<PAGE>
MARKED TO INDICATE CHANGES FROM PEA Nos. 36 & 38
As filed with the Securities and Exchange Commission on June 27, 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. 39 /X/
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 41 /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)
/X/ immediately upon filing pursuant to Paragraph (b)
/ / on (date) pursuant to Paragraph (b)
/ / 60 days after filing pursuant to Paragraph (a)
/ / 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; Risk Factors
Item 3 Condensed Financial Information. . . . . . . . . Not Applicable
Item 4 General Description of Registrant. . . . . . . . Risk Factors; Investment Objective; Investment Policies; Investment
Limitations
Item 5 Management of the Fund . . . . . . . . . . . . . Investment Adviser; Administrative Services; Directors and
Officers; Portfolio Transactions
Item 5A Management's Discussion
of Fund Performance. . . . . . . . . . . . . . . Included in the Registrant's Annual Report to Shareholders dated
October 31, 1995
Item 6 Capital Stock and Other Securities . . . . . . . Purchase of Shares; Redemption of Shares; Valuation of Shares;
Dividends, Capital Gains Distributions and Taxes; General
Information
Item 7 Purchase of Securities . . . . . . . . . . . . . Cover Page; Purchase of Shares; Service and
Being Offered Distribution Plans
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 Objective and Policies; Investment Limitations
Item 14. Management of the Fund . . . . . . . . . . . . . Management of the Fund; Investment Adviser
Item 15. Control Persons and Principal
Holders of Securities . . . . . . . . . . . . . Management of the Fund
Item 16. Investment Advisory and
Other Services . . . . . . . . . . . . . . . . . Investment Adviser
Item 17. Brokerage Allocation and
Other Practices. . . . . . . . . . . . . . . . . Portfolio Transactions
Item 18. Capital Stock and Other
Securities . . . . . . . . . . . . . . . . . . . General Information
Item 19. Purchase, Redemption and Pricing
of Securities Being Offered. . . . . . . . . . . Purchase of Shares; Redemption of Shares;
Service and Distribution Plans
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. 39
PART A
The following Prospectus is included in this Post-Effective Amendment No. 39
- FMA Small Company Portfolio Institutional Service Class Shares
The following Prospectuses are also incorporated herein by reference to Post-
Effective Amendment No. 37 filed on April 12, 1996:
- Sirach Portfolios Institutional Class Shares
- Sirach Strategic Balanced, Growth, Special Equity and Equity
Portfolios Institutional Service Class Shares
The following Prospectuses are also incorporated herein by reference to Post-
Effective Amendment No. 36 filed on February 29, 1996:
- Acadian Portfolios Institutional Class Shares
- C & B Portfolios Institutional Class Shares
- DSI Portfolios Institutional Class Shares
- DSI Disciplined Value Portfolio Institutional Service Class Shares
- Enhanced Monthly Income Portfolio Institutional Class Shares
- FMA Small Company Portfolio Institutional Class Shares
- ICM Fixed Income Portfolio Institutional Class Shares
- ICM Equity and ICM Small Company Portfolios Institutional Class Shares
- McKee Portfolios Institutional Class Shares
- NWQ Portfolios Institutional Class Shares
- NWQ Portfolios Institutional Service Class Shares
- Rice, Hall, James Small Cap Portfolio Institutional Class Shares
- SAMI Preferred Stock Income Portfolio Institutional Class Shares
- Sterling Portfolios Institutional Class Shares
- Sterling Portfolios Institutional Service Class Shares
- TS&W Portfolios Institutional Class Shares
The following Prospectus is also incorporated herein by reference to Post-
Effective Amendment No. 25 filed on December 23, 1993:
- Cambiar Anticipation Portfolio Institutional Class Shares (This
Portfolio and class of shares is not yet operational.)
The following Prospectuses are also incorporated herein by reference to Post-
Effective Amendment No. 21 filed on August 30, 1993:
- AEW Commercial Mortgage-Backed Securities Portfolio Institutional
Class Shares (This Portfolio and class of shares is not yet
operational.)
- HJMC Equity Portfolio Institutional Class Shares (This Portfolio and
class of shares is not yet operational.)
<PAGE>
UAM FUNDS
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798
1-800-638-7983
- --------------------------------------------------------------------------------
FIDUCIARY MANAGEMENT ASSOCIATES, INC.
serves as investment adviser to the FMA Small Company Portfolio
Institutional Service Class Shares
- --------------------------------------------------------------------------------
Prospectus - June 27, 1996
INVESTMENT OBJECTIVE
UAM Funds, Inc. (hereinafter referred to as "UAM Funds" or the "Fund") is
an open-end, management investment company known as a "mutual fund" and
organized as a Maryland corporation. The Fund consists of multiple series of
shares (known as "Portfolios"), each of which has different investment
objectives and investment policies. Several of the Fund's Portfolios offer two
separate classes of shares: Institutional Class Shares and Institutional
Service Class Shares ("Service Class Shares"). The FMA Small Company Portfolio
currently offers two classes of shares. The securities offered in this
Prospectus are Service Class Shares of one diversified, no-load Portfolio of the
Fund managed by Fiduciary Management Associates, Inc.
FMA SMALL COMPANY PORTFOLIO. The objective of the FMA Small Company
Portfolio is to provide maximum, long-term total return consistent with
reasonable risk to principal by investing primarily in common stocks of smaller
companies in terms of revenues and/or market capitalization.
There can be no assurance that the Portfolio will meet its stated
objective.
ABOUT THIS PROSPECTUS
This Prospectus, which should be retained for future reference, sets forth
concisely information that you should know before you invest. A "Statement of
Additional Information" containing additional information about the Fund has
been filed with the Securities and Exchange Commission. Such Statement is dated
June 27, 1996, and has been incorporated by reference into this Prospectus. A
copy of the Statement may be obtained, without charge, by writing to the Fund or
by calling the telephone number shown above.
THIS SECURITY HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<PAGE>
FUND EXPENSES
The following table illustrates the expenses and fees that a Service Class
shareholder of the FMA Small Company Portfolio will incur. The Fund does not
charge shareholder transaction expenses. However, transaction fees may be
charged if you are a customer of a broker-dealer or other financial intermediary
who has established a shareholder servicing relationship with the Fund on behalf
of their customers. Please see "Purchase of Shares" for further information.
SHAREHOLDER TRANSACTION EXPENSES
FMA SMALL
COMPANY
PORTFOLIO
SERVICE
CLASS
SHARES
---------
Sales Load Imposed on Purchases. . . . . . . . . . . . NONE
Sales Load Imposed on Reinvested Dividends . . . . . . NONE
Deferred Sales Load. . . . . . . . . . . . . . . . . . NONE
Redemption Fees. . . . . . . . . . . . . . . . . . . . NONE
Exchange Fees. . . . . . . . . . . . . . . . . . . . . NONE
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
FMA SMALL
COMPANY
PORTFOLIO
SERVICE
CLASS
SHARES
---------
Investment Advisory Fees . . . . . . . . . . . . . . . . . . . . 0.75%
Administrative Fees. . . . . . . . . . . . . . . . . . . . . . . 0.38%
12b-1 Fees (Including Shareholder Servicing Fees)(*) . . . . . . 0.40%
Other Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 0.26%
Advisory Fees Waived . . . . . . . . . . . . . . . . . . . . . . (0.36)%
---------
Total Operating Expenses (After Fee Waiver). . . . . . . . . . . 1.43%
___________________
+ Absent the Adviser's fee waiver, annualized Total Operating Expenses of the
Service Class Shares would be 1.79%. The annualized Total Operating
Expenses excludes the effect of expense offsets. If expense offsets were
included, annualized Total Operating Expenses would not significantly
differ.
* Service Class Shares may bear service fees of 0.25% and distribution fees
and expenses of up to 0.15% Long-term shareholders may pay more than the
economic equivalent of the maximum front-end sales charges permitted by
rules of the National Association of Securities Dealers, Inc. See "Service
and Distribution Plans."
The purpose of the above table is to assist the investor in
understanding the various fees that an investment in the FMA Small Company
Portfolio's Service Class Shares will bear directly or indirectly. The
expenses and fees set forth above are estimates, based on the Portfolio's
Institutional Class Shares operations during the fiscal year ended October
31, 1995 except that such information has been restated to reflect 12b-1 fees
and current administrative fees.
The Adviser has voluntarily agreed to waive a portion of its advisory
fees and to assume as the Adviser's own expense operating expenses otherwise
payable by the Portfolio, if necessary, in order to keep the Portfolio's
Service Class Shares total annual operating expenses from exceeding 1.43% of
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 the Portfolio.
2
<PAGE>
The following example illustrates the expenses that a Service Class
shareholder would pay on a $1,000 investment over various time periods
assuming (1) a 5% annual rate of return and (2) a redemption at the end of
each time period. As noted in the table on the previous page, the Portfolio
charges no redemption fees of any kind.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
FMA Small Company Portfolio
Service Class Shares . . . . . . . . . . . $15 $33 $57 $126
</TABLE>
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.
NOTE TO EXPENSE TABLE
The information set forth in the foregoing table and example relates only
to Service Class Shares of the Portfolio, which 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
Fiduciary Management Associates, Inc. (the "Adviser"), an investment
counseling firm founded in 1980, serves as investment adviser to the Fund's FMA
Small Company Portfolio (the "Portfolio"). The Adviser presently manages over
$1.2 billion in assets for institutional clients and high net worth individuals.
See "Investment Adviser."
HOW TO INVEST
Service Class Shares of the Portfolio are offered to investors through
broker-dealers and other financial institutions ("Service Agents") at net asset
value next determined after the purchase order is received in proper form. The
minimum initial investment is $25,000, and the minimum for subsequent
investments is $1,000. The officers of the Fund may make certain exceptions to
the initial and minimum investment amounts. See "Purchase of Shares."
HOW TO REDEEM
Service Class Shares of the Portfolio may be redeemed at any time, without
cost, at the net asset value of the Portfolio next determined after receipt of
the redemption request. The Portfolio's share price will fluctuate with market
and economic conditions. Therefore, your investment may be worth more or less
when redeemed than when purchased. See "Redemption of Shares."
ADMINISTRATIVE SERVICES
UAM Fund Services, Inc. (the "Administrator"), a wholly-owned subsidiary of
United Asset Management Corporation ("UAM"), is responsible for performing and
overseeing administration, dividend disbursing and transfer agency services
provided to the Fund and its Portfolios by third-party service providers. See
"Administrative Services".
RISK FACTORS
The value of the Portfolio's 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 Portfolio invests.
Prospective investors in the Fund should consider the following factors
associated with an investment in the Portfolio: (1) Common stocks of companies
which have small market capitalization may exhibit greater market volatility
than common stock of companies which have larger capitalization. (2) The
Portfolio may invest in foreign securities which may involve greater risks than
investments in domestic securities, such as foreign currency risks. (See
"Foreign Investments.") (3) In addition, the Portfolio may use various
investment practices that involve special consideration, including investing in
repurchase agreements, when-issued, forward delivery and delayed settlement
securities and lending of securities, each of which involves special risks.
(See "Other Investment Policies.")
3
<PAGE>
PERFORMANCE CALCULATIONS
The Portfolio may advertise or quote yield data from time to time. The
yield of the Portfolio is computed based on the net income of the Portfolio
during a 30-day (or one month) period, which period will be identified in
connection with the particular yield quotation. More specifically, the
Portfolio's 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 and annualizing the result on a semi-annual basis.
The Portfolio may advertise or quote total return data. Total return will
be calculated on an average annual total return basis, and may also be
calculated on an aggregate total return basis, for various periods. Average
annual total return reflects the average annual percentage change in value of an
investment in the Portfolio over a measuring period. Aggregate total return
reflects the total percentage change in value over a measuring period. Both
methods of calculating total return assume that dividends and capital gains
distributions made by the Portfolio during the period are reinvested in
Portfolio shares.
Performance will be calculated separately for Institutional Class and
Service Class Shares. Dividends paid by the 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
any incremental transfer agency costs relating to Service Class Shares will be
borne exclusively by that class.
The Portfolio's Annual Report to Shareholders for the most recent fiscal
year end will contain additional performance information that includes
comparisons with appropriate indices. The Annual Report will be available
without charge upon request to the Fund by writing to the address or calling the
phone number on the cover of this Prospectus.
INVESTMENT OBJECTIVE
The objective of the FMA Small Company Portfolio is to provide maximum,
long-term total return, consistent with reasonable risk to principal, by
investing primarily in common stocks of smaller companies in terms of revenues
and/or market capitalization. Market capitalization of companies in the
Portfolio will generally be in the $50 million to $12 billion range. Capital
return is likely to be the predominant component of the Portfolio's total
return.
INVESTMENT POLICIES
The Portfolio seeks to achieve its objective by investing primarily in
common stocks of smaller, less established companies in terms of revenues,
assets and market capitalization. The Portfolio may invest in both stock
exchange listed and over-the-counter securities. Under normal market
conditions, at least 65% of the Portfolio's total assets will be invested in
small companies, i.e., companies whose stock market capitalization (total market
value of outstanding shares) range from $50 million to $1 billion.
In analyzing and selecting investments, the Adviser looks for market themes
and changes that signal opportunity. At any given time, the Portfolio will be
invested in a diversified group of stocks in several industries. Primarily, the
Portfolio will invest in U.S. companies. The Adviser seeks out companies with
lower price to earnings ratios, strong cash flow, good credit lines and clean or
improving balance sheets. To minimize risk and volatility, the Adviser uses
initial public offerings sparingly, concentrating instead on companies with
seasoned management or a track record as part of a larger company.
The Adviser follows all stocks owned or being considered for purchase. The
Adviser's sell discipline calls for re-evaluation of the fundamentals of stocks
that:
- meet initial targets of revenue or stock market value growth
- decline an absolute 15% in stock market value
- grow by 25% in stock market value in a short time.
Cash reserves will represent a relatively small percentage of the Portfolio's
assets. For temporary defensive purposes, the Portfolio may reduce its holding
of equity securities and increase its holdings of short-term investments.
4
<PAGE>
The Portfolio may also, under normal circumstances, invest up to 35% of its
assets, unless restricted by additional limitations described below or in the
Portfolio's Statement of Additional Information, in the following securities or
investment techniques:
OTHER INVESTMENT POLICIES
SHORT-TERM INVESTMENTS
From time to time, the Portfolio may invest a portion of its assets in the
following money market instruments, consistent with the Portfolio's investment
policies as set forth above.
(1) Time deposits, certificates of deposit (including marketable
variable rate certificates of deposit) and bankers' acceptances issued
by a commercial bank or savings and loan association. Time deposits
are non-negotiable deposits maintained in a banking institution for a
specified period of time at a stated interest rate. Time deposits
maturing in more than seven days will not be purchased by the
Portfolio, and time deposits maturing from two business days through
seven calendar days will not exceed 10% of the total assets of the
Portfolio.
Certificates of deposit are negotiable short-term obligations
issued by commercial banks or savings and loan associations
collateralized by funds deposited in the issuing institution. Variable
rate certificates of deposit are certificates of deposit on which the
interest rate is periodically adjusted prior to their stated maturity
based upon a specified market rate. A banker's acceptance is a time
draft drawn on a commercial bank by a borrower usually in connection
with an international commercial transaction (to finance the import,
export, transfer or storage of goods).
The Portfolio will not invest in any security issued by a
commercial bank unless (i) the bank has total assets of at least $1
billion, or the equivalent in other currencies, and (ii) in the case
of U.S. banks, it is a member of the Federal Deposit Insurance
Corporation, and (iii) in the case of foreign branches of U.S. banks,
the security is, in the opinion of the Adviser, of an investment
quality comparable with other debt securities which may be purchased
by the Portfolio;
(2) Commercial paper rated A-1 by Standard & Poor's Corporation
("S&P") or Prime-I by Moody's Investors Service Inc. ("Moody's") or,
if not rated, issued by a corporation having an outstanding unsecured
debt issue rated A or better by Moody's or by S&P;
(3) Short-term corporate obligations rated A or better by Moody's or
S&P;
(4) U.S. Government obligations including bills, notes, bonds and
other debt securities issued by the U.S. Treasury. These are direct
obligations of the U.S. Government and differ mainly in interest
rates, maturities and dates of issue;
(5) U.S. Government agency securities issued or guaranteed by U.S.
Government sponsored instrumentalities and Federal agencies. These
include securities issued by the Federal Home Loan Banks, Federal Land
Bank, Farmers Home Administration, Federal Farm Credit Banks, Federal
Intermediate Credit Bank, Federal National Mortgage Association,
Federal Financing Bank, the Tennessee Valley Authority, and others;
and
(6) Repurchase agreements collateralized by securities listed above.
The Fund has applied to the Securities and Exchange Commission (the
"Commission") for permission to deposit the daily uninvested cash balances of
the Fund's Portfolios, as well as cash for investment purposes, into one or more
joint accounts and to invest the daily balance of the joint accounts in the
following short-term investments: fully collateralized repurchase agreements,
interest-bearing or discounted commercial paper including dollar-denominated
commercial paper of foreign issuers, and any other short-term money market
instruments including variable rate demand notes and other tax-exempt money
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. While the Fund expects to receive
permission from the Commission, there can be no assurance that the requested
relief will be granted.
5
<PAGE>
The Fund has received permission from the Commission to allow each of its
Portfolios to invest the greater of 5% of its total assets or $2.5 million in
the Fund's DSI Money Market Portfolio for cash management purposes. (See
"Investment Companies.")
REPURCHASE AGREEMENTS
The Portfolio may invest in repurchase agreements collateralized by U.S.
Government securities, certificates of deposit, and certain bankers' acceptances
and other securities outlined above under "Short-Term Investments." In a
repurchase agreement, the Portfolio purchases a security and simultaneously
commits to resell that security at a future date to the seller (a qualified bank
or securities dealer) at an agreed upon price plus an agreed upon market rate of
interest (itself unrelated to the coupon rate or date of maturity of the
purchased security). The seller under a repurchase agreement will be required
to maintain the value of the securities subject to the agreement at not less
than (1) the repurchase price if such securities mature in one year or less, or
(2) 101% of the repurchase price if such securities mature in more than one
year. The Administrator and the Adviser will mark to market daily the value of
the securities purchased, and the Adviser will, if necessary, require the seller
to maintain additional securities to ensure that the value is in compliance with
the previous sentence. The Adviser will consider the creditworthiness of a
seller in determining whether a Portfolio should enter into a repurchase
agreement.
In effect, by entering into a repurchase agreement, the Portfolio is
lending its funds to the seller at the agreed upon interest rate, and receiving
a security as collateral for the loan. Such agreements can be entered into for
periods of one day (overnight repo) or for a fixed term (term repo). Repurchase
agreements are a common way to earn interest income on short-term funds.
The use of repurchase agreements involves certain risks. For example, if
the seller of the agreement defaults on its obligation to repurchase the
underlying securities at a time when the value of these securities has declined,
the Portfolio may incur a loss upon disposition of them. If the seller of the
agreement becomes insolvent and subject to liquidation or reorganization under
the Bankruptcy Code or other laws, a bankruptcy court may determine that the
underlying securities are collateral not within the control of the Portfolio and
therefore subject to sale by the trustee in bankruptcy. Finally, it is possible
that the Portfolio may not be able to substantiate its interest in the
underlying securities. While the Fund's management acknowledges these risks, it
is expected that they can be controlled through stringent security selection
criteria and careful monitoring procedures. Credit screens will be established
and maintained for dealers and dealer-banks before portfolio transactions are
executed for the Portfolio.
The Fund has applied to the Commission for permission to pool the daily
uninvested cash balances of the Fund's Portfolios in order to invest in
repurchase agreements on a joint basis. By entering into repurchase agreements
on a joint basis, it is expected that a Portfolio will incur lower transactions
costs and potentially obtain higher rates of interest on such repurchase
agreements. Each Portfolio's participation in the income from jointly purchased
repurchase agreements will be based on that Portfolio's percentage share in the
total repurchase agreement. While the Fund expects to receive permission from
the Commission, there can be no assurance that the requested relief will be
granted.
SECURITIES LENDING
The Portfolio may lend its investment securities to qualified institutional
investors who need to borrow securities in order to complete certain
transactions, such as covering short sales, avoiding failures to deliver
securities or completing arbitrage operations. The Portfolio will not loan
portfolio securities to the extent that greater than one-third of its assets at
fair market value, would be committed to loans. By lending its investment
securities, the Portfolio attempts to increase its income through the receipt of
interest on the loan. Any gain or loss in the market price of the securities
loaned that might occur during the term of the loan would be for the account of
the Portfolio. The Portfolio may lend its investment securities to qualified
brokers, dealers, domestic and foreign banks or other financial institutions, so
long as the terms, the structure and the aggregate amount of such loans are not
inconsistent with the Investment Company Act of 1940, as amended, (the "1940
Act") or the Rules and Regulations or interpretations of the Securities and
Exchange Commission (the "Commission") thereunder, which currently require that
(a) the borrower pledge and maintain with the Portfolio collateral consisting of
cash, an irrevocable letter of credit issued by a domestic U.S. bank or
securities issued or guaranteed by the United States Government having a value
at all times not less than 100% of the value of the securities loaned, (b) the
borrower add to such collateral whenever the price of the securities loaned
rises (i.e., the borrower "marks to the market" on a daily basis), (c) the loan
be made subject to termination by the Portfolio at any time, and (d) the
Portfolio receives reasonable interest on the loan
6
<PAGE>
(which may include the Portfolio investing any cash collateral in interest
bearing short-term investments). As with other extensions of credit, there are
risks of delay in recovery or even loss of rights in the securities loaned if
the borrower of the securities fails financially. These risks are similar to
the ones involved with repurchase agreements as discussed above. All relevant
facts and circumstances, including the creditworthiness of the broker, dealer
or institution, will be considered in making decisions with respect to the
lending of securities, subject to review by the Fund's Board of Directors.
At the present time, the Staff of the Commission does not object if an
investment company pays reasonable negotiated fees in connection with loaned
securities so long as such fees are set forth in a written contract and approved
by the investment company's Board of Directors. The Portfolio will continue to
retain any voting rights with respect to the loaned securities. If a material
event occurs affecting an investment on a loan, the loan must be called and the
securities voted.
PORTFOLIO TURNOVER
Generally, the Portfolio will not trade in securities for short-term
profits but, when circumstances warrant, securities may be sold without regard
to length of time held. It should be understood that the rate of portfolio
turnover will depend upon market and other conditions, and it will not be a
limiting factor when the Adviser believes that portfolio changes are
appropriate. A rate of turnover of 100% would occur, for example, if all the
securities held by the Portfolio were replaced within a period of one year. The
Portfolio will not normally engage in short-term trading but reserves the right
to do so.
High rates of portfolio turnover necessarily result in correspondingly
heavier brokerage and portfolio trading costs which are paid by the Portfolio.
In addition to portfolio trading costs, higher rates of portfolio turnover may
result in the realization of capital gains. To the extent net short-term
capital gains are realized, any distributions resulting from such gains are
considered ordinary income for federal income tax purposes. See "Dividends,
Capital Gains Distributions and Taxes" for more information on taxation.
WHEN-ISSUED, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES
The 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
or forward delivery transactions may be expected to occur a month or more before
delivery is due. Delayed settlement is a term used to describe settlement of a
securities transaction in the secondary market which will occur sometime in the
future.
Generally, no payment or delivery is made by the Portfolio until it
receives payment or delivery from the other party to any of the above
transactions. It is possible that the market price of the securities at the
time of delivery may be higher or lower than the purchase price. The Portfolio
will maintain a separate account of cash, U.S. Government securities or other
high grade debt obligations at least equal to the value of purchase commitments
until payment is made. Such segregated securities will either mature or, if
necessary, be sold on or before the settlement date. Typically, no income
accrues on securities purchased on a delayed delivery basis prior to the time
delivery of the securities is made although a Portfolio may earn income on
securities it has deposited in a segregated account.
The Portfolio will engage in when-issued transactions to obtain what is
considered to be an advantageous price and yield at the time of the transaction.
When the Portfolio engages in when-issued or forward delivery transactions, it
will do so for the purpose of acquiring securities consistent with its
investment objective and policies and not for the purposes of investment
leverage.
FOREIGN INVESTMENTS
The Portfolio may invest up to 10% of its assets in the equity securities
of foreign issuers of developed countries. As foreign companies are not
generally subject to uniform accounting, auditing and financial reporting
standards and practices comparable to those applicable to U.S. companies, there
may be less publicly available information about certain foreign companies than
U.S. companies. There is generally less government supervision and regulation
of foreign stock exchanges, brokers and listed companies than in the U.S.
Securities of some foreign companies may be less liquid and more volatile than
securities of comparable U.S. companies. In addition, with respect to certain
foreign countries, there is the possibility of expropriation or confiscatory
taxation, political or social instability, or diplomatic developments which
could affect U.S. investments in those countries.
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INVESTMENT COMPANIES
As permitted by the 1940 Act, the Portfolio reserves the right to purchase
up to 10% of its total assets, calculated at the time of purchase, in the
securities of other open-end or closed-end investment companies. No more than
5% of the purchasing Portfolio's total assets may be invested in the securities
of any one investment company nor may it acquire more than 3% of the voting
securities of any other investment company. The Portfolio will indirectly bear
its proportionate share of any management fees paid by an investment company in
which it invests in addition to the advisory fee paid by the Portfolio.
The Fund has received permission from the Commission to allow each of its
Portfolios to invest the greater of 5% of its total assets or $2.5 million in
the Fund's DSI Money Market Portfolio for cash management purposes provided that
the investment is consistent with the Portfolio's investment policies and
restrictions. Based upon the Portfolio's assets invested in the DSI Money
Market Portfolio, the investing Portfolio's adviser will waive its investment
advisory 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. While the Fund expects to receive permission from the Commission,
there can be no assurance that the requested relief will be granted.
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 the Portfolio," as defined in the 1940 Act.
INVESTMENT LIMITATIONS
The Portfolio has adopted certain limitations designed to reduce its
exposure to risk in specific situations. Some of these limitations are that the
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 security of companies within one industry if, as a
result of such acquisition, more than 25% of the value of the
Portfolio's total assets would be invested in securities of companies
within such industry; provided, however, that there shall be no
limitation on the purchase of obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities, or instruments
issued by U.S. banks when 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 a Portfolio's 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 Commission thereunder; and any securities which
are loaned by the Portfolio will be continually collateralized and
marked-to-market daily;
(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, and the Portfolio may not purchase additional securities when
borrowings exceed 5% of total gross assets; and
(g) pledge, mortgage or hypothecate any of its assets to an extent
greater than 10% of its total assets at fair market value.
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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 the
Portfolio. If a percentage limitation on investment or utilization of assets as
set forth above is adhered to at the time an investment is made, a later change
in percentage resulting from changes in the value or total cost of the
Portfolio's assets will not be considered a violation of the restriction.
INVESTMENT SUITABILITY
The Portfolio was designed principally for the investments of institutional
investors. The Portfolio is available for purchase by individuals and may be
suitable for investors who seek maximum, long-term total return consistent with
reasonable risk to principal by investing primarily in common stocks of smaller
companies in terms of revenues and/or market capitalization, although no mutual
fund can guarantee that its investment objective will be met.
PURCHASE OF SHARES
Shares of the portfolio may be purchased through any Service Agent having
selling or service agreements with 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
required minimum initial investment for the Portfolio is $25,000, with certain
exceptions as may be determined from time to time by the Officers of the Fund.
The Portfolio issues 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 and 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.
Some Service Agents may also impose additional or different conditions or
other account fees on the purchase and redemption of Portfolio shares, which are
not subject to the Rule 12b-1 Service and Distribution Plans, which may include
transaction fees and/or service fees paid by the Fund from the Fund assets
attributable to the Service Agent and which would not be imposed if shares of
the Portfolio were purchased directly from the Fund or the Distributor. The
Service Agents may provide shareholder services to their customers that are not
available to a shareholder dealing directly with the Fund. 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.
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.
If you buy shares of a Portfolio through a Service Agent, the Service Agent
must receive your investment order before the close of trading on the New York
Stock Exchange ("NYSE"), generally 4:00 p.m. (Eastern Time) and transmit it to
the Fund's Transfer Agent, Chase Global Funds Services Company, (prior to the
close of the Transfer Agent's business day) and the Distributor to receive that
day's offering price. Proper payment for the order must be received by the
Transfer Agent no later than the time when the Portfolio is priced on the
following business day. Service Agents are responsible to their customers, the
Fund and its Distributor for timely transmission of all subscription and
redemption requests, investment information, documentation and money.
INITIAL INVESTMENTS BY MAIL
An account also may be opened with the assistance of your Service Agent by
completing and signing an Account Registration Form, and forwarding it, together
with a check payable to "UAM FUNDS, INC.", through your Service Agent to:
UAM Funds
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798
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The carbon copy (manually signed) of the Account Registration Form must be
delivered to:
UAM Fund Distributors, Inc.
211 Congress Street
Boston, MA 02110
Payment for the purchase of shares received by mail will be credited to
your account at the net asset value per share of the Portfolio next determined
after receipt. Such payment need not be converted into Federal Funds (monies
credited to the Fund's custodian bank, The Bank of New York (the "Custodian
Bank") by a Federal Reserve Bank) before acceptance by the Fund.
INITIAL INVESTMENTS BY WIRE
Shares of the Portfolio may also be purchased by wiring Federal Funds to
the Fund's Custodian Bank (see instructions below). In order to insure prompt
crediting of the Federal Funds wire, it is important to follow these steps:
(a) Your Service Agent should telephone the Fund's Transfer Agent
(toll-free 1-800-638-7983) and provide the account name, address, telephone
number, social security or taxpayer identification number, the Portfolio
selected (Service Class Shares), the amount being wired and the name of the
bank wiring the funds. (Investors with existing accounts should also notify
the Fund prior to wiring funds.) An account number will then be provided to
you;
(b) Instruct your bank to wire the specified amount to the Fund's
Custodian;
The Bank of New York
New York, NY 10286
ABA #0210-0023-8
DDA Acct. #001-12-721
F/B/O UAM Funds, Inc.
Ref: FMA Small Company Portfolio - Service Class Shares
Your Account Number__________________
Your Account Name____________________
(c) A completed Account Registration Form must be forwarded to the
UAM Funds Service Center and UAM Fund Distributors, Inc. at the addresses
shown thereon as soon as possible. Federal Funds purchases will be
accepted only on a day on which the New York Stock Exchange and the
Custodian Bank are open for business.
ADDITIONAL INVESTMENTS
You may add to your account at any time (minimum additional investment is
$1,000) by purchasing shares at net asset value through your Service Agent or by
mailing a check to the UAM Funds Service Center (payable to "UAM Funds, Inc.")
at the above address or by wiring monies to the Custodian Bank using the
instructions outlined above. The minimum additional investment is $1,000. It
is very important that your account number, account name, class of shares, and
the Portfolio to be purchased, are specified on the check or wire to insure
proper crediting to your account. In order to insure that your wire orders are
invested promptly, you are requested to notify the Fund (toll-free 1-800-638-
7983) prior to the wire date. Mail orders should include, when possible, the
"Invest by Mail" stub which accompanies any Fund confirmation statement.
OTHER PURCHASE INFORMATION
Non-securities dealer Service Agents may receive transaction fees that are
the same as distribution fees paid to dealers.
The purchase price of the shares of the Portfolio is the net asset value
next determined after the order and payment is received. (See "Valuation of
Shares.") An order and payment received prior to the close of the New York Stock
Exchange (the "NYSE") will be executed at the price computed on the date of
receipt; an order received after the close of the NYSE will be executed at the
price computed on the next day the NYSE is open.
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<PAGE>
The Fund reserves the right, in its sole discretion, to suspend the
offering of shares of either Class of the Portfolio or reject purchase orders
when, in the judgment of management, such suspension or rejection is in the best
interests of the Fund.
Purchases will be made in full and fractional shares calculated to three
decimal places. In the interest of economy and convenience, certificates for
shares will not be issued except at the written request of the shareholder.
Certificates for fractional shares, however, will not be issued.
IN-KIND PURCHASES
If accepted by the Fund, shares of the 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.
The Fund will not accept securities in exchange for shares of a Portfolio
unless: (1) such securities are, at the time of the exchange, eligible to be
included in the Portfolio and current market quotations are readily available
for such securities as evidenced by listing on the American Stock Exchange, the
New York Stock Exchange or NASDAQ; (2) the investor represents and agrees that
all securities offered to be exchanged are not subject to any restrictions upon
their sale by the Portfolio under the Securities Act of 1933, or otherwise; and
(3) the value of any such security (except U.S. Government Securities) being
exchanged together with other securities of the same issuer owned by the
Portfolio will not exceed 5% of the net assets of the Portfolio immediately
after the transaction.
A gain or loss for Federal income tax purposes will be realized by
investors who are subject to Federal taxation upon the exchange depending upon
the cost of the securities or local currency exchanged. Investors interested in
such exchanges should contact the Adviser.
REDEMPTION OF SHARES
Shares of the 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
The Portfolio will redeem its shares at the net asset value next determined
on the date the request is received in "good order". Your request should be
addressed to:
UAM Funds, Inc.
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798
or to your Service Agent
"Good order" means that the request to redeem shares must include the
following documentation:
(a) The stock certificates, if issued;
(b) A letter of instruction or a stock assignment specifying the
number of shares or dollar amount to be redeemed, signed by all
registered owners of the shares in the exact names in which they are
registered;
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<PAGE>
(c) Any required signature guarantees (see "Signature Guarantees"
below); and
(d) Other supporting legal documentation, if required, in the case of
estates, trusts, guardianships, custodianships, corporations, pension
and profit sharing plans and other organizations.
Shareholders who are uncertain of requirements for redemption should
contact the UAM Funds Service Center.
SIGNATURE GUARANTEES
To protect your account, the Fund and the Administrator from fraud,
signature guarantees are required for certain redemptions. Signature guarantees
are required for (1) redemptions where the proceeds are to be sent to someone
other than the registered shareowner(s) or the registered address, or (2) share
transfer requests. The purpose of signature guarantees is to verify the
identity of the party who has authorized a redemption or transfer.
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.
BY TELEPHONE
Provided you have previously established the telephone redemption privilege
by completing an Account Registration Form, you may request a redemption of your
shares by calling the Fund and requesting the redemption proceeds be mailed to
you or wired to your bank. The Fund and the Fund's Transfer Agent will employ
reasonable procedures to confirm that instructions communicated by telephone are
genuine, and they may be liable for losses if they fail to do so. These
procedures include requiring the investor to provide certain personal
identification at the time an account is opened and prior to effecting each
transaction requested by telephone. In addition, all telephone transaction
requests will be recorded, and investors may be required to provide additional
telecopied written instructions of such transaction requests. Neither the Fund
nor the Transfer Agent will be responsible for any loss, liability, cost or
expense for following instructions received by telephone that it reasonably
believes to be genuine.
To change the name of the commercial bank or the account designated to
receive redemption proceeds, a written request must be sent to the Fund at the
address above. Requests to change the bank or account must be signed by each
shareholder and each signature must be guaranteed. You cannot redeem shares by
telephone if you hold stock certificates for these shares. Please contact one
of the Fund's representatives at the Administrator for further details.
FURTHER REDEMPTION INFORMATION
Normally, the Fund will make payment for all shares redeemed under this
procedure within one business day of receipt of the request, but in no event
will payment be made more than seven days after receipt of a redemption request
in good order. The Fund may suspend the right of redemption or postpone the
date at times when both the NYSE and Custodian Bank are closed, or under any
emergency circumstances as determined by the Commission.
If the 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 the Portfolio in lieu of
cash in conformity with applicable rules of the Commission. Any such
distributions in-kind will be made in securities for which an active and
substantial secondary market exists. Investors may incur brokerage charges on
the sale of portfolio securities so received in payment of redemptions.
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<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, as the case may be, for payments made at an annual rate of
up to .15 of 1% of the average daily value of Service Class Shares owned by
clients of such Service Organization 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 Fund shares as the Commission 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, among other things, one or more of the following
rendered with respect to the Service Class shareholders: answering client
inquiries regarding the Fund; 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 such other services as 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 will be engaged to act as Service Agents only to perform administrative
and shareholder servicing functions, including transaction-related agency
services for their customers. If a bank were prohibited from so acting, its
shareholder clients would be permitted to remain Fund shareholders and
alternative means for continuing the Servicing of such shareholders would be
sought.
The Distributor promotes the distribution of the Service Class Shares 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 Service Plan (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 Service Class Shares of the FMA Small
Company Portfolio.
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 in the aggregate .75% per annum of that Portfolio's
net assets. The Board has currently limited aggregate payments under the Plans
to .50% per annum of a Portfolio's net assets. Under the Plans, as implemented
for the FMA Small Company Portfolio Service Class Shares, Distribution Plan
expenses may be no more than 0.15% and Service Plan expenses may be no more than
0.25%, although the maximum limit may be paid following appropriate Board
approval. 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 Service Class Shares and for
the printing of prospectuses sent to prospective purchasers of Service Class
Shares of the FMA Small Company Portfolio.
Although the Plans may be amended by the Board of Directors, any changes 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 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
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under the Plans for each Class of Shares of the Portfolio 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 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 by referring investors to the Portfolios.
SHAREHOLDER SERVICES
EXCHANGE PRIVILEGE
Service Class Shares of the FMA Small Company 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. (See the list of Portfolios
of the UAM Funds - Service Class Shares at the end of this Prospectus.) Exchange
requests should be made by calling the Fund (1-800-638-7983) or by writing to
UAM Funds, UAM Funds Service Center, c/o Chase Global Funds Services Company,
P.O. Box 2798, Boston, MA 02208-2798. The exchange privilege is only available
however, in states in which both Portfolios' Service Class Shares are
registered.
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
UAM Funds Service Center at 1-800-638-7983.
Exchange requests may be made by mail, telephone or through a Service
Agent. 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. Exchanges may also be subject to limitations
as to amounts or frequency and to other restrictions established by the Board of
Directors to assure that such exchanges do not disadvantage the Fund and its
shareholders. For additional information regarding responsibility for the
authenticity of telephone instructions, See "Redemption of Shares - By
Telephone" above.
For Federal income tax purposes an exchange between Portfolios is a taxable
event, and, accordingly, a capital gain or loss may be realized. In a revenue
ruling relating to circumstances similar to the Fund's, an exchange between
series of a Fund was also deemed to be a taxable event. It is likely,
therefore, that a capital gain or loss would be realized on an exchange between
Portfolios. You may want to consult your tax adviser for further information in
this regard. The exchange privilege may be modified or terminated at any time.
TRANSFER OF REGISTRATION
You may transfer the registration of any of your Fund shares to another
person by writing to the UAM Funds, Inc., at the above address. As in the case
of redemptions, the written request must be received in good order including
signature guarantees before any transfer can be made. (See "Redemption of
Shares" for a definition of "good order.")
VALUATION OF SHARES
The net asset value per share of each class is determined by dividing the
sum of the total market value of the underlying Portfolio's investments and
other assets, less any liabilities, by the total outstanding shares of the
Class. The net asset value per share is determined as of the close of the NYSE
on each day that the NYSE is open for business (currently 4:00p.m. Eastern
Time). 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, distribution and
transfer agency fees applicable to the Service Class Shares.
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Equity securities listed on a securities exchange for which market
quotations are readily available are valued at the last quoted sale price on the
day the valuation is made. Price information on listed securities is taken from
the exchange where the security is primarily traded. Securities listed on a
foreign exchange are valued at their closing price. Unlisted equity securities
and listed securities not traded on the valuation date for which market
quotations are readily available are valued not exceeding the current asked
prices nor less than the current bid prices.
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 Portfolio will normally distribute substantially all of its net
investment income to shareholders of both of its Classes in the form of
quarterly dividends. If any net capital gains are realized, the Portfolio will
normally distribute such gains 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 any transfer
agency fees, applicable to the Service Class Shares.
Undistributed net investment income is included in the Portfolio's net
assets for the purpose of calculating net asset value per share. Therefore, on
the "ex-dividend" date, the net asset value per share excludes the dividend
(i.e., is reduced by the per share amount of the dividend). Dividends paid
shortly after the purchase of shares by an investor, although in effect a return
of capital, are taxable to shareholders.
All 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.
FEDERAL TAXES
The Portfolio intends to qualify each year as a "regulated investment
company" under the Internal Revenue Code of 1986, as amended (the "Code"), and
if it qualifies, will not be liable for Federal income taxes to the extent it
distributes its net investment income and net realized capital gains.
Dividends, either in cash or reinvested in shares, paid by the Portfolio from
net investment income will be taxable to shareholders as ordinary income and
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.
Whether paid 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, distributions from long-term capital gains are taxable to
shareholders as such, but are not eligible for the dividends received deduction.
Shareholders are notified annually by the Fund as to Federal tax status of
dividends and distributions paid by the Portfolio. Such dividends and
distributions may also be subject to state and local taxes.
Exchanges and redemptions of shares in the Portfolio are taxable events for
Federal income tax purposes. A shareholder may also be subject to state and
local taxes on such redemptions.
The Portfolio intends to declare and pay dividends and capital gains
distributions so as to avoid imposition of the Federal Excise Tax. To do so,
the Portfolio expects to distribute an amount equal to (1) 98% of its calendar
year ordinary income, (2) 98% of its capital gains net income (the excess of
short and long-term capital gains over short and long-term capital losses) for
the one-year period ending October 31st, and (3) 100% of any undistributed
ordinary or capital gains net income from the prior year. Dividends declared in
October, November, or December to shareholders of record in such month will be
deemed to have been paid by the Portfolio and received by the shareholders on
December 31 of such calendar year, provided that the dividends are paid before
February 1 of the following year.
The Portfolio is required by Federal law to withhold 31% of reportable
payments (which may include dividends, capital gains distributions, and
redemptions) paid to shareholders who have not complied with IRS taxpayer
identification regulations. In order to avoid this withholding requirement, you
must certify on the Account Registration Form or on a
15
<PAGE>
separate form supplied by the Fund that your Social Security or Taxpayer
Identification Number provided is correct and that you are not currently subject
to backup withholding, or that you are exempt from backup withholding.
STATE AND LOCAL TAXES
Shareholders may also be subject to state and local taxes on distributions
from the Fund. Shareholders should consult with their tax advisers with respect
to the tax status of distributions from the Fund in their state and locality.
INVESTMENT ADVISER
Fiduciary Management Associates, Inc. is an Illinois corporation formed in
1980 and is located at 55 West Monroe Street, Suite #2550, Chicago, Illinois
60603. The Adviser is a wholly-owned subsidiary of United Asset Management
Corporation ("UAM") and provides investment management services to corporations,
foundations, endowments, pension and profit sharing plans, trusts, estates and
other institutions as well as individuals. As of the date of this Prospectus,
the Adviser had over $1.2 billion in assets under management.
The investment professionals of the Adviser primarily responsible for the
day-to-day management of the Portfolio and a description of their business
experience are as follows:
PATRICIA A. FALKOWSKI
PRESIDENT AND CHIEF INVESTMENT OFFICER
1993-present Fiduciary Management Associates, Inc.
President and Chief Investment Officer
1992-1993 Fiduciary Management Associates, Inc.
Executive Vice President and Chief
Investment Officer
1991-1992 Vice President, Portfolio Manager
1989-1991 STR Analysis, Inc.
President
1983-1989 Kemper Financial Services
Associate-Director of Equity Research
1981-1983 Harris Trust & Savings
Sector Head, Equity Research
1979-1981 Kemper Financial Services, Inc.
Research Analyst
1970-1979 Federal government positions
Financial Analyst
1980 M.B.A., University of Chicago
1969 B.S., Rider College
Ms. Falkowski began managing the FMA Small Company Portfolio in July of
1992.
ALBERT F. GUSTAFSON
SENIOR VICE PRESIDENT AND PORTFOLIO MANAGER
1995-present Fiduciary Management Associates, Inc.
Senior Vice President and Portfolio Manger
1992-1995 Praire State Advisory, Inc.
President
1990-1992 Weiss, Peek & Greer
Research Analyst
1988-1992 Oakwood Asset Management
Partner
1988-1988 Gabelli and Company
Investment Manager & Research
1985-1988 Kemper Financial Services
1981-1985 Alliance Capital Management
Research Analyst
16
<PAGE>
1974 M.B.A., DePaul University
1967 B.S., University of Illinois
Mr. Gustafson began managing the FMA Small Company Portfolio in
November of 1995.
Additional members of the Fiduciary Management Associates, Inc. team of
professionals are as follows:
ROBERT F. "TAD" CARR, III
CHAIRMAN
1980-present Fiduciary Management Associates, Inc.
Chairman and Co-founder
Client Relations
New Business
1972-1980 Investment and Capital Management Corp.
Executive Vice President
1966-1972 Murine Company
Treasurer
Abbott Laboratories
Manager of Optical Division
1964-1966 Northern Trust Bank
Banking Department - Corporate Accounts
1962 B.S., Babson College
ROBERT W. THORNBURGH, JR., C.F.A.
EXECUTIVE VICE PRESIDENT AND ACCOUNT MANAGER
1984-present Fiduciary Management Associates, Inc.
Executive Vice President and Account Manager
1970-1984 Scudder, Stevens & Clark
Vice President and Senior Portfolio Manager
1969 M.B.A., Northwestern University
1964 B.S., Northwestern University
LLOYD J. SPICER, C.F.A.
SENIOR VICE PRESIDENT AND PORTFOLIO MANAGER
1994-present Fiduciary Management Associates, Inc.
Senior Vice President and Portfolio Manager
1982-1994 La Salle National Corporation
Senior Vice President
1979 M.B.A., Illinois Institute of Technology
1974 B.S., Indiana State University
Under an Investment Advisory Agreement (the "Agreement") with the Fund,
dated as of October 8, 1990, the Adviser, subject to the control and supervision
of the Fund's Board of Directors and in conformance with the stated investment
objective and policies of the Portfolio, manages the investment and reinvestment
of the assets of the Portfolio. In this regard, it is the responsibility of the
Adviser to make investment decisions for the Portfolio and to place purchase and
sales orders for the Portfolio.
As compensation for the services rendered by the Adviser under the
Agreement, the Portfolio pays the Adviser an annual fee, in monthly
installments, calculated by applying the following annual percentage rate to the
Portfolio's average daily net assets for the month:
RATE
FMA Small Company Portfolio . . . . . . . . 0.75%
17
<PAGE>
ADMINISTRATIVE SERVICES
Pursuant to a Fund Administration Agreement dated April 15, 1996, which
was approved by the Fund's Directors, UAM Fund Services, Inc., a wholly-owned
subsidiary of UAM, with its principal office located at 211 Congress Street,
Boston, MA 02110, is responsible for performing and overseeing
administration, fund accounting, dividend disbursing and transfer agency
services provided to the Fund and its Portfolios. The Fund pays UAM Fund
Services, Inc. a monthly fee for its services which on an annual basis
equals: 0.19 of 1% of the first $200 million of the aggregate net assets of
the Fund; 0.11 of 1% of the next $800 million of the aggregate net assets of
the Fund; 0.07 of 1% of the aggregate net assets in excess of $1 billion but
less than $3 billion; and 0.05 of 1% of the aggregate assets in excess of $3
billion. The fees are allocated among the Portfolios on the basis of their
relative assets and are subject to a graduated minimum fee schedule per
Portfolio of $1,250 per month upon inception of a Portfolio to $70,000
annually after two years. If a separate class of shares is added to a
Portfolio, the minimum annual fee payable to UAM Fund Services, Inc. by that
Portfolio may be increased by up to $20,000. In addition, each Portfolio
will pay to UAM Fund Services, Inc. a Fund-specific fee of between 0.02% to
0.06% of the aggregate net assets of each Portfolio. The Directors of the
Fund have also approved a Mutual Funds Service Agreement dated April 15, 1996
between UAM Fund Services, Inc. and Chase Global Funds Services Company, an
affiliate of The Chase Manhattan Bank, N.A. under which Chase Global Funds
Services Company provides the Fund and its Portfolios with certain services,
including, but not limited to, fund accounting, transfer agency, maintenance
of Fund records, preparation of reports, assistance in the preparation of the
Fund's registration statements and general day-to-day administration of
matters related to the Fund's corporate existence. UAM Fund Services, Inc.
pays Chase Global Funds Services Company a monthly fee for its services from
the fees that UAM Fund Services, Inc. receives from the Fund under its Fund
Administration Agreement. Chase Global Funds Services Company is located at
73 Tremont Street, Boston, MA 02108-3913. Effective April 1, 1996, The
Chase Manhattan Corporation, the parent of The Chase Manhattan Bank, N.A.
merged with and into Chemical Banking Corporation, the parent company of
Chemical Bank. Chemical Banking Corporation is the surviving corporation and
will continue its existence under the name "The Chase Manhattan Corporation".
DISTRIBUTOR
UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM Corporation
with its principal office located at 211 Congress Street, Boston, Massachusetts
02110, distributes the shares of the Fund. Under the Fund's Distribution
Agreement (the "Distribution Agreement"), the Distributor, as agent of the Fund,
agrees to use its best efforts as sole distributor of the Fund's shares. The
Distributor does not receive any fee or other compensation under the
Distribution Agreement (except as described under "Service and Distribution
Plans" above). The Distribution Agreement continues in effect so long as such
continuance is approved at least annually by the Fund's Board of Directors,
including a majority of those Directors who are not parties to such Agreement or
interested persons of any such party. The Distribution Agreement provides that
the Fund will bear the costs of the registration of its shares with the
Commission and various states, and the printing of its prospectuses, statements
of additional information and reports to stockholders.
PORTFOLIO TRANSACTIONS
The Investment Advisory Agreement authorizes the Adviser to select the
brokers or dealers that will execute the purchases and sales of investment
securities for the Portfolio and directs the Adviser to use its best efforts to
obtain the best available price and most favorable execution with respect to all
transactions for the Portfolio. The Adviser may, however, consistent with the
interests of the Portfolio, select brokers on the basis of the research,
statistical and pricing services they (or their affiliates) provide to the
Portfolio. Information and research received from such brokers will be in
addition to, and not in lieu of, the services required to be performed by the
Adviser under the Investment Advisory Agreement. A commission paid to such
brokers may be higher than that which another qualified broker would have
charged for effecting the same transaction, provided that such commissions are
paid in compliance with the Securities Exchange Act of 1934, as amended, and
that the Adviser determines in good faith that such commission is reasonable in
terms either of the transaction or the overall responsibility of the Adviser to
the Portfolio and the Adviser's other clients.
It is not the Fund's practice to allocate brokerage or effect principal
transactions with dealers on the basis of sales of shares which may be made
through intermediary brokers or dealers that market shares of the FMA Small
Company Portfolio. However, the Adviser may place portfolio orders with
qualified broker-dealers who recommend the Portfolio or who act as agents in the
purchase of shares of the Portfolio for their clients.
Some securities considered for investment by the Portfolio may also be
appropriate for other clients served by the Adviser. If purchase or sale of
securities consistent with the investment policies of the Portfolio and one or
more of these
18
<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.
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 was changed to
"UAM Funds, Inc." The Fund's Articles of Incorporation 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 ("Portfolios") or
classes of shares of common stock and to classify or reclassify any unissued
shares with respect to such Portfolios, without further action by shareholders.
Currently the Fund consists of 30 Portfolios. The Board of Directors may create
additional Portfolios or Classes of shares of the Fund in the future at its
discretion.
The shares of each Portfolio and Class of the Fund are fully paid and
nonassessable, have no preference as to conversion, exchange, dividends,
retirement or other features and have no pre-emptive rights. The shares of each
Portfolio and Class have 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 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
distribution of such shares, and have exclusive voting rights with respect to
matters relating to such distribution expenditures. Information about the
Institutional Class Shares of the Portfolios, along with the fees and expenses
associated with such shares is available upon request by contacting the Fund at
1-800-638-7983. The Fund will not hold annual meetings except as required by
the 1940 Act and other applicable laws. The Fund has undertaken that its
Directors will call a meeting of shareholders if such a meeting is requested in
writing by the holders of not less than 10% of the outstanding shares of the
Fund. To the extent required by the undertaking, the Fund will assist
shareholder communications in such matters.
CUSTODIAN
The Bank of New York serves as Custodian of the Fund's assets.
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP serves as the independent accountants for the Fund and
audits its financial statements annually.
REPORTS
Shareholders receive unaudited semi-annual financial statements and annual
financial statements audited by Price Waterhouse LLP.
SHAREHOLDER INQUIRIES
Shareholder inquiries may be made by writing to the Fund at the address
listed on the cover of this Prospectus or by calling 1-800-638-7983.
LITIGATION
The Fund is not involved in any litigation.
19
<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
1133 AVENUE OF THE AMERICAS President of the Fund;
NEW YORK, NY 10036 President of Regis Retirement Plan
Age 43 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. Director of the Fund; President of
College Road - RFD3 Squam Investment Management Company,
Meredith, NH 03253 Inc. and Great Island Investment
Age 67 Company, Inc.; President of Bennett
Management Company from 1988 to 1993.
J. EDWARD DAY Director of the Fund; Retired Partner
5804 Brookside Drive in the Washington office of the law
Chevy Chase, MD 20815 firm Squire, Sanders & Dempsey;
Age 81 Director, Medical Mutual Liability
Insurance Society of Maryland;
Formerly, Chairman of The Montgomery
County, Maryland, Revenue Authority.
PHILIP D. ENGLISH Director of the Fund; President and 16
West Madison Street Chief Executive Officer of Broventure
Baltimore, MD 21201 Company, Inc.; Chairman of the Board of
Age 47 Chektec Corporation, and Cyber
Scientific, Inc.
WILLIAM A. HUMENUK Director of the Fund; Partner in the
4000 Bell Atlantic Tower Philadelphia office of the law firm
1717 Arch Street Dechert Price & Rhoads; Director,
Philadelphia, PA 19103 HOfler Corp.
Age 54
NORTON H. REAMER Director, President and Chairman of the
One International Place Fund; President, Chief Executive
Boston, MA 02110 Officer and Director of United Asset
Age 60 Management Corporation; Director,
Partner or Trustee of each of the
Investment Companies of the Eaton Vance
Group of Mutual Funds.
- -----------------------
*THESE PEOPLE ARE DEEMED TO BE "INTERESTED PERSONS" OF THE FUND AS THAT TERM IS
DEFINED IN THE 1940 ACT.
20
<PAGE>
Peter M. Whitman, Jr.(*) Director of the Fund; President and
One Financial Center Chief Investment Officer of Dewey
Boston, MA 02111 Square Investors Corporation ("DSI")
Age 52 since 1988; Director and Chief
Executive Officer of H.T Investors,
Inc., formerly a subsidiary of DSI.
William H. Park(*) Vice President of the Fund; Executive
One International Place Vice President and Chief Financial
Boston, MA 02110 Officer of United Asset Management
Age 49 Corporation.
Gary L. French(*) Treasurer of the Fund; President and
211 Congress Street Chief Executive Officer of UAM Fund
Boston, MA 02110 Services, Inc.; formerly Vice
Age [ ] President - Operations Development and
Control of Fidelity Investment
Institutional Services from February
1995 to August 1995; Treasurer of the
Fidelity Group of Mutual Funds from
1991 to February 1995.
Michael E. DeFao(*) Secretary to the Fund; Vice President
211 Congress Street and General Counsel to UAM Fund
Boston, MA 02110 Services, Inc.; formerly an Associate
Age [ ] of Ropes & Gray (a law firm) from
1993-1996.
ROBERT R. FLAHERTY(*) Assistant Treasurer of the Fund; Senior
73 Tremont Street Manager of Fund Administration and
Boston, MA 02108 Compliance of Sub-Administrator since
Age 32 March 1995; formerly Senior Manager of
Deloitte & Touche LLP from 1985 to
1995.
KARL O. HARTMANN(*) Assistant Secretary of the Fund; Senior
73 Tremont Street Vice President 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.
21
<PAGE>
UAM FUNDS - SERVICE CLASS SHARES
BARROW, HANLEY, MEWHINNEY & STRAUSS, INC.
BHM&S Total Return Bond Portfolio
NWQ INVESTMENT MANAGEMENT COMPANY
NWQ Balanced Portfolio
SIRACH CAPITAL MANAGEMENT, INC.
Sirach Equity Portfolio
Sirach Growth Portfolio
Sirach Special Equity Portfolio
TOM JOHNSON INVESTMENT MANAGEMENT, INC.
TJ Core Equity Portfolio
22
<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
___________, 1996
Investment Adviser
FIDUCIARY MANAGEMENT ASSOCIATES, INC.
55 West Monroe Street
Suite 2550
Chicago, IL 60603-5093
(312) 930-6850
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Distributor
UAM FUND DISTRIBUTORS, INC.
211 Congress Street
Boston, MA 02110
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE PAGE
<S> <C> <C> <C>
Fund Expenses. . . . . . . . . . 2 Shareholder Services. . . . . . . 14
Prospectus Summary . . . . . . . 3 Valuation of Shares . . . . . . . 14
Risk Factors . . . . . . . . . . 3 Dividends, Capital Gains
Performance Calculations . . . . 4 Distributions and Taxes . . . . 15
Investment Objective . . . . . . 4 Investment Adviser. . . . . . . . 16
Investment Policies. . . . . . . 4 Administrative Services . . . . . 18
Other Investment Policies. . . . 5 Distributor . . . . . . . . . . . 18
Investment Limitations . . . . . 8 Portfolio Transactions. . . . . . . 18
Investment Suitability . . . . . 9 General Information . . . . . . . 19
Purchase of Shares . . . . . . . 9 Directors and Officers. . . . . . 20
Redemption of Shares . . . . . . 11 UAM Funds-Service Class Shares. . 22
Service and Distribution Plans . 13
</TABLE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, OR IN THE FUND'S STATEMENT OF
ADDITIONAL INFORMATION, IN CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR ITS REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING BY THE FUND IN ANY JURISDICTION IN WHICH SUCH OFFERING
MAY NOT LAWFULLY BE MADE.
<PAGE>
UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)
POST-EFFECTIVE AMENDMENT NO. 39
PART B
The following Statement of Additional Information is included in this Post-
Effective Amendment No. 39:
- FMA Small Company Portfolio Institutional Class Shares and
Institutional Service Class Shares
The following Statement of Additional Information is also incorporated by
reference to Post-Effective Amendment No. 38 filed on May 2, 1996:
- SAMI Preferred Stock Income Portfolio and Enhanced Monthly Income
Portfolio Institutional Class Shares
The following Statement of Additional Information is also incorporated herein by
reference to Post-Effective Amendment No. 37 filed on April 12, 1996:
- Sirach Portfolios Institutional Class Shares and Institutional Service
Class Shares
The following Statements of Additional Information are also incorporated herein
by reference to Post-Effective Amendment No. 36 filed on February 29, 1996:
- Acadian Portfolios Institutional Class Shares
- C & B Portfolios Institutional Class Shares
- DSI Portfolios Institutional Class Shares and Institutional Service
Class Shares
- ICM Equity and ICM Small Company Portfolios Institutional Class Shares
- ICM Fixed Income Portfolio Institutional Class Shares
- McKee Portfolios Institutional Class Shares
- NWQ Portfolios Institutional Class Shares and Institutional Service
Class Shares
- Rice, Hall, James Small Cap Portfolio Institutional Class Shares
Sterling Portfolios Institutional Class Shares and Institutional
Service Class Shares
- TS&W Portfolios Institutional Class Shares
The following Statement of Additional Information is also incorporated herein by
reference to Post-Effective Amendment No. 25 filed on December 23, 1993:
- Cambiar Anticipation Portfolio Institutional Class Shares (This
Portfolio and class of shares is not yet operational.)
The following Statements of Additional Information are also incorporated herein
by reference to Post-Effective Amendment No. 21 filed on August 30, 1993:
- AEW Commercial Mortgage-Backed Securities Portfolio Institutional
Class Shares (This Portfolio and class of shares is not yet
operational.)
- HJMC Equity Portfolio Institutional Class Shares (This Portfolio and
class of shares is not yet operational.)
<PAGE>
PART B
UAM FUNDS
FMA SMALL COMPANY PORTFOLIO
INSTITUTIONAL CLASS SHARES
INSTITUTIONAL SERVICE CLASS SHARES
STATEMENT OF ADDITIONAL INFORMATION
June 27, 1996
This Statement is not a Prospectus but should be read in conjunction with
the Prospectus of the UAM Funds, Inc. (the "UAM Funds" or the "Fund") for the
FMA Small Company Portfolio's Institutional Class Shares dated February 29, 1996
and the Prospectus for the FMA Small Company Portfolio Institutional Service
Class Shares (the "Service Class Shares") dated June 27, 1996. To obtain a
Prospectus, please call the UAM Funds Service Center:
1-800-638-7983
TABLE OF CONTENTS
PAGE
Investment Objective and Policies. . . . . . . . . . . . . . 2
Purchase of Shares . . . . . . . . . . . . . . . . . . . . . 2
Redemption of Shares . . . . . . . . . . . . . . . . . . . . 2
Shareholder Services . . . . . . . . . . . . . . . . . . . . 3
Investment Limitations . . . . . . . . . . . . . . . . . . . 4
Management of the Fund . . . . . . . . . . . . . . . . . . . 5
Investment Adviser . . . . . . . . . . . . . . . . . . . . . 6
Service and Distribution Plans . . . . . . . . . . . . . . . 6
Portfolio Transactions . . . . . . . . . . . . . . . . . . . 8
Administrative Services. . . . . . . . . . . . . . . . . . . 8
Performance Calculations . . . . . . . . . . . . . . . . . . 9
General Information. . . . . . . . . . . . . . . . . . . . . 12
Financial Statements . . . . . . . . . . . . . . . . . . . . 13
Appendix - Description of Securities and Ratings . . . . . . A-1
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
The following policies supplement the investment objective and policies of
the FMA Small Company Portfolio (the "Portfolio) as set forth in the FMA
Portfolio's Prospectuses:
SECURITIES LENDING
The Portfolio may lend its investment securities to qualified institutional
investors who need to borrow securities in order to complete certain
transactions, such as covering short sales, avoiding failures to deliver
securities or completing arbitrage operations. By lending its investment
securities, a Portfolio attempts to increase its income through the receipt of
interest on the loan. Any gain or loss in the market price of the securities
loaned that might occur during the term of the loan would be for the account of
the Portfolio. The Portfolio may lend its investment securities to qualified
brokers, dealers, domestic and foreign banks or other financial institutions, so
long as the terms, the structure and the aggregate amount of such loans are not
inconsistent with the Investment Company Act of 1940, as amended, (the "1940
Act") or the Rules and Regulations or interpretations of the Securities and
Exchange Commission (the "Commission") thereunder, which currently require that
(a) the borrower pledge and maintain with the Portfolio collateral consisting of
cash, an irrevocable letter of credit issued by a domestic U.S. bank or
securities issued or guaranteed by the United States Government having a value
at all times not less than 100% of the value of the securities loaned, (b) the
borrower add to such collateral whenever the price of the securities loaned
rises (i.e., the borrower "marks to the market" on a daily basis), (c) the loan
be made subject to termination by the Portfolio at any time, and (d) the
Portfolio receives reasonable interest on the loan (which may include the
Portfolio investing any cash collateral in interest bearing short-term
investments), any distribution on the loaned, securities and any increase in
their market value. All relevant facts and circumstances, including the
creditworthiness of the broker, dealer or institution, will be considered in
making decisions with respect to the lending of securities, subject to review by
the Fund's Board of Directors.
At the present time, the Staff of the Commission does not object if an
investment company pays reasonable negotiated fees in connection with loaned
securities, so long as such fees are set forth in a written contract and
approved by the investment company's Board of Directors. The Portfolio will
continue to retain any voting rights with respect to the loaned securities. If a
material event occurs affecting an investment on a loan, the loan must be called
and the securities voted.
PURCHASE OF SHARES
Both classes of shares of the Portfolio may be purchased without a sales
commission, at the net asset value per share next determined after an order is
received in proper form by the Fund and payment is received by the Fund's
Custodian. The minimum initial investment required is $25,000 with certain
exceptions as may be determined from time to time by the Officers of the Fund.
An order received in proper form prior to the 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 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:
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.
The Portfolio reserves the right in its sole discretion (1) to suspend the
offering of its shares, (2) to reject purchase orders when in the judgement of
management such rejection is in the best 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 the Portfolio's shares.
REDEMPTION OF SHARES
The Portfolio may suspend redemption privileges or postpone the date of
payment (1) during any period that both the Exchange and custodian bank are
closed, or trading on the Exchange is restricted as determined by the
Commission, (2) during any period when an emergency exists as defined by the
rules of the Commission as a result of which it is not reasonably practicable
for the 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
2
<PAGE>
investment securities, such securities will be valued as set forth in the
Prospectus under "Valuation of Shares" and a redeeming shareholder would
normally incur brokerage expenses if these securities were converted to cash.
No charge is made by the 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.
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. Signatures guarantees are required in connection with (1) all
redemptions when the proceeds are to be paid to someone other than the
registered owner(s) or registered address; and (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 Prospectuses:
EXCHANGE PRIVILEGE
Institutional Class Shares of the 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
Portfolio's Institutional Class Shares Prospectus.) Service Class Shares of
the 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 see the list of Service Class Shares at the end of the Portfolio's
Service Class Shares Prospectus.) Exchange requests should be made by calling
the Fund (1-800-638-7983) or by writing to UAM Funds, UAM Funds Service
Center, c/o Chase Global Funds Services Company, P.O. Box 2798, Boston, MA
02208-2798. The exchange privilege is only available with respect to
Portfolios that are registered for sale in the shareholder's state of
residence.
Any such exchange will be based on the respective net asset values of the
shares involved. There is no sales commission or charge of any kind. Before
making an exchange into a Portfolio, a shareholder should read its Prospectus
and consider the investment objectives of the Portfolio to be purchased. You may
obtain a Prospectus for the Portfolio(s) you are interested in by calling the
UAM Funds Service Center at 1-800-638-7983.
Exchange requests may be made either by mail or telephone. Telephone
exchanges will be accepted only if the certificates for the shares to be
exchanged are held by the Fund for the account of the shareholder and the
registration of the two accounts will be identical. Requests for exchanges
received prior to 4:00 p.m. (Eastern Time) will be processed as of the close of
business on the same day. Requests received after 4:00 p.m. will be processed on
the next business day. Neither the Fund nor the 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
3
<PAGE>
Portfolios; you may want to consult your tax adviser for further information in
this regard. The exchange privilege may be modified or terminated at any time.
TRANSFER OF SHARES
Shareholders may transfer shares of the Portfolio to another person by
making a written request to the Fund. The request should clearly identify the
account and number of shares to be transferred, and include the signature of all
registered owners and all stock certificates, if any, which are subject to the
transfer. The signature on the letter of request, the stock certificate or any
stock power must be guaranteed in the same manner as described under "Redemption
of Shares." As in the case of redemptions, the written request must be received
in good order before any transfer can be made.
INVESTMENT LIMITATIONS
The 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. The 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) make loans except (i) by purchasing bonds, debentures or similar
obligations (including repurchase agreements, subject to the
limitation described in (10) below) which are publicly
distributed; and (ii) by lending its portfolio securities to
banks, brokers, dealers and other financial institutions so long
as such loans are not inconsistent with the 1940 Act or the rules
and regulations or interpretations of the Commission thereunder;
(4) purchase on margin or sell short;
(5) purchase more than 10% of the outstanding voting securities of
any issuer;
(6) with respect as to 75% of its assets, purchase securities of any
issuer (except obligations of the United States Government and
its instrumentalities) if as the result more than 5% of the
Portfolio's total assets, at the time of purchase, would be
invested in the securities of such issuer;
(7) purchase or retain securities of an issuer if those officers and
Directors of the Fund or its investment adviser owning more than
1/2 of 1% of such securities together own more than 5% of such
securities;
(8) borrow money, 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, and the Portfolio may not purchase additional
securities when borrowings exceed 5% of total gross assets;
(9) pledge, mortgage, or hypothecate any of its assets to an extent
greater than 10% of its total assets at fair market value;
(10) underwrite the securities of other issuers or invest more than an
aggregate of 10% of the assets of the Portfolio, determined at
the time of investment, in securities subject to legal or
contractual restrictions on resale or securities for which there
are no readily available markets, including repurchase agreements
having maturities of more than seven days;
(11) invest for the purpose of exercising control over management of
any company;
(12) invest more than 5% of its assets at the time of purchase in the
securities of companies that have (with predecessors) continuous
operations consisting of less than three years;
4
<PAGE>
(13) 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
(14) write or acquire options or interests in oil, gas or other
mineral exploration or development programs.
As a matter of non-fundamental policy, the Portfolio will not:
(1) invest in warrants, valued at the lower of cost or market value
in excess of 5.0% of the value of the Portfolio's net assets.
Included within that amount, but not to exceed 2.0% of the value
of the Portfolio's net assets, may be warrants which are not
listed on the New York or American Stock Exchange. Warrants
acquired in units or attached to securities may be deemed to be
without value.
MANAGEMENT OF THE FUND
OFFICERS AND DIRECTORS
The Fund's officers, under the supervision of the Board of Directors,
manage the day-to-day operations of the Fund. The Directors set broad policies
for the Fund and 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 FMA Small Company
Portfolio's Prospectuses. As of May 31, 1996, the Directors and officers of
the Fund owned less than 1% of the Fund's outstanding shares.
REMUNERATION OF DIRECTORS AND OFFICERS
The Fund pays each Director, who is not also an officer or affiliated
person, a $150 quarterly retainer fee per active Portfolio which currently
amounts to $4,500 per quarter. In addition, each unaffiliated Director receives
a $2,000 meeting fee which is aggregated for all of the Directors and allocated
proportionately among the Portfolios of the Fund and UAM Funds Trust as well as
the AEW Commercial Mortgage Securities Fund, Inc. and reimbursement for travel
and other expenses incurred in attending Board meetings. Directors who are also
officers or affiliated persons receive no remuneration for their service as
Directors. The Fund's officers and employees are paid by either the Adviser,
United Asset Management Corporation ("UAM"), or the Administrator and receive no
compensation from the Fund. The following table shows aggregate compensation
paid to each of the Fund's unaffiliated Directors by the Fund and total
compensation paid by the Fund, UAM Funds Trust and AEW Commercial Mortgage
Securities Fund, Inc. (collectively the "Fund Complex") in the fiscal year ended
October 31, 1995.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
Pension or Total 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>
5
<PAGE>
PRINCIPAL HOLDERS OF SECURITIES
As of May 31, 1996, the following persons or organizations held of record
or beneficially 5% or more of the shares of the Portfolio:
FMA SMALL COMPANY PORTFOLIO: Iron Workers Local #25, 25130 Trans X Drive,
Novi, MI, 21%; IBEW Local Union #226, Pension Fund, 4101 Southgate Drive, Suite
A, Topeka, KS, 13%; First Bank NA, Trustee, Grant Hospital of Chicago P.O. Box
64010, St. Paul, MN, 10%(*); UFCW Local 23 & Giant Eagle Pension Fund, 150 River
Avenue, Suite 200, Pittsburgh, PA, 5%.
The persons or organizations listed above as owning 25% or more of the
outstanding shares of a Portfolio may be presumed to "control" (as that term is
defined in the 1940 Act) such Portfolio. As a result, those persons or
organizations could have the ability to vote a majority of the shares of the
Portfolio on any matter requiring the approval of shareholders of such
Portfolio.
___________
(*) Denotes shares held by a trustee or other fiduciary for which beneficial
ownership is disclaimed or presumed disclaimed.
INVESTMENT ADVISER
CONTROL OF ADVISER
Fiduciary Management Associates, Inc. (the "Adviser") is a wholly-owned
subsidiary of United Asset Management Corporation ("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.
ADVISORY FEES
As compensation for services rendered by the Adviser under the Investment
Advisory Agreement, the Portfolio pays the Adviser an annual fee, in monthly
installments, calculated by applying the following annual percentage rates to
the Portfolio's average daily net assets for the month:
RATE
-----
FMA Small Company Portfolio. . . . . . . . . . . . . . . . . 0.75%
For the fiscal years ended October 31, 1993, 1994 and 1995, the Portfolio paid
the Adviser fees of approximately $83,000, $94,000 and $87,000, respectively,
for advisory services. During these periods, the Adviser voluntarily waived
advisory fees of approximately $44,000, $57,000 and $66,000, respectively.
SERVICE AND DISTRIBUTION PLANS
As stated in the Portfolio's Service Class Shares Prospectus, UAM Funds
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
0.15% 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;
6
<PAGE>
(b) maintaining account records 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 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
7
<PAGE>
Service Class. While the current fee which will be payable under the Service
Plan has been set at .15% 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 to or to firms which receive payments
under the Plans. From time to time, the Distributor may pay additional amounts
form 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 FMA 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 Agreement authorizes the Adviser to select the
brokers or dealers that will execute the purchases and sales of investment
securities for the Portfolio and directs the Adviser to use its best efforts to
obtain the best execution with respect to all transactions for the Portfolio. In
doing so, the 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 Portfolio may also be
appropriate for other clients served by the Adviser. If purchases or sales of
securities consistent with the investment policies of a Portfolio and one or
more of these other clients served by the Adviser is considered at or about the
same time, transactions in such securities will be allocated among the Portfolio
and clients in a manner deemed fair and reasonable by the Adviser. Although
there is no specified formula for allocating such transactions, the various
allocation methods used by the Adviser, and the results of such allocations, are
subject to periodic review by the Fund's Directors.
ADMINISTRATIVE SERVICES
As stated in the Prospectus, the Board of Directors of the Fund approved a
new Fund Administration Agreement between UAM Fund Services, Inc., a wholly
owned subsidiary of UAM, and the Fund. The Fund's Directors also approved a
Mutual Fund Services Agreement between UAM Fund Services, Inc. and Chase Global
Funds Services Company. The services provided by UAM Fund Services, Inc. and
Chase Global Funds Services Company and the basis of the fees payable by the
Fund under the Fund Administration Agreement are described in the Portfolio's
Prospectuses. Prior to April 15, 1996, Chase Global Funds Services Company or
its predecessor, Mutual Funds Service Company, provided certain administrative
8
<PAGE>
services to the Fund under an Administration Agreement between the Fund and U.S.
Trust Company of New York. During the fiscal year ended October 31, 1993,
administrative services fees paid to the Administrator by the Portfolio totaled
$51,557. The basis of the fees paid to the Administrator for the 1993 fiscal
year was as follows: the Fund paid a monthly fee for its services which on an
annualized basis equaled 0.16 of 1% of the first $200 million of the aggregate
net assets of the Fund; plus 0.12 of 1% of the next $800 million of the
aggregate net assets of the Fund; plus 0.06 of 1% of the aggregate net assets in
excess of $1 billion. The fees were allocated among the Portfolios on the basis
of their relative assets and were subject to a graduated minimum fee schedule
per Portfolio, which rose from $1,000 per month upon inception of a Portfolio to
$50,000 annually after two years. During the fiscal years ended October 31, 1994
and October 31, 1995, administrative services fees paid to the Administrator by
the Portfolio totaled approximately $66,000 and $76,000, respectively The
services provided by the Administrator and the basis of the current fees payable
to the Administrator for the 1994 and 1995 fiscal years are described in the
Portfolio's Prospectuses.
PERFORMANCE CALCULATIONS
PERFORMANCE
The 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 Portfolio is determined by finding
the average annual compounded rates of return over 1, 5, and 10 year periods
that would equate an initial hypothetical $1,000 investment to its ending
redeemable value. The calculation assumes that all dividends and distributions
are reinvested when paid. The quotation assumes the amount was completely
redeemed at the end of each 1, 5 and 10 year period and the deduction of all
applicable Fund expenses on an annual basis.
Since Service Class shares of the Portfolio bear additional service and
distribution expenses, the average annual total return of the Service Class
Shares of the Portfolio will generally be lower than that of the Institutional
Class Shares.
The average annual total rates of return for the Institutional Class Shares
of the FMA Small Company Portfolio from inception and for the one year period
ended on the date of the Financial Statements included herein are as follows:
<TABLE>
<CAPTION>
SINCE INCEPTION
THROUGH YEAR
ONE YEAR ENDED ENDED INCEPTION
OCTOBER 31, 1995 OCTOBER 31, 1995 DATE
---------------- ---------------- ----
<S> <C> <C> <C>
FMA Small Company Portfolio 13.57% 13.32% 7/31/91
</TABLE>
These figures are calculated according to the following formula:
n
P (1 + T) = ERV
where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment made at
the beginning of the 1, 5, or 10 year periods at the end of the 1,
5, or 10 year periods (or fractional portion thereof).
9
<PAGE>
Service Class Shares of the Portfolio were not offered as of October 31,
1995. Accordingly, no total return figures are available.
YIELD
Current yield reflects the income per share earned by the Portfolio's
investments. Since Service Class shares of the 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.
The current yield of the Portfolio is determined by dividing the net
investment income earned during a 30-day base period by the maximum offering
price per share on the last day of the period and annualizing the result.
Expenses accrued for the period include any fees charged to all shareholders
during the base period.
A yield figure is obtained using the following formula:
6
Yield = 2[( a-b + 1 ) - 1]
cd
where:
a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the period that
were entitled to receive income distributions
d = the maximum offering price per share on the last day of the period.
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 reinvestment 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.
10
<PAGE>
(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 - consist 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) 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.
(m) Value Line - composed of over 1,600 stocks in the Value Line
Investment Survey.
(n) Russell 2000 - composed of the 2,000 smallest stocks in the Russell
3000, a market value weighted index of the 3,000 largest U.S.
publicly-traded companies.
(o) Composite Indices - 70% Standard & Poor's 500 Stock Index and 30%
NASDAQ Industrial Index; 35% Standard & Poor's 500 Stock Index and
65% Salomon Brothers High Grade Bond Index; all stocks on the NASDAQ
system exclusive of those traded on an exchange, and 65% Standard &
Poor's 500 Stock Index and 35% Salomon Brothers High Grade Bond
Index.
(p) CDA Mutual Fund Report, published by CDA Investment Technologies,
Inc. - analyzes price, current yield, risk, total return and average
rate of return (average annual compounded growth rate) over specified
time periods for the mutual fund industry.
(q) Mutual Fund Source Book, published by Morningstar, Inc. - analyzes
price, yield, risk and total return for equity funds.
(r) 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 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.
(s) 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.
(t) 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.
(u) Savings and Loan Historical Interest Rates - as published in the U.S.
Savings & Loan League Fact Book.
(v) 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
Portfolio, that the averages are generally unmanaged, and that the items
included in the calculations of such averages may not be identical to the
formula used by the Fund to calculate its performance. In addition, there can be
no assurance that the Fund will continue this performance as compared to such
other averages.
11
<PAGE>
GENERAL INFORMATION
DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized under the name "ICM Fund, Inc." as a Maryland
corporation on October 11, 1988. On January 18, 1989, the name of the Fund was
changed to "The Regis Fund, Inc." On October 31, 1995, the name of the Fund was
changed to "UAM Funds, Inc." The Fund's principal executive office is located
at One International Place, Boston, MA 02110; however, all investor
correspondence should be directed to the Fund at UAM Funds Service Center, c/o
Chase Global Funds Services Company, P.O. Box 2798, Boston, MA 02208-2798. The
Fund's Articles of Incorporation, as amended, authorize the Directors to issue
3,000,000,000 shares of common stock, $.001 par value. The Board of Directors
has the power to designate one or more series (Portfolios) or classes of common
stock and to classify or reclassify any unissued shares with respect to such
Portfolios, without further action by shareholders. Currently, the Fund is
offering shares of 30 Portfolios.
Both classes of shares of each Portfolio of the Fund, when issued and paid
for as provided for in the Prospectus, will be fully paid and nonassessable,
have no preference as to conversion, exchange, dividends, retirement or other
features and have no preemptive rights. The shares of the Fund have
noncumulative voting rights, which means that the holders of more than 50% of
the shares voting for the election of Directors can elect 100% of the Directors
if they choose to do so. A shareholder is entitled to one vote for each full
share held (and a fractional vote for each fractional share held), then standing
in his or her name on the books of the Fund. Both Institutional Class and
Service Class Shares represent an interest in the same assets of the 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 the 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 Prospectuses). The amounts of any income dividends or capital
gains distributions cannot be predicted.
Any dividend or distribution paid shortly after the purchase of shares of
the Portfolio by an investor may have the effect of reducing the per share net
asset value of the Portfolio by the per share amount of the dividend or
distribution. Furthermore, such dividends or distributions, although in effect a
return of capital, are subject to income taxes as set forth in the Prospectuses.
As set forth in the Prospectuses, unless the shareholder elects otherwise
in writing, all dividend and capital gains distributions are automatically
received in additional shares of the Portfolio at net asset value (as of the
business day following the record date). This will remain in effect until the
Fund is notified by the shareholder in writing at least three days prior to the
record date that either the Income Option (income dividends in cash and capital
gains distributions in additional shares at net asset value) or the Cash Option
(both income dividends and capital gains distributions in cash) has been
elected. An account statement is sent to shareholders whenever an income
dividend or capital gains distribution is paid.
Each Portfolio of the Fund will be treated as a separate entity (and hence
as a separate "regulated investment company") for Federal tax purposes. Any net
capital gains recognized by a Portfolio will be distributed to its investors
without need to offset (for Federal income tax purposes) such gains against any
net capital losses of another Portfolio.
FEDERAL TAXES
In order for the 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.
The 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.
12
<PAGE>
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 for the Institutional Class Shares of the FMA
Small Company Portfolio and the Financial Highlights for the respective periods
presented, which appear in the Portfolio's 1995 Annual Report to Shareholders,
and the report thereon of Price Waterhouse LLP, independent accountants, also
appearing therein, which were previously filed electronically with the
Commission (Accession Number: 0000950109-000061), are incorporated by
reference.
13
<PAGE>
APPENDIX - DESCRIPTION OF SECURITIES AND RATINGS
I. DESCRIPTION OF BOND RATINGS
Excerpts from Moody's Investors Service, Inc. ("Moody's") description of
its highest bond ratings: AAA - judged to be the best quality; carry the
smallest degree of investment risk: AA - judged to be of high quality by all
standards; A - possess many favorable investment attributes and are to be
considered as higher medium grade obligations; BAA - considered as lower medium
grade obligations, i.e., they are neither highly protected nor poorly secured.
Excerpts from Standard & Poor's Corporation ("S&P") description of its
highest bond ratings: AAA - highest grade obligations; possess the ultimate
degree of protection as to principal and interest; AA - also qualify as high
grade obligations, and in the majority of instances differs from AAA issues only
in small degree; A - regarded as upper medium grade; have considerable
investment strength but are not entirely free from adverse effects of changes in
economic and trade conditions. Interest and principal are regarded as safe;
BBB - regarded as borderline between definitely sound obligations and those
where the speculative element begins to predominate; this group is the lowest
which qualifies for commercial bank investment.
II. DESCRIPTION OF U.S. GOVERNMENT SECURITIES
The term "U.S. Government Securities" refers to a variety of securities
which are issued or guaranteed by the United States Government, and by various
instrumentalities which have been established or sponsored by the United States
Government.
U.S. Treasury securities are backed by the "full faith and credit" of the
United States. Securities issued or guaranteed by Federal agencies and
U.S. Government sponsored instrumentalities may or may not be backed by the full
faith and credit of the United States.
In the case of securities not backed by the full faith and credit of the
United States, the investor must look principally to the agency or
instrumentality issuing or guaranteeing the obligation for ultimate repayment,
and may not be able to assess a claim against the United States itself in the
event the agency or instrumentality does not meet its commitment. Agencies which
are backed by the full faith and credit of the United States include the
Export-Import Bank, Farmers Home Administration, Federal Financing Bank, and
others. Certain agencies and instrumentalities, such as the GNMA are, in effect,
backed by the full faith and credit of the United States through provisions in
their charters that they may make "indefinite and unlimited" drawings on the
U.S. Treasury, if needed to service its debt. Debt from certain other agencies
and instrumentalities, including the Federal Home Loan Bank and FNMA, is not
guaranteed by the United States, but those institutions are protected by the
discretionary authority of the U.S. Treasury to purchase certain amounts of
their securities to assist the institution in meeting its debt obligations.
Finally, other agencies and instrumentalities, such as the Farm Credit System
and the FHLMC, are federally chartered institutions under Government
supervision, but their debt securities are backed only by the credit worthiness
of those institutions, not the U.S. Government.
Some of the U.S. Government agencies that issue or guarantee securities
include the Export-Import Bank of the United States, Farmers Home
Administration, Federal Housing Administration, Maritime Administration, Small
Business Administration, and the Tennessee Valley Authority.
III. DESCRIPTION OF COMMERCIAL PAPER
The Portfolios may invest in commercial paper (including variable amount
master demand notes) rated A-1 or better by S&P or Prime-1 by Moody's or by S&P.
Commercial paper refers to short-term, unsecured promissory notes issued by
corporations to finance short-term credit needs. Commercial paper is usually
sold on a discount basis and has a maturity at the time of issuance not
exceeding nine months. Variable amount master demand notes are demand
obligations that permit the investment of fluctuating amounts at varying market
rates of interest pursuant to arrangement between the issuer and a commercial
bank acting as agent for the payees of such notes whereby both parties have the
right to vary the amount of the outstanding indebtedness on the notes. As
variable amount master demand notes are direct lending arrangements between a
lender and a borrower, it is not generally contemplated that such instruments
will be traded, and there is no secondary market for these notes, although they
are redeemable (and thus immediately repayable by the borrower) at face value,
plus accrued interest, at any time. In connection with the Portfolio's
investment in variable amount master demand notes, the Adviser's investment
management staff will monitor, on an ongoing basis, the earning power, cash flow
and other liquidity ratios of the issuer and the borrower's ability to pay
principal and interest on demand.
A-1
<PAGE>
Commercial paper rated A-1 by S&P has the following characteristics:
(1) liquidity ratios are adequate to meet cash requirements; (2) long-term
senior debt is rated "A" or better; (3) the issuer has access to at least two
additional channels of borrowing; (4) basic earnings and cash flow have an
upward trend with allowance made for unusual circumstances; (5) typically, the
issuer's industry is well established, and the issuer has a strong position
within the industry; and (6) the reliability and quality of management are
unquestioned. Relative strength or weakness of the above factors determine
whether the issuer's commercial paper is A-1, A-2 or A-3. The rating Prime-1 is
the highest commercial paper rating assigned by Moody's. Among the factors
considered by Moody's in assigning ratings are the following: (1) evaluation of
the management of the issuer; (2) economic evaluation of the issuer's industry
or industries and the appraisal of speculative-type risks which may be inherent
in certain areas; (3) evaluation of the issuer's products in relation to
completion and customer acceptance; (4) liquidity; (5) amount and quality of
long term debt; (6) trend of earnings over a period of ten years; (7) financial
strength of a parent company and the relationships which exist with the issuer;
and (8) recognition by the management of issuer of obligations which may be
present or may arise as a result of public interest questions and preparations
to meet such obligations.
IV. DESCRIPTION OF BANK OBLIGATIONS
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate.
Certificates of deposit are negotiable short-term obligations of commercial
banks. Variable rate certificates of deposit are certificates of deposit on
which the interest rate is periodically adjusted prior to their stated maturity
based upon a specified market rate. As a result of these adjustments, the
interest rate on these obligations may increase or decrease periodically.
Frequently, dealers selling variable rate certificates of deposit to the
Portfolio will agree to repurchase such instruments, at the Portfolio's option,
at par on or near the coupon dates. The dealers' obligations to repurchase these
instruments are subject to conditions imposed by various dealers. Such
conditions typically are the continued credit standing of the issuer and the
existence of reasonably orderly market conditions. The Portfolio is also able to
sell variable rate certificates of deposit in the secondary market. Variable
rate certificates of deposit normally carry a higher interest rate than
comparable fixed rate certificates of deposit. A banker's acceptance is a time
draft drawn on a commercial bank by a borrower usually in connection with an
international commercial transaction to finance the import, export, transfer or
storage of goods. The borrower is liable for payment as well as the bank which
unconditionally guarantees to pay the draft at its face amount on the maturity
date. Most acceptances have maturities of six months or less and are traded in
the secondary markets prior to maturity.
V. DESCRIPTION OF FOREIGN INVESTMENTS
Investors should recognize that investing in foreign companies involves
certain special considerations which are not typically associated with investing
in U.S. companies. Since the securities of foreign companies are frequently
denominated in foreign currencies, a Portfolio may be affected favorably or
unfavorably by changes in currency rates and in exchange control regulations,
and may incur costs in connection with conversions between various currencies.
As foreign companies are not generally subject to uniform accounting,
auditing and financial reporting standards and they may have policies that are
not comparable to those of domestic companies, there may be less information
available about certain foreign companies than about domestic companies.
Securities of some foreign companies are generally less liquid and more volatile
than securities of comparable domestic companies. There is generally less
government supervision and regulation of stock exchanges, brokers and listed
companies than in the U.S. In addition, with respect to certain foreign
countries, there is the possibility of expropriation or confiscatory taxation,
political or social instability, or diplomatic developments which could affect
U.S. investments in those countries.
Although the Fund will endeavor to achieve the most favorable execution
costs in its portfolio transactions, fixed commissions on many foreign stock
exchanges are generally higher than negotiated commissions on U.S. exchanges.
Certain foreign governments levy withholding taxes on dividend and interest
income. Although in some countries a portion of these taxes are recoverable, the
non-recoverable portion of foreign withholding taxes will reduce the income
received from the companies comprising the Fund's Portfolios. However, these
foreign withholding taxes are not expected to have a significant impact.
A-2
<PAGE>
PART C
UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)
POST-EFFECTIVE AMENDMENT NO. 39
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
1. Post-Effective Amendment No. 38 was filed to comply with the
Registrant's undertaking to file a Post-Effective Amendment containing
reasonably current financial statements, which need not be audited, within four
to six months of the commencement date of the Enhanced Monthly Income Portfolio
(the "Portfolio"). The following unaudited financial statements for the
Portfolio were included in Part B of the Post-Effective Amendment:
(a) Statement of Net Assets of March 31, 1996;
(b) Statement of Operations for the period ended March 31, 1996;
(c) Statement of Changes in Net Assets for the period ended March 31,
1996;
(d) Financial Highlights as of March 31, 1996; and
(e) Notes to Financial Statements.
2. INCORPORATED BY REFERENCE IN THEIR RESPECTIVE STATEMENTS OF ADDITIONAL
INFORMATION ANNUAL REPORTS FOR THE FUND, EACH DATED OCTOBER 31, 1995, FILED
ELECTRONICALLY PURSUANT TO SECTION 30(B)(2) OF THE INVESTMENT COMPANY ACT OF
1940, AS AMENDED, (ACCESSION NUMBER: 0000950109-96-000061):
Acadian International Equity Portfolio Institutional Class Shares
Acadian Emerging Markets Portfolio Institutional Class Shares
C & B Balanced Portfolio Institutional Class Shares
C & B Equity Portfolio Institutional Class Shares
DSI Disciplined Value Portfolio Institutional Class Shares
DSI Limited Maturity Bond Portfolio Institutional Class Shares
DSI Money Market Portfolio Institutional Class Shares
FMA Small Company Portfolio Institutional Class Shares
ICM Equity Portfolio Institutional Class Shares
ICM Fixed Income Portfolio Institutional Class Shares
ICM Small Company Portfolio Institutional Class Shares
McKee U.S. Government Portfolio Institutional Class Shares
McKee Domestic Equity Portfolio Institutional Class Shares
McKee International Equity Portfolio Institutional Class Shares
NWQ Balanced Portfolio Institutional Class Shares
NWQ Value Equity Portfolio Institutional Class Shares
Rice, Hall, James Small Cap Portfolio Institutional Class Shares
Sirach Fixed Income Portfolio Institutional Class Shares
Sirach Growth Portfolio Institutional Class Shares
<PAGE>
Sirach Short-Term Reserves Portfolio Institutional Class Shares
Sirach Strategic Balanced Portfolio Institutional Class Shares
Sirach Special Equity Portfolio Institutional Class Shares
SAMI Preferred Stock Income Portfolio Institutional Class Shares
Sterling Partners' Balanced Portfolio Institutional Class Shares
Sterling Partners' Equity Portfolio Institutional Class Shares
Sterling Partners' Short-Term Fixed Income Portfolio Institutional
Class Shares
TS&W Equity Portfolio Institutional Class Shares
TS&W Fixed Income Portfolio Institutional Class Shares
TS&W International Equity Portfolio Institutional Class Shares
The Financial Statements for the above-referenced Portfolios set forth
in each Portfolio's Annual Report dated October 31, 1995 include:
(a) Statement of Net Assets as of October 31, 1995;
(b) Statement of Operations for the period ended October 31, 1995;
(c) Statement of Changes in Net Assets for the period ended October
31, 1995;
(d) Financial Highlights as of October 31, 1995;
(e) Notes to Financial Statements; and
(f) Report of Independent Accountants.
<PAGE>
(b) EXHIBITS
Exhibits previously filed by the Fund are incorporated by
reference to such filings. The following table describes the location
of all exhibits. In the table, the following references are used: RS
= original Registration Statement on Form N-1A filed October 31, 1988;
Pre EA = Pre-Effective Amendment No. 1 filed March, 1989; PEA = Post-
Effective Amendment (pertinent numbers for each PEA are included after
"PEA", e.g., PEA #3 means the third PEA under the Securities Act of
1933.)
INCORPORATED BY
EXHIBIT REFERENCE TO (LOCATION):
------- ------------------------
1. Articles of Incorporation PEA#37
A. Amendments PEA#37
B. Articles Supplementary PEA#37
2. By-Laws Pre EA
3. Voting Trust Agreement Not Applicable
4. Specimen of Securities PEA #1, PEA #2,
PEA #12, PEA #13, PEA #16,
PEA #19, PEA #21, PEA #24,
PEA# 25, PEA#33, PEA#37,
Filed herewith
5. Investment Advisory Agreements RS, Pre EA, PEA #1, PEA
#2, PEA #5, PEA #7, PEA #12,
PEA #13, PEA #16, PEA #19,
PEA #21, PEA #24, PEA# 25,
PEA#31, PEA#33, PEA#37
6. Distribution Agreement PEA #2
Form of Amended and Restated
Distribution Agreement between
RFI Distributors and The Regis
Fund, Inc. PEA #28
7. Directors' and Officers'
Contracts and Programs Not Applicable
8. Custody Agreements
A. Custodian Agreement Pre EA
B. Corporate Custody Agreement PEA #2
9. Other Material Contracts
A. Fund Administration Agreement
with United States Trust
Company of New York (Chase Global
Funds Services Company) PEA #11
<PAGE>
10. Opinion and Consent of Counsel Pre EA
11. Other Opinions and Consents
A. Consent of Independent Accountants
with respect to 1995 Annual Reports PEA #36
12. Other Financial Statements Not applicable
13. Agreements relating to Initial
Capital
A. Purchase Agreement Pre EA
14. Model Retirement Plans Not Applicable
15. 12b-1 Plans
A. Form of Distribution Plan PEA #28
B. Form of Selling Dealer Agreement PEA #28
C. Form of Shareholder Services Plan PEA #28
D. Form of Service Agreement
(12b-1 Plan) PEA #28
E. Form of Service Agreement
(Shareholder Services Plan) PEA #28
16. Performance Quotation Schedule PEA #5, PEA #8
18. Rule 18f-3 Multiple Class Plan PEA #36
24. Powers of Attorney PEA #5, PEA #8, PEA #35
27. Financial Data Schedules for the period
ended:
A. October 31, 1995 PEA #36
B. March 31, 1996 PEA #38
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
Registrant is not controlled by or under common control with any person.
<PAGE>
ITEM 26. NUMBER OF HOLDERS OF SECURITIES (APRIL 30, 1996).
<TABLE>
<CAPTION>
<S> <C>
Acadian Emerging Markets Portfolio Institutional Class Shares . . . . . . . . . . . . . . . . . 21
Acadian International Equity Portfolio Institutional Class Shares . . . . . . . . . . . . . . . 7
C&B Balanced Portfolio Institutional Class Shares . . . . . . . . . . . . . . . . . . . . . . . 47
C&B Equity Portfolio Institutional Class Shares . . . . . . . . . . . . . . . . . . . . . . . . 136
DSI Disciplined Value Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . . . . 43
DSI Limited Maturity Bond Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . . 26
DSI Money Market Portfolio Institutional Class Shares . . . . . . . . . . . . . . . . . . . . . 38
Enhanced Monthly Income Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . . . 5
FMA Small Company Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . . . . . . 50
ICM Fixed Income Portfolio Institutional Class Shares . . . . . . . . . . . . . . . . . . . . . 32
ICM Small Company Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . . . . . . 258
ICM Equity Portfolio Institutional Class Shares . . . . . . . . . . . . . . . . . . . . . . . . 18
McKee U.S. Government Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . . . . 13
McKee Domestic Equity Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . . . . 14
McKee International Equity Portfolio Institutional Class Shares . . . . . . . . . . . . . . . . 35
NWQ Balanced Portfolio Institutional Class Shares . . . . . . . . . . . . . . . . . . . . . . . 15
NWQ Balanced Portfolio Institutional Service Class Shares . . . . . . . . . . . . . . . . . . . 7
NWQ Value Equity Portfolio Institutional Class Shares . . . . . . . . . . . . . . . . . . . . . 14
Rice, Hall, James Small Cap Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . 129
SAMI Preferred Stock Income Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . 10
Sirach Special Equity Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . . . . 178
Sirach Special Equity Portfolio Institutional Service Class Shares . . . . . . . . . . . . . . 2
Sirach Strategic Balanced Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . . 75
Sirach Growth Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . . . . . . . . 105
Sirach Growth Portfolio Institutional Service Class Shares . . . . . . . . . . . . . . . . . . 2
Sirach Fixed Income Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . . . . . 30
Sirach Short-Term Reserves Portfolio Institutional Class Shares . . . . . . . . . . . . . . . . 33
Sterling Partners' Balanced Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . 143
Sterling Partners' Equity Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . . 91
Sterling Partners' Short-Term Fixed-Income Portfolio Institutional Class Shares . . . . . . . . 66
TS&W Equity Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . . . . . . . . . 205
TS&W Fixed Income Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . . . . . . 138
TS&W International Equity Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . . 334
NWQ Value Equity Portfolio Institutional Service Class Shares (*) . . . . . . . . . . . . . . . 0
Sirach Strategic Balanced Portfolio Institutional Service Class Shares (*). . . . . . . . . . . 0
Sterling Partners' Balanced Portfolio Institutional Service Class Shares(*) . . . . . . . . . . 0
Sterling Partners' Equity Portfolio Institutional Service Class Shares(*) . . . . . . . . . . . 0
Sterling Partners' Short-Term Fixed-Income Portfolio Institutional Service Class Shares(*). . . 0
AEW Commercial Mortgage-Backed Securities Portfolio Institutional Class Shares(*) . . . . . . . 0
HJMC Equity Portfolio Institutional Class Shares (*). . . . . . . . . . . . . . . . . . . . . . 0
TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,320
</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 Transfer and
Administrative Agent (Chase Global Funds Services Company, 73 Tremont Street,
Boston, Massachusetts 02108) and the Registrant's Custodian Bank (The Bank of
New York, 48 Wall Street, New York, New York 10286.)
ITEM 31. MANAGEMENT SERVICES
Not applicable.
ITEM 32. UNDERTAKINGS
(a) Not applicable
(i) Registrant undertakes to file a post-effective amendment
containing reasonably current financial statements, which need not be
certified, for the Sirach Equity Portfolio within four to six months of the
effective date of the Portfolio.
(ii) 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.
(iii) 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.
(iv) 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.
<PAGE>
(v) Registrant undertakes to file a post-effective amendment
containing reasonably current financial statements, which need not be
certified, for the Cambiar Anticipation Portfolio within four to six months
of the commencement of operations of the Portfolio.
(c) Registrant undertakes to comply with the provisions of Section 16(c)
of the 1940 Act in regard to shareholders' rights to call a meeting of
shareholders for the purpose of voting on the removal of Directors and to assist
in shareholder communications in such matters, to the extent required by law.
Specifically, the Registrant will, if requested to do so by the holders of at
least 10% of the Registrant's outstanding shares, call a meeting of shareholders
for the purpose of voting upon the question of the removal of a Director and the
Registrant will assist in shareholder communications as required by Section
16(c) of the 1940 Act.
(d) Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of the Registrant's latest annual report to shareholders,
upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston and
Commonwealth of Massachusetts on the 27th day of June, 1996.
UAM FUNDS, INC.
*
------------------------
Norton H. Reamer
Chairman and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:
* , Chairman and President June 27, 1996
- -----------------------
Norton H. Reamer
* , Director June 27, 1996
- -----------------------
Mary Rudie Barneby
* , Director June 27, 1996
- -----------------------
John T. Bennett, Jr.
* , Director June 27, 1996
- -----------------------
J. Edward Day
* , Director June 27, 1996
- -----------------------
Philip D. English
* , Director June 27, 1996
- -----------------------
William A. Humenuk
* , Director June 27, 1996
- -----------------------
Peter M. Whitman, Jr.
/S/ Gary L. French, Treasurer and Principal June 27, 1996
- ----------------------- Financial and Accounting
Gary L. French Officer
/S/ Karl O. Hartmann June 27, 1996
- -----------------------
* Karl O. Hartmann
(Attorney-in-Fact)
<PAGE>
UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)
FILE NOS. 811-5683/33-25355
POST-EFFECTIVE AMENDMENT #39
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
4 Specimen of Securities
<PAGE>
NUMBER SHARES
[ ] [ ]
UAM FUNDS, INC.
FMA SMALL COMPANY PORTFOLIO
INSTITUTIONAL SERVICE CLASS SHARES
TOTAL AUTHORIZED ISSUE
10,000,000 SHARES PAR VALUE ($.001) EACH
CUSIP #:
THIS CERTIFIES THAT UAM FUNDS, INC.
[SEAL]
1988 MARYLAND
INCORPORATED UNDER
THE LAWS OF THE
STATE OF MARYLAND
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE ABOVE CORPORATION TRANSFERABLE
ONLY ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY
DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY
ENDORSED.
THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER AGENT.
WITNESS, THE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS DULY
AUTHORIZED OFFICERS.
DATED: COUNTERSIGNED AND REGISTERED
THE CHASE MANHATTAN BANK, N.A.
TRANSFER AGENT
PRESIDENT TREASURER BY
AUTHORIZED SIGNATURE
<PAGE>
UAM FUNDS, INC.
THE FUND WILL FURNISH WITHOUT CHARGE EACH SHAREHOLDER UPON REQUEST A FULL
STATEMENT OF THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER
RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS,
QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH
CLASS WHICH THE FUND IS AUTHORIZED TO ISSUE. SUCH REQUEST MAY BE MADE TO
THE TRANSFER AGENT OF THE FUND AT ITS OFFICE IN BOSTON, MASSACHUSETTS.
THE FOLLOWING ABBREVIATIONS, WHEN USED IN THE INSCRIPTION ON THE FACE
OF THIS CERTIFICATE, SHALL BE CONSTRUED AS THOUGH THEY WERE WRITTEN
OUT IN FULL ACCORDING TO APPLICABLE LAWS OR REGULATIONS.
<TABLE>
<S><C>
TEN COM - as tenants in common UNIF GIFT MIN ACT __________ Custodian__________
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gift to Minor Act
JT TEN - as joint tenants with right of survivorship and not as tenants in common______________
(State)
</TABLE>
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)
