
Class Shares and/or as set forth in the Prospectus and/or SAI of the Trust with
respect to Advisor Class Shares.
5. Suspension of Sales. If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further orders
for Shares shall be processed by the Distributor except such unconditional
orders placed with the Distributor before it had knowledge of the suspension. In
addition, the Trust reserves the right to suspend sales and the Distributor's
authority to sell Shares if, in the judgment of the Trust, it is in the best
interests of the Trust to do so. Suspension will continue for such period as may
be determined by the Trust. In addition, the Trust and Distributor reserve the
right to reject any purchase order.
6. Solicitation of Sales. In consideration of these rights granted to the
Distributor, the Distributor agrees to use all reasonable efforts, consistent
with its other business, to secure purchasers for Shares of the Trust. This
shall not prevent the Distributor from entering into like arrangements
(including arrangements involving the payment of underwriting commissions) with
other issuers. Distributor agrees to use all reasonable efforts to ensure that
taxpayer identification numbers provided for holders of Shares of the Trust are
correct.
7. Authorized Representations. The Distributor is not authorized by the
Trust to give any information or to make any representations other than those
contained in the appropriate registration statements, Prospectuses or SAIs filed
with the Securities and Exchange Commission under the 1933 Act and applicable
Blue Sky Laws (as those registration statements, Prospectuses and SAIs may be
amended from time to time), or contained in shareholder reports or other
material that may be prepared by or on behalf of the Trust for the Distributor's
use. This shall not be construed to prevent the Distributor from preparing and
distributing, in compliance with applicable laws and regulations, sales
literature or other material as it may deem appropriate. Distributor will
furnish or cause to be furnished copies of such sales literature or other
material to the President of the Trust or his designee and will provide him with
reasonable opportunity to comment on it. Distributor agress to take appropriate
action to cease using such sales literature or other material to which the Trust
reasonably objects as promptly as practicable after receipt of the objection.
Distributor further agrees that in connection with the offer and sale of
Shares, Distributor shall comply with all applicable federal and state
securities laws (including, without limitation, the maintenance of effective
broker-dealer registration as required) and shall comply with the requirements
of the Rules of Fair Practice of the National Association of Securities Dealers,
Inc.
8. Registration of Shares. The Trust agrees that it will use its best
efforts to register Shares under the 1933 Act (subject to the necessary
approval, if any, of its shareholders) and to qualify and maintain the
registration and qualification of an appropriate number of shares under the
securities laws of such states so that there will be available for sale the
number of Shares the Distributor may reasonably be expected to sell. Distributor
shall furnish such information and other materials relating to its affairs and
activities as shall be required by the Trust in connection with such
registration and qualification. The Trust agrees that it will notify Distributor
of each state where the Shares are qualified or registered for sale, and the
Distributor agrees that it will not offer or sell Shares in any state where it
has not been notified that the offer or sale of Shares has been so qualified or
registered. The Trust shall furnish to the Distributor copies of all
information, financial statements and other papers which the Distributor may
reasonably request for use in connection with the distribution of Shares of each
series of the Trust.
9. Expenses, Compensation and Reimbursement.
(a) The Trust shall pay fees and expenses:
(i) in connection with the preparation, setting in type and filing
of any registration statement, Prospectus and SAI under the 1933 Act, and any
amendments thereto, for the issue of its Shares;
(ii) in connection with the registration and qualification of Shares
for sale in the various states in which the Board of Trustees (the "Trustees")
of the Trust shall determine it advisable to qualify such Shares for sale
(including registering the Trust or Series as a broker or dealer or any officer
of the Trust as agent or salesperson in any state);
(iii) of preparing, setting in type, printing and mailing any report
or other communication to holders of Shares of the Trust in their capacity as
such; and
(iv) of preparing, setting in type, printing and mailing
Prospectuses, SAIs, and any supplements thereto, sent to existing holders of
Shares.
(b) The Distributor shall pay costs of:
(i) printing and distributing Prospectuses, SAIs and reports
prepared for its use in connection with the offering of the Shares for sale to
the public;
(ii) any other literature used in connection with such offering;
(iii) advertising in connection with such offering including, but not
limited to the following: public relations services, sales presentations, media
charges, preparation, printing and mailing of advertising and sales literature;
data processing necessary to distribution effort, printing and mailing of
prospectuses; and
(iv) any additional out-of-pocket expenses incurred in connection
with these costs.
(c) In addition to the services described above, Distributor will provide
services, including assistance in the production of marketing and advertising
materials for the sale of Shares of the Trust and their review for compliance
with applicable regulatory requirements, entering into other agreements with
broker-dealers to sell Shares of the Trust and monitoring their financial
strength and contractual compliance, providing, directly or through its
affiliates certain investor support services, personal service, and the
maintenance of shareholder accounts.
(d) In connection with the services to be provided by the Distributor
under this Agreement, in addition to any sales charges referred to in Section 4
hereof, the Distributor shall be entitled to receive from the Trust as
compensation for services provided hereunder, subject to the terms and
conditions of the Trust's Plan of Distribution Pursuant to Rule 12b-1, an amount
with respect to Advisor Class Shares determined at an annual rate of .25% of the
average daily value of net assets represented by such Shares, such amount to be
paid in arrears at the end of each calendar month.
10. Indemnification.
(a) The Trust agrees to indemnify and hold harmless the Distributor
and each of its directors and officers and each person, if any, who controls the
Distributor within the meaning of Section 15 of the 1933 Act against any loss,
liability, claim, damages or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damages, or
expense and reasonable counsel fees incurred in connection therewith) arising
out of or based upon: (i) any violation of the Trust's representations or
covenants herein contained; (ii) any allegation of any wrongful act of the Trust
or any of its representatives (other than the Distributor or any of its
employees or representatives or any other person for whose acts the Distributor
is responsible or is alleged to be responsible (including any selected dealer or
person through whom sales made pursuant to an agreement with the Distributor));
(iii) any allegation of any person acquiring any Shares, based upon the 1933 Act
or any other statute or common law, that the registration statements,
Prospectuses, SAIs, or shareholder reports of the Trust included an untrue
statement of a material fact or omitted to state a material fact required to be
stated or necessary in order to make the statements not misleading, except to
the extent the statement or omission was made in reliance upon, and in
conformity with, information furnished in writing to the Trust by or on behalf
of the Distributor; or (iv) any allegation that any advertising material
included an untrue statement of a material fact or omitted to state a material
fact required to be stated or necessary in order to make the statements not
misleading, to the extent that such statement or omission was made in reliance
upon, and in conformity with, information furnished in writing to the
Distributor by the Trust. In no case (i) is the indemnity of the Trust in favor
of the Distributor or any person indemnified to be deemed to protect the
Distributor or any person against any liability to the Trust or its security
holders to which the Distributor or such person would otherwise be subject by
reason of willful misfeasance, bad faith or ordinary negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under this agreement, or (ii) is the Trust to be liable
under its indemnity agreement contained in this Section 10(a) with respect to
any claim made against the Distributor or any person indemnified unless the
Distributor or person, as the case may be, shall have notified the Trust in
writing of the claim within a reasonable time after the summons or other first
written notification giving information of the nature of the claim shall have
been served upon the Distributor or any such person or after the Distributor or
such person shall have received notice of service on any designated agent.
However, except to the extent the Trust is harmed thereby, failure to notify the
Trust of any claim shall not relieve the Trust from any liability which it may
have to the Distributor or any person against whom such action is brought other
than on account of its indemnity agreement contained in this Section 10(a). The
Trust shall be entitled to participate at its own expense in the defense, or,
if it so elects, to assume the defense of any suit brought to enforce any
claims, but if the Trust elects to assume the defense, the defense shall be
conducted by counsel chosen by it and satisfactory to the Distributor, or person
or persons, defendant or defendants in the suit. In the event the Trust elects
to assume the defense of any suit and retain counsel, the Distributor, officers
or directors or controlling person(s) or defendant(s) in the suit,
shall bear the fees and expenses of any additional counsel retained by them. If
the Trust does not elect to assume the defense of any suit, it will reimburse
the Distributor, officers or directors or controlling person(s) or defendant)(s)
in the suit, for the reasonable fees and expenses of any counsel retained by
them. The Trust agrees to notify the Distributor promptly of the commencement of
any litigation or proceedings against it or any of its officers or Trustees in
connection with the issuance or sale of any of the Shares.
(b) The Distributor agrees to indemnify and hold harmless the Trust and
each of its Trustees and officers and each person, if any, who controls the
Trust within the meaning of Section 15 of the 1933 Act, against any loss,
liability, damages, claim or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, damages, claim or
expense and reasonable counsel fees incurred in connection therewith) arising
out of or based upon (i) any violation of any of its representations or
covenants herein contained; (ii) any allegation of any wrongful act of the
Distributor or any of its employees or representatives or any other person for
whose acts the Distributor is responsible or is alleged to be responsible
(including any selected dealer or person through whom sales are made pursuant to
an agreement with the Distributor); (iii) any allegation of any person acquiring
any Shares, based on the 1933 Act or any other statute or common law, that the
registration statements, Prospectuses, SAIs or shareholder reports included an
untrue statement of a material fact or omitted to state a material fact required
to be stated or necessary in order to make the statements not misleading, to the
extent that such statement or omission was made in reliance upon, and in
conformity with, information furnished in writing to the Trust by or on behalf
of the Distributor; or (iv) any allegation that any advertising material
included an untrue statement of a material fact or omitted to state a material
fact required to be stated or necessary in order to make the statements not
misleading, except to the extent that such statement or omission was made in
reliance upon, and in conformity with, information furnished in writing to the
Distributor by the Trust. In no case (i) is the indemnity of the Distributor in
favor of the Trust or any person indemnified to be deemed to protect the Trust
or any person against any liability to which the Trust or such person would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement, or (ii) is the
Distributor to be liable under its indemnity agreement contained in this Section
10(b) with respect to any claim made against the Trust or any person indemnified
unless the Trust or person, as the case may be, shall have notified the
Distributor in writing of the claim within a reasonable time after the summons
or other first written notification giving information of the nature of the
claim shall have been served upon the Trust or any such person or after the
Trust or such person shall have received notice of service on any designated
agent. However, failure to notify the Distributor of any claim shall not relieve
the Distributor from any liability which it may have to the Trust or any person
against whom such action is brought other than on account of its indemnity
agreement contained in this Section 10(b). In the case of any notice to the
Distributor, it shall be entitled to participate, at its own expense, in the
defense, or, if it so elects, to assume the defense of any suit brought to
enforce any claims, but if the Distributor elects to assume the defense, the
defense shall be conducted by counsel chosen by it and
satisfactory to the Trust, to its officers and Trustees and to any controlling
person(s) or any defendant(s) in the suit. In the event the Distributor elects
to assume the defense of any suit and retain counsel, the Trust or controlling
person(s) or defendant(s) in the suit shall bear the fees and expenses of any
additional counsel retained by them. If the Distributor does not elect to
assume the defense of any suit, it will reimburse the Trust, its officers or
Trustees, controlling person(s) or defendant(s) in the suit, for the reasonable
fees and expenses of any counsel retained by them. The Distributor agrees to
notify the Trust promptly of the commencement of any litigation or proceedings
against it in connection with the issue and sale of any of the Shares.
(c) The indemnities granted by the parties in this Section 10 shall
survive the termination of this Agreement.
11. Effectiveness, Termination, etc. This Agreement shall become effective
as of the date of (i) the date on which an amendment to the registration
statement on Form N-1A with respect to the Advisor Class Shares becomes
effective under the 1933 Act, or (ii) the date on which such class commences
offering its Shares to the public, and unless terminated as provided, shall
continue in force for two (2) years from the date of its execution and
thereafter from year to year, provided continuance is approved at least annually
by either (i) the vote of a majority of the Trustees of the Trust, or by the
vote of a majority of the outstanding voting securities of the Trust, and (ii)
the vote of a majority of those Trustees of the Trust who are not interested
persons of the Trust and who are not parties to this Agreement or interested
persons of any party, cast in person at a meeting called for the purpose of
voting on the approval. This Agreement shall automatically terminate in the
event of its assignment. As used in this Section 11, the terms "vote of a
majority of the outstanding voting securities," "assignment" and interested
person" shall have the respective meanings specified in the 1940 Act and the
rules enacted thereunder as now in effect or as hereafter amended. In addition
to termination by failure to approve continuance or by assignment, this
Agreement may at any time be terminated without the payment of any penalty by
vote of a majority of the Trustees of the Trust who are not interested persons
of the Trust, or by vote of a majority of the outstanding voting securities of
the Trust, on not more than sixty (60) days' written notice by the Trust. This
Agreement may be terminated by the Distributor upon not less than sixty (60)
days' prior written notice to the Trust.
12. Insurance. This Distributor shall maintain insurance coverage in such
amount and in such forms as the Trust reasonably determines against any and all
liabilities which may arise in connection with the performance of the
Distributor's duties hereunder. Upon request, the Distributor shall provide to
the Trust evidence of such coverage.
13. Notice. Any notice under this Agreement shall be given in writing
addressed and hand delivered or sent by registered or certified mail, postage
prepaid, to the other party to this Agreement at its principal place of
business.
14. Severability. If any provision of this Agreement shall be held or made
invalid by
a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
15. Governing Law. To the extent that state law has not been preempted by
the provisions of any law of the United States heretofore or hereafter enacted,
as the same may be amended from time to time, this Agreement shall be
administered, construed and enforced according to the laws of the Commonwealth
of Massachusetts.
16. Limitation of Liability. The Distributor acknowledges that it has
received notice of and accepts the limitations of liability set forth in the
Trust's Master Trust Agreement. The Distributor agrees that the Trust's
obligations hereunder shall be limited to the Trust and that the Distributor
shall have recourse solely against the assets of the Series with respect to
which the Trust's obligations hereunder relate and shall have no recourse
against the assets of any other Series or against any shareholder, Trustee,
officer, employee or agent of the Trust.
17. Miscellaneous. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or otherwise
affect this construction or effect. This Agreement may be executed in two
counterparts, each of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
UAM FUNDS TRUST
By:
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Name:
Title:
ACG CAPITAL CORPORATION
By:
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Name:
Title:
