MARKED TO INDICATE CHANGES FROM PEA #36 & 37
As filed with the Securities and Exchange Commission on May 2, 1996
- ----------------------------------------------------------------------
Investment Company Act of 1940 File No. 811-5683
Securities Act File No. 33-25355
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 38 /X/
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 40 /X/
--------------
UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)
(Exact Name of Registrant as Specified in Charter)
One International Place, Boston, MA 02110
(Address of Principal Executive Office)
Registrant's Telephone Number 1 (617) 330-8900
Karl O. Hartmann, Secretary
c/o Chase Global Funds Services Company
73 Tremont Street
Boston, Massachusetts 02108
(Name and Address of Agent for Service)
--------------
Copy to:
Audrey C. Talley, Esq.
Stradley, Ronon, Stevens & Young LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
--------------
It is proposed that this filing become effective:
(check appropriate box)
X immediately upon filing pursuant to Paragraph (b)
o on (date) pursuant to Paragraph (b)
o 60 days after filing pursuant to Paragraph (a)
o 75 days after filing pursuant to Paragraph (a)
o on (date) pursuant to Paragraph (a) of Rule 485
Registrant has previously elected to and hereby continues its
election to register an indefinite number of shares pursuant to
Rule 24f-2 under the Investment Company Act of 1940, as amended.
Registrant filed its Rule 24f-2 Notice for the fiscal year ended
October 31, 1995 on December 22, 1995.
- -----------------------------------------------------------------------
<PAGE>
UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)
CROSS REFERENCE SHEET
FILE NOS. 33-25355/811-5683
PART A OF FORM N-1A LOCATION IN PROSPECTUS
Item 1. Cover Page Cover Page
Item 2. Synopsis Fund Expenses; Estimated
Fund Expenses; Prospectus
Summary; Risk Factors
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of Registrant Risk Factors; Investment
Objective; Investment
Policies; Investment
Limitations
Item 5. Management of the Fund Investment Adviser;
Administrative Services;
Directors and Officers;
Portfolio Transactions
Item 5A. Management's Discussion
of Fund Performance Included in the
Registrant's Annual
Report to Shareholders
dated October 31, 1995
Item 6. Capital Stock and Other
Securities Purchase of Shares;
Redemption of Shares;
Buying, Selling and
Exchanging Shares;
Valuation of Shares;
Dividends, Capital Gains
Distributions and Taxes;
General Fund Information
Item 7. Purchase of Securities
Being Offered Cover Page; Purchase of
Shares; Buying, Selling and
Exchanging Shares
Item 8. Redemption or Repurchase Redemption of Shares;
Buying, Selling and
Exchanging Shares
Item 9. Pending Legal Proceedings Not Applicable
<PAGE>
PART B OF FORM N-1A LOCATION IN STATEMENT OF
ADDITIONAL INFORMATION
Item 10. Cover Page Cover Page
Item 11. Table of Contents Cover Page
Item 12. General Information and History General Information
Item 13. Investment Objective and
Policies Investment Objective and
Policies; Investment Limitations
Item 14. Management of the Fund Management of the Fund;
Investment Adviser
Item 15. Control Persons and Principal
Holders of Securities Management of the Fund
Item 16. Investment Advisory and
Other Services Investment Adviser
Item 17. Brokerage Allocation and
Other Practices Portfolio Transactions
Item 18. Capital Stock and Other
Securities General Information
Item 19. Purchase, Redemption and Pricing
of Securities Being Offered Purchase of Shares;
Redemption of Shares
Item 20. Tax Status General Information
Item 21. Underwriters Not Applicable
Item 22. Calculation of Performance Data Performance Calculations
Item 23. Financial Statements Financial Statements
PART C
Information required to be included in Part C is set forth under the
appropriate item so numbered in Part C to this Registration Statement.
<PAGE>
UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)
POST-EFFECTIVE AMENDMENT NO. 38
PART A
The following Prospectuses are also incorporated herein by reference
to Post-Effective Amendment No. 37 filed on April 12, 1996:
- Sirach Portfolios Institutional Class Shares
- Sirach Strategic Balanced, Growth, Special Equity and Equity
Portfolios Institutional Service Class Shares
The following Prospectuses are also incorporated herein by reference
to Post-Effective Amendment No. 36 filed on February 29, 1996:
- Acadian Portfolios Institutional Class Shares
- C & B Portfolios Institutional Class Shares
- DSI Portfolios Institutional Class Shares
- DSI Disciplined Value Portfolio Institutional Service Class Shares
- Enhanced Monthly Income Portfolio Institutional Class Shares
- FMA Small Company Portfolio Institutional Class Shares
- ICM Fixed Income Portfolio Institutional Class Shares
- ICM Equity and ICM Small Company Portfolios Institutional Class
Shares
- McKee Portfolios Institutional Class Shares
- NWQ Portfolios Institutional Class Shares
- NWQ Portfolios Institutional Service Class Shares
- Rice, Hall, James Small Cap Portfolio Institutional Class Shares
- SAMI Preferred Stock Income Portfolio Institutional Class Shares
- Sterling Portfolios Institutional Class Shares
- Sterling Portfolios Institutional Service Class Shares
- TS&W Portfolios Institutional Class Shares
The following Prospectus is also incorporated herein by reference to
Post-Effective Amendment No. 25 filed on December 23, 1993:
- Cambiar Anticipation Portfolio Institutional Class
Shares (This Portfolio and class of shares is not yet
operational.)
The following Prospectuses are also incorporated herein by reference
to Post-Effective Amendment No. 21 filed on August 30, 1993:
- AEW Commercial Mortgage-Backed Securities Portfolio
Institutional Class Shares (This Portfolio and class of
shares is not yet operational.)
- HJMC Equity Portfolio Institutional Class Shares (This
Portfolio and class of shares is not yet operational.)
<PAGE>
UAM FUNDS, INC. (THE "FUND")
PART A
The Prospectus for the Enhanced Monthly Income Portfolio
(the "Portfolio") Institutional Class Shares dated February 29,
1996 is incorporated herein by reference to Post-Effective
Amendment No. 33 to Registrant's Registration Statement on Form N-
1A (File No. 33-79858) filed with the Securities and Exchange
Commission on February 8, 1995. The Prospectus is supplemented
by its Financial Highlights as of March 31, 1996 filed herein to
comply with the Fund's undertaking to file a post-effective
amendment containing reasonably current financial statements
which need not be audited within four to six months of the
commencement of the Portfolio.
<PAGE>
UAM FUNDS, INC.
ENHANCED MONTHLY INCOME PORTFOLIO
INSTITUTIONAL CLASS SHARES
SUPPLEMENT DATED MAY 2, 1996 TO THE PROSPECTUS DATED FEBRUARY 29, 1996
FINANCIAL HIGHLIGHTS
(Unaudited)
The following table provides financial highlights for the
Enhanced Monthly Income Portfolio (the "Portfolio") throughout the
period presented and is part of the Portfolio's unaudited financial
statements for the period ended March 31, 1996 which is included in
the Portfolio's Statement of Additional Information. The Statement of
Additional Information and the financial statements therein are
available at no cost and can be requested by writing to the address or
calling the telephone number on the cover of the Prospectus. The
following should be read in conjunction with the financial statements
including the notes thereto.
<TABLE>
<CAPTION>
November 15, 1995**
to March 31, 1996
(Unaudited)
<S> <C>
- ---------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $10.00
- ---------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income+ 0.26
Net Realized and Unrealized Gain 0.14
- ---------------------------------------------------------------
Total from Investment Operations 0.40
- ---------------------------------------------------------------
DISTRIBUTIONS
Net Investment Income (0.11)
In Excess of Net Realized Gain -
- ---------------------------------------------------------------
Total Distributions (0.11)
- ---------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $10.29
- ---------------------------------------------------------------
TOTAL RETURN 4.03%++
- ---------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands) $1,948
Ratios After Expense Limitations:
Expenses to Average Net Assets 1.00%*
Net Investment Income to Average Net Assets 7.10%*
Ratios Before Expense Limitations:
Expenses to Average Net Assets 4.53%*
Net Investment Income to Average Net Assets 3.60%*
Portfolio Turnover Rate 123%
Average Brokerage Commission Ratio 0.0242
- ----------------------------------------------------------------
</TABLE>
* Annualized
**Commencement of Operations
+ Net of voluntarily waived fees and reimbursed expenses for the
period ended March 31, 1996 of $0.13 per share.
++Total return would have been lower had the Adviser not waived and
assumed certain expenses during the period.
<PAGE>
UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)
POST-EFFECTIVE AMENDMENT NO. 38
PART B
The following Statement of Additional Information is included in this
Post-Effective Amendment No. 38:
- SAMI Preferred Stock Income Portfolio and Enhanced Monthly
Income Portfolio Institutional Class Shares
The following Statement of Additional Information is also incorporated
herein by reference to Post-Effective Amendment No. 37 filed on April
12, 1996:
- Sirach Portfolios Institutional Class Shares and
Institutional Service Class Shares
The following Statements of Additional Information are also
incorporated herein by reference to Post-Effective Amendment No. 36
filed on February 29, 1996:
- Acadian Portfolios Institutional Class Shares
- C & B Portfolios Institutional Class Shares
- DSI Portfolios Institutional Class Shares and Institutional
Service Class Shares
- FMA Small Company Portfolio Institutional Class Shares
- ICM Equity and ICM Small Company Portfolios Institutional
Class Shares
- ICM Fixed Income Portfolio Institutional Class Shares
- McKee Portfolios Institutional Class Shares
- NWQ Portfolios Institutional Class Shares and Institutional
Service Class Shares
- Rice, Hall, James Small Cap Portfolio Institutional Class Shares
- Sterling Portfolios Institutional Class Shares and
Institutional Service Class Shares
- TS&W Portfolios Institutional Class Shares
The following Statement of Additional Information is also incorporated
herein by reference to Post-Effective Amendment No. 25 filed on
December 23, 1993:
- Cambiar Anticipation Portfolio Institutional Class
Shares (This Portfolio and class of shares is not yet
operational.)
The following Statements of Additional Information are also
incorporated herein by reference to Post-Effective Amendment No. 21
filed on August 30, 1993:
- AEW Commercial Mortgage-Backed Securities Portfolio
Institutional Class Shares (This Portfolio and class of
shares is not yet operational.)
- HJMC Equity Portfolio Institutional Class Shares (This
Portfolio and class of shares is not yet operational.)
<PAGE>
PART B
UAM FUNDS
SAMI PREFERRED STOCK INCOME PORTFOLIO
ENHANCED MONTHLY INCOME PORTFOLIO
INSTITUTIONAL CLASS SHARES
STATEMENT OF ADDITIONAL INFORMATION
FEBRUARY 29, 1996 AS AMENDED APRIL 1, 1996
AND MAY 2, 1996
This Statement is not a Prospectus but should be read in
conjunction with the Prospectus of the UAM Funds, Inc. (the "UAM
Funds" or the "Fund") for the SAMI Preferred Stock Income Portfolio's
Institutional Class Shares dated February 29, 1996 as amended April 1,
1996 and the Prospectus for the Enhanced Monthly Income Portfolio's
Institutional Class Shares dated February 29, 1996 and supplemented
May 2, 1996. To obtain the Prospectuses, please call the UAM Funds
Service Center:
1-800-638-7983
TABLE OF CONTENTS
PAGE
----
Investment Objectives and Policies 2
Purchase of Shares 4
Redemption of Shares 5
Shareholder Services 6
Investment Limitations 6
Management of the Fund 7
Investment Adviser 8
Portfolio Transactions 9
Administrative Services 9
Performance Calculations 10
General Information 13
Financial Statements 14
Appendix - Description of Securities and Ratings A-1
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The following discussion supplements the discussion of the
investment objective and policies of the SAMI Preferred Stock Income
Portfolio and the Enhanced Monthly Income Portfolio (the "Portfolios")
as set forth in the Portfolios' Prospectuses:
SECURITIES LENDING
The Portfolios may lend their investment securities to qualified
investors who need to borrow securities in order to complete certain
transactions, such as covering short sales, avoiding failures to
deliver securities or completing arbitrage operations. By lending its
investment securities, a Portfolio attempts to increase its income
through the receipt of interest on the loan. Any gain or loss in the
market price of the securities loaned that might occur during the term
of the loan would be for the account of the Portfolio. Each Portfolio
may lend its investment securities to qualified brokers, dealers,
domestic and foreign banks or other financial institutions, so long as
the terms, the structure and the aggregate amount of such loans are
not inconsistent with the Investment Company Act of 1940, as amended,
(the "1940 Act") or the rules and regulations or interpretations of
the Securities and Exchange Commission (the "Commission") thereunder,
which currently require that (a) the borrower pledge and maintain with
the Portfolio collateral consisting of cash, an irrevocable letter of
credit issued by a domestic U.S. bank, or securities issued or
guaranteed by the United States Government having a value at all times
not less than 100% of the value of the securities loaned, (b) the
borrower add to such collateral whenever the price of the securities
loaned rises (i.e., the borrower "marks to the market" on a daily
basis), (c) the loan be made subject to termination by the Portfolio
at any time, and (d) the Portfolio receives reasonable interest on the
loan (which may include the Portfolio investing any cash collateral in
interest bearing short-term investments), any distribution on the
loaned securities and any increase in their market value. All relevant
facts and circumstances, including the creditworthiness of the broker,
dealer or institution, will be considered in making decisions with
respect to the lending of securities, subject to review by the
Directors.
At the present time, the Staff of the Commission does not object
if an investment company pays reasonable negotiated fees in connection
with loaned securities, so long as such fees are set forth in a
written contract and approved by the investment company's Directors.
The Portfolios will continue to retain any voting rights with respect
to the loaned securities. If a material event occurs affecting an
investment on loan, the loan must be called and the securities voted.
RISKS PARTICULAR TO THE PUBLIC UTILITIES INDUSTRY
The public utilities industries are subject to various
uncertainties, including: difficulty in obtaining adequate returns on
invested capital; frequent difficulty in obtaining approval of rate
increases by public service commissions; increased costs, delays and
restrictions as a result of environmental considerations; difficulty
and delay in securing financing of large construction projects;
difficulties of the capital markets in absorbing utility debt and
equity securities; difficulties in obtaining fuel for electric
generation at reasonable prices; difficulty in obtaining natural gas
for resale; special risks associated with the construction and
operation of nuclear power generating facilities, including technical
and cost factors of such construction and operation and the
possibility of imposition of additional governmental requirements for
construction and operation; and the effects of energy conservation and
the effects of regulatory changes, such as the possible adverse
effects on profits of recent increased competition among
telecommunications companies and the uncertainties resulting from such
companies' diversification into new domestic and international
businesses, as well as agreements by many such companies linking
future rate increases to inflation or other factors not directly
related to the actual operating profits of the enterprise.
FUTURES CONTRACTS
The Portfolios may enter into futures contracts, options and
options on futures contracts for the purposes of hedging, remaining
fully invested and reducing transactions costs. Futures contracts
provide for the future sale by one party and purchase by another party
of a specified amount of a specific security at a specified future
time and at a specified price. Futures contracts which are
standardized as to maturity date and underlying financial instrument
are traded on national futures exchanges. Futures exchanges and
trading are regulated under the Commodity Exchange Act by the
Commodity Futures Trading Commission ("CFTC"), a U.S. Government
Agency.
Although futures contracts by their terms call for actual
delivery or acceptance of the underlying securities, in most cases the
contracts are closed out before the settlement date without the making
or taking of delivery. Closing out an open futures position is done by
taking an opposite position ("buying" a contract which has previously
been "sold" or "selling" a contract previously "purchased") in an
identical contract to terminate the position. Brokerage commissions
are incurred when a futures contract is bought or sold.
Futures traders are required to make a good faith margin deposit
in cash or government securities with a broker or custodian to
initiate and maintain open positions in futures contracts. A margin
deposit is intended to assure completion of the contract (delivery or
acceptance of the underlying security) if it is not terminated prior
to the specified delivery date. Minimal initial margin requirements
are established by the futures exchange and may be changed. Brokers
may establish deposit requirements which are higher than the exchange
minimums. Futures contracts are customarily purchased and sold on
margin that may range upward from less than 5% of the value of the
contract being traded. After a futures contract position is opened,
the value of the contract is marked to market daily. If the futures
contract price changes to the extent that the margin on deposit does
not satisfy margin requirements, payment of additional "variation"
margin will be required. Conversely, change in the contract value may
reduce the required margin, resulting in a repayment of excess margin
to the contract holder. Variation margin payments are made to and from
the futures broker for as long as the contract remains open. The Fund
expects to earn interest income on its margin deposits.
Traders in futures contracts may be broadly classified as either
"hedgers" or "speculators". Hedgers use the futures markets primarily
to offset unfavorable changes in the value of securities otherwise
held for investment purposes or expected to be acquired by them.
Speculators are less inclined to own the securities underlying the
futures contracts which they trade, and use futures contracts with the
expectation of realizing profits from a fluctuation in interest rates.
The Portfolios intend to use futures contracts only for hedging
purposes.
Regulations of the CFTC applicable to the Fund require that all
of its futures transactions constitute bonafide hedging transactions
or that the Fund's commodity futures and option positions be for other
purposes, to the extent that the aggregate initial margins and
premiums required to establish such non-hedging positions do not
exceed five percent of the liquidation value of a Portfolio. A
Portfolio will only sell futures contracts to protect securities it
owns against price declines or purchase contracts to protect against
an increase in the price of securities it intends to purchase. As
evidence of this hedging interest, the Portfolio expects that
approximately 75% of its futures contracts purchases will be
"completed"; that is, equivalent amounts of related securities will
have been purchased or are being purchased by the Portfolio upon sale
of open futures contracts.
Although techniques other than the sale and purchase of futures
contracts could be used to control the Portfolios' exposure to market
fluctuations, the use of futures contracts may be a more effective
means of hedging this exposure. While the Portfolios will incur
commission expenses in both opening and closing out futures positions,
these costs are lower than transaction costs incurred in the purchase
and sale of the underlying securities.
RESTRICTIONS ON THE USE OF FUTURES CONTRACTS
The Portfolios will not enter into futures contract transactions
to the extent that, immediately thereafter, the sum of its initial
margin deposits on open contracts exceeds 5% of the market value of
its total assets. Each Portfolio's outstanding obligations to purchase
securities under these contracts may be 100% of its total assets.
RISK FACTORS IN FUTURES TRANSACTIONS
The Portfolios will minimize the risk that they will be unable to
close out a futures contract by only entering into futures which are
traded on national futures exchanges and for which there appears to be
a liquid secondary market. However, there can be no assurance that a
liquid secondary market will exist for any particular futures contract
at any specific time. Thus, it may not be possible to close a futures
position. In the event of adverse price movements, the Portfolios
would continue to be required to make daily cash payments to maintain
its required margin. In such situations, if the Portfolios have
insufficient cash, they may have to sell portfolio securities to meet
daily margin requirements at a time when it may be disadvantageous to
do so. In addition, the Portfolios may be required to make delivery of
the instruments underlying futures contracts they hold. The inability
to close futures positions also could have an adverse impact on a
Portfolio's ability to effectively hedge.
The risk of loss in trading futures contracts in some strategies
can be substantial due both to the low margin deposits required and
the extremely high degree of leverage involved in futures pricing. As
a result, a relatively small price movement in a futures contract may
result in immediate and substantial loss (as well as gain) to the
investor. For example, if at the time of purchase, 10% of the value of
the futures contract is deposited as margin, a subsequent 10% decrease
in the value of the futures contracts would result in a total loss of
the margin deposit, before any deduction for the transaction costs, if
the account were then closed out. A 15% decrease would result in a
loss equal to 150% of the original margin deposit if the contract were
closed out. Thus, a purchase or sale of a futures contract may result
in excess of the amount invested in the contract. However, because the
futures strategies of a Portfolio are engaged in only for hedging
purposes, the Adviser does not believe that the Portfolios are subject
to the risks of loss frequently associated with futures transactions.
The Portfolios would presumably have sustained comparable losses if,
instead of the futures contract, they had invested in the underlying
financial instrument and sold it after the decline.
Utilization of futures transactions by the Portfolios does
involve the risk of imperfect or no correlation where the securities
underlying futures contracts have different maturities than the
portfolio securities being hedged. It is also possible that the
Portfolios could lose money on futures contracts and also experience a
decline in value of portfolio securities. There is also the risk of
loss by the Portfolios of margin deposits in the event of bankruptcy
of a broker with whom the Portfolios have an open position in a
futures contract.
Most futures exchanges limit the amount of fluctuation permitted
in futures contract prices during a single trading day. The daily
limit establishes the maximum amount that the price of a futures
contract may vary either up or down from the previous day's settlement
price at the end of a trading session. Once the daily limit has been
reached in a particular type of contract, no trades may be made on
that day at a price beyond that limit. The daily limit governs only
price movement during a particular trading day and therefore does not
limit potential losses, because the limit may prevent the liquidation
of unfavorable positions. Futures contract prices have occasionally
moved to the daily limit for several consecutive trading days, with
little or no trading, thereby preventing prompt liquidation of futures
positions and subjecting some futures traders to substantial losses.
FEDERAL TAX TREATMENT OF FUTURES CONTRACTS
Except for transactions the Portfolios have identified as hedging
transactions, the Portfolios are required for Federal income tax
purposes to recognize as income for each taxable year their net
unrealized gains and losses on regulated futures contracts as of the
end of the year as well as those actually realized during the year. In
most cases any gains or loss recognized with respect to a futures
contract is considered to be 60% long-term capital gain or loss and
40% short-term capital gain or losses, without regard to the holding
period of the contract. Furthermore, sales of futures contracts which
are intended to hedge against a change in the value of securities held
by the Portfolios may affect the holding period of such securities
and, consequently, the nature of the gain or loss on such securities
upon disposition.
In order for the Portfolios to continue to qualify for Federal
income tax treatment as a regulated investment company under the
Internal Revenue Code of 1986, as amended (the "Code"), at least 90%
of their gross income for a taxable year must be derived from
qualifying income: i.e., dividends, interest, income derived from
loans of securities, and gains from the sale of securities of foreign
currencies, or other income derived with respect to its business
investing in such securities or currencies. In addition, gains
realized on the sale or other disposition of securities held for less
than three months must be limited to less than 30% of the Portfolios'
annual gross income. It is anticipated that any net gain realized from
the closing out of futures contracts will be considered a gain from
the sale of securities and therefore will be qualifying income for
purposes of the 90% requirement. In order to avoid realizing excessive
gains on securities held for less than three months, a Portfolio may
be required to defer the closing out of futures contracts beyond the
time when it would otherwise be advantageous to do so. It is
anticipated that unrealized gains on futures contracts, which have
been open for less than three months as of the end of a Portfolio's
fiscal year and which are recognized for tax purposes, will not be
considered gains on securities held for less than three months for the
purposes of the 30% test.
The Portfolios will distribute to shareholders annually any net
capital gains which have been recognized for Federal income tax
purposes (including unrealized gains at the end of the Portfolios'
fiscal year) on futures transactions. Such distribution will be
combined with distributions of capital gains realized on the
Portfolios' other investments and shareholders will be advised on the
nature of the payments.
PURCHASE OF SHARES
Shares of each Portfolio may be purchased without a sales
commission, at the net asset value per share next determined after an
order is received in proper form by the Fund, and payment is received
by the Fund's Custodian. The minimum initial investment required for
each Portfolio is $2,500 with certain exceptions as may be determined
from time to time by the officers of the Fund. An order received in
proper form prior to the 4:00 p.m. close of the New York Stock
Exchange (the "Exchange") will be executed at the price computed on
the date of receipt; and an order received not in proper form or after
the 4:00 p.m. close of the Exchange will be executed at the price
computed on the next day the Exchange is open after proper receipt.
The Exchange will be closed on the following days: Good Friday,
April 5, 1996; Memorial Day, May 27, 1996; Independence Day, July 4,
1996; Labor Day, September 2, 1996; Thanksgiving Day, November 28,
1996; Christmas Day, December 25, 1996; New Year's Day, January 1,
1997; and Presidents' Day, February 17, 1997.
Each Portfolio reserves the right in its sole discretion (1) to
suspend the offering of its shares, (2) to reject purchase orders when
in the judgment of management such rejection is in the best interest
of the Fund, and (3) to reduce or waive the minimum for initial and
subsequent investment for certain fiduciary accounts such as employee
benefit plans or under circumstances where certain economies can be
achieved in sales of a Portfolio's shares.
REDEMPTION OF SHARES
REDEMPTIONS
Each Portfolio may suspend redemption privileges or postpone the
date of payment (1) during any period that both the Exchange and
custodian bank are closed, or trading on the Exchange is restricted as
determined by the Commission, (2) during any period when an emergency
exists as defined by the rules of the Commission as a result of which
it is not reasonably practicable for a Portfolio to dispose of
securities owned by it, or to fairly determine the value of its
assets, and (3) for such other periods as the Commission may permit.
The Fund has made an election with the Commission to pay in cash all
redemptions requested by any shareholder of record limited in amount
during any 90-day period to the lesser of $250,000 or 1% of the net
assets of the Fund at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Commission. Redemptions
in excess of the above limits may be paid in whole or in part, in
investment securities or in cash, as the Directors may deem advisable;
however, payment will be made wholly in cash unless the Directors
believe that economic or market conditions exist which would make such
a practice detrimental to the best interests of the Fund. If
redemptions are paid in investment securities, such securities will be
valued as set forth in the Prospectus under "Valuation of Shares" and
a redeeming shareholder would normally incur brokerage expenses if
these securities were converted to cash.
No charge is made by the Portfolios for redemptions. Any
redemption may be more or less than the shareholder's initial cost
depending on the market value of the securities held by the
Portfolios.
SIGNATURE GUARANTEES - To protect your account, the Fund and
Chase Global Funds Services Company (the "Administrator") from fraud,
signature guarantees are required for certain redemptions. The purpose
of signature guarantees is to verify the identity of the person who
has authorized a redemption from your account. Signature guarantees
are required in connection with (1) all redemptions when the proceeds
are to be paid to someone other than the registered owner(s) and/or
registered address; or (2) share transfer requests.
Signatures must be guaranteed by an "eligible guarantor
institution" as defined in Rule 17Ad-15 under the Securities Exchange
Act of 1934. Eligible guarantor institutions include banks, brokers,
dealers, credit unions, national securities exchanges, registered
securities associations, clearing agencies and savings associations. A
complete definition of eligible guarantor institutions is available
from the transfer agent. Broker-dealers guaranteeing signatures must
be a member of a clearing corporation or maintain net capital of at
least $100,000. Credit unions must be authorized to issue signature
guarantees. Signature guarantees will be accepted from any eligible
guarantor institution which participates in a signature guarantee
program.
The signature guarantee must appear either: (1) on the written
request for redemption; (2) on a separate instrument for assignment
("stock power") which should specify the total number of shares to be
redeemed; or (3) on all stock certificates tendered for redemption
and, if shares held by the Fund are also being redeemed, on the letter
or stock power.
SHAREHOLDER SERVICES
The following supplements the information set forth under
"Shareholder Services" in the SAMI Preferred Stock Income Portfolio
and under "Buying Selling and Exchanging Shares" in the Enhanced
Monthly Income Portfolio Prospectus:
EXCHANGE PRIVILEGE
Institutional Class Shares of each Portfolio may be exchanged for
Institutional Class Shares of the other Portfolio. In addition,
Institutional Class Shares of each Portfolio may be exchanged for any
other Institutional Class Shares of a Portfolio included in the UAM
Funds which is comprised of the Fund and UAM Funds Trust. (See the
list of Portfolios of the UAM Funds - Institutional Class Shares at
the end of the Prospectus.) Exchange requests should be made by
calling the Fund (1-800-638-7983) or by writing to the UAM Funds, UAM
Funds Service Center, c/o Chase Global Funds Services Company, P.O.
Box 2798, Boston, MA 02208-2798. The exchange privilege is only
available with respect to Portfolios that are registered for sale in
the shareholder's state of residence.
Any such exchange will be based on the respective net asset
values of the shares involved. There is no sales commission or charge
of any kind. Before making an exchange into a Portfolio, a shareholder
should read its Prospectus and consider the investment objectives of
the Portfolio to be purchased. You may obtain a Prospectus for the
Portfolio(s) you are interested in by calling the UAM Funds Service
Center at 1-800-638-7983.
Exchange requests may be made either by mail or telephone.
Telephone exchanges will be accepted only if the certificates for the
shares to be exchanged are held by the Fund for the account of the
shareholder and the registration of the two accounts will be
identical. Requests for exchanges received prior to 4:00 p.m. (Eastern
Time) will be processed as of the close of business on the same day.
Requests received after 4:00 p.m. will be processed on the next
business day. Neither the Fund nor the Administrator will be
responsible for the authenticity of the exchange instructions received
by telephone. Exchanges may also be subject to limitations as to
amounts or frequency, and to other restrictions established by the
Board of Directors to assure that such exchanges do not disadvantage
the Fund and its shareholders.
For Federal income tax purposes an exchange between Portfolios is
a taxable event, and, accordingly, a capital gain or loss may be
realized. In a revenue ruling relating to circumstances similar to the
Fund's, an exchange between series of a Fund was also deemed to be a
taxable event. It is likely, therefore, that a capital gain or loss
would be realized on an exchange between Portfolios; you may want to
consult your tax adviser for further information in this regard. The
exchange privilege may be modified or terminated at any time.
TRANSFER OF SHARES
Shareholders may transfer shares of the Portfolios to another
person by making a written request to the Fund. The request should
clearly identify the account and number of shares to be transferred,
and include the signature of all registered owners and all stock
certificates, if any, which are subject to the transfer. The signature
on the letter of request, the stock certificate or any stock power
must be guaranteed in the same manner as described under "Redemption
of Shares". As in the case of redemptions, the written request must be
received in good order before any transfer can be made.
INVESTMENT LIMITATIONS
The SAMI Preferred Stock Income Portfolio and the Enhanced
Monthly Income Portfolio are subject to the following restrictions,
which are non-fundamental, and which may be changed by the Fund's
Board of Directors upon reasonable notice to investors. These
restrictions supplement the investment objectives and policies set
forth in each Portfolio's Prospectus. Each Portfolio will not:
(1) invest in commodities, except for hedging, liquidity
and related purposes as provided in the Prospectus and
herein;
(2) purchase or sell real estate, although it may purchase
and sell securities of companies which deal in real estate
and may purchase and sell securities which are secured by
interests in real estate;
(3) purchase on margin or sell short;
(4) purchase or retain securities of an issuer if those
Officers and Directors of the Fund or its investment adviser
owning more than 1/2 of 1% of such securities together own
more than 5% of such securities;
(5) underwrite the securities of other issuers or invest
more than an aggregate of: (i) 10% of the total assets of
the SAMI Preferred Stock Income Portfolio, determined at the
time of investment, in securities subject to legal or
contractual restrictions on resale and for which there are
no readily available markets, including repurchase
agreements having maturities of more than seven days (until
further notice, as an undertaking for state securities
registration purposes in Wisconsin, the SAMI Preferred Stock
Income Portfolio will limit such investments to 5% or less
of its total assets, determined at the time of investment);
and (ii) 15% of the total assets of the Enhanced Monthly
Income Portfolio, determined at the time of investment, in
securities subject to legal or contractual restrictions on
resale and for which there are no readily available markets,
including repurchase agreements having maturities of more
than seven days;
(6) invest for the purpose of exercising control over
management of any company;
(7) acquire any securities of companies within one
industry, other than the utilities industry, if, as a result
of such acquisition, more than 25% of the value of a
Portfolio's total assets would be invested in securities of
companies within such industry; provided, however, that
there shall be no limitation on the purchase of obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, or instruments issued by U.S. banks when
a Portfolio adopts a temporary defensive position; and
(8) write or acquire options or interests in oil, gas or
other mineral exploration or development programs.
MANAGEMENT OF THE FUND
OFFICERS AND DIRECTORS
The Fund's officers, under the supervision of the Board of
Directors, manage the day-to-day operations of the Fund. The Directors
set broad policies for the Fund and choose its officers. A list of the
Directors and officers of the Fund and a brief statement of their
present positions and principal occupations during the past 5 years is
set forth in each Prospectus. As of April 12, 1996, the Directors
and officers of the Fund owned less than 1% of the Fund's outstanding
shares.
REMUNERATION OF DIRECTORS AND OFFICERS
The Fund pays each Director, who is not also an officer or
affiliated person, a $150 quarterly retainer fee per active Portfolio
which currently amounts to $4,500 per quarter. In addition, each
unaffiliated Director receives a $2,000 meeting fee which is
aggregated for all of the Directors and allocated proportionately
among the Portfolios of the Fund and UAM Funds Trust as well as the
AEW Commercial Mortgage Securities Fund, Inc. and reimbursement for
travel and other expenses incurred while attending Board meetings.
Directors who are also officers or affiliated persons receive no
remuneration for their service as Directors. The Fund's officers and
employees are paid by either the Adviser, United Asset Management
Corporation ("UAM"), or the Administrator and receive no compensation
from the Fund. The following table shows aggregate compensation paid
to each of the Fund's unaffiliated Directors by the Fund and total
compensation paid by the Fund, UAM Funds Trust and AEW Commercial
Mortgage Securities Fund, Inc. (collectively the "Fund Complex") in
the fiscal year ended October 31, 1995.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
(1) (2) (3) (4) (5)
Pension or Total
Aggregate Retirement Estimated Compensation
Name of Compensatio Benefits Annual from
Person, n Accrued as Benefits Registrant
Position From Part of Upon and Fund
Registrant Fund Retirement Complex
Expenses Paid to
Directors
- -----------------------------------------------------------------------
<S> <C> <C> <C> <C>
John T.
Bennett, Jr. $24,435 0 0 $26,750
Director
J. Edward
Day $24,435 0 0 $26,750
Director
Philip D.
English $24,435 0 0 $26,750
Director
William A.
Humenuk $24,435 0 0 $26,750
Director
</TABLE>
PRINCIPAL HOLDERS OF SECURITIES
As of April 12, 1996, the following persons or organizations
owned of record or beneficially 5% or more of the shares of a
Portfolio, as noted:
SAMI PREFERRED STOCK INCOME PORTFOLIO: Amsouth Bank, N.A.,
Trustee for Drummond Co., Revised Pension Plan, Birmingham, AL,
28.3%*; Kansas City Power & Light Company, Kansas City, MO, 23.2%;
Intercoast Capital Company, Wilmington, DE, 15%; Continental Trust
Company, Trustee for Sisters of St. Francis Health Services Inc.,
Retirement Trust Chicago, IL, 12.8%* and Intercoast Capital Company,
Wilmington, DE, 10.9%.
ENHANCED MONTHLY INCOME PORTFOLIO: Robert T. and Angela J.
Degavre, Mercer Island, NY, 58.7%; Bernard M. and Phyllis N. Sussman,
Warren, NJ, 26.7%; Mark A. and Kathy J. Lieb, Greenwich, CT, 9.3% and
Scott T. Fleming, New Canaan, CT, 5.2%.
The persons or organizations owning 25% or more of the
outstanding shares of a Portfolio may be presumed to control (as that
term is defined in the 1940 Act) such Portfolio. As a result, those
persons or organizations could have the ability to vote a majority of
the shares of the Portfolio on any matter requiring the approval of
shareholders of such Portfolio.
___________
* Denotes shares held by a trustee or other fiduciary for which
beneficial ownership is disclaimed or presumed disclaimed.
INVESTMENT ADVISER
CONTROL OF ADVISER
Spectrum Asset Management, Inc. (the "Adviser") is a wholly-owned
subsidiary of UAM, a holding company incorporated in Delaware in
December 1980 for the purpose of acquiring and owning firms engaged
primarily in institutional investment management. Since its first
acquisition in August 1983, UAM has acquired or organized
approximately 45 wholly-owned affiliated firms (the "UAM Affiliated
Firms"). UAM believes that permitting UAM Affiliated Firms to retain
control over their investment advisory decisions is necessary to allow
them to continue to provide investment management services that are
intended to meet the particular needs of their respective clients.
Accordingly, after acquisition by UAM, UAM Affiliated Firms
continue to operate under their own firm name, with their own
leadership and individual investment philosophy and approach. Each UAM
Affiliated Firm manages its own business independently on a day-to-day
basis. Investment strategies employed and securities selected by UAM
Affiliated Firms are separately chosen by each of them.
PHILOSOPHY AND STYLE
The Adviser has been managing diversified hedged preferred stock
portfolios for major institutional investors since 1987. Focused
exclusively on preferred stocks, Spectrum's three senior executives
have a total of nearly 50 years of experience in this specialized
market. The firm uses sophisticated, proprietary pricing and hedging
models, in addition to the expertise of its investment professionals,
to develop strategies which take advantage of market inefficiencies
and opportunities while mitigating the effect of interest rate
movements on the capital value of the Portfolio.
ADVISORY FEES
For the period from June 23, 1992 (commencement of operations) to
October 31, 1992, the SAMI Preferred Stock Income Portfolio paid no
advisory fees. During this period, the Adviser voluntarily waived
advisory fees of approximately $34,000. For the fiscal year ended
October 31, 1993 the SAMI Preferred Stock Income Portfolio paid
approximately $244,000 in advisory fees. During this period, the
Adviser voluntarily waived advisory fees of approximately $61,000. For
the fiscal years ended October 31, 1994 and 1995 the SAMI Preferred
Stock Income Portfolio paid advisory fees of $535,000 and $385,000,
respectively. As of October 31, 1995, the Enhanced Monthly Income
Portfolio had not commenced operations.
PORTFOLIO TRANSACTIONS
The Investment Advisory Agreement authorizes the Adviser to
select the brokers or dealers that will execute the purchases and
sales of investment securities for the Portfolios and directs the
Adviser to use its best efforts to obtain the best execution with
respect to all transactions for the Portfolios. In doing so, a
Portfolio may pay higher commission rates than the lowest rate
available when the Adviser believes it is reasonable to do so in light
of the value of the research, statistical, and pricing services
provided by the broker effecting the transaction. It is not the Fund's
practice to allocate brokerage or principal business on the basis of
sales of shares which may be made through broker-dealer firms.
However, the Adviser may place portfolio orders with qualified
broker-dealers who recommend the Fund's Portfolios or who act as
agents in the purchase of shares of the Portfolios for their clients.
During the fiscal years ended October 31, 1993, 1994 and 1995 the
entire Fund paid brokerage commissions of approximately $1,592,000,
$2,402,000 and $2,983,000, respectively.
A Portfolio may place a portion of its portfolio transactions
with the Adviser, which is a registered broker. Transactions placed
with the Adviser are subject to procedures adopted and supervised by
the Board of Directors. For the fiscal years ended October 31, 1993,
1994 and 1995, the entire Fund paid commissions of approximately
$209,000, $177,000 and $58,000, respectively, to the Adviser for
transactions placed through its brokerage facilities.
Some securities considered for investment by a Portfolio may also
be appropriate for other clients served by the Adviser. If purchases
or sales of securities consistent with the investment policies of a
Portfolio and one or more of these other clients served by the Adviser
is considered at or about the same time, transactions in such
securities will be allocated among the Portfolio and clients in a
manner deemed fair and reasonable by the Adviser. Although there is no
specified formula for allocating such transactions, the various
allocation methods used by the Adviser, and the results of such
allocations, are subject to periodic review by the Fund's Directors.
ADMINISTRATIVE SERVICES
In a merger completed on September 1, 1995, The Chase Manhattan
Bank, N.A. ("Chase") succeeded to all of the rights and obligations
under the Fund Administration Agreement between the Fund and United
States Trust Company of New York ("U.S. Trust"), pursuant to which
U.S. Trust had agreed to provide certain administrative services to
the Fund. Pursuant to a delegation clause in the U.S. Trust
Administration Agreement, U.S. Trust delegated its administration
responsibilities to Mutual Funds Service Company, which after the
merger with Chase is a subsidiary of Chase know as Chase Global Funds
Services Company and will continue to provide certain administrative
services to the Fund. During the fiscal year ended October 31, 1993,
administrative services fees paid to the Administrator by the SAMI
Preferred Stock Income Portfolio totaled approximately $56,000. The
basis of the fees paid to the Administrator for the 1993 fiscal year
was as follows: the Fund paid a monthly fee for its services which on
an annualized basis equaled 0.16 of 1% of the first $200 million of
the aggregate net assets of the Fund; plus 0.12 of 1% of the next
$800 million of the aggregate net assets of the Fund; plus 0.06 of 1%
of the aggregate net assets in excess of $1 billion. The fees were
allocated among the Portfolios on the basis of their relative assets
and were subject to a graduated minimum fee schedule per Portfolio,
which rose from $1,000 per month upon inception of a Portfolio to
$50,000 annually after two years. During the fiscal years ended
October 31, 1994 and October 31, 1995, administrative services fees
paid to the Administrator by the SAMI Preferred Stock Income Portfolio
totaled $90,000 and $78,000, respectively. As of October 31, 1995, the
Enhanced Monthly Income Portfolio had not commenced operations. The
services provided by the Administrator and the basis of the fees for
the 1994 and 1995 fiscal years fees payable to the Administrator are
described in each Portfolio's Prospectus.
PERFORMANCE CALCULATIONS
PERFORMANCE
The Portfolio may from time to time quote various performance
figures to illustrate past performance.
Performance quotations by investment companies are subject to
rules adopted by the Commission, which require the use of standardized
performance quotations or, alternatively, that every non-standardized
performance quotation furnished by the Fund be accompanied by certain
standardized performance information computed as required by the
Commission. Current yield and average annual compounded total return
quotations used by the Fund are based on the standardized methods of
computing performance mandated by the Commission. An explanation of
those and other methods used to compute or express performance
follows.
TOTAL RETURN
The average annual total return of each Portfolio is determined
by finding the average annual compounded rates of return over 1, 5,
and 10 year periods that would equate an initial hypothetical $1,000
investment to its ending redeemable value. The calculation assumes
that all dividends and distributions are reinvested when paid. The
quotation assumes the amount was completely redeemed at the end of
each 1, 5 and 10 year period and the deduction of all applicable Fund
expenses on an annual basis. The average annual total rates of return
for the SAMI Preferred Stock Income Portfolio from inception and for
the one-year period ended on the date of the Financial Statements
included herein, are as follows:
SINCE
INCEPTION
ONE YEAR THROUGH YEAR
ENDED ENDED
OCTOBER 31, 1995 OCTOBER 31, 1995 INCEPTION DATE
---------------- ---------------- --------------
SAMI Preferred Stock
Income Portfolio 6.67% 3.74% 6/23/92
The cumulative total rate of return for the Enhanced Monthly
Income Portfolio from inception to the date of the financial
statements included herein is 4.03%.
These figures were calculated according to the following formula:
n
P (1 + T) = ERV
where:
P =a hypothetical initial payment of $1,000
T =average annual total return
n =number of years
ERV =ending redeemable value of a hypothetical $1,000 payment
made at the beginning of the 1, 5, or 10 year periods at
the end of the 1, 5, or 10 year periods (or fractional
portion thereof).
YIELD
Current yield reflects the income per share earned by a
Portfolio's investments.
The current yield of a Portfolio is determined by dividing the
net investment income per share earned during a 30-day base period by
the maximum offering price per share on the last day of the period and
annualizing the result. Expenses accrued for the period include any
fees charged to all shareholders during the base period. The yield for
the SAMI Preferred Stock Income Portfolio for the 30-day period ended
October 31, 1996 was 5.32%. The yield for the Enhanced Monthly Income
Portfolio for the 30-day period ended March 31, 1996 was 6.56%.
These figures were obtained using the following formula:
6
Yield = 2[(a - b + 1) - 1]
-----
cd
where:
a = dividends and interest earned during the period
b = expenses accrued for the period (net of
reimbursements)
c = the average daily number of shares outstanding
during the period that were entitled to receive income
distributions
d = the maximum offering price per share on the last
day of the period.
TAXABLE EQUIVALENT YIELD
In addition to its standardized performance quotations, the SAMI
Preferred Stock Income Portfolio may from time to time quote a
non-standardized performance figure for taxable equivalent yield.
Taxable equivalent yield represents the return that a corporate
tax-paying investor qualifying for the 70% dividends received
deduction would need to earn on a fully taxable investment in order to
achieve an equivalent after-tax yield during a specified time period.
For the twelve months ended October 31, 1995, the SAMI Preferred Stock
Income Portfolio's taxable equivalent yield was 9.63%. This figure was
calculated using the following formula:
A Given Quarter =
[(DIx(1-CTxDRD)/(1-CT))+(I-E)+Net Realized and Unrealized Capital Gains]
------------------------------------------------------------------------
Average Net Assets During Quarter
Taxable Equivalent Yield = [(Q1+1)x(Q2+1)x(Q3+1)x(Q4+1)]-1
where:
DI =dividend income from domestic equity securities subject to
the dividends received deduction for qualifying investors,
CT =corporate income tax rate,
DRD =dividends received deduction,
I =interest and dividend income not subject to the dividends
received deduction,
E =expenses and fees incurred during the period,
Q1 =1st Quarter,
Q2 =2nd Quarter,
Q3 =3rd Quarter, and
Q4 =4th Quarter.
The formula used to derive taxable equivalent yield is in
accordance with the acceptable methods set forth by the Association of
Investment Management and Research ("AIMR").
COMPARISONS
To help investors better evaluate how an investment in a
Portfolio of the Fund might satisfy their investment objective,
advertisements regarding the Fund may discuss various measures of Fund
performance as reported by various financial publications.
Advertisements may also compare performance (as calculated above) to
performance as reported by other investments, indices and averages.
The following publications, indices and averages may be used:
(a) Dow Jones Composite Average or its component averages - an
unmanaged index composed of 30 blue-chip industrial corporation
stocks (Dow Jones Industrial Average), 15 utilities company
stocks and 20 transportation stocks. Comparisons of performance
assume reinvestment of dividends.
(b) Standard & Poor's 500 Stock Index or its component indices - an
unmanaged index composed of 400 industrial stocks, 40 financial
stocks, 40 utilities stocks and 20 transportation stocks.
Comparisons of performance assume reinvestment of dividend.
(c) The New York Stock Exchange composite or component indices -
unmanaged indices of all industrial, utilities, transportation
and finance stocks listed on the New York Stock Exchange.
(d) Wilshire 5000 Equity index or its component indices - represents
the return on the market value of all common equity securities
for which daily pricing is available. Comparisons of performance
assume reinvestment of dividends.
(e) Lipper - Mutual Fund Performance Analysis and Lipper - Fixed
Income Fund Performance Analysis - measures total return and
average current yield for the mutual fund industry. Rank
individual mutual fund performance over specified time periods,
assuming reinvestments of all distributions, exclusive of any
applicable sales charges.
(f) Morgan Stanley Capital International EAFE Index and World Index -
respectively, arithmetic, market value-weighted averages of the
performance of over 900 securities listed on the stock exchanges
of countries in Europe. Australia and the Far East, and over
1,400 securities listed on the stock exchanges of these
continents, including North America.
(g) Goldman Sachs 100 Convertible Bond Index - currently includes 67
bonds and 33 preferred. The original list of names was generated
by screening for convertible issues of 100 million or greater in
market capitalization. The index is priced monthly.
(h) Salomon Brothers GNMA Index - includes pools of mortgages
originated by private lenders and guaranteed by the mortgage
pools of the Government National Mortgage Association.
(i) Salomon Brothers High Grade Corporate Bond Index - consists of
publicly issued, non-convertible corporate bonds rated AA or AAA.
It is a value-weighted, total return index, including
approximately 800 issues with maturities of 12 years or greater.
(j) Salomon Brothers Broad Investment Grade Bond - is a
market-weighted index that contains approximately 4,700
individually priced investment grade corporate bonds rated BBB or
better. U.S. Treasury/agency issues and mortgage pass through
securities.
(k) Salomon 1-3 Year Treasury Index - The Salomon 1-3 Year Treasury
Index includes only U.S. Treasury Notes and Bonds with maturities
one year or greater and less than three years.
(l) Lehman Brothers LONG-TERM Treasury Bond - is composed of all
bonds covered by the Lehman Brothers Treasury Bond Index with
maturities of 10 years or greater.
(m) NASDAQ Industrial Index - is composed of more than 3,000
industrial issues. It is a value-weighted index calculated on
price change only and does not include income.
(n) Value Line - composed of over 1,600 stocks in the Value Line
Investment Survey.
(o) Russell 2000 - composed of the 2,000 smallest stocks in the
Russell 3000, a market value weighted index of the 3,000 largest
U.S. publicly-traded companies.
(p) Composite indices - 70% Standard & Poor's 500 Stock Index and 30%
NASDAQ Industrial Index; 35% Standard & Poor's 500 Stock Index
and 65% Salomon Brothers High Grade Bond Index; all stocks on the
NASDAQ system exclusive of those traded on an exchange, and 65%
Standard & Poor's 500 Stock Index and 35% Salomon Brothers High
Grade Bond Index.
(q) CDA Mutual Fund Report, published by CDA Investment Technologies,
Inc. - analyzes price, current yield, risk, total return and
average rate of return (average compounded growth rate) over
specified time periods for the mutual fund industry.
(r) Mutual Fund Source Book, published by Morningstar, Inc. -
analyzes price, yield, risk and total return for equity funds.
(s) Financial publications: Business Week, Changing Times, Financial
World, Forbes, Fortune, Money, Barron's, Consumer's Digest,
Financial Times, Global Investor, Wall Street Journal and
Weisenberger Investment Companies Service - publications that
rate fund performance over specified time periods.
(t) Consumer Price Index (or cost of Living Index), published by the
U.S. Bureau of Labor Statistics - a statistical measure of
change, over time in the price of goods and services in major
expenditure groups.
(u) Stocks, Bonds, Bills and Inflation, published by Ibbotson
Associates - historical measure of yield, price and total return
for common and small company stock, long-term government bonds,
U.S. Treasury bills and inflation.
(v) Savings and Loan Historical Interest Rates - as published by the
U.S. Savings & Loan League Fact Book.
(w) Historical data supplied by the research departments of First
Boston Corporation, the J.P. Morgan companies, Salomon Brothers,
Merrill Lynch, Pierce, Fenner & Smith, Lehman Brothers, Inc. and
Bloomberg L.P.
In assessing such comparisons of performance, an investor should
keep in mind that the composition of the investments in the reported
indices and averages is not identical to the composition of
investments in the Fund's Portfolios, that the averages are generally
unmanaged, and that the items included in the calculations of such
averages may not be identical to the formula used by the Fund to
calculate its performance. In addition, there can be no assurance that
the Fund will continue this performance as compared to such other
averages.
GENERAL INFORMATION
DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized under the name "ICM Fund, Inc." as a
Maryland corporation on October 11, 1988. On January 18, 1989, the
name of the Fund was changed to "The Regis Fund, Inc." On October 31,
1995, the name of the Fund was changed to "UAM Funds, Inc." The
Fund's principal executive office is located at One International
Place, Boston, MA 02110; however, all investor correspondence should
be addressed to the Fund at UAM Funds Service Center, c/o Chase Global
Funds Services Company, P.O. Box 2798, Boston, MA 02208-2798. The
Fund's Articles of Incorporation, as amended, authorize the Directors
to issue 3,000,000,000 shares of common stock, $.001 par value. The
Board of Directors has the power to designate one or more series
(Portfolios) or classes of common stock and to classify or reclassify
any unissued shares with respect to such Portfolios, without further
action by shareholders. Currently, the Fund is offering shares of 30
Portfolios.
The shares of each Portfolio of the Fund, when issued and paid
for as provided for in its Prospectus, will be fully paid and
nonassessable, have no preference as to conversion, exchange,
dividends, retirement or other features and have no preemptive rights.
The shares of the Fund have noncumulative voting rights, which means
that the holders of more than 50% of the shares voting for the
election of Directors can elect 100% of the Directors if they choose
to do so. A shareholder is entitled to one vote for each full share
held (and a fractional vote for each fractional share held), then
standing in his or her name on the books of the Fund.
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The Fund's policy is to distribute substantially all of a
Portfolio's net investment income, if any, together with any net
realized capital gains in the amount and at the times that will avoid
both income (including capital gains) taxes on it and the imposition
of the Federal excise tax on undistributed income and capital gains
(see discussion under "Dividends, Capital Gains Distributions and
Taxes" in each Prospectus). The amounts of any income dividends or
capital gains distributions cannot be predicted.
Any dividend or distribution paid shortly after the purchase of
shares of a Portfolio by an investor may have the effect of reducing
the per share net asset value of the Portfolio by the per share amount
of the dividend or distribution. Furthermore, such dividends or
distributions, although in effect a return of capital, are subject to
income taxes as set forth in each Prospectus.
As set forth in each Prospectus, unless the shareholder elects
otherwise in writing, all dividend and capital gains distributions are
automatically received in additional shares of the Portfolio at net
asset value (as of the business day following the record date). This
will remain in effect until the Fund is notified by the shareholder in
writing at least three days prior to the record date that either the
Income Option (income dividends in cash and capital gains
distributions in additional shares at net asset value) or the Cash
Option (both income dividends and capital gains distributions in cash)
has been elected. An account statement is sent to shareholders
whenever an income dividend or capital gains distribution is paid.
Each Portfolio of the Fund will be treated as a separate entity
(and hence as a separate "regulated investment company") for Federal
tax purposes. Any net capital gains recognized by a Portfolio will be
distributed to its investors without need to offset (for Federal
income tax purposes) such gains against any net capital losses of
another Portfolio.
FEDERAL TAXES
In order for each Portfolio to continue to qualify for Federal
income tax treatment as a regulated investment company under the
Internal Revenue Code of 1986, as amended (the "Code"), at least 90%
of its gross income for a taxable year must be derived from qualifying
income; i.e., dividends, interest, income derived from loans of
securities, and gains from the sale of securities or foreign
currencies, or other income derived with respect to its business of
investing in such securities or currencies. In addition, gains
realized on the sale or other disposition of securities held for less
than three months must be limited to less than 30% of a Portfolio's
annual gross income.
Each Portfolio will distribute to shareholders annually any net
capital gains which have been recognized for Federal income tax
purposes. Shareholders will be advised on the nature of the payments.
CODE OF ETHICS
The Fund has adopted a Code of Ethics which restricts to a
certain extent personal transactions by access persons of the Fund and
imposes certain disclosure and reporting obligations.
FINANCIAL STATEMENTS
The Financial Statements of the SAMI Preferred Stock Income
Portfolio for the fiscal period ended October 31, 1995 and the
Financial Highlights for the respective periods presented, which
appear in the Portfolio's 1995 Annual Report to Shareholders, and the
report thereon of Price Waterhouse LLP, independent accountants, also
appearing therein, which were previously filed with the Commission
(Accession Number 0000950109-96-000061), are incorporated by
reference.
The Financial Statements of the Enhanced Monthly Income Portfolio
for the period from inception on November 15, 1995 to March 31, 1996
and the Financial Highlights for the respective period presented, are
on the following pages.
ENHANCED MONTHLY INCOME PORTFOLIO
FINANCIAL STATEMENTS
STATEMENT OF NET ASSETS (Unaudited)
March 31, 1996
Value
Shares (000)+
- -----------------------------------------------------------------
PREFERRED STOCKS (93.6%)
- -----------------------------------------------------------------
Banking - Foreign (3.5%)
Banco Bilbao Vizcaya International, 2,600 $ 69
Series B, 9.00%
- -----------------------------------------------------------------
Banking - National (17.2%)
BankAmerica Corp., Series L, 8.16% 2,700 69
Chemical Banking Corp., Series H, 3,600 91
8.38%
Citicorp, Series 22, 7.75% 3,500 91
First Chicago Corp., Series E, 3,300 84
8.45%
--------
335
--------
- -----------------------------------------------------------------
Financial Services (13.8%)
Comed Financing I, 8.48% 3,500 87
Household Capital Trust I, 8.25% 3,600 91
Lehman Brothers Holdings, Inc., 3,600 90
Series A, 8.30%
--------
268
--------
- -----------------------------------------------------------------
Telecommunications (4.5%)
Pacific Telesis Finance, 7.56% 3,600 88
- -----------------------------------------------------------------
Utilities - Electrical & Gas (54.6%)
Alabama Power Capital Trust I, 3,750 93
7.38%
Carolina Power & Light Co., 7.95% 900 91
Cincinnati Gas & Electric Co., 3,600 90
8.28%
Columbus Southern Power Corp., 3,500 88
Series A, 8.38%
Delmarva Power & Light Co., 5.00% 458 33
IES Utilities, Inc., 7.88% 3,600 89
Ohio Power Co., 8.16% 3,600 90
PacifiCorp, Series B, 8.55% 2,000 51
Phillips Gas Co., Series A, 9.32% 3,500 93
Sierra Pacific Power Co., Series G, 1,850 93
$4.12
<PAGE>
ENHANCED MONTHLY INCOME PORTFOLIO
FINANCIAL STATEMENTS
STATEMENT OF NET ASSETS (Continued) (Unaudited)
March 31, 1996
Value
Shares (000)+
- -----------------------------------------------------------------
PREFERRED STOCKS (continued)
- -----------------------------------------------------------------
Southwest Gas Capital I, 9.13% 2,800 72
TU Electric Capital III, 8.00% 3,600 89
Virginia Power Capital Trust, 8.05% 3,600 $ 91
--------
1,063
--------
- -----------------------------------------------------------------
TOTAL PREFERRED STOCKS (93.6%) (Cost $1,847) 1,823
- -----------------------------------------------------------------
No. of
Contracts
- -----------------------------------------------------------------
PURCHASED PUT OPTIONS (0.4%)
- -----------------------------------------------------------------
U.S. Long Bond expiring 6/96,
strike price $108 3 2
U.S. Long Bond expiring 6/96,
strike price $110 2 2
U.S. Long Bond expiring 6/96,
strike price $112 1 2
U.S. Long Bond expiring 6/96,
strike price $112 1 2
- -----------------------------------------------------------------
TOTAL PURCHASED OPTIONS (Cost $8) 8
- -----------------------------------------------------------------
TOTAL INVESTMENTS (94.0%) (Cost $1,855) 1,831
- -----------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (6.0%)
Cash 39
Receivable for Options Sold 35
Dividends Receivable 29
Margin Deposits on Futures Contracts 10
Receivable for Daily Variation Margin on 5
Futures
Receivable for Investment Adviser 3
Payable for Administrative Fees (3)
Other Liabilities (1)
--------
117
--------
- -----------------------------------------------------------------
NET ASSETS (100%)
Applicable to 189,327 outstanding $0.001 par
value Institutional Class shares
(authorized 25,000,000 shares) $1,948
======
- -----------------------------------------------------------------
NET ASSET VALUE PER SHARE $10.29
======
- -----------------------------------------------------------------
+ - See Note A to Financial Statements.
<PAGE>
ENHANCED MONTHLY INCOME PORTFOLIO
STATEMENT OF OPERATIONS
November 15,
1995* to
March 31, 1996
(In Thousands) (Unaudited)
- ----------------------------------------------------------------------
Investment Income
Dividends ......................................... $ 45
Interest .......................................... 11
- ----------------------------------------------------------------------
Total Income..................................... 56
- ----------------------------------------------------------------------
Expenses
Investment Advisory Fees - Note B
Basic Fees ...................................... 4
Less: Fees Waived ...............................(4)
Administrative Fees - Note C.......................--- 11
Audit Fees ........................................ 5
Legal Fees ........................................ 2
Custodian Fee...................................... 2
Directors' Fees - Note.F........................... 1
Other Expense...................................... 6
Expenses Assumed by the Adviser - Note B........... (20)
- ----------------------------------------------------------------------
Total Expenses .................................. 7
- ----------------------------------------------------------------------
Net Investment Income ......................... 49
- ----------------------------------------------------------------------
Net Realized Gain on:
Investments ....................................... 9
Futures ........................................... 3
Options ........................................... 27
- ----------------------------------------------------------------------
Total Net Realized Gain.......................... 39
- ----------------------------------------------------------------------
Net Change in Unrealized Appreciation (Depreciation) on:
Investments ....................................... (24)
Futures ........................................... 9
- ----------------------------------------------------------------------
Total Net Change in Unrealized Appreciation (Depreciatio (15)
- ----------------------------------------------------------------------
Total Net Realized Gain and Net Change in
Unrealized Appreciation (Depreciation) ............ 24
- ----------------------------------------------------------------------
Net Increase in Net Assets Resulting from Operations. $ 73
========
- ----------------------------------------------------------------------
* Commencement of operations.
<PAGE>
ENHANCED MONTHLY INCOME PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
Period
Ended
March 31,
1996
(In Thousands) (Unaudited)
- ----------------------------------------------------------------------
Increase (Decrease) in Net Assets
Operations:
Net Investment Income...................... $ 49
Net Realized Gain.......................... 39
Net Change in Unrealized Appreciation (Depr (15)
- ----------------------------------------------------------------------
Net Increase in Net Assets Resulting from
Operations............................. 73
- ----------------------------------------------------------------------
Distributions:
Net Investment Income...................... (20)
- ----------------------------------------------------------------------
Capital Share Transactions: (1)
Issued - Regular .......................... 1,875
- In Lieu of Cash Distributions..... 20
- -----------------------------------------------------------------------
Net Increase from Capital Share Transaction 1,895
- -----------------------------------------------------------------------
Total Increase ............................ 1,948
Net Assets:
Beginning of Period........................ -
- -----------------------------------------------------------------------
End of Period (2).......................... $ 1,948
========
- -----------------------------------------------------------------------
(1) Shares Issued and Redeemed:
Shares Issued ........................... 187
In Lieu of Cash Distributions............ 2
--------
189
========
- -----------------------------------------------------------------------
(2) Net Assets Consist of:
Paid in Capital.......................... $ 1,895
Undistributed Net Investment Income...... 29
Accumulated Net Realized Gain............ 39
Unrealized Depreciation ................. (15)
--------
$ 1,948
========
- -----------------------------------------------------------------------
* Commencement of operations.
<PAGE>
ENHANCED MONTHLY INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS
Selected Per Share Data & Ratios
For a Share Outstanding Throughout Each Period
November 15,
1995**
to March 31,
1996
(Unaudited)
- ----------------------------------------------------------------------
Net Asset Value, Beginning of Period............. $10.00
- ----------------------------------------------------------------------
Income From Investment Operations
Net Investment Income......................... 0.26
Net Realized and Unrealized Gain.............. 0.14
- ----------------------------------------------------------------------
Total from Investment Operations........... 0.40
- ----------------------------------------------------------------------
Distributions
Net Investment Income......................... (0.11)
In Excess of Net Realized Gain................ -
- ----------------------------------------------------------------------
Total Distributions ....................... (0.11)
- ----------------------------------------------------------------------
Net Asset Value, End of Period................... $10.29
- ----------------------------------------------------------------------
Total Return..................................... 4.03%++
- ----------------------------------------------------------------------
Ratios and Supplemental Data
Net Assets, End of Period (Thousands)............ $1,948
Ratios After Expense Limitations:
Expenses to Average Net Assets................ 1.00%*
Net Investment Income to Average Net Assets... 7.10%*
Ratios Before Expense Limitations:
Expenses to Average Net Assets................ 4.53%*
Net Investment Income to Average Net Assets... 3.60%*
Portfolio Turnover Rate.......................... 123%
Average Brokerage Commission Ratio............... 0.0242
- ----------------------------------------------------------------------
* Annualized
** Commencement of Operations
+ Net of voluntarily waived fees and reimbursed expenses for the
period ended
March 31, 1996 of $0.13 per share.
++ Total return would have been lower had the Adviser not waived and
assumed certain expenses during the period.
<PAGE>
ENHANCED MONTHLY INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (Unaudited)
UAM Funds, Inc. and UAM Funds Trust, (collectively the "UAM Funds")
were organized on October 11, 1988 and May 18, 1994, respectively, and
are registered under the Investment Company Act of 1940, as amended,
as open-end management investment companies. The Enhanced Monthly
Income Portfolio (the "Portfolio"), a portfolio of UAM Funds, Inc.,
began operations on November 15, 1995. At March 31, 1996, the UAM
Funds were comprised of thirty-seven active portfolios. The financial
statements of the remaining portfolios are presented separately.
A. Significant Accounting Policies. The following significant
accounting policies are in conformity with generally accepted
accounting principles for investment companies. Such policies are
consistently followed by the Portfolio in the preparation of its
financial statements. Generally accepted accounting principles may
require management to make estimates and assumptions that affect the
reported amounts and disclosures in the financial statements. Actual
results may differ from those estimates.
1. Security Valuation: Securities listed on a securities
exchange for which market quotations are readily available are
valued at the last quoted sales price as of the close of business
on the day the valuation is made or, if no sale occurred on such
day, at the mean of the bid and asked prices on such day. Price
information on listed securities is taken from the exchange where
the security is primarily traded. Prices for preferred stocks,
obtained from independent sources, which are not considered
reasonable by the Investment Adviser are valued based in methods
approved by the Board of Directors. Over-the-counter and
unlisted securities are valued at the mean of the current bid and
asked prices. Short-term investments that have remaining
maturities of sixty days or less at time of purchase are valued
at amortized cost, if it approximates market value.
The value of other assets and securities for which no quotations
are readily available is determined in good faith at fair value
using methods determined by the Board of Directors.
2. Federal Income Taxes: It is the Portfolio's intention to
qualify as a regulated investment company under Subchapter M of
the Internal Revenue Code and to distribute all of its taxable
income. Accordingly, no provision for Federal income taxes is
required in the financial statements.
At March 31, 1996, the Portfolio's cost for Federal income tax
purposes was $1,855,000. Net unrealized depreciation for Federal
income tax purposes aggregated $24,000, all of which related to
depreciated securities.
<PAGE>
ENHANCED MONTHLY INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (Continued) (Unaudited)
3. Futures Contracts: The Portfolio's purchases and sales of
futures contracts are designed to hedge a portion of its
investments against changes in value or as an alternative to
purchasing or selling actual securities. Upon entering into a
futures contract, the Portfolio is required to deposit with a
broker an amount ("initial margin") equal to a certain percentage
of the purchase price indicated in the futures contract.
Subsequent payments ("variation margin") are made or received by
the Portfolio each day and are recorded for financial reporting
purposes as unrealized appreciation or depreciation. When
futures contracts are closed, the difference between the opening
value at the date of purchase and the value at closing is
recorded as realized gain or loss in the statement of operations.
Futures contracts are valued at the settlement price established
each day by the board of trade or exchange on which they are
traded. Futures contracts involve market risk in excess of the
amounts recognized in the statement of net assets. Risks arise
from the possible movements in security values underlying these
instruments. The change in value of futures contracts primarily
corresponds with the value of their underlying instruments, which
may not correlate with the change in value of the hedged
investments. In addition, there is risk that the Portfolio may
not be able to enter into a closing transaction because of an
illiquid secondary market.
The Portfolio had the following short futures contracts open at
March 31, 1996:
Net
Aggregate Unrealized
Number of Face Value Expiration Depreciation
Contracts Contracts (000) Date (000)
--------------------------------------------------------------------
U.S. Treasury
Bond 2 $223 March 1996 $9
4. Purchased and Written Options: The Portfolio may write covered
call and put options. Premiums are received and are recorded as
liabilities, and subsequently adjusted to the current value of
the options written. Premiums received from writing options
which expire are treated as realized gains. Premiums received
from writing options which are exercised or are canceled in
closing purchase transactions are offset against the proceeds or
amount paid on the transaction to determine the realized gain or
loss. By writing a call option, a Portfolio foregoes in exchange
for the premium the opportunity for capital appreciation above
the exercise price should the market price of the underlying
security increase. Possible losses from written options may be
unlimited.
The Portfolio may also purchase call and put options on their
portfolio securities. The Portfolio may purchase call and put
options to close out covered call and put positions or to protect
against an increase in the price of the security it anticipates
purchasing. Possible losses from purchased options cannot exceed
the total amount invested.
Use of put and call options could result in losses to the
Portfolio, force the purchase or sale of portfolio securities at
inopportune times or for prices higher or lower than current
market values, or cause the Portfolio to hold a security it might
otherwise not purchase or sell. Losses resulting from the use of
options will reduce the Portfolio's net asset value, and possibly
income, and the losses may be greater than if options had not
been used.
<PAGE>
ENHANCED MONTHLY INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (Continued) (Unaudited)
5. Distributions to Shareholders: Any distributions from net
investment income will normally be distributed monthly. Any
realized net capital gains will normally be distributed annually.
All distributions are recorded on ex-dividend date.
The amount and character of income and capital gain distributions
to be paid are determined in accordance with Federal income tax
regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing
book and tax treatments in the timing of the recognition of gains
or losses on investments, futures and options.
6. Other: Security transactions are accounted for on trade date,
the date the trade was executed. Costs used in determining realized
gains and losses on the sale of investment securities are based on
the specific identification method. Dividend income is recorded on
the ex-dividend date. Interest income is recognized on the accrual
basis. Discounts and premiums on securities purchased are
amortized over their respective lives. Most expenses of the UAM
Funds can be directly attributed to a particular portfolio. Expenses
which cannot be directly attributed are apportioned among the
portfolios of the UAM Funds based on their relative net assets.
Additionally, certain expenses are apportioned among the portfolios of
the UAM Funds and AEW Commercial Mortgage Securities Fund, Inc.
("AEW"), an affiliated closed-end management investment company,
based on their relative net assets.
B. Advisory Services. Under the terms of an Investment Advisory
Agreement, Spectrum Asset Management, Inc. (the "Adviser"), a wholly-
owned subsidiary of United Asset Management Corporation ("UAM"),
provides investment advisory services to the Portfolio at a fee
calculated at an annual rate of 0.60% of the Portfolio's average daily
net assets. The Adviser has voluntarily agreed to waive a portion of
its advisory fees and to assume expenses on behalf of the Portfolio,
if necessary, in order to keep the Portfolio's total annual operating
expenses, after the effect of expense offsets arrangements, from
exceeding 1.00% of its average daily net assets.
C. Administrative Services. The Chase Manhattan Bank, N.A., through
its affiliate Chase Global Funds Services Company ("CGFSC") (the
"Administrator"), provides administrative, fund accounting, dividend
disbursing and transfer agent services to the UAM Funds under an
Administration Agreement (the "Agreement"). Pursuant to the
Agreement, the Administrator is entitled to receive annual fees,
computed daily and payable monthly, based on the combined aggregate
average daily net assets of the UAM Funds and AEW, as follows: 0.20%
of the first $200 million of the combined aggregate net assets; plus
0.12% of the next $800 million of the combined aggregate net assets;
plus 0.08% of the combined aggregate net assets in excess of $1
billion but less than $3 billion; plus 0.06% of the combined aggregate
net assets in excess of $3 billion. The fees are allocated among the
portfolios of the UAM Funds and AEW on the basis of their relative net
assets and are subject to a graduated minimum fee schedule per
portfolio which rises from $2,000 per month upon inception of a
portfolio to $70,000 annually after two years. In addition the
Portfolio is charged certain out-of-pocket expenses by the
administrator.
D. Distribution Services. UAM Fund Distributors, Inc. (the
"Distributor"), a wholly-owned subsidiary of UAM, distributes the
shares of the Portfolio. The Distributor does not receive any fee or
other compensation with respect to the Portfolio.
E. Purchases and Sales. During the period ended March 31, 1996, the
Portfolio made purchases of $3,242,000 and sales of $1,404,000 of
investment securities other than long-term U.S. Government and Agency
Securities and short-term securities. There were no long-term
purchases or sales of U.S. Government securities during the period
ended March 31, 1996.
<PAGE>
ENHANCED MONTHLY INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (Continued) (Unaudited)
F. Directors' Fees. Each Director, who is not an officer or affiliated
person, receives $2,000 per meeting attended which is allocated
proportionally among the active portfolios of the UAM Funds and AEW,
plus a quarterly retainer of $150 for each active portfolio of the UAM
Funds and AEW and reimbursement of expenses incurred in attending
board meetings.
G. Concentration of Credit. The Portfolio intends to concentrate its
investments in the utility industry. As a result, the Portfolio's
investments may be subject to greater risk and market fluctuation than
a portfolio that has securities representing a broader range of
investment alternatives.
<PAGE>
APPENDIX - DESCRIPTION OF SECURITIES AND RATINGS
I. DESCRIPTION OF CORPORATE BOND RATINGS
MOODY'S INVESTORS SERVICE, INC. CORPORATE BOND RATINGS:
Aaa - Bonds which are rated Aaa are judged to be the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt-edge." Interest payments are protected by a large
or by an exceptionally stable margin, and principal is secure. While
the various protective elements are likely to change, such changes as
can be visualized are most unlikely to impair the fundamentally strong
position of such issues.
Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are
generally known as high grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in Aaa
securities or fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than in Aaa securities.
A - Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations.
Factors giving security to principal and interest are considered
adequate but elements may be present which suggest a susceptibility to
impairment sometime in the future.
Baa - Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate for
the present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.
Ba - Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate,
and thereby not well safeguarded during both good and bad times over
the future. Uncertainty of position characterizes bonds in this class.
B - Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or
of maintenance of other terms of the contract over any long period of
time may be small.
Caa - Bonds which are rated Caa are of poor standing. Such issues may
be in default or there may be present elements of danger with respect
to principal or interest.
Ca - Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have
other marked shortcomings.
C - Bonds which are rated C are the lowest rated class of bonds, and
issues so rated can be regarded as having extremely poor prospects of
ever attaining any real investment standing.
Moody's applies the numerical modifiers 1, 2, and 3 in each generic
rating classification from Aa through B. The modifier 1 indicates
that the security ranks in the higher end of its generic rating
category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.
STANDARD & POOR'S CORPORATION CORPORATE BOND RATINGS:
AAA - Bonds rated AAA have the highest rating assigned by Standard &
Poor's to a debt obligation and indicate an extremely strong capacity
to pay principal and interest.
AA - Bonds rated AA have a very strong capacity to pay interest and
repay principal and differ from the highest rated issues only to a
small degree.
A - Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than bonds
in higher rated categories.
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than for debt
in higher rated categories.
BB, B, CCC, CC - Debt rated BB, B, CCC and CC is regarded, on balance,
as predominantly speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB
indicates the lowest degree of speculation and CC the highest degree
of speculation. While such debt will likely have some quality and
protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.
C - The rating C is reserved for income bonds on which no interest is
being paid.
D - Debt rated D is in default, and payment of interest and/or
repayment of principal is in arrears.
S&P's letter ratings may be modified by the addition of a plus or
minus sign, which is used to show relative standing within the major
rating categories except in the AAA, CC, C, CI and D categories.
II. DESCRIPTION OF U.S. GOVERNMENT SECURITIES
The term "U.S. Government Securities" refers to a variety of
securities which are issued or guaranteed by the United States
Government and by various instrumentalities which have been
established or sponsored by the United States Government.
U.S. Treasury securities are backed by the "full faith and
credit" of the United States. Securities issued or guaranteed by
Federal agencies and U.S. Government sponsored instrumentalities may
or may not be backed by the full faith and credit of the United
States.
In the case of securities not backed by the full faith and credit
of the United States, the investor must look principally to the agency
or instrumentality issuing or guaranteeing the obligation for ultimate
repayment, and may not be able to assess a claim against the United
States itself in the event the agency or instrumentality does not meet
its commitment. Agencies which are backed by the full faith and credit
of the United States include the Export-Import Bank, Farmers Home
Administration, Federal Financing Bank, and others. Certain agencies
and instrumentalities, such as the Government National Mortgage
Association are, in effect, backed by the full faith and credit of the
United States through provisions in their charters that they may make
"indefinite and unlimited" drawings on the U.S. Treasury, if needed,
to service its debt. Debt from certain other agencies and
instrumentalities, including the Federal Home Loan Bank and Federal
National Mortgage Association, is not guaranteed by the United States,
but those institutions are protected by the discretionary authority of
the U.S. Treasury to purchase certain amounts of their securities to
assist the institution in meeting its debt obligations. Finally, other
agencies and instrumentalities, such as the Farm Credit System and the
Federal Home Loan Mortgage Corporation, are federally chartered
institutions under government supervision, but their debt securities
are backed only by the credit worthiness of those institutions, not
the U.S. Government.
Some of the U.S. Government agencies that issue or guarantee
securities include the Export-Import Bank of the United States,
Farmers Home Administration, Federal Housing Administration, Maritime
Administration, Small Business Administration, and the Tennessee
Valley Authority.
III. DESCRIPTION OF COMMERCIAL PAPER
The Portfolio may invest in commercial paper (including variable
amount master demand notes) rated A-1 or better by S&P or Prime-1 by
Moody's or by S&P. Commercial paper refers to short-term, unsecured
promissory notes issued by corporations to finance short-term credit
needs. Commercial paper is usually sold on a discount basis and has a
maturity at the time of issuance not exceeding nine months. Variable
amount master demand notes are demand obligations that permit the
investment of fluctuating amounts at varying market rates of interest
pursuant to arrangement between the issuer and a commercial bank
acting as agent for the payees of such notes, whereby both parties
have the right to vary the amount of the outstanding indebtedness on
the notes. As variable amount master demand notes are direct lending
arrangements between a lender and a borrower, it is not generally
contemplated that such instruments will be traded, and there is no
secondary market for these notes, although they are redeemable (and
thus immediately repayable by the borrower) at face value, plus
accrued interest, at any time. In connection with the Portfolio's
investment in variable amount master demand notes, the Adviser's
investment management staff will monitor, on an ongoing basis, the
earning power, cash flow and other liquidity ratios of the issuer, and
the borrower's ability to pay principal and interest on demand.
Commercial paper rated A-1 by S&P has the following
characteristics: (1) liquidity ratios are adequate to meet cash
requirements; (2) long-term senior debt is rated "A" or better;
(3) the issuer has access to at least two additional channels of
borrowing; (4) basic earnings and cash flow have an upward trend with
allowance made for unusual circumstances; (5) typically, the issuer's
industry is well established and the issuer has a strong position
within the industry; and (6) the reliability and quality of management
are unquestioned. Relative strength or weakness of the above factors
determine whether the issuer's commercial paper is A-1, A-2 or A-3.
The rating Prime-1 is the highest commercial paper rating assigned by
Moody's. Among the factors considered by Moody's in assigning ratings
are the following: (1) evaluation of the management of the issuer;
(2) economic evaluation of the issuer's industry or industries and the
appraisal of speculative-type risks which may be inherent in certain
areas; (3) evaluation of the issuer's products in relation to
completion and customer acceptance; (4) liquidity; (5) amount and
quality of long term debt; (6) trend of earnings over a issuer;
(7) financial strength of a parent company and the relationships which
exist with the issuer; and (8) recognition by the management of
obligations which may be present or may arise as a result of public
interest questions and preparations to meet such obligations.
IV. DESCRIPTION OF BANK OBLIGATIONS
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate.
Certificates of deposit are negotiable short-term obligations of
commercial banks. Variable rate certificates of deposit are
certificates of deposit on which the interest rate is periodically
adjusted prior to their stated maturity based upon a specified market
rate. As a result of these adjustments, the interest rate on these
obligations may increase or decrease periodically. Frequently, dealers
selling variable rate certificates of deposit to the Portfolio will
agree to repurchase such instruments, at the Portfolio's option, at
par on or near the coupon dates. The dealers' obligations to
repurchase these instruments are subject to conditions imposed by
various dealers; such conditions typically are the continued credit
standing of the issuer and the existence of reasonably orderly market
conditions. The Portfolio is also able to sell variable rate
certificates of deposit in the secondary market. Variable rate
certificates of deposit normally carry a higher interest rate than
comparable fixed rate certificates of deposit. A bankers' acceptance
is a time draft drawn on a commercial bank by a borrower usually in
connection with an international commercial transaction (to finance
the import, export, transfer or storage of goods). The borrower is
liable for payment as well as the bank which unconditionally
guarantees to pay the draft at its face amount on the maturity date.
Most acceptances have maturities of six months or less and are traded
in the secondary markets prior to maturity.
<PAGE>
PART C
UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)
POST-EFFECTIVE AMENDMENT NO. 38
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS:
1. This Post-Effective Amendment No. 38 is filed to comply with
the Registrant's undertaking to file a Post-Effective Amendment
containing reasonably current financial statements, which need not be
audited, wihtin four to six months of the commencement date of the
Enhanced Monthly Income Portfolio (the "Portfolio"). The following
unaudited financial statements for the Portfolio are included in Part
B of this Post-Effective Amendment:
(a) Statement of Net Assets as of March 31, 1996;
(b) Statement of Operations for the period ended
March 31, 1996;
(c) Statement of Changes in Net Assets for the period ended
March 31, 1996;
(d) Financial Highlights as of March 31, 1996; and
(e) Notes to Financial Statements.
2. INCORPORATED BY REFERENCE IN THEIR RESPECTIVE SAIS ARE THE
FOLLOWING ANNUAL REPORTS FOR THE FUND, EACH DATED OCTOBER 31, 1995,
FILED ELECTRONICALLY PURSUANT TO SECTION 30(b)(2) OF THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED, (ACCESSION NUMBER: 0000950109-96-
000061):
Acadian International Equity Portfolio Institutional Class Shares
Acadian Emerging Markets Portfolio Institutional Class Shares
C & B Balanced Portfolio Institutional Class Shares
C & B Equity Portfolio Institutional Class Shares
DSI Disciplined Value Portfolio Institutional Class Shares
DSI Limited Maturity Bond Portfolio Institutional Class Shares
DSI Money Market Portfolio Institutional Class Shares
FMA Small Company Portfolio Institutional Class Shares
ICM Equity Portfolio Institutional Class Shares
ICM Fixed Income Portfolio Institutional Class Shares
ICM Small Company Portfolio Institutional Class Shares
McKee U.S. Government Portfolio Institutional Class Shares
McKee Domestic Equity Portfolio Institutional Class Shares
McKee International Equity Portfolio Institutional Class Shares
NWQ Balanced Portfolio Institutional Class Shares
NWQ Value Equity Portfolio Institutional Class Shares
Rice, Hall, James Small Cap Portfolio Institutional Class Shares
Sirach Fixed Income Portfolio Institutional Class Shares
Sirach Growth Portfolio Institutional Class Shares
Sirach Short-Term Reserves Portfolio Institutional Class Shares
Sirach Strategic Balanced Portfolio Institutional Class Shares
Sirach Special Equity Portfolio Institutional Class Shares
SAMI Preferred Stock Income Portfolio Institutional Class Shares
Sterling Partners' Balanced Portfolio Institutional Class Shares
Sterling Partners' Equity Portfolio Institutional Class Shares
Sterling Partners' Short-Term Fixed Income Portfolio Institutional
Class Shares
TS&W Equity Portfolio Institutional Class Shares
TS&W Fixed Income Portfolio Institutional Class Shares
TS&W International Equity Portfolio Institutional Class Shares
The Financial Statements for the above-referenced Portfolios
for the time periods set forth in each Portfolio's Annual
Report dated October 31, 1995 include:
(a) Statement of Net Assets as of October 31, 1995;
(b) Statement of Operations for the period ended October
31, 1995;
(c) Statement of Changes in Net Assets for the period ended
October 31, 1995;
(d) Financial Highlights as of October 31, 1995;
(e) Notes to Financial Statements; and
(f) Report of Independent Accountants.
<PAGE>
(B) EXHIBITS
Exhibits previously filed by the Fund are incorporated by
reference to such filings. The following table describes the
location of all exhibits. In the table, the following references
are used: RS = original Registration Statement on Form N-1A filed
October 31, 1988; Pre EA = Pre-Effective Amendment No. 1 filed
March, 1989; PEA = Post-Effective Amendment (pertinent numbers
for each PEA are included after "PEA", e.g., PEA #3 means the
third PEA under the Securities Act of 1933.)
INCORPORATED BY
EXHIBIT REFERENCE TO (LOCATION):
------- -------------------------
1. Articles of Incorporation PEA#37
A. Amendments PEA#37
B. Articles Supplementary PEA#37
2. By-Laws Pre EA
3. Voting Trust Agreement Not Applicable
4. Specimen of Securities PEA #1, PEA #2, PEA #12,
PEA #13, PEA #16, PEA #19,
PEA #21, PEA #24, PEA# 25,
PEA#33, PEA#37
5. Investment Advisory Agreements RS, Pre EA, PEA #1, PEA #2,
PEA #5, PEA #7, PEA #12,
PEA #13, PEA #16, PEA #19,
PEA #21, PEA #24, PEA# 25,
PEA#31, PEA#33, PEA#37
6. Distribution Agreement PEA #2
Form of Amended and Restated
Distribution Agreement between
RFI Distributors and The Regis
Fund, Inc. PEA #28
7. Directors' and Officers'
Contracts and Programs Not Applicable
8. Custody Agreements
A. Custodian Agreement Pre EA
B. Corporate Custody Agreement PEA #2
9. Other Material Contracts
A. Fund Administration Agreement
with United States Trust
Company of New York (Chase Global
Funds Services Company) PEA #11
<PAGE>
10. Opinion and Consent of Counsel Pre EA
11. Other Opinions and Consents
A. Consent of Independent
Accountants with respect
to 1995 Annual Reports PEA #36
12. Other Financial Statements Not applicable
13. Agreements relating to Initial
Capital
A. Purchase Agreement Pre EA
14 Model Retirement Plans Not Applicable
15. 12b-1 Plans
A. Form of Distribution Plan PEA #28
B. Form of Selling Dealer Agreement PEA #28
C. Form of Shareholder Services Plan PEA #28
D. Form of Service Agreement
(12b-1 Plan) PEA #28
E. Form of Service Agreement
(Shareholder Services Plan) PEA #28
16. Performance Quotation Schedule PEA #5, PEA #8
18. Rule 18f-3 Multiple Class Plan PEA #36
24. Powers of Attorney PEA #5, PEA #8, PEA #35
27. Financial Data Schedules for
the period ended March 31, 1996 Filed herewith
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT.
Registrant is not controlled by or under common control with any
person.
<PAGE>
ITEM 26. NUMBER OF HOLDERS OF SECURITIES (MARCH 29, 1996).
Acadian Emerging Markets Portfolio Institutional Class Shares 20
Acadian International Equity Portfolio Institutional Class Shares 6
C&B Balanced Portfolio Institutional Class Shares 49
C&B Equity Portfolio Institutional Class Shares 136
DSI Disciplined Value Portfolio Institutional Class Shares 39
DSI Limited Maturity Bond Portfolio Institutional Class Shares 26
DSI Money Market Portfolio Institutional Class Shares 35
FMA Small Company Portfolio Institutional Class Shares 43
ICM Fixed Income Portfolio Institutional Class Shares 30
ICM Small Company Portfolio Institutional Class Shares 262
ICM Equity Portfolio Institutional Class Shares 19
SAMI Preferred Stock Income Portfolio Institutional Class Shares 8
Sirach Special Equity Portfolio Institutional Class Shares 176
Sirach Strategic Balanced Portfolio Institutional Class Shares 74
Sirach Growth Portfolio Institutional Class Shares 100
Sirach Fixed Income Portfolio Institutional Class Shares 27
Sirach Short-Term Reserves Portfolio Institutional Class Shares 32
Sterling Partners' Balanced Portfolio Institutional Class Shares 144
Sterling Partners' Equity Portfolio Institutional Class Shares 90
Sterling Partners' Short-Term Fixed-Income Portfolio
Institutional Class Shares 64
TS&W Equity Portfolio Institutional Class Shares 198
TS&W Fixed Income Portfolio Institutional Class Shares 133
TS&W International Equity Portfolio Institutional Class Shares 327
McKee U.S. Government Portfolio Institutional Class Shares 12
McKee Domestic Equity Portfolio Institutional Class Shares 13
McKee International Equity Portfolio Institutional Class Shares 35
NWQ Balanced Portfolio Institutional Class Shares 14
NWQ Balanced Portfolio Institutional Service Class Shares 6
NWQ Value Equity Portfolio Institutional Class Shares 12
Rice, Hall, James Small Cap Portfolio Institutional Class Shares 111
Enhanced Monthly Income Portfolio Institutional Class Shares 5
NWQ Value Equity Portfolio Institutional Service Class Shares* 0
Sirach Special Equity Portfolio Institutional Service Class Shares* 0
Sirach Strategic Balanced Portfolio Institutional Service Class
Shares* 0
Sirach Growth Portfolio Institutional Service Class Shares* 0
Sterling Partners' Balanced Portfolio Institutional Service Class
Shares* 0
Sterling Partners' Equity Portfolio Institutional Service Class
Shares* 0
Sterling Partners' Short-Term Fixed-Income Portfolio
Institutional Service Class Shares* 0
AEW Commercial Mortgage-Backed Securities Portfolio
Institutional Class Shares* 0
HJMC Equity Portfolio Institutional Class Shares* 0
TOTAL 2,246
* Portfolio has been authorized for sale of shares but has yet to
begin operations.
<PAGE>
ITEM 27. INDEMNIFICATION
Reference is made to Article NINTH of the Registrant's Articles
of Incorporation, which was filed as Exhibit No. 1 to the Registrant's
initial registration statement. Insofar as indemnification for
liability arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant pursuant
to the foregoing provision, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act
and is, therefor, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS
Reference is made to the captions "Investment Adviser" and
"Administrative Services" in the Prospectuses constituting Part A of
this Registration Statement and "Management of the Fund" and
"Investment Adviser" in Part B of this Registration Statement.
Acadian Asset Management, Inc.
Listed below are the executive officers and directors of Acadian
Asset Management, Inc. ("AAM"). The business address of AAM is Two
International Place - 26th Floor, Boston, Massachusetts 02110. No
officer or director of AAM has any other affiliation with the
Registrant.
Dr. Gary L. Bergstrom, President and Director
Ronald D. Frashure, Executive Vice President and Director
John R. Chisholm, Senior Vice President
Stella M. Hammond, Senior Vice President
Churchill G. Franklin, Senior Vice President
Richard O. Michaud, Senior Vice President
Matthew V. Pierce, Senior Vice President
James W. Graves, Senior Vice President
Cooke & Bieler, Inc.
Listed below are the executive officers and directors of Cooke &
Bieler, Inc. ("C&B"). The business address of C&B is 1700 Market
Street, Philadelphia, Pennsylvania 19103. No officer or Director of
C&B has any other affiliation with the Registrant.
James C. A. McClennon, Partner and Director
Robert B. Arthur, Partner and Director
Walter W. Grant, Partner and Director
Charles E. Haldeman, Partner and Director
John J. Medveckis, Partner and Director
Russell G. Redenbaug, Partner and Director
<PAGE>
Cooke & Bieler, Inc. (continued)
Ronald D. Henrikisen, Director
Robert R. Glauber, Director
R. James O'Neil, Vice President
Bruce A. Smith, Vice President
Peter A. Thompson, Vice President
Kermit S. Eck, Vice President
Michael M. Meyer, Vice President
Dewey Square Investors Corporation
Listed below are the executive officers and directors of Dewey
Square Investors Corporation ("DSI"). The business address of DSI is
One Financial Center, Boston, Massachusetts 02111. Mr. Whitman is a
director of the Registrant. No other officer or director of DSI has
any other affiliation with the Registrant.
Peter M. Whitman, Jr., President
Ronald L. McCullough, Vice President
G.A. David Gray, Vice President
Eva S. Dewitz, Vice President
Marilyn R. Stegner, Secretary and Treasurer
Fiduciary Management Associates, Inc.
Listed below are the executive officers and directors of
Fiduciary Management Associates, Inc. ("FMA"). The business address
of FMA is 55 West Monroe Street, Suite No. 2550, Chicago, Illinois
60603. No officer or director of FMA has any other affiliation with
the Registrant.
Robert F. Carr III, Director, Chairman and Secretary
Patricia A. Falkowski, President & Chief Investment Officer
Robert W. Thornburgh, Jr., Executive Vice President and Treasurer
Philip E. Arnold, Chairman of Executive Committee
Lloyd J. Spicer, Senior Vice President
Albert W. Gustafson, Senior Vice President
Investment Counselors of Maryland, Inc.
Listed below are the executive officers and directors of
Investment Counselors of Maryland, Inc. ("ICM"). The business address
of ICM is 803 Cathedral Street, Baltimore, Maryland 21201. No officer
or director of ICM has any other affiliation with the Registrant.
Craig Lewis, Principal and Director
Linda W. McCleary, Principal and Director
Robert D. McDorman, Jr., Principal and Director
Stephen T. Scott, Principal and Director
David E. Nelson, Principal and Director
Paul L. Borssuck, Principal
Charles W. Neuhauser, Senior Vice President
Daniel O. Shackelford, Senior Vice President
Robert F. Boyd, Executive Vice President
<PAGE>
C.S. McKee & Company, Inc.
Listed below are the executive officers and directors of C.S.
McKee & Company, Inc. ("C.S. McKee"). The business address of C.S.
McKee is One Gateway Center, Pittsburgh, Pennsylvania 15222. No
officer or director of C.S. McKee has any other affiliation with the
Registrant.
Charles E. Jacobs, Chairman
James H. Hanes, President and Director
Joseph F. Bonomo, Jr., Senior Vice President
Walter C. Bean, Senior Vice President
William J. Andrews, Vice President
Kathryn J. Murin, Senior Vice President
Joseph A. Murvar, Portfolio Manager
Malcolm G. Nimick, Portfolio Manager
Norman S. Allan, Senior Vice President
Bradford J. Hanes, Assistant Vice President
Lloyd F. Stamy, Jr., Senior Vice President
William Vescio, Vice President
Susan A. Darragh, Treasurer
NWQ Investment Management Company
Listed below are the executive officers and directors of NWQ
Investment Management Company, Inc. ("NWQ"). The business address of
NWQ is 655 South Hope Street, 11th Floor, Los Angeles, California
90017. No officer or director of NWQ has any other affiliation with
the Registrant.
David A. Polak, President and Director
Edward C. Friedel, Jr., Director and Managing Director
James P. Owen, Managing Director
James H. Galbreath, Director and Managing Director
Mary-Gene Slaven, Clerk, CFO, COO and Managing Director
Michael C. Mendez, Managing Director
Phyllis G. Thomas, Managing Director
Paul R. Guastamacchio, Vice President and Portfolio Manager
Martin Pollack, Vice President and Portfolio Manager
Thomas J. Laird, Vice President and Portfolio Manager
Justin T. Clifford, Vice President
Jeffrey M. Cohen, Vice President and Portfolio Manager
Karen S. McCue, Vice President and Director of Institutional
Marketing
Ronald R. Sternal, Vice President
Ronald R. Halverson, Vice President
Kathy Seraff, Vice President
<PAGE>
Rice, Hall, James & Associates
Listed below are the executive officers and directors of Rice,
Hall, James & Associates ("RHJ"). The business address of RHJ is 600
West Broadway, Suite 1000, San Diego, California 92101. No officer or
director of RHJ has any other affiliation with the Registrant.
Walter H. Beck, Director and Senior Vice President
Hubert M. Collins, Vice President and Portfolio Manager
Charles G. King, Vice President and Portfolio Manager
Thomas W. McDowell, Director, President and Portfolio Manager
Gary S. Rice, Vice President and Portfolio Manager
David P. Tessmer, Director, Vice President and Portfolio Manager
Timothy A. Todaro, Vice President and Portfolio Manager
Samuel R. Trozzo, Chairman and Chief Executive Officer
Mitchell S. Little, Vice President
Michelle P. Connell, Vice President and Portfolio Manager
James Dickinson, Vice President and Portfolio Manager
Sirach Capital Management, Inc.
Listed below are the executive officers and directors of Sirach
Capital Management, Inc. ("Sirach"). The business address of Sirach
is 3323 One Union Square, 600 University Street, Seattle, Washington
98101. No officer or director of Sirach has any other affiliation with
the Registrant.
Harvey G. Bateman, Treasurer and Director
Barry E. Fetterman, Secretary and Director
Thomas Gillespie, Vice President and Director
George B. Kauffman, Chairman of the Board and Director
William B. Sanders, President and Director
Spectrum Asset Management, Inc.
Listed below are the executive officers and directors of Spectrum
Asset Management, Inc. ("SAMI"). The business address of SAMI is 4
High Ridge Park, Stamford, Connecticut 06905. No officer or director
of SAMI has any other affiliation with the Registrant.
Scott T. Fleming, Chairman of the Board and Chief Financial Officer
Bernard M. Sussman, Senior Vice President
L. Phillip Jacoby, IV, Vice President - Portfolio Management
Margaret S. Gilliland, Vice President
Patrick G. Hurley, Hedge Manager
<PAGE>
Sterling Capital Management Company
Listed below are the executive officers and directors of Sterling
Capital Management Company ("Sterling"). The business address of
Sterling is One First Union Center, 301 S. College Street, Suite 3200,
Charlotte, NC 28246. No officer or director of Sterling has any other
affiliation with the Registrant.
W. Olin Nisbet, III, Chairman and Chief Executive Officer
Mark W. Whalen, President
David M. Ralston, Chief Investment Officer
J. Calvin Rivers, Executive Vice President
Harry F. Wolfe, Jr., Senior Vice President
Alexander W. McAlister, Senior Vice President
James R. Norris, Senior Vice President
Brian R. Walton, Senior Vice President
Eduardo A. Brea, Vice President
Mary D. Chaney, Vice President and Secretary/Treasurer
Rebecca G. Douglass, Vice President
Mary Weeks Frutain, Vice President
Esther L. Glenn Vice President
Thompson, Siegel & Walmsley, Inc.
Listed below are the executive officers and directors of
Thompson, Siegel and Walmsley, Inc. ("TS&W"). The business address of
TS&W is 5000 Monument Avenue, Richmond, Virginia 23230. No officer or
director of TS&W has any other affiliation with the Registrant.
John T. Siegel, President, Treasurer and Director
Matthew G. Thompson, Senior Vice President and Director
S. Pierce Walmsley, IV, Senior Vice President and Director
Kathleen M. Blanton, Vice President
Lori N. Anderson, Vice President
Charles A. Gomer, III, Vice President
Paul A. Ferwerda, Vice President
Peter D. Hartman, Vice President
G.D. Rothenberg, Vice President
Horace P. Whitworth, II, Vice President and Secretary
Elizabeth Cabell Jennings, Vice President
Alan C. Ashworth, Vice President
AAM, C&B, DSI, FMA, ICM, C.S. McKee, NWQ, RHJ, Sirach, SAMI,
Sterling and TS&W are each wholly-owned affiliates of United Asset
Management Corporation ("UAM"), a Delaware corporation acquiring and
owning firms engaged primarily in institutional investment management.
<PAGE>
ITEM 29. PRINCIPAL UNDERWRITERS
(a) UAM Fund Distributors, Inc., the firm which acts as
sole distributor of the Registrant's shares, also acts as
distributor for UAM Funds Trust (formerly The Regis Fund II).
(b) Not applicable.
(c) Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
The books, accounts and other documents required by Section 3(a)
under the Investment Company Act of 1940, as amended (the "1940 Act")
and rules promulgated thereunder will be maintained in the physical
possession of the Registrant, the Registrant's Advisers, the
Registrant's Transfer and Administrative Agent (Chase Global Funds
Services Company, 73 Tremont Street, Boston, Massachusetts 02108) and
the Registrant's Custodian Bank (The Bank of New York, 48 Wall
Street, New York, New York 10286.)
ITEM 31. MANAGEMENT SERVICES
Not applicable.
ITEM 32. UNDERTAKINGS
(a) Not applicable
(i) Registrant undertakes to file a post-effective
amendment containing reasonably current financial statements, which
need not be certified, for the Sirach Equity Portfolio Institutional
Class Shares and Sirach Equity Portfolio Institutional Service Class
Shares within four to six months of the effective date of such Class
of Shares.
(ii) Registrant undertakes to file a post-effective
amendment containing reasonably current financial statements, which
need not be certified, for the DSI Balanced Portfolio Institutional
Class Shares within four to six months of the commencement of
operations of the Portfolio.
(iii) Registrant undertakes to file a post-effective
amendment containing reasonably current financial statements, which
need not be certified, for the Institutional Class Shares of the DSI
Disciplined Value Portfolio; Sirach Strategic Balanced, Sirach Growth
and Sirach Special Equity Portfolios; Sterling Partners' Balancd,
Sterling Partners' Equity and Sterling Partners' Short-Term Fixed
Income Portfolios and NWQ Balanced and NWQ Value Equity Portfolios
within four to six months of the commencement of operations of such
Class of Shares.
(iv) Registrant undertakes to file a post-effective
amendment containing reasonably current financial statements, which
need not be certified, for the AEW Commercial Mortgage-Backed
Securities Portfolio within four to six months of the commencement of
operations of such Portfolio.
(v) Registrant undertakes to file a post-effective
amendment containing reasonably current financial statements, which
need not be certified, for the HJMC Equity Portfolio Institutional
Class Shares within four to six months of the commencement of
operations of the Portfolio.
<PAGE>
(vi) Registrant undertakes to file a post-effective
amendment containing reasonably current financial statements, which
need not be certified, for the Cambiar Anticipation Portfolio
Institutional Class Shares within four to six months of the
commencement of operations of the Portfolio.
(c) Registrant undertakes to comply with the provisions of
Section 16(c) of the 1940 Act in regard to shareholders' rights to
call a meeting of shareholders for the purpose of voting on the
removal of Directors and to assist in shareholder communications in
such matters, to the extent required by law. Specifically, the
Registrant will, if requested to do so by the holders of at least 10%
of the Registrant's outstanding shares, call a meeting of shareholders
for the purpose of voting upon the question of the removal of a
Director and the Registrant will assist in shareholder communications
as required by Section 16(c) of the 1940 Act.
(d) Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual
report to shareholders, upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, the Registrant certifies
that it meets all of the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston and
Commonwealth of Massachusetts on the 2nd day of May, 1996.
UAM FUNDS, INC.
*
-----------------------
Norton H. Reamer
Chairman and President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated:
*
- -----------------------, Chairman and President May 2, 1996
Norton H. Reamer
*
- -----------------------, Director May 2, 1996
Mary Rudie Barneby
*
- -----------------------, Director May 2, 1996
John T. Bennett, Jr.
*
- -----------------------, Director May 2, 1996
J. Edward Day
*
- -----------------------, Director May 2, 1996
Philip D. English
*
- -----------------------, Director May 2, 1996
William A. Humenuk
*
- -----------------------, Director May 2, 1996
Peter M. Whitman, Jr.
/s/ Robert R. Flaherty, Treasurer and Principal
- ----------------------- Financial and Accounting Officer May 2, 1996
Robert R. Flaherty
/s/ Karl O. Hartmann May 2, 1996
- -----------------------
* Karl O. Hartmann
(Attorney-in-Fact)
<PAGE>
UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)
FILE NOS. 811-5683/33-25355
POST-EFFECTIVE AMENDMENT #38
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
27 Financial Data Schedules for
the period ended March 31, 1996
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000842286
<NAME> UAM FUNDS, INC.
<SERIES>
<NUMBER> 41
<NAME> SAMI ENHANCED MONTHLY INCOME PORTFOLIO
<MULTIPLIER>1,000
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-15-1995
<PERIOD-END> MAR-31-1996
<INVESTMENTS-AT-COST> 1,855
<INVESTMENTS-AT-VALUE> 1,831
<RECEIVABLES> 72
<ASSETS-OTHER> 49
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 121
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4
<TOTAL-LIABILITIES> 4
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,895
<SHARES-COMMON-STOCK> 189
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 29
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 39
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (15)
<NET-ASSETS> 1,948
<DIVIDEND-INCOME> 45
<INTEREST-INCOME> 11
<OTHER-INCOME> 0
<EXPENSES-NET> (7)
<NET-INVESTMENT-INCOME> 49
<REALIZED-GAINS-CURRENT> 39
<APPREC-INCREASE-CURRENT> (15)
<NET-CHANGE-FROM-OPS> 73
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (20)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 187
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 2
<NET-CHANGE-IN-ASSETS> 1,948
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 11
<AVERAGE-NET-ASSETS> 1,814
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.27
<PER-SHARE-GAIN-APPREC> 0.14
<PER-SHARE-DIVIDEND> (0.12)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.29
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
[/R]
</TABLE>
