<PAGE>
MARKED TO INDICATE CHANGES FROM PEA No. 41
As filed with the Securities and Exchange Commission on October 17, 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. 42 /X/
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 44 /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
<TABLE>
<CAPTION>
Part A of Form N-1A Location in Prospectus
<S> <C> <C>
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; 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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Part B of Form N-1A Location in Statement of Additional
Information
<S> <C> <C>
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
</TABLE>
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. 42
PART A
The following Prospectuses are included in this Post-Effective Amendment No. 42
. Sterling Partners' Balanced Portfolio, Sterling Partners' Equity
Portfolio, Sterling Partners' Small Cap Value Portfolio, and
Sterling Partners' Short-Term Fixed Income Portfolio
Institutional Class Shares
. Sterling Partners' Balanced Portfolio, Sterling Partners' Equity
Portfolio, Sterling Partners' Small Cap Value Portfolio, and
Sterling Partners' Short-Term Fixed Income Portfolio
Institutional Service Class Shares
The following Prospectus is also incorporated herein by reference to Post-
Effective Amendment No. 41 filed on July 17, 1996:
. C & B Equity For Taxable Investors and Mid Cap Equity Portfolios
Institutional Class Shares
The following Prospectus is also incorporated herein by reference to Post-
Effective Amendment No. 40 filed on July 1, 1996.
. 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 Equity and Balanced 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
. 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
- --------------------------------------------------------------------------------
STERLING PARTNERS' PORTFOLIOS
Institutional Class Shares
Investment Adviser: Sterling Capital Management Company
- --------------------------------------------------------------------------------
PROSPECTUS -- January 2, 1997
INVESTMENT OBJECTIVES
UAM Funds, Inc. (the "Fund") is an open-end, management investment company
known as a "mutual fund." It was organized as a Maryland corporation. The Fund
consists of multiple series of shares (known as "Portfolios"), each of which has
a different investment objective and different investment policies. The
Portfolios currently offer two separate classes of shares: Institutional Class
Shares and Institutional Service Class Shares ("Service Class Shares"). The
securities offered in this Prospectus are Institutional Class Shares of four
diversified, no-load Portfolios of the Fund managed by Sterling Capital
Management Company.
Sterling Partners' Balanced Portfolio. The objective of the Sterling Partners'
Balanced Portfolio ("Balanced Portfolio") is to provide maximum long-term total
return consistent with reasonable risk to principal, by investing in a balanced
portfolio of common stocks and fixed income securities.
Sterling Partners' Equity Portfolio. The objective of the Sterling Partners'
Equity Portfolio ("Equity Portfolio") is to provide maximum long-term total
return consistent with reasonable risk to principal, by investing primarily in
common stocks.
Sterling Partners' Small Cap Value Portfolio. The objective of the Sterling
Partners' Small Cap Value Portfolio ("Small Cap Value Portfolio") is to provide
maximum long-term total return consistent with reasonable risk to principal by
investing primarily in equity securities of smaller companies, in terms of
market capitalization.
Sterling Partners' Short-Term Fixed Income Portfolio. The objective of the
Sterling Partners' Short-Term Fixed Income Portfolio ("Short-Term Fixed Income
Portfolio") is to provide a high level of current income consistent with the
maintenance of principal and liquidity by investing primarily in investment
grade fixed income securities with an average weighted maturity between 1 and 3
years.
There can be no assurance that any of the Portfolios will meet its stated
objective.
- -------------------------------------------------------------------------------
ABOUT THIS PROSPECTUS
Keep this Prospectus for future reference. It contains information that you
should know before you invest. A "Statement of Additional Information" ("SAI")
containing additional information about the Fund has been filed with the
Securities and Exchange Commission. The SAI is dated January 2, 1997 and has
been incorporated by reference into this Prospectus. For a free copy of the SAI
write to the Fund at the address above or call the UAM Funds Service Center at
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>
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 January 2, 1997
Investment Adviser
STERLING CAPITAL MANAGEMENT COMPANY
One First Union Center
301 S. College Street, Suite 3200
Charlotte, NC 28202
(704) 372-8670
--------------------
Distributor
UAM FUND DISTRIBUTORS, INC.
211 Congress Street
Boston, MA 02110
TABLE OF CONTENTS
<TABLE>
Page
----
<S> <C>
Fund Expenses........................................................ 2
Prospectus Summary................................................... 3
Risk Factors......................................................... 3
Financial Highlights................................................. 4
Performance Calculations............................................. 6
Investment Objectives................................................ 7
Investment Policies.................................................. 7
Other Investment Policies............................................ 9
Investment Limitations............................................... 12
Purchase of Shares................................................... 12
Redemption of Shares................................................. 14
Shareholder Services................................................. 16
Valuation of Shares.................................................. 16
Dividends, Capital Gains Distributions and Taxes..................... 17
Investment Adviser................................................... 18
Adviser's Historical Performance..................................... 19
Administrative Services.............................................. 19
Distributor.......................................................... 19
Portfolio Transactions............................................... 19
General Information.................................................. 20
Directors and Officers............................................... 21
UAM Funds -Institutional Class Shares................................ 23
</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>
FUND EXPENSES
The following table illustrates expenses and fees an Institutional Class
shareholder of the Portfolios will incur. 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 your
behalf. Please see "PURCHASE OF SHARES" for further information.
Shareholder Transaction Expenses
<TABLE>
<CAPTION>
Short-Term Small Cap
Balanced Equity Fixed Income Value
Portfolio Portfolio Portfolio Portfolio
Institutional Institutional Institutional Institutional
Class Class Class Class
Shares Shares Shares Shares
------ ------ ------ ------
<S> <C> <C> <C> <C>
Sales Load Imposed on Purchases.................... NONE NONE NONE NONE
Sales Load Imposed on Reinvested Dividends......... NONE NONE NONE NONE
Deferred Sales Load................................ NONE NONE NONE NONE
Redemption Fees.................................... NONE NONE NONE NONE
Exchange Fees...................................... NONE NONE NONE NONE
</TABLE>
The table below shows the various expenses an investor in the Institutional
Class Shares of the Portfolios would bear directly or indirectly. The expenses
and fees listed are based on the operations of the Balanced, Equity and Short-
Term Fixed Income Portfolios' Institutional Class Shares during the fiscal year
ended October 31, 1995. The fees and expenses set forth above for the Sterling
Partners' Small Cap Value Institutional Class Shares are estimated amounts for
its first year of operations assuming average net assets of $25 million.
Annual Fund Operating Expenses
(As a Percentage of Average Net Assets)
<TABLE>
<CAPTION>
Short-Term Small Cap
Balanced Equity Fixed Income Value
Portfolio Portfolio Portfolio Portfolio
Institutional Institutional Institutional Institutional
Class Class Class Class
Shares Shares Shares Shares
------ ------ ------ ------
<S> <C> <C> <C> <C>
Investment Advisory Fees................................. 0.75% 0.75% 0.50% 1.00%
Administrative Fees...................................... 0.19% 0.35% 0.37% 0.19%
12b-1 Fees............................................... NONE NONE NONE NONE
Other Expenses........................................... 0.08% 0.19% 0.16% 0.06%
Advisory Fees Waived..................................... -- (0.29%) (0.48%) --
---- ------- ------- -------
Total Operating Expenses (After Fee Waivers)............. 1.02%+ 1.00%*+ 0.55%*+ 1.25%
____
</TABLE>
* Without the Adviser's fee waiver, annualized Total Operating Expenses of the
Equity and Short-Term Fixed Income Portfolios Institutional Class Shares for the
fiscal year ended October 31, 1995 would have been 1.29% and 1.03%,
respectively.
+ The annualized Total Operating Expenses excludes the effect of expense
offsets. If expense offsets were included, annualized Total Operating Expenses
of the Equity Portfolio Institutional Class Shares would be 0.99%.
The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume expenses otherwise payable by the Portfolios (if necessary) in
order to keep the expense ratios of (i) the Balanced Portfolio Institutional
Class Shares from exceeding 1.11%
<PAGE>
of its average daily net assets; (ii) the Equity Portfolio Institutional Class
Shares from exceeding 0.99% of its average daily net assets; (iii) the Short-
Term Fixed Income Portfolio Institutional Class Shares from exceeding 0.55% of
its average daily net assets; and (iv) the Small Cap Value Portfolio
Institutional Class Shares from exceeding 1.25% of its average daily assets. The
Fund will not reimburse the Adviser for any advisory fees that are waived or
Portfolio expenses that the Adviser may bear on behalf of a Portfolio.
The following example shows 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. The Portfolios charge
no redemption fees of any kind.
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Balanced Portfolio Institutional Class Shares...................... $13 $40 $70 $153
Equity Portfolio Institutional Class Shares........................ $10 $32 $55 $122
Short-Term Fixed Income Portfolio Institutional Class Shares....... $ 6 $18 $31 $ 69
Small Cap Value Portfolio Institutional Class Shares............... $13 $40 * *
</TABLE>
* As the Small Cap Value Portfolio Institutional Class 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.
PROSPECTUS SUMMARY
INVESTMENT ADVISER
Sterling Capital Management Inc. (the "Adviser"), an investment counseling
firm founded in 1970, is the investment adviser to the Fund's Sterling Partners'
Portfolios. The Adviser currently manages over $1.6 billion in assets for
institutional clients and high net worth individuals. (See "INVESTMENT
ADVISER.")
PURCHASE OF SHARES
Shares of each Portfolio are offered through UAM Fund Distributors, Inc. (the
"Distributor"). The shares are available to investors at net asset value without
a sales commission. Shares can be purchased by sending investments directly to
the Fund. The minimum initial investment for the Institutional Class Shares is
$2,500. The minimum for subsequent investments is $100. The minimum initial
investment for IRA accounts is $500. Minimum initial investment for spousal IRA
accounts is $250. Certain exceptions to the initial or minimum investment
amounts may be made by Fund officers. (See "PURCHASE OF SHARES.")
DIVIDENDS AND DISTRIBUTIONS
Each Portfolio will normally distribute substantially all of its net
investment income in quarterly dividends. Each Portfolio will also annually
distribute any realized net capital gains. Distributions will automatically be
reinvested in Portfolio shares unless an investor elects to receive cash
distributions. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES.")
REDEMPTIONS AND EXCHANGES
Shares of each Portfolio may be redeemed without cost at any time, at the net
asset value of the Portfolio next determined after receipt of the redemption
request. The redemption price may be more or less than the purchase price. (See
"REDEMPTION OF SHARES.")
ADMINISTRATIVE SERVICES
UAM Fund Services, Inc. (the "Administrator"), a wholly-owned subsidiary of
United Asset Management Corporation, is responsible for performing and
overseeing administration, fund accounting, dividend disbursing and transfer
agent services for the Fund. (See "ADMINISTRATIVE SERVICES.")
RISK FACTORS
The value of the Portfolios' shares can be expected to fluctuate in response
to changes in market and economic conditions as well as the financial conditions
and prospects of the issuers in which the Portfolios invest. Prospective
investors should consider the following: (1) The fixed income securities held by
the Balanced Portfolio and the Short-Term Fixed Income Portfolio will be
affected by
<PAGE>
general changes in interest rates resulting in increases or decreases in the
value of the obligations held by each Portfolio. The value of the securities
held by the Portfolios can be expected to vary inversely with changes in
prevailing interest rates; i.e., as interest rates decline, market value tends
to increase and vice versa. (2) The common stock of companies having small
market capitalizations held by the Portfolios, may exhibit greater volatility
than common stock of companies having larger capitalizations. (3) Each Portfolio
may invest a portion of its assets in derivatives, including futures contracts
and options. (See "FUTURES CONTRACTS AND OPTIONS.") (4) Each Portfolio may use
various investment practices involving special considerations, including
investing in repurchase agreements, when issued, forward delivery and delayed
settlement securities. (See "OTHER INVESTMENT POLICIES.")
FINANCIAL HIGHLIGHTS
Institutional Class Shares
The following tables show selected per share information for a share
outstanding throughout each period presented for the Balanced, Equity and Short-
Term Fixed Income Portfolios' Institutional Class Shares. These tables are part
of the Portfolios' Financial Statements, which are in the Portfolios' October
31, 1995 Annual Report, and April 30, 1996 Semi-Annual Report to Shareholders.
The Financial Statements are incorporated by reference into the Portfolios'
Statement of Additional Information. The Portfolios' October 31, 1995 Financial
Statements have been examined by Price Waterhouse LLP. Their unqualified opinion
on the October 31, 1995 Financial Statements is also incorporated by reference
into the Portfolios' Statement of Additional Information. The Portfolios' April
30, 1996 Financial Statements are unaudited. Please read the following
information in conjunction with the Portfolios' 1995 Annual Report, and April
30, 1996 Semi-Annual Report to Shareholders.
<TABLE>
<CAPTION>
Sterling Partners' Balanced Portfolio
-------------------------------------
Years Ended October 31,
-----------------------
March 15,** November 1, 1995
1991 to to April 30,
October 31, 1991 1992 1993 1994 1995 1996
---------------- ------- ------- ------- ------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period............. $10.00 $10.26 $10.71 $11.51 $11.13 $11.86
------ ------ ------ ------ ------ ------
Income from Investment Operations
Net Investment Income........................ 0.22+ 0.37 0.34 0.32 0.46 0.18
Net Realized and Unrealized Gain (Loss) on
Investments.............................. 0.23 0.50 0.94 (0.25) 1.04 0.70
---- ---- ---- ------ ---- ----
Total From Investment Operations..... 0.45 0.87 1.28 0.07 1.50 0.88
---- ---- ---- ---- ---- ----
Distributions
Net Investment Income........................ (0.19) (0.37) (0.32) (0.32) (0.45) (0.20)
Net Realized Gain............................ (0.00) (0.05) (0.16) (0.13) (0.32) (0.67)
------ ------ ------ ------ ------ ------
Total Distributions.................. (0.19) (0.42) (0.48) (0.45) (0.77) (0.87)
------ ------ ------ ------ ------ ------
Net Asset Value, End of Period................... $10.26 $10.71 $11.51 $11.13 $11.86 $11.87
Total Return..................................... 4.54%++ 8.65% 12.23% 0.66% 14.23% 7.83%
Ratios and Supplemental Data
Net Assets, End of Period (Thousands)............ $19,501 $39,129 $47,016 $64,673 $64,933 $64,378
Ratio of Expenses to Average Net Assets.......... 1.11%*+ 1.09% 0.99% 1.01% 0.96%# 0.99%*##
Ratio of Net Investment Income to Average
Net Assets................................... 3.85%*+ 3.52% 3.08% 3.05% 3.96% 2.99%*
Portfolio Turnover Rate.......................... 40% 80% 49% 70% 130% 39%
Average Commission Rate ###...................... N/A N/A N/A N/A N/A 0.0695
- -------
</TABLE>
* Annualized
** Commencement of Operations
+ Net of voluntarily waived fees and expenses assumed by the Adviser for the
period ended October 31, 1991 of $.03 per share.
++ Total return would have been lower if certain fees and expenses had not been
waived or assumed by the Adviser during the period 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 be 0.96%.
## For the period November 1, 1995 to April 30, 1996 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 be
0.98%*.
### For fiscal years beginning on or after September 1, 1995, a portolio is
required to disclose the average commision per share it paid for trades on
which commissions were charged.
<PAGE>
<TABLE>
<CAPTION>
Sterling Partners' Equity Portfolio
-----------------------------------
Years Ended October 31,
-----------------------
May 15,** 1991 November 1, 1995
to to
October 31, 1991 1992 1993 1994 1995 April 30, 1996
---------------- ------- ------- ------- ------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period............... $10.00 $10.29 $11.01 $12.39 $12.54 $13.69
------ ------ ------ ------ ------ ------
Income from Investment Operations
Net Investment Income+.......................... 0.06 0.17 0.15 0.16 0.21 0.07
Net Realized and Unrealized Gain on
Investments.................................... 0.29 0.75 1.53 0.27 1.73 1.85
---- ---- ---- ---- ---- ----
Total from Investment Operations............ 0.35 0.92 1.68 0.43 1.94 1.92
---- ---- ---- ---- ---- ----
Distributions
Net Investment Income........................... (0.06) (0.16) (0.16) (0.15) (0.20) (0.08)
Net Realized Gain............................... -- (0.04) (0.14) (0.13) (0.59) (0.97)
------ ------ ------ ------ ------ ------
Total Distributions......................... (0.06) (0.20) (0.30) (0.28) (0.79) (1.05)
------ ------ ------ ------ ------ ------
Net Asset Value, End of Period..................... $10.29 $11.01 $12.39 $12.54 $13.69 $14.56
Total Return....................................... 3.51%++ 9.01%++ 15.46%++ 3.50%++ 16.61%++ 14.95%++
Ratios and Supplemental Data
Net Assets, End of Period (Thousands).............. $2,515 $9,725 $15,982 $23,352 $31,969 $34,981
Ratio of Expenses to Average Net Assets+........... 1.11%* 1.04% 0.93% 0.99% 1.00%# 0.99%*##
Ratio of Net Investment Income to Average Net
Assets+........................................... 1.43%* 1.73% 1.30% 1.34% 1.64% 1.09%*
Portfolio Turnover Rate............................ 24% 84% 55% 73% 135% 43%
Average Commission Rate ###........................ N/A N/A N/A N/A N/A $0.0696
</TABLE>
- ------
* Annualized
** Commencement of Operations
+ Net of voluntarily waived fees and reimbursed expenses for the period
ended October 31, 1991 and years ended October 31, 1992, 1993, 1994 and
1995 and the six months ended April 30, 1996 of $0.18, $0.09, $0.06,
$0.04, $0.03 and $0.01 per share, respectively.
++ Total return would have been lower if certain fees and expenses had not
been waived or 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, it would be 0.99%.
## For the period November 1, 1995 to April 30, 1996, the Ratio of Expenses
to Average Net Assets excludes the effect of expense offsets. If expense
offesets were included, it would be 0.99%*.
### For the fiscal years beginning on or after September 1, 1995, a portfolio
is required to disclose the average commission rate per share it paid for
trades on which commissions were charged.
<PAGE>
<TABLE>
<CAPTION>
Sterling Partners' Short-Term Fixed Income Portfolio
----------------------------------------------------
Years Ended October 31,
-----------------------
February 10,** November 1,
1992 to 1995 to April
October 31, 1992 1993 1994 1995 30, 1996
---------------- ------- ------- ------- -------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period............. $10.00 $10.07 $10.12 $9.74 $9.96
------ ------ ------ ----- -----
Income From Investment Operations
Net Investment Income+........................ 0.30 0.53 0.49 0.54 0.28
Net Realized and Unrealized Gain on
Investments.................................. 0.07+ 0.06 (0.38) 0.23 (0.09)
----- ---- ------ ---- -----
Total From Investment Operations.......... 0.37 0.59 0.11 0.77 0.19
---- ---- ---- ---- -----
Distributions
Net Investment Income......................... (0.30) (0.53)++ (0.48) (0.55) (0.28)
In Excess of Net Investment Income............ -- -- -- --## --
Net Realized Gain............................. -- (0.01) -- -- --
Return of Capital............................. -- -- (0.01) -- --
Total Distributions....................... (0.30) (0.54) (0.49) (0.55) (0.28)
------ ------ ------ ------ -----
Net Asset Value, End of Period................... $10.07 $10.12 $9.74 $9.96 $9.87
Total Return..................................... 3.75%+++ 5.98%+++ 1.16%+++ 8.16%+++ 1.94%+++
Ratios and Supplemental Data
Net Assets, End of Period (Thousands)............ $12,101 $20,256 $24,382 $24,722 24,327
Ratio of Expenses to Average Net Assets+......... 0.50%* 0.50% 0.53% 0.55%# 0.55#
Ratio of Net Investment Income to Average Net
Assets+......................................... 5.00%* 5.24% 5.00% 5.55% 5.67%
Portfolio Turnover Rate.......................... 122% 78% 100% 58% 24%
</TABLE>
- ------
* Annualized
** Commencement of Operations
+ Net of voluntarily waived fees for the period ended October 31, 1992 and
the year ended October 31, 1993, 1994, 1995 and for the six months ended
April 30, 1996 of $0.03, $0.05, $0.05, $0.04 and $0.02 per share,
respectively.
++ Because of the differences between book and tax basis accounting,
approximately $.025 of the Portfolio's distributions for the year ended
October 31, 1993 were return of capital for Federal income tax purposes.
+++ Total return would have been lower if certain fees and expenses had not
been waived or assumed by the Adviser during the periods indicated.
# For the year ended October 31, 1995 and for the six months ended April
30, 1996, the Ratio of Expenses to Average Net Assets excludes the effect
of expense offsets. If expense offsets were included, it would not
significantly differ.
## Value is less than $0.01 per share.
PERFORMANCE CALCULATIONS
Each Portfolio may advertise or quote yield data from time to time. The SEC
yield of a Portfolio is computed based on the net income of the Portfolio during
a 30-day (or one month) period, which will be identified with the particular
yield quotation. SEC yield is computed by dividing the Portfolio's net income
per share during a 30-day (or one month) period by the maximum offering price
per share on the last day of the period. This result is annualized by computing
a semi-annual yield which is then multiplied by two to reflect an annualized
yield. This SEC yield calculation method is consistent with the bond equivalent
yield method of computing yields.
Each Portfolio may advertise or quote total return data. Total return is
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 period. Aggregate total return reflects the total
percentage change in value over a period. Both methods assume dividends and
capital gains distributions are reinvested.
Performance is calculated separately for Institutional Class and Service
Class Shares. Dividends paid by a Portfolio with respect to Institutional Class
and Service Class Shares, to the extent any dividends are paid, will be
calculated in the same manner at the same
<PAGE>
time on the same day and will be in the same amount, except that service fees,
distribution charges and incremental transfer agency costs relating to Service
Class Shares will be borne exclusively by that class.
The Portfolios' Annual Report to Shareholders for the most recent fiscal
year end contains additional performance information that includes comparisons
with appropriate indices. The Annual Report is available without charge. Write
to the Fund by at the address on the cover of this Prospectus or call the UAM
Funds Service Center.
INVESTMENT OBJECTIVES
Sterling Partners' Balanced Portfolio. The objective of the Balanced Portfolio
is to provide maximum long-term return consistent with reasonable risk to
principal, by investing in a balanced portfolio of common stocks and fixed
income securities. A typical asset mix for the Portfolio is expected to be 60%
in equities and 40% in fixed income securities and cash. The total return on
the Portfolio will consist of both capital appreciation and income, with the
relative proportions depending upon the underlying asset mix as well as specific
security holdings.
Sterling Partners' Equity Portfolio. The objective of the Equity Portfolio is
to provide maximum long-term total return consistent with reasonable risk to
principal, by investing primarily in common stocks. The Portfolio may also
invest in other equity-related securities such as preferred stocks, convertible
preferred stocks, convertible bonds, options, futures, rights and warrants.
Sterling Partners' Small Cap Value Portfolio. The objective of the Small Cap
Value Portfolio is to provide maximum long-term total return consistent with
reasonable risk to principal by investing primarily in equity securities of
smaller companies, in terms of market capitalization. The equity securities in
which the Portfolio may invest consist of common stocks (both domestic and
international) preferred stocks, convertible bonds, distressed bonds with a high
likelihood of future equity conversion, options, futures, rights and
warrants.
Sterling Partners' Short-Term Fixed Income Portfolio. The objective of the
Short-Term Fixed Income Portfolio is to provide investors with a high level of
current income consistent with the maintenance of principal and liquidity by
investing primarily in investment grade fixed income securities with an average
weighted maturity between 1 and 3 years. Investments in this Portfolio represent
a middle ground between the risk associated with short-term money market
accounts and longer term bond funds. Investors in this Portfolio seek
incremental returns to money market accounts but do not want the down side
exposure to longer term bond funds in a risky rate environment.
INVESTMENT POLICIES
Sterling Partners' Balanced Portfolio. The Balanced Portfolio incorporates
within a single investment vehicle the two investment disciplines employed by
the Adviser. The first discipline provides for stock selection; and the second
chooses among fixed income securities, including coupon bonds, zero coupon bonds
and cash equivalents. A targeted asset mix for the Portfolio is expected to be
60% in equities and, 40% in fixed income securities and cash. However, at least
25% of the Portfolio's total assets will always be invested in fixed income
senior securities, including debt securities and preferred stocks.
Individual equity securities are selected using approaches identical to
those described below for the Equity Portfolio. Simply stated, the Adviser's
stock selection is designed to identify equities priced at a discount from the
estimated value of their underlying businesses.
The universe of stocks the Adviser chooses from is focused on larger
capitalization issues. While the Portfolio may invest in small capitalization
companies, the majority of stocks in the Portfolio will have a market
capitalization in excess of $500 million at the time of purchase, and the
Adviser will strive to maintain an average market capitalization in excess of
$10 billion. This further ensures the quality and stability of the Portfolio.
For further information, see "INVESTMENT OBJECTIVES AND POLICIES - SMALL
CAPITALIZATION COMPANIES" in the SAI.
The fixed income portion of the Portfolio will be invested primarily in
investment grade securities of varying maturities. These include securities of
the U.S. Government and its agencies, corporate bonds, mortgage-backed
securities, asset-backed securities, and various short-term instruments such as
commercial paper, U.S. Treasury bills, and certificates of deposit.
Within the Portfolio, fixed income investments are regarded as opportunities
for capital appreciation, as a source of liquidity and as a means to reduce
overall portfolio volatility. The management of the fixed income segment
consists of three important steps. First, the Adviser uses proprietary
analytical tools to manage the interest rate risk of the Portfolio. After
arriving at an appropriate average maturity for the Portfolio, the Adviser uses
a "top down" approach to select the most attractively valued sectors for the
fixed income investments. Finally, the Adviser analyzes the spectrum of the
yield curve to identify the most desirable maturities at which to invest the
Portfolio. The Adviser's fixed income strategy emphasizes quality and capital
preservation.
Sterling Partners' Equity Portfolio. The Equity Portfolio seeks to achieve its
objective by investing under normal circumstances, at least 65% of its total
assets in common stocks. The Portfolio may also invest in other equity related
securities such as preferred stocks, convertible preferred stocks, convertible
bonds, options, futures, rights, and warrants. However, at all times, the
Portfolio's primary interest will be direct ownership of common equity stocks.
It is anticipated that cash reserves will represent a relatively small
percentage of the Portfolio's assets (generally less than 10%).
<PAGE>
The Adviser's stock selection process focuses on identifying securities
which are priced below the estimated value of the underlying business. As such,
the Adviser approaches each investment as a businessman would approach a private
transaction. All factors relevant to the worth of an ongoing business are
examined using traditional fundamental securities analysis. Such factors include
balance sheet quality, normalized earnings power, industry stability, capital
intensity, reinvestment opportunities, and management talent. This
"businessman's approach" is designed to result in a high quality portfolio.
The Adviser's sell discipline is as important as its buy discipline. For
every stock it buys, it defines in writing the thesis for owning it. Each thesis
rests on the fundamental factors noted above. Any stock that underperforms its
sector is reviewed against a pre-written outline, and those which fail to
demonstrate fundamental progress in keeping with the original thesis are sold.
The universe of stocks the Adviser chooses from is mainly limited to larger
capitalization issues. The portfolio may invest in small capitalization
companies, with a minimum market capitalization of $500 million at the time of
purchase; however, the Adviser strives to maintain an average market
capitalization in excess of $10 billion. This further ensures the quality and
stability of the Portfolio. For further information, see "INVESTMENT OBJECTIVES
AND POLICIES - SMALL CAPITALIZATION COMPANIES" in the SAI.
Another important aspect of the Adviser's approach is an emphasis on
diversification across a wide range of industries. It divides the S&P 500 into
industry groupings, and uses the groupings as a comparison yardstick for the
Portfolio. The Adviser's policies seek to ensure a healthy representation
within each sector. The result is that volatility may be controlled within an
acceptable range.
The Adviser anticipates that the majority of the investments will be in
United States based companies. However, from time to time, shares of foreign
based companies may also be purchased. The most common vehicle for such
purchases will be American Depository Receipts ("ADRs") which are U.S. domestic
securities representing ownership rights in foreign companies. Under normal
circumstances, investments in foreign based companies will not comprise more
than 20% of the Portfolio assets. Most ADRs are traded on a U.S. stock exchange.
Issuers of unsponsored ADRs are not continually obligated to disclose material
information in the U.S. and therefore, there may not be a correlation between
such information and the market value of the unsponsored ADR. For further
information, see "INVESTMENT OBJECTIVES AND POLICIES - AMERICAN DEPOSITARY
RECEIPTS" in the SAI.
Sterling Partners' Small Cap Value Portfolio. The Sterling Partners' Small
Cap Value Portfolio seeks to achieve its objective by investing under normal
circumstances, at least 65% of its total assets in equity securities of small
companies, in terms of market capitalization. The Portfolio may invest in both
domestic and international common stocks, preferred stocks, convertible
preferred stocks, convertible bonds, distressed bonds with a high likelihood of
future equity conversion, options, futures, rights and warrants. It is
anticipated that cash reserves will represent a relatively small percentage of
the Portfolio's assets (generally less than 10%).
The Adviser anticipates that the majority of the investments will be in
United States based companies. However, from time to time, shares of foreign
based companies may also be purchased. The most common vehicle for such
purchases will be American Depositary Receipts ("ADRs"), which are U.S. domestic
securities representing ownership rights in foreign companies. Under normal
circumstances, investments in foreign based companies will not comprise more
than 20% of the Portfolio's assets.
The Adviser's stock selection process focuses on identifying securities
which are priced below the estimated value of the underlying business. As such,
the Adviser approaches each investment as a businessman would approach a private
transaction. All factors relevant to the worth of an ongoing business are
examined using traditional fundamental securities analysis. Such factors include
balance sheet quality, normalized earnings power, industry stability, capital
intensity, reinvestment opportunities, and management talent. This
"businessman's approach" is designed to result in a high quality portfolio.
<PAGE>
The Adviser's sell discipline is as important as its buy discipline. For
every stock it buys, it defines in writing the thesis for owning it. Each thesis
rests on the fundamental factors noted above. Any stock that underperforms its
sector is reviewed against a pre-written outline, and those which fail to
demonstrate fundamental progress in keeping with the original thesis are sold.
The Portfolio will invest primarily in equity securities having a market
capitalization of $1 billion or less at the time of purchase.
Sterling Partners' Short-Term Fixed Income Portfolio. The Short-Term Fixed
Income Portfolio seeks to achieve its objective by investing, under normal
circumstances, at least 65% of its total assets in the following fixed income
instruments:
(1) Short-term and intermediate-term corporate debt securities rated A or
better by Moody's Investors Service, Inc. ("Moody's") or by Standard &
Poor's Corporation ("S&P");
(2) U.S. Treasury and U.S. Government agency obligations;
(3) Bank obligations, including certificates of deposit and bankers'
acceptances;
(4) Commercial paper rated A-1 by S&P or Prime-1 by Moody's; and
(5) Repurchase agreements collateralized by these securities.
In an effort to minimize fluctuations in market value, the Short-Term Fixed
Income Portfolio is expected to maintain an average weighted maturity between 1
and 3 years. The Short-Term Fixed Income Portfolio may also hold securities of
foreign issuers provided such securities are denominated in U.S. dollars, and
may invest in bond (interest rate) futures and options to a limited extent.
(See "OTHER INVESTMENT POLICIES" for a description of these and other investment
practices of the Portfolio.)
With respect to the Balanced and Short-Term Fixed Income Portfolios, the
Adviser reserves the right to retain securities which are downgraded by either
Moody's or S&P or both, if in the Adviser's judgement, considering market
conditions, the retention of such securities is warranted.
OTHER INVESTMENT POLICIES
<PAGE>
SHORT-TERM INVESTMENTS
In order to earn a return on uninvested assets, meet anticipated
redemptions, or for temporary defensive purposes, the Portfolios may invest a
portion of their assets in domestic and foreign money market instruments
including certificates of deposit, bankers acceptances, time deposits, U.S.
Government obligations, U.S. Government agency securities, short-term corporate
debt securities, and commercial paper rated A-1 or A-2 by Standard & Poor's
Corporation or Prime-1 or Prime-2 by Moody's Investors Service, Inc. or if
unrated, determined by the Adviser to be of comparable quality.
The Fund has received permission from the Securities and Exchange
Commission (the "SEC") 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 tax-exempt money
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 SEC for each of its Portfolios
to invest, for cash management purposes, the greater of 5% of its total assets
or $2.5 million in the UAM Funds' DSI Money Market Portfolio (See "INVESTMENT
COMPANIES").
REPURCHASE AGREEMENTS
Each Portfolio may invest in repurchase agreements collateralized by U.S.
Government securities. In addition, the Portfolios may invest in repurchase
agreements collateralized by certificates of deposit, and certain bankers'
acceptances and other securities outlined above under "SHORT-TERM INVESTMENTS."
In a repurchase agreement, a Portfolio buys a security and simultaneously
commits to sell that security back at an agreed upon price plus an agreed upon
market rate of interest. Under a repurchase agreement, the seller will be
required to maintain the value of the securities subject to the agreement at not
less than 100% of the repurchase price if such securities mature in more than
one year. UAMFSI and the Adviser will mark to market daily the value of the
securities to be purchased.
The Fund has been granted permission by the SEC to pool daily uninvested
cash balances of the Fund's Portfolios in order to invest in repurchase
agreements on a joint basis. By entering into joint repurchase agreements a
Portfolio may incur lower transactions costs and earn higher rates of interest
on such repurchase agreements. Each Portfolio's contribution will determine its
return from a joint repurchase agreement.
PORTFOLIO TURNOVER
It is expected that the annual portfolio turnover rate for the Balanced,
Equity and Small Cap Value Portfolios will not exceed 100%. The Portfolios will
not normally engage in short-term trading but each reserves the right to do so.
<PAGE>
The Short-Term Fixed Income Portfolio may have a high portfolio turnover
rate due to the short maturities of the securities purchased. However, this high
turnover rate should not increase the Portfolio's cost since brokerage
commissions are not normally charged on the purchase or sale of fixed income
securities. In addition to Portfolio trading costs, higher rates of portfolio
turnover may result in the realization of capital gains. (See "DIVIDENDS,
CAPITAL GAINS DISTRIBUTIONS AND TAXES" for information on taxation.) The tables
set forth in "FINANCIAL HIGHLIGHTS" present the Portfolios' historical portfolio
turnover ratios.
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. "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 and 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. No payment or delivery is made by a Portfolio until it
receives payment or delivery from the other party to any of the above
transactions. Each 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 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.
If 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 - not for investment leverage.
FUTURES CONTRACTS AND OPTIONS
In order to remain fully invested and to reduce transaction costs, the
Balanced Portfolio may invest in stock and bond futures and interest rate
futures contracts; the Equity and the Small Cap Value Portfolios may invest in
stock futures and options; and the Short-Term Fixed Income Portfolio may invest
in bond, bond index, and interest rate futures and options thereon. Because
transaction costs associated with futures and options may be lower than the
costs of investing in stocks and bonds directly, it is expected that the use of
index futures and options to facilitate cash flows may reduce a Portfolio's
overall transaction costs. Each Portfolio may enter into futures contracts
provided that not more than 5% of the Portfolio's assets are required as a
margin deposit to secure obligations under such contracts. A Portfolio will
engage in futures and options transactions for hedging purposes only.
Futures and options can be volatile and involve various degrees and types
of risk. If the Portfolio judges market conditions incorrectly or employs a
strategy that does not correlate well with its investments, use of futures and
options contracts could result in a loss. The Portfolio could also suffer losses
if it is unable to liquidate its position due to an illiquid secondary market.
In the opinion of the Directors of the Fund, the risk that the 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.
RESTRICTED SECURITIES
Each Portfolio may purchase restricted securities that are not registered
for sale to the general public but which are eligible for resale to qualified
institutional investors under Rule 144A of the Securities Act of 1933. Under the
supervision of the Fund's Board of Directors, the Adviser determines the
liquidity of such investments by considering all relevant factors. Provided that
a dealer or institutional trading market in such securities exists, these
restricted securities are not treated as illiquid securities for purposes of a
Portfolio's investment limitations. A Portfolio will invest no more than 10% of
its net assets in illiquid securities. The prices realized from the sales of
these securities could be less than those originally paid by the Portfolio or
less than what would be considered the fair value of such securities.
INVESTMENT COMPANIES
Each Portfolio reserves the right to invest up to 10% of its total assets,
calculated at the time of investment, in 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 securities of any one investment company nor may it
acquire more than 3% of the voting securities of any 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.
<PAGE>
The Fund has received permission from the SEC to allow each of its
Portfolios to invest, for cash management purposes, the greater of 5% of its
total assets or $2.5 million in the Fund's DSI Money Market Portfolio 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 Directors may
change such policies without an affirmative vote of a majority of the
outstanding voting securities of a Portfolio, as defined in the Investment
Company Act of 1940 ("1940 Act").
INVESTMENT LIMITATIONS
A 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 any single issuer
(other than obligations issued or guaranteed as to principal and
interest by the government of the U.S. 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) 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;
(d) acquire any securities 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 a Portfolio adopts a temporary defensive
position;
(e) make loans except (i) by purchasing bonds, debentures or similar
obligations which are publicly distributed, (including repurchase
agreements provided, however, that repurchase agreements maturing in
more than seven days, together with securities which are not readily
marketable, will not exceed 10% of the Portfolio's total assets and
for the Small Cap Value Portfolio, will not exceed 15% of its total
assets), 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 SEC thereunder;
(f) borrow, except from banks and as a temporary measure for extraordinary
or emergency purposes and then, in no event, in excess of 10% of the
Portfolio's gross assets valued at the lower of market or cost (33
1/3% for the Small Cap Value Portfolio), and a Portfolio may not
purchase additional securities when borrowings exceed 5% of total
gross assets; or
(g) pledge, mortgage or hypothecate any of its assets to an extent greater
than 10% of its total assets at fair market value (33 1/3% for the
Small Cap Value Portfolio)
The investment limitations described here and in the Statement of
Additional Information are fundamental policies and may be changed only with the
approval of the holders of a majority of the outstanding shares 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.
PURCHASE OF SHARES
Shares of each Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor") without a sales commission, at the net asset value per share
next determined after an order is received by the Fund. (See "VALUATION OF
SHARES.") The minimum initial investment required is $2,500. The minimum initial
investment for IRA accounts is $500. Minimum initial investment for spousal IRA
accounts is $250.
<PAGE>
Shares of the Portfolio may be purchased by customers of broker-dealers or
other financial intermediaries ("Service Agents") that have established a
shareholder servicing relationship with the Fund on behalf of their customers.
Service Agents may impose additional or different conditions or other accounts
fees on the purchase and redemption of Portfolio shares by their customers. 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 would not be imposed if shares of the Portfolio were
purchased directly from the Fund or Distributor. The Service Agents may provide
services to their customers that are not available to a shareholder dealing 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 shares are purchased in this manner, the Service Agent must
receive the investment order before the close of trading on the New York Stock
Exchange ("NYSE") and transmit it to the Fund's Sub-Transfer Agent, prior to the
close of the Sub-Transfer Agent's business day to receive the day's share price.
Proper payment for the order must be received by the Sub-Transfer Agent no later
than the time when the Portfolio is priced on the following business day.
Service Agents are responsible to their customers, and the Fund for timely
transmission of all subscription and redemption requests, investment
information, documentation and money. Certain exceptions may be made by the
officers of the Fund.
INITIAL INVESTMENTS
BY MAIL
. Complete and sign an Account Registration Form and mail it together
with a check made 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
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. Payment does not need to be converted into Federal Funds (monies
credited to the Fund's Custodian Bank by a Federal Reserve Bank) before the Fund
will accept it for investment. Make certain that you specify the Portfolio in
which you wish to invest on your check.
BY WIRE
. Telephone the Fund's Sub-Transfer Agent (1-800-638-7983) and provide
the account name, address, telephone number, social security or
taxpayer identification number, Portfolio selected, amount being wired
and the name of the bank wiring the funds. An account number and a wire
control number will then be provided to you.
. Instruct your bank to wire the specified amount to the Fund's
Custodian:
The Chase Manhattan Bank
ABA #021000021
UAM Funds
DDA Acct. #9102772952
(Your Account Registration)
(Your Account Number)
(Wire Control Number)
. Forward a completed Account Registration Form to the Fund at the
address shown on the form. Federal Funds purchases will be accepted
only on a day on which both the NYSE and the Custodian Bank are open
for business.
<PAGE>
ADDITIONAL INVESTMENTS
. Additional investments can be made at any time. The minimum additional
investment is $100. Shares Funds can be purchased at net asset value
by mailing a check to the UAM Funds Service Center (payable to "UAM
Funds, Inc.") or by wiring money to the Custodian Bank using the
instructions outlined above. When making additional investments, be
sure that the account name and number are identified on the check or
wire; and the Portfolio to be purchased is specified.
Prior to wiring additional investments, notify the Fund by calling the
number on the cover of this prospectus. Mail orders should include, when
possible, the "Invest by Mail" stub which accompanies any Fund confirmation
statement.
OTHER PURCHASE INFORMATION
Non-securities dealer Service Agents may receive transaction fees that
are the same as distribution fees paid to dealers. The Fund reserves the right,
in its sole discretion, to suspend the offering of shares or reject purchase
orders of each Class or Portfolio when, in the judgment of management, such
suspension or rejection is in the best interests of the Fund.
Purchases of shares will be made in full and fractional shares of the
appropriate Class calculated to three decimal places. Certificates for
fractional shares will not be issued. Certificates for whole shares will not be
issued except at the written request of the shareholder.
The Portfolios offer another class of shares with different expense
ratios. A lower expense ratio may result in a higher rate of return. You may
obtain a Prospectus or Statement of Additional Information for either class of
shares by calling the UAM Funds Service Center.
IN-KIND PURCHASES
If accepted by the Fund, shares of each Portfolio 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 by a
Portfolio 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 an in-kind purchase will be acquired for investment
and not for immediate resale.
<PAGE>
The Fund will not accept securities in exchange for shares of a Portfolio
unless:
. at the time of the exchange, such securities are eligible to be included
in the Portfolio and current market quotations are readily available for
such securities;
. 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
. the value of any such securities (except U.S. Government securities)
being exchanged 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.
Investors who are subject to Federal taxation upon exchange may realize a
gain or loss for Federal income tax purposes depending upon the cost of
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 of the Portfolio 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 Portfolio.
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". Address requests for
redemption to the UAM Funds Service Center. A request to redeem shares must
include:
. share certificates, if issued;
. 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;
. any required signature guarantees (see "SIGNATURE GUARANTEES"); and
. any other necessary 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 at 1-800-638-7983.
BY TELEPHONE
In order to make a redemption request by telephone, you must:
. establish the telephone redemption privilege (and if desired, the wire
redemption privilege) by completing appropriate sections of the Account
Registration Form; and
. call the Fund and instruct that the redemption proceeds be mailed to you
or wired to your bank.
The following tasks cannot be accomplished by telephone:
. changing the name of the commercial bank or the account designated to
receive redemption proceeds (this can be accomplished only by a written
request signed by each shareholder, with each signature guaranteed);
. redemption of certificated shares by telephone.
<PAGE>
The Fund and the Fund's Sub-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, as well as 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. The Fund or Sub-Transfer Agent may be liable for
any losses due to unauthorized or fraudulent telephone instructions if the Fund
or Sub-Transfer Agent does not employ the procedures described above. Neither
the Fund nor the Sub-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.
Please contact the UAM Funds Service Center at 1-800-638-7983 for further
details.
SIGNATURE GUARANTEES
Signature guarantees are required for the following redemptions:
. redemptions where the proceeds are to be sent to someone other than the
registered shareowner(s);
. redemptions where the proceeds are to be sent to someplace other than the
registered address; or
. share transfer requests.
The purpose of signature guarantees is to verify the identity of the party
who has authorized a redemption. Signature guarantees will be accepted from any
eligible guarantor institution which participates in a signature guarantee
program. Eligible guarantor institutions include banks, brokers, dealers, credit
unions, national securities exchanges, registered securities associations,
clearing agencies and savings associations. 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.
OTHER REDEMPTION INFORMATION
Normally, the Fund will make payment for all shares redeemed under proper
procedures within one business day of and no more than seven days after receipt
of the request. The Fund may suspend the right of redemption or postpone the
date at times when either the NYSE or the Custodian Bank are closed, or under
any emergency circumstances as determined by the SEC.
If the Fund's Board of Directors determines that it would be detrimental to
the best interests of 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 SEC. 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 Portfolio may be exchanged for
Institutional Class Shares of any other Portfolios. In addition, Institutional
Class Shares of each Portfolio may be exchanged for any other Institutional
Class Shares of a Portfolio included in the Fund or UAM Funds Trust. (See the
list of Portfolios of the Fund--Institutional Class Shares at the end of this
Prospectus.) Exchange requests should be made by calling the Fund or writing to
the UAM Funds Service Center.
<PAGE>
Any exchange will be based on the net asset values of the shares involved.
There is no sales commission or charge of any kind for an exchange. Before
making an exchange into a Portfolio, a shareholder should read its Prospectus
and consider the investment objectives of the Portfolio to be purchased. Call
the UAM Funds Service Center at 1-800-638-7983 for a copy of the Prospectus for
the Portfolio(s). Exchanges can only be made with Portfolios that are registered
for sale in a shareholder's state of residence. 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 have not been issued to the
shareholder and if the registration of the two accounts will be identical.
Requests for exchanges with other Sterling Partners' Portfolios 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 that time will be processed on the next
business day. The Board of Directors may limit frequency and amount of exchanges
permitted. For additional information regarding responsibility for the
authenticity of telephoned instructions, see "REDEMPTION OF SHARES--BY
TELEPHONE" above.
An exchange into another UAM Funds Portfolio is a sale of shares and may
result in a capital gain or loss for income tax purposes. The Fund may modify or
terminate the exchange privilege at any time.
TRANSFER OF REGISTRATION
You may transfer the registration of any of your Fund shares to another
person by writing to UAM Funds, Inc., UAM Funds Service Center, c/o Chase Global
Funds Services Company, P.O. Box 2798, Boston, MA 02208-2798. 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
The net asset value of each Portfolio 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 number of shares outstanding. Net asset value per
share of each Portfolio is determined as of the close of the NYSE on each day
that the NYSE is open for business.
Equity securities listed on a United States 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. Unlisted equity
securities are valued at the last quoted sale price on the day the valuation is
made. Listed and unlisted securities not traded on the valuation date for which
market quotations are readily available are valued at the average between the
bid and asked price at the close of the NYSE on each day that the NYSE is open
for business.
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. 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. Securities purchased with
remaining maturities of 60 days or less are valued at amortized cost when the
Board of Directors determines that amortized cost reflects fair value.
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 Directors.
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The Short-Term Fixed Income Portfolio declares dividends daily and
distributes substantially all of its net investment income monthly. The other
Portfolios will normally distribute substantially all of their net investment
income (for tax purposes) to shareholders in quarterly dividends. If any net
capital gains are realized, the Portfolios will normally distribute them with
the last dividend for the fiscal year. Dividends paid shortly after the purchase
of shares by an investor, although in effect a return of capital, are taxable to
shareholders. You must instruct the Portfolio to pay out dividends and
distributions in cash to you or to reinvest them. The Account Registration Form
has a box for your instructions. Each Portfolio's dividends and capital gains
distributions will be automatically reinvested in additional shares of the
Portfolio unless the Fund is notified in writing that the shareholder elects to
receive distributions in cash. By law, you must pay taxes on any dividend or
interest income you receive on your investments whether distributed in cash or
reinvested in shares. The Portfolio will send you a statement annually telling
you exactly how much dividend income you have earned for income tax
purposes.
<PAGE>
FEDERAL TAXES
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 no less than:
. 98% of its calendar year ordinary income;
. 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 31; and
. 100% of any undistributed ordinary or capital gain net income from the
prior year.
Dividends paid by a Portfolio from net investment income, either in case or
reinvested in shares, will be taxable to shareholders as ordinary income.
Dividends paid from the Balanced and Equity Portfolios will generally qualify in
part for the 70% dividends received deduction for corporations, but the portion
of the dividends so qualified depends on the ratio of the aggregate taxable
qualifying dividend income received by the Portfolio from domestic (U.S.)
sources to the total taxable income of the Portfolio, exclusive of long-term
capital gains.
Distributions paid by a Portfolio from long-term capital gains, either in
cash or additional shares of the Portfolio (and regardless of the length of time
the shares in the Portfolio have been owned by the shareholder), are taxable to
shareholders as such. These distributions 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. Dividends and
distributions may also be subject to state and local taxes. Dividends declared
in October, November, or December to shareholders on record in such 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.
Exchanges and redemptions of shares in a Portfolio are taxable events for
Federal income tax purposes.
The Fund is required by Federal law to withhold 31% of reportable payments
paid to shareholders who have not complied with IRS identification regulations.
In order to avoid this withholding requirement, you must certify that your
Social Security or Taxpayer Identification Number provided is correct and that
either you are not currently subject to backup withholding, or that you are
exempt from backup withholding. This certification must be made on an Account
Registration Form or on a separate Form supplied by the Fund.
STATE AND LOCAL TAXES
Shareholders may also be subject to state and local taxes on distributions
and redemptions. Shareholders should consult with their tax advisers regarding
the tax status of distributions in their state and locality.
INVESTMENT ADVISER
Sterling Capital Management Company is a North Carolina corporation formed
in 1970 and located at One First Union Center, 301 S. College Street, Suite
3200, Charlotte, NC 28202. The Adviser is a wholly-owned subsidiary of United
Asset Management Corporation ("UAM") and provides investment management services
to corporations, pension and profit-sharing plans, trusts, estates and other
institutions and individuals. The Adviser currently has over $1.6 billion in
assets under management.
Since 1982, the Adviser has been involved with the distribution of the
North Carolina Capital Management Trust, which consists of two portfolios, a
bond fund and a money market mutual fund offered exclusively to public units in
the state, the first such fund to be registered with the SEC. As of December 31,
1994, the asset value of this fund was approximately $1.8 billion.
An investment policy committee is responsible for the day-to-day management
of each Portfolio's investments.
Under Investment Advisory Agreements with the Fund, dated as of March 8,
1991, November 25, 1991 and January 2, 1997, the Adviser manages the
investment and reinvestment of the assets of the Portfolios. The Adviser must
adhere to the stated investment objectives and policies of the Portfolios, and
is subject to the control and supervision of the Fund's Board of Directors.
As compensation for its services as an Adviser, each Portfolio pays 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>
<S> <C>
Balanced Portfolio............................................. 0.75%
Equity Portfolio............................................... 0.75%
Small Cap Value Portfolio...................................... 1.00%
Short-Term Fixed Income Portfolio.............................. 0.50%
</TABLE>
<PAGE>
The Adviser has voluntarily agreed to maintain operating expenses of the
Portfolios' Institutional Class Shares from exceeding the following percentage
of each Portfolio's average daily net assets:
<TABLE>
<S> <C>
Balanced Portfolio.......................................... 1.11%
Equity Portfolio............................................ 0.99%
Small Cap Value Portfolio................................... 1.25%
Short-Term Fixed Income Portfolio........................... 0.55%
</TABLE>
The Fund will not reimburse the Adviser for any advisory fees that are
waived or Portfolio expenses that the Adviser may bear on behalf of a Portfolio.
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. Payments made for any of these purposes may be made from the paying
entity's revenues, its profits or any other source available to it. When such
service arrangements are in effect, they are made generally available to all
qualified service providers.
The Distributor, the Adviser and certain of their other affiliates also
participate, at the date of this Prospectus, in an arrangement with Smith Barney
Inc. under which Smith Barney provides certain defined contribution plan
marketing and other shareholder services and receives from such entities .15 of
1% of the daily net asset value of Institutional Class Shares held by Smith
Barney's eligible customer accounts in addition to amounts payable to all
selling dealers. The Fund also compensates Smith Barney for services it
provides to certain defined contribution plan shareholders that are not
otherwise provided by the Administrator.
The Adviser and the Distributor deal with one Service Agent,
Interstate/Johnson Lane, which provides marketing and shareholders services. In
the first year of investment, the Adviser pays the Service Agent amounts which
represent up to 50% of the advisory fee payable from Institutional Class Shares
assets held by eligible customer accounts (without regard to any expense
limitation in effect at that time). The fee rate declines in the second, third
and fourth years.
ADVISER'S HISTORICAL PERFORMANCE
Set forth below are certain performance data provided by the Adviser
pertaining to the composite of separately managed accounts of the Adviser that
are managed with substantially similar (although not necessarily identical)
objectives, policies and strategies as those of the Small Cap Value Portfolio.
The investment returns of the Portfolio may differ from those of the separately
managed accounts because such separately managed accounts may have fees and
expenses that differ from those of the Portfolio. Further, the separately
managed accounts are not subject to investment limitations, diversification
requirements, and other restrictions imposed by the 1940 Act and Internal
Revenue Code; such conditions, if applicable, may have lowered the returns for
the separately managed accounts. The results presented are not intended to
predict or suggest the return to be experienced by the Portfolio or the return
an investor might achieve by investing in the Portfolio.
Sterling Capital Management Small Cap Account Composite Returns
(Percentage Returns Net of Management Fees)
<TABLE>
<CAPTION>
Year to Date Adviser Russell 2000
<S> <C> <C>
(January 1996* - September
1996) 19.52% 10.74%
Value of $1 invested during
1996 $1.195 $1.107
</TABLE>
* The Adviser began managing separately managed accounts using its Small Cap
style in January 1996.
Notes:
1. The Russell 2000 Small Stock Index consists of the 2,000 smallest
stocks in the Russell 3000 Index. The Russell 3000 Index is composed
of equity issues of 3,000 large U.S. companies by market
capitalization representing approximately 98% of the U.S. equity
market. The smallest company has a market value of roughly $25
million. It is an unmanaged index which assumes reinvestment of
dividends and is generally considered representative of securities
similar to those invested in by the Adviser for purpose of the
composite performance numbers set forth above.
<PAGE>
2. The Adviser's average annual management fee over the period January
1996 - September 1996 was 1% or 100 basis points. Net returns to
investors vary depending on the management fee.
ADMINISTRATIVE SERVICES
UAM Fund Services, Inc. ("UAMFSI"), a wholly owned subsidiary of United
Asset Management Corporation, is responsible for performing and overseeing
administrative, fund accounting, dividend disbursing and transfer agent services
provided to the Fund and its portfolios. UAMFSI's principal office is located at
211 Congress Street, Boston, MA 02110. UAMFSI has subcontracted some of these
services to Chase Global Funds Services Company ("CGFSC"), an affiliate of The
Chase Manhattan Bank, by a Mutual Funds Service Agreement dated April 15, 1996.
CGFSC is located at 73 Tremont Street, Boston, MA 02108.
Each Portfolio pays UAMFSI a two part monthly fee: a Portfolio specific fee
which is retained by UAMFSI and a sub-administration fee which UAMFSI in turn
pays to CGFSC (Sub-Administrator, Sub-Transfer Agent and Sub-Dividend Disbursing
Agent). The following Portfolio specific fees are calculated from the aggregate
net assets of each Portfolio:
<TABLE>
<CAPTION>
Rate
----
<S> <C>
Balanced Portfolio............................................... 0.06%
Equity Portfolio................................................. 0.06%
Small Cap Value Portfolio........................................ 0.04%
Short-Term Fixed Income Portfolio................................ 0.04%
</TABLE>
CGFSC's monthly fee for its services is calculated on an annualized basis as
follows:
0.19 of 1% of the first $200 million of combined Fund assets;
0.11 of 1% of the next $800 million of combined Fund assets;
0.07 of 1% of combined Fund assets in excess of $1 billion but less than $3
billion;
0.05 of 1% of combined Fund assets in excess of $3 billion.
Fees are allocated among the Portfolios on the basis of their relative
assets and are subject to a graduated minimum fee schedule per Portfolio, which
starts at $2,000 per month and increases to $70,000 annually after two years. If
a separate class of shares is added to a Portfolio, its minimum annual fee
increases by $20,000.
DISTRIBUTOR
UAM Fund Distributors, Inc., a wholly-owned subsidiary of United Asset
Management Corporation, with its principal office located at 211 Congress
Street, Boston, MA 02110, distributes the shares of the Fund. Under the Fund's
Distribution Agreement (the "Agreement"), the Distributor, as agent for the
Fund, agrees to use its best efforts as sole distributor of Fund shares. The
Distributor does not receive any fee or other compensation under the Agreement
with respect to the Institutional Class Shares offered in this Prospectus. The
Agreement continues in effect as long as it is approved at least annually by the
Fund's Board of Directors. Those approving the Agreement must include a majority
of Directors who are neither parties to the Agreement nor interested persons of
any such party. The Agreement provides that the Fund will bear costs of
registration of its shares with the SEC and various states as well as the
printing of its prospectuses, its SAI and its reports to shareholders.
PORTFOLIO TRANSACTIONS
The Advisory Agreements authorize the Adviser to select the brokers or
dealers that will execute the purchases and sales of investment securities for
each Portfolio. The Agreements direct the Adviser to use its best efforts to
obtain the best available price and most favorable execution for all
transactions of the Portfolios. If consistent with the interests of the
Portfolios, the Adviser may select brokers on the basis of research, statistical
and pricing services these brokers provide to the Portfolios in addition to
required Adviser services. Such brokers may be paid a higher commission 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 the 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. Although not a typical practice, the Adviser may place portfolio
orders with qualified broker-dealers who refer clients to the Adviser. If a
purchase or sale of securities is consistent with the investment policies of a
Portfolio and one or more 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,
allocations are subject to periodic review by the Fund's Directors.
<PAGE>
GENERAL INFORMATION
DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized as a Maryland corporation on October 11, 1988 under
the name "ICM Fund, Inc.". 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 Articles of Incorporation, as amended, permit
the Directors to issue three billion shares of common stock, with an $.001 par
value. The Directors have the power to designate one or more series of shares of
common stock and to classify or reclassify any unissued shares without further
action by shareholders. Currently the Fund offers shares of more than 35
Portfolios. At its discretion, the Board of Directors may create additional
Portfolios and Classes of shares.
The shares of each Portfolio are fully paid and nonassessable, have no
preference as to conversion, exchange, dividends, retirement or other features
and have no pre-emptive rights. They 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. A shareholder is entitled to one vote
for each full share held (and a fractional vote for each fractional share held),
then standing in his or her name on the books of the Fund.
Both Institutional Class and Institutional Service Class Shares represent
an interest in the same assets of a Portfolio. Service Class Shares bear certain
expenses related to shareholder servicing and may bear expenses related to
distribution. Service Class Shares have exclusive voting rights with respect to
matters relating to such distribution expenditures. Information about the
Service Class Shares of the Portfolios is available upon request by contacting
the UAM Funds Service Center.
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. The Fund will assist
shareholder communications in such matters.
CUSTODIAN
The Chase Manhattan Bank serves as Custodian of the Fund's assets.
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP are the independent accountants for the Fund.
SUB-ADMINISTRATOR, SUB-TRANSFER AGENT AND SUB-DIVIDEND DISBURSING AGENT
Chase Global Funds Services Company, 73 Tremont Street, Boston, MA 02108,
acts as sub-administrator, sub-transfer agent and sub-dividend disbursing agent
for the Fund.
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 contacting the UAM Funds Service
Center at the address or number listed on the cover of this Prospectus.
LITIGATION
The Fund is not involved in any litigation.
<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.
Mary Rudie Barneby*
1133 Avenue of the Americas
New York, NY 10036
Age: 44
Director and Executive Vice President of the Fund; President of UAM Retirement
Plan Services since 1993; Former President of UAM Fund Distributors, Inc.;
Formerly responsible for Defined Contribution Plan Services at a division of the
Equitable Companies, Dreyfus Corporation and Merrill Lynch.
John T. Bennett, Jr.
College Road-RFD 3
Meredith, NH 03253
Age: 67
Director of the Fund; President of Squam Investment Management Company, Inc. and
Great Island Investment Company, Inc.; President of Bennett Management Company
from 1988 to 1993.
J. Edward Day
5804 Brookside Drive
Chevy Chase, MD 20815
Age: 81
Director of the Fund; Retired Partner in the Washington office of the law firm
Squire, Sanders & Dempsey; Director, Medical Mutual Liability Insurance Society
of Maryland; Formerly, Chairman of The Montgomery County, Maryland Revenue
Authority.
Philip D. English
16 West Madison Street
Baltimore, MD 21201
Age: 48
Director of the Fund; President and Chief Executive Officer of Broventure
Company, Inc.; Chairman of the Board of Chektec Corporation and Cyber
Scientific, Inc.
William A. Humenuk
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103
Age: 54
Director of the Fund; Partner in the Philadelphia office of the law firm Dechert
Price & Rhoads; Director, Hofler Corp.
Norton H. Reamer*
One International Place
Boston, MA 02110
Age: 60
Director, President and Chairman of the Fund; President, Chief Executive Officer
and a Director of United Asset Management Corporation; Director, Partner or
Trustee of each of the Investment Companies of the Eaton Vance Group of Mutual
Funds.
Peter M. Whitman, Jr.*
One Financial Center
Boston, MA 02111
Age: 52
Director of the Fund; President and Chief Investment Officer of Dewey Square
Investors Corporation ("DSI") since 1988; Director and Chief Executive Officer
of H.T. Investors, Inc., formerly a subsidiary of DSI.
William H. Park*
One International Place
Boston, MA 02110
Age: 49
Vice President of the Fund; Executive Vice President and Chief Financial Officer
of United Asset Management Corporation.
Gary L. French*
211 Congress Street
Boston, MA 02111
Age: 45
Treasurer of the Fund; President and Chief Executive Officer of UAM Fund
Services, Inc.; President of UAM Fund Distributors, Inc.; formerly Vice
President-Operations Development and Control of Fidelity Investment
Institutional Services from February 1995 to August 1995; Treasurer of the
Fidelity Group of Funds from 1991 to February 1995.
Michael DeFao*
211 Congress Street
Boston, MA 02110
Age: 28
Secretary of the Fund; Vice President and General Counsel of UAM Fund Services,
Inc. and UAM Fund Distributors, Inc.; formerly an Associate of Ropes & Gray (a
law firm) from 1993 to February 1995.
* These people are deemed to be "interested persons" of the Fund as that
term is defined in the 1940 Act.
<PAGE>
Robert R. Flaherty
211 Congress Street
Boston, MA 02108
Age: 32
Assistant Treasurer of the Fund; Vice President of UAM Fund Services, Inc.;
formerly Manager of Fund Administration and Compliance of the Sub-Administrator
from March 1995 to July 1996; Senior Manager of Deloitte & Touche LLP from 1985
to 1995.
Karl O. Hartmann*
73 Tremont Street
Boston, MA 02108
Age: 41
Assistant Secretary of the Fund; Senior Vice President, Secretary and General
Counsel of Sub-Administrator; formerly Senior Vice President, Secretary and
General Counsel of Leland, O'Brien, Rubinstein Associates, Inc. from November
1990 to November 1991.
* These people are deemed to be "interested persons" of the Fund as that term
is defined in the 1940 Act.
<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&B Equity Portfolio for Taxable Investors
C&B Mid Cap 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
DSI Balanced Portfolio
FIDUCIARY MANAGEMENT ASSOCIATES, INC.
FMA Small Company Portfolio
FIRST PACIFIC ADVISERS, INC.
FPA Crescent 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 Mid Cap Portfolio
Rice, Hall James Small Cap Portfolio
<PAGE>
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
STERLING CAPITAL MANAGEMENT COMPANY
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio
Sterling Partners' Small Cap Value Portfolio
Sterling Partners' Short-Term Fixed Income Portfolio
THOMPSON, STEGEL & WALMSLEY, INC.
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio
<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
- --------------------------------------------------------------------------------
STERLING PARTNERS' PORTFOLIOS
Institutional Service Class Shares
Investment Adviser: Sterling Capital Management Company
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PROSPECTUS--January 2, 1997
INVESTMENT OBJECTIVES
UAM Funds, Inc. (the "Fund") is an open end, management investment company
known as a "mutual fund" It was organized as a Maryland corporation. The Fund
consists of multiple series of shares (known as "Portfolios"), each of which has
a different investment objective and different investment policies. The
Portfolios currently offer two separate classes of shares: Institutional Class
Shares and Institutional Service Class Shares ("Service Class Shares"). Shares
of each class represent equal, pro rata interests in a Portfolio and accrue
dividends in the same manner except that Service Class Shares bear fees payable
by the class (at the maximum rate of .25% per annum) to financial institutions
for services they provide to the owners of such shares. (See "SERVICE AND
DISTRIBUTION PLANS.") The securities offered in this Prospectus are Service
Class Shares of the four Portfolios of the Fund managed by Sterling Capital
Management Company.
Sterling Partners' Balanced Portfolio. The objective of the Sterling Partners'
Balanced Portfolio ("Balanced Portfolio") is to provide maximum long-term total
return consistent with reasonable risk to principal, by investing in a balanced
portfolio of common stocks and fixed income securities.
Sterling Partners' Equity Portfolio. The objective of the Sterling Partners'
Equity Portfolio ("Equity Portfolio") is to provide maximum long term total
return consistent with reasonable risk to principal, by investing primarily in
common stocks.
Sterling partners' Small Cap Value Portfolio. The objective of the Sterling
Partners' Small Cap Value Portfolio ("Small Cap Value Portfolio") is to provide
maximum long-term total return consistent with reasonable risk to principal. by
investing primarily in equity securities of smaller companies, in terms of
market capitalization.
Sterling Partners' Short-Term Fixed Income Portfolio. The objective of the
Sterling Partners' Short-Term Fixed Income Portfolio ("Short-Term Fixed Income
Portfolio") is to provide a high level of current income consistent with the
maintenance of principal and liquidity by investing primarily in investment
grade fixed income securities with an average weighted maturity between 1 and 3
years.
There can be no assurance that any of the Portfolios will meet its stated
objective.
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ABOUT THIS PROSPECTUS
Keep this Prospectus for future reference. It contains information that you
should know before you invest. A "Statement of Additional Information" ("SAI")
containing additional information about the Fund has been filed with the
Securities and Exchange Commission. The SAI is dated January 2, 1997 and has
been incorporated by reference into this Prospectus. For a free copy of the SAI
write to the Fund at the address above or call the UAM Funds Service Center at
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>
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
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PROSPECTUS
Dated January 2, 1997
Investment Adviser
STERLING CAPITAL MANAGEMENT COMPANY
One First Union Center
301 S. College Street, Suite 3200
Charlotte, NC 28202
(704) 372-8670
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Distributor
UAM FUND DISTRIBUTORS, INC.
211 Congress Street
Boston, MA 02110
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
<S> <C>
Fund Expenses...................................................... 2
Prospectus Summary................................................. 3
Risk Factors....................................................... 4
Performance Calculations........................................... 4
Investment Objectives.............................................. 4
Investment Policies................................................ 5
Other Investment Policies.......................................... 7
Investment Limitations............................................. 9
Purchase of Shares................................................. 10
Redemption of Shares............................................... 12
Service and Distribution Plans..................................... 13
Shareholder Services............................................... 14
Valuation of Shares................................................ 14
Dividends, Capital Gains Distributions and Taxes................... 15
Investment Adviser................................................. 15
Adviser's Historical Performance................................... 16
Administrative Services............................................ 17
Distributor........................................................ 17
Portfolio Transactions............................................. 18
General Information................................................ 18
Directors and Officers............................................. 20
</TABLE>
No person has been authorized to give any information or to make any
representation 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>
FUND EXPENSES
The following table illustrates the expenses and fees a Service Class
shareholder of the Portfolios will incur. 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>
Short-Term Small Cap
Balanced Equity Fixed Income Value
Portfolio Portfolio Portfolio Portfolio
Service Service Service Service
Class Class Class Class
Shares Shares Shares Shares
------ ------ ------ ------
<S> <C> <C> <C> <C>
Sales Load Imposed on Purchases ....................... NONE NONE NONE NONE
Sales Load Imposed on Reinvested Dividends............ NONE NONE NONE NONE
Deferred Sales Load ................................... NONE NONE NONE NONE
Redemption Fees........................................ NONE NONE NONE NONE
Exchange Fees.......................................... NONE NONE NONE NONE
</TABLE>
The table below shows the various expenses an investor in the Service Class
Shares of the Portfolios would bear directly or indirectly. The expenses and
fees listed are based on the operations of the Balanced, Equity and Short-Term
Fixed Income Portfolios' Institutional Class Shares during the fiscal year ended
October 31, 1995, except that such information has been restated to include 12b-
1 fees and to reflect current administrative fees. The fees and expenses set
forth above for the Sterling Partners' Small Cap Value Portfolio Service Class
Shares are estimated amounts for its first year of operations assuming average
net assets of $25 million.
Annual Fund Operating Expenses
(As a Percentage of Average Net Assets)
<TABLE>
<CAPTION>
Short-Term Small Cap
Balanced Equity Fixed Income Value
Portfolio Portfolio Portfolio Portfolio
Service Service Service Service
Class Class Class Class
Shares Shares Shares Shares
------- ------ ------- --------
<S> <C> <C> <C> <C>
Investment Advisory Fees................................. 0.75% 0.75% 0.50% 1.00%
Administrative Fees...................................... 0.19% 0.35% 0.37% 0.19%
12b-1 Fees (Including Shareholder Servicing Fees)* ...... 0.25% 0.25% 0.125% 0.25%
Other Expenses........................................... 0.08% 0.19% 0.16% 0.06%
Advisory Fees Waived .................................... -- (0.29)% (0.48)% --
------ ------- ------ -------
Total Operating Expenses (After Fee Waivers) 1.27% 1.25%**+ 0.675%** 1.50%
</TABLE>
* See "Service and Distribution Plans."
** Without the Adviser's fee waiver, annualized Total Operating Expenses of the
Equity and Short-Term Fixed Income Portfolios Service Class Shares for the
fiscal year ended October 31, 1995 would have been 1.54% and 1.155%,
respectively.
+ The annualized Total Operating Expenses excludes the effect of expense
offsets. If expense offsets were included, annualized Total Operating
Expenses of the Equity Portfolio Service Class Shares would be 1.24%.
The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume operating expenses otherwise payable by the Portfolios (if
necessary) in order to keep the expense ratios of (i) the Balanced Portfolio
Service Class Shares from exceeding 1.36% of its average daily net assets; (ii)
the Equity Portfolio Service Class Shares from exceeding 1.24% of its average
daily net assets; (iii) the Short-Term Fixed Income Portfolio Service Class
Shares from exceeding 0.675% of its average daily net assets; and (iv) the Small
Cap Value Portfolio Service Class Shares from exceeding 1.50% of its average
daily net assets. The Fund will not reimburse the Adviser for any advisory fees
that are waived or Portfolio expenses that the Adviser may bear on behalf of a
Portfolio.
The following example shows 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. The Portfolios charge
no redemption fees of any kind.
<PAGE>
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------- ------- ------- --------
<S> <C> <C> <C> <C>
Balanced Portfolio Service Class Shares $13 $32 $56 $125
Equity Portfolio Service Class Shares $13 $40 $69 $151
Short-Term Fixed Income Portfolio Service Class Shares $7 $22 $38 $84
Small Cap Value Portfolio Service Class Shares $15 $47 * *
</TABLE>
* As the Small Cap Value Portfolio Service Class 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.
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Note to Expense Table
The information set forth in the table and example above relates only to
Service Class Shares of the Portfolios. Service Class Shares are subject to
different total fees and expenses than Institutional Class Shares. Service
Agents may charge other fees to their customers who are beneficial owners of
Service Class Shares in connection with their customer accounts. (See "SERVICE
AND DISTRIBUTION PLANS.")
PROSPECTUS SUMMARY
INVESTMENT ADVISER
Sterling Capital Management Inc. (the "Adviser"), an investment
counseling firm founded in 1970, is the investment adviser to the Fund's
Sterling Partners' Portfolios. The Adviser currently manages over $1.6 billion
in assets for institutional clients and high net worth individuals. (See
"INVESTMENT ADVISER.")
PURCHASE OF SHARES
Shares of each Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor"). The shares are available to investors at net asset value
without a sales commission. Shares can be purchased by sending investments
directly to the Fund. The minimum initial investment for the Service Class
Shares is $100,000. The minimum for subsequent investments is $100. The minimum
initial investment for IRA accounts is $500. Minimum initial investment for
spousal IRA accounts is $250. Certain exceptions to the initial or minimum
investment amounts may be made by Fund officers. (See "PURCHASE OF
SHARES.")
DIVIDENDS AND DISTRIBUTIONS
Each Portfolio will normally distribute substantially all of its net
investment income in quarterly dividends. Each Portfolio will also annually
distribute any realized net capital gains. Distributions will automatically be
reinvested in Portfolio shares unless an investor elects to receive cash
distributions. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES.")
REDEMPTIONS AND EXCHANGES
Shares of each Portfolio may be redeemed without cost at any time, at
the net asset value of the Portfolio next determined after receipt of the
redemption request. The redemption price may be more or less than the purchase
price. (See "REDEMPTION OF SHARES.")
ADMINISTRATIVE SERVICES
UAM Fund Services, Inc. (the "Administrator"), a wholly-owned subsidiary
of United Asset Management Corporation, is responsible for performing and
overseeing administration, fund accounting, dividend disbursing and transfer
agent services for the Fund. (See "ADMINISTRATIVE SERVICES.")
<PAGE>
RISK FACTORS
The value of the Portfolios' shares can be expected to fluctuate in
response to changes in market and economic conditions as well as the financial
conditions and prospects of the issuers in which the Portfolios invest.
Prospective investors in the Fund should consider the following: (1) The fixed
income securities held by the Balanced Portfolio and the Short-Term Fixed Income
Portfolio will be affected by general changes in interest rates resulting in
increases or decreases in the value of the obligations held by each Portfolio.
The value of the securities held by the Portfolios can be expected to vary
inversely with changes in prevailing interest rates, i.e., as interest rates
decline, market value tends to increase and vice versa; (2) The common stock of
companies having small market capitalizations held by the Portfolios, may
exhibit greater volatility than common stock of companies having larger
capitalizations; (3) Each Portfolio may invest a portion of its assets in
derivatives including futures contracts and options. (See "FUTURES CONTRACTS AND
OPTIONS.") (4) Each Portfolio may use various investment practices involving
special considerations, including investing in repurchase agreements, when
issued, forward delivery and delayed settlement securities. (See "Other
Investment Policies.")
PERFORMANCE CALCULATIONS
Each Portfolio may advertise or quote yield data from time to time. The
SEC yield of a Portfolio is computed based on the net income of the Portfolio
during a 30-day (or one month) period, which period will be identified with the
particular yield quotation. SEC yield is computed by dividing the Portfolio's
net income per share during a 30-day (or one month) period by the maximum
offering price per share on the last day of the period. The result is annualized
by computing a semi-annual yield, which is then multiplied by two to reflect an
annualized yield. This SEC yield calculation method is consistent with the bond
equivalent yield method of computing yields.
Each Portfolio may advertise or quote total return data. Total return is
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 period. Aggregate total return reflects the total
percentage change in value over a period. Both methods assume dividends and
capital gains distributions are reinvested.
Performance is calculated separately for Institutional Class and Service
Class Shares. Dividends paid by a Portfolio with respect to Institutional Class
and Service Class Shares, to the extent any dividends are paid, will be
calculated in the same manner at the same time on the same day and will be in
the same amount, except that service fees, distribution charges and incremental
transfer agency costs relating to Service Class Shares will be borne exclusively
by that class.
The Portfolios' Annual Report to Shareholders for the most recent fiscal
year end contains additional performance information that includes comparisons
with appropriate indices. The Annual Report is available without charge. Write
to the Fund at the address on the cover of this Prospectus or call the UAM Funds
Service Center.
INVESTMENT OBJECTIVES
Sterling Partners' Balanced Portfolio. The objective of the Balanced Portfolio
is to provide maximum long-term return consistent with reasonable risk to
principal, by investing in a balanced portfolio of common stocks and fixed
income securities. A typical asset mix for the Portfolio is expected to be 60%
in equities and 40% in fixed income securities and cash. The total return on the
Portfolio will consist of both capital appreciation and income, with the
relative proportions depending upon the underlying asset mix as well as specific
security holdings.
Sterling Partners' Equity Portfolio. The objective of the Equity Portfolio is
to provide maximum long-term total return consistent with reasonable risk to
principal, by investing primarily in common stocks. The Portfolio may also
invest in other equity-related securities such as preferred stocks, convertible
preferred stocks, convertible bonds, options, futures, rights and warrants.
Sterling Partners' Small Cap Value Portfolio. The objective of the Small Cap
Value Portfolio is to provide maximum long-term total return consistent with
reasonable risk to principal by investing primarily in equity securities of
smaller companies, in terms of market capitalization. The equity securities in
which the Portfolio may invest consist of common stocks (both domestic and
international) preferred stocks, convertible bonds, distressed bonds with a high
likelihood of future equity conversion, options, futures, rights and
warrants.
Sterling Partners' Short-Term Fixed Income Portfolio. The objective of the
Short-Term Fixed Income Portfolio is to provide investors with a high level of
current income consistent with the maintenance of principal and liquidity by
investing primarily in investment grade fixed income securities with an average
weighted maturity between 1 and 3 years. Investments in this Portfolio represent
a middle ground between the risk associated with short-term money market
accounts and longer term bond funds. Investors in this Portfolio seek
incremental returns to money market accounts but do not want the down side
exposure to longer term bond funds in a risky interest rate environment.
<PAGE>
INVESTMENT POLICIES
Sterling Partners' Balanced Portfolio. The Balanced Portfolio incorporates
within a single investment vehicle the two investment disciplines employed by
the Adviser. The first discipline provides for stock selection; and the second
chooses among fixed income securities, including coupon bonds, zero coupon bonds
and cash equivalents. A targeted asset mix for the Portfolio is expected to be
60% in equities and 40% in fixed income securities and cash. However, at least
25% of the Portfolio's total assets will always be invested in fixed income
senior securities, including debt securities and proferred stocks.
Individual equity securities are selected using approaches identical to
those described below for the Equity Portfolio. Simply stated, the Adviser's
stock selection is designed to identify equities priced at a discount from the
estimated value of their underlying businesses.
The universe of stocks the Adviser chooses from is focused on larger
capitalization issues. While the Portfolio may invest in small capitalization
companies, the majority of stocks in the Portfolio will have a market
capitalization in excess of $500 million at the time of purchase; and the
Adviser will strive to maintain an average market capitalization in excess of
$10 billion. This further ensures the quality and stability of the Portfolio.
For further information, see "INVESTMENT OBJECTIVES AND POLICIES--SMALL
CAPITALIZATION COMPANIES" in the SAI.
The fixed income portion of the Portfolio will be invested primarily in
investment grade securities of varying maturities. These include securities of
the U.S. Government and its agencies, corporate bonds, mortgage-backed
securities, asset-backed securities, and various short-term instruments such as
commercial paper, U.S. Treasury bills, and certificates of deposit.
Within the Portfolio, fixed income investments are regarded as
opportunities for capital appreciation, as a source of liquidity and as a means
to reduce overall portfolio volatility. The management of the fixed income
segment consists of three important steps. First, the Adviser uses proprietary
analytical tools to manage the interest rate risk of the Portfolio. After
arriving at an appropriate average maturity for the Portfolio, the Adviser uses
a "top down" approach to select the most attractively valued sectors for the
fixed income investments. Finally, the Adviser analyzes the spectrum of the
yield curve to identify the most desirable maturities at which to invest the
Portfolio. The Adviser's fixed income strategy emphasizes quality and capital
preservation.
Sterling Partners' Equity Portfolio. The Equity Portfolio seeks to achieve its
objective by investing, under normal circumstances, at least 65% of its total
assets in common stocks. The Portfolio may also invest in other equity related
securities such as preferred stocks, convertible preferred stocks, convertible
bonds, options, futures, rights, and warrants. However, at all times, the
Portfolio's primary interest will be direct ownership of common equity stocks.
It is anticipated that cash reserves will represent a relatively small
percentage of the Portfolio's assets (generally less than 10%).
The Adviser's stock selection process focuses on identifying securities
which are priced below the estimated value of the underlying business. As such,
the Adviser approaches each investment as a businessman would approach a private
transaction. All factors relevant to the worth of an ongoing business are
examined using traditional fundamental securities analysis. Such factors include
balance sheet quality, normalized earnings power, industry stability, capital
intensity, reinvestment opportunities, and management talent. This
"businessman's approach" is designed to result in a high quality portfolio.
The Adviser's sell discipline is as important as its buy discipline. For
every stock it buys, it defines in writing the thesis for owning it. Each thesis
rests on the fundamental factors noted above. Any stock that underperforms its
sector is reviewed against a pre-written outline, and those which fail to
demonstrate fundamental progress in keeping with the original thesis are
sold.
The universe of stocks the Adviser chooses from is mainly limited to
larger capitalization issues. The Portfolio may invest in small capitalization
companies, with a minimum market capitalization of $500 million at the time of
purchase; however, the Adviser strives to maintain an average market
capitalization in excess of $10 billion. This further ensures the quality and
stability of the Portfolio. For further information, see "INVESTMENT OBJECTIVES
AND POLICIES--SMALL CAPITALIZATION COMPANIES" in the SAI.
Another important aspect of the Adviser's approach is an emphasis on
diversification across a wide range of industries. It divides the S&P 500 into
industry groupings, and uses the groupings as a comparison yardstick for the
Portfolio. The Adviser's policies seek to ensure a healthy representation
within each sector. The result is that volatility may be controlled within an
acceptable range.
The Adviser anticipates that the majority of the investments will be in
United States based companies. However, from time to time, shares of foreign
based companies may also be purchased. The most common vehicle for such
purchases will be American Depository Receipts ("ADRs") which are U.S. domestic
securities representing ownership rights in foreign companies. Under normal
circumstances, investments in foreign based companies will not comprise more
than 20% of the Portfolio assets. Most ADRs are traded on a U.S. stock exchange.
Issuers of unsponsored ADRs are not continually obligated to disclose material
information in the U.S. and therefore, there may not be a correlation between
such information and the market value of the unsponsored ADR. For further
information, see "INVESTMENT OBJECTIVES AND POLICIES - AMERICAN DEPOSITARY
RECEIPTS in the SAI.
<PAGE>
Sterling Partners' Small Cap Value Portfolio. The Sterling Partners'
Small Cap Value Portfolio seeks to achieve its objective by investing, under
normal circumstances, at least 65% of its total assets in equity securities of
small companies, in terms of market capitalization. The Portfolio may invest in
both domestic and international common stocks, preferred stocks, convertible
preferred stocks, convertible bonds, distressed bonds with a high likelihood of
future equity conversion, options, futures, rights and warrants. It is
anticipated that cash reserves will represent a relatively small percentage of
the Portfolio's assets (generally less than 10%).
The Adviser anticipates that the majority of the investments will be in
United States based companies. However, from time to time, shares of foreign
based companies may also be purchased. The most common vehicle for such
purchases will be American Depositary Receipts ("ADRs"), which are U.S. domestic
securities representing ownership rights in foreign companies. Under normal
circumstances, investments in foreign based companies will not comprise more
than 20% of the Portfolio's assets.
The Adviser's stock selection process focuses on identifying securities
which are priced below the estimated value of the underlying business. As such,
the Adviser approaches each investment as a businessman would approach a private
transaction. All factors relevant to the worth of an ongoing business are
examined using traditional fundamental securities analysis. Such factors include
balance sheet quality, normalized earnings power, industry stability, capital
intensity, reinvestment opportunities, and management talent. This
"businessman's approach" is designed to result in a high quality portfolio.
The Adviser's sell discipline is as important as its buy discipline. For
every stock it buys, it defines in writing the thesis for owning it. Each thesis
rests on the fundamental factors noted above. Any stock that underperforms its
sector is reviewed against a pre-written outline, and those which fail to
demonstrate fundamental progress in keeping with the original thesis are
sold.
The Portfolio will invest primarily in equity securities having a market
capitalization of $1 billion or less at the time of purchase.
Sterling Partners' Short-Term Fixed Income Portfolio. The Short-Term Fixed
Income Portfolio seeks to achieve its objective by investing, under normal
circumstances, at least 65% of its total assets in the following fixed income
instruments:
(1) Short-term and intermediate-term corporate debt securities rated A
or better by Moody's Investors Service, Inc. ("Moody's") or by
Standard & Poor's Corporation ("S&P");
(2) U.S. Treasury and U.S. Government agency obligations;
(3) Bank obligations, including certificates of deposit and bankers'
acceptances;
(4) Commercial paper rated A-1 by S&P or Prime-1 by Moody's; and
(5) Repurchase agreements collateralized by these securities.
In an effort to minimize fluctuations in market value, the Short-Term
Fixed Income Portfolio is expected to maintain an average weighted maturity
between 1 and 3 years. The Short-Term Fixed Income Portfolio may also hold
securities of foreign issuers provided such securities are denominated in U.S.
dollars, and may invest in bond (interest rate) futures and options to a limited
extent. (See "OTHER INVESTMENT POLICIES" for a description of these and other
investment practices of the Portfolio).
With respect to the Balanced and Short-Term Fixed Income Portfolios, the
Adviser reserves the right to retain securities which are downgraded by either
Moody's or S&P or both, if in the Adviser's judgment, considering market
conditions, the retention of such securities is warranted.
OTHER INVESTMENT POLICIES
SHORT-TERM INVESTMENTS
<PAGE>
In order to earn a return on uninvested assets, meet anticipated redemptions, or
for temporary defensive purposes, the Portfolios may invest a portion of their
assets in domestic and foreign money market instruments including certificates
of deposit, bankers acceptances, time deposits, U.S. Government obligations,
U.S. Government agency securities, short-term corporate debt securities, and
commercial paper rated A-1 or A-2 by Standard & Poor's Corporation or Prime-1 or
Prime-2 by Moody's Investors Service, Inc. or if unrated, determined by the
Adviser to be of comparable quality.
The Fund has received permission from the Securities and Exchange Commission
(the "SEC") 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 tax-exempt money 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 SEC for each of its Portfolios to
invest, for cash management purposes, the greater of 5% of its total assets or
$2.5 million in the UAM Funds' DSI Money Market Portfolio (See "INVESTMENT
COMPANIES").
<PAGE>
REPURCHASE AGREEMENTS
Each Portfolio may invest in repurchase agreements collateralized by
U.S. Government securities. In addition, the Portfolios may invest in repurchase
agreements collateralized by certificates of deposit, and certain bankers'
acceptances and other securities outlined above under "SHORT-TERM INVESTMENTS."
In a repurchase agreement, a Portfolio buys a security and simultaneously
commits to sell that security back at an agreed upon price plus an agreed upon
market rate of interest. Under a repurchase agreement, the seller will be
required to maintain the value of the securities subject to the agreement at not
less than 100% of the repurchase price if such securities mature in more than
one year. UAMFSI and the Adviser will mark to market daily the value of the
securities to be purchased.
The Fund has received permission from the SEC to pool daily uninvested
cash balances of the Fund's Portfolios in order to invest in repurchase
agreements on a joint basis. By entering into joint repurchase agreements, a
Portfolio may incur lower transactions costs and earn higher rates of interest
on joint repurchase agreements. Each Portfolio's contribution would determine
its return from a joint repurchase agreement.
PORTFOLIO TURNOVER
It is expected that the annual portfolio turnover rate for the Balanced,
Equity and Small Cap Value Portfolios will not exceed 100%. The Balanced, Equity
and Small Cap Value Portfolios will not trade in securities for short-term
profits, but when circumstances warrant, securities may be sold without regard
to length of time held. The Portfolios will not normally engage in short-term
trading but each reserves the right to do so.
The Short-Term Fixed Income Portfolio may have a high portfolio turnover
rate due to the short maturities of the securities purchased. However, this high
turnover rate should not increase the Portfolio's cost since brokerage
commissions are not normally charged on the purchase or sale of fixed income
securities. In addition to Portfolio trading costs, higher rates of portfolio
turnover may result in the realization of capital gains. (See "Dividends,
Capital Gains Distributions and Taxes" for information on taxation.)
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. "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 and 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. No payment or delivery is made by a Portfolio until it
receives payment or delivery from the other party to any of the above
transactions. Each 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 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.
If 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 - not for investment leverage.
FUTURES CONTRACTS AND OPTIONS
In order to remain fully invested and to reduce transaction costs, the
Balanced Portfolio may invest in stock and bond futures and interest rate
futures contracts; the Equity and the Small Cap Value Portfolios may invest in
stock futures and options; and the Short-Term Fixed Income Portfolio may invest
in bond, bond index, and interest rate futures and options thereon. Because
transaction costs associated with futures and options may be lower than the
costs of investing in stocks and bonds directly, it is expected that the use of
index futures and options to facilitate cash flows may reduce a Portfolio's
overall transaction costs. Each Portfolio may enter into futures contracts
provided that not more than 5% of the Portfolio's assets are required as margin
deposit to secure obligations under such contracts. A Portfolio will engage in
futures and options transactions for hedging purposes only.
Futures and options can be volatile and involve various degrees and
types of risk. If the Portfolio judges market conditions incorrectly or employs
a strategy that does not correlate well with its investments, use of futures and
options contracts could result in a loss. The Portfolio could also suffer losses
if it is unable to liquidate its position due to an illiquid secondary market.
In the opinion of the Directors of the Fund, the risk that the 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
<PAGE>
secondary market.
RESTRICTED SECURITIES
Each Portfolio may purchase restricted securities that are not
registered for sale to the general public but which are eligible for resale to
qualified institutional investors under Rule 144A of the Securities Act of 1933.
Under the supervision of the Fund's Board of Directors, the Adviser determines
the liquidity of such investments by considering all relevant factors. Provided
that a dealer or institutional trading market in such securities exists, these
restricted securities are not treated as illiquid securities for purposes of a
Portfolio's investment limitations. A Portfolio will invest no more than 10% of
its net assets in illiquid securities. The prices realized from the sales of
these securities could be less than those originally paid by the Portfolio or
less than what would be considered fair value of such securities.
INVESTMENT COMPANIES
Each Portfolio reserves the right to invest up to 10% of its total
assets, calculated at the time of investment, in 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 securities of any one investment company nor may
it acquire more than 3% of the voting securities of any 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 SEC to allow each of its
Portfolios to invest, for cash management purposes, the greater of 5% of its
total assets or $2.5 million in the Fund's DSI Money Market Portfolio 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 Directors may change such policies without an affirmative vote of a
majority of the outstanding voting securities of a Portfolio, as defined
in the Investment Company Act of 1940 ("1940 Act").
INVESTMENT LIMITATIONS
A 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 any
single issuer (other than obligations issued or guaranteed as to
principal and interest by the government of the U.S. 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) 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;
(d) acquire any securities 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 a
Portfolio adopts a temporary defensive position;
(e) make loans except (i) by purchasing bonds, debentures or similar
obligations which are publicly distributed, (including
repurchase agreements provided, however, that repurchase
agreements maturing in more than seven days, together with
securities which are not readily marketable, will not exceed
10% of the Portfolio's total assets and for the Small Cap
Value Portfolio, will not exceed 15% of its total assets),
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 SEC thereunder;
(f) borrow, except from banks and as a temporary measure for
extraordinary or emergency purposes and then, in no event, in
excess of 10% of the Portfolio's gross assets valued at the
lower of market or cost (33 1/3% for the Small Cap Value Port-
folio), and a Portfolio may not purchase additional securities
when borrowings exceed 5% of total gross assets; or
(g) pledge, mortgage or hypothecate any of its assets to an extent
greater than 10% of its total assets at fair market value
(33 1/3% for the Small Cap Value Portfolio).
<PAGE>
The investment limitations described here and in the Statement of
Additional Information are fundamental policies and may be changed only with the
approval of the holders of a majority of the outstanding shares 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.
PURCHASE OF SHARES
Shares of each Portfolio and Class are offered through UAM Fund
Distributors, Inc. (the "Distributor") without a sales commission, at the net
asset value per share next determined after an order is received by the Fund or
the designated Service Agent. (See "Service and Distribution Plans" and
"Valuation of Shares.") The minimum initial investment required is $100,000.
Certain exceptions may be made by the officers of the Fund. The minimum for
subsequent investments is $1,000. The initial investment minimum for IRA
accounts is $500. The initial investment for a spousal IRA is $250.
The Portfolios issue two classes of shares: Institutional Class and
Service Class. The two classes of shares each represent interests in the same
portfolio of investments, have the same rights and are identical in all
respects, except that the Service Class Shares offered by this Prospectus bear
shareholder servicing expenses, may in the future bear distribution plan
expenses, and have exclusive voting rights with respect to the Rule 12b-1
Distribution Plan pursuant to which the distribution fee may be paid. The two
classes have different exchange privileges. (See "Exchange Privilege.") The net
income attributable to Service Class Shares and the dividends payable on Service
Class Shares will be reduced by the amount of the shareholder servicing and
distribution fees; accordingly, the net asset value of the Service Class Shares
will be reduced by such amount to the extent the Portfolio has undistributed net
income.
Shares of the Portfolio may be purchased by customers of broker-dealers
or other financial intermediaries ("Service Agents") that have established a
shareholder servicing relationship with the Fund on behalf of their customers.
Service Agents may impose additional or different conditions or other accounts
fees on the purchase and redemption of Portfolio shares by their customers. 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 would not be imposed if shares of the Portfolio were
purchased directly from the Fund or Distributor. The Service Agents may provide
services to their customers that are not available to a shareholder dealing 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 shares are purchased in this manner, the Service Agent must
receive the investment order before the close of trading on the New York Stock
Exchange ("NYSE") and transmit it to the Fund's Sub-Transfer Agent, prior to the
close of the Sub-Transfer Agent's business day to receive the day's share price.
Proper payment for the order must be
<PAGE>
received by the Sub-Transfer Agent no later than the time when the Portfolio is
priced on the following business day. Service Agents are responsible to their
customers, and the Fund for timely transmission of all subscription and
redemption requests, investment information, documentation and money.
INITIAL INVESTMENTS
BY MAIL
Complete and sign an Account Registration Form and mail it together with
a check made 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
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. Payment does not need to be converted into Federal Funds (monies
credited to the Fund's Custodian Bank by a Federal Reserve Bank) before the Fund
will accept it for investment. Make certain that you specify the Portfolio in
which you wish to invest on your check.
BY WIRE
. Telephone the UAM Funds Service Center (1-800-638-7983) and
provide the account name, address, telephone number, social
security or taxpayer identification number, Portfolio (Service
Class Shares) selected, amount being wired and the name of the
bank wiring the funds. An account number and a wire control
number will then be provided.
. Instruct your bank to wire the specified amount to the Fund's
Custodian.
The Chase Manhattan Bank
ABA #021000021
UAM Funds
Credit DDA. #9102772952
(Your Account Registration)
(Your Account Number)
(Wire Control Number)
. Forward a completed Account Registration Form to the Fund at the
addresses shown on the form. Federal Funds purchases will be
accepted only on a day on which both the New York Stock Exchange
("NYSE") and the Custodian Bank are open for business.
ADDITIONAL INVESTMENTS
. Additional investments can be made at any time. The minimum
additional investment is $1,000. Shares can be purchased 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. When making additional investments, be sure that, the
account name and number are identified on the check or wire, and
the Portfolio to be purchased is specified.
Prior to wiring additional investments, notify the Fund by calling the
number on the cover of this Prospectus. Mail orders should include, when
possible, the "Invest by Mail" stub which accompanies any Fund confirmation
statement.
OTHER PURCHASE INFORMATION
Non-securities dealer Service Agents may receive transaction fees that
are the same as distribution fees paid to dealers. The Fund reserves the right,
in its sole discretion, to suspend the offering of shares or reject purchase
orders of each Class or Portfolio when, in the judgment of management, such
suspension or rejection is in the best interests of the Fund.
<PAGE>
Purchases of shares will be made in full and fractional shares of the
appropriate Class calculated to three decimal places. Certificates for
fractional shares will not be issued. Certificates for whole shares will not be
issued except at the written request of the shareholder.
The Portfolios offer another class of shares with different expense
ratios. A lower expense ratio may result in a higher rate of return. You may
obtain a Prospectus or Statement of Additional Information for either class of
shares by calling the UAM Funds Service Center.
IN-KIND PURCHASES
If accepted by the Fund, shares of each Portfolio 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
by a Portfolio in exchange for securities will be issued at the relevant 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 an in-kind purchase will be
acquired for investment and not for immediate resale.
The Fund will not accept securities in exchange for shares of a
Portfolio unless:
. at the time of the exchange, such securities are eligible to be
included in the Portfolio and current market quotations are
readily available for such securities;
. 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
. the value of any such securities (except U.S. Government
securities) being exchanged 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.
Investors who are subject to Federal taxation upon exchange may realize
a gain or loss for Federal income tax purposes 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 of the Portfolio 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 Portfolio.
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". Address requests
for redemption to the UAM Funds Service Center . A request to redeem shares must
include:
. share certificates, if issued;
. 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;
. any required signature guarantees (see "SIGNATURE GUARANTEES" );
and
. any other necessary 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 at 1-800-638-7983.
BY TELEPHONE
In order to make a redemption request by telephone, you must:
<PAGE>
. establish the telephone redemption privilege (and if desired,
the wire redemption privilege) by completing appropriate
sections of the Account Registration Form; and
. call the Fund and instruct that the redemption proceeds be
mailed to you or wired to your bank.
The following tasks cannot be accomplished by telephone:
. changing the name of the commercial bank or the account
designated to receive redemption proceeds (this can be
accomplished only by a written request signed by each
shareholder, with each signature guaranteed);
. redemption of certificated shares by telephone.
The Fund and the Fund's Sub-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, as well as 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. The Fund or Sub-Transfer Agent may be
liable for any losses due to unauthorized or fraudulent telephone instructions
if the Fund or Sub-Transfer Agent does not employ the procedures described
above. Neither the Fund nor the Sub-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.
Please contact the UAM Funds Service Center at 1-800-638-7983 for
further details.
SIGNATURE GUARANTEES
Signature guarantees are required for the following redemptions:
. redemptions where the proceeds are to be sent to someone other
than the registered shareowner(s);
. redemptions where the proceeds are to be sent to someplace other
than the registered address; or
. share transfer requests.
The purpose of signature guarantees is to verify the identity of the
party who has authorized a redemption. Signature guarantees will be accepted
from any eligible guarantor institution which participates in a signature
guarantee program. Eligible guarantor institutions include banks, brokers,
dealers, credit unions, national securities exchanges, registered securities
associations, clearing agencies and savings associations. 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. A complete definition of eligible guarantor institutions
is available from the Administrator.
OTHER REDEMPTION INFORMATION
Normally, the Fund will make payment for all shares redeemed under
proper procedures within one business day of and no more than seven days after
receipt of the request. The Fund may suspend the right of redemption or postpone
the date at times when either both the NYSE or the Custodian Bank are closed, or
under any emergency circumstances as determined by the SEC.
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 SEC. Investors may incur
brokerage charges on the sale of portfolio securities so received in payment of
redemptions.
<PAGE>
SERVICE AND DISTRIBUTION PLANS
Under the Service Plan for Service Class Shares, adopted pursuant to
Rule 12b-1 under the 1940 Act, the Fund may enter into service agreements with
Service Agents (broker-dealers or other financial institutions) who receive fees
with respect to the Fund's Service Class Shares owned by shareholders for whom
the Service Agent is the dealer or holder of record, or for whom the Service
Agent performs Servicing, as defined below. These fees are paid out of the
assets allocable to Service Class Shares to the Distributor, to the Service
Agent directly or through the Distributor. The Fund reimburses the Distributor
or the Service Agent, for payments made at an annual rate of up to .25 of 1% of
the average daily value of Service Class Shares of the Portfolios owned by
clients of such Service Agent during the period payments for Servicing are being
made to it. Such payments are borne exclusively by the Service Class Shares.
Each item for which a payment may be made under the Service Plan constitutes
personal service and/or shareholder account maintenance and may constitute an
expense of distributing Funds Service Class Shares as the SEC construes such
term under Rule 12b-1. The fees payable for Servicing are payable without regard
to actual expenses incurred, subject to adjustment of the fee prospectively to
reflect actual expenses.
Servicing may include: assisting clients in changing dividend options,
account designations and addresses; performing sub-accounting; establishing and
maintaining shareholder accounts and records; processing purchase and redemption
transactions; investing client cash account balances automatically in Service
Class Shares; providing periodic statements showing a client's account balance
and integrating such statements with those of other transactions and balances in
the client's other accounts serviced by the Service Agent; arranging for bank
wires; and other services the Fund may request, to the extent the Service Agent
is permitted by applicable statute, rule or regulation.
The Glass-Steagall Act and other applicable laws prohibit federally
chartered or supervised banks from engaging in certain aspects of the business
of issuing, underwriting, selling and/or distributing securities. Accordingly,
banks are engaged to act as Service Agent only to perform administrative and
shareholder servicing functions, including transaction-related agency services
for their customers. If a bank is prohibited from acting as a Service Agent,
alternative means for continuing the servicing of its shareholders would be
sought and the shareholder clients of that bank will remain Fund shareholders.
The Distributor promotes the distribution of the Service Class Shares of
the Fund in accordance with the terms of a Distribution Plan adopted pursuant to
Rule 12b-1 under the 1940 Act. The Distribution Plan provides for the use of
Fund assets allocable to Service Class Shares to pay expenses of distributing
such shares.
The Distribution Plan and the Service Plan (together, the "Plans") were
approved by the Board of Directors, including a majority of the directors who
are not "interested persons" of the Fund as defined in the 1940 Act (and each of
whom has no direct or indirect financial interest in the Plans or any agreement
related thereto, referred to herein as the "12b- 1 Directors"). The Plans may be
terminated at any time by the vote of the Board or the 12b-1 Directors, or by
the vote of a majority of the outstanding voting securities of the Service Class
Shares.
While the Plans continue in effect, the selection of the 12b-1 Directors
is committed to the discretion of such persons then in office. The Plans provide
generally that a Portfolio may incur distribution and service costs under the
Plans which may not exceed 0.75% per annum of that Portfolio's net assets. The
Board has currently limited payments under the Plans to 0.50% per annum of a
Portfolio's net assets. The Service Class Shares offered by this Prospectus
currently are not making any payments under the Distribution Plan. Upon
implementation, the Distribution Plan would permit payments to the Distributor,
broker-dealers, other financial institutions, sales representatives or other
third parties who render promotional and distribution services, for items such
as advertising expenses, selling expenses, commissions or travel reasonably
intended to result in sales of shares of the Service Class Shares and for the
printing of prospectuses sent to prospective purchasers of the Service Class
Shares of the Portfolios.
Although the Plans may be amended by the Board of Directors, any change
in the Plans which would materially increase the amounts authorized to be paid
under the Plans must be approved by shareholders of the class involved. The
total amounts paid with respect to a class of shares of a Portfolio under the
foregoing arrangements may not exceed the maximum limits specified above, and
the amounts and purposes of expenditures under the Plans must be reported to the
12b-1 Directors quarterly. The amounts allowable under the Plans for each Class
of Shares of the Portfolios are also limited under certain rules of the National
Association of Securities Dealers, Inc.
In addition to payments by the Fund under the Plans, the Distributor,
United Asset Management Corporation ("UAM"), the parent company of the
Administrator and of the Adviser, 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. The Adviser may
compensate its affiliated companies for referring investors to the Portfolios.
<PAGE>
The Distributor, the Adviser and certain of their other affiliates also
participate, at the date of this Prospectus, in an arrangement with Smith Barney
Inc. under which Smith Barney provides certain defined contribution plan
marketing and shareholder services and receives from such entities an amount
equal to up to 33.3% of the portion of the investment advisory fees attributable
to the invested assets of Smith Barney's eligible customer accounts without
regard to any expense limitation in addition to amounts payable to all selling
dealers. The Fund also compensates Smith Barney for services it provides to
certain defined contribution plan shareholders that are not otherwise provided
by the Administrator.
The Adviser and the Distributor deal with Interstate/Johnson Lane, a
Service Agent that provides marketing and shareholder services. The Adviser
makes payments to Interstate/Johnson Lane equal (in the first year after an
investment) to amounts which represent up to 50% of the advisory fee payable
(without regard to any expense limitation in effect at that time) for Fund
assets held by eligible customer accounts. The fee rate declines in the second,
third, and fourth years.
SHAREHOLDER SERVICES
EXCHANGE PRIVILEGE
Service Class Shares of each Portfolio of the Fund may be exchanged for
Service Class Shares of any other Portfolio offering such shares. In addition,
Service Class Shares of each Portfolio may be exchanged for any other Service
Class Shares of a Portfolio included in the Fund or UAM Funds Trust. (See the
list of Portfolios of the Fund - Institutional Service Class Shares at the end
of this Prospectus.) Exchange requests should be made by calling the Fund or
writing to the UAM Funds Service Center.
Any exchange will be based on the 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. Call the UAM Funds
Service Center at 1-800-638-7983 for a copy of the Prospectus for the
Portfolio(s). Exchanges can only be made with Portfolios that are registered for
sale in a shareholder's state of residence. 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 have not been issued to the
shareholder, and if the registration of the two accounts will be identical.
Requests for exchanges with other Sterling Partners' Portfolios received prior
to 4:00 p.m. Eastern Time (ET) will be processed as of the close of business on
the same day. Requests received after that time will be processed on the next
business day. Neither the Fund nor the Administrator will be responsible for the
authenticity of the exchange instructions received by telephone. The Board of
Directors may limit frequency and amounts of exchanges permitted. For additional
information regarding responsibility for the authenticity of telephoned
instructions, see "Redemption of Shares -By Telephone" above.
An exchange into another UAM Funds Portfolio is a sale of shares, and
may result a capital gain or loss for income tax purposes. The Fund may modify
or terminate the exchange privilege at any time.
TRANSFER OF REGISTRATION
You may transfer the registration of any of your Fund shares to another
person by writing to UAM Funds, Inc., UAM Funds Service Center, c/o Chase Global
Funds Services Company, P.O. Box 2798, Boston, MA 02208-2798. 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
The net asset value of each Portfolio 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 number of shares outstanding . For each class of
the Portfolios, net asset value per share is determined as of the close of the
NYSE on each day that the NYSE is open for business. The per share net asset
value of the Service Class Shares may be lower than the per share net asset
value of the Institutional Class Shares reflecting the daily expense accruals of
the shareholder servicing fee and any distribution and transfer agency fees
applicable to the Service Class Shares.
Equity securities listed on a United States 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. Unlisted
equity securities are valued at the last quoted sale price on the day the
valuation is made. Listed and unlisted securities not traded on the valuation
date for which market quotations are readily available are valued at the average
between the bid and asked price at the close of the NYSE on each day that the
NYSE is open for business.
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. 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
<PAGE>
the fair market value of such securities. Securities purchased with remaining
maturities of 60 days or less are valued at amortized cost when the Board of
Directors determines that amortized cost reflects fair value.
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 Directors.
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The Short-Term Fixed Income Portfolio declares dividends daily and
distributes substantially all of its net investment income monthly for both of
its Classes of Shares. The other Portfolios will normally distribute
substantially all of their net investment income (for tax purposes) to
shareholders in quarterly dividends. If any net capital gains are realized, the
Portfolios will normally distribute them with the last dividend for the fiscal
year. The per share dividends and distributions on Service Class Shares
generally will be lower than the per share dividends and distributions on
Institutional Class Shares as a result of the shareholder servicing,
distribution and transfer agency fees applicable to the Service Class Shares.
Dividends paid shortly after the purchase of shares by an investor, although in
effect a return of capital, are taxable to shareholders. The Account
Registration Form has a box for your instructions. Each Portfolio's dividend and
capital gains distributions will be automatically reinvested in additional
shares of the Portfolio unless the Fund is notified in writing that the
shareholder elects to receive distributions in cash. By law, you must pay taxes
on any dividend or interest income you receive on your investments whether
distributed in cash or reinvested in shares. The Portfolio will send you a
statement annually telling you exactly how much dividend income you have earned
for income tax purposes. You must instruct the Portfolio to pay out dividends
and distributions in cash to you or to reinvest them.
FEDERAL TAXES
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 no less than:
. 98% of its calendar year ordinary income;
. 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 31; and
. 100% of any undistributed ordinary or capital gain net income
from the prior year.
Dividends paid by a Portfolio from net investment income, either in cash
or reinvested in shares, will be taxable to shareholders as ordinary income.
Dividends paid from the Balanced and Equity Portfolios will generally qualify
for the 70% dividends received deduction for corporations, but the portion of
the dividends qualified depends on the ratio of the aggregate taxable qualifying
dividend income received by the Portfolio from domestic (U.S.) sources to the
total taxable income of the Portfolio, exclusive of long-term capital gains.
Distributions paid by a Portfolio from long-term capital gains, either
in cash or additional shares of the Portfolio (and regardless of the length of
time the shares in the Portfolio have been owned by the shareholder), are
taxable to shareholders as such. These distributions 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.
Dividends and distributions may also be subject to state and local taxes.
Dividends declared in October, November, or December to shareholders on record
in such 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.
Exchanges and redemptions of shares in a Portfolio are taxable events
for Federal income tax purposes.
The Fund is required by Federal law to withhold 31% of reportable
payments paid to shareholders who have not complied with IRS identification
regulations. In order to avoid this withholding requirement, you must certify
that your Social Security or Taxpayer Identification Number provided is correct
and that either you are not currently subject to backup withholding, or that you
are exempt from backup withholding. This certification must be made either on
the Account Registration Form or on a separate form supplied by the Fund.
STATE AND LOCAL TAXES
Shareholders may also be subject to state and local taxes on
distributions from the Portfolios. Shareholders should consult with their tax
advisers about the tax status of such distributions in their state and locality.
<PAGE>
INVESTMENT ADVISER
Sterling Capital Management Company is a North Carolina corporation
formed in 1970 and located at One First Union Center, 301 S. College Street,
Suite 3200, Charlotte, NC 28202. The Adviser is a wholly owned subsidiary of
United Asset Management Corporation ("UAM") and provides investment management
services to corporations, pension and profit-sharing plans, trusts, estates and
other institutions and individuals. The Adviser currently has over $1.4 billion
in assets under management.
Since 1982, the Adviser has been involved with the distribution of the
North Carolina Capital Management Trust, which includes two portfolios, a bond
fund and a money market mutual fund offered exclusively to public units in the
state, the first such fund to be registered with the SEC. As of December 31,
1994, the asset value of this fund was approximately $1.8 billion.
An investment policy committee is responsible for the day-to-day
management of each Portfolio's investments.
Under Investment Advisory Agreements with the Fund, dated as of March 8,
1991, November 25, 1991 and January 2, 1997, the Adviser manages the investment
and reinvestment of the assets of the Portfolios. The Adviser must adhere to the
stated investment objectives and policies of the Portfolios, and is subject to
the control and supervision of the Fund's Board of Directors. .
As compensation for its services as an Adviser, each Portfolio pays 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>
<S> <C>
Balanced Portfolio ................................. 0.75%
Equity Portfolio ................................... 0.75%
Small Cap Value Portfolio .......................... 1.00%
Short-Term Fixed Income Portfolio .................. 0.50%
</TABLE>
The Adviser has voluntarily agreed to maintain operating expenses of the
Portfolios from exceeding the percentage of each Portfolio's average daily
asserts listed below:
<TABLE>
<S> <C>
Balanced Portfolio.................................. 1.36%
Equity Portfolio.................................... 1.24%
Small Cap Value Portfolio........................... 1.50%
Short-Term Fixed Income Portfolio................... 0.675%
</TABLE>
The Fund will not reimburse the Adviser for any advisory fees that are
waived or Portfolio expenses that the Adviser may bear on behalf of a Portfolio.
ADVISER'S HISTORICAL PERFORMANCE
Set forth below are certain performance data provided by the Adviser
pertaining to the composite of separately managed accounts of the Adviser that
are managed with substantially similar (although not necessarily identical)
objectives, policies and strategies as those of the Small Cap Value Portfolio.
The investment returns of the Portfolio may differ from those of the separately
managed accounts because such separately managed accounts may have fees and
expenses that differ from those of the Portfolio. Further, the separately
managed accounts are not subject to investment limitations, diversification
requirements, and other restrictions imposed by the 1940 Act and Internal
Revenue Code; such conditions, if applicable, may have lowered the returns for
the separately managed accounts. The results presented are not intended to
predict or suggest the return to be experienced by the Portfolio or the return
an investor might achieve by investing in the Portfolio.
Sterling Capital Management Small Cap Account Composite Returns
(Percentage Returns Net of Management Fees)
<TABLE>
<CAPTION>
Year to Date Adviser Russell 2000
<S> <C> <C>
(January 1996* - September
1996) 19.52% 10.74%
Value of $1 invested during
1996 $1.195 $1.107
</TABLE>
* The Adviser began managing separately managed accounts using its Small
Cap style in January 1996.
____________________________
Notes:
<PAGE>
1. The Russell 2000 Small Stock Index consists of the 2,000
smallest stocks in the Russell 3000 Index. The Russell 3000
Index is composed of equity issues of 3,000 large U.S. companies
by market capitalization representing approximately 98% of the
U.S. equity market. The smallest company has a market value of
roughly $25 million. It is an unmanaged index which assumes
reinvestment of dividends and is generally considered
representative of securities similar to those invested in by the
Adviser for purpose of the composite performance numbers set
forth above.
2. The Adviser's average annual management fee over the period
January 1996 -September 1996 was 1% or 100 basis points. Net
returns to investors vary depending on the management fee.
ADMINISTRATIVE SERVICES
UAM Fund Services, Inc. ("UAMFSI"), a wholly owned subsidiary of United
Asset Management Corporation, is responsible for performing and overseeing
administrative, fund accounting, dividend disbursing and transfer agent services
provided to the Fund and its portfolios. UAMFSI's principal office is located at
211 Congress Street, Boston, MA 02110. UAMFSI has subcontracted some of these
services to Chase Global Funds Services Company ("CGFSC"), an affiliate of The
Chase Manhattan Bank, by a Mutual Funds Service Agreement dated April 15, 1996.
CGFSC is located at 73 Tremont Street, Boston, MA 02108.
Each Portfolio pays UAMFSI a two part monthly fee: a Portfolio specific
fee which is retained by UAMFSI and a sub-administration fee which UAMFSI in
turn pays to CGFSC (Sub-Administrator,Sub-Transfer Agent and Sub-Dividend
Disbursing Agent). The following Portfolio specific fees are calculated from the
aggregate net assets of each Portfolio:
<TABLE>
<CAPTION>
Rate
<S> <C>
Balanced Portfolio..................................... 0.06%
Equity Portfolio....................................... 0.06%
Small Cap Value Portfolio.............................. 0.04%
Short-Term Fixed Income Portfolio...................... 0.04%
</TABLE>
CGFSC's monthly fee for its services is calculated on an annualized basis as
follows:
0.19 of 1% of the first $200 million of combined Fund assets;
0.11 of 1% of the next $800 million of combined Fund assets;
0.07 of 1% of combined Fund assets in excess of $1 billion but less than
$3 billion;
0.05 of 1% of combined Fund assets in excess of $3 billion.
Fees are allocated among the Portfolios on the basis of their relative
assets and are subject to a graduated minimum fee schedule per Portfolio, which
starts at $2,000 per month and increases to $70,000 annually after two years. If
a separate class of shares is added to a Portfolio, its minimum annual fee
increases by $20,000.
DISTRIBUTOR
UAM Fund Distributors, Inc., a wholly-owned subsidiary of United Asset
Management Corporation, with its principal office located at 211 Congress
Street, Boston, MA 02110, distributes shares for the Fund. Under the Fund's
Distribution Agreement (the "Agreement"), the Distributor, as agent of the Fund,
agrees to use its best efforts as sole distributor of Fund shares. The
Distributor does not receive any fee or other compensation under the Agreement
(except as described under "SERVICE AND DISTRIBUTION PLANS" above). The
Agreement continues in effect as long as it is approved at least annually by the
Fund's Board of Directors. Those approving the Agreement must include a majority
of Directors who are neither parties to the Agreement or interested persons of
any such party. The Agreement provides that the Fund will bear costs of
registration of its shares with the SEC and various states as well as the
printing of its prospectuses, its SAIs and its reports to stockholders.
PORTFOLIO TRANSACTIONS
The Advisory Agreements authorize the Adviser to select the brokers or
dealers that will execute the purchases and sales of investment securities for
each Portfolio. The Agreements direct the Adviser to use its best efforts to
obtain the best available price and
<PAGE>
most favorable execution for all transactions of the Portfolios. If consistent
with the interests of the Portfolios, the Adviser may select brokers on the
basis of research, statistical and pricing services these brokers provide to the
Portfolios in addition to required Adviser services. Such brokers may be paid a
higher commission 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 the 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. Although not a typical practice, the
Adviser may place portfolio orders with qualified broker-dealers who refer
clients to the Adviser. If a purchase or sale of securities is consistent with
the investment policies of a Portfolio and one or more 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, allocations are subject to periodic review by the
Fund's Directors.
GENERAL INFORMATION
DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized as a Maryland corporation on October 11, 1988
under the name "ICM Fund, Inc.". 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 Articles of Incorporation, as amended,
permit the Directors to issue three billion shares of common stock, with an
$.001 par value. The Directors have the power to designate one or more series of
shares of common stock and to classify or reclassify any unissued shares without
further action by shareholders. Currently, the Fund offers shares of more than
35 Portfolios. At its discretion, the Board of Directors of the Fund may create
additional Portfolios and Classes of shares.
The shares of each Portfolio and Class are fully paid and nonassessable,
have no preference as to conversion, exchange, dividends, retirement or other
features and no pre-emptive rights. They have non-cumulative voting rights,
which means that the holders of more than 50% of shares voting for the election
of Directors can elect 100% of the Directors. A shareholder is entitled to one
vote for each full share held (and a fractional vote for each fractional share
held), then standing in his or her name on the books of the Fund.
Both Institutional Class and Service Class Shares represent an interest
in the same assets of a Portfolio. Service Class Shares bear certain expenses
related to shareholder servicing and may bear expenses related to distribution
of such shares. Service Class shares have exclusive voting rights for matters
relating to such distribution expenditures. Information about the Service Class
Shares of the Portfolios is available upon request by contacting the UAM Funds
Service Center.
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. The Fund will assist
shareholder communications in such matters.
CUSTODIAN
The Chase Manhattan Bank serves as Custodian of the Fund's assets.
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP are the independent accountants for the Fund.
SUB-ADMINISTRATOR, SUB-TRANSFER AGENT AND SUB-DIVIDEND DISBURSING AGENT
Chase Global Funds Services Company, 73 Tremont Street, Boston, MA
02108, acts as sub-administrator, sub-transfer agent and sub-dividend disbursing
agent for the Fund.
REPORTS
Shareholders receive unaudited semiannual financial statements and
annual financial statements audited by Price Waterhouse LLP.
<PAGE>
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.
<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.
Mary Rudie Barneby* Director and Executive Vice President of the
1133 Avenue of the Americas Fund; President of UAM Retirement Plan
New York, NY 10036 Services since 1993; Former President of UAM
Age:44 Fund Distributors, Inc.; Formerly 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
College Road-RFD 3 Investment Management Company, Inc. and Great
Meredith, NH 03253 Island Investment Company, Inc.; President of
Age: 67 Bennett Management Company from 1988 to 1993.
J.Edward Day Director of the Fund; Retired Partner in the
5804 Brookside Drive Washington office of the law firm Squire,
Chevy Chase, MD 20815 Sanders & Dempsey; Director, Medical Mutual
Age: 81 Liability Insurance Society of Maryland;
Formerly, Chairman of The Montgomery County,
Maryland Revenue Authority.
Philip D. English Director of the Fund; President and Chief
16 West Madison Street Executive Officer of Broventure Company.; Inc.
Baltimore, MD 21201 Chairman of the Board of Chektec Corporation
Age: 48 and Cyber Scientific, Inc.
William A. Humenuk Director of the Fund; Partner in the
4000 Bell Atlantic Tower Philadelphia office of the law firm Dechert
1717 Arch Street Price & Rhoads; Director, Hofler Corp.
Philadelphia, PA 19103
Age:54
Norton H. Reamer* Director, President and Chairman of the Fund;
One International Place President, Chief Executive Officer and a
Boston, MA 02110 Director of United Asset Management
Age: 60 Corporation; Director, Partner or Trustee of
each of the Investment Companies of the Eaton
Vance Group of Mutual Funds.
Peter M. Whitman, Jr.* Director of the Fund; President and Chief
One Financial Center Investment Officer of Dewey Square Investors
Boston, MA 02111 Corporation ("DSI") since 1988; Director and
Age: 52 Chief Executive Officer of H.T. Investors,
Inc., formerly a subsidiary of DSI.
William H. Park* Vice President of the Fund; Executive Vice
One International Place President and Chief Financial Officer of
Boston, MA 02110 United Asset Management Corporation.
Age: 49
Gary L. French* Treasurer of the Fund; President and Chief
211 Congress Street Executive Officer of UAM Fund Services, Inc.;
Boston, MA 02111 President of UAM Fund Distributors, Inc.;
Age: 45 formerly Vice President-Operations Development
and Control of Fidelity Investment
Institutional Services from February 1995 to
August 1995; Treasurer of the Fidelity Group
of Funds from 1991 to February 1995.
Michael DeFao* Secretary of the Fund; Vice President and
211 Congress Street General Counsel of UAM Fund Services, Inc. and
Boston, MA 02110 UAM Fund Distributors, Inc.; formerly an
Age: 28 Associate of Ropes & Gray (a law firm) from
1993 to February 1995.
_______
* These people are deemed to be "interested persons" of the Fund as that
term is defined in the 1940 Act.
<PAGE>
Robert R. Flaherty Assistant Treasurer of the Fund; Vice
211 Congress Street President of UAM Fund Services, Inc.; ;
Boston, MA 02108 formerly Manager of Fund Administration and
Age: 32 Compliance of the Sub-Administrator from March
1995 to July 1996; Senior Manager of Deloitte
& Touche LLP from 1985 to 1995.
Karl O. Hartmann* Assistant Secretary of the Fund; Senior Vice
73 Tremont Street President, Secretary and General Counsel of
Boston, MA 02108 Sub-Administrator; formerly Senior Vice
Age: 41 President, Secretary and General Counsel of
Leland, O'Brien, Rubinstein Associates, Inc.
from November 1990 to November 1991.
_______
* These people are deemed to be "interested persons" of the Fund as that
term is defined in the 1940 Act.
<PAGE>
UAM FUNDS - SERVICE CLASS SHARES
BARROW, HANLEY, MEWHINNEY & STRAUSS, INC.
BHM&S Total Return Bond Portfolio
MURRAY JOHNSTONE INTERNATIONAL LTD.
MJI International Equity Portfolio
NWQ INVESTMENT MANAGEMENT COMPANY
NWQ Balanced Portfolio
SIRACH CAPITAL MANAGEMENT, INC.
Sirach Growth Portfolio
Sirach Special Equity Portfolio
TOM JOHNSON INVESTMENT MANAGEMENT, INC.
TJ Core Equity Portfolio
<PAGE>
UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)
POST-EFFECTIVE AMENDMENT NO. 42
PART B
The Statement of Additional Information for the following Prospectuses is
included in this Post-Effective Amendment No. 42
. Sterling Partners' Balanced Portfolio, Sterling Partners' Equity
Portfolio, Sterling Partners' Small Cap Value Portfolio, and
Sterling Partners' Short-Term Fixed Income Portfolio
Institutional Class Shares
. Sterling Partners' Balanced Portfolio, Sterling Partners' Equity
Portfolio, Sterling Partners' Small Cap Value Portfolio, and
Sterling Partners' Short-Term Fixed Income Portfolio
Institutional Service Class Shares
The following Statement of Additional Information is incorporated herein by
reference to Post-Effective Amendment No. 41 filed on July 17, 1996:
. C & B Equity For Taxable Investors and Mid Cap Equity Portfolios
Institutional Class Shares
The following Statement of Additional Information is also incorporated herein
by reference to Post-Effective Amendment No. 40 filed on July 1, 1996.
. Rice, Hall, James Portfolios Institutional Class Shares
The following Statement of Additional Information 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 Statement of Additional Information is also incorporated herein 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 Equity and Balanced 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
STERLING PARTNERS' PORTFOLIOS
STATEMENT OF ADDITIONAL INFORMATION
January 2, 1997
This Statement is not a Prospectus but should be read in conjunction with
the Prospectus of the UAM Funds, Inc. (the "UAM Funds" or the "Fund") for the
Sterling Partners' Portfolios' Institutional Class Shares dated January 2, 1997
and the Prospectus for the Sterling Partners' Portfolios' Institutional Service
Class Shares (the "Service Class Shares") dated January 2, 1997. To obtain a
Prospectus, please call the UAM Funds Service Center:
1-800-638-7983
Table of Contents
Page
----
Investment Objectives and Policies................................... 2
Purchase of Shares................................................... 4
Redemption of Shares................................................. 4
Shareholder Services................................................. 5
Investment Limitations............................................... 6
Management of the Fund............................................... 6
Investment Adviser................................................... 8
Service and Distribution Plans....................................... 9
Portfolio Transactions............................................... 10
Administrative Services.............................................. 11
Performance Calculations............................................. 11
General Information.................................................. 15
Financial Statements................................................. 16
Appendix - Description of Securities and Ratings..................... A-1
1
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The following policies supplement the investment objectives and policies of
the Sterling Partners' Equity, Sterling Partners' Balanced, Sterling Partners'
Small Cap Value and Sterling Partners' Short-Term Fixed Income Portfolios (the
"Sterling Partners' Portfolios") as set forth in the Sterling Partners'
Prospectuses:
FUTURES CONTRACTS
Each Portfolio may enter into futures contracts, options, and options on
futures contracts for the purpose of 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 "sold" or "selling" a contract previously
"purchased") in an identical contract to terminate the position. Brokerage
commissions are incurred when a futures contract is bought or sold.
Futures traders are required to make a good faith margin deposit in cash or
government securities with a broker or custodian to initiate and maintain open
positions in futures contracts. A margin deposit is intended to assure
completion of the contract (delivery or acceptance of the underlying security)
if it is not terminated prior to the specified delivery date. Minimal initial
margin requirements are established by the futures exchange and may be changed.
Brokers may establish deposit requirements which are higher than the exchange
minimums. Futures contracts are customarily purchased and sold on margin that
may range upward from less than 5% of the value of the contract being traded.
After a futures contract position is opened, the value of the contract is marked
to market daily. If the futures contract price changes to the extent that the
margin on deposit does not satisfy margin requirements, payment of additional
"variation" margin will be required. Conversely, change in the contract value
may reduce the required margin, resulting in a repayment of excess margin to the
contract holder. Variation margin payments are made to and from the futures
broker for as long as the contract remains open. The Fund expects to earn
interest income on its margin deposits.
Traders in futures contracts may be broadly classified as either "hedgers"
or "speculators." Hedgers use the futures markets primarily to offset
unfavorable changes in the value of securities otherwise held for investment
purposes or expected to be acquired by them. Speculators are less inclined to
own the securities underlying the futures contracts which they trade, and use
futures contracts with the expectation of realizing profits from a fluctuation
in interest rates. 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 bonafide hedging transactions or that the Fund's
commodity futures and option positions be for other purposes, to the extent that
the aggregate initial margins and premiums required to establish such non-
hedging positions do not exceed five percent of the liquidation value of a
Portfolio. A Portfolio will only sell futures contracts to protect securities it
owns against price declines or purchase contracts to protect against an increase
in the price of securities it intends to purchase. As evidence of this hedging
interest, each Portfolio expects that approximately 75% of its futures contract
purchases will be "completed;" that is, equivalent amounts of related securities
will have been purchased or are being purchased by the Portfolio upon sale of
open futures contracts.
Although techniques other than the sale and purchase of futures contracts
could be used to control a Portfolio's exposure to market fluctuations, the use
of futures contracts may be a more effective means of hedging this exposure.
While a Portfolio will incur commission expenses in both opening and closing out
futures positions, these costs are lower than transaction costs incurred in the
purchase and sale of the underlying securities.
2
<PAGE>
RESTRICTIONS ON THE USE OF FUTURES CONTRACTS
A Portfolio will not enter into futures contract transactions to the extent
that, immediately thereafter, the sum of its initial margin deposits on open
contracts exceeds 5% of the market value of its total assets. 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
A 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 the Portfolio has insufficient cash,
it may have to sell Portfolio securities to meet daily margin requirements at a
time when it may be disadvantageous to do so. In addition, the Portfolio may be
required to make delivery of the instruments underlying futures contracts it
holds. The inability to close options and futures positions also could have an
adverse impact on the Portfolio's ability to effectively hedge.
The risk of loss in trading futures contracts in some strategies can be
substantial, due both to the low margin deposits required, and the extremely
high degree of leverage involved in futures pricing. As a result, a relatively
small price movement in a futures contract may result in immediate and
substantial loss (as well as gain) to the investor. For example, if at the time
of purchase, 10% of the value of the futures contract is deposited as margin, a
subsequent 10% decrease in the value of the futures contracts would result in a
total loss of the margin deposit, before any deduction for the transaction
costs, if the account were then closed out. A 15% decrease would result in a
loss equal to 150% of the original margin deposit if the contract were closed
out. Thus, a purchase or sale of a futures contract may result in losses in
excess of the amount invested in the contract. However, because the futures
strategies of each Portfolio are engaged in only for hedging purposes, the
Adviser does not believe that the Portfolios are subject to the risks of loss
frequently associated with futures transactions. 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 futures contracts
have different maturities than the Portfolio securities being hedged. It is also
possible that the 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 the Portfolio of margin deposits in the event of bankruptcy of a broker
with whom the 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.
FEDERAL TAX TREATMENT OF FUTURES CONTRACTS
Except for transactions a Portfolio has identified as hedging transactions,
the 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 the year, as well as those actually realized during
the year. In most cases, any gain or loss recognized with respect to a futures
contract is considered to be 60% long-term capital gain or loss and 40% short-
term capital gain or loss, without regard to the holding period of the contract.
Furthermore, sales of futures contracts which are intended to hedge against a
change in the value of securities held by the Portfolio may affect the holding
period of such securities and, consequently, the nature of the gain or loss on
such securities upon disposition.
3
<PAGE>
In order for a Portfolio to continue to qualify for Federal income tax
treatment as a regulated investment company under the Internal Revenue Code of
1986, as amended (the "Code"), at least 90% of its gross income for a taxable
year must be derived from qualifying income: i.e., dividends, interest, income
derived from loans of securities, and gains from the sale of securities or
foreign currencies, or other income derived with respect to its business of
investing in such securities or currencies. In addition, gains realized on the
sale or other disposition of securities held for less than three months must be
limited to less than 30% of a Portfolio's annual gross income. It is anticipated
that any net gain realized from the closing out of futures contracts will be
considered a gain from the sale of securities and therefore will be qualifying
income for purposes of the 90% requirement. In order to avoid realizing
excessive gains on securities held for less than three months, a Portfolio may
be required to defer the closing out of futures contracts beyond the time when
it would otherwise be advantageous to do so. It is anticipated that unrealized
gains on futures contracts, which have been open for less than three months as
of the end of a Portfolio's fiscal year and which are recognized for tax
purposes, will not be considered gains on securities held for less than three
months for the purposes of the 30% test.
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 fiscal year) on futures
transactions. Such distributions will be combined with distributions of capital
gains realized on the Portfolio's other investments and shareholders will be
advised on the nature of the payments.
SMALL CAPITALIZATION COMPANIES
Small capitalization stocks have historically been more volatile in price
than the larger capitalization stocks. Among the reasons for the greater price
volatility of these securities are the less certain growth prospects of smaller
firms, the lower degree of liquidity in the markets for such stocks, and the
company stocks also may, to a degree, flluctuate independently of larger company
stocks. Small company stock may decline in price as large company stocks rise,
or rise in price as large company stocks declline. Small capitalization stocks
may have many of the characteristics of securities of new or unseasoned
companies.
AMERICAN DEPOSITARY RECEIPTS
ADRs are depositary receipts typically used by a U.S. bank or trust company
which evidence ownership of underlying securities issued by a foreign
corporation. Generally, ADRs in registered form are designed for use in the U.S.
securities market and ADRs in bearer form are designed for use in securities
markets outside the United States. ADRs may not necessarily be denominated in
the same currency as the underlying securities into which they may be converted.
ADRs may be issued pursuant to sponsored or unsponsored programs. In sponsored
programs, an issuer has made arrangements to have its securities traded in the
form of depositary receipts. In unsponsored programs, the issuer may not be
directly involved in the creation of the program. Although regulatory
requirements with respect to sponsored and unsponsored programs are generally
similar, in some cases it may be easier to obtain financial information from an
issuer that has participated in the creation of a sponsored program.
Accordingly, there may be less information available regarding issuers of
securities underlying unsponsored programs and there may not be a correlation
between such information and the market value of the depositary receipts. ADRs
also involve the risks of other investments in foreign securities, as discussed
in the Prospectus. For purposes of the Equity Portfolio's investment policies,
the Portfolio's investments in depositary receipts will be deemed to be
investments in the underlying securities.
PURCHASE OF SHARES
Both classes of shares of the Portfolios 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 is $2,500 for the Sterling
Partners' Portfolios Institutional Class Shares and $100,000 for the Sterling
Partners' Portfolios Institutional Service Class Shares with certain exceptions
as may be determined from time to time by 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: Good Friday, April 5, 1996; Memorial Day, May 27, 1996;
Independence Day, July 4, 1996; Labor Day, September 2, 1996; Thanksgiving Day,
November 28, 1996; Christmas Day, December 25, 1996; New Year's Day, January 1,
1997; and Presidents' Day, February 17, 1997.
Each Portfolio reserves the right in its sole discretion (1) to suspend the
offering of its shares, (2) to reject purchase orders when in the judgment of
management such rejection is in the best interest of the Fund, and (3) to reduce
or waive the minimum for initial and subsequent investment for certain fiduciary
accounts such as employee benefit plans or under circumstances where certain
economies can be achieved in sales of a Portfolio's shares.
REDEMPTION OF SHARES
Each Portfolio may suspend redemption privileges or postpone the date of
payment (1) during any period that either the New York Stock Exchange or
custodian bank are closed, or trading on the Exchange is restricted as
determined by the Securities and Exchange Commission (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 any 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 the Portfolio.
4
<PAGE>
Signature Guarantees - To protect your account, the Fund and Chase Global
Funds Services Company (the "Administrator") from fraud, signature guarantees
are required for certain redemptions. The purpose of signature guarantees is to
verify the identity of the person who has authorized a redemption from your
account. Signature guarantees are required in connection with (1) all
redemptions when the proceeds are to be paid to someone other than the
registered owner(s) and/or registered address; or (2) share transfer requests.
Signatures must be guaranteed by an "eligible guarantor institution" as
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. A complete definition of eligible guarantor institutions
is available from the Administrator. Broker-dealers guaranteeing signatures must
be a member of a clearing corporation or maintain net capital of at least
$100,000. Credit unions must be authorized to issue signature guarantees.
Signature guarantees will be accepted from any eligible guarantor institution
which participates in a signature guarantee program.
The signature guarantee must appear either: (1) on the written request for
redemption; (2) on a separate instrument for assignment ("stock power") which
should specify the total number of shares to be redeemed; or (3) on all stock
certificates tendered for redemption and, if shares held by the Fund are also
being redeemed, on the letter or stock power.
SHAREHOLDER SERVICES
The following supplements the information set forth under "Shareholder
Services" in the Sterling Partners' Prospectuses:
EXCHANGE PRIVILEGE
Institutional Class Shares of each Sterling Portfolio may be exchanged for
Institutional Class Shares of the other Sterling Portfolios and Institutional
Service Class Shares of each Sterling Portfolio may be exchanged for
Institutional Service Class Shares of the other Sterling Portfolios. In
addition, Institutional Class Shares of each Sterling 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
Sterling Portfolios - Institutional Class Shares Prospectus.) Service Class
Shares of each Sterling Portfolio may be exchanged for any other Service Class
Shares of a Portfolio included in the UAM Funds which is comprised of the Fund
and UAM Funds Trust. (For those Portfolios currently offering Service Class
Shares, please call the UAM Funds Service Center.) 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 these times will be processed
on the next business day. Neither the Fund nor the Administrator will be
responsible for the authenticity of the exchange instructions received by
telephone. Exchanges may also be subject to limitations as to amounts or
frequency and to other restrictions established by the Board of Directors to
assure that such exchanges do not disadvantage the Fund and its shareholders.
For Federal income tax purposes an exchange between Portfolios is a taxable
event, and, accordingly, a capital gain or loss may be realized. In a revenue
ruling relating to circumstances similar to the Fund's, an exchange between
series of a Fund was also deemed to be a taxable event. It is likely, therefore,
that a capital gain or loss would be realized on an exchange between Portfolios;
you may want to consult your tax adviser for further information in this regard.
The exchange privilege may be modified or terminated at any time.
5
<PAGE>
TRANSFER OF SHARES
Shareholders may transfer shares to another person by making a written
request to the Fund. The request should clearly identify the account and number
of shares to be transferred, and include the signature of all registered owners
and all stock certificates, if any, which are subject to the transfer. The
signature on the letter of request, the stock certificate or any stock power
must be guaranteed in the same manner as described under "Redemption of Shares."
As in the case of redemptions, the written request must be received in good
order before any transfer can be made.
INVESTMENT LIMITATIONS
Each Sterling Partners' Portfolio is subject to the following restrictions
which are fundamental policies and may not be changed without the approval of
the lesser of: (1) at least 67% of the voting securities of the Portfolio
present at a meeting if the holders of more than 50% of the outstanding voting
securities of the Portfolio are present or represented by proxy, or (2) more
than 50% of the outstanding voting securities of the Portfolio. Each Sterling
Partners' Portfolio will not:
(1) invest in commodities;
(2) purchase or sell real estate, although it may purchase and sell
securities of companies which deal in real estate and may purchase
and sell securities which are secured by interests in real estate;
(3) purchase on margin or sell short;
(4) purchase or retain securities of an issuer if those officers and
Directors of the Fund or its investment adviser owning more than
1/2 of 1% of such securities together own more than 5% of such
securities;
(5) underwrite the securities of other issuers or invest more than an
aggregate of 10% of the net 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, including repurchase agreements having maturities
of more than seven days;
(6) invest for the purpose of exercising control over management of any
company;
(7) acquire any securities of companies within one industry 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; and
(8) write or acquire options or interests in oil, gas or other mineral
exploration or development programs.
MANAGEMENT OF THE FUND
OFFICERS AND DIRECTORS
The Fund's officers, under the supervision of the Board of Directors,
manage the day-to-day operations of the Fund. The Directors set broad policies
for the Fund and choose its officers. A list of the Directors and officers of
the Fund and a brief statement of their present positions and principal
occupations during the past 5 years is set forth in the Sterling Partners'
Prospectuses. As of September 30, 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
6
<PAGE>
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 the Adviser, United Asset Management
Corporation ("UAM"), the Administrator, or the Sub-Administrator and receive no
compensation from the Fund. The following table shows aggregate compensation
paid to each of the Fund's unaffiliated Directors by the Fund and total
compensation paid by the Fund, UAM Funds Trust and AEW Commercial Mortgage
Securities Fund, Inc. (collectively the "Fund Complex") in the fiscal year ended
October 31, 1995.
<TABLE>
<CAPTION>
==================================================================================================================================
(1) (2) (3) (4) (5)
Pension or Total Compensation
Aggregate Retirement Benefits Estimated Annual from Registrant and
Name of Person, Compensation Accrued as Part of Benefits Upon Fund Complex Paid
Position From Registrant Fund 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 September 30, 1996, the following persons or organizations held of
record or beneficially 5% or more of the shares of a Portfolio, as noted.
Sterling Partners' Balanced Portfolio: The Chase Manhattan Bank, N.A.,
Trustee for Employee Savings Plan & Trust of Bowers Fibers, Inc., 770 Broadway,
New York, NY, 8%*, The Chase Manhattan Bank, N.A., Trustee for the J.C. Steele &
Sons, Inc., Retirement & Profit Sharing Plan 770 Broadway, New York, NY, 7%*;
and; Hartnat & Co., Nalle Clinic, P.O. Box 4044, Boston, MA, 6%*.
Sterling Partners' Equity Portfolio: H. Keith Brunnemer, Jr., Michael
Peeler Fund, c/o Brunnemer & Company, 227 W. Trade Street, Suite 1510,
Charlotte, NC, 12%; The Chase Manhattan Bank, N.A., Trustee for the J.C. Steele
& Sons, Inc., Retirement & Profit Sharing Plan, 770 Broadway, New York, NY, 9%*
and; Hartnat & Co., Smith Anderson, P.O. Box 4044, Boston, MA, 7%*
Sterling Partners' Short-Term Fixed Income Portfolio: The Chase Manhattan
Bank, N.A., Trustee for Princess House Inc., 401(k) Plan, 770 Broadway, New
York, NY, 12%*; The Chase Manhattan Bank, N.A., Trustee for the J.C. Steele &
Sons, Inc., Retirement & Profit Sharing Plan 770 Broadway, New York, NY, 9%*;
Hartnat & Co., P.O. Box 4044, Boston, MA, 9%*; W. Olin Nisbet, Jr., Family
Limited Partnership, c/o Beth Reigel, 1614 Beverly Drive, Charlotte, NC, 7%;
Betty K. Love, 2496 Old Lexington Road, Asheboro, NC, 6%; The Chase Manhattan
Bank, N.A., Trustee for the IRA Rollover of Angus M. McBryde, Jr., M.D., 210
Rochester Road, Mobile, AL, 5%*.
- ----------------
* Denotes shares held by a trustee or other fiduciary for which beneficial
ownership is disclaimed or presumed disclaimed.
7
<PAGE>
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
Investment Company Act of 1940, as amended, (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.
INVESTMENT ADVISER
CONTROL OF ADVISER
Sterling Capital Management Company (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.
REPRESENTATIVE INSTITUTIONAL CLIENTS
As of the date of this Statement of Additional Information, the Adviser's
representative institutional clients included: Nalle Clinic, Nucor Corp.,
McDevitt Street Bovis, ENT Associates, Dean Witter, Reynolds Inc., Walter
Industries, Inc., Street Enterprises, Inc., Georgia Marble Corp., Cheraw Yarn
Mills, Sanger Clinic, Adobe Systems, Inc., Paychex, Inc., Belk Store Services,
Davidson College and Lakeland Regional Medical Center.
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 Agreements, each Sterling Partners' Portfolio pays the Adviser an
annual fee, in monthly installments, calculated by applying the following annual
percentage rates to all of the Sterling Partners' Portfolios' average daily net
assets for the month:
<TABLE>
<CAPTION>
Rate
----
<S> <C>
Sterling Partners' Balanced Portfolio................................... 0.75%
Sterling Partners' Equity Portfolio..................................... 0.75%
Sterling Partners' Small Cap Value Portfolio............................ 1.00%
Sterling Partners' Short-Term Fixed Income Portfolio.................... 0.50%
</TABLE>
For the fiscal years ended October 31, 1993, 1994 and 1995, Sterling
Partners' Equity Portfolio paid advisory fees of approximately $27,000, $89,000
and $137,000, respectively. During this period, the Adviser voluntarily waived
advisory fees of approximately $67,000, $67,000 and $60,000, respectively.
For the fiscal years ended October 31, 1993, 1994 and 1995, Sterling
Partners' Balanced Portfolio paid advisory fees of approximately $328,000,
$423,000 and $490,000, respectively.
For the fiscal years ended October 31, 1993, 1994 and 1995, Sterling
Partners' Short-Term Fixed Income Portfolio paid advisory fees of approximately
$0, $1,000 and $15,000, respectively. During these periods, the Adviser
voluntarily waived advisory fees of approximately $80,000, $114,000 and
$105,000, respectively.
8
<PAGE>
SERVICE AND DISTRIBUTION PLANS
As stated in the Portfolios' Service Class Shares Prospectus, UAM Fund
Distributors, Inc. (the "Distributor") may enter into agreements with broker-
dealers and other financial institutions ("Service Agents"), pursuant to which
they will provide administrative support services to Service Class shareholders
who are their customers ("Customers") in consideration of such Fund's payment of
0.25 of 1% (on an annualized basis) of the average daily net asset value of the
Service Class Shares held by the Service Agent for the benefit of its Customers.
Such services include:
(a) acting as the sole shareholder of record and nominee for beneficial
owners;
(b) maintaining account record for such beneficial owners of the Fund's
shares;
(c) opening and closing accounts;
(d) answering questions and handling correspondence from shareholders
about their accounts;
(e) processing shareholder orders to purchase, redeem and exchange shares;
(f) handling the transmission of funds representing the purchase price or
redemption proceeds;
(g) issuing confirmations for transactions in the Fund's shares by
shareholders;
(h) distributing current copies of prospectuses, statements of additional
information and shareholder reports;
(i) assisting customers in completing application forms, selecting
dividend and other account options and opening any necessary custody
accounts;
(j) providing account maintenance and accounting support for all
transactions; and
(k) performing such additional shareholder services as may be agreed upon
by the Fund and the Service Agent, provided that any such additional
shareholder service must constitute a permissible non-banking activity
in accordance with the then current regulations of, and
interpretations thereof by, the Board of Governors of the Federal
Reserve System, if applicable.
Each agreement with a Service Agent is governed by a Shareholder Service
Plan (the "Service Plan") that has been adopted by the Fund's Board of
Directors. Pursuant to the Service Plan, the Board of Directors reviews, at
least quarterly, a written report of the amounts expended under each agreement
with Service Agents and the purposes for which the expenditures were made. In
addition, arrangements with Service Agents must be approved annually by a
majority of the Fund's Directors, including a majority of the Directors who are
not "interested persons" of the company as defined in the 1940 Act and have no
direct or indirect financial interest in such arrangements.
The Board of Directors has approved the arrangements with Service Agents
based on information provided by the Fund's service contractors that there is a
reasonable likelihood that the arrangements will benefit the Fund and its
shareholders by affording the Fund greater flexibility in connection with the
servicing of the accounts of the beneficial owners of its shares in an efficient
manner. Any material amendment to the Fund's arrangements with Service Agents
must be approved by a majority of the Fund's Board of Directors (including a
majority of the disinterested Directors). So long as the arrangements with
Service Agents are in effect, the selection and nomination of the members of the
Fund's Board of Directors who are not "interested persons" (as defined in the
1940 Act) of the Company will be committed to the discretion of such non-
interested Directors.
Pursuant to Rule 12b-1 under the 1940 Act, the Fund has adopted a
Distribution Plan for the Service Class Shares of the Fund (the "Distribution
Plan"). The Distribution Plan permits the Fund to pay for certain distribution,
promotional and related expenses involved in the marketing of only the Service
Class Shares.
The Distribution Plan permits the Service Class Shares, pursuant to the
Distribution Agreement, to pay a monthly fee to the Distributor for its services
and expenses in distributing and promoting sales of the Service Class Shares.
These
9
<PAGE>
expenses include, among other things, preparing and distributing advertisements,
sales literature and prospectuses and reports used for sales purposes,
compensating sales and marketing personnel, and paying distribution and
maintenance fees to securities brokers and dealers who enter into agreements
with the Distributor. In addition, the Service Class Shares may make payments
directly to other unaffiliated parties, who either aid in the distribution of
their shares or provide services to the Class.
The maximum annual aggregate fee payable by the Fund under the Service and
Distribution Plans (the "Plans"), is 0.75% of the Service Class Shares' average
daily net assets for the year. The Fund's Board of Directors may reduce this
amount at any time. Although the maximum fee payable under the 12b-1 Plan
relating to the Service Class Shares is 0.75% of average daily net assets of
such Class, the Board of Directors has determined that the annual fee, payable
on a monthly basis, under the Plans relating to the Service Class Shares,
currently cannot exceed 0.50% of the average daily net assets represented by the
Service Class. While the current fee which will be payable under the Service
Plan has been set at 0.25%, the Plan permits a full 0.75% on all assets to be
paid at any time following appropriate Board approval.
All of the distribution expenses incurred by the Distributor and others,
such as broker/dealers, in excess of the amount paid by the Service Class Shares
will be borne by such persons without any reimbursement from such classes.
Subject to seeking best price and execution, the Fund may, from time to time,
buy or sell portfolio securities from or to firms which receive payments under
the Plans. From time to time, the Distributor may pay additional amounts from
its own resources to dealers for aid in distribution or for aid in providing
administrative services to shareholders.
The Plans, the Distribution Agreement and the form of dealer's and services
agreements have all been approved by the Board of Directors of the Fund,
including a majority of the Directors who are not "interested persons" (as
defined in the 1940 Act) of the Fund and who have no direct or indirect
financial interest in the Plans or any related agreements, by vote cast in
person at a meeting duly called for the purpose of voting on the Plans and such
Agreements. Continuation of the Plans, the Distribution Agreement and the
related agreements must be approved annually by the Board of Directors in the
same manner, as specified above. The Sterling Partners' Portfolios Service
Class Shares have not been offered prior to the date of this Statement.
Each year the Directors must determine whether continuation of the Plans is
in the best interest of the shareholders of Service Class Shares and that there
is a reasonable likelihood of the Plans providing a benefit to the Class. The
Plans, the Distribution Agreement and the related agreements with any broker-
dealer or others relating to a Class may be terminated at any time without
penalty by a majority of those Directors who are not "interested persons" or by
a majority vote of the outstanding voting securities of the Class. Any amendment
materially increasing the maximum percentage payable under the Plans must
likewise be approved by a majority vote of the relevant Class' outstanding
voting securities, as well as by a majority vote of those Directors who are not
"interested persons." Also, any other material amendment to the Plans must be
approved by a majority vote of the Directors including a majority of the
Directors of the Fund having no interest in the Plans. In addition, in order for
the Plans to remain effective, the selection and nomination of Directors who are
not "interested persons" of the Fund must be effected by the Directors who
themselves are not "interested persons" and who have no direct or indirect
financial interest in the Plans. Persons authorized to make payments under the
Plans must provide written reports at least quarterly to the Board of Directors
for their review. The NASD has adopted amendments to its Rules of Fair Practice
relating to investment company sales charges. The Fund and the Distributor
intend to operate in compliance with these rules.
PORTFOLIO TRANSACTIONS
The Investment Advisory Agreements authorize the Adviser to select the
brokers or dealers that will execute the purchases and sales of investment
securities for the Portfolios and direct 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 the Portfolios 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
10
<PAGE>
other clients served by the Adviser is considered at or about the same time,
transactions in such securities will be allocated among the Portfolio and
clients in a manner deemed fair and reasonable by the Adviser. Although there is
no specified formula for allocating such transactions, the various allocation
methods used by the Adviser, and the results of such allocations, are subject to
periodic review by the Fund's Directors.
ADMINISTRATIVE SERVICES
Pursuant to a Fund Administration Agreement dated April 15, 1996, UAM Fund
Services, Inc. ("UAMFSI"), a wholly-owned subsidiary of United Asset Management
Corporation 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. UAMFSI has subcontracted the performance of certain of
such services to Chase Global Funds Services Company ("CGFSC"), an affiliate of
The Chase Manhattan Bank, pursuant to a Mutual Funds Service Agreement dated
April 15, 1996. CGFSC is located at 73 Tremont Street, Boston, MA 02108-3913.
Each Portfolio pays to UAMFSI a monthly fee comprised of two parts: a
Portfolio-specific fee which is retained by UAMFSI and a sub-administration fee
which UAMFSI in turn pays to CGFSC. The Portfolio-specific fees for the
Sterling Partners' Portfolios are as follows: 0.06% for the Sterling Partners'
Balanced Portfolio; 0.06% for the Sterling Partners' Equity Portfolio; 0.04%
for the Sterling Partners' Short-Term Fixed Income Portfolio, and 0.04% for the
Sterling Partners' Small Cap Value Portfolio, respectively, of aggregate net
assets. The sub-administration fee calculated on an annualized basis equals:
0.19 of 1% of the first $200 million of total net assets of the Fund; 0.11 of 1%
of the next $800 million of total net assets of the Fund; 0.07 of 1% of total
net assets in excess of $1 billion but less than $3 billion; and 0.05 of 1% of
total net assets in excess of $3 billion. The sub-administration fees are
allocated among the Portfolios on the basis of their relative assets and are
subject to a graduated minimum fee schedule per Portfolio of $2,000 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 by that
Portfolio may be increased by up to $20,000.
PERFORMANCE CALCULATIONS
PERFORMANCE
Each Portfolio may from time to time quote various performance figures to
illustrate the past performance of each class of the Portfolio.
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 each class of the Portfolio be accompanied by certain standardized
performance information computed as required by the Commission. Current yield
and average annual compounded total return quotations used by each class of the
Portfolio are based on the standardized methods of computing performance
mandated by the Commission. An explanation of those and other methods used by
each class of the Portfolio to compute or express performance follows.
TOTAL RETURN
The average annual total return of the Sterling Partners' Portfolios 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. Since Service
Class Shares of the Sterling Partners' Portfolios bear additional service and
distribution expenses, the average annual total return of the Service Class
Shares of a Portfolio will generally be lower than that of the Institutional
Class Shares of the same Portfolio.
The average annual total rates of return for the Institutional Class Shares
of the Sterling Partners' Portfolios from inception on the date of the Financial
Statements included herein are as follows:
11
<PAGE>
<TABLE>
<CAPTION>
Five Year Since Inception
One Year Ended Period Ended Through April
April 30, 1996 April 30, 1996 30, 1996 Inception Date
-------------- -------------- ---------------- --------------
<S> <C> <C> <C> <C>
Sterling Partners' Balanced Portfolio..................... 14.23% 9.35% 9.33% 3/15/91
Sterling Partners' Equity Portfolio....................... 16.61% ---- 12.66% 5/15/91
Sterling Partners' Short-Term Fixed Income Portfolio...... 8.16% ---- 4.95% 2/10/92
</TABLE>
These figures were calculated according to the following formula:
P(1 + T)/n/ = ERV
where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment made at the
beginning of the 1, 5, or 10 year periods at the end of the 1, 5, or 10
year periods (or fractional portion thereof).
Service Class Shares of the Sterling Partners' Portfolios were not
offered as of April 30, 1996. Accordingly, no total return figures are
available.
YIELD
Current yield reflects the income per share earned by a Portfolio's
investments. Since Service Class Shares of the Sterling Partners' Short-Term
Fixed Income Portfolio bear additional service and distribution expenses, the
yield of the Service Class Shares of the Portfolio will generally be lower than
that of the Institutional Class Shares of the Portfolio.
The current yield of the Sterling Partners' Short-Term Fixed Income
Portfolio is determined by dividing the net investment income per share earned
during a 30-day base period by the maximum offering price per share on the last
day of the period and annualizing the result. Expenses accrued for the period
include any fees charged to all shareholders during the base period. The yield
for the Sterling Partners' Short-Term Fixed Income Portfolio for the 30-day
period ended April 30, 1996 was 5.66%.
This figure was obtained using the following formula:
Yield = 2[(a - b + 1)/6/ - 1]
-----
cd
where:
a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the period that
were entitled to distributions receive income
d = the maximum offering price per share on the last day of the period.
Service Class Shares of the Sterling Partners' Short-Term Fixed Income
Portfolio were not offered as of April 30, 1996. Accordingly, no yield figure
is available.
12
<PAGE>
COMPARISONS
To help investors better evaluate how an investment in a Portfolio of the
Fund might satisfy their investment objective, advertisements regarding the Fund
may discuss various measures of Fund performance as reported by various
financial publications. Advertisements may also compare performance (as
calculated above) to performance as reported by other investments, indices and
averages. The following publications, indices and averages may be used:
(a) Dow Jones Composite Average or its component averages - an unmanaged
index composed of 30 blue-chip industrial corporation stocks (Dow
Jones Industrial Average), 15 utilities company stocks and 20
transportation stocks. Comparisons of performance assume reinvestment
of dividends.
(b) Standard & Poor's 500 Stock Index or its component indices - an
unmanaged index composed of 400 industrial stocks, 40 financial
stocks, 40 utilities stocks and 20 transportation stocks. Comparisons
of performance assume reinvestment of dividend.
(c) The New York Stock Exchange composite or component indices - unmanaged
indices of all industrial, utilities, transportation and finance
stocks listed on the New York Stock Exchange.
(d) Wilshire 5000 Equity Index or its component indices - represents the
return on the market value of all common equity securities for which
daily pricing is available. Comparisons of performance assume
reinvestment of dividends.
(e) Lipper - Mutual Fund Performance Analysis and Lipper - Fixed Income
Fund Performance Analysis - measures total return and average current
yield for the mutual fund industry. Rank individual mutual fund
performance over specified time periods, assuming reinvestments of all
distributions, exclusive of any applicable sales charges.
(f) Morgan Stanley Capital International EAFE Index and World Index -
respectively, arithmetic, market value-weighted averages of the
performance of over 900 securities listed on the stock exchanges of
countries in Europe, Australia and the Far East, and over 1,400
securities listed on the stock exchanges of these continents,
including North America.
(g) Goldman Sachs 100 Convertible Bond Index - currently includes 67 bonds
and 33 preferred. The original list of names was generated by
screening for convertible issues of 100 million or greater in market
capitalization. The index is priced monthly.
(h) Salomon Brothers GNMA Index - includes pools of mortgages originated
by private lenders and guaranteed by the mortgage pools of the
Government National Mortgage Association.
(i) Salomon Brothers High Grade Corporate Bond Index - consists of
publicly issued, non-convertible corporate bonds rated AA or AAA. It
is a value-weighted, total return index, including approximately 800
issues with maturities of 12 years or greater.
(j) Salomon Brothers Broad Investment Grade Bond - is a market-weighted
index that contains approximately 4,700 individually priced investment
grade corporate bonds rated BBB or better. U.S. Treasury/agency issues
and mortgage passthrough securities.
(k) 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.
(l) The Lehman Brothers 1-3 Year Government Bond Index - The Government
Bond Index is made up of the Treasury Bond Index (all public
obligations of the U.S. Treasury, excluding flower bonds and foreign-
targeted issues with maturities of one to three years) and the Agency
Bond Index (all publicly issued debt of U.S. Government agencies and
quasi-federal corporations, and corporate debt guaranteed by the U.S.
Government with maturities of one to three years). The Lehman Brothers
Bond Indices include fixed rate debt issues rated investment grade or
higher by Moody's Investors Service, Standard and Poor's
13
<PAGE>
Corporation, or Fitch Investors Service, in that order. All issues
have at least one year to maturity and an outstanding par value of at
least $100 million for U.S. Government issues and $50 million for all
others.
(m) The Salomon Brothers 3 Month T-Bill Average - The average return for
all treasury bills for the previous three month period.
(n) The Lehman Brothers Intermediate Government/Corporate Index is an
unmanaged index composed of a combination of the Government and
Corporate Bond Indices. All issues are investment grade (BBB) or
higher, with maturities of one to ten years and an outstanding par
value of at least $100 million for U.S. Government issues and $25
million for others. The Government Index includes public obligations
of the U.S. Treasury, issues of Government agencies, and corporate
debt backed by the U.S. Government. The Corporate Bond Index includes
fixed-rate nonconvertible corporate debt. Also included are Yankee
Bonds and nonconvertible debt issued by or guaranteed by foreign or
international governments and agencies. Any security downgraded during
the month is held in the index until month-end and then removed. All
returns are market value weighted inclusive of accrued income.
(o) Lehman Brothers Government/Corporate Bond Index - is an unmanaged
index composed of approximately 5,000 publicly issued, fixed rate,
non-covertible corporate and U.S. Government debt rated "Baa" or
better, with at least one year to maturity and at least $1 million par
value outstanding. It is a market value-weighted price index, in which
the relative importance of each issue is proportional to its aggregate
market value. The percentage change between one month's total market
value and the next, plus one twelfth of the current yield, results in
monthly total return. The rates of return reflect total return, with
interest reinvested.
(p) Donoghue's Money Fund Average is an average of all major money market
fund yields, published weekly for 7- and 30-day yields.
(q) The Merrill Lynch 1-3 Year Treasury Index is an unmanaged index
composed of all outstanding U.S. Treasury issues maturing within one
to three years.
(r) The Merrill Lynch 1-3 Year Corporate Index is an unmanaged index
composed of all outstanding public issues with a quality rating BBB3 -
AAA maturing within one to three years.
(s) 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.
(t) Value Line - composed of over 1,600 stocks in the Value Line
Investment Survey.
(u) Russell 2000 - composed of the 2,000 smallest stocks in the Russell
3000, market value weighted index of the 3,000 largest U.S. publicly-
traded companies.
(v) 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, 65% Standard & Poor's
500 Stock Index and 35% Salomon Brothers High Grade Bond Index; 60%
Standard & Poor's 500 Stock Index and 40% Lehman Brothers
Government/Corporate Bond Index and 50% Standard & Poor's 500 Stock
Index, 45% Lehman Brothers Intermediate Government/Corporate Index and
5% Salomon Brothers 3 Month T-Bill Index.
(w) CDA Mutual Fund Report, published by CDA Investment Technologies,
Inc. - analyzes price, current yield, risk, total return and average
rate of return (average compounded growth rate) over specified time
periods for the mutual fund industry.
(x) Mutual Fund Source Book, published by Morningstar, Inc. - analyzes
price, yield, risk and total return for equity funds.
(y) Financial publications: Business Week, Changing Times, Financial
World, Forbes, Fortune, Money, Barron's, Consumer's Digest, Financial
Times, Global Investor, Investor's Daily, Lipper Analytical
14
<PAGE>
Services, Inc., Morningstar, Inc., New York Times, Personal Investor,
Wall Street Journal and Weisenberger Investment Companies Service -
publications that rate fund performance over specified time periods.
(z) 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.
(aa) 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.
(bb) Savings and Loan Historical Interest Rates - as published by the U.S.
Savings and Loan League Fact Book.
(cc) Historical data supplied by the research departments of First Boston
Corporation, the J.P. Morgan companies, Salomon Brothers, Merrill
Lynch, Pierce, Fenner & Smith, Lehman Brothers, Inc. and Bloomberg
L.P.
In assessing such comparisons of performance, an investor should keep in
mind that the composition of the investments in the reported indices and
averages is not identical to the composition of investments in the Fund's
Portfolios, that the averages are generally unmanaged, and that the items
included in the calculations of such averages may not be identical to the
formula used by the Fund to calculate its futures. In addition, there can be no
assurance that the Fund will continue this performance as compared to such other
averages.
GENERAL INFORMATION
DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized under the name "ICM Fund, Inc." as a Maryland
corporation on October 11, 1988. On January 18, 1989, the name of the Fund was
changed to "The Regis Fund, Inc." On October 31, 1995, the name of the Fund was
changed to "UAM Funds, Inc." The Fund's principal executive office is located at
One International Place, Boston, MA 02110; however, all investor correspondence
should be directed to the Fund at the 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 authorize the Directors to issue 3,000,000,000 shares
of common stock, $.001 par value. The Board of Directors has the power to
designate one or more series (Portfolios) or classes of common stock and to
classify or reclassify any unissued shares with respect to such Portfolios,
without further action by shareholders. Currently, the Fund is offering shares
of 30 Portfolios. The Directors of the Fund may create additional Portfolios and
classes of shares at a future date.
Both classes of shares of each Portfolio of the Fund, when issued and paid
for as provided for in the Prospectuses, will be fully paid and nonassessable,
have no preference as to conversion, exchange, dividends, retirement or other
features and have no preemptive rights. The shares of the Fund have
noncumulative voting rights, which means that the holders of more than 50% of
the shares voting for the election of Directors can elect 100% of the Directors
if they choose to do so. A shareholder is entitled to one vote for each full
share held (and a fractional vote for each fractional share held), then standing
in his or her name on the books of the Fund. Both Institutional Class and
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 and the distribution of such shares,
and have exclusive voting rights with respect to matters relating to such
distribution expenditures.
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The Fund's policy is to distribute substantially all of each 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.
15
<PAGE>
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 that 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 the Portfolios 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 each Portfolio to continue to qualify for Federal income tax
treatment as a regulated investment company under the Internal Revenue Code of
1986, as amended (the "Code"), at least 90% of its gross income for a taxable
year must be derived from qualifying income; i.e., dividends, interest, income
derived from loans of securities, and gains from the sale of securities or
foreign currencies, or other income derived with respect to its business of
investing in such securities or currencies. In addition, gains realized on the
sale or other disposition of securities held for less than three months must be
limited to less than 30% of the 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 Institutional Class Shares of the Sterling
Partners' Balanced, Equity and Short-Term Fixed Income Portfolios and the
Financial Highlights for the respective periods presented, which appear in the
Portfolios' 1995 Annual Report to Shareholders, and the report thereon of Price
Waterhouse LLP, independent accountants, also appearing therein, which were
previously filed electronically with the Commission (Accession Number:
0000950109-96-000061) and the unaudited 1996 Semi-Annual Report to Shareholders
also previously filed electronically with the Commission (Accession Number:
0000842286-96-000001), 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 assert a claim against the United States itself in the
event the agency or instrumentality does not meet its commitment. Agencies which
are backed by the full faith and credit of the United States include the Export-
Import Bank, Farmers Home Administration, Federal Financing Bank, and others.
Certain agencies and instrumentalities, such as the Government National Mortgage
Association are, in effect, backed by the full faith and credit of the United
States through provisions in their charters that they may make "indefinite and
unlimited" drawings on the U.S. Treasury, if needed to service its debt. Debt
from certain other agencies and instrumentalities, including the Federal Home
Loan Bank and Federal National Mortgage Association, is not guaranteed by the
United States, but those institutions are protected by the discretionary
authority of the U.S. Treasury to purchase certain amounts of their securities
to assist the institution in meeting its debt obligations. Finally, other
agencies and instrumentalities, such as the Farm Credit System and the Federal
Home Loan Mortgage Corporation, are federally chartered institutions under
Government supervision, but their debt securities are backed only by the credit
worthiness of those institutions, not the U.S. Government.
Some of the U.S. Government agencies that issue or guarantee securities
include the Export-Import Bank of the United States, Farmers Home
Administration, Federal Housing Administration, Maritime Administration, Small
Business Administration, and the Tennessee Valley Authority.
III. COMMERCIAL PAPER
A Portfolio may invest in commercial paper (including variable amount
master demand notes) rated A-1 or better by S&P or Prime-1 by Moody's, or, if
unrated, issued by a corporation having an outstanding unsecured debt issue
rated A or better 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. Because 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
A-1
<PAGE>
secondary market for these notes, although they are redeemable (and thus
immediately repayable by the borrower) at face value, plus accrued interest, at
any time. In connection with the Portfolio's investment in variable amount
master demand notes, the Adviser's investment management staff will monitor, on
an ongoing basis, the earning power, cash flow and other liquidity ratios of the
issuer, and the borrower's ability to pay principal and interest on demand.
Commercial paper rated A-1 by S&P has the following characteristics: (1)
liquidity ratios are adequate to meet cash requirements; (2) long-term senior
debt is rated "A" or better; (3) the issuer has access to at least two
additional channels of borrowing; (4) basic earnings and cash flow have an
upward trend with allowance made for unusual circumstances; (5) typically, the
issuer's industry is well established and the issuer has a strong position
within the industry; (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 obligations which may be present or may
arise as a result of public interest questions and preparations to meet such
obligations.
IV. 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 be increased or decreased periodically.
Frequently, dealers selling variable rate certificates of deposit to a Portfolio
will agree to repurchase such instruments, at the Portfolio's option, at par on
or near the coupon dates. The dealers' obligations to repurchase these
instruments are subject to conditions imposed by various dealers; such
conditions typically are the continued credit standing of the issuer and the
existence of reasonably orderly market conditions. The Portfolio is also able to
sell variable rate certificates of deposit in the secondary market. Variable
rate certificates of deposit normally carry a higher interest rate than
comparable fixed rate certificates of deposit. A bankers' acceptance is a time
draft drawn on a commercial bank by a borrower usually in connection with an
international commercial transaction (to finance the import, export, transfer or
storage of goods). The borrower is liable for payment as well as the bank, which
unconditionally guarantees to pay the draft at its face amount on the maturity
date. Most acceptances have maturities of six months or less and are traded in
the secondary markets prior to maturity.
A-2
<PAGE>
PART C
UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)
POST-EFFECTIVE AMENDMENT NO. 42
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
1. INCORPORATED BY REFERENCE IN THEIR RESPECTIVE STATEMENTS OF ADDITIONAL
INFORMATION SEMI-ANNUAL REPORTS FOR THE FUND, EACH DATED APRIL 30, 1996, FILED
ELECTRONICALLY PURSUANT TO SECTION 30(B)(2) OF THE INVESTMENT COMPANY ACT OF
1940, AS AMENDED, (ACCESSION NUMBER 0000842286-96-000001):
Acadian International Equity Portfolio Institutional Class Shares
Acadian Emerging Markets Portfolio Institutional Class Shares
C & B Balanced Portfolio Institutional Class Shares
C & B Equity Portfolio Institutional Class Shares
DSI Disciplined Value Portfolio Institutional Class Shares
DSI Limited Maturity Bond Portfolio Institutional Class Shares
DSI Money Market Portfolio Institutional Class Shares
FMA Small Company Portfolio Institutional Class Shares
ICM Equity Portfolio Institutional Class Shares
ICM Fixed Income Portfolio Institutional Class Shares
ICM Small Company Portfolio Institutional Class Shares
McKee U.S. Government Portfolio Institutional Class Shares
McKee Domestic Equity Portfolio Institutional Class Shares
McKee International Equity Portfolio Institutional Class Shares
NWQ Balanced Portfolio Institutional Class Shares
NWQ Value Equity Portfolio Institutional Class Shares
Rice, Hall, James Small Cap Portfolio Institutional Class Shares
Sirach Fixed Income Portfolio Institutional Class Shares
Sirach Growth Portfolio Institutional Class Shares
Sirach Short-Term Reserves Portfolio Institutional Class Shares
Sirach Strategic Balanced Portfolio Institutional Class Shares
Sirach Special Equity Portfolio Institutional Class Shares
SAMI Preferred Stock Income Portfolio Institutional Class Shares
Sterling Partners' Balanced Portfolio Institutional Class Shares
Sterling Partners' Equity Portfolio Institutional Class Shares
Sterling Partners' Short-Term Fixed Income Portfolio Institutional
Class Shares
TS&W Equity Portfolio Institutional Class Shares
TS&W Fixed Income Portfolio Institutional Class Shares
TS&W International Equity Portfolio Institutional Class Shares
The unaudited Financial Statements for the above-referenced Portfolios
set forth in each Portfolio's Semi-Annual Report dated April 30, 1996 include:
(a) Statement of Net Assets as of April 30, 1996;
(b) Statement of Operations for the period ended April 30, 1996;
(c) Statement of Changes in Net Assets for the period ended
April 30, 1996;
(d) Financial Highlights as of April 30, 1996; and
(e) Notes to the Financial Statements.
2. 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.
3. 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
<PAGE>
Sterling Partners' Balanced Portfolio Institutional Class Shares
Sterling Partners' Equity Portfolio Institutional Class Shares
Sterling Partners' Short-Term Fixed Income Portfolio Institutional
Class Shares
TS&W Equity Portfolio Institutional Class Shares
TS&W Fixed Income Portfolio Institutional Class Shares
TS&W International Equity Portfolio Institutional Class Shares
The Financial Statements for the above-referenced Portfolios set forth
in each Portfolio's Annual Report dated October 31, 1995 include:
(a) Statement of Net Assets as of October 31, 1995;
(b) Statement of Operations for the period ended October 31, 1995;
(c) Statement of Changes in Net Assets for the period ended
October 31, 1995;
(d) Financial Highlights as of October 31, 1995;
(e) Notes to Financial Statements; and
(f) Report of Independent Accountants.
<PAGE>
(b) Exhibits
Exhibits previously filed by the Fund are incorporated by reference
to such filings. The following table describes the location of all
exhibits. In the table, the following references are used: RS = original
Registration Statement on Form N-1A filed October 31, 1988; Pre EA =
Pre-Effective Amendment No. 1 filed March, 1989; PEA = Post-Effective
Amendment (pertinent numbers for each PEA are included after "PEA",
e.g., PEA #3 means the third PEA under the Securities Act of 1933.)
<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, PEA #41, Filed herewith
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 #39, PEA #40, PEA #41, Filed herewith
5. Investment Advisory RS, Pre EA, PEA #1,
Agreements 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 #40, PEA #41, Filed herewith
6. Distribution Agreement PEA #2
Form of Amended and Restated
Distribution Agreement between
RFI Distributors and The Regis
Fund, Inc. PEA #28
7. Directors' and Officers'
Contracts and Programs Not Applicable
8. Custody Agreements
A. Custodian Agreement Pre EA
B. Corporate Custody
Agreement PEA #2
9. Other Material Contracts
A. Fund Administration
Agreement between UAM
Funds, Inc. and UAM
Fund Services, Inc. PEA #40
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
B. Mutual Funds Service
Agreement between UAM
Fund Services, Inc. and
Chase Global Funds
Services Company PEA #40
10. Opinion and Consent of Counsel Pre EA
11. Other Opinions and Consents
A. Consent of Independent
Accountants with respect
to 1995 Annual Reports PEA #36
12. Other Financial Statements Not applicable
13. Agreements relating to Initial
Capital
A. Purchase Agreement Pre EA
14. Model Retirement Plans Not Applicable
15. 12b-1 Plans
A. Form of Distribution Plan PEA #28
B. Form of Selling Dealer
Agreement PEA #28
C. Form of Shareholder
Services Plan PEA #28
D. Form of Service Agreement
(12b-1 Plan) PEA #28
E. Form of Service Agreement
(Shareholder Services Plan)PEA #28
16. Performance Quotation Schedule PEA #5, PEA #8
18. Rule 18f-3 Multiple Class Plan PEA #36
24. Powers of Attorney PEA #5, PEA #8, PEA #35
27. Financial Data Schedules for
the period ended:
A. October 31, 1995 PEA #36
B. March 31, 1996 PEA #38
C. October 31, 1995 (for Sterling Partners' Portfolios), filed herewith
D. April 30, 1996 (for Sterling Partners' Portfolios), filed herewith
</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 (September 30, 1996).
<TABLE>
<CAPTION>
<S> <C>
Acadian Emerging Markets Portfolio Institutional Class Shares..... 28
Acadian International Equity Portfolio Institutional Class Shares. 13
AEW Commercial Mortgage-Backed Securities Portfolio Institutional
Class Shares*.................................................... 112
C&B Balanced Portfolio Institutional Class Shares................. 50
C&B Equity Portfolio Institutional Class Shares................... 189
DSI Disciplined Value Portfolio Institutional Class Shares........ 47
DSI Limited Maturity Bond Portfolio Institutional Class Shares.... 29
DSI Money Market Portfolio Institutional Class Shares............. 41
Enhanced Monthly Income Portfolio Institutional Class Shares...... 7
FMA Small Company Portfolio Institutional Class Shares............ 45
HJMC Equity Portfolio Institutional Class Shares *................ 0
ICM Fixed Income Portfolio Institutional Class Shares............. 31
ICM Small Company Portfolio Institutional Class Shares............ 244
ICM Equity Portfolio Institutional Class Shares................... 25
McKee U.S. Government Portfolio Institutional Class Shares........ 18
McKee Domestic Equity Portfolio Institutional Class Shares........ 20
McKee International Equity Portfolio Institutional Class Shares... 37
NWQ Balanced Portfolio Institutional Class Shares................. 15
NWQ Balanced Portfolio Institutional Service Class Shares......... 8
NWQ Value Equity Portfolio Institutional Class Shares............. 15
NWQ Value Equity Portfolio Institutional Service Class Shares *... 0
Rice, Hall, James Small Cap Portfolio Institutional Class Shares.. 179
SAMI Preferred Stock Income Portfolio Institutional Class Shares.. 13
Sirach Special Equity Portfolio Institutional Class Shares........ 171
Sirach Strategic Balanced Portfolio Institutional Class Shares.... 65
Sirach Growth Portfolio Institutional Class Shares................ 104
Sirach Fixed Income Portfolio Institutional Class Shares.......... 31
Sirach Short-Term Reserves Portfolio Institutional Class Shares... 30
Sirach Special Equity Portfolio Institutional Service Class
Shares*.......................................................... 3
Sirach Strategic Balanced Portfolio Institutional Service Class
Shares*.......................................................... 0
Sirach Growth Portfolio Institutional Service Class Shares*....... 3
Sterling Partners' Balanced Portfolio Institutional Class Shares.. 135
Sterling Partners' Equity Portfolio Institutional Class Shares.... 93
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.................. 230
TS&W Fixed Income Portfolio Institutional Class Shares............ 149
TS&W International Equity Portfolio Institutional Class Shares.... 363
TOTAL.............................................................2,618
</TABLE>
*Portfolio has been authorized for sale of shares but has yet to begin
operations.
<PAGE>
Item 27. Indemnification
Reference is made to Article NINTH of the Registrant's Articles of
Incorporation, which was filed as Exhibit No. 1 to the Registrant's initial
registration statement. Insofar as indemnification for liability arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provision, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefor, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
Item 28. Business and Other Connections of Investment Advisers
Reference is made to the captions "Investment Adviser" and
"Administrative Services" in the Prospectuses constituting Part A of this
Registration Statement and "Management of the Fund" and "Investment Adviser" in
Part B of this Registration Statement.
Acadian Asset Management, Inc.
Listed below are the executive officers and directors of Acadian Asset
Management, Inc. ("AAM"). The business address of AAM is Two International
Place - 26th Floor, Boston, Massachusetts 02110. No officer or director of AAM
has any other affiliation with the Registrant.
Dr. Gary L. Bergstrom, President and Director
Ronald D. Frashure, Executive Vice President and Director
John R. Chisholm, Senior Vice President
Stella M. Hammond, Senior Vice President
Churchill G. Franklin, Senior Vice President
Richard O. Michaud, Senior Vice President
Matthew V. Pierce, Senior Vice President
James W. Graves, Senior Vice President
Cooke & Bieler, Inc.
Listed below are the executive officers and directors of Cooke &
Bieler, Inc. ("C&B"). The business address of C&B is 1700 Market Street,
Philadelphia, Pennsylvania 19103. No officer or Director of C&B has any other
affiliation with the Registrant.
James C. A. McClennon, Partner and Director
Robert B. Arthur, Partner and Director
Walter W. Grant, Partner and Director
Charles E. Haldeman, Partner and Director
John J. Medveckis, Partner and Director
Russell G. Redenbaug, Partner and Director
<PAGE>
Cooke & Bieler, Inc. (continued)
Ronald D. Henrikisen, Director
Robert R. Glauber, Director
R. James O'Neil, Vice President
Bruce A. Smith, Vice President
Peter A. Thompson, Vice President
Kermit S. Eck, Vice President
Michael M. Meyer, Vice President
Dewey Square Investors Corporation
Listed below are the executive officers and directors of Dewey Square
Investors Corporation ("DSI"). The business address of DSI is One Financial
Center, Boston, Massachusetts 02111. Mr. Whitman is a director of the
Registrant. No other officer or director of DSI has any other affiliation with
the Registrant.
Peter M. Whitman, Jr., President
Ronald L. McCullough, Vice President
G.A. David Gray, Vice President
Eva S. Dewitz, Vice President
Marilyn R. Stegner, Secretary and Treasurer
Fiduciary Management Associates, Inc.
Listed below are the executive officers and directors of Fiduciary
Management Associates, Inc. ("FMA"). The business address of FMA is 55 West
Monroe Street, Suite No. 2550, Chicago, Illinois 60603. No officer or director
of FMA has any other affiliation with the Registrant.
Robert F. Carr III, Director, Chairman and Secretary
Patricia A. Falkowski, President & Chief Investment Officer
Robert W. Thornburgh, Jr., Executive Vice President
and Treasurer
Philip E. Arnold, Chairman of Executive Committee
Lloyd J. Spicer, Senior Vice President
Albert W. Gustafson, Senior Vice President
Investment Counselors of Maryland, Inc.
Listed below are the executive officers and directors of Investment
Counselors of Maryland, Inc. ("ICM"). The business address of ICM is 803
Cathedral Street, Baltimore, Maryland 21201. No officer or director of ICM has
any other affiliation with the Registrant.
Craig Lewis, Principal and Director
Linda W. McCleary, Principal and Director
Robert D. McDorman, Jr., Principal and Director
Stephen T. Scott, Principal and Director
David E. Nelson, Principal and Director
Paul L. Borssuck, Principal
Charles W. Neuhauser, Senior Vice President
Daniel O. Shackelford, Senior Vice President
Robert F. Boyd, Executive Vice President
<PAGE>
C.S. McKee & Company, Inc.
Listed below are the executive officers and directors of C.S. McKee &
Company, Inc. ("C.S. McKee"). The business address of C.S. McKee is One
Gateway Center, Pittsburgh, Pennsylvania 15222. No officer or director of
C.S. McKee has any other affiliation with the Registrant.
Charles E. Jacobs, Chairman
James H. Hanes, President and Director
Joseph F. Bonomo, Jr., Senior Vice President
Walter C. Bean, Senior Vice President
William J. Andrews, Vice President
Kathryn J. Murin, Senior Vice President
Joseph A. Murvar, Portfolio Manager
Malcolm G. Nimick, Portfolio Manager
Norman S. Allan, Senior Vice President
Bradford J. Hanes, Assistant Vice President
Lloyd F. Stamy, Jr., Senior Vice President
William Vescio, Vice President
Susan A. Darragh, Treasurer
NWQ Investment Management Company
Listed below are the executive officers and directors of NWQ Investment
Management Company, Inc. ("NWQ"). The business address of NWQ is 655 South Hope
Street, 11th Floor, Los Angeles, California 90017. No officer or director of
NWQ has any other affiliation with the Registrant.
David A. Polak, President and Director
Edward C. Friedel, Jr., Director and Managing Director
James P. Owen, Managing Director
James H. Galbreath, Director and Managing Director
Mary-Gene Slaven, Clerk, CFO, COO and Managing Director
Michael C. Mendez, Managing Director
Phyllis G. Thomas, Managing Director
Paul R. Guastamacchio, Vice President and Portfolio Manager
Martin Pollack, Vice President and Portfolio Manager
Thomas J. Laird, Vice President and Portfolio Manager
Justin T. Clifford, Vice President
Jeffrey M. Cohen, Vice President and Portfolio Manager
Karen S. McCue, Vice President and Director of Institutional
Marketing
Ronald R. Sternal, Vice President
Ronald R. Halverson, Vice President
Kathy Seraff, Vice President
<PAGE>
Rice, Hall, James & Associates
Listed below are the executive officers and directors of Rice, Hall,
James & Associates ("RHJ"). The business address of RHJ is 600 West Broadway,
Suite 1000, San Diego, California 92101. No officer or director of RHJ has
any other affiliation with the Registrant.
Walter H. Beck, Director and Senior Vice President
Hubert M. Collins, Vice President and Portfolio Manager
Charles G. King, Vice President and Portfolio Manager
Thomas W. McDowell, Director, President and Portfolio
Manager
Gary S. Rice, Vice President and Portfolio Manager
David P. Tessmer, Director, Vice President and Portfolio
Manager
Timothy A. Todaro, Vice President and Portfolio Manager
Samuel R. Trozzo, Chairman and Chief Executive Officer
Mitchell S. Little, Vice President
Michelle P. Connell, Vice President and Portfolio Manager
James Dickinson, Vice President and Portfolio Manager
Sirach Capital Management, Inc.
Listed below are the executive officers and directors of Sirach Capital
Management, Inc. ("Sirach"). The business address of Sirach is 3323 One Union
Square, 600 University Street, Seattle, Washington 98101. No officer or director
of Sirach has any other affiliation with the Registrant.
Harvey G. Bateman, Treasurer and Director
Barry E. Fetterman, Secretary and Director
Thomas Gillespie, Vice President and Director
George B. Kauffman, Chairman of the Board and Director
William B. Sanders, President and Director
Spectrum Asset Management, Inc.
Listed below are the executive officers and directors of Spectrum Asset
Management, Inc. ("SAMI"). The business address of SAMI is 4 High Ridge Park,
Stamford, Connecticut 06905. No officer or director of SAMI has any other
affiliation with the Registrant.
Scott T. Fleming, Chairman of the Board and Chief Financial
Officer
Bernard M. Sussman, Senior Vice President
L. Phillip Jacoby, IV, Vice President - Portfolio Management
Margaret S. Gilliland, Vice President
Patrick G. Hurley, Hedge Manager
<PAGE>
Sterling Capital Management Company
Listed below are the executive officers and directors of Sterling
Capital Management Company ("Sterling"). The business address of Sterling is
One First Union Center, 301 S. College Street, Suite 3200, Charlotte, NC 28246.
No officer or director of Sterling has any other affiliation with the
Registrant.
W. Olin Nisbet, III, Chairman and Chief Executive Officer
Mark W. Whalen, President
David M. Ralston, Chief Investment Officer
J. Calvin Rivers, Executive Vice President
Harry F. Wolfe, Jr., Senior Vice President
Alexander W. McAlister, Senior Vice President
James R. Norris, Senior Vice President
Brian R. Walton, Senior Vice President
Eduardo A. Brea, Vice President
Mary D. Chaney, Vice President and Secretary/Treasurer
Rebecca G. Douglass, Vice President
Mary Weeks Frutain, Vice President
Esther L. Glenn Vice President
Thompson, Siegel & Walmsley, Inc.
Listed below are the executive officers and directors of Thompson,
Siegel and Walmsley, Inc. ("TS&W"). The business address of TS&W is 5000
Monument Avenue, Richmond, Virginia 23230. No officer or director of TS&W has
any other affiliation with the Registrant.
John T. Siegel, President, Treasurer and Director
Matthew G. Thompson, Senior Vice President and Director
S. Pierce Walmsley, IV, Senior Vice President and Director
Kathleen M. Blanton, Vice President
Lori N. Anderson, Vice President
Charles A. Gomer, III, Vice President
Paul A. Ferwerda, Vice President
Peter D. Hartman, Vice President
G.D. Rothenberg, Vice President
Horace P. Whitworth, II, Vice President and Secretary
Elizabeth Cabell Jennings, Vice President
Alan C. Ashworth, Vice President
AAM, C&B, DSI, FMA, ICM, C.S. McKee, NWQ, RHJ, Sirach, SAMI,
Sterling and TS&W are each wholly-owned affiliates of United Asset Management
Corporation ("UAM"), a Delaware corporation acquiring and owning firms engaged
primarily in institutional investment management.
<PAGE>
Item 29. Principal Underwriters
(a) UAM Fund Distributors, Inc., the firm which acts as sole
distributor of the Registrant's shares, also acts as distributor
for UAM Funds Trust (formerly The Regis Fund II).
(b) Not applicable.
(c) Not applicable.
Item 30. Location of Accounts and Records
The books, accounts and other documents required by Section 3(a) under
the Investment Company Act of 1940, as amended (the "1940 Act") and rules
promulgated thereunder will be maintained in the physical possession of the
Registrant, the Registrant's Advisers, the Registrant's Sub-Transfer and
Sub-Administrative Agent (Chase Global Funds Services Company, 73 Tremont
Street, Boston, Massachusetts 02108) and the Registrant's Custodian Bank (The
Chase Manhattan Bank, 4 Chase MetroTech Center, Brooklyn, New York, 11245.)
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 Sterling Partners' Small Cap Value Portfolio within four to six months
of the effective date of such Portfolio or the commencement of operations of the
Portfolio, whichever is later.
(ii) Registrant undertakes to file a post-effective
amendment containing reasonably current financial statements, which need not
be certified for the C & B Equity Portfolio for Taxable Investors and C & B
Mid Cap Equity Portfolio within four to six months of the effective date of such
Portfolios or the commencement of operations of each Portfolio, whichever is
later.
(iii) 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.
(iv) 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.
(v) 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.
(vi) 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.
(vii) 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.
(viii) 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.
<PAGE>
(c) 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.
(d) 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>
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
Massachusettes on the 18th day of October, 1996.
UAM FUNDS, INC.
*
----------------------
Norton H. Reamer
Chairman and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:
<TABLE>
<S> <C> <C>
* , Chairman and President October 18, 1996
- -----------------------
Norton H. Reamer
* , Director October 18, 1996
- -----------------------
Mary Rudie Barneby
* , Director October 18, 1996
- -----------------------
John T. Bennett, Jr
* , Director October 18, 1996
- -----------------------
J. Edward Day
* , Director October 18, 1996
- -----------------------
Philip D. English
* , Director October 18, 1996
- -----------------------
William A. Humenuk
* , Director October 18, 1996
- -----------------------
Peter M. Whitman, Jr.
/s/ Gary L. French , Treasurer and Principal October 18, 1996
- ----------------------- Financial and Accounting Officer
Gary L. French
/s/ Karl O. Hartmann October 18, 1996
- -----------------------
* Karl O. Hartmann
(Attorney-in-Fact)
</TABLE>
<PAGE>
UAM FUNDS, INC.
(formerly The Regis Fund, Inc.)
File Nos. 811-5683/33-25355
Post-Effective Amendment #42
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
1B Articles Supplementary
4 Specimen of Securities
5 Investment Advisory Agreement
27A Financial Data Schedules
for the 12 months ended 10/31/95
27B Financial Data Schedules
for the 6 months ended 4/30/96
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<CIK> 0000842286
<NAME> UAM FUNDS, INC.
<SERIES>
<NUMBER> 12
<NAME> STERLING PARTNERS' BALANCED PORTFOLIO
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 6-MOS
<FISCAL-YEAR-END> OCT-31-1995 OCT-31-1996
<PERIOD-START> NOV-01-1994 NOV-01-1995
<PERIOD-END> OCT-31-1995 APR-30-1996
<INVESTMENTS-AT-COST> 61,863 58,398
<INVESTMENTS-AT-VALUE> 65,402 64,013
<RECEIVABLES> 510 423
<ASSETS-OTHER> 10 6
<OTHER-ITEMS-ASSETS> 26 1
<TOTAL-ASSETS> 65,948 64,443
<PAYABLE-FOR-SECURITIES> 943 0
<SENIOR-LONG-TERM-DEBT> 0 0
<OTHER-ITEMS-LIABILITIES> 72 65
<TOTAL-LIABILITIES> 1,015 65
<SENIOR-EQUITY> 0 0
<PAID-IN-CAPITAL-COMMON> 57,718 56,800
<SHARES-COMMON-STOCK> 5,477 5,423
<SHARES-COMMON-PRIOR> 5,810 5,477
<ACCUMULATED-NII-CURRENT> 274 170
<OVERDISTRIBUTION-NII> 0 0
<ACCUMULATED-NET-GAINS> 3,402 1,793
<OVERDISTRIBUTION-GAINS> 0 0
<ACCUM-APPREC-OR-DEPREC> 3,539 5,615
<NET-ASSETS> 64,933 64,378
<DIVIDEND-INCOME> 642 336
<INTEREST-INCOME> 2,567 908
<OTHER-INCOME> 0 0
<EXPENSES-NET> (625) (309)
<NET-INVESTMENT-INCOME> 2,584 935
<REALIZED-GAINS-CURRENT> 3,427 1,809
<APPREC-INCREASE-CURRENT> 2,718 2,076
<NET-CHANGE-FROM-OPS> 8,729 4,820
<EQUALIZATION> 0 0
<DISTRIBUTIONS-OF-INCOME> (2,533) (1,039)
<DISTRIBUTIONS-OF-GAINS> (1,844) (3,418)
<DISTRIBUTIONS-OTHER> 0 0
<NUMBER-OF-SHARES-SOLD> 1,856 322
<NUMBER-OF-SHARES-REDEEMED> (2,580) (766)
<SHARES-REINVESTED> 391 389
<NET-CHANGE-IN-ASSETS> 260 (555)
<ACCUMULATED-NII-PRIOR> 223 274
<ACCUMULATED-GAINS-PRIOR> 1,819 3,402
<OVERDISTRIB-NII-PRIOR> 0 0
<OVERDIST-NET-GAINS-PRIOR> 0 0
<GROSS-ADVISORY-FEES> 490 235
<INTEREST-EXPENSE> 0 0
<GROSS-EXPENSE> 625 312
<AVERAGE-NET-ASSETS> 65,261 63,025
<PER-SHARE-NAV-BEGIN> 11.13 11.86
<PER-SHARE-NII> 0.46 0.18
<PER-SHARE-GAIN-APPREC> 1.04 0.70
<PER-SHARE-DIVIDEND> (0.45) (0.20)
<PER-SHARE-DISTRIBUTIONS> (0.32) (0.67)
<RETURNS-OF-CAPITAL> 0 0
<PER-SHARE-NAV-END> 11.86 11.87
<EXPENSE-RATIO> 0.96 0.99
<AVG-DEBT-OUTSTANDING> 0 0
<AVG-DEBT-PER-SHARE> 0 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<CIK> 0000842286
<NAME> UAM FUNDS, INC.
<SERIES>
<NUMBER> 13
<NAME> STERLING PARTNERS' EQUITY PORTFOLIO
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 6-MOS
<FISCAL-YEAR-END> OCT-31-1995 OCT-31-1996
<PERIOD-START> NOV-01-1994 NOV-01-1995
<PERIOD-END> OCT-31-1995 APR-30-1996
<INVESTMENTS-AT-COST> 30,574 29,513
<INVESTMENTS-AT-VALUE> 32,947 34,924
<RECEIVABLES> 35 90
<ASSETS-OTHER> 9 6
<OTHER-ITEMS-ASSETS> 10 0
<TOTAL-ASSETS> 33,001 35,020
<PAYABLE-FOR-SECURITIES> 985 0
<SENIOR-LONG-TERM-DEBT> 0 0
<OTHER-ITEMS-LIABILITIES> 47 39
<TOTAL-LIABILITIES> 1,032 39
<SENIOR-EQUITY> 0 0
<PAID-IN-CAPITAL-COMMON> 27,315 28,119
<SHARES-COMMON-STOCK> 2,335 2,403
<SHARES-COMMON-PRIOR> 1,863 2,335
<ACCUMULATED-NII-CURRENT> 44 36
<OVERDISTRIBUTION-NII> 0 0
<ACCUMULATED-NET-GAINS> 2,237 1,415
<OVERDISTRIBUTION-GAINS> 0 0
<ACCUM-APPREC-OR-DEPREC> 2,373 5,411
<NET-ASSETS> 31,969 34,981
<DIVIDEND-INCOME> 617 317
<INTEREST-INCOME> 73 30
<OTHER-INCOME> 0 0
<EXPENSES-NET> (260) (165)
<NET-INVESTMENT-INCOME> 430 182
<REALIZED-GAINS-CURRENT> 2,238 1,430
<APPREC-INCREASE-CURRENT> 1,464 3,038
<NET-CHANGE-FROM-OPS> 4,132 4,650
<EQUALIZATION> 0 0
<DISTRIBUTIONS-OF-INCOME> (412) (190)
<DISTRIBUTIONS-OF-GAINS> (1,076) (2,252)
<DISTRIBUTIONS-OTHER> 0 0
<NUMBER-OF-SHARES-SOLD> 665 214
<NUMBER-OF-SHARES-REDEEMED> (318) (329)
<SHARES-REINVESTED> 125 183
<NET-CHANGE-IN-ASSETS> 8,617 3,012
<ACCUMULATED-NII-PRIOR> 26 44
<ACCUMULATED-GAINS-PRIOR> 1,075 2,237
<OVERDISTRIB-NII-PRIOR> 0 0
<OVERDIST-NET-GAINS-PRIOR> 0 0
<GROSS-ADVISORY-FEES> 197 125
<INTEREST-EXPENSE> 0 0
<GROSS-EXPENSE> 320 196
<AVERAGE-NET-ASSETS> 26,240 33,622
<PER-SHARE-NAV-BEGIN> 12.54 13.69
<PER-SHARE-NII> 0.21 0.07
<PER-SHARE-GAIN-APPREC> 1.73 1.85
<PER-SHARE-DIVIDEND> (0.20) (0.08)
<PER-SHARE-DISTRIBUTIONS> (0.59) (0.97)
<RETURNS-OF-CAPITAL> 0 0
<PER-SHARE-NAV-END> 13.69 14.56
<EXPENSE-RATIO> 1.00 0.99
<AVG-DEBT-OUTSTANDING> 0 0
<AVG-DEBT-PER-SHARE> 0 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<CIK> 0000842286
<NAME> UAM FUNDS, INC.
<SERIES>
<NUMBER> 22
<NAME> STERLING PARTNERS' SHORT-TERM FIXED INCOME PORTFOLIO
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 6-MOS
<FISCAL-YEAR-END> OCT-31-1995 OCT-31-1996
<PERIOD-START> NOV-01-1994 NOV-01-1995
<PERIOD-END> OCT-31-1995 APR-30-1996
<INVESTMENTS-AT-COST> 24,147 24,034
<INVESTMENTS-AT-VALUE> 24,337 24,004
<RECEIVABLES> 384 393
<ASSETS-OTHER> 10 5
<OTHER-ITEMS-ASSETS> 24 0
<TOTAL-ASSETS> 24,755 24,402
<PAYABLE-FOR-SECURITIES> 0 0
<SENIOR-LONG-TERM-DEBT> 0 0
<OTHER-ITEMS-LIABILITIES> 33 75
<TOTAL-LIABILITIES> 33 75
<SENIOR-EQUITY> 0 0
<PAID-IN-CAPITAL-COMMON> 24,924 24,765
<SHARES-COMMON-STOCK> 2,481 2,465
<SHARES-COMMON-PRIOR> 2,503 2,481
<ACCUMULATED-NII-CURRENT> 0 (7)
<OVERDISTRIBUTION-NII> (7) 0
<ACCUMULATED-NET-GAINS> (385) (401)
<OVERDISTRIBUTION-GAINS> 0 0
<ACCUM-APPREC-OR-DEPREC> 190 (30)
<NET-ASSETS> 24,722 24,327
<DIVIDEND-INCOME> 0 0
<INTEREST-INCOME> 1,467 773
<OTHER-INCOME> 0 0
<EXPENSES-NET> (132) (69)
<NET-INVESTMENT-INCOME> 1,335 704
<REALIZED-GAINS-CURRENT> (146) (16)
<APPREC-INCREASE-CURRENT> 695 (220)
<NET-CHANGE-FROM-OPS> 1,884 468
<EQUALIZATION> 0 0
<DISTRIBUTIONS-OF-INCOME> (1,354) (704)
<DISTRIBUTIONS-OF-GAINS> 0 0
<DISTRIBUTIONS-OTHER> 0 0
<NUMBER-OF-SHARES-SOLD> 701 325
<NUMBER-OF-SHARES-REDEEMED> (850) (401)
<SHARES-REINVESTED> 127 60
<NET-CHANGE-IN-ASSETS> 340 (395)
<ACCUMULATED-NII-PRIOR> (9) (7)
<ACCUMULATED-GAINS-PRIOR> (241) (385)
<OVERDISTRIB-NII-PRIOR> 0 0
<OVERDIST-NET-GAINS-PRIOR> 0 0
<GROSS-ADVISORY-FEES> 120 62
<INTEREST-EXPENSE> 0 0
<GROSS-EXPENSE> 237 132
<AVERAGE-NET-ASSETS> 24,068 25,004
<PER-SHARE-NAV-BEGIN> 9.74 9.96
<PER-SHARE-NII> 0.54 0.28
<PER-SHARE-GAIN-APPREC> 0.23 (0.09)
<PER-SHARE-DIVIDEND> (0.55) (0.28)
<PER-SHARE-DISTRIBUTIONS> 0 0
<RETURNS-OF-CAPITAL> 0 0
<PER-SHARE-NAV-END> 9.96 9.87
<EXPENSE-RATIO> 0.55 0.55
<AVG-DEBT-OUTSTANDING> 0 0
<AVG-DEBT-PER-SHARE> 0 0
</TABLE>
<PAGE>
UAM FUNDS, INC.
ARTICLES SUPPLEMENTARY TO
ARTICLES OF INCORPORATION
UAM FUNDS, INC., a Maryland corporation having its principal office in
Boston, Massachusetts (the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland that:
FIRST: In accordance with the requirements of Section 2-208 of the
Maryland General Corporation Law, the Board of Directors of the Corporation, at
a meeting called for such purpose on September 10, 1996, adopted these Articles
Supplementary classifying or reclassifying unissued shares of the Common Stock
of the Corporation.
SECOND: (a) The Board of Directors of the Corporation has designated an
Institutional Class of the shares of each series of Common
Stock and an Institutional Service Class of the shares of
each series of Common Stock of the Corporation, par value
$.001 per share, having such preferences, conversion or
other voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of
redemption, identical in all respects, except for the class
designation, the allocation of certain expenses, voting
rights and exchange privileges.
(b) The shares of the Institutional Service Class represent
proportionate interests in the same portfolio of investments
as shares of the respective Institutional Class of the
Corporation. The shares of the Institutional Service Class
have the same preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption as
the shares of the respective Institutional Class, all as set
forth in the Articles of Incorporation of the Corporation,
except for the differences hereafter set forth:
1. The dividends and distributions of investment income
and capital gains with respect to the Institutional
Service Class of shares of Common Stock shall be in
such amounts as may be declared from time to time by
the Board of Directors, and such dividends and
distribution may vary with respect to such class from
the dividends and distributions of investment income
and capital gains with respect to the other classes of
the Common Stock of the Corporation to reflect
differing allocations of the expenses of the classes,
to such extent and for such purposes as the Board of
Directors may deem appropriate. The allocation of
investment income and capital gains and expenses and
liabilities of the Corporation among the classes of the
Common Stock of the Corporation shall be determined by
the Board of Directors in a manner that is consistent
with the Order dated April 26, 1994 (Investment Company
Act of 1940, Release No. 20250) issued by the
Securities and Exchange Commission, and any existing or
future amendment to such Order or any rule or
interpretation under
1
<PAGE>
the Investment Company Act of 1940, as amended, that
modifies or supersedes such Order;
2. Except as may otherwise be required by law pursuant to
any applicable order, rule, or interpretation issued by
the Securities and Exchange Commission, or otherwise,
the holders of the Institutional Service Class shares
shall have (i) exclusive voting rights with respect to
any matter submitted to a vote of stockholders that
affects only holders of the Institutional Service Class
shares, including without limitation, the provisions of
any Distribution Plan adopted pursuant to Rule 12(b)(1)
under the Investment Company Act of 1940, as amended (a
"Distribution Plan") applicable to the Institutional
Service Class and (ii) no voting rights with respect to
the provisions of any Distribution Plan applicable to
any other classes of the Common Stock of the
Corporation or with regard to any other matter
submitted to a vote of stockholders which does not
affect holders of the Institutional Service Class
shares.
THIRD: A new series of shares of the Corporation's Common Stock (par value
$.001 per share) is hereby designated as the Sterling Partners' Small Cap Value
Portfolio and twenty-five million (25,000,000) shares of the unallocated and
unissued Common Stock of the Corporation are classified and allocated to such
series' Institutional Class Shares and ten million (10,000,000) shares of the
unallocated and unissued Common Stock of the Corporation are classified and
allocated to such series' Institutional Service Class Shares.
FOURTH: The Institutional Class Shares and Institutional Service Class
Shares of the Sterling Partners' Small Cap Value Portfolio so classified and
allocated shall have all the rights and privileges as set forth in the Articles
of Incorporation of the Corporation, including such priority in the assets and
liabilities of such series as may be provided in such Articles.
FIFTH: The Institutional Class Shares and Institutional Service Class
Shares of the Sterling Partners' Small Cap Value Portfolio have been classified
and reclassified by the Board of Directors pursuant to the authority contained
in the Articles of Incorporation of the Corporation.
SIXTH: After giving effect to the allocation, the total amount of stock
allocated to each series is as follows:
2
<PAGE>
<TABLE>
<CAPTION>
Total Number of
Name of Series Shares Allocated
- -------------- ----------------
<S> <C>
Acadian Emerging Markets Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Acadian International Equity Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
AEW Commercial Mortgage-Backed Securities Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Cambiar Anticipation Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
C & B Balanced Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
C & B Equity Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
C & B Equity Portfolio for Taxable Investors
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
C & B Mid Cap Equity Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
DSI Balanced Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
DSI Disciplined Value Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
DSI Limited Maturity Bond Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
DSI Money Market Portfolio
. Institutional Class Shares................................. 400,000,000
. Institutional Service Class Shares......................... 10,000,000
Enhanced Monthly Income Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
FMA Small Company Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
HJMC Equity Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Total Number of
Name of Series Shares Allocated
- -------------- ----------------
<S> <C>
ICM Equity Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
ICM Fixed Income Portfolio
. Institutional Class Shares................................. 50,000,000
. Institutional Service Class Shares......................... 10,000,000
ICM Intermediate-Term Fixed Income Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
ICM Short-Intermediate-Term Fixed Income Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
ICM Small Company Portfolio
. Institutional Class Shares................................. 50,000,000
. Institutional Service Class Shares......................... 10,000,000
McKee Domestic Equity Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
McKee U.S. Government Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
McKee International Equity Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
NWQ Balanced Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
NWQ Value Equity Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Rice, Hall, James Small Cap Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Rice, Hall, James Mid Cap Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Rothschild Fixed Income Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Rothschild Mid Cap Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
SAMI Preferred Stock Income Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Total Number of
Name of Series Shares Allocated
- -------------- ----------------
<S> <C>
Sirach Strategic Balanced Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Sirach Equity Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Sirach Fixed Income Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Sirach Growth Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Sirach Short-Term Reserves Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Sirach Special Equity Portfolio
. Institutional Class Shares................................. 50,000,000
. Institutional Service Class Shares......................... 10,000,000
Sterling Partners' Balanced Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Sterling Partners' Equity Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Sterling Partners' Short-Term Fixed Income Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Sterling Partners' Small Cap Value Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
TS&W International Equity Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
TS&W Equity Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
TS&W Fixed Income Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
TS&W Limited Volatility Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
TS&W Balanced Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
TS&W Virginia Tax-Free Bond Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
</TABLE>
5
<PAGE>
IN WITNESS WHEREOF, UAM Funds, Inc. has caused these Articles
Supplementary to be signed in its name and on its behalf this 10th day of
September, 1996.
UAM FUNDS, INC.
by:
------------------------------
Norton H. Reamer
President
Attest:
- ---------------------
Karl O. Hartmann
Assistant Secretary
THE UNDERSIGNED, President of UAM Funds, Inc., who executed on behalf
of said Corporation the foregoing Articles Supplementary to the Articles of
Incorporation, of which this certificate is made a part, hereby acknowledges, in
the name and on behalf of said Corporation, the foregoing Articles Supplementary
to the Articles of Incorporation to be the corporate act of said Corporation and
further certifies that, to the best of his knowledge, information and belief,
the matters in fact set forth herein with respect to the approval thereof are
true in all materials respects, under the penalties of perjury.
by:
------------------------------
Norton H. Reamer
President
6
<PAGE>
Exhibit 4
NUMBER SHARES
[ ] [ ]
UAM FUNDS, INC.
STERLING PARTNERS' SMALL CAP VALUE PORTFOLIO
(CLASS OF SHARES)
TOTAL AUTHORIZED ISSUE
(NUMBER) 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 SUB-TRANSFER
AGENT. WITNESS, THE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS
DULY AUTHORIZED OFFICERS.
DATED: COUNTERSIGNED AND REGISTERED
THE CHASE MANHATTAN BANK
SUB-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 SUB-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 UNIF GIFT MIN ACT Custodian
in common ------------- ------------
(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.
STERLING PARTNERS' SMALL CAP VALUE PORTFOLIO
AGREEMENT made this _______ day of _______, 1996 by and between UAM
Funds, Inc., a Maryland corporation, (the "Fund") and Sterling Capital
Management Company, a North Carolina corporation, (the "Adviser").
1. Duties of Adviser. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's Sterling Partners' Small Cap Value Portfolio
(the "Portfolio") for the period and on such terms as set forth in this
Agreement. The Fund employs the Adviser to manage the investment and
reinvestment of the assets of the Portfolio, to continuously review, supervise
and administer the investment program of the Portfolio, to determine in its
discretion the securities to be purchased or sold and the portion of the
Portfolio's assets to be held uninvested, to provide the Fund with records
concerning the Adviser's activities which the Fund is required to maintain, and
to render regular reports to the Fund's officers and Board 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.
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
1
<PAGE>
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: 1.00%.
In the event of termination of this Agreement, the fee provided in
this Section shall be computed on the basis of the period ending on the last
business day on which this Agreement is in effect subject to a pro rata
adjustment based on the number of days elapsed in the current fiscal month as a
percentage of the total number of days in such month.
4. Other Services. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office facilities, equipment, personnel and
services shall be provided for or rendered by the Adviser and billed to the Fund
at the Adviser's cost.
2
<PAGE>
5. Reports. The Fund and the Adviser agree to furnish to each other
current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.
6. Status of Adviser. The services of the Adviser to the Fund are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Fund are not impaired thereby.
7. Liability of Adviser. In the absence of (i) willful misfeasance,
bad faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended
("1940 Act"), the Adviser shall not be subject to any liability whatsoever to
the Fund, or to any shareholder of the Fund, for any error or judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Portfolio.
8. Permissible Interests. Subject to and in accordance with the
Articles of Incorporation of the Fund and the Articles of Incorporation of the
Adviser, Directors, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as Directors, officers,
agents, shareholders or otherwise; Directors, officers, agents and shareholders
of the Adviser are or may be interested in the Fund as Directors, officers,
agents, shareholders or otherwise; and the Adviser (or any successor) is or may
be interested in the Fund as a shareholder or otherwise; and the effect of any
such interrelationships shall be governed by said Articles of Incorporation and
the provisions of the 1940 Act.
3
<PAGE>
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.
STERLING CAPITAL MANAGEMENT COMPANY UAM FUNDS, INC.
By By
----------------------- -----------------------
E.J. Whitman, Jr. Norton H. Reamer
Vice President President and Chairman of the Board
5
