<PAGE>
MARKED TO INDICATE CHANGES FROM PEA NOS. 36 & 39
As filed with the Securities and Exchange Commission on July 1, 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. 40 /X/
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 42 /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, Assistant 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)
/ / immediately upon filing pursuant to Paragraph (b)
/ / on (date) pursuant to Paragraph (b)
/ / 60 days after filing pursuant to Paragraph (a)
/X/ 75 days after filing pursuant to Paragraph (a)
/ / 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; Prospectus
Summary
Item 3. Condensed Financial Information . . Financial Highlights
Item 4. General Description of Registrant . Prospectus Summary; Investment
Objectives; Portfolio
Characteristics and 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; Valuation of Shares;
Dividends, Capital Gains
Distributions and Taxes; General
Information
Item 7. Purchase of Securities
Being Offered . . . . . . . . . . . Cover Page; Purchase of Shares
Item 8. Redemption or Repurchase. . . . . . Redemption of 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 Objectives 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. 40
PART A
The following Prospectus is included in this Post-Effective Amendment No. 40
- Rice, Hall, James Portfolios Institutional Class Shares
The following Prospectus is also incorporated herein by reference to Post-
Effective Amendment No. 39 filed on June 27, 1996.
- FMA Small Company Portfolio Institutional Service Class Shares
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
- 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
UAM FUNDS SERVICE CENTER
C/O CHASE GLOBAL FUNDS SERVICES COMPANY
P.O. BOX 2798
BOSTON, MA 02208-2798
1-800-638-7983
-------------------
RICE, HALL, JAMES & ASSOCIATES
SERVES AS INVESTMENT ADVISER TO THE
RICE, HALL, JAMES PORTFOLIOS
INSTITUTIONAL CLASS SHARES
-----------------
PROSPECTUS--SEPTEMBER , 1996
INVESTMENT OBJECTIVES
UAM Funds, Inc. (hereinafter referred to as "UAM Funds" or the "Fund") is an
open-end, management investment company, known as a "mutual fund" and organized
as a Maryland corporation. The Fund consists of multiple series of shares (known
as "Portfolios"), each of which has different investment objectives and
investment policies. Several of the Fund's Portfolios offer two separate classes
of shares: Institutional Class Shares and Institutional Service Class Shares.
The Rice, Hall, James Portfolios currently offer one class of shares. The
securities offered in this Prospectus are Institutional Class Shares of two
diversified, no-load Portfolios (collectively the "Rice, Hall, James Portfolios"
or singularly a "Portfolio") of the Fund managed by Rice, Hall, James &
Associates.
RICE, HALL, JAMES SMALL CAP PORTFOLIO. THE OBJECTIVE OF THE RICE, HALL,
JAMES SMALL CAP PORTFOLIO IS TO PROVIDE MAXIMUM CAPITAL APPRECIATION, CONSISTENT
WITH REASONABLE RISK TO PRINCIPAL BY INVESTING PRIMARILY IN SMALL MARKET
CAPITALIZATION COMPANIES.
RICE, HALL, JAMES MID CAP PORTFOLIO. THE OBJECTIVE OF THE RICE, HALL, JAMES
MID CAP PORTFOLIO IS TO PROVIDE MAXIMUM CAPITAL APPRECIATION, CONSISTENT WITH
REASONABLE RISK TO PRINCIPAL BY INVESTING PRIMARILY IN MID MARKET CAPITALIZATION
(MID-CAP) COMPANIES.
There can be no assurance that either of the Rice, Hall, James Portfolios
will meet its stated objective. A discussion of the risks of investing in the
Rice, Hall, James Portfolios is included in this Prospectus.
ABOUT THIS PROSPECTUS
This Prospectus, which should be retained for future reference, sets forth
concisely information that you should know before you invest. A "Statement of
Additional Information" containing additional information about the Fund has
been filed with the Securities and Exchange Commission. Such Statement is dated
September , 1996 and has been incorporated by reference into this Prospectus.
A copy of the Statement may be obtained, without charge, by writing to the Fund
or by calling the telephone number shown above.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
FUND EXPENSES
The following table illustrates the expenses and fees that shareholder s of
the Rice, Hall, James Portfolios will incur. The Fund does not charge
shareholder transaction expenses. However, transaction fees may be charged if
you are a customer of a broker-dealer or other financial intermediary who has
established a shareholder servicing relationship with the Fund on behalf of
their customers. Please see "Purchase of Shares" for further information.
SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
RICE, HALL, RICE, HALL,
JAMES JAMES
SMALL CAP MID CAP
PORTFOLIO PORTFOLIO
---------------- ----------------
<S> <C> <C>
Sales Load Imposed on Purchases........................................... NONE NONE
Sales Load Imposed on Reinvested Dividends................................ NONE NONE
Deferred Sales Load....................................................... NONE NONE
Redemption Fees........................................................... NONE NONE
Exchange Fees............................................................. NONE NONE
</TABLE>
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
RICE, HALL, RICE, HALL,
JAMES JAMES
SMALL CAP MID CAP
PORTFOLIO PORTFOLIO
---------------- ----------------
<S> <C> <C>
Investment Advisory Fees.................................................. 0.75% 0.80%
Administrative Fees....................................................... 0.43% 0.17%
12b-1 Fees................................................................ NONE NONE
Distribution Costs........................................................ NONE NONE
Other Expenses............................................................ 0.37% 0.29%
Advisory Fees Waived...................................................... (0.15)% (.01)%
---------------- ----------------
Total Operating Expenses (After Fee Waiver)............................... 1.40%* 1.25%**
---------------- ----------------
---------------- ----------------
</TABLE>
- ------------------------
* Absent the Adviser's fee waiver, annualized Total Operating Expenses for the
Rice, Hall, James Small Cap Portfolio for the fiscal year ended October 31,
1995 would have been 1.55%. The fees and expenses set forth above are based
on the Rice, Hall, James Small Cap Portfolio's operations during the fiscal
year ended October 31, 1995 except they have been restated to reflect current
administrative fees. The annualized Total Operating Expenses excludes the
effect of expense offsets. If expense offsets were included, the annualized
Total Operating Expenses would not significantly differ.
** The fees and expenses with respect to the Rice, Hall, James Mid Cap Portfolio
are based on estimated amounts for its first year of operations assuming
average daily net assets of $25 million. Absent the Adviser's fee waiver, the
annualized Total Operating Expenses for the first year of operations of the
Rice, Hall, James Mid Cap Portfolio are estimated to be 1.26%. If expense
offsets were included, the annualized Total Operating Expenses would not
significantly differ. As of the date of this Prospectus, the Rice, Hall,
James Mid Cap Portfolio had not commenced operations.
The purpose of the above table is to assist the investor in understanding
the various expenses and fees that an investor in the Rice, Hall, James
Portfolios will bear directly or indirectly. The Adviser has voluntarily agreed
to waive a portion of its advisory fees and to assume as the Adviser's own
expense operating expenses otherwise payable by the Portfolios, if necessary, in
order to reduce the Portfolios' expense ratios. As of the date of this
Prospectus, the Adviser has agreed to keep the Rice, Hall, James Small Cap and
the Rice, Hall, James Mid Cap Portfolios Institutional Class Shares from
exceeding 1.40% and 1.25%, of average daily net assets, respectively. The Fund
will not reimburse the Adviser for any advisory fees waived or expenses that the
Adviser may bear on behalf of the Portfolios.
2
<PAGE>
The following example illustrates the expenses that a shareholder would pay
on a $1,000 investment over various time periods assuming (1) a 5% annual rate
of return and (2) redemption at the end of each time period. As noted in the
table above, the Portfolio charges no redemption fees of any kind.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Rice, Hall, James Small Cap Portfolio............................ $ 14 $ 44 $ 77 $ 168
Rice, Hall, James Mid Cap Portfolio.............................. $ 13 $ 40 * *
</TABLE>
- ------------------------
* As the Rice, Hall, James Mid Cap Portfolio is not yet operational, the Fund
has not projected expenses beyond the three-year period shown.
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE
SHOWN.
3
<PAGE>
PROSPECTUS SUMMARY
INVESTMENT ADVISER
Rice, Hall, James & Associates (the "Adviser"), a registered investment
adviser founded in 1974, serves as investment adviser to the Rice, Hall, James
Portfolios . The Adviser presently manages approximately $920 million in assets,
primarily on behalf of institutional and individual investors. See "Investment
Adviser."
HOW TO INVEST
The Fund offers shares of common stock, par value $.001, of the Portfolios
through UAM Fund Distributors, Inc. (the "Distributor"), to investors without a
sales commission at net asset value next determined after the purchase order is
received in proper form. Share purchases may be made by sending investments
directly to the Fund. The minimum initial investment for the Rice, Hall, James
Portfolios is $2,500; the minimum for subsequent investments is $100. The
officers of the Fund may make certain exceptions to the initial and minimum
investment amounts. See "Purchase of Shares."
DIVIDENDS AND DISTRIBUTIONS
Each Portfolio will normally distribute substantially all of its net
investment income in the form of quarterly dividends. Any realized net capital
gains will also be distributed annually. Distributions will be reinvested in the
Portfolio's shares automatically unless an investor elects to receive cash
distributions. See "Dividends, Capital Gains Distributions and Taxes."
HOW TO REDEEM
Shares of each Portfolio may be redeemed at any time, without cost, at the
net asset value of the Portfolio next determined after receipt of the redemption
request. A Portfolio's share price will fluctuate with market and economic
conditions. Therefore, your investment may be worth more or less when redeemed
than when purchased. See "Redemption of Shares."
ADMINISTRATIVE SERVICES
UAM Fund Services, Inc. (the "Administrator"), a wholly-owned subsidiary of
United Asset Management Corporation ("UAM"), is responsible for performing and
overseeing administration, dividend disbursing and transfer agency services
provided to the Fund and its Portfolios by third-party service providers. The
Administrator has entered into a Mutual Funds Service Agreement with Chase
Global Funds Services Company (the "Sub-Administrator") to provide the Fund with
certain services relating to the day-to-day administration of the Fund's
operation. See "Administrative Services".
RISK FACTORS
The value of a Portfolio's shares will fluctuate in response to changes in
market and economic conditions as well as the financial conditions and prospects
of the issuers in which a Portfolio invests. Prospective investors should
consider the following factors that could effect each Portfolio's rate of
return: (1) The small and mid-sized capitalization corporations in which the
Portfolios will invest are more vulnerable to financial and other risks than
larger corporations and the securities of such small and mid-sized
capitalization corporations may involve a higher degree of risk and price
volatility than investments in the general equity markets. (2) Both Portfolios
may invest a portion of their assets in derivatives including futures contracts
and options. (See "Additional Investment Policies.") (3) Both Portfolios may
invest in securities of foreign issuers, which may involve greater risks than
investments in domestic securities, such as foreign currency risks. (See
"Additional Investment Policies.") (4) In general, a Portfolio will not trade
for short-term profits, but when circumstances warrant, investments may be sold
without regard to the length of time held. High rates of portfolio turnover may
result in additional cost and the realization of capital gains. (See "Additional
Investment Policies.") (5) In addition, both Portfolios may use various
investment practices that involve special consideration, including investing in
repurchase agreements, when-issued, forward delivery and delayed settlement
securities and lending of securities. (See "Additional Investment Policies.")
4
<PAGE>
FINANCIAL HIGHLIGHTS
The following table provides selected per share data and ratios for a share
outstanding throughout the periods presented of the Rice, Hall, James Small Cap
Portfolio and is part of the Portfolio's Financial Statements included in the
Portfolio's 1995 Annual Report to Shareholders which is incorporated by
reference into the Portfolio's Statement of Additional Information. The
Portfolio's Financial Statements have been examined by Price Waterhouse LLP
whose opinion thereon (which is unqualified) is also incorporated by reference
into the Statement of Additional Information. The following information should
be read in conjunction with the Portfolio's 1995 Annual Report to Shareholders.
The Rice, Hall, James Mid Cap Portfolio had not commenced operations as of the
date of this Prospectus.
RICE, HALL, JAMES SMALL CAP PORTFOLIO
<TABLE>
<CAPTION>
JULY 1,
1994** TO YEAR ENDED
OCTOBER OCTOBER 31,
31,1994 1995
------------ ------------
<S> <C> <C>
Net Asset Value, Beginning of Period................... $10.00 $ 11.14
Income From Investment Operations
Net Investment Income (Loss)+........................ 0.01 (0.07)
Net Realized and Unrealized Gain on Investments...... 1.13 4.81
------ ------------
Total From Investment Operations................... 1.14 4.74
------ ------------
Distributions
Net Investment Income................................ -- (0.01)
In Excess of Net Investment Income..................... -- (0.00)##
------ ------------
Total Distributions................................ -- (0.01)
------ ------------
Net Asset Value, End of Period......................... $11.14 $ 15.87
------ ------------
------ ------------
Total Return........................................... 11.40%++ 42.59%++
------ ------------
------ ------------
Ratios and Supplemental Data
Net Assets, End of Period (Thousands).................. $8,287 $18,910
Ratio of Expenses to Average Net Assets+............... 1.40%* 1.40%#
Ratio of Net Investment Income (Loss) to Average Net
Assets+............................................... 0.30%* (0.63)%
Portfolio Turnover Rate................................ 5% 180%
</TABLE>
- ------------------------
* Annualized
** Commencement of Operations
+ Net of voluntarily waived fees and expenses assumed by the Adviser of $.05
and $.01 per share for the periods ended October 31, 1994 and October 31,
1995, respectively.
++ Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser during the periods indicated.
# For the year ended October 31, 1995, the Ratio of Expenses to Average Net
Assets excludes the effect of expense offsets. If expense offsets were
included, the Ratio of Expenses to Average Net Assets would not significantly
differ.
## Value is less than $0.01 per share.
PERFORMANCE CALCULATIONS
Each Portfolio may advertise or quote total return data. Total return will
be calculated on an average annual total return basis, and may also be
calculated on an aggregate total return basis, for various periods. Average
annual total return reflects the average annual percentage change in value of an
investment in a Portfolio over a measuring period. Aggregate total return
reflects the total percentage change in value over a measuring period. Both
methods of calculating total return assume that dividends and capital gains
distributions made by a Portfolio during the period are reinvested in that
Portfolio's shares.
5
<PAGE>
The Annual Report to the Shareholders of the Rice, Hall, James Small Cap
Portfolio for the Fund's most recent fiscal year end contains additional
performance information that includes a comparison with an appropriate index.
The Annual Report is available without charge upon request to the Fund by
writing to the address or calling the phone number on the cover of this
Prospectus.
INVESTMENT OBJECTIVES
The objective of the Rice, Hall, James Small Cap Portfolio is to provide
maximum capital appreciation, consistent with reasonable risk to principal by
investing primarily in small market capitalization companies. The Adviser
intends to pursue this objective through investment primarily in common stocks
of companies whose market capitalizations range between $40 million and $500
million.
The objective of the Rice, Hall, James Mid Cap Portfolio is to provide
maximum capital appreciation, consistent with reasonable risk to principal by
investing primarily in mid market capitalization companies. The Adviser intends
to pursue this objective through investment primarily in common stocks of
companies whose market capitalizations range between $300 million and $2.5
billion.
There can be no assurance that either of the Rice, Hall, James Portfolios
will achieve its stated objective.
PORTFOLIO CHARACTERISTICS AND INVESTMENT POLICIES
The Rice, Hall, James Small Cap Portfolio will invest, under normal
circumstances, at least 65% of its total assets in equity securities of
companies with market capitalizations of $40 million to $500 million, at the
time of initial purchase. The equity securities in which the Portfolio will
invest will consist of common stocks and securities convertible into common
stocks, including convertible preferred stocks and convertible bonds. The
Adviser will strive to accomplish its investment objective with broad
diversification. The Adviser believes that the Portfolio will provide a level of
diversification and investment opportunity that may be difficult for individual
investors to accomplish on their own.
The Adviser will use a selection process that emphasizes smaller, emerging
companies which have the potential to become market leaders in their industries.
The Adviser will focus on securities of companies with:
-- Strong management
-- Leading products or services
-- Distribution to a large marketplace or growing niche market
-- Anticipated above-average revenue and earnings growth rates
-- Potential for improvement in profit margins
-- Strong cash flow and/or improving financial position
The list of potential investments is further filtered by the use of
traditional fundamental security analysis and valuation methods including, but
not limited to, analysis of relative returns on capital and equity, reward to
risk ratios and earnings per share growth rates relative to price earnings
ratios. The Adviser believes that many companies with smaller capitalizations
have greater potential than their larger counterparts to deliver above-average
revenue and earnings growth rates that have not yet been recognized by
investors.
The Adviser expects that a majority of investments in the Portfolio will be
in U.S.-based companies, however, from time to time shares of foreign based
companies may be purchased if they meet the Portfolio's investment criteria.
Under normal circumstances, investments in foreign based companies will comprise
no more than 15% of portfolio assets.
It is anticipated that cash reserves will represent a relatively small
percentage of portfolio assets (less than 20% under most circumstances). In
unusual circumstances, or for temporary defensive purposes when market or
economic conditions may warrant, the Portfolio may invest all or a portion of
its assets in short-term investments, cash and cash equivalents. When the
Portfolio is in a defensive position, it may not be pursuing its investment
objective.
6
<PAGE>
The RICE, HALL, JAMES MID CAP PORTFOLIO will invest, under normal
circumstances, at least 65% of its total assets in equity securities of
companies with market capitalizations of $300 million to $2.5 billion, at the
time of initial purchase. The equity securities in which the Portfolio will
invest will consist of common stock and securities convertible into common
stocks, including convertible preferred stocks and convertible bonds.
The mid cap area of the market, companies with market capitalizations less
than $2.5 billion but greater than $300 million, has more than three times the
number of securities than the market comprised of companies with market
capitalizations greater than $2.5 billion. The Adviser believes that the mid cap
market has less analyst coverage which often allows for greater pricing
inefficiency in each security. The Adviser's investment selection for the
Portfolio will tend to be in relatively underfollowed securities which, by
definition, are out of the limelight and not as exposed to violent swings in the
financial markets.
The Adviser practices a fundamentally driven bottom up research approach.
This approach focuses on identifying stocks of growth companies that are selling
at a discount to the companies' projected earnings growth rates. Specifically,
the Adviser requires that equity securities in which the Portfolio invests have
price/earnings ratios that are lower than the 3 to 5 year projected earnings
growth rate. In addition, the stocks must possess catalysts, which are defined
by the Adviser as fundamental events that ultimately lead to increases in
revenue growth rates, expanding profit margins and/or increases in earnings
growth rates that are generally not anticipated by the market. Such events can
include new product introductions or applications, discovery of niche markets,
new management, corporate or industry restructures, regulatory change and end
market expansion. Most importantly, the Adviser must be convinced that such
change will lead to greater investor recognition and a subsequent rise in the
stock prices within a 12 to 24 month period. The key is discovering undervalued
companies where fundamental changes are occurring that are temporarily going
unnoticed by investors.
The Adviser expects that a majority of investments in the Portfolio will be
in U.S.-based companies, however, from time to time, shares of foreign based
companies may be purchased if they meet the Portfolio's investment criteria.
Under normal circumstances, investments in foreign based companies will comprise
no more than 15% of portfolio assets.
It is anticipated that cash reserves will represent a relatively small
percentage of portfolio assets (no more than 25% under most circumstances). In
unusual circumstances, or for temporary defensive purposes when market or
economic conditions may warrant, the Portfolio may invest all or a portion of
its assets in short-term investments, cash and cash equivalents. When the
Portfolio is in a defensive position, it may not be pursuing its investment
objective.
ADDITIONAL INVESTMENT POLICIES
SHORT-TERM INVESTMENTS
From time to time, in order to earn a return on uninvested assets, meet
anticipated redemptions, or for temporary defensive purposes, each Portfolio may
invest a portion of its assets in the following money market instruments,
consistent with its investment policies as set forth above.
(1) Time deposits, certificates of deposit (including marketable variable rate
certificates of deposit) and bankers' acceptances issued by a commercial
bank or savings and loan association. Time deposits are non-negotiable
deposits maintained in a banking institution for a specified period of time
at a stated interest rate. Time deposits maturing in more than seven days
will not be purchased by a Portfolio, and time deposits maturing from two
business days through seven calendar days will not exceed 15% of the total
assets of a Portfolio.
Certificates of deposit are negotiable short-term obligations issued by
commercial banks or savings and loan associations collateralized by funds
deposited in the issuing institution. 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. A banker's
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).
A Portfolio will not invest in securities issued by a commercial bank unless
(i) the bank has total assets of at least $1 billion, or the equivalent in other
currencies, (ii) in the case of U.S. banks, it is a member of the Federal
Deposit Insurance Corporation, and (iii) in the case of foreign branches of U.S.
banks, the security is, in the opinion of the Adviser, of an investment quality
comparable with other debt securities which may be purchased by each Portfolio;
7
<PAGE>
(2) Commercial paper rated A-1 or A-2 by Standard & Poor's Corporation ("S&P")
or Prime-1 or Prime-2 by Moody's Investors Service, Inc. ("Moody's") or, if
not rated, issued by a corporation having an outstanding unsecured debt
issue rated A or better by Moody's or by S&P;
(3) Short-term corporate obligations rated A or better by Moody's or by S&P;
(4) U.S. Government obligations including bills, notes, bonds and other debt
securities issued by the U.S. Treasury. These are direct obligations of the
U.S. Treasury, supported by the full faith and credit pledge of the U.S.
Government and differ mainly in interest rates, maturities and dates of
issue;
(5) U.S. Government agency securities issued or guaranteed by U.S. Government
sponsored instrumentalities and Federal agencies. Generally, such securities
are evaluated on the creditworthiness of their issuing agency or guarantor
and are not backed by the direct full faith and credit pledge of the U.S.
Government. These include securities issued by the Federal Home Loan Banks,
Federal Land Bank, Farmers Home Administration, Federal Farm Credit Banks,
Federal Intermediate Credit Bank, Federal National Mortgage Association,
Federal Financing Bank, the Tennessee Valley Authority, and others; and
(6) Repurchase agreements collateralized by securities listed above.
For temporary defensive purposes, when market or economic conditions may
warrant, each Portfolio may invest all or a portion of its assets in cash and
cash equivalents and in such situations may not be investing to achieve its
objective.
The Fund has received permission from the Securities and Exchange Commission
(the "Commission") to deposit the daily uninvested cash balances of the Fund's
Portfolios, as well as cash for investment purposes, into one or more joint
accounts and to invest the daily balance of the joint accounts in the following
short-term investments: fully collateralized repurchase agreements,
interest-bearing or discounted commercial paper including dollar-denominated
commercial paper of foreign issuers, and any other short-term money market
instruments including variable rate demand notes and other tax-exempt money
market instruments. By entering into these investments on a joint basis, it is
expected that a Portfolio may earn a higher rate of return on investments
relative to what it could earn individually.
The Fund has received permission from the Commission to allow each of its
Portfolios to invest the greater of 5% of its total assets or $2.5 million in
the Fund's DSI Money Market Portfolio for cash management purposes. (See
"Investment Companies.")
REPURCHASE AGREEMENTS
Each Portfolio may invest in repurchase agreements collateralized by U.S.
Government securities, certificates of deposit, and certain bankers' acceptances
and other securities outlined above under "Short-Term Investments." Each
Portfolio may acquire repurchase agreements as long as the Fund's Board of
Directors evaluate the creditworthiness of the brokers or dealers with which the
Portfolio will enter into repurchase agreements. In a repurchase agreement, a
Portfolio purchases a security and simultaneously commits to resell that
security at a future date to the seller (a qualified bank or securities dealer)
at an agreed upon price plus an agreed upon market rate of interest (itself
unrelated to the coupon rate or date of maturity of the purchased security). The
seller under a repurchase agreement will be required to maintain the value of
the securities subject to the agreement at not less than (1) the repurchase
price if such securities mature in one year or less, or (2) 101% of the
repurchase price if such securities mature in more than one year. The
Sub-Administrator and the Adviser will mark to market daily the value of the
securities purchased, and the Adviser will, if necessary, require the seller to
maintain additional securities to ensure that the value is in compliance with
the previous sentence. The Adviser will consider the creditworthiness of a
seller in determining whether a Portfolio should enter into a repurchase
agreement.
In effect, by entering into a repurchase agreement, a Portfolio is lending
its funds to the seller at the agreed upon interest rate, and receiving a
security as collateral for the loan. Such agreements can be entered into for
periods of one day (overnight repo) or for a fixed term (term repo). Repurchase
agreements are a common way to earn interest income on short-term funds.
The use of repurchase agreements involves certain risks. For example, if the
seller of the agreement defaults on its obligation to repurchase the underlying
securities at a time when the value of these securities has declined, a
Portfolio may incur a loss upon disposition of them. If the seller of the
agreement becomes insolvent and subject to liquidation or reorganization under
the Bankruptcy Code or other laws, a bankruptcy court may determine that the
underlying securities are collateral not within the control of a Portfolio and
therefore subject to sale by the
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trustee in bankruptcy. Finally, it is possible that a Portfolio may not be able
to substantiate its interest in the underlying securities. While the Fund's
management acknowledges these risks, it is expected that they can be controlled
through stringent security selection criteria and careful monitoring procedures.
Credit screens will be established and maintained for dealers and dealer-banks
before portfolio transactions are executed for each Portfolio.
The Fund has received permission from the Commission to pool the daily
uninvested cash balances of the Fund's Portfolios in order to invest in
repurchase agreements on a joint basis. By entering into repurchase agreements
on a joint basis, it is expected that a Portfolio will incur lower transactions
costs and potentially obtain higher rates of interest on such repurchase
agreements. Each Portfolio's participation in the income from jointly purchased
repurchase agreements will be based on that Portfolio's percentage share in the
total repurchase agreement.
FOREIGN SECURITIES AND FOREIGN CURRENCIES
Each Portfolio may invest up to 15% of its assets, under normal
circumstances, in securities of foreign issuers or securities denominated in
foreign currencies and forward contracts for such currencies. These types of
investments entail risks in addition to those involved in investments in
securities of domestic issuers.
Investing in foreign securities, including American Depositary Receipts
("ADRs"), and/or currencies may represent a greater degree of risk than
investing in domestic securities due to possible exchange rate fluctuations,
possible exchange controls, less publicly-available information, more volatile
markets, less securities regulation, less favorable tax provisions (including
possible withholding taxes), war or expropriation. In particular, the dollar
value of portfolio securities of non-U.S. issuers fluctuates with changes in
market and economic conditions abroad and with changes in relative currency
values.
ADRs are securities, typically issued by a U.S. financial institution (a
"depositary"), that evidence ownership interests in a security or pool of
securities issued by a foreign issuer (the "underlying issuer") and deposited
with the depositary. ADRs may be "sponsored" or "unsponsored". Sponsored ADRs
are established jointly by a depositary and the underlying issuer, whereas
unsponsored ADRs may be established by a depositary without participation by the
underlying issuer. Holders of an unsponsored ADR generally bear all the costs
associated with establishing the unsponsored ADR. The depositary of an
unsponsored ADR is under no obligation to distribute shareholder communications
received from the underlying issuer or to pass through to the holders of the
unsponsored ADR voting rights with respect to the deposited security or pool of
securities.
While a Portfolio may enter into forward foreign currency exchange contracts
("forward contracts") when, in the Adviser's judgement, the specific foreign
currency covered by a forward contract is likely to appreciate against the U.S.
dollar, unanticipated changes in currency prices may result in a loss to a
Portfolio. In addition, forward contracts are traded over-the-counter, and
typically not in organized markets. As a result, a Portfolio may be unable to
liquidate a forward contract prior to its stated maturity date or it may be
required to enter into an offsetting contract (which it may be unable to do). In
addition, the other party to a forward contract may require a Portfolio to
deposit collateral upon entering into a forward contract, and to deposit
additional collateral if exchange rates move adversely to a Portfolio's
position. For additional information regarding foreign securities, please see
the Statement of Additional Information.
LENDING OF SECURITIES
Each Portfolio may lend its investment securities to qualified institutional
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. A Portfolio will not loan
portfolio securities to the extent that greater than one-third of its assets at
fair market value, would be committed to loans. 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. A 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 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
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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). As
with other extensions of credit, there are risks of delay in recovery or even
loss of rights in the securities loaned if the borrower of the securities fails
financially. These risks are similar to the ones involved with repurchase
agreements as discussed above. 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 Fund's Board of 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 Board of Directors. The Portfolio will continue to
retain any voting rights with respect to the loaned securities. If a material
event occurs affecting an investment on a loan, the loan must be called and the
securities voted. For additional information regarding the lending of
securities, please see the Statement of Additional Information.
WHEN-ISSUED, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES
Each Portfolio may purchase and sell securities on a "when-issued," "delayed
settlement," or "forward delivery" basis. Such transactions will be limited to
no more than 20% of each Portfolio's assets. "When-issued" or "forward delivery"
refers to securities whose terms and indenture are available, and for which a
market exists, but which are not available for immediate delivery. When-issued
or forward delivery transactions may be expected to occur a month or more before
delivery is due. Delayed settlement is a term used to describe settlement of a
securities transaction in the secondary market which will occur sometime in the
future. Generally, no payment or delivery is made by the Portfolio until it
receives payment or delivery from the other party to any of the above
transactions. The Portfolio will maintain a separate account of cash, U.S.
Government securities or other high grade debt obligations at least equal to the
value of purchase commitments until payment is made. Such segregated securities
will either mature or, if necessary, be sold on or before the settlement date.
Typically, no income accrues on securities purchased on a delayed delivery basis
prior to the time delivery of the securities is made although a Portfolio may
earn income on securities it has deposited in a segregated account.
Each Portfolio may engage in when-issued transactions to obtain what is
considered to be an advantageous price and yield at the time of the transaction.
When a Portfolio engages in when-issued or forward delivery transactions, it
will do so for the purpose of acquiring securities consistent with its
investment objective and policies and not for the purposes of investment
leverage.
FUTURES CONTRACTS AND OPTIONS
In order to remain fully invested, and to reduce transaction costs, each
Portfolio may utilize appropriate futures contracts and options to a limited
extent. These instruments are commonly referred to as "derivatives." For
example, in order to remain fully exposed to the movements of the market, while
maintaining liquidity to meet potential shareholder redemptions, a Portfolio may
invest a portion of its assets in bond or interest rate futures contracts.
Because futures contracts only require a small initial margin deposit, a
Portfolio would then be able to keep a cash reserve available to meet potential
redemptions, while at the same time being effectively fully invested. Also,
because transaction costs associated with futures and options may be lower than
the costs of investing in securities directly, it is expected that the use of
index futures and options to facilitate cash flows may reduce a Portfolio's
overall transactions costs. A Portfolio will enter into futures contracts and
options for bona fide hedging purposes only and for other purposes so long as
aggregate initial margins and premiums required in connection with non-hedging
positions do not exceed 5% of the Portfolio's total assets.
The primary risks associated with the use of futures and options are (1)
imperfect correlation between the change in market value of the securities held
by a Portfolio and the prices of futures and options relating to the securities
purchased or sold by a Portfolio; and (2) possible lack of a liquid secondary
market for a futures contract or option and the resulting inability to close a
futures position which could have an adverse impact on a Portfolio's ability to
hedge. In the opinion of the Directors, the risk that a Portfolio will be unable
to close out a futures position or options contract will be minimized by only
entering into futures contracts or options transactions traded on national
exchanges and for which there appears to be a liquid secondary market. For
additional information regarding futures contracts and options, please see the
Statement of Additional Information.
PORTFOLIO TURNOVER
The rate of portfolio turnover will depend upon market and other conditions,
and it will not be a limiting factor when the Adviser believes that portfolio
changes are appropriate. However, it is expected that the annual
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portfolio turnover rate for the Rice, Hall, James Small Cap Portfolio and for
the Rice, Hall, James Mid Cap Portfolio will not exceed 250% and 150%,
respectively. High rates of portfolio turnover necessarily result in
correspondingly heavier brokerage and portfolio trading costs which are paid by
a Portfolio. In addition to Portfolio trading costs, higher rates of portfolio
turnover may result in the realization of capital gains. To the extent net
short-term capital gains are realized, any distributions resulting from such
gains are considered ordinary income for federal income tax purposes. See
"Dividends, Capital Gains Distributions and Taxes" for more information on
taxation. The table set forth in "Financial Highlights" presents the Rice, Hall,
James Small Cap Portfolio's historical portfolio turnover ratios.
INVESTMENT COMPANIES
As permitted by the 1940 Act, each Portfolio reserves the right to invest up
to 10% of its total assets, calculated at the time of investment, in the
securities of other open-end or closed-end investment companies. No more than 5%
of the investing Portfolio's total assets may be invested in the securities of
one investment company nor may it acquire more than 3% of the voting securities
of any other investment company. The Portfolio will indirectly bear its
proportionate share of any management fees paid by an investment company in
which it invests in addition to the advisory fee paid by the Portfolio.
The Fund has received permission from the Commission to allow each of its
Portfolios to invest the greater of 5% of its total assets or $2.5 million in
the Fund's DSI Money Market Portfolio for cash management purposes provided that
the investment is consistent with the Portfolio's investment policies and
restrictions. Based upon the Portfolio's assets invested in the DSI Money Market
Portfolio, the investing Portfolio's adviser will waive its investment advisory
fee and any other fees earned as a result of the Portfolio's investment in the
DSI Money Market Portfolio. The investing Portfolio will bear expenses of the
DSI Money Market Portfolio on the same basis as all of its other shareholders.
Except as specified above and as described under "Investment Limitations,"
the foregoing investment policies are not fundamental and the Fund's Directors
may change such policies without an affirmative vote of a "majority of the
outstanding voting securities of the Portfolio," as defined in the 1940 Act.
INVESTMENT LIMITATIONS
The Rice, Hall, James Portfolios have adopted certain limitations which are
designed to reduce exposure to risk in specific situations. Each Portfolio will
not:
(a) with respect to 75% of its assets, invest more than 5% of its total
assets at the time of purchase in the securities of a single issuer
(other than obligations issued by or guaranteed as to principal and
interest by the U.S. government or any agency or instrumentality
thereof);
(b) with respect to 75% of its assets, purchase more than 10% of any class
of the outstanding voting securities of any issuer;
(c) acquire any security of companies within one industry, if as a result of
such acquisition, more than 25% of the value of the 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
the Portfolio adopts a temporary defensive position;
(d) invest more than 5% of its assets at the time of purchase in the
securities of companies that have (with predecessors) a continuous
operating history of less than 3 years;
(e) make loans except (i) by purchasing debt securities in accordance with
its investment objectives and policies or by entering into repurchase
agreements or (ii) by lending its portfolio securities to banks,
brokers, dealers and other financial institutions so long as such loans
are not inconsistent with the 1940 Act or the rules and regulations or
interpretations of the Commission thereunder;
(f) (i) borrow, except from banks and as a temporary measure for
extraordinary or emergency purposes and then, in no event, in excess of
33 1/3% of the Portfolio's gross assets valued at the lower of market or
cost, and (ii) the Portfolio may not purchase additional securities when
borrowings exceed 5% of total assets; or
(g) pledge, mortgage or hypothecate any of its assets to an extent greater
than 33 1/3% of its total assets at fair market value.
The Portfolios' investment objectives and investment limitations (a), (b),
(c), (e), and (f) (i), set forth above, are fundamental and may be changed only
with the approval of the holders of a majority of the outstanding shares
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of each Portfolio of the Fund. If a percentage limitation on investment or
utilization of assets as set forth above is adhered to at the time an investment
is made, a later change in percentage resulting from changes in the value or
total cost of the Portfolio's assets will not be considered a violation of the
restriction.
INVESTMENT SUITABILITY
The Rice, Hall, James Portfolios are designed principally for the
investments of institutional investors. The Rice, Hall, James Small Cap
Portfolio is available for purchase by individuals and may be suitable for
investors who seek maximum capital appreciation, consistent with reasonable risk
to principal by investing primarily in small market capitalization companies.
The Rice, Hall, James Mid Cap Portfolio is available for purchase by individuals
and may be suitable for investors, who seek maximum capital appreciation
consistent with reasonable risk to principal by investing primarily in mid
market capitalization companies. However, no mutual fund can guarantee that its
investment objective will be met.
PURCHASE OF SHARES
Shares of a Portfolio may be purchased, without sales commission, at the net
asset value per share next determined after an order is received by the Fund and
payment is received by the Custodian. (See "Valuation of Shares.") The required
minimum initial investment in the Rice, Hall, James Portfolios is $2,500. There
may be certain exceptions as may be determined from time to time by the officers
of the Fund.
INITIAL INVESTMENTS BY MAIL
An account may be opened by completing and signing an Account Registration
Form, and mailing it, together with a check payable to UAM FUNDS, INC., to:
UAM Funds, Inc.
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798
The carbon copy (manually signed) of the Account Registration Form must be
delivered to:
UAM Fund Distributors, Inc.
211 Congress Street
Boston, MA 02110
Payment for the purchase of shares received by mail will be credited to your
account at the net asset value per share of the Portfolio next determined after
receipt. Such payment need not be converted into Federal Funds (monies credited
to the Fund's Custodian Bank by a Federal Reserve Bank) before acceptance by the
Fund.
INITIAL INVESTMENTS BY WIRE
Shares of the Portfolio may also be purchased by wiring Federal Funds to the
Fund's Custodian Bank (see instructions below). In order to insure prompt
crediting of the Federal Funds wire, it is important to follow these steps:
(a) Telephone the Fund's Transfer Agent (toll-free 1-800-638-7983) and
provide the account name, address, telephone number, social security or
taxpayer identification number, the name of the Portfolio, the amount being
wired and the name of the bank wiring the funds. (Investors with existing
accounts should also notify the Fund prior to wiring funds.) An account
number will then be provided to you;
(b) Instruct your bank to wire the specified amount to the Fund's
Custodian at:
The Bank of New York
New York, NY 10286
ABA #0210-0023-8
DDA Acct. 001-63-068
F/B/O UAM Funds, Inc.
Ref: Portfolio Name
Your Account Number
----------------
Your Account Name
--------------------
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<PAGE>
(c) A completed Account Registration Form must be forwarded to the Fund
and UAM Fund Distributors, Inc. at the addresses shown thereon as soon as
possible. Federal Funds purchases will be accepted only on a day on which
the New York Stock Exchange and the Custodian Bank are open for business.
ADDITIONAL INVESTMENTS
You may add to your account at any time by purchasing shares at net asset
value by mailing a check to the UAM Funds Service Center (payable to "UAM Funds,
Inc.") at the above address or by wiring monies to the Custodian Bank using the
instructions outlined above. The minimum additional investment is $100. It is
very important that your account number, account name, and the name of the
Portfolio of which shares are to be purchased are specified on the check or wire
to insure proper crediting to your account. In order to insure that your wire
orders are invested promptly, you are requested to notify the Fund (toll-free
1-800-638-7983) prior to the wire date. Mail orders should include, when
possible, the "Invest by Mail" stub which accompanies any Fund confirmation
statement.
OTHER PURCHASE INFORMATION
The purchase price of the shares is the net asset value per share next
determined after the order and payment is received. (See "Valuation of Shares.")
An order received prior to the 4:00 p.m. close of the New York Stock Exchange
(the "NYSE") will be executed at the price computed on the date of receipt. An
order or payment received not in proper form or after the 4:00 p.m. close of the
NYSE will be executed at the price computed on the next day the NYSE is open
after proper receipt.
The Fund reserves the right, in its sole discretion, to suspend the offering
of shares of the Portfolios or reject purchase orders when, in the judgement of
management, such suspension or rejection is in the best interests of the Fund.
Purchases will be made in full and fractional shares calculated to three
decimal places. In the interest of economy and convenience, certificates for
shares will not be issued except at the written request of the shareholder.
Certificates for fractional shares, however, will not be issued.
Shares of the Portfolios may be purchased by customers of broker-dealers or
other financial intermediaries ("Service Agents") which have established a
shareholder servicing relationship with the Fund on behalf of their customers.
Service Agents may impose additional or different conditions on the purchase or
redemption of Portfolio shares by their customers and may charge their customers
transaction or other account fees on the purchase and redemption of Portfolio
shares. Each Service Agent is responsible for transmitting to its customers a
schedule of any such fees and information regarding any additional or different
conditions regarding purchases and redemptions. Shareholders who are customers
of Service Agents should consult their Service Agent for information regarding
these fees and conditions. Amounts paid to Service Agents may include
transaction fees and/or service fees paid by the Fund from the Fund assets
attributable to the Service Agent, and which would not be imposed if shares of
the Portfolio were purchased directly from the Fund or the Distributor. The
Service Agents may provide shareholder services to their customers that are not
available to a shareholder dealing directly with the Fund. A salesperson and any
other person entitled to receive compensation for selling or servicing Portfolio
shares may receive different compensation with respect to one particular class
of shares over another in the Fund.
Service Agents may enter confirmed purchase orders on behalf of their
customers. If you buy shares of a Portfolio in this manner, the Service Agent
must receive your investment order before the close of trading on the NYSE, and
transmit it to the Fund's Transfer Agent prior to the close of the Transfer
Agent's business day and to the Distributor to receive that day's share price.
Proper payment for the order must be received by the Transfer Agent no later
than the time when the Portfolio is priced on the following business day.
Service Agents are responsible to their customers, the Fund and the Fund's
Distributor for timely transmission of all subscription and redemption requests,
investment information, documentation and money.
IN-KIND PURCHASES
If accepted by the Fund, shares of the Portfolios may be purchased in
exchange for securities which are eligible for acquisition by the Portfolio, as
described in this Prospectus. Securities to be exchanged which are accepted by
the Fund will be valued as set forth under "Valuation of Shares" at the time of
the next determination of net asset value after such acceptance. Shares issued
in exchange for securities will be issued at net asset value determined as of
the same time. All dividends, interest, subscription, or other rights pertaining
to such securities shall become the property of the Portfolio and must be
delivered to the Fund by the investor upon receipt from the issuer. Securities
acquired through in-kind purchase will be acquired for investment and not for
immediate resale.
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<PAGE>
The Fund will not accept securities in exchange for shares of a Portfolio
unless: (1) such securities are, at the time of the exchange, eligible for
investment by the Portfolio and current market quotations are readily available
for such securities; (2) the investor represents and agrees that all securities
offered to be exchanged are not subject to any restrictions upon their sale by
the Portfolio under the Securities Act of 1933, or otherwise; and (3) the value
of any such securities (except U.S. Government securities) being exchanged
together with other securities of the same issuer owned by the Portfolio will
not exceed 5% of the net assets of the Portfolio immediately after the
transaction.
A gain or loss for Federal income tax purposes will be realized by investors
who are subject to Federal taxation upon the exchange depending upon the cost of
the securities or local currency exchanged. Investors interested in such
exchanges should contact the Adviser.
REDEMPTION OF SHARES
Shares of each Portfolio may be redeemed by mail or telephone at any time,
without cost, at the net asset value next determined after receipt of the
redemption request. No charge is made for redemptions. Any redemption may be
more or less than the purchase price of your shares depending on the market
value of the investment securities held by the Portfolios.
BY MAIL
Each Portfolio will redeem its shares at the net asset value next determined
on the date the request is received in "good order". Your request should be
addressed to:
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798
"Good order" means that the request to redeem shares must include the
following documentation:
(a) The stock certificates, if issued;
(b) A letter of instruction or a stock assignment specifying the number of
shares or dollar amount to be redeemed, signed by all registered owners
of the shares in the exact names in which they are registered;
(c) Any required signature guarantees (see "Signature Guarantees" below);
and
(d) Other supporting legal documents, if required, in the case of estates,
trusts, guardianships, custodianships, corporations, pension and profit
sharing plans and other organizations.
Shareholders who are uncertain of requirements for redemption should contact
the UAM Funds Service Center.
SIGNATURE GUARANTEES
To protect your account, the Fund and the Fund's transfer agent (the
"Transfer Agent") from fraud, signature guarantees are required for certain
redemptions. Signature guarantees are required for (1) redemptions where the
proceeds are to be sent to someone other than the registered shareowner(s) or
the registered address, or (2) share transfer requests. The purpose of signature
guarantees is to verify the identity of the party who has authorized a
redemption.
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.
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<PAGE>
BY TELEPHONE
Provided you have previously established the telephone redemption privilege
by completing an Account Registration Form, you may request a redemption of your
shares by calling the Fund and requesting the redemption proceeds be mailed to
you or wired to your bank. The Fund and the Transfer Agent will employ
reasonable procedures to confirm that instructions communicated by telephone are
genuine, and they may be liable for any losses if they fail to do so. These
procedures include requiring the investor to provide certain personal
identification at the time an account is opened and prior to effecting each
transaction requested by telephone. In addition, all telephone transaction
requests will be recorded and investors may be required to provide additional
telecopied written instructions of such transaction requests. Neither the Fund
nor the Transfer Agent will be responsible for any loss, liability, cost or
expense for following instructions received by telephone that it reasonably
believes to be genuine. To change the name of the commercial bank or the account
designated to receive redemption proceeds, a written request must be sent to the
Fund at the address above. Requests to change the bank or account must be signed
by each shareholder and each signature must be guaranteed. You cannot redeem
shares by telephone if you hold stock certificates for these shares. Please
contact one of the Fund's representatives at the Transfer Agent for further
details.
FURTHER REDEMPTION INFORMATION
Normally, the Fund will make payment for all shares redeemed under this
procedure within one business day of receipt of the request, but in no event
will payment be made more than seven days after receipt of a redemption request
in good order. The Fund may suspend the right of redemption or postpone the date
at times when both the NYSE and Custodian Bank are closed, or under any
emergency circumstances as determined by the Commission.
If the Fund's Board of Directors determines that it would be detrimental to
the best interests of the remaining shareholders of the Fund to make payment
wholly or partly in cash, the Fund may pay the redemption proceeds in whole or
in part by a distribution in-kind of liquid securities held by a Portfolio in
lieu of cash in conformity with applicable rules of the Commission. Investors
may incur brokerage charges on the sale of portfolio securities so received in
payment of redemptions.
SHAREHOLDER SERVICES
EXCHANGE PRIVILEGE
Institutional Class Shares of each Rice, Hall, James Portfolio may be
exchanged for Institutional Class Shares of the other Rice, Hall, James
Portfolio. In addition, Institutional Class Shares of each Rice, Hall, James
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 this Prospectus.) Exchange requests should be made by
calling the Fund (1-800-638-7983) or by writing to 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 Transfer Agent 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 additional information regarding responsibility for the authenticity of
telephoned instructions, see "Redemption of Shares -- By Telephone" above.
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
15
<PAGE>
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 REGISTRATION
Shareholders may transfer the registration of shares to another person by
writing to the UAM Funds at the above address. As in the case of redemptions,
the written request must be received in good order before any transfer can be
made. (See "Redemption of Shares" for a definition of "good order.")
VALUATION OF SHARES
Each Portfolio's net asset value per share is determined by dividing the sum
of the total market value of the Portfolio's investments and other assets, less
any liabilities, by the total outstanding shares of the Portfolio. The net asset
value per share is determined as of the close of the NYSE on each day that the
NYSE is open for business (currently 4:00 p.m. Eastern time).
Equity securities listed on a U.S. securities exchange for which market
quotations are readily available are valued at the last quoted sale price on the
day the valuation is made. Price information on listed securities is taken from
the exchange where the security is primarily traded. Securities listed on a
foreign exchange are valued at their closing price. Unlisted equity securities
and listed securities not traded on the valuation date for which market
quotations are readily available are valued not exceeding the current asked
prices nor less than the current bid prices.
Bonds and other fixed income securities are valued according to the broadest
and most representative market, which will ordinarily be the over-the-counter
market. Net asset value includes interest on fixed income securities, which is
accrued daily. In addition, bonds and other fixed income securities may be
valued on the basis of prices provided by a pricing service when such prices are
believed to reflect the fair market value of such securities. The prices
provided by a pricing service are determined without regard to bid or last sale
prices but take into account institutional size trading in similar groups of
securities and any developments related to the specific securities. Securities
not priced in this manner are valued at the most recently quoted bid price, or
when stock exchange valuations are used, at the latest quoted sale price on the
day of valuation. If there is no such reported sale, the latest quoted bid price
will be used. The value of securities purchased with remaining maturities of 60
days or less is determined using amortized cost valuation, when the Board of
Directors determines that amortized cost reflects fair value. In the event that
amortized cost does not approximate fair value, market prices as determined
above will be used.
The value of other assets and securities for which no quotations are readily
available (including restricted securities) is determined in good faith at fair
value using methods determined by the Fund's Board of Directors. For purposes of
calculating net asset value per share, all assets and liabilities initially
expressed in foreign currencies will be converted into U.S. dollars at the
prevailing market rate.
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
Each Portfolio will normally distribute substantially all of its net
investment income to shareholders in the form of quarterly dividends. If any net
capital gains are realized, the Portfolios will normally distribute such gains
with the annual dividend distribution.
Undistributed net investment income is included in a Portfolio's net assets
for the purpose of calculating net asset value per share. Therefore, on the
"ex-dividend" date, the net asset value per share excludes the dividend (i.e.,
is reduced by the per share amount of the dividend). Dividends paid shortly
after the purchase of shares by an investor, although in effect a return of
capital, are taxable to shareholders.
Each Portfolio's dividend and capital gains distributions will be
automatically reinvested in additional shares unless the Fund is notified in
writing that the shareholder elects to receive distributions in cash.
FEDERAL TAXES
Each Portfolio intends to qualify each year as a "regulated investment
company" under the Internal Revenue Code of 1986, as amended, and if it
qualifies, will not be liable for Federal income taxes to the extent it
distributes its net investment income and net realized capital gains. For
qualification as a regulated investment company the Portfolio intends to comply
with the diversification requirements imposed by the Internal Revenue Code. In
doing
16
<PAGE>
so, the Portfolio will diversify its holdings so that, at the close of each
quarter of its taxable year, at least 50% of the market value of its total
assets is represented by cash (including cash items and receivables), United
States Government securities, and other securities, with such other securities
limited in respect of any one issuer, for purposes of this calculation to an
amount not greater than 5% of the value of the Portfolio's total assets and no
more than 10% of the outstanding voting securities of the issuer.
Dividends, either in cash or reinvested in shares, paid by a Portfolio from
net investment income will be taxable to shareholders as ordinary income and
will not qualify for the 70% dividends received deduction for corporations.
Whether paid in cash or additional shares of a Portfolio and regardless of
the length of time the shares in the Portfolio have been owned by the
shareholder, distributions from long-term capital gains are taxable to
shareholders as such but are not eligible for the dividends received deduction.
Shareholders are notified annually by the Fund as to Federal tax status of
dividends and distributions paid by a Portfolio. Such dividends and
distributions may also be subject to state and local taxes.
A redemption of shares is a taxable event for Federal income tax purposes. A
shareholder may also be subject to state and local taxes on such redemptions.
Each Portfolio intends to declare and pay dividend and capital gains
distributions so as to avoid imposition of the Federal Excise Tax. To do so,
each Portfolio expects to distribute an amount equal to (1) 98% of its calendar
year ordinary income, (2) 98% of its capital gains net income (the excess of
short and long-term capital gains over short and long-term capital losses) for
the one-year period ending October 31st, and (3) 100% of any undistributed
ordinary or capital gains net income from the prior year. Dividends declared in
October, November and December to shareholders of record in such a month will be
deemed to have been paid by the Fund and received by the shareholders on
December 31 of such calendar year, provided that the dividends are paid before
February 1 of the following year.
The Fund is required by Federal law to withhold 31% of reportable payments
(which may include dividends, capital gains distributions, and redemptions) paid
to shareholders who have not complied with IRS taxpayer identification
regulations. In order to avoid this withholding requirement, you must certify on
the Account Registration Form or on a separate form supplied by the Fund that
your Social Security or Taxpayer Identification Number provided is correct and
that you are not currently subject to backup withholding or that you are exempt
from backup withholding.
STATE AND LOCAL TAXES
Shareholders may also be subject to state and local taxes on distributions
from the Fund. Shareholders should consult with their tax advisers with respect
to the tax status of distributions from the Fund in their state and locality.
INVESTMENT ADVISER
Rice, Hall, James & Associates was founded in 1974 and is located at 600
West Broadway, Suite 1000, San Diego, CA 92101. The Adviser is a wholly-owned
subsidiary of United Asset Management Corporation ("UAM") and provides
investment management services to individual and institutional investors. As of
the date of this Prospectus, the Adviser had approximately $920 million in
assets under management.
Under Investment Advisory Agreements (the "Agreements") with the Fund, dated
as of January 24, 1994 for the Rice, Hall, James Small Cap Portfolio and
September , 1996 for the Rice, Hall, James Mid Cap Portfolio, the Adviser,
subject to the control and supervision of the Fund's Board of Directors and in
conformance with the stated investment objective and policies of each Portfolio,
manages the investment and reinvestment of the assets of the Portfolios. In this
regard, it is the responsibility of the Adviser to make investment decisions for
each Portfolio and to place purchase and sale orders for each Portfolio's
investments.
The investment professionals responsible for the day-to-day management of
the Portfolios are as follows:
SAMUEL R. TROZZO is Chairman and Chief Executive Officer of the Adviser with
thirty-six years investment experience. Prior to founding Rice, Hall, James &
Associates in 1974, Mr. Trozzo was Vice President and Senior Investment Officer
of Southern California First National Bank. He is a former member of the State
of California Board of Administration/Investment Committee Public Employees
Retirement System. He is a graduate of Kent State University.
17
<PAGE>
THOMAS W. MCDOWELL, JR. is President of the Adviser with fifteen years
investment experience. Mr. McDowell joined Rice, Hall, James in 1984. Prior to
that time, he was Investment Officer, Security Analyst and Portfolio Manager at
California First Bank. He earned his B.A. degree from the University of
California, Los Angeles and his M.B.A. from San Diego State University.
DAVID P. TESSMER is Partner and Co-Director of Research of the Adviser with
thirty years investment experience. Prior to joining Rice, Hall, James in 1986,
Mr. Tessmer was Vice President and Senior Portfolio Manager at The Pacific
Century Group, San Diego. He earned his B.S. degree in Investment Management at
Northwestern University and his M.B.A. in Finance at Columbia Graduate School of
Business.
TIMOTHY A. TODARO is Partner and Co-Director of Research of the Adviser with
sixteen years investment experience. Mr. Todaro joined Rice, Hall, James in
1983. Prior to that time, he was Senior Investment Analyst at Comerica Bank,
Detroit, Michigan. Mr. Todaro earned his B.A. in Economics at the University of
California, San Diego and his M.B.A. degree in Finance/International Business at
the University of Wisconsin, Madison. He is a Chartered Financial Analyst.
GARY S. RICE is Partner of the Adviser with thirteen years investment
experience. Mr. Rice was an Account Administrator with the Trust Division at
Federated Investors, Inc., Pittsburgh, Pennsylvania prior to joining Rice, Hall,
James in 1983. He earned his B.A. degree in Economics/Business Administration at
Vanderbilt University.
MICHELLE P. CONNELL is Partner of the Adviser with twelve years investment
experience. Prior to joining Rice, Hall, James in 1995, she was Senior
Investment Analyst with Linsco/Private Ledger. Previously, she was the director
of Finance and Operations at the San Diego Natural History Museum. Ms. Connell
has a B.A. degree in accounting from Seattle University and her M.B.A. from San
Diego State University. She is a level III Chartered Financial Analyst
candidate.
As compensation for the services rendered by the Adviser under the
Agreements, the Portfolios pay the Adviser annual fees, in monthly installments,
calculated by applying the following annual percentage rates to the Portfolios'
average daily net assets for the month:
<TABLE>
<S> <C>
Rice, Hall, James Small Cap Portfolio............................ 0.75%
Rice, Hall, James Mid Cap Portfolio.............................. 0.80%
</TABLE>
Although the advisory fee rates payable by the Portfolios are higher than
the rates payable by most mutual funds, the Fund believes they are comparable to
the rates paid by many other funds with similar investment objectives and
policies and are appropriate for these Portfolios in light of their investment
objectives.
The Adviser has agreed to waive all or part of its advisory fee and to
assume as the Adviser's own expense operating expenses otherwise payable by the
Rice, Hall, James Small Cap Portfolio, if necessary, in order to keep its total
annual operating expenses from exceeding 1.40% of its average daily net assets.
The Adviser has voluntarily agreed to waive all or part of its advisory fee and
to assume as the Adviser's own expense operating expenses otherwise payable by
the Rice, Hall, James Mid Cap Portfolio, if necessary, in order to keep its
total annual operating expenses from exceeding 1.25% of its average daily net
assets. The Fund will not reimburse the Adviser for advisory fees waived or
expenses that the Adviser may bear on behalf of the Portfolios.
In addition, the Adviser may compensate its affiliated companies for
referring investors to the Portfolios. The Distributor, UAM, the Adviser, or any
of their affiliates, may, at its own expense, compensate a Service Agent or
other person for marketing, shareholder servicing, record-keeping and/or other
services performed with respect to the Fund, a Portfolio or any Class of Shares
of a Portfolio. The person making such payments may do so out of its revenues,
its profits or any other source available to it. Such services arrangements,
when in effect, are made generally available to all qualified service providers.
ADMINISTRATIVE SERVICES
Pursuant to a Fund Administration Agreement dated April 15, 1996, the
Administrator, a wholly-owned subsidiary of UAM, with its principal office
located at 211 Congress Street, Boston, MA 02110, is responsible for performing
and overseeing administration, fund accounting, dividend disbursing and transfer
agency services provided to the Fund and its Portfolios. The Fund pays the
Administrator a monthly fee for its services which on an annual basis equals:
0.19 of 1% of the first $200 million of the aggregate net assets of the Fund;
0.11 of 1% of the next $800 million of the aggregate net assets of the Fund;
0.07 of 1% of the aggregate net assets in excess of $1 billion but less than $3
billion; and 0.05 of 1% of the aggregate assets in excess of $3 billion. The
fees are allocated among the Portfolios on the basis of their relative assets
and are subject to a graduated minimum fee schedule per
18
<PAGE>
Portfolio of $1,250 per month upon inception of a Portfolio to $70,000 annually
after two years. If a separate class of shares is added to a Portfolio, the
minimum annual fee payable to the Administrator by that Portfolio may be
increased by up to $20,000. In addition, each Portfolio will pay to the
Administrator a Fund-specific fee of between 0.02% to 0.06% of the aggregate net
assets of each Portfolio. Pursuant to a Mutual Funds Service Agreement dated
April 15, 1996 between the Administrator and the Sub-Administrator, an affiliate
of The Chase Manhattan Bank, N.A., the Sub-Administrator provides the Fund and
its Portfolios with certain services, including, but not limited to, fund
accounting, transfer agency, maintenance of Fund records, preparation of
reports, assistance in the preparation of the Fund's registration statements and
general day-to-day administration of matters related to the Fund's corporate
existence. The Administrator pays the Sub-Administrator a monthly fee for its
services from the fees that the Administrator receives from the Fund under its
Fund Administration Agreement. The Sub-Administrator is located at 73 Tremont
Street, Boston, MA 02108-3913. Effective April 1, 1996, The Chase Manhattan
Corporation, the parent of The Chase Manhattan Bank, N.A., merged with and into
Chemical Banking Corporation, the parent company of Chemical Bank. Chemical
Banking Corporation is the surviving corporation and will continue its existence
under the name "The Chase Manhattan Corporation".
DISTRIBUTOR
The Distributor, a wholly-owned subsidiary of UAM with its principal office
located at 211 Congress Street, Boston, Massachusetts 02110, distributes the
shares of the Fund. Under the Distribution Agreement (the "Agreement"), the
Distributor, as agent of the Fund, agrees to use its best efforts as sole
distributor of the Fund's shares. The Distributor does not receive any fee or
other compensation under the Agreement with respect to the Rice, Hall, James
Portfolios. The Agreement continues in effect so long as such continuance is
approved at least annually by the Fund's Board of Directors, including a
majority of those Directors who are not parties to such Agreement or interested
persons of any such party. The Agreement provides that the Fund will bear the
costs of the registration of its shares with the Commission and various states
and the printing of its prospectuses, statements of additional information and
reports to shareholders.
PORTFOLIO TRANSACTIONS
Each 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 available price and most favorable execution with respect to all
transactions for the Portfolios.
The Adviser may, however, consistent with the interests of the Portfolios,
select brokers on the basis of the research, statistical and pricing services
they provide to the Portfolios. Information and research received from such
brokers will be in addition to, and not in lieu of, the services required to be
performed by the Adviser under the Investment Advisory Agreements. A commission
paid to such brokers may be higher than that which another qualified broker
would have charged for effecting the same transaction, provided that such
commissions are paid in compliance with the Securities Exchange Act of 1934, as
amended, and that the Adviser determines in good faith that such commission is
reasonable in terms either of the transaction or the overall responsibility of
the Adviser to the Portfolios and the Adviser's other clients.
It is not the Fund's practice to allocate brokerage or effect principal
transactions with dealers 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 a Portfolio or who act as agents in
the purchase of shares of a Portfolio for their clients.
Some securities considered for investment by a Portfolio may also be
appropriate for other clients served by the Adviser. If a purchase or sale 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 Board of Directors.
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
19
<PAGE>
of the Fund was changed to "UAM Funds, Inc." The Fund's Articles of
Incorporation, as amended, permit the Board of Directors to issue three billion
shares of common stock, with a $.001 par value. The Directors have the power to
designate one or more series ("Portfolios") or classes of shares 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 Board of Directors may create additional
Portfolios and Classes of shares of the Fund in the future at its discretion.
The shares of each Portfolio and Class of the Fund are fully paid and
nonassessable and have no preference as to conversion, exchange, dividends,
retirement or other features and have no pre-emptive rights. The shares of each
Portfolio and Class have non-cumulative 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 name on the books of the Fund. Both
Institutional Class and Institutional Service Class Shares represent an interest
in the same assets of a Portfolio and are identical in all respects except that
the Service Class Shares bear certain expenses related to shareholder servicing,
may bear expenses related to the distribution of such shares and have exclusive
voting rights with respect to matters relating to such distribution
expenditures. Information about the Service Class Shares of the Portfolios,
along with the fees and expenses associated with such shares, is available upon
request by contacting the Fund at 1-800-638-7983. Annual meetings will not be
held except as required by the 1940 Act and other applicable laws. The Fund has
undertaken that its Directors will call a meeting of shareholders if such a
meeting is requested in writing by the holders of not less than 10% of the
outstanding shares of the Fund. To the extent required by the undertaking, the
Fund will assist shareholder communications in such matters.
CUSTODIAN
The Bank of New York serves as Custodian of the Fund's assets.
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP serves as the independent accountants for the Fund and
audits its financial statements annually.
REPORTS
Shareholders receive unaudited semi-annual financial statements and annual
financial statements audited by Price Waterhouse LLP.
SHAREHOLDER INQUIRIES
Shareholder inquiries may be made by writing to the Fund at the address
listed on the cover of this Prospectus or by calling 1-800-638-7983.
LITIGATION
The Fund is not involved in any litigation.
20
<PAGE>
DIRECTORS AND OFFICERS
The Officers of the Fund manage its day-to-day operations and are
responsible to the Fund's Board of Directors. The Directors set broad policies
for the Fund and elect its Officers. The following is a list of the Directors
and Officers of the Fund and a brief statement of their present positions and
principal occupations during the past five years.
<TABLE>
<S> <C>
MARY RUDIE BARNEBY* Director and Executive Vice President of the Fund;
1133 Avenue of the Americas President of Regis Retirement Plan Services, since 1993;
New York, NY 10036 Former President of UAM Fund Distributors, Inc.; Formerly
Age 43 responsible for Defined Contribution Plan Services at a
division of the Equitable Companies, Dreyfus Corporation
and Merrill Lynch.
JOHN T. BENNETT, JR. Director of the Fund; President of Squam Investment
College Road - RFD 3 Management Company, Inc. and Great Island Investment
Meredith, NH 03253 Company, Inc.; President of Bennett Management Company
Age 67 from 1988 to 1993.
J. EDWARD DAY Director of the Fund; Retired Partner in the Washington
5804 Brookside Drive office of the law firm Squire, Sanders & Dempsey;
Chevy Chase, MD 20815 Director, Medical Mutual Liability Insurance Society of
Age 81 Maryland; Formerly, Chairman of the Montgomery County,
Maryland, Revenue Authority.
PHILIP D. ENGLISH Director of the Fund; President and Chief Executive
16 West Madison Street Officer of Broventure Company, Inc.; Chairman of the Board
Baltimore, MD 21201 of Chektec Corporation and Cyber Scientific, Inc.
Age 47
WILLIAM A. HUMENUK Director of the Fund; Partner in the Philadelphia office
4000 Bell Atlantic Tower of the law firm Dechert Price & Rhoads; Director, Hofler
1717 Arch Street Corp.
Philadelphia, PA 19103
Age 54
NORTON H. REAMER* Director, President and Chairman of the Fund; President,
One International Place Chief Executive Officer and Director of United Asset
Boston, MA 02110 Management Corporation; Director, Partner or Trustee of
Age 60 each of the Investment Companies of the Eaton Vance Group
of Mutual Funds.
PETER M. WHITMAN, JR.* Director of the Fund; President and Chief Investment
One Financial Center Officer of Dewey Square Investors Corporation ("DSI")
Boston, MA 02111 since 1988; Director and Chief Executive Officer of H. T.
Age 52 Investors, Inc., formerly a subsidiary of DSI.
WILLIAM H. PARK* Vice President of the Fund; Executive Vice President and
One International Place Chief Financial Officer of United Asset Management
Boston, MA 02110 Corporation.
Age 49
</TABLE>
<TABLE>
<S> <C>
GARY L. FRENCH* Treasurer of the Fund; President and Chief Executive
211 Congress Street Officer of UAM Fund Services, Inc.; formerly Vice
Boston, MA 02110 President--Operations Development and Control of Fidelity
Age [ ] Investment Institutional Services from February 1995 to
August 1995; Treasurer of the Fidelity Group of Mutual
Funds from 1991 to February 1995.
MICHAEL E. DEFAO* Secretary to the Fund; Vice President and General Counsel
211 Congress Street to UAM Fund Services, Inc.; formerly an Associate of Ropes
Boston, MA 02110 & Gray (a law firm) from 1993-February 1996.
Age [ ]
</TABLE>
21
<PAGE>
<TABLE>
<S> <C>
ROBERT R. FLAHERTY* Assistant Treasurer of the Fund; Senior Manager of Fund
73 Tremont Street Administration and Compliance of Sub-Administrator since
Boston, MA 02108 March 1995; formerly Senior Manager of Deloitte & Touche
Age 32 LLP from 1985 to 1995.
KARL O. HARTMANN* Assistant Secretary of the Fund; Senior Vice President and
73 Tremont Street General Counsel of Sub- Administrator; formerly Senior
Boston, MA 02108 Vice President, Secretary and General Counsel of Leland,
Age 41 O'Brien, Rubinstein Associates, Inc. from November 1990 to
November 1991.
</TABLE>
- ------------------------
*These people are deemed to be "interested persons" of the Fund as that term is
defined in the 1940 Act.
22
<PAGE>
UAM FUNDS -- INSTITUTIONAL CLASS SHARES
ACADIAN ASSET MANAGEMENT, INC.
Acadian Emerging Markets Portfolio
Acadian International Equity Portfolio
BARROW, HANLEY, MEWHINNEY & STRAUSS, INC.
BHM&S Total Return Bond Portfolio
CHICAGO ASSET MANAGEMENT COMPANY
Chicago Asset Management Value/Contrarian Portfolio
Chicago Asset Management Intermediate Bond Portfolio
COOKE & BIELER, INC.
C&B Balanced Portfolio
C&B Equity Portfolio
C. S. MCKEE & COMPANY, INC.
McKee U.S. Government Portfolio
McKee Domestic Equity Portfolio
McKee International Equity Portfolio
DEWEY SQUARE INVESTORS CORPORATION
DSI Disciplined Value Portfolio
DSI Limited Maturity Bond Portfolio
DSI Money Market Portfolio
FIDUCIARY MANAGEMENT ASSOCIATES, INC.
FMA Small Company Portfolio
INVESTMENT COUNSELORS OF MARYLAND, INC.
ICM Equity Portfolio
ICM Fixed Income Portfolio
ICM Small Company Portfolio
INVESTMENT RESEARCH COMPANY
IRC Enhanced Index Portfolio
MURRAY JOHNSTONE INTERNATIONAL LTD.
MJI International Equity Portfolio
NEWBOLD'S ASSET MANAGEMENT, INC.
Newbold's Equity Portfolio
NWQ INVESTMENT MANAGEMENT COMPANY
NWQ Balanced Portfolio
NWQ Value Equity Portfolio
RICE, HALL JAMES & ASSOCIATES
Rice, Hall, James Small Cap Portfolio
Rice, Hall, James Mid Cap Portfolio
SIRACH CAPITAL MANAGEMENT, INC.
Sirach Equity Portfolio
Sirach Fixed Income Portfolio
Sirach Growth Portfolio
Sirach Short-Term Reserves Portfolio
Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio
SPECTRUM ASSET MANAGEMENT, INC.
SAMI Preferred Stock Income Portfolio
Enhanced Monthly Income Portfolio
23
<PAGE>
STERLING CAPITAL MANAGEMENT COMPANY
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio
Sterling Partners' Short-Term Fixed Income Portfolio
THOMPSON, SIEGEL & WALMSLEY, INC.
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio
24
<PAGE>
UAM FUNDS
UAM FUNDS SERVICE CENTER
C/O CHASE GLOBAL FUNDS SERVICES COMPANY
P.O. BOX 2798
BOSTON, MA 02208-2798
1-800-638-7983
-----------------
PROSPECTUS
DATED SEPTEMBER , 1996
INVESTMENT ADVISER
RICE, HALL, JAMES & ASSOCIATES
600 WEST BROADWAY, SUITE 1000
SAN DIEGO, CA 92101
(619) 239-9005
-----------------
DISTRIBUTOR
UAM FUND DISTRIBUTORS, INC.
211 CONGRESS STREET
BOSTON, MA 02110
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Fund Expenses..................................... 2
Prospectus Summary................................ 3
Financial Highlights.............................. 5
Performance Calculations.......................... 6
Investment Objectives............................. 6
Portfolio Characteristics and Investment
Policies......................................... 6
Additional Investment Policies.................... 7
Investment Limitations............................ 12
Investment Suitability............................ 12
Purchase of Shares................................ 13
Redemption of Shares.............................. 15
<CAPTION>
PAGE
---------
<S> <C>
Shareholder Services.............................. 16
Valuation of Shares............................... 17
Dividends, Capital Gains Distributions and
Taxes............................................ 18
Investment Adviser................................ 19
Administrative Services........................... 20
Distributor....................................... 20
Portfolio Transactions............................ 21
General Information............................... 21
Directors and Officers............................ 23
UAM Funds-Institutional Class Shares.............. 25
</TABLE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, OR IN THE FUND'S STATEMENT OF
ADDITIONAL INFORMATION, IN CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR ITS REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING BY THE FUND IN ANY JURISDICTION IN WHICH SUCH OFFERING
MAY NOT LAWFULLY BE MADE.
<PAGE>
UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)
POST-EFFECTIVE AMENDMENT NO. 40
PART B
The following Statement of Additional Information is included in this
Post-Effective Amendment No. 40:
- Rice, Hall, James Portfolios Institutional Class Shares
The following Statement of Additional Information is also incorporated by
reference to Post Effective Amendment No. 39 filed on June 27, 1996.
- FMA Small Company Portfolio Institutional Service Class Shares
The following Statement of Additional Information is also incorporated by
reference to Post-Effective Amendment No. 38 filed on May 2, 1996:
- 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
- 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
- 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
RICE, HALL, JAMES SMALL CAP PORTFOLIO
RICE, HALL, JAMES MID CAP PORTFOLIO
INSTITUTIONAL CLASS SHARES
STATEMENT OF ADDITIONAL INFORMATION
SEPTEMBER , 1996
This Statement is not a Prospectus but should be read in conjunction with
the Prospectus of the UAM Funds, Inc. (the "UAM Fund" or the "Fund") for the
Rice, Hall, James Small Cap and Rice, Hall, James Mid Cap Portfolios'
Institutional Class Shares dated September , 1996. To obtain the Prospectus,
please call the UAM Funds Service Center:
1-800-638-7983
TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
Investment Objectives and Policies............................................................................... 2
Purchase of Shares............................................................................................... 8
Redemption of Shares............................................................................................. 8
Shareholder Services............................................................................................. 9
Investment Limitations........................................................................................... 9
Management of the Fund........................................................................................... 10
Investment Adviser............................................................................................... 11
Portfolio Transactions........................................................................................... 12
Administrative Services.......................................................................................... 13
Performance Calculations......................................................................................... 13
General Information.............................................................................................. 16
Financial Statements............................................................................................. 17
Appendix -- Description of Securities and Ratings................................................................ A-1
</TABLE>
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The following policies supplement the investment objectives and policies of
the Rice, Hall, James Small Cap and Rice, Hall, James Mid Cap Portfolios (the
"Portfolios") as set forth in the Rice, Hall, James Portfolios' Prospectus:
SECURITIES LENDING
The Portfolios may lend their investment securities to qualified
institutional 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 their investment
securities, the Portfolios attempt to increase their 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 Portfolios. The Portfolios may lend their 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 each 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 Portfolios at any time, and (d) the
Portfolios receive reasonable interest on the loan (which may include the
Portfolios investing any cash collateral in interest bearing short-term
investments). 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 a loan, the loan must be called and the
securities voted.
INVESTMENTS IN FOREIGN SECURITIES
Investors in the Portfolios should recognize that investing in foreign
companies involves certain special considerations which are not typically
associated with investing in U.S. companies. Since the securities of foreign
companies are frequently denominated in foreign currencies, the Portfolios may
be affected favorably or unfavorably by changes in currency rates and in
exchange control regulations, and may incur costs in connection with conversions
between various currencies.
As foreign companies are not generally subject to uniform accounting,
auditing and financial reporting standards and they may have policies that are
not comparable to those of domestic companies, there may be less information
available about certain foreign companies than about domestic companies.
Securities of some foreign companies are generally less liquid and more volatile
than securities of comparable domestic companies. There is generally less
government supervision and regulation of stock exchanges, brokers and listed
companies than in the U.S. In addition, with respect to certain foreign
countries, there is the possibility of expropriation or confiscatory taxation,
political or social instability, or diplomatic developments which could affect
U.S. investments in those countries.
Although the Portfolios will endeavor to achieve the most favorable
execution costs in their portfolio transactions, fixed commissions on many
foreign stock exchanges are generally higher than negotiated commissions on U.S.
exchanges.
Certain foreign governments levy withholding taxes on dividend and interest
income. Although in some countries a portion of these taxes are recoverable, the
non-recoverable portion of foreign withholding taxes will reduce the income
received from the companies comprising the Portfolios' investments. However,
these foreign withholding taxes are not expected to have a significant impact.
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
The U.S. dollar value of the assets of each Portfolio may be affected
favorably or unfavorably by changes in foreign currency exchange rates and
exchange control regulations, and a Portfolio may incur costs in connection
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with conversions between various currencies. Each Portfolio will conduct their
foreign currency exchange transactions either on a spot (i.e., cash) basis at
the spot rate prevailing in the foreign currency exchange market, or through
entering into forward foreign currency exchange contracts ("forward contracts")
to purchase or sell foreign currencies. A forward contract involves an
obligation to purchase or sell a specific currency at a future date, which may
be any fixed number of days from the date of the contract agreed upon by the
parties, at a price set at the time of the contract. These contracts are traded
in the interbank market conducted directly between currency traders (usually
large commercial banks) and their customers. A forward contract generally has no
deposit requirement, and no commissions are charged at any stage for such
trades.
Each Portfolio may enter into forward contracts in several circumstances.
When a Portfolio enters into a contract for the purchase or sale of a security
denominated in a foreign currency, or when a Portfolio anticipates the receipt
in a foreign currency of dividends or interest payments on a security which it
holds, a Portfolio may desire to "lock-in" the U.S. dollar price of the security
or the U.S. dollar equivalent of such dividend or interest payment, as the case
may be. By entering into a forward contract for a fixed amount of dollars, for
the purchase or sale of the amount of foreign currency involved in the
underlying transactions, such Portfolio will be able to protect itself against a
possible loss resulting from an adverse change in the relationship between the
U.S. dollar and the subject foreign currency during the period between the date
on which the security is purchased or sold, or on which the dividend or interest
payment is declared, and the date on which such payments are made or received.
Additionally, when a Portfolio anticipates that the currency of a particular
foreign country may suffer a substantial decline against the U.S. dollar, it may
enter into a forward contract for a fixed amount of dollars, to sell the amount
of foreign currency approximating the value of some or all of such Portfolio's
securities denominated in such foreign currency. The precise matching of the
forward contract amounts and the value of the securities involved will not
generally be possible since the future value of securities in foreign currencies
will change as a consequence of market movements in the value of these
securities between the date on which the forward contract is entered into and
the date it matures. The projection of short-term currency market movement is
extremely difficult, and the successful execution of a short-term hedging
strategy is highly uncertain. The Portfolios do not intend to enter into such
forward contracts to protect the value of portfolio securities on a regular or
continuous basis. The Portfolios will not enter into such forward contracts or
maintain a net exposure to such contracts where the consummation of the
contracts would obligate such Portfolio to deliver an amount of foreign currency
in excess of the value of such Portfolio securities or other assets denominated
in that currency.
Under normal circumstances, consideration of the prospect for currency
parities will be incorporated into the long-term investment decisions made with
regard to overall diversification strategies. However, the Adviser believes that
it is important to have the flexibility to enter into such forward contracts
when it determines that the best interests of the performance of each Portfolio
will thereby be served. The Fund's Custodian will place cash, U.S. government
securities, or high-grade debt securities into a segregated account of each
Portfolio in an amount equal to the value of each Portfolio's total assets
committed to the consummation of forward contracts. If the value of the
securities placed in the segregated account declines, additional cash or
securities will be placed in the account on a daily basis so that the value of
the account will be equal to the amount of such Portfolio's commitments with
respect to such contracts.
The Portfolios generally will not enter into a forward contract with a term
of greater than one year. At the maturity of a forward contract, a Portfolio may
either sell the security and make delivery of the foreign currency, or it may
retain the security and terminate its contractual obligation to deliver the
foreign currency by purchasing an "offsetting" contract with the same currency
trader obligating it to purchase, on the same maturity date, the same amount of
the foreign currency.
It is impossible to forecast with absolute precision the market value of a
particular portfolio security at the expiration of the contract. Accordingly, it
may be necessary for a Portfolio to purchase additional foreign currency on the
spot market (and bear the expense of such purchase) if the market value of the
security is less than the amount of foreign currency that such Portfolio is
obligated to deliver and if a decision is made to sell the security and make
delivery of the foreign currency.
If a Portfolio retains the portfolio security and engages in an offsetting
transaction, such Portfolio will incur a gain or loss (as described below) to
the extent that there has been movement in forward contract prices. Should
forward prices decline during the period between a Portfolio entering into a
forward contract for the sale of a foreign currency and the date it enters into
an offsetting contract for the purchase of the foreign currency, such
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Portfolio will realize a gain to the extent that the price of the currency it
has agreed to sell exceeds the price of the currency it has agreed to purchase.
Should forward prices increase, such Portfolio would suffer a loss to the extent
that the price of the currency it has agreed to purchase exceeds the price of
the currency it has agreed to sell.
Each of the Portfolios' dealings in forward contracts will be limited to the
transactions described above. Of course, the Portfolios are not required to
enter into such transactions with regard to their foreign currency-denominated
securities. It also should be realized that this method of protecting the value
of portfolio securities against a decline in the value of a currency does not
eliminate fluctuations in the underlying prices of the securities. It simply
establishes a rate of exchange which one can achieve at some future point in
time. Additionally, although such contracts tend to minimize the risk of loss
due to a decline in the value of the hedged currency, at the same time, they
tend to limit any potential gain which might result should the value of such
currency increase.
FUTURES CONTRACTS
The Portfolios may enter into 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
acceptable 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 Portfolios expect to earn
interest income on their 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. Each Portfolio intends to use futures contracts only for
hedging purposes.
Regulations of the CFTC applicable to the Fund require that all of its
futures transactions constitute bona fide 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 5% of the liquidation value of each
Portfolio. The Portfolios will only sell futures contracts to protect securities
they own against price declines or purchase contracts to protect against an
increase in the price of securities they intend to purchase. As evidence of this
hedging interest, each 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 a 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 future positions, these costs are lower than transaction costs incurred in
the purchase and sale of the underlying securities.
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RESTRICTIONS ON THE USE OF FUTURES CONTRACTS
Each Portfolio will not enter into futures contract transactions to the
extent that, immediately thereafter, the sum of its initial margin deposit on
open contracts exceeds 5% of the market value of its total assets. In addition,
a Portfolio will not enter into futures contracts to the extent that its
outstanding obligations to purchase securities under these contracts would
exceed 20% of its total assets.
RISK FACTORS IN FUTURES TRANSACTIONS
Each Portfolio will minimize the risk that it 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, a
Portfolio would continue to be required to make daily cash payments to maintain
its required margin. In such situations, if a Portfolio has insufficient cash,
it may have to sell securities to meet daily margin requirements at a time when
it may be disadvantageous to do so. In addition, a Portfolio may be required to
make delivery of the instruments underlying futures contracts it holds. 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 contract 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 each
Portfolio is engaged in only for hedging purposes, the Adviser does not believe
that a Portfolio is subject to the risks of loss frequently associated with
futures transactions. A Portfolio would presumably have sustained comparable
losses if, instead of the futures contract, it had invested in the underlying
financial instrument and sold it after the decline.
Utilization of futures transactions by a Portfolio does involve the risk of
imperfect or no correlation where the securities underlying the futures
contracts have different maturities than such Portfolio's securities being
hedged. It is also possible that a Portfolio could lose money on futures
contracts and also experience a decline in value of portfolio securities. There
is also the risk of loss by a Portfolio of margin deposits in the event of
bankruptcy of a broker with whom such Portfolio has an open position in a
futures contract or related option.
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.
OPTIONS
Each Portfolio may purchase and sell put and call options on futures
contracts for hedging purposes. Investments in options involve some of the same
considerations that are involved in connection with investments in futures
contracts (e.g., the existence of a liquid secondary market). In addition, the
purchase of an option also entails the risk that changes in the value of the
underlying security or contract will not be fully reflected in the value of the
option purchased. Depending on the pricing of the option compared to either the
futures contract on which it is based or the price of the securities being
hedged, an option may or may not be less risky than ownership of the futures
contract or such securities. In general, the market prices of options can be
expected to be more volatile than the market prices on the underlying futures
contract or securities.
OPTIONS ON FOREIGN CURRENCIES
Each Portfolio may purchase and write options on foreign currencies for
hedging purposes in a manner similar to that in which futures contracts on
foreign currencies, or forward contracts, will be utilized. For example, a
decline in the dollar value of a foreign currency in which portfolio securities
are denominated will reduce the
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dollar value of such securities, even if their value in the foreign currency
remains constant. In order to protect against such diminutions in the value of
portfolio securities, a Portfolio may purchase put options on the foreign
currency. If the value of the currency does decline, a Portfolio will have the
right to sell such currency for a fixed amount in dollars and will thereby
offset, in whole or in part, the adverse effect on its portfolio which otherwise
would have resulted.
Conversely, where a rise in the dollar value of a currency in which
securities to be acquired are denominated is projected, thereby increasing the
cost of such securities, a Portfolio may purchase call options thereon. The
purchase of such options could offset, at least partially, the effects of the
adverse movements in exchange rates. As in the case of other types of options,
however, the benefit to a Portfolio deriving from purchases of foreign currency
options will be reduced by the amount of the premium and related transaction
costs. In addition, where currency exchange rates do not move in the direction
or to the extent anticipated, a Portfolio could sustain losses on transaction in
foreign currency options which would require it to forego a portion or all of
the benefits of advantageous changes in such rates.
Each Portfolio may write options on foreign currencies for the same types of
hedging purposes. For example, where a Portfolio anticipates a decline in the
dollar value of foreign currency denominated securities due to adverse
fluctuations in exchange rates it could, instead of purchasing a put option,
write a call option on the relevant currency. If the anticipated decline occurs,
the option will most likely not be exercised, and the diminution in value of
portfolio securities will be offset by the amount of the premium received.
Similarly, instead of purchasing a call option to hedge against an
anticipated increase in the dollar cost of securities to be acquired, a
Portfolio could write a put option on the relevant currency which, if rates move
in the manner projected, will expire unexercised and allow the Portfolio to
hedge such increased cost up to the amount of the premium. As in the case of
other types of options, however, the writing of a foreign currency option will
constitute only a partial hedge up to the amount of the premium, and only if
rates move in the expected direction. If this does not occur, the option may be
exercised and the Portfolio would be required to purchase or sell the underlying
currency at a loss which may not be offset by the amount of the premium. Through
the writing of options on foreign currencies, a Portfolio also may be required
to forego all or a portion of the benefits which might otherwise have been
obtained from favorable movements in exchange rates.
Each Portfolio intends to write covered call options on foreign currencies.
A call option written on a foreign currency by a Portfolio is "covered" if the
Portfolio owns the underlying foreign currency covered by the call or has an
absolute and immediate right to acquire that foreign currency without additional
cash consideration (or for additional cash consideration held in a segregated
account by the Custodian) upon conversion or exchange of other foreign currency
held in its portfolio. A call option is also covered if a Portfolio has a call
on the same foreign currency and in the same principal amount as the call
written where the exercise price of the call held (a) is equal to or less than
the exercise price of the call written of (b) is greater than the exercise price
of the call written if the difference is maintained by the Portfolio in cash,
U.S. Government securities or other high grade liquid debt securities in a
segregated account with the Custodian.
Each Portfolio also intends to write call options on foreign currencies that
are not covered for cross-hedging purposes. A call option on a foreign currency
is for cross-hedging purposes if it is not covered, but is designed to provide a
hedge against a decline in the U.S. dollar value of a security which a Portfolio
owns or has the right to acquire and which is denominated in the currency
underlying the option due to an adverse change in the exchange rate. In such
circumstances, a Portfolio collateralizes the option by maintaining in a
segregated account with the Custodian, cash or U.S. Government securities or
other high grade liquid debt securities in an amount not less than the value of
the underlying foreign currency in U.S. dollars marked to market daily.
RISKS OF OPTIONS ON FUTURES CONTRACTS, FORWARD CONTRACTS AND OPTIONS ON FOREIGN
CURRENCIES
Options on foreign currencies and forward contracts are not traded on
contract markets regulated by the CFTC or (with the exception of certain foreign
currency options) by the Commission. To the contrary, such instruments are
traded through financial institutions acting as market-makers, although foreign
currency options are also traded on certain national securities exchanges, such
as the Philadelphia Stock Exchange and the Chicago Board Options Exchange,
subject to the regulation of the Commission. Similarly, options on currencies
may be traded over-the-counter. In an over-the-counter trading environment, many
of the protection afforded to exchange participants will not be available. For
example, there are no daily price fluctuation limits, and adverse market
movements could therefore continue to an unlimited extent over a period of time.
Although the purchase
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of an option cannot lose more than the amount of the premium plus related
transaction costs, this entire amount could be lost. Moreover, the option writer
and a trader of forward contracts could lose amounts substantially in excess of
their initial investments, due to the margin and collateral requirements
associated with such positions.
Options on foreign currencies traded on national securities exchanges are
within the jurisdiction of the Commission, as are other securities traded on
such exchanges. As a result, many of the protections provided to traders on
organized exchanges will be available with respect to such transactions. In
particular, all foreign currency option positions entered into on a national
securities exchange are cleared and guaranteed by the Options Clearing
Corporation ("OCC"), thereby reducing the risk of counterparty default.
Furthermore, a liquid secondary market in options traded on a national
securities exchange may be more readily available than in the over-the-counter
market, potentially permitting a Portfolio to liquidate open positions at a
profit prior to exercise or expiration, or to limit losses in the event of
adverse market movements.
The purchase and sale of exchange-traded foreign currency options, however,
is subject to the risks of the availability of a liquid secondary market
described above, as well as the risks regarding adverse market movements,
margining of options written, the nature of the foreign currency market,
possible intervention by governmental authorities and the effect of other
political and economic events. In addition, exchange-traded options of foreign
currencies involve certain risks not presented by the over-the-counter market.
For example, exercise and settlement of such options must be made exclusively
through the OCC, which has established banking relationships in applicable
foreign counties for this purpose. As a result, the OCC may, if it determines
that foreign governmental restrictions or taxes would prevent the orderly
settlement of foreign currency option exercises, or would result in undue
burdens on the OCC or its clearing member, impose special procedures on exercise
and settlement, such as technical changes in the mechanics of delivery of
currency, the fixing of dollar settlement prices or prohibitions, on exercise.
In addition, futures contracts, options on futures contracts, forward
contracts and options of foreign currencies may be traded on foreign exchanges.
Such transactions are subject to the risk of governmental actions affecting
trading in or the prices of foreign currencies or securities. The value of such
positions also could be adversely affected by (i) other complex foreign
political and economic factors, (ii) lesser availability than in the United
States of data on which to make trading decisions, (iii) delays in a Portfolio's
ability to act upon economic events occurring in foreign markets during
nonbusiness hours in the United States, (iv) the imposition of different
exercise and settlement terms and procedures and margin requirements than in the
United States, and (v) lesser trading volume.
FEDERAL TAX TREATMENT OF FORWARD CURRENCY AND FUTURES CONTRACTS
Except for transactions the Portfolios have identified as hedging
transactions, each Portfolio is required for Federal income tax purposes to
recognize as income for each taxable year its net unrealized gains and losses on
regulated futures contracts as of the end of each taxable year as well as those
actually realized during the year. In most cases, any such gain or loss
recognized with respect to a regulated futures contract is considered to be 60%
long-term capital gain or loss and 40% short-term capital gain or loss without
regard to the holding period of the contract.
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 certain qualifying income, i.e., dividends, interest,
income derived from loans of securities and gains from the sale or other
disposition of stock, securities or foreign currencies, or other related income,
including gains from options, futures and forward contracts, derived with
respect to its business investing in stock, securities or currencies. Any net
gain realized from the closing out of futures contracts will, therefore,
generally be qualifying income for purposes of the 90% requirement.
Qualification as a regulated investment company also requires that less than 30%
of a Portfolio's gross income be derived from the sale or other disposition of
stock, securities, options, futures or forward contracts (including certain
foreign currencies not directly related to the Fund's business of investing in
stock or securities) held less than three months. 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 taxable 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.
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Each Portfolio 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 Portfolio's taxable year) on futures
transactions. Such distribution will be combined with distributions of capital
gains realized on a Portfolio's other investments, and shareholders will be
advised on the nature of the payment.
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 ("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: 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 judgement of
management such rejection is in the best interests 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
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 a Portfolio 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 a Portfolio.
SIGNATURE GUARANTEES
To protect your account, the Fund and the Fund's transfer agent (the
"Transfer Agent") from fraud, signature guarantees are required for certain
redemptions. Signature guarantees are required for (1) redemptions where the
proceeds are to be sent to someone other than the registered shareowner(s)
and/or the 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 institution 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.
Signatures guarantees will be accepted from any eligible guarantor institution
which participates in a signature guarantee program.
8
<PAGE>
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 shareholder services information set forth in
the Rice, Hall, James Portfolios' Prospectus:
EXCHANGE PRIVILEGE
Institutional Class Shares of each Rice, Hall, James Portfolio may be
exchanged for Institutional Class Shares of the other Rice, Hall, James
Portfolio. In addition, Institutional Class Shares of each Rice, Hall, James
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 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 sale 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 Sub-Administrator, the Fund's
Transfer Agent, 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 Fund's Portfolios to another person
or entity 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 following limitations supplement those set forth in the Prospectus.
Whenever an investment limitation sets forth a percentage limitation on
investment or utilization of assets, such limitation shall be determined
immediately after and as a result of a Portfolio's acquisition of such security
or other asset. Accordingly, any later increase or decrease resulting from a
change in values, net assets or other circumstances will not be considered when
determining whether the investment complies with a Portfolio's investment
limitations. Investment limitations (1), (2), (3) and (4) are classified as
fundamental. The Portfolios' fundamental investment limitations cannot be
changed without approval by a "majority of the outstanding shares" (as defined
in the 1940 Act) of each Portfolio. The Portfolios will not:
(1) invest in physical commodities or contracts on physical commodities;
9
<PAGE>
(2) purchase or sell real estate or real estate limited partnerships,
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) make loans except (i) by purchasing debt securities in accordance with
its investment objectives and (ii) by lending its portfolio securities
to banks, brokers, dealers and other financial institutions so long as
such loans are not inconsistent with the 1940 Act or the rules and
regulations or interpretations of the Commission thereunder;
(4) underwrite the securities of other issuers;
(5) invest in stock or bond futures and/or options on futures unless (i) not
more than 5% of the Portfolio's assets are required as deposit to secure
obligations under such futures and/or options on futures contracts
provided, however, that in the case of an option that is in-the-money at
the time of purchase, the in-the-money amount may be excluded in
computing such 5% and (ii) not more than 20% of the Portfolio's assets
are invested in stock or bond futures and options;
(6) purchase on margin or sell short except as specified in (5) above;
(7) 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;
(8) invest more than an aggregate of 15% of the assets of the Portfolio,
determined at the time of investment, in securities subject to legal or
contractual restrictions on resale or securities for which there are no
readily available markets;
(9) invest for the purpose of exercising control over management of any
company;
(10) write or acquire options or interests in oil, gas or other mineral
exploration or development programs; and
As a matter of non-fundamental policy, each Portfolio will not:
(1) invest in warrants, valued at the lower of cost or market, not exceeding
5.0% of the value of a Portfolio's net assets. Included within that
amount, but not to exceed 2.0% of the value of a Portfolio's net assets,
may be warrants which are not listed on the New York or American Stock
Exchange. Warrants acquired by a Portfolio in units or attached to
securities may be deemed to be without value.
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 elect 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 the Portfolios' Prospectus. As of May
31, 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
10
<PAGE>
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>
(3) (5)
TOTAL COMPENSATION
(2) PENSION OR RETIREMENT (4) FROM REGISTRANT
(1) AGGREGATE BENEFITS ACCRUED AS ESTIMATED ANNUAL AND
NAME OF PERSON, COMPENSATION PART OF FUND BENEFITS UPON FUND COMPLEX PAID
POSITION FROM REGISTRANT EXPENSES RETIREMENT TO DIRECTORS
- ------------------------------------------- --------------- ------------------------- ----------------------- ------------------
<S> <C> <C> <C> <C>
John T. Bennett, Jr.
Director $ 24,435 0 0 $ 26,750
J. Edward Day
Director $ 24,435 0 0 $ 26,750
Philip D. English
Director $ 24,435 0 0 $ 26,750
William A. Humenuk
Director $ 24,435 0 0 $ 26,750
</TABLE>
PRINCIPAL HOLDERS OF SECURITIES
As of May 31, 1996, the following persons or organizations held of record or
beneficially 5% or more of the shares of the Portfolios:
RICE, HALL, JAMES SMALL CAP PORTFOLIO: Robert P. Gregory, Trustee, FBO
Gregory & Cook Profit Sharing Plan, c/o Rotan Mosle, 4544 Post Oak Place #140,
Houston, TX, 5%*.
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 pr presumed disclaimed.
INVESTMENT ADVISER
CONTROL OF ADVISER
Rice, Hall, James & Associates (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 such 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
RICE, HALL, JAMES SMALL CAP PORTFOLIO
The Adviser applies a value oriented approach to small capitalization growth
stocks. The Rice, Hall, James Small Cap Portfolio is constructed through bottom
up research where stocks selected must possess catalysts-positive fundamental
changes which the Adviser believes should lead to greater investor recognition
and, subsequently, higher stock prices. The Price Earnings ratios of selected
stocks are typically lower than the projected 3 to 5 year earnings growth rates.
Stocks are sold when they reach preset upside targets, violate preset downside
price limits or when a deterioration of the fundamentals or the catalyst occur.
11
<PAGE>
RICE, HALL, JAMES MID CAP PORTFOLIO
The Adviser practices a fundamentally driven bottom up research approach.
This approach focuses on identifying stocks of growth companies that are selling
at a discount to the companies' projected earnings growth rates. Specifically,
the Adviser requires that candidates for inclusion in the Portfolio have
price/earnings ratios that are lower than the 3 to 5 year projected earnings
growth rate. In addition, the stocks must possess catalysts, which are defined
by the Adviser as fundamental events that ultimately lead to increases in
revenue growth rates, expanding profit margins and/or increases in earnings
growth rates that are generally not anticipated by the market. Such events can
include new product introductions or applications, discovery of niche markets,
new management, corporate or industry restructures, regulatory change, end
market expansion, etc. Most importantly, the Adviser must be convinced that such
change will lead to greater investor recognition and a subsequent rise in the
stock prices within a 12 to 24 month period. Stocks are sold when they reach
their upside target, violate the present downside limit or when a deterioration
of the fundamental assumptions or catalysts occurs.
REPRESENTATIVE INSTITUTIONAL CLIENTS
As of the date of this Statement of Additional Information, the Adviser's
representative institutional clients included: University of Kansas Endowment,
San Diego Society of Natural History, American Business Products, City of San
Diego and California Western School of Law.
In compiling this client list, the Adviser used objective criteria such as
account size, geographic location and client classification. The Adviser did not
use any performance based criteria. It is not known whether these clients
approve or disapprove of the Adviser or the advisory services provided.
ADVISORY FEES
As compensation for services rendered by the Adviser under the Investment
Advisory Agreement, the Portfolios pay the Adviser an annual fee in monthly
installments, calculated by applying the following annual percentage rate to
each Portfolio's average daily net assets for the month:
<TABLE>
<CAPTION>
RATE
-----------
<S> <C>
Rice, Hall, James Small Cap Portfolio.................................. 0.75%
Rice, Hall, James Mid Cap Portfolio.................................... 0.80%
</TABLE>
For the period from July 1, 1994 (commencement of operations) to October 31,
1994, the Rice, Hall, James Small Cap Portfolio paid advisory fees of $10,000
which the Adviser waived. For the fiscal year ended October 31, 1995, the
Portfolio paid advisory fees of approximately $85,000. During this period, the
Adviser voluntarily waived advisory fees of approximately $15,000.
PORTFOLIO TRANSACTIONS
Each 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 effect principal transactions with dealers 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.
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
Portfolios 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.
12
<PAGE>
ADMINISTRATIVE SERVICES
As stated in the Prospectus, the Board of Directors of the Fund approved a
new Fund Administration Agreement between UAM Fund Services, Inc., a wholly
owned subsidiary of UAM, and the Fund. The Fund's Directors also approved a
Mutual Fund Services Agreement between UAM Fund Services, Inc. and the Sub-
Administrator. The services provided by UAM Fund Services, Inc. and the
Sub-Administrator and the basis of the fees payable by the Fund under the Fund
Administration Agreement are described in the Portfolios' Prospectus. Prior to
April 15, 1996, the Sub-Administrator or its predecessor, Mutual Funds Service
Company, provided certain administrative services to the Fund under an
Administration Agreement between the Fund and U.S. Trust Company of New York.
For the period from July 1, 1994 (commencement of operation) to October 31, 1994
and for the fiscal year ended October 31, 1995, administrative fees paid by
Rice, Hall, James Small Cap Portfolio totaled approximately $9,000 and $52,000,
respectively. For the Fund's fiscal years 1994 and 1995, the Fund paid the
Sub-Administrator, or its predecessor, Mutual Funds Services Company, a monthly
fee for its services which on an annualized basis equaled 0.20 of 1% of the
first $200 million of the aggregate net assets of the Fund; 0.12 of 1% of the
next $800 million of the aggregate net assets of the Fund; 0.08 of 1% of the
aggregate net assets in excess of $1 billion but less than $3 billion; and 0.06
of 1% of the Portfolios on the basis of their relative assets and were subject
to a graduated minimum fee schedule per Portfolio, which rose from $2,000 per
month upon inception of a Portfolio to $70,000 annually after two years.
PERFORMANCE CALCULATIONS
PERFORMANCE
The Portfolios 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.
YIELD
Current yield reflects the income per share earned by a Portfolio's
investment. 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.
A yield figure is obtained using the following formula:
Yield = 2[(a-b + 1 )(6) - 1]
cd
where:
<TABLE>
<S> <C> <C>
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.
</TABLE>
TOTAL RETURN
The average annual total return of a 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.
13
<PAGE>
The average annual total rates of return for the Institutional Class Shares
of the Rice, Hall, James Small Cap Portfolio from inception and for the one year
period ended on the date of the Financial Statements included herein are as
follows:
<TABLE>
<CAPTION>
SINCE INCEPTION
THROUGH YEAR
ONE YEAR ENDED ENDED INCEPTION
OCTOBER 31, 1995 OCTOBER 31, 1995 DATE
----------------- ----------------- -------------
<S> <C> <C> <C>
Rice, Hall, James Small Cap Portfolio...................... 42.59% 41.46% 7/1/94
</TABLE>
These figures are calculated according to the following formula:
P(1+T)(n) = ERV
where:
<TABLE>
<S> <C> <C>
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).
</TABLE>
Institutional Class Shares of the Rice, Hall, James Mid Cap Portfolio were
not offered as of [ ], 1996. Accordingly, no total return figures are
available.
COMPARISONS
To help investors better evaluate how an investment in the 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) S&P Midcap 400 Index -- consists of 400 domestic stocks chosen for
market size (medium market capitalization of $993 million as of February
1995), liquidity and industry group representation. It is a
market-weighted index with each stock affecting the index in proportion
to its market value.
(d) 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.
(e) 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.
(f) Lipper -- Mutual Fund Performance Analysis and Lipper -- Fixed Income
Fund Performance Analysis -- measure total return and average current
yield for the mutual fund industry. Rank individual mutual fund
performance over specified time periods, assuming reinvestment of all
distributions, exclusive of any applicable sales charges.
(g) 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.
(h) 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.
14
<PAGE>
(i) Salomon Brothers GNMA Index -- includes pools of mortgages originated by
private lenders and guaranteed by the mortgage pools of the Government
National Mortgage Association.
(j) 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.
(k) 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.
(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-TM- Index -- consists of the smallest 2,000 companies in
the Russell 3000-TM- index, a U.S. equity index of 3,000 large U.S.
companies, with an average market capitalization of $1.74 billion.
(p) Russell Midcap-TM- Index -- consists of the smallest 800 companies in
the Russell 1000-TM- Index, a U.S. equity index of the 1,000 largest
companies in the Russell 3000-TM- Index, with an average capitalization
is $1.96 billion.
(q) 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.
(r) CDA Mutual Fund Report published by CDA Investment Technologies, Inc. --
analyzes price, current yield, risk, total returnand average rate of
return (average compounded growth rate) over specified time periods for
the mutual fund industry.
(s) Mutual Fund Source Book published by Morningstar, Inc. -- analyzes
price, yield, risk and total return for equity funds.
(t) 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.
(u) 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.
(v) 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.
(w) Savings and Loan Historical Interest Rates -- as published by the U.S.
Savings & Loan League Fact Book.
(x) 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 Portfolio,
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
Portfolio to calculate its performance. In addition, there can be no assurance
that the Fund will continue this performance as compared to such other averages.
15
<PAGE>
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 directed 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.
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 the 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 the Prospectus.
As set forth in the Prospectus, unless the shareholder elects otherwise in
writing, all dividend and capital gains distributions are automatically received
in additional shares of a 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 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 a Portfolio to continue to qualify for Federal income tax
treatment as a regulated investment company under 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 Rice, Hall, James Small Cap Portfolio for
the fiscal year ended October 31, 1995 and the Financial Highlights for the
respective period presented which appear in the Portfolio's 1995 Annual Report
to Shareholders and the report thereon of Price Waterhouse LLP, the Fund's
independent accountants, also appearing therein, which were previously filed
electronically with the Commission (Accession Number: 0000950109-96-000061), are
incorporated by reference.
16
<PAGE>
APPENDIX -- DESCRIPTION OF SECURITIES AND RATINGS
I. DESCRIPTION OF BOND RATINGS
Excerpts from Moody's Investors Service, Inc. ("Moody's") description of its
highest bond ratings: AAA -- judged to be the best quality; carry the smallest
degree of investment risk: AA -- judged to be of high quality by all standards;
A -- possess many favorable investment attributes and are to be considered as
higher medium grade obligations; BAA -- considered as lower medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Excerpts from Standard & Poor's Corporation ("S&P") description of its
highest bond ratings: AAA -- highest grade obligations; possess the ultimate
degree of protection as to principal and interest; AA -- also qualify as high
grade obligations, and in the majority of instances differs from AAA issues only
in small degree; A -- regarded as upper medium grade; have considerable
investment strength but are not entirely free from adverse effects of changes in
economic and trade conditions. Interest and principal are regarded as safe; BBB
- -- regarded as borderline between definitely sound obligations and those where
the speculative element begins to predominate; this group is the lowest which
qualifies for commercial bank investment.
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 GNMA 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 FNMA, 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 FHLMC, 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 Portfolios 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.
A-1
<PAGE>
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 period of ten years; (7) financial
strength of a parent company and the relationships which exist with the issuer;
and (8) recognition by the management of issuer 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 banker's 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.
V. DESCRIPTION OF FOREIGN INVESTMENTS
Investors should recognize that investing in foreign companies involves
certain special considerations which are not typically associated with investing
in U.S. companies. Since the securities of foreign companies are frequently
denominated in foreign currencies, a Portfolio may be affected favorably or
unfavorably by changes in currency rates and in exchange control regulations,
and may incur costs in connection with conversions between various currencies.
As foreign companies are not generally subject to uniform accounting,
auditing and financial reporting standards and they may have policies that are
not comparable to those of domestic companies, there may be less information
available about certain foreign companies than about domestic companies.
Securities of some foreign companies are generally less liquid and more volatile
than securities of comparable domestic companies. There is generally less
government supervision and regulation of stock exchanges, brokers and listed
companies than in the U.S. In addition, with respect to certain foreign
countries, there is the possibility of expropriation or confiscatory taxation,
political or social instability, or diplomatic developments which could affect
U.S. investments in those countries.
Although the Fund will endeavor to achieve the most favorable execution
costs in its portfolio transactions, fixed commissions on many foreign stock
exchanges are generally higher than negotiated commissions on U.S. exchanges.
Certain foreign governments levy withholding taxes on dividend and interest
income. Although in some countries a portion of these taxes are recoverable, the
non-recoverable portion of foreign withholding taxes will reduce the income
received from the companies comprising the Fund's Portfolios. However, these
foreign withholding taxes are not expected to have a significant impact.
A-2
<PAGE>
PART C
UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)
POST-EFFECTIVE AMENDMENT NO. 40
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
1. Post-Effective Amendment No. 38 was filed to comply with the
Registrant'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 date of the Enhanced Monthly Income Portfolio
(the "Portfolio"). The following unaudited financial statements for the
Portfolio were included in Part B of the Post-Effective Amendment:
(a) Statement of Net Assets 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 STATEMENTS OF ADDITIONAL
INFORMATION 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
<PAGE>
The Financial Statements for the above-referenced Portfolios 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.
(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.)
<TABLE>
<CAPTION>
INCORPORATED BY
EXHIBIT REFERENCE TO (LOCATION):
------------------------------------------------------ ------------------------------------------------------
<S> <C> <C>
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, PEA #38,
Filed herewith
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, PEA #38, Filed herewith
6. Distribution Agreement PEA #2
Form of Amended and Restated Distribution Agreement PEA #28
between RFI Distributors and The Regis Fund, Inc.
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 between UAM Funds, Filed herewith
Inc. and UAM Fund Services, Inc.
B. Mutual Funds Service Agreement between UAM Fund Filed herewith
Services, Inc. and Chase Global Funds Services
Company
10. Opinion and Consent of Counsel Pre EA
11. Other Opinions and Consents
A. Consent of Independent Accountants with respect to PEA #36
1995 Annual Reports
12. Other Financial Statements Not applicable
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
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 PEA #28
(Shareholder Services Plan)
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:
A. October 31, 1995 PEA #36
B. March 31, 1996 PEA #38
</TABLE>
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 (APRIL 30, 1996).
<TABLE>
<CAPTION>
Acadian Emerging Markets Portfolio Institutional Class Shares............. 21
<S> <C>
Acadian International Equity Portfolio Institutional Class Shares......... 7
AEW Commercial Mortgage-Backed Securities Portfolio Institutional Class
Shares*.................................................................. 0
C&B Balanced Portfolio Institutional Class Shares......................... 47
C&B Equity Portfolio Institutional Class Shares........................... 136
DSI Disciplined Value Portfolio Institutional Class Shares................ 43
DSI Limited Maturity Bond Portfolio Institutional Class Shares............ 26
DSI Money Market Portfolio Institutional Class Shares..................... 38
Enhanced Monthly Income Portfolio Institutional Class Shares.............. 5
FMA Small Company Portfolio Institutional Class Shares.................... 50
HJMC Equity Portfolio Institutional Class Shares*......................... 0
ICM Fixed Income Portfolio Institutional Class Shares..................... 32
ICM Small Company Portfolio Institutional Class Shares.................... 258
ICM Equity Portfolio Institutional Class Shares........................... 18
McKee U.S. Government Portfolio Institutional Class Shares................ 13
McKee Domestic Equity Portfolio Institutional Class Shares................ 14
McKee International Equity Portfolio Institutional Class Shares........... 35
NWQ Balanced Portfolio Institutional Class Shares......................... 15
NWQ Balanced Portfolio Institutional Service Class Shares................. 7
NWQ Value Equity Portfolio Institutional Class Shares..................... 14
NWQ Value Equity Portfolio Institutional Service Class Shares*............ 0
Rice, Hall, James Small Cap Portfolio Institutional Class Shares.......... 129
SAMI Preferred Stock Income Portfolio Institutional Class Shares.......... 10
Sirach Special Equity Portfolio Institutional Class Shares................ 178
Sirach Strategic Balanced Portfolio Institutional Class Shares............ 75
Sirach Growth Portfolio Institutional Class Shares........................ 105
Sirach Fixed Income Portfolio Institutional Class Shares.................. 30
Sirach Short-Term Reserves Portfolio Institutional Class Shares........... 33
Sirach Special Equity Portfolio Institutional Service Class Shares........ 2
Sirach Strategic Balanced Portfolio Institutional Service Class Shares*... 0
Sirach Growth Portfolio Institutional Service Class Shares................ 2
Sterling Partners' Balanced Portfolio Institutional Class Shares.......... 143
Sterling Partners' Equity Portfolio Institutional Class Shares............ 91
Sterling Partners' Short-Term Fixed-Income Portfolio Institutional Class
Shares................................................................... 66
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
TS&W Equity Portfolio Institutional Class Shares.......................... 205
TS&W Fixed Income Portfolio Institutional Class Shares.................... 138
TS&W International Equity Portfolio Institutional Class Shares............ 334
TOTAL..................................................................... 2,320
*Portfolio has been authorized for sale of shares but has yet to begin
operations.
</TABLE>
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.
<PAGE>
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
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
<PAGE>
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
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
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.
<PAGE>
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
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
<PAGE>
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.
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
(b) (i) Registrant undertakes to file a post-effective amendment containing
reasonably current financial statements, which need not be certified, for the
Rice, Hall, James Mid Cap Portfolio within four to six months of the effective
date of such Portfolio.
(ii) Registrant undertakes to file a post-effective amendment containing
reasonably current financial statements, which need not be certified, for the
Sirach Equity Portfolio within four to six months of the effective date of the
Portfolio.
(iii) Registrant undertakes to file a post-effective amendment containing
reasonably current financial statements, which need not be certified, for the
DSI Balanced Portfolio within four to six months of the commencement of
operations of the Portfolio.
(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 the 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 within four to six months of the commencement of
operations of the Portfolio.
(vi) Registrant undertakes to file a post-effective amendment containing
reasonably current financial statements, which need not be certified, for the
Cambiar Anticipation Portfolio 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.
<PAGE>
(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 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 1st day of July, 1996.
UAM FUNDS, INC.
By: *
------------------------------------
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:
<TABLE>
<C> <S> <C>
*
- ------------------------------------------- July 1, 1996
Norton H. Reamer , Chairman and President
*
- ------------------------------------------- July 1, 1996
Mary Rudie Barneby , Director
*
- ------------------------------------------- July 1, 1996
John T. Bennett, Jr. , Director
*
- ------------------------------------------- July 1, 1996
J. Edward Day , Director
*
- ------------------------------------------- July 1, 1996
Philip D. English , Director
*
- ------------------------------------------- July 1, 1996
William A. Humenuk , Director
*
- ------------------------------------------- July 1, 1996
Peter M. Whitman, Jr. , Director
/s/ GARY L. FRENCH
- ------------------------------------------- , Treasurer and Principal July 1, 1996
Gary L. French Financial and Accounting Officer
/s/ KARL O. HARTMANN
- -------------------------------------------
* Karl O. Hartmann July 1, 1996
(Attorney-in-Fact)
</TABLE>
<PAGE>
UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)
FILE NOS. 811-5683/33-25355
POST-EFFECTIVE AMENDMENT #40
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4 Specimen of Securities
5 Investment Advisory Agreement
9 A Fund Administration Agreement
9 B Mutual Funds Service Agreement
</TABLE>
153239.3
<PAGE>
EXHIBIT 4
NUMBER SHARES
[ ] [ ]
UAM FUNDS, INC.
RICE, HALL, JAMES MID CAP PORTFOLIO
INSTITUTIONAL CLASS SHARES
TOTAL AUTHORIZED ISSUE
25,000,000 SHARES PAR VALUE ($.001) EACH
CUSIP #:
THIS CERTIFIES THAT UAM FUNDS, INC.
[SEAL]
1988 MARYLAND
INCORPORATED UNDER
THE LAWS OF THE
STATE OF MARYLAND
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE ABOVE CORPORATION
TRANSFERABLE ONLY ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF
IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS
CERTIFICATE PROPERLY ENDORSED.
THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER
AGENT. WITNESS, THE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS
DULY AUTHORIZED OFFICERS.
DATED: COUNTERSIGNED AND REGISTERED
THE CHASE MANHATTAN BANK, N.A.
TRANSFER AGENT
PRESIDENT TREASURER BY
AUTHORIZED SIGNATURE
<PAGE>
UAM FUNDS, INC.
THE FUND WILL FURNISH WITHOUT CHARGE EACH SHAREHOLDER UPON REQUEST A FULL
STATEMENT OF THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER
RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS,
QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH
CLASS WHICH THE FUND IS AUTHORIZED TO ISSUE. SUCH REQUEST MAY BE MADE TO
THE TRANSFER AGENT OF THE FUND AT ITS OFFICE IN BOSTON, MASSACHUSETTS.
THE FOLLOWING ABBREVIATIONS, WHEN USED IN THE INSCRIPTION ON THE FACE
OF THIS CERTIFICATE, SHALL BE CONSTRUED AS THOUGH THEY WERE WRITTEN
OUT IN FULL ACCORDING TO APPLICABLE LAWS OR REGULATIONS.
TEN COM - as tenants in common UNIF GIFT MIN ACT _______ Custodian_________
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gift to Minor Act
JT TEN - as joint tenants with right of survivorship
and not as tenants in common ______________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED ____________ HEREBY SELL ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ----------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SHARES REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT
- --------------------------------------------------------------------------------
ATTORNEY TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN NAMED
CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED ________________ 19___
SIGNATURE GUARANTEED
_______________________________________
_________________________________________________________
(SIGNATURE OF SELLER MUST BE GUARANTEED)
<PAGE>
EXHIBIT 5
FORM OF
INVESTMENT ADVISORY AGREEMENT
UAM FUNDS, INC.
RICE, HALL, JAMES MID CAP PORTFOLIO
AGREEMENT made this ____________ day of ___________, 1996 by and between
UAM Funds, Inc., a Maryland corporation, (the "Fund") and Rice, Hall James &
Associates, a California corporation, (the "Adviser").
1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's RICE, HALL, JAMES MID CAP PORTFOLIO (the
"Portfolio") for the period and on such terms as set forth in this Agreement.
The Fund employs the Adviser to manage the investment and reinvestment of the
assets of the Portfolio, to continuously review, supervise and administer the
investment program of the Portfolio, to determine in its discretion the
securities to be purchased or sold and the portion of the Portfolio's assets to
be held uninvested, to provide the Fund with records concerning the Adviser's
activities which the Fund is required to maintain, and to render regular reports
to the Fund's officers and Board of Directors concerning the Adviser's discharge
of the foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Directors of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.
1
<PAGE>
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities of
the Portfolio and is directed to use its best efforts to obtain the best
available price and most favorable execution, except as prescribed herein.
Subject to policies established by the Board of Directors of the Fund, the
Adviser may also be authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available, if the
Adviser determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Adviser's overall responsibilities with respect to the Fund. The execution of
such transactions shall not be deemed to represent an unlawful act or breach of
any duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Directors of the Fund such information relating
to portfolio transactions as they may reasonably request.
3. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 1 of this Agreement, the Fund shall pay to the
Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rate to the Portfolio's average daily net assets for
the month: 0.80%.
In the event of termination of this Agreement, the fee provided in this
Section shall be computed on the basis of the period ending on the last business
day on which this Agreement is in effect subject to a pro rata adjustment based
on the number of days elapsed in the current fiscal month as a percentage of the
total number of days in such month.
4. OTHER SERVICES. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office
2
<PAGE>
facilities, equipment, personnel and services shall be provided for or
rendered by the Adviser and billed to the Fund at the Adviser's cost.
5. REPORTS. The Fund and the Adviser agree to furnish to each other
current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Fund are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others so long as its services to the Fund are not impaired thereby.
7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance, bad
faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended
("1940 Act"), the Adviser shall not be subject to any liability whatsoever to
the Fund, or to any shareholder of the Fund, for any error or judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Portfolio.
8. PERMISSIBLE INTERESTS. Subject to and in accordance with the Articles
of Incorporation of the Fund and the Articles of Incorporation of the Adviser,
Directors, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as Directors, officers,
agents, shareholders or otherwise; Directors, officers, agents and shareholders
of the Adviser are or may be interested in the Fund as Directors, officers,
agents,
3
<PAGE>
shareholders or otherwise; and the Adviser (or any successor) is or may be
interested in the Fund as a shareholder or otherwise; and the effect of any
such interrelationships shall be governed by said Articles of Incorporation
and the provisions of the 1940 Act.
9. DURATION AND TERMINATION. This Agreement, unless sooner terminated
as provided herein, shall continue until the earlier of _______________, 1998
or the date of the first annual or special meeting of the shareholders of the
Portfolio and, if approved by a majority of the outstanding voting securities
of the Portfolio, thereafter shall continue for periods of one year so long
as such continuance is specifically approved at least annually (a) by the
vote of a majority of those members of the Board of Directors of the Fund who
are not parties to this Agreement or interested persons of any such party,
cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Board of Directors of the Fund or (c) by vote of a
majority of the outstanding voting securities of the Portfolio; PROVIDED
HOWEVER, that if the shareholders of the Portfolio fail to approve the
Agreement as provided herein, the Adviser may continue to serve in such
capacity in the manner and to the extent permitted by the 1940 Act and rules
thereunder. This Agreement may be terminated by the Portfolio at any time,
without the payment of any penalty, by vote of a majority of the entire Board
of Directors of the Fund or by vote of a majority of the outstanding voting
securities of the Portfolio on 60 days' written notice to the Adviser. This
Agreement may be terminated by the Adviser at any time, without the payment
of any penalty, upon 90 days' written notice to the Fund. This Agreement
will automatically and immediately terminate in the event of its assignment.
Any notice under this Agreement shall be given in writing, addressed and
delivered or mailed postpaid, to the other party at the principal office of
such party.
4
<PAGE>
As used in this Section 9, the terms "assignment", "interested persons",
and "a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act.
10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Directors of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) by vote of a
majority of the outstanding voting securities of the Portfolio.
11. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this ___ day of _______________, 1996.
RICE, HALL, JAMES & ASSOCIATES UAM FUNDS, INC.
By_____________________________ By_______________________________
Samuel Robert Trozzo Norton H. Reamer
Chairman and Chief Executive Chairman of the Board
Officer
5
<PAGE>
EXHIBIT 9A
FUND ADMINISTRATION AGREEMENT
UAM FUNDS, INC.
AGREEMENT made as of APRIL 15, 1996 by and between UAM Funds, Inc., a
corporation organized under the laws of the State of Maryland (the "Fund"), and
UAM Fund Services, Inc., a Delaware corporation (the "Administrator").
W I T N E S S E T H:
WHEREAS, the Fund is registered as a diversified, open-end, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Fund wishes to retain the Administrator to provide certain
transfer agent, fund accounting and administration services with respect to the
Fund, and the Administrator is willing to furnish or provide for the furnishing
of such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Fund hereby appoints the Administrator to provide
transfer agent, fund accounting and fund administration services to the Fund,
subject to the supervision of the Board of Directors of the Fund (the "Board"),
for the period and on the terms set forth in this Agreement. The Administrator
accepts such appointment and agrees to furnish the services herein set forth in
return for the compensation as provided in Paragraph 4 of this Agreement. The
Fund presently issues shares of common stock in one or more series each
representing separate interests in a portfolio of investments and cash.
Hereinafter, each such series shall be referred to as a "Portfolio." The term
"Portfolio" as hereinafter used shall be deemed to include not only separate
series of the Fund, but also separate classes of series of the Fund. The Fund
shall notify the Administrator in writing of each additional Portfolio
established by the Fund. Each new Portfolio shall be subject to the provisions
of this Agreement, except to the extent that said provisions (including those
relating to the compensation and expenses payable by the Fund and its
Portfolios) may be modified with respect to such new Portfolio in writing by the
Fund and the Administrator at the time of the addition of such new Portfolio.
2. DELIVERY OF DOCUMENTS. The Fund will upon request furnish the
Administrator with copies, properly certified or authenticated, of each of the
following in their most current form:
(a) Resolutions of the Fund's Board authorizing the appointment of
the Administrator to provide certain transfer agency, fund accounting and
administration services to the Fund and approving this Agreement;
(b) The Fund's Articles of Incorporation ("Articles");
(c) The Fund's Bylaws ("Bylaws");
<PAGE>
(d) The Fund's Notification of Registration of Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission ("SEC");
(e) The Fund's Registration Statement, as amended, on Form N-1A (the
"Registration Statement") under the Securities Act of 1933 and the 1940 Act, as
filed with the SEC; and
(f) The Fund's most recent Prospectuses and Statements of Additional
Information and supplements thereto (such Prospectuses and Statements of
Additional Information and supplements thereto, as presently in effect and as
from time to time hereafter amended and supplemented, herein called the
"Prospectuses").
The Fund will furnish the Administrator from time to time with copies,
properly certified or authenticated, of all amendments of or supplements to the
foregoing, if any.
3. SERVICES PROVIDED BY THE ADMINISTRATOR. The Administrator will
provide the following services subject to the control, direction and supervision
of the Board, and in compliance with the objectives, policies and limitations
set forth in the Fund's Registration Statement, Bylaws and applicable laws and
regulations.
(a) GENERAL ADMINISTRATION. The Administrator shall manage,
administer and conduct the general business activities of the Fund other than
those which have been contracted to other third parties by the Fund as of the
date hereof. The Administrator shall provide the personnel and facilities
necessary to perform such general business activities. A detailed description
of these services is included in Attachment A to this Agreement.
(b) FUND ACCOUNTING. The Administrator shall provide the following
accounting services to the Fund: (i) maintenance of the books and records and
accounting controls for the Fund's assets, including records of all securities
transactions; (ii) calculation of the Portfolios' net asset values in accordance
with the Prospectuses and, if requested by the Fund, transmission of the net
asset values to the NASD for publication of prices; (iii) accounting for
dividends, interest and other income received and distributions made by the
Fund; (iv) preparation and filing of the Fund's state and federal tax returns
and Semi-Annual Reports on Form N-SAR; (v) production of transaction data,
financial reports and such other periodic and special reports as the Board may
reasonably request; (vi) the preparation of financial statements for the semi-
annual and annual reports and other shareholder communications; (vii) liaison
with the Fund's independent auditors; and (viii) monitoring and administration
of arrangements with the Fund's custodian and depository banks. A complete
listing of reports that will be available to the Fund is included in Attachment
B of this Agreement.
(c) TRANSFER AGENT. The Administrator shall:
(i) Maintain records showing for each Fund shareholder the
following: (A) name, address and tax identifying number; (B) number of shares
held of any Portfolio of the Fund; (C) historical information including
dividends paid and the date and price of all transactions including individual
purchases and redemptions; and (D) any dividend
<PAGE>
reinvestment order, application, dividend address and correspondence relating
to the current maintenance of the account.
(ii) Record the issuance of shares of common stock of the Fund
and shall notify the Fund in case any proposed issue of shares by the Fund
shall result in an over-issue as identified by Section 8-104(2) of the
Uniform Commercial Code and in case any issue would result in such an
over-issue, shall refuse to countersign and issue, and/or credit, said
shares. Except as specifically agreed in writing between the Administrator
and the Fund, the Administrator shall have no obligation when countersigning
and issuing and/or crediting shares, to take cognizance of any other laws
relating to the issue and sale of such shares except insofar as policies and
procedures of the Stock Transfer Association recognize such laws.
(iii) Process all orders for the purchase of shares of the
Fund in accordance with the Fund's current Registration Statement. Upon
receipt of any check or other payment for purchase of shares of the Fund from
an investor, it will: (A) stamp the envelope with the date of receipt; (B)
forthwith process the same for collection; and (C) determine the amounts
thereof due the Fund, and notify the Fund of such determination and deposit,
such notification to be given on a daily basis of the total amounts
determined and deposited to the Fund's custodian bank account during such
day. The Administrator shall then credit the share account of the investor
with the number of shares to be purchased according to the price of the
Fund's shares in effect for purchases made on the date such payment is
received by the Administrator, determined as set forth in the Fund's current
Prospectuses, and shall promptly mail a confirmation of said purchase to the
investor, all subject to any instructions which the Fund may give to the
Administrator with respect to the timing or manner of acceptance of orders
for shares relating to payments so received by it.
(iv) Receive and stamp with the date of receipt all requests
for redemptions or repurchase of shares held in certificate or
non-certificate form and shall process redemptions and repurchase requests as
follows: (A) if such certificate or redemption request complies with the
applicable standards approved by the Fund, the Administrator shall on each
business day notify the Fund of the total number of shares presented and
covered by such requests received by the Administrator on such day; (B) on or
prior to the seventh calendar day succeeding any such request for redemption,
the Administrator shall notify the custodian, subject to the instructions
from the Fund, to transfer monies to such account as designated by the
Administrator for such payment to the redeeming shareholder of the applicable
redemption or repurchase price; (C) if any such certificate or request for
redemption or repurchase does not comply with applicable standards, the
Administrator shall promptly notify the investor of such fact, together with
the reason therefor, and shall effect such redemption at the relevant
Portfolio's price next determined after receipt of documents complying with
said standards or at such other time as the Fund shall so direct.
(v) Acknowledge all correspondence from shareholders
relating to their share accounts and undertake such other shareholder
correspondence as may from time to time be mutually agreed upon.
(vi) Process redemptions, exchanges and transfers of Fund
shares upon telephone instructions from qualified shareholders in accordance
with the procedures set forth in
<PAGE>
the Fund's current Prospectuses. The Administrator shall be permitted to act
upon the instruction of any person by telephone to redeem, exchange and/or
transfer Fund shares from any account for which such services have been
authorized. The Fund hereby agrees to indemnify and hold the Administrator
harmless against all losses, costs or expenses, including attorneys' fees and
expenses suffered or incurred by the Administrator directly or indirectly as
a result of relying on the telephone instructions of any person acting on
behalf of a shareholder account for which telephone services have been
authorized.
(vii) Transfer on the records of the Fund maintained by it,
shares represented by certificates, as well as issued shares held in
non-certificate form, upon the surrender to it of the certificate or, in the
case of non-certificated shares, comparable transfer documents in proper form
for transfer and, upon cancellation thereof, to countersign and issue new
certificates or other documents of ownership for a like amount of stock and
to deliver the same pursuant to the transfer instructions.
(viii) Supply, at the expense of the Fund, a supply of
continuous form blank stock certificates. Such blank stock certificates
shall be properly signed, manually or by facsimile, as authorized by the
Fund, and shall bear the Fund's corporate seal or facsimile thereof; and
notwithstanding the death, resignation or removal of any officers of the Fund
authorized to sign certificates of stock, the Administrator may, until
otherwise directed by the Fund, continue to countersign certificates which
bear the manual or facsimile signature of such officer.
(ix) Upon the request of a shareholder of the Fund who
requests a certificate representing his shares, countersign and mail by first
class mail a share certificate to the investor at his address as set forth on
the transfer books of the Fund.
(x) In the event that any check or other order for the
payment of money is returned unpaid for any reason, take such steps,
including redepositing said check for collection or returning said check to
the investor, as the Administrator may, at its discretion, deem appropriate
and notify the Fund of such action, unless the Fund instructs otherwise.
However, the Administrator shall not be liable to the Fund for any returned
checks or other order for the payment of money if it follows reasonable
procedures with respect thereto.
(xi) Prepare, file with the Internal Revenue Service, and
mail to shareholders such returns for reporting payment of dividends and
distributions as are required by applicable laws to be so filed and/or
mailed, and the Administrator shall withhold such sums as are required to be
withheld under applicable Federal income tax laws, rules and regulations.
(xii) Mail proxy statements, proxy cards and other materials
and shall receive, examine and tabulate returned proxies. The Administrator
shall make interim reports of the status of such tabulation to the Fund upon
request, and shall certify the final results of the tabulation.
(d) DIVIDEND DISBURSING. The Administrator shall act as Dividend
Disbursing Agent for the Fund, and, as such, shall prepare and mail checks or
credit income and capital gain payments to shareholders. The Fund shall advise
the Administrator of the declaration of any
<PAGE>
dividend or distribution and the record and payable date thereof at least
five (5) days prior to the record date. The Administrator shall, on or before
the payment date of any such dividend or distribution, notify the Fund's
custodian of the estimated amount required to pay any portion of said
dividend or distribution which is payable in cash, and on or before the
payment date of such distribution, the Fund shall instruct its custodian to
make available to the Administrator sufficient funds for the cash amount to
be paid out. If a shareholder is entitled to receive additional shares by
virtue of any such distribution or dividend, appropriate credits will be made
to his account and/or certificates delivered where requested. A shareholder
not electing issuance of certificates will receive a confirmation from the
Administrator indicating the number of shares credited to his account.
(e) MISCELLANEOUS. The Administrator will also:
(i) Provide office facilities (which may be in the offices of
the Administrator or a corporate affiliate of them, but shall be in such
location as the Fund shall reasonably approve) and the services of a principal
financial officer to be appointed by the Fund;
(ii) Furnish statistical and research data, clerical
services and stationery and office supplies;
(iii) Assist in the monitoring of regulatory and legislative
developments which may affect the Fund and, in response to such developments,
counsel and assist the Fund in routine regulatory examinations or
investigations of the Fund, and work with outside counsel to the Fund in
connection with regulatory matters or litigation.
(iv) In performing its duties: (A) will act in accordance
with the Fund's Articles, Bylaws, Prospectuses and the instructions and
directions of the Board and will conform to, and comply with, except as
otherwise provided herein, the requirements of the 1940 Act and all other
applicable federal or state laws and regulations; and (B) will consult with
outside legal counsel to the Fund, as necessary or appropriate.
(v) Preserve for the periods prescribed by Rule 31a-2 under
the 1940 Act the records required to be maintained by Rule 31a-1 under said
Act in connection with the services required to be performed hereunder. The
Administrator further agrees that all such records which it maintains for the
Fund are the property of the Fund and further agrees to surrender promptly to
the Fund any of such records upon the Fund's request.
(f) The Administrator may, at its expense and discretion, subcontract
with any entity or person concerning the provisions of the services contemplated
hereunder. The Administrator will provide prompt notice of such delegation and
provide copies of such subcontracts to the Fund.
4. FEES; EXPENSES; EXPENSE REIMBURSEMENT.
(a) For the services rendered for the Fund pursuant to this
Agreement, the Administrator shall be entitled to a fee based on the average net
assets of the Fund determined at the annual rate outlined in Attachment C of
this Agreement and applied to the average daily net
<PAGE>
assets of the Fund. Such fees are to be computed daily and paid monthly on
the first business day of the following month. Upon any termination of this
Agreement before the end of any month, the fee for such part of the month
shall be prorated according to the proportion which such period bears to the
full monthly period and shall be payable upon the date of termination of this
Agreement.
(b) For the purpose of determining fees payable to the Administrator,
the value of the Fund's net assets shall be computed as required by its
Prospectuses, generally accepted accounting principles and resolutions of the
Board.
(c) The Administrator will from time to time employ or associate with
such person or persons as may be fit to assist them in the performance of this
Agreement. Such person or persons may be officers and employees who are
employed by both the Administrator and the Fund. The compensation of such
person or persons for such employment shall be paid by the Administrator and no
obligation will be incurred by or on behalf of the Fund in such respect.
(d) The Administrator will bear all expenses in connection with the
performance of its services under this Agreement except as otherwise expressly
provided herein. Other expenses to be incurred in the operation of the Fund
will be borne by the Fund or other parties, including taxes, interest, brokerage
fees and commissions, if any, salaries and fees of officers and members of the
Board who are not officers, directors, shareholders or employees of the
Administrator, or the Fund's investment adviser or distributor, SEC fees and
state Blue Sky fees, EDGAR filing fees, processing services and related fees,
advisory and administration fees, charges and expenses of pricing and data
services, independent public accountants and custodians, insurance premiums
including fidelity bond premiums, outside legal expenses, costs of maintenance
of corporate existence, typesetting and printing of prospectuses for regulatory
purposes and for distribution to current shareholders of the Fund, printing and
production costs of shareholders' reports and corporate meetings, cost and
expenses of Fund stationery and forms; costs of special telephone and data lines
and devices; trade association dues and expenses; and any extraordinary expenses
and other customary Fund expenses; provided, however, that, except as provided
in any distribution plan adopted by the Fund, the Fund will not bear, directly
or indirectly, the cost of any activity which is primarily intended to result in
the distribution of shares of the Fund. In addition, the Administrator may
utilize one or more independent pricing services, approved from time to time by
the Board, to obtain securities prices in connection with determining the net
asset values of the Fund, and the Fund will reimburse the Administrator for its
share of the cost of such services based upon its actual use of the services for
the benefit of the Fund.
5. PROPRIETARY AND CONFIDENTIAL INFORMATION. The Administrator agrees on
behalf of itself and its employees to treat confidentially and as proprietary,
information of the Fund, all records and other information relative to the
Fund's prior, present or potential shareholders, and not to use such records and
information for any purpose other than performance of their responsibilities and
duties hereunder, except after prior notification to and approval in writing by
the Fund, which approval shall not be unreasonably withheld and may not be
withheld where the Administrator may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested
<PAGE>
by the Fund. Waivers of confidentiality are automatically effective without
further action by the Administrator with respect to Internal Revenue levies,
subpoenas and similar actions, or with respect to any request by the Fund.
6. DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY.
(a) In the performance of its duties hereunder, the Administrator
shall be obligated to exercise due care and diligence and to act in good faith
in performing the services provided for under this Agreement. In performing its
services hereunder, the Administrator shall be entitled to rely on any oral or
written instructions, notices or other communications from the Fund and its
custodians, officers and directors, investors, agents, legal counsel and other
service providers which communications the Administrator reasonably believes to
be genuine, valid and authorized.
(b) Subject to the foregoing, the Administrator shall not be liable
for any error of judgment or mistake of law or for any loss or expense suffered
by the Fund, in connection with the matters to which this Agreement relates,
except for a loss or expense resulting from willful misfeasance, bad faith or
gross negligence on the Administrator's part in the performance of its duties or
from reckless disregard by the Administrator of its obligations and duties under
this Agreement. Any person, even though also an officer, director, partner,
employee or agent of the Administrator, who may be or become an officer,
director, partner, employee or agent of the Fund, shall be deemed when rendering
services to the Fund or acting on any business of the Fund (other than services
or business in connection with the Administrator's duties hereunder) to be
rendering such services to or acting solely for the Fund and not as an officer,
director, partner, employee or agent or person under the control or direction of
the Administrator even though paid by the Administrator. In no event shall the
Administrator be liable to the Fund or any other party for special or
consequential loss or damage of any kind whatsoever (including but not limited
to lost profits) even if the Administrator has been advised of such loss or
damage and regardless of the form of action.
(c) The Administrator shall not be responsible for, and the Fund
shall indemnify and hold the Administrator harmless from and against, any and
all losses, damages, costs, reasonable attorneys' fees and expenses, payments,
expenses and liabilities, except for a loss or expense resulting from willful
misfeasance, bad faith or gross negligence on the Administrator's part in the
performance of its duties or from reckless disregard by the Administrator of its
obligations and duties under this Agreement, arising out of or attributable to:
(i) All actions of the Administrator or its officers,
employers or agents required to be taken pursuant to this Agreement;
(ii) The reliance on or use by the Administrator or its
officers, employers or agents of information, records, or documents which are
received by the Administrator or its officers, employers or agents and
furnished to it or them by or on behalf of the Fund, and which have been
prepared or maintained by the Fund or its officers, employees or agents;
<PAGE>
(iii) The Fund's refusal or failure to comply with the terms
of this Agreement or the Fund's lack of good faith, or its actions, or lack
thereof, involving gross negligence or willful misfeasance;
(iv) The taping or other form of recording of telephone
conversations or other forms of electronic communications with other agents of
the Fund, its investors and shareholders, or reliance by the Administrator on
telephone or other electronic instructions of any person acting on behalf of a
shareholder or shareholder account for which telephone or other electronic
services have been authorized; and
(v) The offer or sale of shares by the Fund in violation of
any requirement under the Federal securities laws or regulations or the
securities laws or regulations of any state, or in violation of any stop
order or other determination or ruling by any Federal agency or any state
agency with respect to the offer or sale of such shares in such state
resulting from activities, actions, or omissions by the Fund or its officers,
employees, or agents prior to the effective date of this Agreement.
(d) The Administrator shall indemnify and hold the Fund harmless from
and against any and all losses, damages, costs, charges, reasonable attorneys'
fees and expenses, payments, expenses and liability arising out of or
attributable to the Administrator's refusal or failure to comply with the terms
of this Agreement; the Administrator's breach of any representation or warranty
made by it herein; or the Administrator's lack of good faith, or acts involving
gross negligence, willful misfeasance or reckless disregard of its duties
hereunder.
7. TERM. The Administrator will start the provision of the services
contemplated by this Agreement on the date first hereinabove written or whenever
the current service provider ceases to provide its services and the operative
terms of the Agreement will be effective for a period of one (1) year from such
date, unless sooner terminated as provided herein. Thereafter, unless sooner
terminated as provided herein, this Agreement shall continue in effect from year
to year provided such continuance is specifically approved at least annually by
the Board. This Agreement is terminable, without penalty, by the Board or by
the Administrator, on not less than ninety (90) days' written notice. Except as
provided in Section 8 hereof, this Agreement shall automatically terminate upon
its assignment by the Administrator without the prior written consent of the
Fund. Upon termination of this Agreement, the Fund shall pay to the
Administrator such compensation and any reimbursable expenses as may be due
under the terms hereof as of the date of termination or the date that the
provision of services ceases, whichever is later.
8. NON-ASSIGNABILITY. This Agreement shall not be assigned by any of the
parties hereto without the prior consent in writing of the other party;
provided, however, that the Administrator may in its own discretion and without
limitation or prior consent of the Fund, whenever and on such terms and
conditions as it deems necessary or appropriate, enter into subcontracts,
agreements and understandings with non-affiliated third parties; provided, that
such subcontract, agreement or understanding shall not discharge the
Administrator from its obligations hereunder or delegation of duties to another
third party.
<PAGE>
9. FORCE MAJEURE. The Administrator shall not be responsible or liable
for any failure or delay in performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
control, including without limitation, acts of God, earthquakes, fires, floods,
wars, civil or military authority or governmental actions, nor shall any such
failure or delay give the Fund the right to terminate this Agreement, unless
such failure or delay shall result in the Fund's inability to comply with the
requirements of state and federal law.
10. USE OF NAME. The Fund and the Administrator agree not to use the
other's name nor the names of such other's affiliates, designees or assignees in
any prospectus, sales literature or other printed material written in a manner
not previously expressly approved in writing by the other or such other's
affiliates, designees or assignees except where required by the SEC or any state
agency responsible for securities regulation.
11. NOTICE. Any notice required or permitted hereunder shall be in
writing to the parties at the following address (or such other address as a
party may specify by notice to the other):
If to the Fund: UAM Funds, Inc.
c/o United Asset Management Corporation
One International Place, 44th Floor
Boston, MA 02110
Attn: William H. Park
Vice President
With a copy to: Stradley, Ronon, Stevens and Young
2600 One Commerce Square
Philadelphia, PA 19103-7098
Attn: Audrey C. Talley, Esq.
If to Administrator: UAM Fund Services, Inc.
211 Congress Street
Boston, MA 02110
Attn: Gary L. French, President
Notice shall be effective upon receipt if by mail, on the date of
personal delivery (by private messenger, courier service or otherwise) or upon
confirmed receipt of telex or facsimile, whichever occurs first.
12. WAIVER. The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
13. SEVERABILITY. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any
<PAGE>
person or circumstance, it shall nevertheless remain applicable to all other
persons and circumstances.
14. SUCCESSOR AND ASSIGNS. The covenants and conditions herein contained
shall, subject to the provisions as to assignment, apply to and bind the
successors and assigns of the parties hereto.
15. GOVERNING LAW. This Agreement shall be governed by Massachusetts law
including its choice of law provisions.
16. AMENDMENTS. This Agreement may be modified or amended from time to
time by mutual written agreement between the parties. No provision of this
Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date indicated above.
UAM FUNDS, INC.
By: /S/ NORTON H. REAMER
-------------------------
Name: Norton H. Reamer
Title: President
UAM FUND SERVICES, INC.
By: /S/ GARY FRENCH
-------------------------
Name: Gary French
Title: President
<PAGE>
ATTACHMENT A
FUND ADMINISTRATION SERVICES
COMPLIANCE
Prepare and update compliance manuals and procedures.
Assist in the training of portfolio managers, management and Fund accountants
concerning compliance manuals and procedures.
Monitor each Portfolio's compliance with investment restrictions (i.e. issuer or
industry diversification, etc.) listed in the current Prospectuses and Statement
of Additional Information. (Frequency - Daily)
Monitor each Portfolio's compliance with the requirements of the Internal
Revenue Code (the "Code") Section 851 for qualification as regulated investment
companies. (Frequency - Monthly)
Calculate and recommend dividend and capital gain distributions in accordance
with distribution policies detailed in the Prospectuses. (Frequency -
Determined by Prospectus)
Prepare year-end dividend and capital gain distributions to establish Fund's
status as RIC under Section 4982 of the Code regarding minimum distribution
requirements. File Federal Excise Tax Return (Form 8613). (Frequency -
Annually)
Mail quarterly requests for "Securities Transaction Reports" to the Fund's
Trustees/Directors and Officers and "access persons" under the terms of the
Fund's Code of Ethics and SEC regulations.
Monitor investment manager's compliance with Board directives such as "Approved
Issuers Listings for Repurchase Agreements" and provisions of Rule 2a-7 for
money market funds. (Frequency - Daily)
Review investments involving interests in any broker, dealer, underwriter or
investment adviser to ensure continued compliance with Section 12(d)(3) of the
1940 Act. (Frequency - Quarterly)
Monitor the Fund's brokerage allocation and prepare quarterly brokerage
allocation reports for Board meetings (consistent with reporting from the
current service provider).
<PAGE>
REPORTING
Prepare agreed upon management reports and Board materials such as unaudited
financial statements, distribution summaries and deviations of mark-to-market
valuation and the amortized cost for money market funds.
Report Fund performance to outside services as directed by Fund management.
Prepare and file Fund's Semi-Annual Reports on Form N-SAR with the SEC.
Prepare and file Portfolio Federal tax returns along with all state and local
tax returns and State Expense Limitation returns, where applicable.
Prepare and coordinate printing of Fund's Semi-Annual and Annual Reports to
shareholders.
File copies of every report to shareholders with the SEC under Rule 30b2-1.
Notify shareholders as to what portion, if any, of the distributions made by the
Fund during the prior fiscal year were exempt-interest dividends under Section
852(b)(5)(A) of the Code.
Provide Form 1099-MISC to persons other than corporations (i.e.,
Trustees/Directors) to whom the Fund paid more than $600 during the year.
ADMINISTRATION
Serve as officers of the Fund and attend Fund Board meetings.
Prepare Fund portfolio expense projections, establish accruals and review on a
periodic basis.
Expenses based on a percentage of Fund's average daily net assets (advisory and
administrative fees).
Expenses based on actual charges annualized and accrued daily (audit fees,
registration fees, directors' fees, etc.).
For new Portfolios, obtain Employer Identification Number and CUSIP number.
Estimate organization (offering) costs and monitor against actual disbursements.
Provide financial information for Fund proxies and Prospectuses (Expense Table).
Coordinate all communications and data collection with regards to any regulatory
examinations and yearly audit by independent accountants.
<PAGE>
Act as liaison to investment advisors concerning new products.
LEGAL AFFAIRS
Prepare and update documents, such as Articles of Incorporation/Declaration of
Trust, foreign corporation qualification filings, Bylaws and stock certificates.
Update and file post-effective amendments to the Fund's registration statement
on Form N-1A and prepare supplements as needed.
Prepare and file Rule 24f-2 Notice.
Prepare proxy materials and administer shareholder meetings.
Review contracts between the Fund and its service providers (must be sensitive
to conflict of interest situations).
Research technical issues and questions arising out of a Fund's special status
under the tax and securities laws and monitor legal trends, developments and
changes.
Apprise and train management and staff with respect to important legal issues.
Prepare and maintain all state registrations and exemptions of the Fund's
securities including annual renewals, registering new Portfolios, preparing and
filing sales reports, filing copies of the registration statement and final
prospectus and statement of additional information, and increasing registered
amounts of securities in individual states.
Review and monitor fidelity bond and errors and omissions insurance coverage and
make any related regulatory filings.
Prepare agenda and Board materials, including materials relating to contract
renewals, for all Board meetings.
Maintain minutes of Board and shareholder meetings.
Act as liaison with Fund's distributor and outside Fund counsel:
Coordinate and monitor the work of outside counsel.
Respond to questions from the investment advisors concerning legal
questions relating to investments.
<PAGE>
ATTACHMENT B
DOMESTIC FUND ACCOUNTING DAILY REPORTS
A) General Ledger Reports
1. Trial Balance Report
2. General Ledger Activity Report
B) Portfolio Reports
1. Portfolio Report
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
5. Amortization/Accretion Report
6. Maturity Projection Report
C) Pricing Reports
1. Pricing Report
2. Pricing Report by Market Value
3. Pricing Variance by % Change
4. NAV Report
5. NAV Proof Report
6. Money Market Pricing Report
D) Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Report
2. Accounts Payable for Investments Report
3. Interest Accrual Report
4. Dividend Accrual Report
E) Other
1. Dividend Computation Report
2. Cash Availability Report
3. Settlement Journal
B-1
<PAGE>
INTERNATIONAL FUND ACCOUNTING DAILY REPORTS
A) General Ledger
1. Trial Balance Report
2. General Ledger Activity Report
B) Portfolio Reports
1. Portfolio Report by Sector
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
C) Currency Reports
1. Currency Purchase/Sales Journal
2. Currency Valuation Report
D) Pricing Reports
1. Pricing Report by Country
2. Pricing Report by Market Value
3. Price Variance by % Change
4. NAV Report
5. NAV Proof Report
E) Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Sold/Matured
2. Accounts Payable for Investments Purchased
3. Accounts Receivable for Forward Exchange Contracts
4. Accounts Payable for Forward Exchange Contracts
5. Interest Receivable Valuation
6. Interest Recoverable Withholding Tax
7. Dividends Receivable Valuation
8. Dividends Recoverable Withholding Tax
F) Other
1. Exchange Rate Report
B-2
<PAGE>
MONTHLY FUND ACCOUNTING REPORTS
A) Standard Reports
1. Cost Proof Report
2. Transaction History Report
3. Realized Gain/Loss Report
4. Interest Record Report
5. Dividend Record Report
6. Broker Commission Totals
7. Broker Principal Trades
8. Shareholder Activity Report
9. Fund Performance Report
10. SEC Yield Calculation Work Sheet
B) International Reports
1. Forward Contract Transaction History Report
2. Currency Gain/Loss Report
B-3
<PAGE>
ATTACHMENT C
FEE SCHEDULE TO THE FUND ADMINISTRATION AGREEMENT
I. BASE FEE SCHEDULE
Fees for the services under the Fund Administration Agreement:
19 Basis Points on the 1st $200 million of total net assets of the Fund
11 Basis Points on the next $800 million of total net assets
7 Basis Points on total net assets over $1 billion up to $3 billion
5 Basis Points on total net assets over $3 billion
II. FUND-SPECIFIC FEE SCHEDULE
All portfolios will be billed a fee ranging from 2 to 6 Basis Points, in
addition to the Base fee in I. Above, in accordance with the attached
Exhibit 1.
III. MINIMUM FEE SCHEDULE
All Portfolios will be billed per the above Fund-Specific Fee Schedule plus
an amount equal to the fees calculated under the Base Fee schedule or a
minimum fee per the following schedule, whichever is greater:
MONTHLY RATE+
1st 6 mos. $ 1,250
2nd 6 mos. $ 2,500
3rd 6 mos. $ 3,750
4th 6 mos. $ 5,000
Thereafter $ 5,833
+ Except as otherwise indicated, all time periods are determined from the
date of a Portfolio's initial funding.
If a separate class of shares is added to an existing Portfolio, the
minimum ANNUAL fee would increase by $20,000. However, there would be no
extra charge for an additional class of shares where a Portfolio's fee
already exceeded the minimum applicable fee by $20,000.
These fees do not include out-of-pocket expenses, which under this
Agreement will be billed separately.
C-1
<PAGE>
EXHIBIT 9B
MUTUAL FUNDS SERVICE AGREEMENT
- FUND ADMINISTRATION SERVICES
- FUND ACCOUNTING SERVICES
- TRANSFER AGENCY SERVICES
UAM FUNDS, INC.
APRIL 15, 1996
<PAGE>
MUTUAL FUNDS SERVICE AGREEMENT
TABLE OF CONTENTS
-----------------
SECTION/PARAGRAPH PAGE
- ----------------- ----
1. Appointment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Representations and Warranties . . . . . . . . . . . . . . . . . . . 2
3. Delivery of Documents. . . . . . . . . . . . . . . . . . . . . . . . 4
4. Services Provided. . . . . . . . . . . . . . . . . . . . . . . . . . 5
5. Fees; Expenses; Expense Reimbursement. . . . . . . . . . . . . . . . 6
6 Proprietary and Confidential Information . . . . . . . . . . . . . . 8
7. Duties, Responsibilities and Limitation of Liability . . . . . . . . 9
8. Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
9. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
10. Assignability. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
11. Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
12. Force Majeure. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
13. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
14. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
15. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
<PAGE>
MUTUAL FUNDS SERVICE AGREEMENT
TABLE OF CONTENTS (CONTINUED)
-----------------------------
SECTION/PARAGRAPH PAGE
- ----------------- ----
Schedule A -- Fees and Expenses. . . . . . . . . . . . . . . . . . . . A-1
Schedule B -- Fund Administration Services Description . . . . . . . . B-1
Schedule C -- Fund Accounting Services Description . . . . . . . . . . C-1
Schedule D -- Transfer Agency Services Description . . . . . . . . . . D-1
<PAGE>
MUTUAL FUNDS SERVICE AGREEMENT
AGREEMENT made as of April 15, 1996 by and between UAM FUND SERVICES,
INC. ("UAMFSI"), a Delaware corporation, and CHASE GLOBAL FUNDS SERVICES COMPANY
("Chase"), a Delaware corporation.
W I T N E S S E T H:
WHEREAS, UAM Funds, Inc. (the "Fund") is registered as an open-end
management, investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), and currently offers for sale to investors its
shares in several investment portfolios ("Portfolios") and classes of such
Portfolios ("Classes");
WHEREAS, UAMFSI is responsible for the
provision of certain fund administration, fund accounting and transfer agent
services with respect to the Fund pursuant to the Agreement between UAMFSI
and the Fund dated April 15, 1996 (the "Administration Agreement"); and
WHEREAS, UAMFSI wishes to retain Chase to provide certain fund
administration, fund accounting and transfer agent services with respect to
the Fund, and Chase is willing to furnish such services;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. UAMFSI hereby appoints Chase to provide certain fund
administration, fund accounting and transfer agent services for the Fund,
subject to the supervision of UAMFSI and the Board of Directors of the Fund (the
"Board"), for the period and on the terms set forth in this Agreement. Chase
accepts such appointment and agrees to furnish the services herein set forth in
return for the compensation as provided in Paragraph 5, of and Schedule A, to
this Agreement.
1
<PAGE>
2. REPRESENTATIONS AND WARRANTIES.
(a) Chase represents and warrants to UAMFSI that:
(i) Chase is a corporation existing under the laws of the State
of Delaware;
(ii) Chase is duly qualified to carry on its business in the
Commonwealth of Massachusetts;
(iii) Chase is empowered under applicable laws and by its
Certificate of Incorporation and By-Laws to enter into and perform this
Agreement;
(iv) all requisite corporate proceedings have been taken to
authorize Chase to enter into and perform this Agreement;
(v) Chase has, and will continue to have, access to the
facilities, personnel and equipment required to fully perform its duties and
obligations hereunder;
(vi) Chase is registered as a transfer agent pursuant to
Section 17A of the Securities Exchange Act of 1934;
(vii) no legal or administrative proceedings have been instituted
or threatened which would impair Chase's ability to perform its duties and
obligations under this Agreement; and
(viii) Chase's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of Chase or any law or regulation applicable to Chase;
(b) UAMFSI represents and warrants to Chase that:
(i) UAMFSI is a corporation existing under the laws of the
State of Delaware;
(ii) UAMFSI is duly qualified to carry on its business in the
Commonwealth of Massachusetts;
(iii) UAMFSI is empowered under applicable laws and by its
Certificate of Incorporation and By-Laws to enter into and perform this
Agreement;
2
<PAGE>
(iv) all requisite corporate proceedings have been taken to
authorize UAMFSI to enter into and perform this Agreement;
(v) UAMFSI has, and will continue to have, access to the
facilities, personnel and equipment required to fully perform its duties and
obligations hereunder;
(vi) no legal or administrative proceedings have been
instituted or threatened which would impair UAMFSI's ability to perform its
duties and obligations under this Agreement; and
(vii) UAMFSI's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of UAMFSI or any law or regulation applicable to UAMFSI;
(c) UAMFSI represents and warrants to Chase with respect to the Fund
that:
(i) the Fund is a Maryland corporation, duly organized and
existing and in good standing under the laws of the State of Maryland;
(ii) the Fund is an investment company properly registered under
the 1940 Act;
(iii) a registration statement for the Fund under the
Securities Act of 1933, as amended ("1933 Act") and the 1940 Act on Form N-1A
has been filed and will be effective and will remain effective during the term
of this Agreement, and all necessary filings under the laws of the states will
have been made and will be current during the term of this Agreement; and
(iv) that outside counsel to the Fund has represented that the
Fund's registration statements comply in all material respects with the
Securities Act of 1933 ("1933 Act") and the 1940 Act (including the rules and
regulations thereunder) and none of the Fund's prospectuses contain any untrue
statement of material fact or omit to state a material fact necessary to make
the statements therein not misleading.
3
<PAGE>
3. DELIVERY OF DOCUMENTS. UAMFSI will promptly furnish to Chase such
copies, properly certified or authenticated, of contracts, documents and other
related information that Chase may reasonably request or require to properly
discharge its duties. Such documents may include but are not limited to the
following:
(a) Resolutions of the Fund's Board authorizing the appointment of
UAMFSI to provide certain fund administration, fund accounting and transfer
agency services to the Fund and approving this Agreement;
(b) UAMFSI's and the Fund's Articles of Incorporation;
(c) UAMFSI's and the Fund's By-Laws;
(d) Authorization by the Fund contained in the Administration
Agreement allowing UAMFSI to make representations to Chase on its behalf;
(e) The Fund's Notification of Registration on Form N-8A under the
1940 Act, as filed with the Securities and Exchange Commission ("SEC");
(f) The Fund's registration statement including exhibits, as amended,
on Form N-1A (the "Registration Statement") under the 1933 Act and the 1940 Act,
as filed with the SEC;
(g) Copies of the Investment Advisory Agreements between the Fund and
its investment advisers (the "Advisory Agreements");
(h) Opinions of counsel and auditors' reports;
(i) The Fund's Prospectus(es) and Statement(s) of Additional
Information relating to all Portfolios and all amendments and supplements
thereto (such Prospectus(es) and Statement(s) of Additional Information and
supplements thereto, as presently in effect and as from time to time hereafter
amended and supplemented, herein called the "Prospectuses"); and
(j) Such other agreements as the Fund may enter into from time to time
which may be relevant to the performance of Chase's duties and obligations under
the terms of this Agreement, including securities lending agreements, futures
and commodities account agreements, brokerage agreements, and options
agreements.
4
<PAGE>
4. SERVICES PROVIDED
(a) Chase will provide the following services subject to the control,
direction and supervision of UAMFSI and the Fund's Board and in compliance with
the objectives, policies and limitations set forth in the Fund's Registration
Statement, Articles of Incorporation and By-Laws; applicable laws and
regulations; and all resolutions and policies implemented by the Board:
(i) Fund Administration
(ii) Fund Accounting
(iii) Transfer Agency
A description of each of the above services is contained in Schedules B, C, and
D respectively, to this Agreement.
(b) Chase will also:
(i) provide office facilities with respect to the provision of
the services contemplated herein (which may be in the offices of Chase or a
corporate affiliate of Chase );
(ii) provide the services of individuals to serve as officers of
the Fund who will be designated by Chase with the approval of UAMFSI, and
elected by the Board;
(iii) provide or otherwise obtain personnel sufficient for
provision of the services contemplated herein;
(iv) furnish equipment and other materials, which Chase believes
are necessary or desirable for provision of the services contemplated herein;
and
(v) keep records relating to the services provided hereunder in
such form and manner as set forth in Schedules B, C and D in accordance with the
1940 Act. To the extent required by Section 31 of the 1940 Act and the rules
thereunder, Chase agrees that all such records prepared or maintained by Chase
relating to the services provided hereunder are the property of UAMFSI and the
Fund and will be preserved for the periods prescribed under Rule 31a-2 under the
1940 Act,
5
<PAGE>
maintained at UAMFSI's and/or the Fund's expense, and made available in
accordance with such Section and rules. Chase further agrees to surrender
promptly to UAMFSI or the Fund upon its request and cease to retain in its
records and files those records and documents created and maintained by Chase
pursuant to this Agreement, unless otherwise required by law.
5. FEES; EXPENSES; EXPENSE REIMBURSEMENT.
(a) As compensation for the services rendered to the Fund and UAMFSI
pursuant to this Agreement, UAMFSI shall pay Chase monthly fees determined as
set forth in Schedule A to this Agreement. Such fees are to be billed monthly
and shall be due and payable upon receipt of the invoice. Upon any termination
of this Agreement before the end of any month, the fee for the part of the month
before such termination shall be prorated according to the proportion which such
part bears to the full monthly period and shall be payable upon the date of
termination of this Agreement.
(b) For the purpose of determining fees calculated as a function of
the Fund's assets, the value of the Fund's assets and net assets shall be
computed as required by its currently effective Prospectus, generally accepted
accounting principles, and resolutions of the Fund's Board.
(c) Chase may, in its sole discretion, from time to time employ or
associate with such person or persons as may be appropriate to assist Chase in
the performance of this Agreement. Such person or persons may be officers and
employees who are employed or designated as officers by both Chase and the Fund.
The compensation of such person or persons for such employment shall be paid by
Chase and no obligation will be incurred by or on behalf of the Fund or UAMFSI
in such respect.
(d) UAMFSI may request additional services, additional processing, or
special reports on behalf of the Fund or itself. UAMFSI shall submit such
requests in writing together with such specifications and requirements
documentation as may be
6
<PAGE>
reasonably required by Chase. If Chase elects to provide such services or
arrange for their provision, it shall be entitled to reasonable additional fees
and expenses at its customary rates and charges, or such other fees, if any,
mutually agreed to by Chase and UAM FSI.
(e) Chase will bear all of its own expenses in connection with the
performance of the services under this Agreement except as otherwise expressly
provided herein. UAMFSI agrees to promptly reimburse Chase for any equipment
and supplies specially ordered by or for UAMFSI or the Fund through Chase and
for any other expenses not contemplated by this Agreement that Chase may incur
on the Fund's and/or UAMFSI's behalf at the Fund's and/or UAMFSI's request or as
consented to by the Fund and/or UAMFSI, provided that Chase will notify the Fund
and/or UAMFSI of the approximate amount of such expenses prior to incurring
them. Such other expenses to be incurred in the operation of the Fund and to be
borne by the Fund and/or UAMFSI, include, but are not limited to: taxes;
interest; brokerage fees and commissions; salaries and fees of officers and
directors who are not officers, directors, shareholders or employees of Chase,
or the Fund's investment advisers or distributor; SEC and state Blue Sky
registration and qualification fees, levies, fines and other charges; EDGAR
filing fees, processing services and related fees; advisory and administration
fees; charges and expenses of pricing and data services, independent public
accountants and custodians; insurance premiums including fidelity bond premiums;
auditing and legal expenses; costs of maintenance of corporate existence;
expenses of typesetting and printing of prospectuses for regulatory purposes and
for distribution to current shareholders of the Fund (the Fund's distributor to
bear the expense of all other printing, production, and distribution of
prospectuses, statements of additional information, and marketing materials);
expenses of printing and production costs of shareholders' reports and proxy
statements and materials; costs and expenses of Fund stationery and forms; costs
and expenses of special telephone and data lines and devices; costs associated
with corporate, shareholder, and Board meetings; trade association dues and
expenses; and any extraordinary expenses and other customary
7
<PAGE>
Fund expenses. In addition, Chase may utilize one or more independent pricing
services, approved from time to time by the Fund's Board, to obtain securities
prices and to act as backup to the primary pricing services, in connection with
determining the net asset values of the Fund, and UAMFSI and/or the Fund will
reimburse Chase for the Fund's share of the cost of such services based upon the
actual usage, or a pro-rata estimate of the use, of the services for the benefit
of the Fund.
(f) All fees, out-of-pocket expenses, or additional charges of Chase
shall be billed on a monthly basis and shall be due and payable upon receipt of
the invoice.
Chase will render, after the close of each month in which services have
been furnished, a statement reflecting all of the charges for such month.
Charges remaining unpaid after thirty (30) days of receipt shall bear interest
in finance charges equivalent to, in the aggregate, the Prime Rate (as
determined by Chase) plus two percent per year and all costs and expenses of
effecting collection of any such sums, including reasonable attorney's fees,
shall be paid by UAMFSI to Chase.
In the event that UAMFSI is more than sixty (60) days delinquent in its
payments of monthly billings in connection with this Agreement (with the
exception of specific amounts which may be contested in good faith by UAMFSI),
this Agreement may be terminated upon thirty (30) days' written notice to UAMFSI
by Chase. UAMFSI must notify Chase in writing of any contested amounts within
thirty (30) days of receipt of a billing for such amounts. Disputed amounts are
not due and payable while they are being disputed. The fees set forth in
Schedule A may be changed from time to time upon agreement of the parties.
6. PROPRIETARY AND CONFIDENTIAL INFORMATION. Chase agrees on behalf of
itself and its employees to treat confidentially and as proprietary information
of the Fund, all records and other information relative to the Fund's prior,
present or potential shareholders, and to not use such records and information
for any purpose other than performance of Chase's responsibilities and duties
hereunder. Chase may seek a waiver of such confidentiality provisions by
furnishing reasonable prior notice
8
<PAGE>
to the Fund and UAMFSI and obtaining approval in writing from the Fund and
UAMFSI, which approval shall not be unreasonably withheld and may not be
withheld where Chase may be exposed to civil or criminal contempt proceedings
for failure to comply, when requested to divulge such information by duly
constituted authorities. Waivers of confidentiality are automatically effective
without further action by Chase with respect to Internal Revenue Service levies,
subpoenas and similar actions, or with respect to any request by the Fund or
UAMFSI.
7. DUTIES, RESPONSIBILITIES, AND LIMITATION OF LIABILITY.
(a) In the performance of its duties hereunder, Chase shall be
obligated to act in good faith in performing the services provided for under
this Agreement. In performing its services hereunder, UAMFSI represents and
warrants that Chase shall be entitled to rely on any oral or written
instructions, notices or other communications, including electronic
transmissions, from UAMFSI and the Fund and its custodians, officers and
directors, investors, agents, legal counsel and other service providers which
Chase reasonably believes to be genuine, valid and authorized, and that Chase
shall also be entitled to consult with and rely on the advice and opinions of
outside legal counsel retained by UAMFSI and/or the Fund, as necessary or
appropriate.
(b) Chase shall not be liable for any error of judgment or mistake of
law or for any loss or expense suffered by the Fund or UAMFSI, in connection
with the matters to which this Agreement relates, except for a loss or expense
solely caused by or resulting from willful misfeasance, bad faith or gross
negligence on Chase's part in the performance of its duties or from reckless
disregard by Chase of its obligations and duties under this Agreement. Any
person, even though also an officer, director, partner, employee or agent of
Chase, who may be or become an officer, director, partner, employee or agent of
the Fund, shall be deemed when rendering services to the Fund or acting on any
business of the Fund (other than services or business in connection with Chase's
duties hereunder) to be rendering such services to or acting solely for the Fund
and not as an officer, director, partner, employee or agent or person under the
control or direction of Chase even though paid by Chase. In no event shall
9
<PAGE>
Chase be liable to the Fund, UAMFSI or any other party for special, indirect or
consequential loss or damage of any kind whatsoever (including but not limited
to lost profits), even if Chase has been advised of the likelihood of such loss
or damage and regardless of the form of action.
(c) Subject to Paragraph 7 (b) above, Chase shall not be responsible
for, and UAMFSI shall indemnify and hold Chase harmless from and against, any
and all losses, damages, costs, reasonable attorneys' fees and expenses,
payments, expenses and liabilities arising out of or attributable to:
(i) all actions of Chase or its officers or agents required to
be taken pursuant to this Agreement;
(ii) the reliance on or use by Chase or its officers or agents
of information, records, or documents which are received by Chase or its
officers or agents and furnished to it or them by or on behalf of UAMFSI and/or
the Fund, and which have been prepared or maintained by UAMFSI and/or the Fund
or any third party on behalf of UAMFSI and/or the Fund;
(iii) UAMFSI's refusal or failure to comply with the terms of
this Agreement or UAMFSI's lack of good faith, or its actions, or lack thereof,
involving negligence or willful misfeasance;
(iv) the breach of any representation or warranty of UAMFSI
hereunder;
(v) the taping or other form of recording of telephone
conversations or other forms of electronic communications with investors and
shareholders, or reliance by Chase on telephone or other electronic instructions
of any person acting on behalf of a shareholder or shareholder account for which
telephone or other electronic services have been authorized;
(vi) the reliance on or the carrying out by Chase or its
officers or agents of any proper instructions reasonably believed to be duly
authorized, or requests of the Fund or UAMFSI, or recognition by Chase of any
share certificates
10
<PAGE>
which are reasonably believed to bear the proper signatures of the officers of
the Fund and the proper countersignature of any transfer agent or registrar of
the Fund;
(vii) any delays, inaccuracies, errors in or omissions from
data provided to Chase by data and pricing services;
(viii) the offer or sale of shares by the Fund in violation of
any requirement under the Federal securities laws or regulations or the
securities laws or regulations of any state, or in violation of any stop order
or other determination or ruling by any Federal agency or any state agency with
respect to the offer or sale of such shares in such state (1) resulting from
activities, actions, or omissions by the Fund or its other service providers and
agents, or (2) existing or arising out of activities, actions or omissions by or
on behalf of the Fund prior to the effective date of this Agreement;
(ix) any failure of the Fund's registration statement to comply
with the 1933 Act and the 1940 Act (including the rules and regulations
thereunder) and any other applicable laws, or any untrue statement of a material
fact or omission of a material fact necessary to make any statement therein not
misleading in a Fund's prospectus; and
(x) the actions taken by UAMFSI, its investment advisers, and
its distributor in compliance with applicable securities, tax, commodities and
other laws, rules and regulations, or the failure to so comply.
8. TERM. This Agreement shall become effective on the date first
hereinabove written and shall continue for an initial term of one year, unless
sooner terminated, as provided herein. Thereafter, unless so terminated, this
Agreement shall continue in effect from year to year provided such continuance
is specificially approved by UAMFSI. This Agreement may be modified or amended
from time to time by mutual agreement between the parties hereto. This Agreement
may be terminated by either party on 90 days' prior written notice; subject to
renegotiation after the initial term. Upon termination of this Agreement, UAMFSI
shall pay to Chase such
11
<PAGE>
compensation and any out-of-pocket or other reimbursable expenses which may
become due or payable under the terms hereof as of the date of termination or
after the date that the provision of services ceases, whichever is later.
9. NOTICES. Any notice required or permitted hereunder shall be in
writing to the parties at the following address (or such other address as a
party may specify by notice to the other):
If to UAMFSI:
UAM Fund Services, Inc.
211 Congress Street, 4th Floor
Boston, MA 02110
Attention: Gary L. French, President
Fax: (617) 542-7440
If to Chase:
Chase Global Funds Services Company
73 Tremont Street
Boston, MA 02108
Attention: Karl O. Hartmann, General Counsel
Fax: (617) 557-8616
Notice shall be effective upon receipt if by mail, on the date of personal
delivery (by private messenger, courier service or otherwise) or upon confirmed
receipt of telex or facsimile, whichever occurs first.
10. ASSIGNABILITY. This Agreement shall not be assigned by either of the
parties hereto without the prior consent in writing of the other party;
provided, however, that Chase may in its own discretion and without limitation
or prior consent of the Fund or UAMFSI, whenever and on such terms and
conditions as Chase deems necessary or appropriate, subcontract, delegate or
assign its rights, duties, obligations and liabilities to subsidiaries or
affiliates of Chase; provided, further, that any such subcontract, agreement or
understanding shall not discharge Chase or its affiliates or subsidiaries, as
the case may be, from its obligations hereunder. Similarly, Chase or its
affiliated subcontractor, designee, or assignee may at its discretion, without
notice to the Fund or UAMFSI, enter into such subcontracts, agreements and
understandings,
12
<PAGE>
whenever and on such terms and conditions as Chase or they deem necessary or
appropriate to perform services hereunder, with non-affiliated third parties;
provided, that such subcontract, agreement or understanding shall not discharge
Chase, or its subcontractor, designee, or assignee, as the case may be, from
Chase's obligations hereunder. Chase or its affiliated subcontractor, designee,
or assignee shall, however, be discharged from Chase's obligations hereunder, if
UAMFSI, the Fund or its sponsor, investment advisers or distributor require
Chase or its affiliated subcontractor, designee, or assignee to enter into any
subcontract, agreement or understanding to perform services hereunder with any
non-affiliated third party; and UAMFSI shall indemnify and hold harmless Chase
and its affiliated subcontractor, designee, or assignee from and against, any
and all losses, damages, costs, reasonable attorneys' fees and expenses,
payments, expenses and liabilities arising out of or attributable to such
subcontract, agreement or understanding.
11. WAIVER. The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
12. FORCE MAJEURE. Chase shall not be responsible or liable for any
failure or delay in performance of its obligations under this Agreement arising
out of or caused, directly or indirectly, by circumstances beyond its control,
including without limitation, acts of God, earthquakes, fires, floods, wars,
acts of civil or military authorities, or governmental actions, nor shall any
such failure or delay give the Fund the right to terminate this Agreement.
13. AMENDMENTS. This Agreement may be modified or amended from time to
time by mutual written agreement between the parties. No provision of this
Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought.
13
<PAGE>
14. SEVERABILITY. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all other persons and circumstances.
15. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE SUBSTANTIVE
LAWS OF THE STATE OF NEW YORK, INCLUDING THE DETERMINATION OF WHEN AN
"ASSIGNMENT" HAS OCCURRED.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
UAM FUND SERVICES, INC.
Attest: /s/ Karen C. Scrima By: /s/ Gary French
-------------------- -----------------
Name: Karen C. Scrima Name: Gary French
-------------------- -----------------
Title: President
----------------
CHASE GLOBAL FUNDS
SERVICES COMPANY
Attest: /s/ Karl O. Hartmann By: /s/ Donald P. Hearn
-------------------- -------------------
Name: Karl O. Hartmann Name: Donald P. Hearn
---------------------- -----------------
Title: Chairman & CEO
----------------
14
<PAGE>
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE A
FEES AND EXPENSES
FEES FOR FUND ACCOUNTING, FUND ADMINISTRATION, AND TRANSFER AGENCY SERVICES FOR
UAM FUNDS, INC., UAM FUNDS TRUST AND AEW COMMERCIAL MORTGAGE SECURITIES FUND,
INC. (THE "FUNDS")
- - 19 Basis Points on the first $200 million of total net assets of the Funds,
- - 11 Basis Points on the next $800 million of total net assets of the Funds,
- - 7 Basis Points on the next $2 billion of total net assets of the Funds,
- - 5 Basis Points on total net assets of the Funds in excess of $3 billion.
A MINIMUM ANNUAL FEE OF $70,000 PER PORTFOLIO WILL APPLY AND SHALL BE PHASED IN
ACCORDING TO THE FOLLOWING SCHEDULE:
- $2,000 per month per Portfolio for the first six months of service,
- $3,500 per month per Portfolio for the second six months of service,
- $5,000 per month per Portfolio for the third six months of service,
- $5,833 per month per Portfolio thereafter.
ALL PORTFOLIOS WILL HAVE AN ADDITIONAL MINIMUM ANNUAL CHARGE OF $20,000 PER
PORTFOLIO CLASS OF SHARES. HOWEVER, THERE WILL BE NO EXTRA CHARGE FOR AN
ADDITIONAL CLASS OF SHARES WHERE THE PORTFOLIO'S FEES ALREADY EXCEED THE
MINIMUM APPLICABLE FEE BY $20,000.
THESE FEES DO NOT INCLUDE OUT-OF-POCKET EXPENSES, WHICH UNDER THE TERMS OF
THIS AGREEMENT WILL BE BILLED MONTHLY AND DUE UPON BILLING.
A-1
<PAGE>
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE B
GENERAL DESCRIPTION OF FUND ADMINISTRATION SERVICES
I. FINANCIAL AND TAX REPORTING
A. Prepare agreed upon management reports and Board of Directors materials
such as unaudited financial statements and distribution summaries.
B. Report Fund performance to outside services as directed by Fund
management or UAMFSI.
C. Calculate dividend and capital gain distributions in accordance with
distribution policies detailed in the Fund's prospectus(es). Assist
UAMFSI in making final determinations of distribution amounts.
D. Estimate and recommend year-end dividend and capital gain distributions
necessary to establish the Portfolio's status as a regulated investment
company ("RIC") under Section 4982 of the Internal Revenue Code of 1986,
as amended (the "Code") regarding minimum distribution requirements.
E. Working with the Fund's public accountants or other professionals,
prepare and file Fund's Federal tax return on Form 1120-RIC along with
all state and local tax returns where applicable. Prepare and file
Federal Excise Tax Return (Form 8613).
F. Prepare and file Fund's Form N-SAR with the SEC.
G. Prepare and coordinate printing of Fund's Semiannual and Annual Reports
to Shareholders.
H. Notify shareholders as to what portion, if any, of the distributions made
by the Fund's during the prior fiscal year were exempt-interest dividends
under Section 852 (b)(5)(A) of the Code.
I. Provide Form 1099-MISC to persons other than corporations (i.e.,
Directors to whom the Fund paid more than $600 during the year).
B-1
<PAGE>
J. Prepare and file California State Expense Limitation Report, if
applicable.
K. Provide financial information for Fund proxies and prospectuses (Expense
Table).
II. PORTFOLIO COMPLIANCE
A. Assist with monitoring each Portfolio's compliance with investment
restrictions (e.g., issuer or industry diversification, etc.) listed in
the current prospectus(es) and Statement(s) of Additional Information,
although primary responsibility for such compliance shall remain with the
Fund's investment adviser or investment manager.
B. Assist with monitoring each Portfolio's compliance with the requirements
of Section 851 of the Code for qualification as a RIC (i.e., 90% Income,
30% Income - Short Three, Diversification Tests) although primary
responsibility for such compliance shall remain with the Fund's
investment adviser or investment manager.
.
C. Assist with monitoring investment manager's compliance with Board
directives such as "Approved Issuers Listings for Repurchase Agreements",
Rule 17a-7, and Rule 12d-3 procedures, although primary responsibility
for such compliance shall remain with the Fund's investment adviser or
investment manager.
D. Mail quarterly requests for "Securities Transaction Reports" to the
Fund's Directors and Officers and "access persons" under the terms of the
Fund's Code of Ethics and SEC regulations.
E. Prepare and update compliance manuals and procedures.
III. REGULATORY AFFAIRS AND CORPORATE GOVERNANCE
A. Prepare and file post-effective amendments to the Fund's registration
statement on Form N-1A and supplements as needed.
B. Prepare and file proxy materials and administer shareholder meetings.
C. Prepare and file all state registrations of the Fund's securities
including annual renewals, registering new Portfolios, preparing and
filing sales reports, filing copies of the registration statement and
final prospectus and statement of additional information, and increasing
registered amounts of securities in individual states.
B-2
<PAGE>
D. Prepare Board materials for all Board meetings.
E. Assist with the review and monitoring of fidelity bond and errors and
omissions insurance coverage and make any related regulatory filings.
F. Prepare and update documents such as charter document, by-laws, foreign
qualification filings.
G. Prepare and file Rule 24f-2 Notice.
H. Assist in identifying and monitoring pertinent regulatory and legislative
developments which may affect the Fund and, in response to the results of
such monitoring, coordinate and provide support to UAMFSI, the Fund and
the Fund's investment adviser with respect to those developments and
results, including support with respect to routine regulatory
examinations or investigations of the Fund, and with respect to such
matters, to work in conjunction with outside counsel, auditors and other
professional organizations engaged by the Fund.
I. File copies of financial reports to shareholders with the SEC under Rule
30b2-1.
J. Liaison with the Fund's Distributor and outside counsel.
IV. GENERAL ADMINISTRATION
A. Furnish officers of the Fund, subject to reasonable UAMFSI and Board
approval.
B. Prepare Fund or Portfolio expense projections, establish accruals and
review on a periodic basis, including expenses based on a percentage of
Fund's average daily net assets (advisory and administrative fees) and
expenses based on actual charges annualized and accrued daily (audit
fees, registration fees, directors' fees, etc.).
C. For new Portfolios, obtain Employer or Taxpayer Identification Number and
CUSIP numbers. Estimate organizational costs and expenses and monitor
against actual disbursements.
D. Coordinate all communications and data collection with regard to any
regulatory examinations and yearly audits by independent accountants.
B-3
<PAGE>
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE C
GENERAL DESCRIPTION OF FUND ACCOUNTING SERVICES
I. GENERAL DESCRIPTION
Chase shall provide the following accounting services to the Fund:
A. Maintenance of the books and records and accounting controls for the
Fund's assets, including records of all securities transactions;
B. Calculation of each Portfolio's Net Asset Value in accordance with the
prospectus and once the Portfolio meets eligibility requirements,
transmission to NASDAQ and to such other entities as directed by the
Fund and/or UAMFSI;
C. Accounting for dividends and interest received and distributions made by
the Fund;
D. Production of transaction data, financial reports and such other
periodic and special reports as UAMFSI and/or the Board may reasonably
request;
E. Liaison with the Fund's independent auditors; and
F. A listing of reports that will be available to UAMFSI and the Fund is
included below.
II. DOMESTIC FUND ACCOUNTING DAILY REPORTS
A. General Ledger Reports
1. Trial Balance Report
2. General Ledger Activity Report
C-1
<PAGE>
B. Portfolio Reports
1. Portfolio Report
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
5. Amortization/Accretion Report
6. Maturity Projection Report
C. Pricing Reports
1. Pricing Report
2. Pricing Report by Market Value
3. Pricing Variance by % Change
4. NAV Report
5. NAV Proof Report
6. Money Market Pricing Report
D. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Report
2. Accounts Payable for Investments Report
3. Interest Accrual Report
4. Dividend Accrual Report
E. Other Reports
1. Dividend Computation Report
2. Cash Availability Report
3. Settlement Journal
III. INTERNATIONAL FUND ACCOUNTING DAILY REPORTS
A. General Ledger
1. Trial Balance Report
2. General Ledger Activity Report
B. Portfolio Reports
1. Portfolio Report by Sector
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
C. Currency Reports
1. Currency Purchase /Sales Journal
2. Currency Valuation Report
C-2
<PAGE>
D. Pricing Reports
1. Pricing Report by Country
2. Pricing Report by Market Value
3. Price Variance by % Change
4. NAV Report
5. NAV Proof Report
E. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Sold/Matured
2. Accounts Payable for Investments Purchased
3. Accounts Receivable for Forward Exchange Contracts
4. Accounts Payable for Forward Exchange Contracts
5. Interest Receivable Valuation
6. Interest Recoverable Withholding Tax
7. Dividends Receivable Valuation
8. Dividends Recoverable Withholding Tax
F. Other Reports
1. Exchange Rate Report
IV. MONTHLY FUND ACCOUNTING REPORTS
A. Standard Reports
1. Cost Proof Report
2. Transaction History Report
3. Realized Gain/Loss Report
4. Interest Record Report
5. Dividend Record Report
6. Broker Commission Totals
7. Broker Principal Trades
8. Shareholder Activity Report
9. Fund Performance Report
B. International Reports
1. Forward Contract Transaction History Report
2. Currency Gain/Loss Report
C-3
<PAGE>
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE D
GENERAL DESCRIPTION OF TRANSFER AGENCY SERVICES
The following is a general description of the transfer agency services
Chase shall provide to the Fund.
A. SHAREHOLDER RECORDKEEPING. Maintain records showing for each Fund
shareholder the following: (i) name, address, appropriate tax
certification and tax identifying number; (ii) number of shares of each
Portfolio and/or Class; (iii) historical information including, but not
limited to, dividends paid and date and price of all transactions,
including individual purchases and redemptions, with appropriate
supporting documents; and (iv) any dividend reinvestment order,
application, dividend to a specific address and correspondence relating
to the current maintenance of the account.
B. SHAREHOLDER ISSUANCE. Record the issuance of shares of common stock of
each Portfolio and/or Class and notify the Fund in case any proposed
issue of shares by the Fund shall result in an over-issue as identified
by Section 8-104(2) of the Uniform Commercial Code and in case any issue
would result in such an over-issue, shall refuse to countersign and
issue, and/or credit, said shares. Except as specifically agreed in
writing between Chase and the Fund, Chase shall have no obligation when
countersigning and issuing and/or crediting shares to take cognizance of
any other laws relating to the issue and sale of such shares except
insofar as policies and procedures of the Stock Transfer Association
recognize such laws.
C. PURCHASE ORDERS. Process all orders for the purchase of shares of the
Fund in accordance with the Fund's current prospectus, including
electronic transmissions, which the Fund acknowledges it has authorized.
Upon receipt of any check or other payment for purchase of shares of the
Fund from an investor, Chase will (i) stamp the order or other
documentation with the date and time of receipt, (ii) forthwith process
the same for collection, (iii) determine the amounts thereof due the
Fund, and notify the Fund of such determination and deposit, such
notification to be given on a daily basis of the total amounts
determined and deposited to the Fund's custodian bank account during
such day. Chase shall then credit the share account of the investor
with the number of Fund shares to be purchased according to the price of
the Fund's shares in effect for purchases made on the date such payment
is received by Chase, as set forth in the Fund's current prospectus and
shall promptly mail a confirmation of said purchase to the investor, all
subject to any instructions which the Fund may give to Chase with
respect to the timing or manner of acceptance of orders for shares
relating to payments so received by it. Any purchase order received by
Chase, which is deemed not in good order by Chase, will be rejected
immediately.
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D. REDEMPTION ORDERS. Receive and stamp with the date and time of receipt
all requests for redemptions or repurchase of shares held in certificate
or non-certificate form, and process redemptions and repurchase requests
as follows: (i) if such certificate or redemption request complies with
the applicable standards approved by the Fund, Chase shall on each
business day notify the Fund of the total number of shares presented and
covered by such requests received by Chase on such day; (ii) on or prior
to the seventh calendar day succeeding any such requests received by
Chase, Chase shall notify the Custodian, subject to instructions from
the Fund, to transfer monies to such account as designated by Chase for
such payment to the redeeming shareholder of the applicable redemption
or repurchase price; and (iii) if any such certificate or request for
redemption or repurchase does not comply with applicable standards,
Chase shall promptly notify the investor of such fact, together with the
reason therefor, and shall effect such redemption at the Portfolio's
price next determined after receipt of documents complying with said
standards or, at such other time as the Fund shall so direct.
E. TELEPHONE ORDERS. Process redemptions, exchanges and transfers of Fund
shares upon telephone instructions from qualified shareholders in
accordance with the procedures set forth in the Fund's current
prospectus. Chase shall be permitted to redeem, exchange and/or
transfer Fund shares from any account for which such services have been
authorized, including electronic transmissions.
F. TRANSFER OF SHARES. Upon receipt by Chase of documentation in proper
form to effect a transfer of shares, including in the case of shares for
which certificates have been issued, the share certificates in proper
form for transfer, Chase will register such transfer on the Fund's
shareholder records maintained by Chase pursuant to instructions
received from the transferor in good form, cancel the certificates
representing such shares, if any, and if so requested, countersign,
register, issue and mail by first class mail new certificates for the
same or a smaller whole number of shares.
G. SHAREHOLDER COMMUNICATIONS. Address and mail all communications by the
Fund to its shareholders promptly following the delivery by the Fund of
the material to be mailed.
H. PROXY MATERIALS. Prepare shareholder lists, mail and certify as to the
mailing of proxy materials, receive the tabulated proxy cards, render
periodic reports to the Fund on the progress of such tabulation, and
provide the Fund with inspectors of election at any meeting of
shareholders.
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I. SHARE CERTIFICATES. If a shareholder of the Fund requests a certificate
representing his shares, Chase as Transfer Agent, will countersign and
mail, a share certificate to the investor at his/her address as it
appears on the Fund's transfer books. Chase shall supply, at the
expense of the Fund a supply of blank share certificates. The
certificates shall be properly signed, manually or by facsimile, as
authorized by the Fund, and shall bear the Fund's seal or facsimile; and
notwithstanding the death, resignation or removal of any officers of the
Fund authorized to sign certificates, Chase may, until otherwise
directed by the Fund, continue to countersign certificates which bear
the manual or facsimile signature of such officer.
J. RETURNED CHECKS. In the event that any check or other order for the
payment of money is returned unpaid for any reason, Chase will take such
steps, including redepositing the check for collection, returning the
check to the investor, or redeeming appropriate shares as Chase may, at
its discretion, deem appropriate and notify the Fund of such action, or
as the Fund may instruct. However, the Fund remains ultimately liable
for any returned checks of its shareholders.
K. SHAREHOLDER CORRESPONDENCE. Acknowledge all correspondence from
shareholders relating to their share accounts and undertake such other
shareholder correspondence as may from time to time be mutually agreed
upon.
L. TAX REPORTING. Chase shall issue appropriate shareholder tax forms on
an annual basis.
M. ESCHEATMENT. All Fund assets shall be subject to the escheatment laws
of the Commonwealth of Massachusetts, including those which relate to
reciprocal agreements with other states.
N. DIVIDEND DISBURSING. Chase will serve as the Fund's dividend disbursing
agent. Chase will prepare and mail checks, place wire transfers and
credit income and capital gain payments to shareholders. UAMFSI and/or
the Fund will advise Chase of the declaration of any dividend or
distribution and the record and payable date thereof at least five (5)
days prior to the record date. Chase will, on or before the payment date
of any such dividend or distribution, notify the Fund's Custodian of the
estimated amount required to pay any portion of such dividend or
distribution payable in cash, and on or before the payment date of such
distribution, the Fund will instruct its Custodian to make available to
Chase sufficient funds for the cash amount to be paid out. If a
shareholder is entitled to receive additional shares by virtue of any
such distribution or dividend, appropriate credits will be made to each
shareholder's account.
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