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Exhibit B
INTERIM INVESTMENT ADVISORY AGREEMENT
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UAM FUNDS, INC.
DSI DISCIPLINED VALUE PORTFOLIO
INTERIM ADVISORY AGREEMENT by and between UAM Funds, Inc., a Maryland
corporation (the "Fund"), and Dewey Square Investors Corporation, a Delaware
corporation (the "Adviser"). Pursuant to an Agreement and Plan of Merger Old
Mutual plc, an English public limited company has agreed to acquire United Asset
Management Corporation ("UAM"), the parent company of the Adviser (the
"Acquisition"). The Fund and the Adviser desire to enter into this interim
advisory agreement pursuant to the terms of Rule 15a-4 under the Investment
Company Act of 1940, as amended (the "1940 Act"), pending approval of the
interim investment advisory agreement by a majority of the Portfolio's
outstanding shares, as that term is defined in the 1940 Act. This agreement
shall take effect on a change in control of the Adviser in connection with the
Acquisition, and unless sooner terminated as provided herein, shall continue for
a period of not more than 150 days thereafter.
1. Duties of Adviser. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's DSI Disciplined Value 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 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 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
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 the Fund, the Adviser may also
be authorized to effect individual securities transactions at commission rates
in excess of the minimum commission rate 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 Trustees of the Fund such information relating to portfolio
transactions as they may reasonably request.
3. Compensation of the Adviser. 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 Portfolio's average daily net assets for
the month: 0.75% for the first $500 million and 0.55% in excess of $500
million.
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The compensation earned under this Agreement will 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 Portfolio's outstanding
voting securities approves the agreement before the end of the Agreement's 150-
day term, the amount in the escrow account (including interest earned) will be
paid to the Adviser. If a majority of the Portfolio's outstanding voting
securities do not approve this Agreement, the Adviser will be paid, out of the
escrow account, the lesser of (1) any costs incurred in performing the interim
contract (plus interest earned on that amount while in escrow); or (2) the total
amount in the escrow account (plus interest earned).
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.
4. Other Services. At the request of the Fund, the Adviser in its
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
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 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, 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. Subject to and in accordance with the Articles
of Incorporation of the Fund and the Articles of Incorporation of the Adviser,
Directors, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as Directors, officers,
agents, shareholders or otherwise; Directors, 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 and
the provisions of the 1940 Act.
9. Termination. 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, on 10 calendar days' written notice to
the Adviser. This Agreement will automatically and immediately terminate in the
event of its assignment. Any notice under this
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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", "interested persons",
and "a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act.
10. Amendment of Agreement. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by a vote of a
majority of those members of the Board 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 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 _____ day of ____________, 200_.
DEWEY SQUARE INVESTORS
CORPORATION UAM FUNDS, INC.
By______________________________ By_________________________________
Name: Name:
Title: Title:
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