<PAGE>
MARKED TO INDICATE CHANGES FROM PEA #43
As filed with the Securities and Exchange Commission on January 24, 1997
- --------------------------------------------------------------------------------
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. 44 /X/
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 46 /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 (617) 330-8900
Karl O. Hartmann, Assistant Secretary
c/o Chase Global Funds Services Company
73 Tremont Street
Boston, Massachusetts 02108
(Name and Address of Agent for Service)
--------------
Copy to:
Audrey C. Talley, Esq.
Stradley, Ronon, Stevens & Young LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
--------------
It is proposed that this filing become effective:
(check appropriate box)
[ ] immediately upon filing pursuant to Paragraph (b)
[ ] on (date) pursuant to Paragraph (b)
[ ] 60 days after filing pursuant to Paragraph (a)
[X] 75 days after filing pursuant to Paragraph (a)
[ ] on (date) pursuant to Paragraph (a) of Rule 485
Registrant has previously elected to and hereby continues its election to
register an indefinite number of shares pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended. Registrant filed its Rule 24f-2
Notice for the fiscal year ended October 31, 1996 on December 27, 1996.
<PAGE>
UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)
CROSS REFERENCE SHEET
FILE NOS. 33-25355/811-5683
<TABLE>
<CAPTION>
PART A OF FORM N-1A LOCATION IN PROSPECTUS
- ------------------- ----------------------
<S> <C> <C>
Item 1. Cover Page............................................... Cover Page
Item 2. Synopsis................................................. Fund Expenses; Prospectus Summary
Item 3. Condensed Financial Information.......................... Financial Highlights
Item 4. General Description of Registrant........................ Prospectus Summary; Investment
Objectives; Investment Policies; Other
Investment Policies; Investment Limitations
Item 5. Management of the Fund................................... Investment Adviser; Administrative
Services; Distributor; Portfolio Transactions
Item 5A. Management's Discussion
of Fund Performance...................................... Included in the Registrant's Annual
Report to Shareholders dated October 31,
1996
Item 6. Capital Stock and Other Securities....................... Purchase of Shares; Redemption of Shares;
Valuation of Shares; Dividends, Capital
Gains Distributions and Taxes; General
Information
Item 7. Purchase of Securities
Being Offered............................................ Cover Page; Purchase of Shares
Item 8. Redemption or Repurchase................................. Redemption of Shares
Item 9. Pending Legal Proceedings................................ Not Applicable
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART B OF FORM N-1A LOCATION IN STATEMENT
- ------------------- OF ADDITIONAL INFORMATION
-------------------------
<S> <C> <C>
Item 10. Cover Page........................................... Cover Page
Item 11. Table of Contents.................................... Cover Page
Item 12. General Information and History...................... General Information
Item 13. Investment Objective and Policies.................... Investment Objective and Policies; Investment Limitations
Item 14. Management of the Fund............................... Management of the Fund; Investment Adviser
Item 15. Control Persons and Principal
Holders of Securities................................ Management of the Fund
Item 16. Investment Advisory and
Other Services....................................... Investment Adviser
Item 17. Brokerage Allocation and
Other Practices...................................... Portfolio Transactions
Item 18. Capital Stock and Other
Securities........................................... General Information
Item 19. Purchase, Redemption and Pricing
of Securities Being Offered.......................... Purchase of Shares; Redemption of Shares
Item 20. Tax Status........................................... General Information
Item 21. Underwriters......................................... Not Applicable
Item 22. Calculation of Performance Data...................... Performance Calculations
Item 23. Financial Statements................................. Financial Statements
</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. 44
PART A
The following Prospectus is included in this Post-Effective Amendment No. 44:
. McKee Portfolios Institutional Class Shares
The following Prospectuses are also incorporated herein by reference to
Post-Effective Amendment No. 43 filed on January 3, 1997:
. Acadian Portfolios Institutional Class Shares
. C & B Portfolios Institutional Class Shares
. DSI Portfolios Institutional Class Shares
. DSI Disciplined Value Portfolio Institutional Service Class Shares
. FMA Small Company Portfolio Institutional Class Shares
. FMA Small Company Portfolio Institutional Service Class Shares
. ICM Fixed Income Portfolio Institutional Class Shares
. ICM Equity and ICM Small Company Portfolios Institutional Class Shares
. NWQ Portfolios Institutional Class Shares
. NWQ Portfolios Institutional Service Class Shares
. Rice, Hall, James Portfolios Institutional Class Shares
. SAMI Preferred Stock Income Portfolio Institutional Class Shares
. Sirach Portfolios Institutional Class Shares
. Sirach Portfolios Institutional Service Class Shares
. Sterling Partners' Portfolios Institutional Class Shares
. Sterling Partners' 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 Prospectus is also incorporated herein by reference to Post-
Effective Amendment No. 21 filed on August 30, 1993:
. HJMC Equity Portfolio Institutional Class Shares (This Portfolio and
class of shares is not yet operational.)
<PAGE>
[LOGO OF UAM FUNDS APPEARS HERE]
UAM FUNDS SERVICE CENTER
C/O CHASE GLOBAL FUNDS SERVICES COMPANY
P.O. BOX 2798
BOSTON, MA 02208-2798
1-800-638-7983
- -------------------------------------------------------------------------------
THE MCKEE PORTFOLIOS
INSTITUTIONAL CLASS SHARES
INVESTMENT ADVISER: C.S. MCKEE & CO.
- -------------------------------------------------------------------------------
PROSPECTUS--_______ _, 1997
UAM Funds, Inc. (the "Fund") is an open-end, management investment company
known as a "mutual fund." The Fund consists of multiple series, (known as
"Portfolios") each of which has different investment objectives and investment
policies. The McKee Portfolios currently offer only one class of shares. The
securities offered in this Prospectus are Institutional Class Shares of four
no-load Portfolios of the Fund managed by C.S. McKee & Co., Inc.: McKee U.S.
Government Portfolio, McKee Domestic Equity Portfolio, McKee International
Equity Portfolio, each a non-diversified Portfolio, and McKee Small Cap Equity
Portfolio, a diversified Portfolio.
McKee U.S. Government Portfolio. The objective of the McKee U.S. Government
Portfolio (the "U.S. Government Portfolio") is to achieve a high level of cur-
rent income consistent with preservation of capital by investing primarily in
U.S. Treasury and Government agency securities.
McKee Domestic Equity Portfolio. The objective of the McKee Domestic Equity
Portfolio (the "Domestic Equity Portfolio") is to achieve a superior long-term
total return over a market cycle by investing primarily in equity securities
of U.S. issuers.
McKee International Equity Portfolio. The objective of the McKee Interna-
tional Equity Portfolio (the "International Equity Portfolio") is to achieve a
superior long-term total return over a market cycle by investing primarily in
the equity securities of non-U.S. issuers.
McKee Small Cap Equity Portfolio. The objective of the McKee Small Cap Equity
Portfolio (the "Small Cap Equity Portfolio") is to achieve a superior long-term
total return over a market cycle by investing primarily in the equity securities
of small companies.
There can be no assurance that any of the Portfolios will achieve their
stated objective.
Keep this Prospectus for future reference. It contains information you should
know before you invest. A "Statement of Additional Information" ("SAI")
containing additional information about the Fund has been filed with the Secu-
rities and Exchange Commission. The SAI is dated 1997 and has been incorporated
by reference into this Prospectus. For a free copy of the SAI contact the UAM
Funds Center at the address or telephone number above.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Financial Highlights....................................................... 5
Investment Objectives...................................................... 8
Investment Policies........................................................ 8
Other Investment Policies.................................................. 12
Investment Limitations..................................................... 16
Purchase of Shares......................................................... 17
Redemption of Shares....................................................... 20
Shareholder Services....................................................... 22
Valuation of Shares........................................................ 23
Performance Calculations................................................... 23
Dividends, Capital Gains Distributions and Taxes........................... 24
Investment Adviser......................................................... 25
Administrative Services.................................................... 26
Distributor................................................................ 27
Portfolio Transactions..................................................... 28
General Information........................................................ 28
</TABLE>
<PAGE>
FUND EXPENSES
The following table illustrates the expenses and fees which shareholders of
the Portfolios will incur. Transaction fees may be charged if a broker-dealer
or other financial intermediary deals with the Fund on your behalf. (See "PUR-
CHASE OF SHARES.")
SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
U.S. DOMESTIC INTERNATIONAL SMALL CAP
GOVERNMENT EQUITY EQUITY EQUITY
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
---------- --------- ------------- -----------
<S> <C> <C> <C> <C>
Sales Load Imposed on
Purchases............. NONE NONE NONE NONE
Sales Load Imposed on
Reinvested Dividends.. NONE NONE NONE NONE
Deferred Sales Load..... NONE NONE NONE NONE
Redemption Fees......... NONE NONE NONE NONE
Exchange Fees........... NONE NONE NONE NONE
</TABLE>
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
U.S. DOMESTIC INTERNATIONAL SMALL CAP
GOVERNMENT EQUITY EQUITY EQUITY
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
---------- --------- ------------- -----------
<S> <C> <C> <C> <C>
Investment Advisory Fees....................... 0.45% 0.65% 0.70% 1.00%
Administrative Fees............................ 0.46% 0.21% 0.18% 0.13%
12b-1 Fees..................................... NONE NONE NONE NONE
Distribution Costs............................. NONE NONE NONE NONE
Other Expenses................................. 0.35% 0.18% 0.15% 0.21%
------- ------- ----- -----
Total Operating Expenses+...................... 1.26% 1.04% 1.03% 1.34%
======= ======= ===== =====
</TABLE>
- -----------
+ The annualized Total Operating Expenses includes the effect of expense off-
sets. If expense offsets were excluded, annualized Total Operating Expenses
of the Portfolios would not differ.
1
<PAGE>
The above table shows the various fees and expenses an investor in the Port-
folios would bear directly or indirectly. The fees and expenses are based on the
U.S. Government, Domestic Equity and International Equity Portfolios' operations
during the fiscal year ended October 31, 1996, except that Administrative Fees
have been restated to reflect the current fees. (See "ADMINISTRATIVE SERVICES"
herein and in the SAI.) Total Operating Expenses for the U.S. Government and
Domestic Equity Portfolios have also been restated to reflect the expiration of
expense caps on February 29, 1996. The fees and expenses for the Small Cap
Equity Portfolio are based on estimated amounts for its first year of operations
assuming average daily net assets of $35 million. As of the date of this
Prospectus, the Portfolio had not commenced operations.
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 Small Cap Equity Portfolio, if necessary, in order to reduce the Portfolio's
expense ratio. As of the date of this Prospectus, the Adviser has agreed to keep
the annual total operating expenses of the Small Cap Equity Portfolio from
exceeding 1.75% of average daily net assets. The Fund will not reimburse the
Adviser for any advisory fees waived or expenses that the Adviser may bear on
behalf of the Portfolio.
The following example illustrates the expenses which a shareholder would pay
on a $1,000 investment over various time periods assuming (1) a 5% annual rate
of return and (2) redemption at the end of each time period. As noted in the
table above, the Portfolios charge no redemption fees of any kind.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
U.S. Government Portfolio................. $13 $40 $70 $153
Domestic Equity Portfolio................. $11 $33 $58 $128
International Equity Portfolio............ $11 $33 $57 $126
Small Cap Equity Portfolio................ $18 $55 $* $*
</TABLE>
* As the Small Cap Equity Portfolio is not yet operational, the Fund has not
projected expenses beyond the three year period shown.
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EX-
PENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE
SHOWN.
2
<PAGE>
PROSPECTUS SUMMARY
INVESTMENT ADVISER
C.S. McKee & Co., Inc. (the "Adviser"), an investment counseling firm estab-
lished in 1931, serves as investment adviser to the Portfolios. The Adviser
presently manages over $3.2 billion in assets for institutional clients. (See
"INVESTMENT ADVISER.")
PURCHASE OF SHARES
Shares of each Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor") to investors at net asset value without a sales commis-
sion. Share purchases may be made by sending investments directly to the Fund.
The minimum initial investment for the U.S. Government and Domestic Equity
Portfolios is $100,000; the minimum for subsequent investments is $1,000. The
minimum initial investment for the International Equity and Small Cap Equity
Portfolios is $2,500; the minimum for subsequent investments is $100. The
minimum initial investment for IRA accounts is $500. The minimum initial
investment for spousal IRA accounts is $250. Certain exceptions to the initial
and minimum investment amounts may be made by officers of the Fund. (See
"PURCHASE OF SHARES.")
DIVIDENDS AND DISTRIBUTIONS
Each Portfolio will normally distribute substantially all of its net invest-
ment income in quarterly dividends. Each Portfolio will distribute any real-
ized net capital gains annually. Distributions will be reinvested in Portfolio
shares automatically unless an investor elects to receive cash distributions.
(See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES.")
REDEMPTIONS AND EXCHANGES
Shares of each Portfolio may be redeemed at any time, without cost, at the
net asset value of the Portfolio next determined after receipt of the redemp-
tion request. The redemption price may be more or less than the purchase
price. (See "REDEMPTION OF SHARES.")
ADMINISTRATIVE SERVICES
UAM Fund Services Inc. ("UAMFSI"), a wholly-owned subsidiary of United Asset
Management Corporation, is responsible for performing and overseeing adminis-
tration, fund accounting, dividend disbursing and transfer agency services
provided to the Fund and its Portfolios by third-party service providers. (See
"ADMINISTRATIVE SERVICES.")
3
<PAGE>
RISK FACTORS
The value of the Portfolios' shares can be expected to fluctuate in response
to changes in market and economic conditions as well as the financial condi-
tions and prospects of the issuers in which the Portfolios invest. Prospective
investors should consider the following: (1) The Domestic Equity Portfolio,
International Equity Portfolio and Small Cap Equity Portfolio may each invest
in securities of foreign issuers, which may involve greater risks than
investments in domestic securities, such as foreign currency risks. In
addition, since the International Equity Portfolio may invest in the securities
of foreign issuers of developing countries, the Portfolio may be subject to
additional risks. (See "INVESTMENT POLICIES."); (2) Common Stocks of companies
which have small market capitalization may exhibit greater market volatility
than common stocks of companies which have larger capitalization; (3) Fixed
income securities in which the Portfolios may invest will be affected by general
changes in interest rates resulting in increases or decreases in the value of
the obligations held by the Portfolios. The value of fixed income securities
held by a Portfolio can be expected to vary inversely with changes in interest
rates; as interest rates decline, the market value of fixed income securities
tends to increase and vice versa; (4) The U.S. Government, Domestic Equity and
International Equity Portfolios are classified as non-diversified under the
Investment Company Act of 1940, as amended (the "1940 Act"). These Portfolios
may invest a greater proportion of their total assets in the securities of a
smaller number of issuers and, as a result, will be subject to a greater risk
with respect to their securities; (5) Each Portfolio may use investment
practices such as repurchase agreements, when-issued, forward delivery and
delayed settlement securities and lending of securities. (See "OTHER INVESTMENT
POLICIES.")
4
<PAGE>
FINANCIAL HIGHLIGHTS
The following tables provide selected per share information for a share out-
standing throughout each of the respective periods presented for the
International Equity, Domestic Equity and U.S. Government Portfolios'
Institutional Class Shares. These tables are part of the Portfolios' Financial
Statements, which are included in the Portfolios' 1996 Annual Report to
Shareholders. The Annual Report is incorporated into the Portfolios' SAI. The
Portfolios' Financial Statements have been audited by Price Waterhouse LLP.
Their unqualified opinion on the Financial Statements is also incorporated into
the SAI. Please read the following information in conjunction with the
Portfolios' 1996 Annual Report to Shareholders. The Small Cap Equity Portfolio
had not commenced operations as of the date of this Prospectus.
INTERNATIONAL EQUITY PORTFOLIO
<TABLE>
<CAPTION>
YEAR ENDED
-----------------------
MAY 26, 1994**
TO OCTOBER 31, OCTOBER 31, OCTOBER 31,
1994 1995 1996
-------------- ----------- -----------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period... $ 10.00 $ 10.40 $ 10.03
Income From Investment Operations
Net Investment Income.................. 0.04 0.11 0.09
Net Realized and Unrealized Gain
(Loss)............................... 0.39 (0.39)+ 0.73
------- ------- -------
Total From Investment Operations....... 0.43 (0.28) 0.82
------- ------- -------
Distributions:
Net Investment Income.................. (0.03) (0.09) (0.09)
Net Realized Gain...................... -- -- (0.21)
------- ------- -------
Total Distributions.................... (0.03) (0.09) (0.30)
------- ------- -------
Net Asset Value, End of Period......... $ 10.40 $ 10.03 $ 10.55
======= ======= =======
Total Return........................... 4.31% (2.69)% 8.29%
======= ======= =======
Ratios and Supplemental Data
Net Assets, End of Period (Thousands).. $37,257 $74,893 $91,224
Ratio of Expenses to Average Net
Assets............................... 1.12%* 0.97%# 1.01%
Ratio of Net Investment Income to
Average Net Assets................... 0.97%* 1.16% 0.92%
Portfolio Turnover Rate................ 11% 7% 9%
Average Commission Rate Paid#.......... N/A N/A $0.0560
Ratio of Expenses to Average Net Assets
Including Expense Offsets............ N/A 0.96% 1.01%
</TABLE>
- -----------
* Annualized
** Commencement of Operations
+ The amount shown for the year ended October 31, 1995 for a share outstand-
ing throughout the period does not accord with the aggregate net gains on
investments for that period because of the timing of sales and repurchases
of Portfolio shares in relation to fluctuating market value of the invest-
ments of the Portfolio.
# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.
5
<PAGE>
DOMESTIC EQUITY PORTFOLIO
<TABLE>
<CAPTION>
MARCH 2, 1995** YEAR ENDED
TO OCTOBER 31, OCTOBER 31,
1995 1996
--------------- -----------
<S> <C> <C>
Net Asset Value, Beginning of Period.............. $10.00 $ 11.44
Income From Investment Operations
Net Investment Income............................. 0.08 0.10
Net Realized and Unrealized Gain.................. 1.43 2.08
------ -------
Total From Investment Operations.................. 1.51 2.18
------ -------
Distributions:
Net Investment Income............................. (0.07) (0.09)
Net Realized Gain................................. -- (0.15)
------ -------
Total Distributions............................... (0.07) (0.24)
------ -------
Net Asset Value, End of Period.................... $11.44 $ 13.38
====== =======
Total Return+..................................... 15.13% 19.31%
====== =======
Ratios and Supplemental Data
Net Assets, End of Period (Thousands)............. $6,427 $62,170
Ratio of Expenses to Average Net Assets+.......... 1.08%* 0.99%
Ratio of Net Investment Income to Average Net As-
sets+........................................... 1.12%* 0.93%
Portfolio Turnover Rate........................... 27% 42%
Average Commission Rate Paid#..................... N/A $0.0482
Voluntary Waived Fees and Expenses Assumed by the
Adviser Per Share............................... $0.11 $0.00
Ratio of Expenses to Average Net Assets Including
Expense Offsets................................. 1.00% 0.99%
</TABLE>
- -----------
* Annualized
** Commencement of Operations
+ Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser during the periods.
# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.
6
<PAGE>
U.S. GOVERNMENT PORTFOLIO
<TABLE>
<CAPTION>
MARCH 2, 1995** YEAR ENDED
TO OCTOBER 31, OCTOBER 31,
1995 1996
--------------- -----------
<S> <C> <C>
Net Asset Value, Beginning of Period.............. $10.00 $10.76
Income From Investment Operations
Net Investment Income............................. 0.28 0.46
Net Realized and Unrealized Gain (Loss)........... 0.71 (0.07)++
------ -------
Total From Investment Operations.................. 0.99 0.39
------ -------
Distributions:
Net Investment Income............................. (0.23) (0.44)
Net Realized Gain................................. 0.00 (0.13)
------ -------
Total Distributions............................... (0.23) (0.57)
------ -------
Net Asset Value, End of Period.................... $10.76 $10.58
====== =======
Total Return+..................................... 9.96% 3.77%
====== =======
Ratios and Supplemental Data
Net Assets, End of Period (Thousands)............. $6,069 $23,118
Ratio of Expenses to Average Net Assets........... 0.89%* 1.13%
Ratio of Net Investment Income to Average Net
Assets.......................................... 5.39%* 5.39%
Portfolio Turnover Rate........................... 104% 83%
Voluntary Waived Fees and Expenses Assumed by the
Adviser Per Share............................... $0.10 $0.01
Ratio of Expenses to Average Net Assets Including
Expense Offsets................................. 0.85%* 1.13%
</TABLE>
- -----------
* Annualized
** Commencement of Operations
+ Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser during the periods.
++ The amount shown for the year ended October 31, 1996 for a share outstand-
ing throughout the period does not accord with the aggregate net gains on
investments for that period because of the timing of sales and repurchases
of Portfolio shares in relation to fluctuating market value of the invest-
ments of the Portfolio.
7
<PAGE>
INVESTMENT OBJECTIVES
The objective of the U.S. GOVERNMENT PORTFOLIO is to achieve a high level of
current income consistent with preservation of capital by investing primarily
in U.S. Treasury and Government agency securities.
The objective of the DOMESTIC EQUITY PORTFOLIO is to achieve a superior
long-term total return over a market cycle by investing primarily in equity
securities of U.S. issuers.
The objective of the INTERNATIONAL EQUITY PORTFOLIO is to achieve a superior
long-term total return over a market cycle by investing primarily in equity
securities of non-U.S. issuers.
The objective of the SMALL CAP EQUITY PORTFOLIO is to achieve a superior long-
term total return over a market cycle by investing primarily in the equity
securities of small companies.
There can be no assurance that any of the Portfolios will achieve its stated
objective.
INVESTMENT POLICIES
U.S. GOVERNMENT PORTFOLIO. The U.S. Government Portfolio intends to achieve
its objective by investing, under normal circumstances, at least 65% of its
total assets in securities issued by the U.S. Treasury and Government agencies
and instrumentalities. Because the Adviser will actively manage the Portfolio,
investments in U.S. Government and agency securities will reflect the Advis-
er's outlook for the direction of interest rates. Based on this outlook, the
average weighted maturity of the Portfolio is expected to fluctuate between 5
years and 15 years.
U.S. Government Securities in which the Portfolio will invest are U.S. Trea-
sury securities consisting of Treasury Bills, Treasury Notes and Treasury
Bonds. Some other government securities in which the Portfolio may invest are
securities of the Federal Housing Administration, the Government National
Mortgage Association, the Department of Housing and Urban Development, the Ex-
port-Import Bank, the Farmers Home Administration, the General Services Admin-
istration, the Maritime Administration and the Small Business Administration.
The balance of the Portfolio's assets may be invested in repurchase agree-
ments collateralized by such securities mentioned above, investment grade cor-
porate asset-backed securities and agency mortgage-backed securities. The
Portfolio will invest in corporate bonds rated no lower than Baa by Moody's
Investors Service, Inc. ("Moody's") or BBB by Standard & Poor's Corporation
("S&P") at the time of their purchase. Securities rated Baa by Moody's or BBB
by S&P may possess speculative characteristics and may be more sensitive to
changes in the economy and the financial condition of issuers than higher
rated bonds. It is the
8
<PAGE>
Adviser's intention that the Portfolio's investments will be limited to in-
vestment grade securities. However, the Adviser reserves the right to retain
securities which are downgraded by one or both of the rating agencies if, in
the Adviser's judgment, the retention of the securities is warranted. The SAI
for the Portfolios contains a description of corporate bond ratings. The Port-
folio will invest in asset-backed securities rated no lower than the top two
rating categories by Moody's and S&P at the time of their purchase. The Port-
folio may also invest up to 25% of its assets in short-term securities and
cash equivalents. (See "SHORT-TERM INVESTMENTS.")
DOMESTIC EQUITY PORTFOLIO. The Domestic Equity Portfolio intends to achieve
its objective by investing, under normal circumstances, at least 65% of its
total assets in equity securities of U.S. companies with medium to large mar-
ket capitalizations. These issuers will be listed on a national exchange or
traded over the counter. The stock selection process begins with an initial
screening of over 1,600 stocks by price/earnings ratios, earnings momentum and
earnings surprise to identify potentially undervalued securities. Through the
use of fundamental security analysis, company management interviews and as-
sessment of opinions of street analysts and consultants, a portfolio of stocks
is selected that demonstrates the best combination of value and earnings mo-
mentum. Broad diversification is achieved by maintaining exposure to most ma-
jor economic sectors and industries. The Adviser plans to maintain a fully in-
vested posture, holding limited cash reserves only when the market appears
vulnerable to decline.
The Portfolio intends to invest primarily in U.S.-based companies. In addi-
tion, the Portfolio may purchase shares of foreign-based companies in the form
of American Depositary Receipts (ADRs). Investments in ADRs, which are domes-
tic securities representing ownership rights in foreign companies, generally
will not exceed 10% of the Portfolio's assets. ADRs may be sponsored or
unsponsored. Sponsored ADRs are established jointly by a depositary and the
underlying issuer, whereas unsponsored ADRs may be established without partic-
ipation by the underlying issuer. Holders of an unsponsored ADR generally bear
all the costs associated with establishing the unsponsored ADR. The depositary
of an unsponsored ADR is under no obligation to distribute shareholder commu-
nications received from the underlying issuer or to pass through to the hold-
ers of the unsponsored ADR voting rights with respect to the deposited securi-
ties or pool of securities.
The Portfolio may also purchase U.S. Treasury and Government agency securi-
ties, short-term securities and cash equivalents. (See "SHORT-TERM INVEST-
MENTS.")
INTERNATIONAL EQUITY PORTFOLIO. The International Equity Portfolio intends
to achieve its objective by investing at least 65% of its total assets in the
equity securities of at least three countries other than the U.S. The invest-
ment process
9
<PAGE>
employed by the Adviser begins with an initial screening of over 4,000 stocks
which are generally traded on a national exchange and selected from the
investable non-U.S. markets. These securities are ranked by their price/earnings
ratios, price/cash flow ratios, price/book value ratios and earnings momentum.
Stock selection is then based on identifying the most fundamentally attractive
securities as defined by the screening process.
The Portfolio will attempt to minimize risk through systematic country and
economic sector diversification. The Portfolio will be managed in a manner
which will maintain deliberate allocations to most major markets and industries
within the Morgan Stanley Capital International EAFE Index (the "Index").
However, stocks may be purchased which are not included in countries and
industries comprising the Index. Based on this strategy the Portfolio will
generally hold more than 50 stocks selected from at least 15 countries.
Investments in securities of foreign issuers involve somewhat different in-
vestment risks from those affecting securities of domestic issuers. There may
be limited publicly available information with respect to foreign issuers, and
foreign issuers are not generally subject to uniform accounting, auditing and
financial standards and requirements comparable to those of domestic compa-
nies. There may also be less government supervision and regulation of foreign
securities exchanges, brokers and listed companies than in the United States.
Many foreign securities markets have substantially less volume than United
States securities exchanges, and securities of some foreign issuers are less
liquid and more volatile than securities of comparable domestic issuers. Bro-
kerage commissions and other transaction costs on foreign securities exchanges
are generally higher than in the United States. Dividends and interest paid by
foreign issuers may be subject to withholding and other foreign taxes which
may decrease the net return on foreign investments as compared to dividends
and interest paid by domestic companies. Additional risks include future po-
litical and economic developments, the possibility that a foreign jurisdiction
might impose or change withholding taxes on income payable with respect to
foreign securities, the possible adoption of foreign governmental restrictions
such as exchange controls, and in the event of a default on a foreign debt ob-
ligation, it may be more difficult for the Portfolio to obtain or enforce a
judgement against the issuers of the obligation.
Prior governmental approval for foreign investments may be required under
certain circumstances in some emerging countries, and the extent of foreign
investment in domestic companies may be subject to limitation in other emerg-
ing countries. Foreign ownership limitations also may be imposed by the char-
ters of individual companies in emerging countries to prevent, among other
concerns, violation of foreign investment limitations.
The Portfolio may invest a portion of its assets in securities of issuers in
developing countries. Investing in the foreign securities of developing coun-
tries
10
<PAGE>
presents additional considerations. The economies of individual developing
countries may differ favorably or unfavorably from the United States economy
in such respects as growth of gross domestic product, rate of inflation, cur-
rency depreciation, capital reinvestment, resource self-sufficiency and bal-
ance of payments position. Further, the economies of developing countries gen-
erally are heavily dependent upon international trade and accordingly, have
been and may continue to be adversely affected by trade barriers, exchange
controls, managed adjustments in relative currency values and other
protectionist measures imposed or negotiated by the countries with which they
trade. The economies also have been, and may continue to be, adversely af-
fected by economic conditions in the countries with which they trade.
With respect to any developing country, there is a possibility of national-
ization, or confiscatory taxation, repatriation of investment income, capital
and the proceeds of sales by foreign investors, political changes, governmen-
tal regulation, social instability or diplomatic developments (including war)
which could adversely affect the economies of such countries or the value of
the Portfolio's investment in those countries. In addition, it may be diffi-
cult to obtain and enforce a judgment in a court outside the United States.
The Portfolio may also invest in American Depositary Receipts, which are
discussed above, and may purchase short-term collective investment funds and
money market funds. The Portfolio's investment policy provides for it to be
fully invested in common stocks and stock equivalents. However, the Portfolio
may hold a portion of its assets in cash to meet day-to-day operating needs
and for other appropriate purposes. The Portfolio may also invest a portion of
its assets in short-term securities and cash equivalents. (See "SHORT-TERM IN-
VESTMENTS.")
The Portfolio may also enter into forward foreign currency exchange con-
tracts. Forward foreign currency exchange contracts provide for the purchase
or sale of an amount of a specified foreign currency at a future date. The
general purpose of these contracts is both to put currencies in place to set-
tle trades and to generally protect the United States dollar value of securi-
ties held by the Portfolio against exchange rate fluctuation. While such for-
ward contracts may limit losses to the Portfolio as a result of exchange rate
fluctuation, they will also limit any gains that may otherwise have been real-
ized. The Portfolio will enter into such contracts only to protect against the
effects of fluctuating rates of currency exchange and exchange control regula-
tions. (See "Investment Objectives And Policies--Forward Foreign Currency Ex-
change Contracts" in the SAI.)
SMALL CAP EQUITY PORTFOLIO. The Small Cap Equity Portfolio intends to achieve
its objective by investing, under normal circumstances, at least 65% of its
total assets in equity securities of companies with market capitalizations of
less than $1 billion at the time of initial purchase. The equity securities in
which the Portfolio will invest will consist of common stock, preferred stock,
convertible preferred stock, convertible bonds, rights and warrants. However,
under normal circumstances, at least 75% of the Portfolio will be invested in
common stock.
The stock selection process begins with an initial screening of 800 stocks to
identify companies with the best combination of 1) low price-earnings ratios, 2)
strong current earnings momentum, 3) positive earnings surprises and 4) superior
future earnings growth. Stocks in the top 25% of each economic sector, as
determined by the above screens, will form the Adviser's focus list of 200
companies. Using fundamental analysis, the Adviser will choose stocks that will
comprise the Portfolio from that list. Broad allocation is achieved by
maintaining exposure to most major economic sectors and industries. The Adviser
will use adjusted Russell 2000 economic sector weights as guidelines around
which exposure can vary by plus or minus 50%. A strict selling discipline will
be applied when stocks, under normal circumstances, decline significantly in
ranking within 50% of their sector universes. Stocks will also be sold when they
reach the price objectives set for them by the Adviser.
The Portfolio intends to invest primarily in U.S.-based companies. In
addition, the Portfolio may purchase shares of foreign-based companies in the
form of American Depositary Receipts (ADRs) which are discussed above. (See
"DOMESTIC EQUITY PORTFOLIO.") Investments in ADRs usually will not exceed 10% of
the Portfolio's assets.
The Portfolio may also purchase U.S. Treasury and Government agency
securities, short-term securities and cash equivalents. (See "SHORT-TERM
INVESTMENTS.")
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<PAGE>
OTHER INVESTMENT POLICIES
SHORT-TERM INVESTMENTS
In order to earn a return on uninvested assets, meet anticipated redemp-
tions, or for temporary defensive purposes, each Portfolio may invest a portion
of its assets in domestic and foreign money market instruments including cer-
tificates of deposit, bankers' acceptances, time deposits, U.S. Government ob-
ligations, U.S. Government agency securities, short-term corporate debt secu-
rities, and commercial paper rated A-1 or A-2 by Standard & Poor's Corporation
or Prime-1 or Prime-2 by Moody's Investors Service, Inc. or if unrated, deter-
mined by the Adviser to be of comparable quality.
Time deposits maturing in more than seven days will not be purchased by a
Portfolio, and time deposits maturing from two business days through seven
calendar days will not exceed 15% of the total assets of a Portfolio. Each
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, (ii) in the case of U.S. banks, it is a member of the Fed-
eral 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 invest-
ment quality comparable with other debt securities which may be purchased by
each Portfolio.
The Fund has received permission from the Securities and Exchange Commission
(the "SEC") to deposit the daily uninvested cash balances of the Fund's Port-
folios, as well as cash for investment purposes, into one or more joint ac-
counts and to invest the daily balance of the joint accounts in the following
short-term investments: fully collateralized repurchase agreements, interest-
bearing or discounted commercial paper including dollar-denominated commercial
paper of foreign issuers, and any other short-term money market instruments
including variable rate demand notes and tax-exempt money instruments. By en-
tering into these investments on a joint basis, it is expected that a Portfo-
lio may earn a higher rate of return on investments relative to what it could
earn individually.
The Fund has received permission from the SEC for each of its Portfolios to
invest, for cash management purposes, the greater of 5% of its total assets or
$2.5 million in the Fund's DSI Money Market Portfolio. (See "INVESTMENT
COMPANIES.")
REPURCHASE AGREEMENTS
Each Portfolio may invest in repurchase agreements collateralized by U.S.
Government securities, certificates of deposit, and certain bankers' accept-
ances and other securities outlined above under "SHORT-TERM INVESTMENTS." In a
repurchase agreement, a Portfolio buys a security and simultaneously commits
to
12
<PAGE>
sell that security back at an agreed upon price plus an agreed upon market
rate of interest. Under a repurchase agreement, the seller is also required to
maintain the value of securities subject to the agreement at not less than
100% of the repurchase price. The value of the securities purchased will be
evaluated daily, 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 use of repurchase agreements involves certain
risks. For example, a default by the seller of the agreement may cause a Port-
folio to experience a loss or delay in the liquidation of the collateral se-
curing the repurchase agreement. The Portfolio might also incur disposition
costs in liquidating the collateral. While the Fund's management acknowledges
these risks, it is expected that they can be controlled through stringent se-
curity selection criteria and careful monitoring procedures. The Fund has re-
ceived permission from the SEC to pool daily uninvested cash balances of the
Fund's Portfolios in order to invest in repurchase agreements on a joint ba-
sis. By entering into joint repurchase agreements, a Portfolio may incur lower
transaction costs and earn higher rates of interest on joint repurchase agree-
ments. Each Portfolio's contribution would determine its return from a joint
repurchase agreement. (See "SHORT TERM INVESTMENTS.")
LENDING OF SECURITIES
Each Portfolio may lend its investment securities to qualified institutional
investors as a means of earning income. A Portfolio will not loan securities
to the extent that greater than one-third of its assets at fair market value
would be committed to loans. During the term of a loan, the Portfolio is sub-
ject to a gain or loss depending on any increase or decrease in the market
price of the securities loaned. Lending of securities is subject to review by
the Fund's Board of Directors. All relevant facts and circumstances, including
the creditworthiness of the broker, dealer or institution, will be considered
in making decisions about securities lending.
An investment company may pay reasonable negotiated fees in connection with
loaned securities so long as such fees are set forth in a written contract and
approved by its Board of Directors. The Portfolios will continue to retain any
voting rights with respect to loaned securities. If a material event occurs
affecting an investment on a loan, the loan must be called and the securities
voted.
WHEN-ISSUED, DELAYED SETTLEMENT AND FORWARD DELIVERY SECURITIES
Each Portfolio may purchase and sell securities on a "when-issued," "delayed
settlement," or "forward delivery" basis. Such transactions will be limited to
20% of the Portfolios' assets. "When-issued" or "forward delivery" refers to
securities whose terms and indenture are available and for which a market ex-
ists, but which are not available for immediate delivery. When-issued and for-
ward de-
13
<PAGE>
livery transactions may be expected to occur a month or more before delivery
is due. Delayed settlement is a term used to describe settlement of securities
transactions in the secondary market, which will occur sometime in the future.
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. Each Portfolio will maintain cash or liquid
securities 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. A Portfolio receives no income from
"when-issued," "delayed settlement," or "forward-delivery" securities prior to
delivery of such securities although it may earn income on securities it has
deposited in a segregated account.
Each Portfolio engages in these types of purchases in order to buy securities
that fit with its investment objectives at attractive prices--not to increase
its investment leverage.
PORTFOLIO TURNOVER
Portfolio turnover for the U.S. Government Portfolio, the Domestic Equity
Portfolio, International Equity Portfolio and the Small Cap Equity Portfolio is
not anticipated to exceed 95%, 75%, 50%, and 75% respectively. In addition to
Portfolio trading costs, higher rates of portfolio turnover may result in the
realization of capital gains. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND
TAXES" for more information on taxation). The Portfolios will not normally
engage in short-term trading, but each reserves the right to do so. The tables
set forth in "Financial Highlights" present the U.S. Government, Domestic Equity
and International Equity Portfolios' historical portfolio turnover rates.
INVESTMENT COMPANIES
Each Portfolio reserves the right to invest up to 10% of its total assets,
calculated at the time of investment, in the securities of other open-end or
closed-end investment companies. No more than 5% of the investing Portfolio's
total assets may be invested in 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 SEC to allow each of its Portfo-
lios to invest, for cash management purposes, the greater of 5% of its total
assets or $2.5 million in the Fund's DSI Money Market Portfolio provided that
the investment is consistent with the Portfolio's investment policies and re-
strictions. Based upon the investing Portfolio's assets invested in the DSI
Money Market Portfolio, the invest-
14
<PAGE>
ing Portfolio's adviser will waive its investment advisory fee and any other
fees earned as a result of the Portfolio's investment in the DSI Money Market
Portfolio. The investing Portfolio will bear expenses of the DSI Money Market
Portfolio on the same basis as all of its other shareholders.
Except as specified above and as described under "INVESTMENT LIMITATIONS,"
the foregoing investment policies are not fundamental and the Fund's Directors
may change such policies without an affirmative vote of a majority of the out-
standing voting securities of a Portfolio, as defined in the 1940 Act.
RESTRICTED SECURITIES
Each Portfolio may purchase restricted securities that are not registered
for sale to the general public but which are eligible for resale to qualified
institutional investors under Rule 144A of the Securities Act of 1933. Under
the supervision of the Fund's Board of Directors, the Adviser determines the
liquidity of such investments by considering all relevant factors. Provided
that a dealer or institutional trading market in such securities exists, these
restricted securities are not treated as illiquid securities for purposes of a
Portfolio's investment limitations. A Portfolio will invest no more than 15%
of its net assets in illiquid securities. The prices realized from the sales
of these securities could be less than those originally paid by the Portfolio
or less than what would be considered fair value of such securities.
FUTURES CONTRACTS AND OPTIONS
In order to remain fully invested, and to reduce transaction costs, each
Portfolio may invest in futures and options and interest rate futures con-
tracts. Because transaction costs associated with futures and options may be
lower than the costs of investing in the securities directly, it is expected
that use of index futures and options to facilitate cash flows may reduce the
Portfolio's overall transaction costs. Each Portfolio may enter into futures
contracts provided that not more than 5% of its total assets are at the time
of acquisition required as margin deposit to secure obligations under such
contracts. A Portfolio will engage in futures and options transactions for
hedging purposes only.
Futures and options can be volatile and involve various degrees and types of
risk. If a Portfolio judges market conditions incorrectly or employs a strat-
egy that does not correlate well with its investments, use of futures and op-
tions contracts could result in a loss. A Portfolio could also suffer losses
if it is unable to liquidate its position due to an illiquid secondary market.
In the opinion of the Directors of the Fund, the risk that a Portfolio will be
unable to close out a futures position or options contract will be minimized
only by entering into futures contracts or options transactions traded on na-
tional exchanges and for which there appears to be a liquid secondary market.
15
<PAGE>
INVESTMENT LIMITATIONS
Each Portfolio has adopted the following limitations which are designed to
reduce their exposure to risk in specific situations. The U.S. Government,
Domestic Equity and International Equity Portfolios will not:
(a) with respect to 50% 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 in-
terest by the government of the U.S. or any agency or instrumentality
thereof);
(b) with respect to 50% of its assets, purchase more than 10% of any class
of the outstanding voting securities of any issuer;
The Small Cap Equity 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;
In addition, each Portfolio will not:
(c) invest more than 5% of its assets at the time of purchase in the secu-
rities of companies that have (with predecessors) a continuous operat-
ing history of less than 3 years;
(d) invest more than 25% of its assets in companies within a single indus-
try; however, there are no limitations on investments made in instru-
ments issued or guaranteed by the U.S. Government and its agencies
when the Portfolio adopts a temporary defensive position;
(e) make loans except by purchasing debt securities in accordance with its
investment objective and policies or entering into repurchase agree-
ments or by lending its portfolio securities to banks, brokers, deal-
ers and other financial institutions so long as the loans are made in
compliance with the 1940 Act, as amended, or the Rules and Regulations
or interpretations of the SEC;
(f) (i) borrow, except from banks and as a temporary measure for extraor-
dinary or emergency purposes and then, in no event, in excess of 33
1/3% of the Portfolio's gross assets valued at the lower of market or
cost, and (ii) the Portfolio may not purchase additional securities
when borrowings exceed 5% of total assets; or
(g) pledge, mortgage or hypothecate any of its assets to an extent greater
than 33 1/3% of its total assets at fair market value.
The Portfolios' investment objectives and investment limitations (a), (b),
(d), (e) and (f)(i) are fundamental and may be changed only with the approval
of the holders of a majority of the outstanding shares of each 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 per-
centage resulting from changes in the value or total cost of a Portfolio's as-
sets will not be considered a violation of the restriction.
16
<PAGE>
PURCHASE OF SHARES
Shares of each Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor"), without a sales commission, at the net asset value per
share next determined after an order is received by the Fund and payment is
received by the Custodian. (See "VALUATION OF SHARES.") The required minimum
initial investment for the International Equity and Small Cap Equity Portfolios
is $2,500. The required minimum initial investment for the U.S. Government and
Domestic Equity Portfolios is $100,000. For all the Portfolios, the minimum
initial investment for IRA accounts is $500. The minimum initial investment for
spousal IRA accounts is $250. Certain exceptions may be determined by the
officers of the Fund.
Shares of the Portfolios may be purchased by customers of broker-dealers or
other financial intermediaries ("Service Agents") which have established a
shareholder servicing relationship with the Fund on behalf of their customers.
Service Agents may impose additional or different conditions on the purchase
or redemption of Portfolio shares and may charge transaction or other account
fees on purchases and redemptions. Each Service Agent is responsible for
transmitting to its customers a schedule of any such fees and information re-
garding any additional or different purchase and redemption conditions. Share-
holders who are customers of Service Agents should consult their Service Agent
for information regarding these fees and conditions. Amounts paid to Service
Agents may include transaction fees and/or service fees paid by the Fund from
the Fund assets attributable to the Service Agent, and which would not be im-
posed if shares of the Portfolio were purchased directly from the Fund or the
Distributor. Service Agents may provide shareholder services to their custom-
ers that are not available to a shareholder dealing directly with the Fund. A
salesperson and any other person entitled to receive compensation for selling
or servicing Portfolio shares may receive different compensation with respect
to one particular class of shares over another in the Fund.
Service Agents may enter confirmed purchase orders on behalf of their cus-
tomers. If shares of a Portfolio are purchased in this manner, the Service
Agent must receive your investment order before the close of trading on the
New York Stock Exchange ("NYSE"), and transmit it to the Fund's Sub-Transfer
Agent, Chase Global Funds Services Company, prior to the close of its business
day to receive that day's share price. Proper payment for the order must be
received by the Sub-Transfer Agent no later than the time when the Portfolio
is priced on the following business day. Service Agents are responsible to
their customers and the Fund for timely transmission of all subscription and
redemption requests, investment information, documentation and money.
17
<PAGE>
INITIAL INVESTMENTS
BY MAIL
Complete and sign an Application, and mail it, together with a check payable
to UAM Funds to:
UAM Funds, Inc.
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798
Payment for the purchase of shares received by mail will be credited to your
account at the net asset value per share of the Portfolio next determined af-
ter receipt. Payment does not need to be converted into Federal Funds (monies
credited to the Fund's Custodian Bank by a Federal Reserve Bank) before the
Fund will accept it for investment.
BY WIRE
. Telephone the UAM Funds Service Center and provide the account
name, address, telephone number, social security or taxpayer iden-
tification number, Portfolio selected, amount being wired and the
name of the bank wiring the funds. An account number will then be
provided to you. Next,
. Instruct your bank to wire the specified amount to the Fund's Cus-
todian:
The Chase Manhattan Bank
ABA #021000021
UAM Funds
DDA Acct. #9102772952
Ref: Portfolio Name
Your Account Number
Your Account Name
Wire Control Number
. Forward a completed Application to the Fund. Federal Funds pur-
chases will be accepted only on a day on which both the NYSE and
the Custodian Bank are open for business.
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<PAGE>
ADDITIONAL INVESTMENTS
Additional investments can be made at any time. The minimum additional in-
vestment is $1,000 for the U.S. Government and Domestic Equity Portfolios and
$100 for the International Equity and Small Cap Equity Portfolios. Shares may be
purchased at net asset value by mailing a check to the UAM Funds Service Center
(payable to "UAM Funds) at the above address or by wiring monies to the
Custodian Bank using the instructions outlined above. When making additional
investments, be sure that the account number, account name, and the Portfolio to
be purchased are specified on the check or wire. Prior to wiring additional
investments, notify the UAM Funds Service Center at the telephone number on the
cover of this Prospectus. Mail orders should include, when possible, the "Invest
by Mail" stub which accompanies any Fund confirmation statement.
OTHER PURCHASE INFORMATION
Investments received by 4 p.m. Eastern Time (ET) (the close of the NYSE)
will be invested at the share price calculated after the NYSE closes on that
day. Investments received after the close of the NYSE will be executed at the
price computed on the next day the NYSE is open. The Fund reserves the right,
in its sole discretion, to suspend the offering of shares of each Portfolio or
to reject purchase orders when, in the judgment of management, such suspension
or rejection is in the best interests of the Fund. Purchases of a Portfolio's
shares will be made in full and fractional shares of the Portfolio calculated
to three decimal places. Certificates for fractional shares will not be is-
sued. Certificates for whole shares will not be issued except at the written
request of the shareholder.
IN-KIND PURCHASES
If accepted by the Fund, shares of each Portfolio may be purchased in ex-
change 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 detailed under "VALUATION OF SHARES" at the time of
the next determination of net asset value after such acceptance. Shares issued
in exchange for securities will be issued at net asset value determined as of
the same time. All dividends, interest, subscription, or other rights pertain-
ing to such securities shall become the property of the Portfolio and must be
delivered to the Fund by the investor upon receipt from the issuer. Securities
acquired through an in-kind purchase will be acquired for investment and not
for immediate resale.
The Fund will not accept securities in exchange for shares of a Portfolio
unless:
. at the time of the exchange, such securities are eligible for in-
vestment by the Portfolio (current market quotations must be read-
ily available for such securities);
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<PAGE>
. the investor represents and agrees that all securities offered to
be exchanged are not subject to any restrictions upon their sale by
the Portfolio under the Securities Act of 1933, or otherwise and
. the value of any such securities (except U.S. Government securi-
ties) 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.
Investors who are subject to Federal taxation may realize a gain or loss for
Federal income tax purposes 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 any Portfolio may be redeemed by mail or telephone at any time,
without cost, at the net asset value next determined after receipt of the re-
demption request. No charge is made for redemptions. Any redemption may be
more or less than the purchase price of shares depending on the market value
of the investment securities held by the Portfolio.
BY MAIL
Address requests for redemption to the UAM Funds Service Center. Requests to
redeem shares must include:
. share certificates, if issued;
. a letter of instruction or an 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 regis-
tered;
. any required signature guarantees (see "SIGNATURE GUARANTEES"); and
. any other necessary legal documents, if required, in the case of
estates, trusts, guardianships, custodianships, corporations, pen-
sion and profit sharing plans and other organizations.
BY TELEPHONE
A redemption request by telephone requires the following:
. establish the telephone redemption privilege (and if desired, the
wire redemption privilege) by completing appropriate sections of
the Application; and
20
<PAGE>
. call the Fund and instruct that the redemption proceeds be mailed
to you or wired to your bank.
The following tasks cannot be accomplished by telephone:
. changing the name of the commercial bank or the account designated
to receive redemption proceeds (this can be accomplished only by a
written request signed by each shareholder, with each signature
guaranteed);
. redemption of certificated shares by telephone.
The Fund and its Sub-Transfer Agent will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine, and they may
be liable for any losses if they fail to do so. These procedures include re-
quiring the investor to provide certain personal identification at the time an
account is opened as well as prior to effecting each transaction requested by
telephone. In addition, all telephone transaction requests will be recorded
and investors may be required to provide additional telecopied written in-
structions of such transaction requests. The Fund or Sub-Transfer Agent may be
liable for any losses due to unauthorized or fraudulent telephone instruction
if the Fund or Sub-Transfer Agent does not employ the procedures described
above. Neither the Fund nor the Sub-Transfer Agent will be responsible for any
loss, liability, cost or expense for following instructions received by tele-
phone that it reasonably believes to be genuine.
SIGNATURE GUARANTEES
Signature guarantees are required for the following redemptions:
. redemptions where the proceeds are to be sent to someone other than
the registered shareowner(s);
. redemptions where the proceeds are to be sent to someplace other
than the registered address; or
. share transfer requests.
Signature guarantees will be accepted from any eligible guarantor institu-
tion which participates in a signature guarantee program. Eligible guarantor
institutions include banks, brokers, dealers, credit unions, national securi-
ties exchanges, registered securities associations, clearing agencies and sav-
ings associations. Broker-dealers guaranteeing signatures must be a member of
a clearing corporation or maintain net capital of at least $100,000. Credit
unions must be authorized to issue signature guarantees. A complete definition
of eligible guarantor institutions is available from UAMFSI.
The signature guarantee must appear either:
. on the written request for redemption;
21
<PAGE>
. on a separate instrument for assignment ("stock power") which
should specify the total number of shares to be redeemed; or
. on all stock certificates tendered for redemption and, if shares
held by the Fund are also being redeemed, on the letter or stock
power.
OTHER REDEMPTION INFORMATION
Normally, the Fund will make payment for all shares redeemed under proper
procedures within one business day of and no more than seven days after re-
ceipt of the request, or earlier if required under applicable law. 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 SEC.
If the Fund's Board of Directors determines that it would be detrimental to
the best interests of the remaining shareholders of the Fund to make payment
wholly or partly in cash, the Fund may pay the redemption proceeds in whole or
in part by a distribution in-kind of liquid securities held by a Portfolio in
lieu of cash in conformity with applicable rules of the SEC. Investors may in-
cur brokerage charges on the sale of portfolio securities received in payment
of redemptions.
SHAREHOLDER SERVICES
EXCHANGE PRIVILEGE
Institutional Class Shares of each Portfolio may be exchanged for any other
Institutional Class Shares of any other UAM Funds Portfolio. (See the list of
Portfolios of the UAM Funds at the end of this Prospectus.) Exchange requests
should be made by contacting the UAM Funds Service Center.
Any such exchange will be based on the net asset value of the shares in-
volved. There is no sales commission or charge of any kind for an exchange.
Before making an exchange into a Portfolio, a shareholder should read its Pro-
spectus and consider the investment objectives of the Portfolio to be pur-
chased. Call the UAM Funds Service Center for a copy of the Prospectus for the
Portfolio(s) in which you are interested. Exchanges can only be made with
Portfolios that are qualified for sale in a shareholder's state of residence.
Exchange requests may be made either by mail or telephone. Telephone ex-
changes will be accepted only if the certificates for the shares to be ex-
changed have not been issued and if the registration of the two accounts will
be identical. Requests for exchange received prior to 4 p.m. ET will be proc-
essed as of the close of business on the same day. The Board of Directors may
limit the frequency and
22
<PAGE>
amount of exchanges permitted. For additional information regarding responsi-
bility for the authenticity of telephoned instructions, see "REDEMPTION OF
SHARES--BY TELEPHONE" above. An exchange into another UAM Funds Portfolio may
result in a capital gain or loss for income tax purposes. The Fund may modify
or terminate the exchange privilege at any time.
VALUATION OF SHARES
The net asset value of each Portfolio is determined by dividing the value of
the Portfolio's assets, less any liabilities, by the number of shares out-
standing. The net asset value per share of each Portfolio is determined as of
the close of the NYSE on each day that the NYSE is open for business.
Equity securities listed on a U.S. securities exchange for which market quo-
tations are readily available are valued at the last quoted sale price on the
day the valuation is made. Price information on listed securities is taken
from the exchange where the security is primarily traded. Unlisted equity se-
curities and listed securities not traded on the valuation date for which mar-
ket quotations are readily available are valued not exceeding the current
asked prices nor less than the current bid prices. Quotations of foreign secu-
rities in a foreign currency are converted to U.S. dollar equivalents. The
converted value is based upon the bid price of the foreign currency against
U.S. dollars quoted by any major bank or by a broker.
Bonds and other fixed income securities are valued according to the broadest
and most representative market, which will ordinarily be the over-the-counter
market. In addition, bonds and other fixed income securities may be valued on
the basis of prices provided by a pricing service when such prices are be-
lieved to reflect the fair market value of such securities. Securities pur-
chased with remaining maturities of 60 days or less are valued at amortized
cost using methods approved by the Fund's Board of Directors.
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 approved by the Fund's Board of Directors.
PERFORMANCE CALCULATIONS
The Portfolios measure performance by calculating yield and total return.
Both yield and total return figures are based on historical earnings and are
not intended to indicate future performance.
Yield refers to the income generated by an investment in the Portfolio over
a given period of time, expressed as an annual percentage rate. Yields are
calculated
23
<PAGE>
according to a standard that is required for all funds. As this differs from
other accounting methods, the quoted yield may not equal the income actually
paid to shareholders.
Total return is the change in value of an investment in the Portfolios over
a given period, assuming reinvestment of any dividends and capital gains. A
cumulative or aggregate total return reflects actual performance over a stated
period of time. An average annual total return is a hypothetical rate of re-
turn that, if achieved annually, would have produced the same cumulative total
return if performance had been constant over the entire period.
The Portfolios' performance may be compared to data prepared by independent
services which monitor the performance of investment companies, data reported
in financial and industry publications, and various indices as further de-
scribed in the Portfolios' SAI. This information may also be included in sales
literature and advertising.
The Portfolios' Annual Report to shareholders for the most recent fiscal
year end contains additional performance information that includes comparisons
with appropriate indices. For a free copy of the Annual Report, contact the
UAM Funds Service Center at the address or telephone number on the cover of
this Prospectus.
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
Each Portfolio will normally distribute substantially all of its net invest-
ment income (for tax purposes) to shareholders in quarterly dividends. If any
net capital gains are realized, the Portfolios will normally distribute them
annually.
All dividends and capital gains distributions will be automatically rein-
vested in additional shares unless the Fund is notified in writing that the
shareholder elects to receive distributions in cash.
FEDERAL TAXES
Each Portfolio intends to qualify each year as a "regulated investment com-
pany" under subchapter M of the Internal Revenue Code of 1986, as amended, for
federal income tax purposes and to meet all other requirements that are neces-
sary for it (but not its shareholders) to be exempt from federal taxes on in-
come and gains paid to shareholders in the form of dividends. To do this, each
Portfolio must, among other things, distribute substantially all of its ordi-
nary income and net capital gains on a current basis and maintain a portfolio
of investments which satisfies certain diversification criteria.
24
<PAGE>
Dividends paid by a Portfolio from net investment income, whether in cash or
reinvested in shares, are taxable to shareholders as ordinary income. Short-
term capital gains will be taxed as ordinary income. Long-term capital gains
distributions are taxed as long-term capital gains. Shareholders will be noti-
fied annually of dividend income earned for tax purposes.
Dividends declared in October, November and December to shareholders of rec-
ord in such a month will be deemed to have been paid by the Fund and received
by the shareholders on December 31 of such calendar year, provided that the
dividends are paid before February 1 of the following year.
The Fund is required by Federal law to withhold 31% of reportable payments
paid to shareholders who have not complied with IRS taxpayer identification
regulations. To avoid this withholding requirement, you must certify that your
Social Security or Taxpayer Identification Number provided is correct and that
either you are not currently subject to backup withholding or you are exempt
from backup withholding. This certification must be made on the Application or
on a separate form supplied by the Fund.
Dividends and interest received by each Portfolio may give rise to withhold-
ing and other taxes imposed by foreign countries. These taxes reduce each
Portfolio's dividends but are included in the taxable income reported on your
tax statement if each Portfolio qualifies for this tax treatment and elects to
pass it through to you. Consult a tax adviser for more information regarding
deductions and credits for foreign taxes.
INVESTMENT ADVISER
C.S. McKee & Co., Inc. was founded in 1931 and is located at One Gateway
Center, Pittsburgh, PA 15222. The Adviser is a wholly-owned subsidiary of United
Asset Management Corporation ("UAM") and provides investment management services
to pension and profit sharing plans, trusts and endowments, 401(k) and thrift
plans, corporations and other institutions and individuals. As of the date of
this Prospectus, the Adviser has over $3.2 billion in assets under management.
Under Investment Advisory Agreements (the "Advisory Agreements") dated as of
January 24, 1994, and _____, 1997 C.S. McKee & Co., Inc. manages the investment
and reinvestment of the assets of the Portfolios. The Adviser must adhere to the
stated investment objectives and policies of the Portfolios, and is subject to
the control and supervision of the Fund's Board of Directors.
JOSEPH F. BONOMO, JR. is responsible for the management of the McKee U.S.
Government Portfolio. Mr. Bonomo is Director of Fixed Income and Chief Econo-
mist with the Adviser and has 30 years of investment experience. He
25
<PAGE>
joined the Adviser as Senior Vice President and Director of Fixed Income in
1994 and was previously Senior Vice President of Paul Revere Insurance Compa-
ny. He is a graduate of Temple University from which he received his B.S. and
M.B.A., in Finance and Insurance, and a Ph.D. in Economics.
WALTER C. BEAN is responsible for the management of the McKee Domestic Eq-
uity, McKee International Equity and McKee Small Cap Equity Portfolios. Mr. Bean
is Director of Equities with the Adviser and has 27 years of investment
experience. He joined the Adviser as Senior Vice President and Director of
Equities in 1987 and became an Executive Vice President in 1995. He was
previously Managing Director of First Chicago Investment Advisers. He is a
graduate of Ohio University (BA) and Penn State University (MBA) and is a
Chartered Financial Analyst.
As compensation for its services as an Adviser, the Portfolios pay the Ad-
viser annual fees, in monthly installments, calculated by applying the follow-
ing annual percentage rates to the Portfolios' average daily net assets for
the month:
<TABLE>
<S> <C>
U.S. Government Portfolio.............................................. 0.45%
Domestic Equity Portfolio.............................................. 0.65%
International Equity Portfolio......................................... 0.70%
Small Cap Equity Portfolio............................................. 1.00%
</TABLE>
The Adviser may compensate its affiliated companies for referring investors
to the Portfolios. The Distributor, UAM, the Adviser, or any of their affili-
ates, may, at its own expense, compensate a Service Agent or other person for
marketing, shareholder servicing, record-keeping and/or other services per-
formed with respect to the Fund, a Portfolio or any Class of Shares of a Port-
folio. Payments made for any of these purposes may be made from its revenues,
its profits or any other source available to it. When in effect, such services
arrangements are made generally available to all qualified service providers.
The Distributor, the Adviser, and certain of their affiliates also partici-
pate, at the date of this Prospectus, in an arrangement with Smith Barney Inc.
under which Smith Barney provides certain defined contribution plan marketing
and shareholder services of its Consulting Group and receives .15 of 1% of the
daily net asset value of Institutional Class Shares held by Smith Barney's el-
igible customer accounts in addition to amounts payable to all selling deal-
ers. The Fund also compensates Smith Barney for services it provides to cer-
tain contribution plan shareholders that are not otherwise provided by UAMFSI.
ADMINISTRATIVE SERVICES
UAM Fund Services, Inc. ("UAMFSI"), a wholly-owned subsidiary of UAM, is re-
sponsible for performing and overseeing administrative, fund accounting, divi-
dend disbursing and transfer agent services provided to the Fund and its Port-
folios.
26
<PAGE>
UAMFSI's principal office is located at 211 Congress Street, Boston, MA 02110.
UAMFSI has subcontracted some of these services to Chase Global Funds Services
Company ("CGFSC"), an affiliate of The Chase Manhattan Bank, by a Mutual Funds
Service Agreement dated April 15, 1996. CGFSC is located at 73 Tremont Street,
Boston, MA 02108.
The Portfolio pays UAMFSI a two part monthly fee: a Portfolio specific fee
which is retained by UAMFSI and a sub-administration fee which UAMFSI in turn
pays to CGFSC. The Portfolio specific fees are the following percentages of
aggregate net assets:
<TABLE>
<CAPTION>
RATE
-----
<S> <C>
U.S. Government Portfolio.............................................. 0.04%
Domestic Equity Portfolio.............................................. 0.04%
International Equity Portfolio......................................... 0.06%
Small Cap Equity Portfolio............................................. 0.04%
</TABLE>
CGFSC's monthly fee for its services is calculated on an annualized basis as
follows:
0.19 of 1% of the first $200 million of combined Fund assets;
0.11 of 1% of the next $800 million of combined Fund assets;
0.07 of 1% of combined Fund assets in excess of $1 billion but
less than $3 billion;
0.05 of 1% of combined Fund assets in excess of $3 billion.
Fees are allocated among the Portfolios on the basis of their relative as-
sets and are subject to a graduated minimum fee schedule per Portfolio, which
starts at $2,000 per month and increases to $70,000 annually after two years.
If a separate class of shares is added to a Portfolio, its minimum annual fee
increases by $20,000.
DISTRIBUTOR
UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, with its
principal office located at 211 Congress Street, Boston, Massachusetts 02110,
distributes the shares of the Fund. Under the Distribution Agreement (the
"Agreement"), the Distributor, as agent for the Fund, agrees to use its best
efforts as sole distributor of Fund shares. The Distributor does not receive
any fee or other compensation under the Agreement with respect to the McKee
Portfolios included in this Prospectus. The Agreement continues in effect so
long as it is approved at least annually by the Fund's Board of Directors.
Those approving the Agreement must include a majority of Directors who are
neither parties to such Agreement nor
27
<PAGE>
interested persons of any such party. The Agreement provides that the Fund
will bear the costs of the registration of its shares with the SEC and various
states and the printing of its prospectuses, its SAIs and its reports to
shareholders.
PORTFOLIO TRANSACTIONS
The Advisory Agreements authorize the Adviser to select the brokers or deal-
ers that will execute the purchases and sales of investment securities for
each Portfolio. The Agreements direct the Adviser to use its best efforts to
obtain the best available price and most favorable execution for all transac-
tions of the Portfolios. If consistent with the interests of the Portfolios,
the Adviser may select brokers on the basis of research, statistical and pric-
ing services these brokers provide to the Portfolios in addition to required
Adviser services. Such brokers may be paid a higher commission than that which
another qualified broker would have charged for effecting the same transac-
tion, provided that such commissions are paid in compliance with the Securi-
ties Exchange Act of 1934, as amended, and that the Adviser determines in good
faith that the commission is reasonable in terms either of the transaction or
the overall responsibility of the Adviser to the Portfolios and the Adviser's
other clients. Although not a typical practice, the Adviser may place portfo-
lio orders with qualified broker-dealers who refer clients to the Adviser.
If a purchase or sale of securities is consistent with the investment poli-
cies of a Portfolio and one or more other clients served by the Adviser is
considering a purchase at or about the same time, transactions in such securi-
ties 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 al-
locating such transactions, allocations are subject to periodic review by the
Fund's Directors.
GENERAL INFORMATION
DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized as a Maryland corporation on October 11, 1988 under
the name "ICM Fund, Inc." On January 18, 1989, the name of the Fund was
changed to "The Regis Fund, Inc." On October 31, 1995, the name of the Fund
was changed to "UAM Funds, Inc." The Fund's Articles of Incorporation, as
amended, permit the Board of Directors to issue three billion shares of common
stock, with a $.001 par value. The Directors have the power to designate one
or more series or classes of shares of common stock and to classify or reclas-
sify any unissued shares with respect to such Portfolios, without further ac-
tion by shareholders. The Board of Directors may create additional Portfolios
and Classes of shares of the Fund at its discretion.
28
<PAGE>
The shares of each Portfolio and Class are fully paid and nonassessable and
have no preference as to conversion, exchange, dividends, retirement or other
features and have no pre-emptive rights. The shares of each Portfolio and
Class have non-cumulative voting rights, which means that the holders of more
than 50% of the shares voting for the election of Directors can elect 100% of
the Directors. 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. As of December 31, 1996, Chase Manhattan Bank,
Trustee for Servistar Corp. Profit Sharing Plan Trust, New York, NY held of
record 66.3% of the outstanding shares of the U.S. Government Portfolio and
64.3% of the outstanding shares of the Domestic Equity Portfolio for which
ownership is disclaimed or presumed disclaimed. The persons or organizations
owning 25% or more of the outstanding shares of a Portfolio may be presumed to
"control" (as that term is defined in the 1940 Act) such Portfolio. As a re-
sult, 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 share-
holders of such Portfolio.
Annual meetings will not be held except as required by the 1940 Act and
other applicable laws. The Fund has undertaken that its Directors will call a
meeting of shareholders if such a meeting is requested in writing by the hold-
ers of not less than 10% of the outstanding shares of the Fund. The Fund will
assist shareholder communications in such matters.
CUSTODIAN
The Chase Manhattan Bank serves as Custodian of the Fund's assets.
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP are the independent accountants for the Fund.
REPORTS
Shareholders receive unaudited semi-annual financial statements and annual
financial statements audited by Price Waterhouse LLP.
SHAREHOLDER INQUIRIES
Shareholder inquiries may be made by contacting the UAM Funds Service Center
at the address or telephone number on the cover of this Prospectus.
LITIGATION
The Fund is not involved in any litigation.
29
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS NOT CONTAINED IN THIS PROSPECTUS, OR IN THE FUND'S STATEMENT OF AD-
DITIONAL INFORMATION, IN CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR ITS REPRESENTATIONS MUST NOT BE RE-
LIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS DOES NOT CON-
STITUTE AN OFFERING BY THE FUND IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY
NOT LAWFULLY BE MADE.
30
<PAGE>
UAM FUNDS -- INSTITUTIONAL CLASS SHARES
Acadian Emerging Markets Portfolio
Acadian International Equity Portfolio
BHM&S Total Return Bond Portfolio
Chicago Asset Management Intermediate Bond Portfolio
Chicago Asset Management Value/Contrarian Portfolio
C&B Balanced Portfolio
C&B Equity Portfolio
C&B Equity Portfolio for Taxable Investors
C&B Mid Cap Equity Portfolio
McKee Domestic Equity Portfolio
McKee International Equity Portfolio
McKee U.S. Government Portfolio
McKee Small Cap Equity Portfolio
DSI Balanced Portfolio
DSI Disciplined Value Portfolio
DSI Limited Maturity Bond Portfolio
DSI Money Market Portfolio
FMA Small Company Portfolio
FPA Crescent Portfolio
Hanson Equity Portfolio
ICM Equity Portfolio
ICM Fixed Income Portfolio
ICM Small Company Portfolio
IRC Enhanced Index Portfolio
Jacobs International Octagon Portfolio
MJI International Equity Portfolio
Newbold's Equity Portfolio
NWQ Balanced Portfolio
NWQ Value Equity Portfolio
Rice, Hall James Small Cap Portfolio
Rice, Hall James Small/Mid Cap Portfolio
Sirach Equity Portfolio
Sirach Fixed Income Portfolio
Sirach Growth Portfolio
Sirach Short-Term Reserves Portfolio
Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio
SAMI Preferred Stock Income Portfolio
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio
Sterling Partners' Short-Term Fixed Income Portfolio
Sterling Partners' Small Cap Value Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio
31
<PAGE>
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798
1-800-638-7983
Investment Adviser
C.S. McKee & Co., Inc.
One Gateway Center
Pittsburgh, PA 15222
(412) 566-1234
Distributor
UAM FUND DISTRIBUTORS, INC.
211 Congress Street
Boston, MA 02110
PROSPECTUS
_______ _, 1997
<PAGE>
APPLICATION
INSTITUTIONAL CLASS SHARES
UAM FUNDS
REGULAR MAIL: UAM Funds Express Mail: UAM Funds
P.O. Box 2798 73 Tremont Street, 9th Floor
Boston, MA 02208-2798 Boston, MA 02108-3913
FOR HELP WITH THIS APPLICATION, OR FOR MORE
INFORMATION, CALL US TOLL FREE: 1-800-638-7983.
Distributed by UAM Fund Distributors, Inc.
BEFORE YOU COMPLETE THE APPLICATION, PLEASE BE SURE TO READ THE INSTRUCTIONS
----------------------------------------------------------------------------
ON THE REVERSE SIDE.
-------------------
- --------------------------------------------------------------------------------
1 YOUR ACCOUNT REGISTRATION (Check one box.)
- --------------------------------------------------------------------------------
[_] Individual or Joint Account
---------------------------------------------------------------------
Owner's Name: First, Initial, Last
- -
------------------------------------
Owner's Social Security Number
---------------------------------------------------------------------
Joint Owner's Name: First, Initial, Last
- -
------------------------------------
Joint Owner's Social Security Number
Joint accounts will be registered joint tenants with right of survivorship
unless otherwise indicated.
[_] Trust [_] Exempt [_] Non-Exempt [_] Qualified Plan
---------------------------------------------------------------------
Trustee(s)' Name
---------------------------------------------------------------------
Name of Trust Agreement
---------------------------------------------------------------------
Beneficiary's Name
-
------------------------- ------------------------------
Taxpayer's ID Date of Trust Agreement
[_] Corporation, Partnership or Other Entity
Type: [_] Corp. [_] Partnership [_] Other
---------------------------------------------------------------------
Name of Corp. or Other Entity
- [_] Exempt [_] Non-Exempt
---------------------------
Taxpayer ID Number
A Corporate Resolution Form is required.
- --------------------------------------------------------------------------------
2 ADDRESS
- --------------------------------------------------------------------------------
---------------------------------------------------------------------
Street or P.O. Box Number
---------------------------------------------------------------------
City State Zip Code
( ) ( )
-------------------------------- ---------------------------------
Daytime Phone Evening Phone
Citizenship: [_] U.S. [_] Resident- [_] Non- ---------------
Alien Resident Specify Country
Alien
- --------------------------------------------------------------------------------
3 INVESTMENT
- --------------------------------------------------------------------------------
Fill in the name of the Portfolio EXACTLY AS IT APPEARS ON THE FRONT OF THE
PROSPECTUS.
____________________________________________________ $______
____________________________________________________ $______
TOTAL $______
- --------------------------------------------------------------------------------
4 METHOD OF PAYMENT
- --------------------------------------------------------------------------------
A.[_] Check (payable to UAM Funds) An Account No. will be assigned.
B.[_] This application confirms my prior wire purchase on (date): _____________
I was assigned the following wire reference control number:____________________
- -------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
5 DISTRIBUTIONS
- --------------------------------------------------------------------------------
Unless otherwise instructed, all distributions will be reinvested in
additional shares.
All dividends are to be [_] reinvested [_] paid in cash
All capital gains are to be [_] reinvested [_] paid in cash
- --------------------------------------------------------------------------------
6 TELEPHONE REDEMPTION AND EXCHANGE
- --------------------------------------------------------------------------------
I/We authorize Chase Global Funds Services Company to honor any request(s)
believed to be authentic for the following:
[_] Telephone Exchange [_] Telephone Redemption
[_] a. Mail proceeds to name and address in which account is registered.
[_] b. Wire redemption proceeds to bank indicated below.
A VOIDED CHECK OR DEPOSIT SLIP MUST BE ATTACHED.
- -------------------------------------------------------------------------------
Bank Name
- -------------------------------------------------------------------------------
Bank Address
( )
- ------------------------------ ----------------------------------------------
Account Number Bank Phone
- -------------------------------------------------------------------------------
Name(s) in which Account is Registered
- -------------------------------------------------------------------------------
Bank Transit Routing Number (ABA #)
- --------------------------------------------------------------------------------
7 OPTIONAL INFORMATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Owner's Occupation Owner's Date of Birth
- -------------------------------------------------------------------------------
Employer's Name
- -------------------------------------------------------------------------------
Employer's Address
- -------------------------------------------------------------------------------
Joint Owner's Occupation Joint Owner's Date of Birth
- -------------------------------------------------------------------------------
Joint Owner's Employer's Name
- -------------------------------------------------------------------------------
Joint Owner's Employer's Address
- --------------------------------------------------------------------------------
8 SIGNATURE(S)
- --------------------------------------------------------------------------------
[_] I/We have full authority and legal capacity to purchase Fund shares.
[_] I/We have received the current Prospectus of the Portfolio(s) and agree to
be bound by its (their) terms.
- --------------------------------------------------------------------------------
[_] UNDER PENALTY OF PERJURY, I/WE ALSO CERTIFY THAT --
A. THE NUMBER SHOWN ON THIS FORM IS A CORRECT TAXPAYER ID NUMBER OR SOCIAL
SECURITY NUMBER.
B. I AM NOT SUBJECT TO BACKUP WITHHOLDING BECAUSE (I) I HAVE NOT BEEN
NOTIFIED BY THE INTERNAL REVENUE SERVICE THAT I AM SUBJECT TO BACKUP
WITHHOLDING AS A RESULT OF A FAILURE TO REPORT ALL INTEREST OR DIVIDENDS,
OR (II) THE IRS HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO BACKUP
WITHHOLDING. (CROSS OUT ITEM "B" IF YOU HAVE BEEN NOTIFIED BY THE IRS
THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING BECAUSE OF UNDERREPORTING
INTEREST OR DIVIDENDS ON YOUR TAX RETURN.)
- --------------------------------------------------------------------------------
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF
THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP
WITHHOLDING.
- ----------------------------------------------------- ----------------------
Signature (Owner, Trustee, etc.) Date
- ----------------------------------------------------- ----------------------
Signature (Joint Owner, Co-trustee, etc.) Date
- --------------------------------------------------------------------------------
9 INTERESTED PARTY/BROKER-DEALER
- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Name
- -------------------------------------------------------------------------------
Address City State Zip Code
- --------------------------------------------------------------------------------
UAM Funds Service Center
<PAGE>
UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)
POST-EFFECTIVE AMENDMENT NO. 44
PART B
The following Statement of Additional Information is included in this
Post-Effective Amendment No. 44:
. McKee Portfolios Institutional Class shares
The following Statements of Additional Information are also incorporated herein
by reference to Post-Effective Amendment No. 43 filed on Janunary 3, 1997:
. Acadian Portfolios Institutional Class Shares
. C & B Portfolios Institutional Class Shares
. DSI Portfolios Institutional Class Shares and DSI Disciplined Value
Portfolio Institutional Service Class Shares
. FMA Small Company Portfolio Institutional Class Shares and
Institutional Service Class Shares
. ICM Fixed Income Portfolio Institutional Class Shares
. ICM Equity and ICM Small Company Portfolios Institutional Class Shares
. NWQ Portfolios Institutional Class Shares and Institutional Service
Class Shares
. Rice, Hall, James Portfolios Institutional Class Shares
. SAMI Preferred Stock Income Portfolio Institutional Class Shares
. Sirach Portfolios Institutional Class Shares and Sirach Strategic
Balanced, Growth, Special Equity and Equity Portfolios Institutional
Service Class Shares
. Sterling Partners' 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 Statement of Additional Information is also incorporated herein
by reference to Post-Effective Amendment No. 21 filed on August 30, 1993:
. HJMC Equity Portfolio Institutional Class Shares (This Portfolio and
class of shares is not yet operational.)
<PAGE>
PART B
UAM FUNDS
- -------------------------------------------------------------------------------
MCKEE U.S. GOVERNMENT PORTFOLIO
MCKEE DOMESTIC EQUITY PORTFOLIO
MCKEE INTERNATIONAL EQUITY PORTFOLIO
MCKEE SMALL CAP EQUITY PORTFOLIO
INSTITUTIONAL CLASS SHARES
- -------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION -- , 1997
--
This Statement is not a Prospectus but should be read in conjunction with the
Prospectus of the UAM Funds, Inc. (the "UAM Funds" or the "Fund") for the McKee
U.S. Government, McKee Domestic Equity, McKee International Equity and McKee
Small Cap Equity Portfolios' Institutional Class Shares dated , 1997.
To obtain the Prospectus, please call the UAM Funds Service Center:
1-800-638-7983
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Investment Objectives and Policies......................................... 2
Purchase of Shares......................................................... 7
Redemption of Shares....................................................... 7
Shareholder Services....................................................... 8
Investment Limitations..................................................... 9
Management of the Fund..................................................... 10
Investment Adviser......................................................... 13
Portfolio Transactions..................................................... 15
Administrative Services.................................................... 15
Performance Calculations................................................... 16
General Information........................................................ 21
Financial Statements....................................................... 22
Appendix -- Description of Securities and Ratings.......................... A-1
</TABLE>
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The following policies supplement the investment objectives and policies of
the McKee U.S. Government, McKee Domestic Equity, McKee International Equity
and McKee Small Cap Equity Portfolios (the "McKee Portfolios") as set forth in
the McKee Prospectus:
LENDING OF SECURITIES
Each Portfolio may lend its investment securities to qualified brokers, deal-
ers, domestic and foreign banks or other financial institutions, so long as
the terms, the structure and the aggregate amount of such loans are not incon-
sistent 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 "SEC") thereunder, which currently require that (a) the bor-
rower pledge and maintain with the Portfolio collateral consisting of cash, an
irrevocable letter of credit issued by a domestic U.S. bank or securities is-
sued 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 re-
ceives reasonable interest on the loan (which may include the Portfolio in-
vesting 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 repur-
chase agreements as discussed in the Prospectus.
SHORT-TERM INVESTMENTS
(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 ma-
turing in more than seven days will not be purchased by a Portfolio,
and time deposits maturing from two business days through seven calen-
dar days will not exceed 15% of the total assets of a Portfolio.
Certificates of deposit are negotiable short-term obligations issued by com-
mercial banks or savings and loan associations collateralized by funds depos-
ited 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 im-
port, export, transfer or storage of goods).
2
<PAGE>
Each 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, (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 pur-
chased by each Portfolio;
(2) Commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by
Moody's or, if not rated, issued by a corporation having an outstand-
ing unsecured debt issue rated A or better by Moody's or by S&P;
(3) Short-term corporate obligations rated BBB or better by S&P or Baa by
Moody's;
(4) U.S. Government obligations including bills, notes, bonds and other
debt securities issued by the U.S. Treasury. These are direct obliga-
tions of the U.S. Government and differ mainly in interest rates, ma-
turities and dates of issue;
(5) U.S. Government agency securities issued or guaranteed by U.S. Govern-
ment 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 Inter-
mediate Credit Bank, Federal National Mortgage Association, Federal
Financing Bank, the Tennessee Valley Authority, and others; and
(6) Repurchase agreements collateralized by securities listed above.
INVESTMENTS IN FOREIGN SECURITIES
Investors in the McKee International Equity Portfolio should recognize that
investing in foreign companies involves certain special considerations which
are not typically associated with investing in U.S. companies. Since the secu-
rities of foreign companies are frequently denominated in foreign currencies,
the 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, audit-
ing 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. Secu-
rities of some foreign companies are generally less liquid and more volatile
than securities of comparable domestic companies. There is generally less gov-
ernment supervision and regulation of stock exchanges, brokers and listed com-
panies than in the U.S. In addition, with respect to certain foreign coun-
tries, there is the possibility of expropriation or confiscatory taxation, po-
litical or social instability, or diplomatic developments which could affect
U.S. investments in those countries.
3
<PAGE>
Although the McKee International Equity Portfolio will endeavor to achieve
the most favorable execution costs in its portfolio transactions, fixed com-
missions 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 in-
come received from the companies comprising the Portfolio's investments. How-
ever, these foreign withholding taxes are not expected to have a significant
impact.
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
The U.S. dollar value of the assets of the McKee International Equity Port-
folio may be affected favorably or unfavorably by changes in foreign currency
exchange rates and exchange control regulations, and the Portfolio may incur
costs in connection with conversions between various currencies. The Portfolio
will conduct their foreign currency exchange transactions either on a spot
(i.e., cash) basis at the spot rate prevailing in the foreign currency ex-
change market, or through entering into forward foreign currency exchange con-
tracts ("forward contracts") to purchase or sell foreign currencies. A forward
contract involves an obligation to purchase or sell a specific currency at a
future date, which may be any fixed number of days from the date of the con-
tract agreed upon by the parties, at a price set at the time of the contract.
These contracts are traded in the interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. A for-
ward contract generally has no deposit requirement, and no commissions are
charged at any stage for such trades.
The McKee International Equity Portfolio may enter into forward contracts in
several circumstances. When the Portfolio enters into a contract for the pur-
chase or sale of a security denominated in a foreign currency, or when the
Portfolio anticipates the receipt in a foreign currency of dividends or inter-
est payments on a security which it holds, the Portfolio may desire to "lock-
in" the U.S. dollar price of the security or the U.S. dollar equivalent of
such dividend or interest payment, as the case may be. By entering into a for-
ward contract for a fixed amount of dollars, for the purchase or sale of the
amount of foreign currency involved in the underlying transactions, the Port-
folio will be able to protect itself against a possible loss resulting from an
adverse change in the relationship between the U.S. dollar and the subject
foreign currency during the period between the date on which the security is
purchased or sold, or on which the dividend or interest payment is declared,
and the date on which such payments are made or received.
Additionally, when the Portfolio anticipates that the currency of a particu-
lar foreign country may suffer a substantial decline against the U.S. dollar,
it may enter into a forward contract for a fixed amount of dollars, to sell
the amount of foreign
4
<PAGE>
currency approximating the value of some or all of the Portfolio's securities
denominated in such foreign currency. The precise matching of the forward con-
tract amounts and the value of the securities involved will not generally be
possible since the future value of securities in foreign currencies will
change as a consequence of market movements in the value of these securities
between the date on which the forward contract is entered into and the date it
matures. The projection of short-term currency market movement is extremely
difficult, and the successful execution of a short-term hedging strategy is
highly uncertain. The Portfolio does not intend to enter into such forward
contracts to protect the value of portfolio securities on a regular or contin-
uous basis. The Portfolio will not enter into such forward contracts or main-
tain a net exposure to such contracts where the consummation of the contracts
would obligate the Portfolio to deliver an amount of foreign currency in ex-
cess of the value of the Portfolio securities or other assets denominated in
that currency.
Under normal circumstances, consideration of the prospect for currency pari-
ties will be incorporated into the long-term investment decisions made with
regard to overall diversification strategies. However, the Adviser believes
that it is important to have the flexibility to enter into such forward con-
tracts when it determines that the best interests of the performance of the
Portfolio will thereby be served. The Fund's Custodian will place cash, U.S.
government securities, or high-grade debt securities into a segregated account
of the Portfolio in an amount equal to the value of the Portfolio's total as-
sets committed to the consummation of forward contracts. If the value of the
securities placed in the segregated account declines, additional cash or secu-
rities will be placed in the account on a daily basis so that the value of the
account will be equal to the amount of the Portfolio's commitments with re-
spect to such contracts.
The Portfolio generally will not enter into a forward contract with a term
of greater than one year. At the maturity of a forward contract, the Portfolio
may either sell the security and make delivery of the foreign currency, or it
may retain the security and terminate its contractual obligation to deliver
the foreign currency by purchasing an "offsetting" contract with the same cur-
rency trader obligating it to purchase, on the same maturity date, the same
amount of the foreign currency.
It is impossible to forecast with absolute precision the market value of a
particular portfolio security at the expiration of the contract. Accordingly,
it may be necessary for the Portfolio to purchase additional foreign currency
on the spot market (and bear the expense of such purchase) if the market value
of the security is less than the amount of foreign currency that the Portfolio
is obligated to deliver and if a decision is made to sell the security and
make delivery of the foreign currency.
If the Portfolio retains the portfolio security and engages in an offsetting
transaction, the Portfolio will incur a gain or loss (as described below) to
the extent that there has been movement in forward contract prices. Should
forward prices
5
<PAGE>
decline during the period between the Portfolio entering into a forward con-
tract for the sale of a foreign currency and the date it enters into an off-
setting contract for the purchase of the foreign currency, the Portfolio will
realize a gain to the extent that the price of the currency it has agreed to
sell exceeds the price of the currency it has agreed to purchase. Should for-
ward prices increase, the Portfolio would suffer a loss to the extent that the
price of the currency it has agreed to purchase exceeds the price of the cur-
rency it has agreed to sell.
The Portfolio's dealings in forward contracts will be limited to the trans-
actions described above. Of course, the Portfolio is not required to enter
into such transactions with regard to their foreign currency-denominated secu-
rities. It also should be realized that this method of protecting the value of
portfolio securities against a decline in the value of a currency does not
eliminate fluctuations in the underlying prices of the securities. It simply
establishes a rate of exchange which one can achieve at some future point in
time. Additionally, although such contracts tend to minimize the risk of loss
due to a decline in the value of the hedged currency, at the same time, they
tend to limit any potential gain which might result should the value of such
currency increase.
FEDERAL TAX TREATMENT OF FORWARD CONTRACTS
In order for the McKee International Equity Portfolio to continue to qualify
for Federal income tax treatment as a regulated investment company under the
Internal Revenue Code of 1986, as amended (the "Code"), at least 90% of its
gross income for a taxable year must be derived from certain qualifying in-
come, i.e., dividends, interest, income derived from loans of securities and
gains from the sale or other disposition of stock, securities or foreign cur-
rencies, or other related income, including gains from forward contracts, de-
rived with respect to its business investing in stock, securities or curren-
cies. Any net gain realized from the closing out of forward contracts will,
therefore, generally be qualifying income for purposes of the 90% requirement.
Qualification as a regulated investment company also requires that less than
30% of the Portfolio's gross income be derived from the sale or other disposi-
tion of stock, securities or forward contracts (including certain foreign cur-
rencies not directly related to the Fund's business of investing in stock or
securities) held less than three months. In order to avoid realizing excessive
gains on securities held for less than three months, the McKee International
Equity Portfolio may be required to defer the closing out of contracts beyond
the time when it would otherwise be advantageous to do so. It is anticipated
that unrealized gains on contracts which have been open for less than three
months as of the end of the Portfolio's taxable year, and which are recognized
for tax purposes, will not be considered gains on securities held for less
than three months for the purposes of the 30% test.
The Portfolio will distribute to shareholders annually any net capital gains
which have been recognized for Federal income tax purposes (including
unrealized
6
<PAGE>
gains at the end of the Portfolio's taxable year) on regulated futures trans-
actions. Such distribution will be combined with distributions of capital
gains realized on the Portfolio's other investments, and shareholders will be
advised on the nature of the payment.
PURCHASE OF SHARES
Shares of each McKee Portfolio may be purchased without a sales commission at
the net asset value per share next determined after an order is received in
proper form by the Fund and payment is received by the Fund's custodian. The
minimum initial investment required for the McKee International Equity and McKee
Small Cap Equity Portfolios is $2,500. The minimum initial investment required
for both the McKee U.S. Government Portfolio and the McKee Domestic Equity
Portfolio is $100,000. Certain exceptions may be determined from time to time
by the officers of the Fund. Other investment minimums are: initial IRA
investment, $500, initial spousal IRA investment, $250; minimum additional
investment for the International Equity Portfolio is $100 and for the U.S.
Government Portfolio and the McKee Domestic Equity Portfolio is $1,000. An order
received in proper form prior to the 4:00 p.m. close of the New York Stock
Exchange ("Exchange") will be executed at the price computed on the date of
receipt; and an order received not in proper form or after the 4:00 p.m. close
of the Exchange will be executed at the price computed on the next day the
Exchange is open after proper receipt. The Exchange will be closed on the
following days: Memorial Day, May 26, 1997; Independence Day, July 4, 1997;
Labor Day, September 1, 1997; Thanksgiving Day, November 27, 1997; Christmas
Day, December 25, 1997; New Year's Day, January 1, 1998.
Each Portfolio reserves the right in its sole discretion (1) to suspend the
offering of its shares, (2) to reject purchase orders when in the judgment of
management such rejection is in the best interests of the Fund, and (3) to re-
duce or waive the minimum for initial and subsequent investment for certain
fiduciary accounts such as employee benefit plans or under circumstances where
certain economies can be achieved in sales of a Portfolio's shares.
REDEMPTION OF SHARES
Each Portfolio may suspend redemption privileges or postpone the date of
payment (1) during any period that both the Exchange and custodian bank are
closed or trading on the Exchange is restricted as determined by the Commis-
sion, (2) during any period when an emergency exists as defined by the rules
of the Commission as a result of which it is not reasonably practicable for a
Portfolio to dispose of securities owned by it or to fairly determine the
value of its assets, and (3) for such other periods as the Commission may per-
mit. The Fund has made an election with the Commission to pay in cash all re-
demptions 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. Redemp-
7
<PAGE>
tions in excess of the above limits may be paid, in whole or in part, in in-
vestment securities or in cash as the Directors may deem advisable; however,
payment will be made wholly in cash unless the Directors believe that economic
or market conditions exist which would make such a practice detrimental to the
best interests of the Fund. If redemptions are paid in investment securities,
such securities will be valued as set forth in the Prospectus under "Valuation
of Shares" and a redeeming shareholder would normally incur brokerage expenses
if these securities were converted to cash.
No charge is made by a Portfolio for redemptions. Any redemption may be more
or less than the shareholder's initial cost depending on the market value of
the securities held by the Portfolio.
SIGNATURE GUARANTEES
To protect your account, the Fund and Chase Global Funds Services Company
("CGFSC") from fraud, signature guarantees are required for certain redemp-
tions. Signature guarantees are required for (1) redemptions where the pro-
ceeds 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 redemp-
tion.
Signatures must be guaranteed by an "eligible guarantor institution" as de-
fined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions, na-
tional securities exchanges, registered securities associations, clearing
agencies and savings associations. A complete definition of eligible guarantor
institution is available from CGFSC. 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. Sig-
natures 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 shareholder services information set forth in
the McKee Portfolios' Prospectus:
EXCHANGE PRIVILEGE
Institutional Class Shares of each McKee Portfolio may be exchanged for In-
stitutional Class Shares of the other McKee Portfolios. In addition, Institu-
tional
8
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Class Shares of each McKee Portfolio may be exchanged for any other Institu-
tional Class Shares of a Portfolio included in the UAM Funds which is com-
prised of the Fund and UAM Funds Trust. (See the list of Portfolios of the UAM
Funds -- Institutional Class Shares at the end of the Prospectus.) Exchange
requests should be made by calling the Fund (1-800-638-7983) or by writing to
UAM Funds, UAM Funds Service Center, c/o Chase Global Funds Services Company,
P.O. Box 2798, Boston, MA 02208-2798. The exchange privilege is only available
with respect to Portfolios that are qualified 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 ex-
changes will be accepted only if the certificates for the shares to be ex-
changed are held by the Fund for the account of the shareholder and the regis-
tration of the two accounts will be identical. Requests for exchanges received
prior to 4:00 p.m. ET will be processed as of the close of business on the
same day. Requests received after 4:00 p.m. ET will be processed on the next
business day. Neither the Fund nor CGFSC will be responsible for the authen-
ticity of the exchange instructions received by telephone. Exchanges may also
be subject to limitations as to amounts or frequency, and to other restric-
tions 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, there-
fore, 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.
INVESTMENT LIMITATIONS
The following limitations supplement those set forth in the Prospectus.
Whenever an investment limitation sets forth a percentage limitation on in-
vestment or utilization of assets, such limitation shall be determined immedi-
ately after and as a result of the Portfolios' acquisition of such security or
other asset. Accordingly, any later increase or decrease resulting from a
change in values, net assets or other circumstances will not be considered
when determining whether the investment complies with the Portfolios' invest-
ment limitations. A Portfolio's fundamental
9
<PAGE>
investment limitations cannot be changed without approval by a "majority of
the outstanding shares" (as defined in the 1940 Act) of that Portfolio. The
Portfolios will not:
(1) invest in physical commodities or contracts on physical commodities;
(2) purchase or sell real estate or real estate limited partnerships, al-
though it may purchase and sell securities of companies which deal in
real estate and may purchase and sell securities which are secured by
interests in real estate;
(3) make loans except (i) by purchasing debt securities in accordance
with its investment objectives and (ii) by lending its portfolio se-
curities 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 thereun-
der;
(4) underwrite the securities of other issuers;
(5) issue senior securities, as defined in the 1940 Act, except that this
restriction shall not be deemed to prohibit a Portfolio from (i) mak-
ing any permitted borrowings, mortgages or pledges, or (ii) entering
into repurchase transactions;
(6) purchase on margin or sell short;
(7) purchase or retain securities of an issuer if those officers and Di-
rectors of the Fund or its investment adviser owning more than 1/2 of
1% of such securities together own more than 5% of such securities;
(8) invest more than an aggregate of 15% of the net assets of the Portfolio,
determined at the time of investment, in securities subject to legal
or contractual restrictions on resale or securities for which there
are no readily available markets;
(9) invest for the purpose of exercising control over management of any
company; and
(10) write or acquire options or interests in oil, gas or other mineral
exploration or development programs.
MANAGEMENT OF THE FUND
OFFICERS AND DIRECTORS
The Officers of the Fund manage its day-to-day operations and are responsi-
ble 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 Of-
ficers of the Fund and a brief statement of their present positions and prin-
cipal occupations during the past five years.
10
<PAGE>
<TABLE>
<C> <S>
JOHN T. BENNETT, JR. Director of the Fund; President of Squam
College Road-RFD 3 Investment Management Company, Inc. and
Meredith, NH 03253 Great Island Investment Company, Inc.;
Age: 67 President of Bennett Management Company
from 1988 to 1993.
PHILIP D. ENGLISH Director of the Fund; President and Chief
16 West Madison Street Executive Officer of Broventure Company,
Baltimore, MD 21201 Inc.; Chairman of the Board of Chektec Cor-
Age:47 poration and Cyber Scientific, Inc.
WILLIAM A. HUMENUK Director of the Fund; Partner in the Phila-
4000 Bell Atlantic Tower delphia office of the law firm Dechert
1717 Arch Street Price & Rhoads; Director, Hofler Corp.
Philadelphia, PA 19103
Age:54
NORTON H. REAMER* Director, President and Chairman of the
One International Place Fund; President, Chief Executive Officer
Boston, MA 02110 and a Director of United Asset Management
Age: 60 Corporation; Director, Partner or Trustee
of each of the Investment Companies of the
Eaton Vance Group of Mutual Funds.
PETER M. WHITMAN, JR.* Director of the Fund; President and Chief
One Financial Center Investment Officer of Dewey Square Invest-
Boston, MA 02111 ors Corporation since 1988; Director and
Age: 52 Chief Executive Officer of H.T. Investors,
Inc., formerly a subsidiary of Dewey
Square.
WILLIAM H. PARK* Vice President of the Fund; Executive Vice
One International Place President and Chief Financial Officer of
Boston, MA 02110 United Asset Management Corporation.
Age: 49
GARY L. FRENCH* Treasurer of the Fund; President of UAM
211 Congress Street Fund Services, Inc. and UAM Fund Distribu-
Boston, MA 02110 tors, Inc.; Vice President of Operations,
Age: 45 Development and Control of Fidelity Invest-
ments in 1995; Treasurer of the Fidelity
Group of Mutual Funds from 1991 to 1995.
ROBERT R. FLAHERTY* Assistant Treasurer of the Fund; Vice Pres-
211 Congress Street ident of UAM Fund Services, Inc.; former
Boston, MA 02110 Manager of Fund Administration and Compli-
Age: 32 ance of Chase Global Funds Services Company
from 1995 to 1996; Deloitte & Touche LLP
from 1985 to 1995, formerly Senior Manager.
GORDON M. SHONE* Assistant Treasurer of the Fund; Vice President
73 Tremont Street of Fund Administration and Compliance of Chase
Boston, MA 02108 Global Funds Services Company; formerly Senior
Age: 40 Audit Manager of Coopers & Lybrand L.L.P. from
1983 to 1996.
</TABLE>
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<PAGE>
<TABLE>
<S> <C>
MICHAEL DEFAO* Secretary of the Fund; Vice President and
211 Congress Street General Counsel of UAM Fund Services, Inc.
Boston, MA 02110 and UAM Fund Distributors, Inc.; Associate
Age: 28 Attorney of Ropes & Gray (a law firm) from
1993 and 1995.
KARL O. HARTMANN* Assistant Secretary of the Fund; Senior
73 Tremont Street Vice President and General Counsel of Chase
Boston, MA 02108 Global Funds Services Company; Senior Vice
Age: 41 President, Secretary and General Counsel of
Leland, O'Brien, Rubinstein Associates,
Inc. from November 1990 to November 1991.
</TABLE>
- -----------
* These people are deemed to be "interested persons" of the Fund as that term
is defined in the 1940 Act. As of December 31, 1996, the Directors and Offi-
cers 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 per-
son, a $150 quarterly retainer fee per active Portfolio which currently
amounts to $5,100 per quarter. In addition, each unaffiliated Director re-
ceives 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
and reimbursement for travel and other expenses incurred while attending Board
meetings. Directors who are also officers or affiliated persons receive no re-
muneration for their service as Directors. The Fund's officers and employees
are paid by either the Adviser, United Asset Management Corporation ("UAM"),
the Administrator, or CGFSC and receive no compensation from the Fund. The
following table shows aggregate compensation paid to each of the Fund's unaf-
filiated 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, 1996.
<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
POSITION FROM REGISTRANT FUND EXPENSES RETIREMENT PAID TO DIRECTORS
--------------- --------------- ------------------- ---------------- -------------------
<S> <C> <C> <C> <C>
John T. Bennett, Jr. ... $25,463 0 0 $30,500
Director
J. Edward Day........... $25,463 0 0 $30,500
Former Director
Philip D. English....... $25,463 0 0 $30,500
Director
William A. Humenuk...... $25,463 0 0 $30,500
Director
</TABLE>
12
<PAGE>
PRINCIPAL HOLDERS OF SECURITIES
As of December 31, 1996, the following persons or organizations held of record
or beneficially 5% or more of the shares of the McKee Portfolios.
McKee International Equity Portfolio: Saxon & Co., FBO Westmoreland County
Employees Retirement Fund, P.O. Box 7780-1888, Philadelphia, PA, 19.0%*;
Patterson & Company, P.O. Box 7829, Philadelphia, PA, 12.4%; Meridian Trust
Company, FBO Lehigh County Employees Retirement Fund, P.O. Box 16004, Reading,
PA, 11.3%*; Saul & Company, FBO Delaware County Employees Retirement Fund, c/o
First Union National Bank, Charlotte, NC, 9.5%*; USBanCorp Trust Company, FBO
Cambria Company, Attn: Beth Shank, Main and Franklin Streets, Johnstown, PA,
8.3%*; Saxon & Company, FBO Cumberland County, P.O. Box 7780-1888, Philadelphia,
PA, 6.7%*; Fulvest & Company, FBO Lancaster County ERA, P.O. Box 3215,
Lancaster, PA, 6.3%*; and Saxon & Company, FBO Butler City Retirement Fund, P.O.
Box 7780-1888, Philadelphia, PA, 5.0%.
McKee U.S. Government Portfolio: Chase Manhattan Bank, FBO Servistar Corp.
Profit Sharing Plan, Attn: Alan L. Miller, 770 Broadway, New York, NY, 66.3%*;
Municipal Government, City of Huntington Police Pension & Relief Fund, P.O. Box
1659, Huntington, WV, 7.7%.
McKee Domestic Equity Portfolio: Chase Manhattan Bank, FBO Servistar Corp.
Profit Sharing Plan, Attn: Alan L. Miller, 770 Broadway, New York, NY, 64.3%*;
Wesbanco Bank, Agent for City of Wheeling Municipal Employees Retirement &
Benefit Fund, 1 Bank Plaza, Wheeling, WV, 10.3%; Divrev Company, P.O. Box 3985,
Charleston, WV, 5.0%.
The persons or organizations listed above as owning 25% or more of the out-
standing 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 organi-
zations could have the ability to vote a majority of the shares of the Portfo-
lio on any matter requiring the approval of shareholders of such Portfolio.
INVESTMENT ADVISER
CONTROL OF ADVISER
C.S. McKee & Company (the "Adviser") is a wholly-owned subsidiary of UAM, a
holding company incorporated in Delaware in December 1980 for the purpose of
acquiring and owning firms engaged primarily in institutional investment man-
agement. Since its first acquisition in August 1983, UAM has acquired or orga-
nized approximately 45 such wholly-owned affiliated firms (the "UAM
- -----------
* Denotes shares held by a trustee or other fiduciary for which beneficial
ownership is disclaimed or presumed disclaimed.
13
<PAGE>
Affiliated Firms"). UAM believes that permitting UAM Affiliated Firms to re-
tain 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 op-
erate under their own firm name, with their own leadership and individual in-
vestment philosophy and approach. Each UAM Affiliated Firm manages its own
business independently on a day-to-day basis. Investment strategies employed
and securities selected by UAM Affiliated Firms are separately chosen by each
of them.
PHILOSOPHY AND STYLE
The Adviser's philosophical approach to all asset classes is to be opportu-
nistic while controlling risk. This approach captures opportunity, when avail-
able, to provide capital growth, consistent with the Fund's pursuit of total
return while quantifying and controlling risk to protect capital. The purpose
of this approach is to generate favorable results through a high quality, low
risk portfolio. The Adviser's approach is to look for companies which are sta-
tistically inexpensive yet have improving fundamentals. A number of statisti-
cal measures are used to rank the initial pool of over 2,000 stocks. The top-
ranking stocks are then subjected to fundamental analytical screens prior to
investment.
REPRESENTATIVE INSTITUTIONAL CLIENTS
As of the date of this Statement of Additional Information, the Adviser's
representative institutional clients included: Blue Cross of Western Pennsyl-
vania, City of Pittsburgh, The Dickinson School of Law, City of Wichita, Kan-
sas and the YWCA of Greater Pittsburgh.
In compiling this client list, the Adviser used objective criteria such as
account size, geographic location and client classification. The Adviser did
not use any performance based criteria. It is not known whether these clients
approve or disapprove of the Adviser or the advisory services provided.
ADVISORY FEES
As compensation for services rendered by the Adviser under the Investment
Advisory Agreements, the Portfolio pays the Adviser an annual fee in monthly
installments, calculated by applying the following annual percentage rates to
each Portfolio's average daily net assets for the month:
<TABLE>
<CAPTION>
RATE
----
<S> <C>
McKee U.S. Government Portfolio........ 0.45%
McKee Domestic Equity Portfolio........ 0.65%
McKee International Equity Portfolio... 0.70%
McKee Small Cap Equity Portfolio....... 1.00%
</TABLE>
For the period from May 26, 1994 (commencement of operations) to October 31,
1994, McKee International Equity Portfolio paid advisory fees of
14
<PAGE>
approximately $93,000. For the fiscal years ended October 31, 1995 and 1996,
the McKee International Equity Portfolio paid advisory fees of approximately
$453,000 and $618,081, respectively. For the period from March 2, 1995
(commencement of operations) to October 31, 1995, the McKee U.S. Government
Portfolio and the McKee Domestic Equity Portfolio paid no advisory fees, and
for the fiscal year ended October 31, 1996, these Portfolios paid advisory
fees of $48,813 and $222,792, respectively. During these periods, the Adviser
voluntarily waived advisory fees of approximately $9,000 and $18,140 for the
U.S. Government Portfolio, and $15,000 and $15,445 for the Domestic Equity
Portfolio, respectively.
PORTFOLIO TRANSACTIONS
The Investment Advisory Agreements authorize the Adviser to select the bro-
kers or dealers that will execute the purchases and sales of investment secu-
rities for the Portfolios and direct the Adviser to use its best efforts to
obtain the best execution with respect to all transactions for the Portfolios.
In doing so, a Portfolio may pay higher commission rates than the lowest rate
available when the Adviser believes it is reasonable to do so in light of the
value of the research, statistical, and pricing services provided by the bro-
ker effecting the transaction. It is not the Fund's practice to allocate bro-
kerage 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, 1994, 1995 and
1996, the entire Fund paid brokerage commissions of approximately $2,402,000,
$2,983,000, and $2,887,884, respectively.
Some securities considered for investment by the Portfolios may also be ap-
propriate 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 allo-
cations, 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.
15
<PAGE>
("UAMFSI") and Chase Global Funds Services Company ("CGFSC"). The services
provided by UAMFSI and CGFSC and the basis of the fees payable by the Fund un-
der the Fund Administration Agreement are described in the Portfolios' Pro-
spectus. Prior to April 15, 1996, CGFSC or its predecessor, Mutual Funds Serv-
ice Company, provided certain administrative services to the Fund under an Ad-
ministration Agreement between the Fund and U.S. Trust Company of New York.
The basis of the fees paid to CGFSC for 1994 and 1995 and the fiscal period to
April 14, 1996 was as follows: the Fund paid a monthly fee for its services
which on an annualized basis equaled 0.20% of the first $200 million in com-
bined assets; plus 0.12% of the next $800 million in combined assets; plus
0.08% on assets over $1 billion but less than $3 billion; plus 0.06% on assets
over $3 billion. The fees were allocated among the Portfolios on the basis of
their relative assets and were subject to a designated minimum fee schedule
per Portfolio, which ranged from $2,000 per month upon inception of a Portfo-
lio to $70,000 annually after two years. For the period from May 26, 1994
(commencement of operations) to October 31, 1994, administrative services fees
paid to the Administrator by the McKee International Equity Portfolio totaled
$21,000. During the fiscal years ended October 31, 1995 and 1996, administra-
tive services fees paid to the Administrator by the McKee International Equity
Portfolio totaled approximately $82,000 and $137,744, respectively. Of the to-
tal fees paid in the fiscal year ended 1996, $56,555 was paid by UAMFSI to
CGFSC. For the period from March 2, 1995 to October 31, 1995, and for the fis-
cal year ended October 31, 1996, administrative services fees paid to the Ad-
ministrator by the McKee U.S. Government Portfolio and the McKee Domestic Eq-
uity Portfolio totaled approximately $20,000 and $67,641, and $21,000, and
$74,694, respectively. Of the fees paid in the fiscal year ended October 31,
1996, $40,022 and $38,491 was paid by UAMFSI to CGFSC on behalf of the U.S.
Government and Domestic Equity Portfolio, respectively. The services provided
by the Administrator and the basis of the fees payable to the Administrator
are described in the Portfolios' Prospectus.
PERFORMANCE CALCULATIONS
PERFORMANCE
The Portfolios may from time to time quote various performance figures to
illustrate past performance. Performance quotations by investment companies
are subject to rules adopted by the Commission, which require the use of stan-
dardized performance quotations or, alternatively, that every non-standardized
performance quotation furnished by the Fund be accompanied by certain stan-
dardized performance information computed as required by the Commission. Cur-
rent yield and average annual compounded total return quotations used by the
Fund are based on the standardized methods of computing performance mandated
by the Commission. An explanation of those and other methods used to compute
or express performance follows.
16
<PAGE>
YIELD
Current yield reflects the income per share earned by a Portfolio's invest-
ment. The current yield of the McKee U.S. Government Portfolio is determined
by dividing the net investment income per share earned during a 30-day base
period by the maximum offering price per share on the last day of the period
and annualizing the result. Expenses accrued for the period include any fees
charged to all shareholders during the base period. The yield for the McKee
U.S. Government Portfolio for the 30-day period ended on October 31, 1996 was
5.74%.
This figure was obtained using the following formula:
Yield = 2[( a - b + 1 )/6/ - 1]
-----
cd
where:
a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the period that
were entitled to receive income distributions
d = the maximum offering price per share on the last day of the period.
TOTAL RETURN
The average annual total return of a Portfolio is determined by finding the
average annual compounded rates of return over 1, 5 and 10 year periods that
would equate an initial hypothetical $1,000 investment to its ending redeem-
able value. The calculation assumes that all dividends and distributions are
reinvested when paid. The quotation assumes the amount was completely redeemed
at the end of each 1, 5 and 10 year period and the deduction of all applicable
Fund expenses on an annual basis.
The average annual total return for the McKee International Equity Portfo-
lio, the McKee U.S. Government Portfolio, and the McKee Domestic Equity Port-
folio from inception and for the one year ended on the date of the Financial
Statements included herein are as follows:
<TABLE>
<CAPTION>
SINCE INCEPTION
ONE YEAR THROUGH YEAR
ENDED ENDED
OCTOBER 31, OCTOBER 31, INCEPTION
1996 1996 DATE
----------- --------------- ---------
<S> <C> <C> <C>
McKee U.S. Government Portfolio.......... 3.77% 8.23% 3/2/95
McKee Domestic Equity Portfolio.......... 19.31% 20.96% 3/2/95
McKee International Equity Portfolio..... 8.29% 3.96% 5/26/94
</TABLE>
McKee Small Cap Equity Portfolio was not operational as of October 31, 1996.
Accordingly, no total return figure is available.
17
<PAGE>
These figures are calculated according to the following formula:
P(1 + T)n = ERV
where:
P
= a hypothetical initial payment of $1,000
T
= average annual total return
n
= number of years
ERV
= ending redeemable value of a hypothetical $1,000 payment made at
the beginning of the 1, 5 or 10 year periods at the end of the 1,
5 or 10 year periods (or fractional portion thereof).
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 calcu-
lated above) to performance as reported by other investments, indices and av-
erages. 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 trans-
portation stocks. Comparisons of performance assume reinvestment of
dividends.
(b) Standard & Poor's 500 Stock Index or its component indices -- an un-
managed index composed of 400 industrial stocks, 40 financial stocks,
40 utilities stocks and 20 transportation stocks. Comparisons of per-
formance assume reinvestment of dividend.
(c) The New York Stock Exchange composite or component indices -- unman-
aged 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 rein-
vestment of dividends.
(e) Lipper -- Mutual Fund Performance Analysis and Lipper -- Fixed Income
Fund Performance Analysis -- measure total return and average current
yield for the mutual fund industry. Rank individual mutual fund per-
formance 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 -- re-
spectively, arithmetic, market value-weighted averages of the perfor-
mance of over 900 securities listed on the stock exchanges of coun-
tries
18
<PAGE>
in Europe, Australia and the Far East, and over 1,400 securities
listed on the stock exchanges of these continents, including North
America.
(g) Goldman Sachs 100 Convertible Bond Index -- currently includes 67
bonds and 33 preferred. The original list of names was generated by
screening for convertible issues of 100 million or greater in market
capitalization. The index is priced monthly.
(h) Salomon Brothers GNMA Index -- includes pools of mortgages originated
by private lenders and guaranteed by the mortgage pools of the Govern-
ment National Mortgage Association.
(i) Salomon Brothers High Grade Corporate Bond Index -- consists of pub-
licly issued, non-convertible corporate bonds rated AA or AAA. It is a
value-weighted, total return index, including approximately 800 issues
with maturities of 12 years or greater.
(j) Salomon Brothers Broad Investment Grade Bond -- is a market-weighted
index that contains approximately 4,700 individually priced investment
grade corporate bonds rated BBB or better, U.S. Treasury/agency issues
and mortgage pass through securities.
(k) 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) Lehman Brothers Government/Corporate Index -- is an unmanaged index
composed of a combination of the Government and Corporate Bond Indi-
ces. The Government Index includes public obligations of the U.S.
Treasury, issues of Government agencies, and corporate debt backed by
the U.S. Government. The Corporate Bond Index includes fixed-rate non-
convertible corporate debt. Also included are Yankee Bonds and noncon-
vertible debt issued by or guaranteed by foreign or international gov-
ernments and agencies. All issues are investment grade (BBB) or high-
er, with maturities of at least one year and outstanding par value of
at least $100 million for U.S. Government issues and $25 million for
others. Any security downgraded during the month is held in the index
until month-end and then removed. All returns are market value
weighted inclusive of accrued income.
(m) NASDAQ Industrial Index -- is composed of more than 3,000 industrial
issues. It is a value-weighted index calculated on price change only
and does not include income.
(n) Value Line -- composed of over 1,600 stocks in the Value Line Invest-
ment Survey.
19
<PAGE>
(o) Russell 2000 -- composed of the 2,000 smallest stocks in the Russell
3000, a market value weighted index of the 3,000 largest U.S. public-
ly-traded companies.
(p) Composite indices -- 70% Standard & Poor's 500 Stock Index and 30%
NASDAQ Industrial Index; 35% Standard & Poor's 500 Stock Index and 65%
Salomon Brothers High Grade Bond Index; all stocks on the NASDAQ sys-
tem exclusive of those traded on an exchange, and 65% Standard &
Poor's 500 Stock Index and 35% Salomon Brothers High Grade Bond Index.
(q) CDA Mutual Fund Report published by CDA Investment Technologies,
Inc. -- analyzes price, current yield, risk, total return and average
rate of return (average compounded growth rate) over specified time
periods for the mutual fund industry.
(r) Mutual Fund Source Book published by Morningstar, Inc. -- analyzes
price, yield, risk and total return for equity funds.
(s) Financial publications: Business Week, Changing Times, Financial
World, Forbes, Fortune, Money, Barron's, Consumer's Digest, Financial
Times, Global Investor, Wall Street Journal and Weisenberger Invest-
ment Companies Service -- publications that rate fund performance over
specified time periods.
(t) Consumer Price Index (or Cost of Living Index), published by the U.S.
Bureau of Labor Statistics -- a statistical measure of change over
time in the price of goods and services in major expenditure groups.
(u) Stocks, Bonds, Bills and Inflation, published by Ibbotson Associ-
ates --historical measure of yield, price and total return for common
and small company stock, long-term government bonds, U.S. Treasury
bills and inflation.
(v) Savings and Loan Historical Interest Rates -- as published by the U.S.
Savings & Loan League Fact Book.
(w) Historical data supplied by the research departments of First Boston
Corporation; the J.P. Morgan companies; Salomon Brothers; Merrill
Lynch, Pierce, Fenner & Smith; Lehman Brothers, Inc.; and
Bloomberg L.P.
In assessing such comparisons of performance, an investor should keep in
mind that the composition of the investments in the reported indices and aver-
ages is not identical to the composition of investments in the Portfolio, that
the averages are generally unmanaged, and that the items included in the cal-
culations of such averages may not be identical to the formula used by the
Portfolio to calculate its performance. In addition, there can be no assurance
that the Fund will continue this performance as compared to such other aver-
ages.
20
<PAGE>
GENERAL INFORMATION
DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized under the name "ICM Fund, Inc." as a Maryland corpo-
ration 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 lo-
cated at One International Place, Boston, MA 02110; however, all investor cor-
respondence should be directed to the Fund at UAM Funds Service Center, c/o
Chase Global Mutual Funds Services Company, P.O. Box 2798, Boston, MA 02208-
2798. The Fund's Articles of Incorporation, as amended, authorize the Direc-
tors 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.
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The Fund's policy is to distribute substantially all of each Portfolio's net
investment income, if any, together with any net realized capital gains in the
amount and at the times that will avoid both income (including capital gains)
taxes on it and the imposition of the Federal excise tax on undistributed in-
come and capital gains. (See discussion under "Dividends, Capital Gains Dis-
tributions and Taxes" in the Prospectus.) The amounts of any income dividends
or capital gains distributions cannot be predicted.
Any dividend or distribution paid shortly after the purchase of shares of
the Portfolios 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 Prospec-
tus.
As set forth in the Prospectus, unless the shareholder elects otherwise in
writing, all dividend and capital gains distributions are automatically re-
ceived 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 in-
come dividend or capital gains distribution is paid.
The Portfolios 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
21
<PAGE>
(for Federal income tax purposes) such gains against any net capital losses of
another Portfolio.
FEDERAL TAXES
In order for the Portfolios to continue to qualify for Federal income tax
treatment as a regulated investment company under the Code, at least 90% of
its gross income for a taxable year must be derived from qualifying income,
i.e., dividends, interest, income derived from loans of securities, and gains
from the sale of securities or foreign currencies or other income derived with
respect to its business of investing in such securities or currencies. In ad-
dition, gains realized on the sale or other disposition of securities held for
less than three months must be limited to less than 30% of a Portfolio's an-
nual gross income.
The Portfolios will distribute to shareholders annually any net capital
gains which have been recognized for Federal income tax purposes. Shareholders
will be advised on the nature of the payments.
CODE OF ETHICS
The Fund has adopted a Code of Ethics which restricts to a certain extent
personal transactions by access persons of the Fund and imposes certain dis-
closure and reporting obligations.
FINANCIAL STATEMENTS
The Financial Statements of the McKee Portfolios and the Financial Highlights
for the respective periods presented, which appear in the Portfolios' 1996
Annual Report to Shareholders, and the report of Price Waterhouse LLP,
independent accountants, on the Financial Statments of the McKee Portfolios,
also appearing herein, are attached to this SAI.
22
<PAGE>
MCKEE U.S. GOVERNMENT PORTFOLIO
PORTFOLIO OF INVESTMENTS
October 31, 1996
<TABLE>
<CAPTION>
FACE
AMOUNT VALUE+
- --------------------------------------------------------------------------------
<S> <C> <C>
U.S. GOVERNMENT & AGENCY SECURITIES (62.0%)
- --------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp.
5.95%, 1/19/06......................................... $ 415,000 $ 396,574
6.75%, 5/30/06......................................... 765,000 772,038
6.785%, 9/21/05........................................ 140,000 138,207
6.89%, 10/3/05......................................... 140,000 138,895
6.97%, 10/3/05......................................... 140,000 139,447
7.225%, 5/17/05........................................ 145,000 146,000
7.65%, 5/10/05......................................... 85,000 86,485
7.974%, 4/20/05........................................ 60,000 60,792
-----------
1,878,438
- --------------------------------------------------------------------------------
Federal National Mortgage Association
6.70%, 8/10/01......................................... 1,075,000 1,080,902
6.70%, 11/10/05........................................ 205,000 201,882
7.37%, 4/14/04......................................... 140,000 142,624
8.00%, 4/13/05......................................... 70,000 71,031
-----------
1,496,439
- --------------------------------------------------------------------------------
U.S. Treasury Bonds
7.125%, 2/15/23........................................ 410,000 428,999
7.875%, 2/15/21........................................ 3,120,000 3,533,868
-----------
3,962,867
- --------------------------------------------------------------------------------
U.S. Treasury Notes
6.25%, 2/15/03......................................... 2,346,000 2,355,102
6.50%, 5/15/05......................................... 2,460,000 2,485,609
7.25%, 8/15/04......................................... 825,000 873,081
9.375%, 2/15/06........................................ 1,055,000 1,278,006
-----------
6,991,798
- --------------------------------------------------------------------------------
TOTAL U.S. GOVERNMENT & AGENCY SECURITIES
(COST $14,119,619)..................................... 14,329,542
- --------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
23
<PAGE>
MCKEE U.S. GOVERNMENT PORTFOLIO
PORTFOLIO OF INVESTMENTS--(CONTINUED)
October 31, 1996
<TABLE>
<CAPTION>
FACE
AMOUNT VALUE+
- -------------------------------------------------------------------------------
<S> <C> <C>
MORTGAGE OBLIGATIONS (16.0%)
- -------------------------------------------------------------------------------
U.S. GOVERNMENT AGENCIES (16.0%)
Federal Home Loan Mortgage Corp.
Gold Pool #C00387, 9.00%, 2/1/25...................... $ 519,094 $ 547,320
Gold Pool #C80328, 7.50%, 7/1/25...................... 212,837 213,568
Gold Pool #C80370, 6.50%, 12/1/25..................... 67,296 64,478
Gold Pool #D61891, 7.50%, 7/1/25...................... 1,130,519 1,134,405
Gold Pool #D63857, 6.50%, 9/1/25...................... 671,811 643,679
Gold Pool #D66220, 6.50%, 12/1/25..................... 465,055 445,581
-----------
3,049,031
- -------------------------------------------------------------------------------
Federal National Mortgage Association Series:
93-87 H, CMO, REMIC, 6.50%, 10/25/21.................. 259,000 253,801
93-136 PD, CMO, REMIC,
6.25%, 11/25/21..................................... 206,000 198,823
93-139 H, CMO, REMIC,
6.75%, 12/25/21..................................... 186,000 184,988
-----------
637,612
- -------------------------------------------------------------------------------
TOTAL MORTGAGE OBLIGATIONS
(COST $3,670,825)..................................... 3,686,643
- -------------------------------------------------------------------------------
ASSET-BACKED SECURITIES (8.3%)
- -------------------------------------------------------------------------------
FINANCIAL SERVICES (8.3%)
Advanta Mortgage Loan Trust, Series 94-1 A1 6.30%,
7/25/25 ............................................. 113,439 109,361
Case Equipment Loan Trust, Series 95-A A 7.30%,
3/15/02.............................................. 254,201 257,648
Citibank Credit Card Master Trust, Series A 7.25%,
4/7/08............................................... 360,000 368,778
MMCAT Automobile Trust, Series 95-1 A 5.70%, 11/15/00.. 331,281 331,242
Union Acceptance Corp., Series 95-B A 6.575%, 7/10/02.. 436,055 438,860
World Financial Network Credit Card,
Series 96-B A 6.95%, 4/15/06......................... 405,000 411,957
- -------------------------------------------------------------------------------
TOTAL ASSET-BACKED SECURITIES
(COST $1,896,173)..................................... 1,917,846
- -------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
24
<PAGE>
MCKEE U.S. GOVERNMENT PORTFOLIO
PORTFOLIO OF INVESTMENTS--(CONTINUED)
October 31, 1996
<TABLE>
<CAPTION>
FACE
AMOUNT VALUE+
- --------------------------------------------------------------------------------
<S> <C> <C>
CORPORATE BONDS (10.7%)
- --------------------------------------------------------------------------------
BANKS (0.6%)
NationsBank Corp. 5.125%, 9/15/98....................... $ 150,000 $ 147,750
- --------------------------------------------------------------------------------
FINANCIAL SERVICES (2.7%)
Associates Corp. N. A. 6.75%, 7/15/01................... 75,000 75,750
Lehman Brothers, Inc. 9.875%, 10/15/00.................. 395,000 436,969
Progressive Corporation 7.30%, 6/1/06................... 100,000 102,750
-----------
615,469
- --------------------------------------------------------------------------------
INDUSTRIAL (2.7%)
Aetna Services, Inc. 6.75%, 8/15/01..................... 100,000 100,875
Lockheed Martin Corp. 7.75%, 5/1/26..................... 170,000 175,313
Marriott International, Series B 7.875%, 4/15/05........ 170,000 176,800
Nabisco, Inc. 7.55%, 6/15/15............................ 170,000 166,812
-----------
619,800
- --------------------------------------------------------------------------------
RETAIL (0.4%)
J.C. Penney & Co. 5.375%, 11/15/98...................... 15,000 14,812
May Department Stores 7.15%, 8/15/04.................... 70,000 71,050
Walmart Stores 5.50%, 9/15/97........................... 15,000 14,960
-----------
100,822
- --------------------------------------------------------------------------------
UTILITIES (2.7%)
Pacific Bell Telephone 6.25%, 3/1/05.................... 255,000 245,119
Pacific Gas & Electric 5.875%, 10/1/05.................. 260,000 241,800
U.S. West Cap Funding, Inc. 6.75%, 10/1/05.............. 140,000 137,550
-----------
624,469
- --------------------------------------------------------------------------------
YANKEE BONDS (1.6%)
Carnival Cruise Lines 7.20%, 10/1/23.................... 75,000 71,906
Province of Ontario
7.00%, 8/4/05.......................................... 145,000 147,356
7.625%, 6/22/04........................................ 145,000 152,975
-----------
372,237
- --------------------------------------------------------------------------------
TOTAL CORPORATE BONDS
(COST $2,449,079)...................................... 2,480,547
- --------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
25
<PAGE>
MCKEE U.S. GOVERNMENT PORTFOLIO
PORTFOLIO OF INVESTMENTS--(CONTINUED)
October 31, 1996
<TABLE>
<CAPTION>
FACE
AMOUNT VALUE+
- -------------------------------------------------------------------------------
<S> <C> <C>
SHORT-TERM INVESTMENT (1.7%)
- -------------------------------------------------------------------------------
REPURCHASE AGREEMENT (1.7%)
Chase Securities, Inc., 5.58%, dated 10/31/96, due
11/1/96 to be repurchased at $402,062, collateralized
by $388,577 of various U.S. Treasury Notes, 5.875%-
7.75%, due 3/31/99-11/30/99, valued at $402,001 (COST
$402,000)............................................ $ 402,000 $ 402,000
- -------------------------------------------------------------------------------
TOTAL INVESTMENTS (98.7%)
(COST $22,537,696) (A)................................ 22,816,578
- -------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (1.3%)..................... 301,462
- -------------------------------------------------------------------------------
NET ASSETS (100%)....................................... $23,118,040
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
+ See Note A to Financial Statements.
CMO Collateralized Mortgage Obligation
REMIC Real Estate Mortgage Investment Conduit
(a) The cost for federal income tax purposes was $22,582,343. At October
31, 1996, net unrealized appreciaton for all securities based on tax
cost was $234,235. This consisted of aggregate gross unrealized
appreciation for all securities of $275,612 and aggregate gross
unrealized depreciation for all securities of $41,377.
The accompanying notes are an integral part of the financial statements.
26
<PAGE>
MCKEE DOMESTIC EQUITY PORTFOLIO
PORTFOLIO OF INVESTMENTS
October 31, 1996
<TABLE>
<CAPTION>
SHARES VALUE+
- --------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS (98.1%)
- --------------------------------------------------------------------------------
AUTOMOTIVE (1.0%)
General Motors Corp......................................... 11,500 $ 619,563
- --------------------------------------------------------------------------------
BANKS (6.0%)
Bank of Boston Corp......................................... 15,150 969,600
Bankers Trust New York Corp................................. 8,900 752,050
First Commerce Corp......................................... 16,674 591,927
Mellon Bank Corp. .......................................... 22,000 1,432,750
-----------
3,746,327
- --------------------------------------------------------------------------------
BASIC RESOURCES (1.2%)
Olsten Corp................................................. 36,000 720,000
- --------------------------------------------------------------------------------
BEVERAGES, FOOD & TOBACCO (4.2%)
Philip Morris Cos., Inc..................................... 12,800 1,185,600
Pioneer Hi-Bred International, Inc.......................... 16,800 1,127,700
*Ryan's Family Steak House, Inc............................. 46,800 333,450
-----------
2,646,750
- --------------------------------------------------------------------------------
CAPITAL EQUIPMENT (2.4%)
Aviall, Inc................................................. 45,200 412,450
*IMO Industries, Inc. ...................................... 65,200 293,400
Magna International, Inc., Class A.......................... 15,600 781,950
-----------
1,487,800
- --------------------------------------------------------------------------------
CHEMICALS (2.5%)
Akzo N.V. ADR............................................... 25,100 1,584,438
- --------------------------------------------------------------------------------
CONSTRUCTION (1.2%)
Owens-Corning Fiberglass Corp............................... 19,000 736,250
- --------------------------------------------------------------------------------
ELECTRONICS (1.3%)
*MEMC Electronic Materials, Inc............................. 42,900 831,187
- --------------------------------------------------------------------------------
ENERGY (9.3%)
Mitchell Energy & Development Corp., Class B................ 76,970 1,597,128
Occidental Petroleum Corp................................... 30,700 752,150
*Stone Energy Corp.......................................... 57,400 1,205,400
Ultramar Corp............................................... 30,300 867,337
YPF S.A. ADR................................................ 60,200 1,369,550
-----------
5,791,565
- --------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
27
<PAGE>
MCKEE DOMESTIC EQUITY PORTFOLIO
PORTFOLIO OF INVESTMENTS--(CONTINUED)
October 31, 1996
<TABLE>
<CAPTION>
SHARES VALUE+
- -------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS--(CONTINUED)
- -------------------------------------------------------------------------------
FINANCIAL SERVICES (3.9%)
Dean Witter Discover and Co................................ 21,300 $ 1,254,037
Lehman Brothers Holdings, Inc. ............................ 47,100 1,183,388
-----------
2,437,425
- -------------------------------------------------------------------------------
HEALTH CARE (1.6%)
Foundation Health Corp..................................... 19,400 579,575
*Humana, Inc. ............................................. 21,400 390,550
-----------
970,125
- -------------------------------------------------------------------------------
INDUSTRIAL (2.1%)
*Global Industrial Technologies, Inc....................... 68,590 1,277,489
- -------------------------------------------------------------------------------
INSURANCE (1.1%)
CIGNA Corp................................................. 5,400 704,700
- -------------------------------------------------------------------------------
METALS (1.8%)
Cincinnati Milacron, Inc. ................................. 45,500 870,187
Huntco, Inc., Class A...................................... 1,000 17,875
Steel Technologies, Inc. .................................. 18,800 237,350
-----------
1,125,412
- -------------------------------------------------------------------------------
MULTI-INDUSTRY (2.6%)
Loews Corp. ............................................... 11,400 941,925
Whitman Corp. ............................................. 27,200 659,600
-----------
1,601,525
- -------------------------------------------------------------------------------
PAPER & PACKAGING (6.2%)
Rayonier, Inc. ............................................ 7,936 314,464
*Shorewood Packaging Corp. ................................ 74,490 1,405,999
Willamette Industries ..................................... 31,600 2,117,200
-----------
3,837,663
- -------------------------------------------------------------------------------
PHARMACEUTICALS (6.5%)
American Home Products Corp. .............................. 24,100 1,476,125
Becton, Dickinson & Co. ................................... 22,900 996,150
Mylan Laboratories, Inc. .................................. 30,700 464,337
SmithKline Beecham plc ADR ................................ 17,300 1,083,413
-----------
4,020,025
- -------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
28
<PAGE>
MCKEE DOMESTIC EQUITY PORTFOLIO
PORTFOLIO OF INVESTMENTS--(CONTINUED)
October 31, 1996
<TABLE>
<CAPTION>
SHARES VALUE+
- -------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS--(CONTINUED)
- -------------------------------------------------------------------------------
RETAIL (7.3%)
American Stores Co. ...................................... 29,000 $ 1,199,875
Dayton-Hudson Corp. ...................................... 19,150 663,069
Dillard Department Stores, Class A........................ 22,500 714,375
Gap, Inc. ................................................ 20,700 600,300
*Venture Stores, Inc. .................................... 66,400 224,100
*Waban, Inc. ............................................. 42,700 1,115,537
-----------
4,517,256
- -------------------------------------------------------------------------------
SERVICES (2.3%)
Bowne & Co., Inc. ........................................ 60,800 1,421,200
- -------------------------------------------------------------------------------
TECHNOLOGY (18.4%)
*Adaptec, Inc. ........................................... 25,400 1,543,050
*Advanced Micro Devices, Inc. ............................ 92,400 1,640,100
*Avid Technology, Inc. ................................... 53,800 726,300
*Computer Network Technology Corp. ....................... 62,100 333,787
Intelligent Electronics, Inc. ............................ 130,400 1,124,700
*Planar Systems, Inc. .................................... 53,500 541,688
*Policy Management Systems................................ 26,700 961,200
*Sequent Computer Systems, Inc. .......................... 100,800 1,486,800
*Sterling Software, Inc. ................................. 53,196 1,728,870
*Systems & Computer Technology Corp. ..................... 64,500 903,000
*3D Systems Corp. ........................................ 43,500 424,125
-----------
11,413,620
- -------------------------------------------------------------------------------
TELECOMMUNICATIONS (8.0%)
NYNEX Corp. .............................................. 19,500 867,750
Nokia Corp. ADR .......................................... 39,900 1,850,362
Pacific Telesis Group..................................... 38,700 1,315,800
Sprint Corp. ............................................. 24,100 945,925
-----------
4,979,837
- -------------------------------------------------------------------------------
TEXTILES & APPAREL (0.7%)
Delta Woodside Industries, Inc. .......................... 79,000 454,250
- -------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
29
<PAGE>
MCKEE DOMESTIC EQUITY PORTFOLIO
PORTFOLIO OF INVESTMENTS--(CONTINUED)
October 31, 1996
<TABLE>
<CAPTION>
SHARES VALUE+
- -------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS--(CONTINUED)
- -------------------------------------------------------------------------------
TRANSPORTATION (3.4%)
Airborne Freight Corp. ............................... 43,600 $ 866,550
APL Ltd. ............................................. 56,500 1,243,000
-----------
2,109,550
- -------------------------------------------------------------------------------
UTILITIES (3.1%)
GPU, Inc. ............................................ 23,200 762,700
Illinova Corp. ....................................... 21,800 594,050
Southern New England Telecommunications Corp. ........ 14,900 555,025
-----------
1,911,775
- -------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(COST $57,962,499)................................... 60,945,732
- -------------------------------------------------------------------------------
<CAPTION>
FACE
AMOUNT
- -------------------------------------------------------------------------------
<S> <C> <C>
SHORT-TERM INVESTMENT (5.6%)
- -------------------------------------------------------------------------------
REPURCHASE AGREEMENT (5.6%)
Chase Securities, Inc., 5.58%, dated 10/31/96, due
11/1/96, to be repurchased at $3,503,543,
collateralized by $3,386,036 of various U.S.
Treasury Notes, 5.875%-7.75%, due 3/31/99-11/30/99,
valued at $3,503,008 (COST $3,503,000).............. $3,503,000 3,503,000
- -------------------------------------------------------------------------------
TOTAL INVESTMENTS (103.7%)
(COST $61,465,499) (A)............................... 64,448,732
- -------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES
(-3.7%).............................................. (2,278,719)
- -------------------------------------------------------------------------------
NET ASSETS (100%)...................................... $62,170,013
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
+ See Note A to Financial Statements.
* Non-Income Producing Security.
ADR American Depositary Receipt
(a) The cost for federal income tax purposes was $61,472,542. At October
31, 1996, net unrealized appreciation for all securities based on tax
cost was $2,976,190. This consisted of aggregate gross unrealized ap-
preciation for all securities of $5,797,605 and aggregate gross
unrealized depreciation for all securities of $2,821,415.
The accompanying notes are an integral part of the financial statements.
30
<PAGE>
MCKEE INTERNATIONAL EQUITY PORTFOLIO
PORTFOLIO OF INVESTMENTS
October 31, 1996
<TABLE>
<CAPTION>
SHARES VALUE+
- --------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS (99.2%)
- --------------------------------------------------------------------------------
ARGENTINA (2.7%)
YPF S.A. ADR............................................... 109,700 $ 2,495,675
- --------------------------------------------------------------------------------
AUSTRALIA (2.6%)
Westpac Banking Corp....................................... 312,000 1,780,272
Westpac Banking Corp. ADR.................................. 20,100 570,337
-----------
2,350,609
- --------------------------------------------------------------------------------
CANADA (5.7%)
Alcan Aluminium Ltd........................................ 33,700 1,105,989
Canadian Imperial Bank of Commerce......................... 38,240 1,588,698
Seagram Co., Ltd........................................... 31,830 1,198,937
West Coast Energy, Inc. ................................... 25,000 413,031
West Coast Energy, Inc. ADR................................ 52,600 867,900
-----------
5,174,555
- --------------------------------------------------------------------------------
CHINA (2.0%)
*Huaneng Power International, Inc. ADR..................... 118,000 1,799,500
- --------------------------------------------------------------------------------
FINLAND (4.8%)
Nokia AB................................................... 81,300 3,839,645
Nokia AB, Series A......................................... 11,100 512,964
-----------
4,352,609
- --------------------------------------------------------------------------------
FRANCE (6.8%)
Alcatel Alsthom............................................ 18,615 1,588,224
Alcatel Alsthom ADR........................................ 22,926 389,742
Coflexip................................................... 23,000 1,056,788
Coflexip ADR............................................... 44,334 997,515
PSA Peugeot S.A............................................ 11,665 1,216,673
Total S.A., Class B........................................ 11,850 927,325
-----------
6,176,267
- --------------------------------------------------------------------------------
GERMANY (5.3%)
Bayer AG................................................... 47,650 1,800,846
Bayer AG ADR............................................... 29,900 1,130,632
Commerzbank AG............................................. 40,000 897,258
Commerzbank AG ADR......................................... 21,600 967,801
-----------
4,796,537
- --------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
31
<PAGE>
MCKEE INTERNATIONAL EQUITY PORTFOLIO
PORTFOLIO OF INVESTMENTS--(CONTINUED)
October 31, 1996
<TABLE>
<CAPTION>
SHARES VALUE+
<S> <C> <C>
- --------------------------------------------------------------------------------
COMMON STOCKS--(CONTINUED)
- --------------------------------------------------------------------------------
HONG KONG (8.8%)
Cathay Pacific Airways Ltd............................... 835,000 $ 1,306,763
Cathay Pacific Airways Ltd. ADR.......................... 67,800 530,487
DSG International Ltd.................................... 71,916 827,034
*Guangshen Railway Co., Ltd. ADR......................... 60,000 1,117,500
Hong Kong Electric Holdings.............................. 240,000 768,266
Hong Kong Electric Holdings ADR.......................... 244,800 783,556
HSBC Holdings plc........................................ 23,100 484,891
HSBC Holdings plc (75p).................................. 108,000 2,200,034
-----------
8,018,531
- --------------------------------------------------------------------------------
IRELAND (3.2%)
*Elan Corp. plc ADR...................................... 106,820 2,964,255
- --------------------------------------------------------------------------------
ISRAEL (1.8%)
Teva Pharmaceutical Industries Ltd. ADR.................. 40,000 1,670,000
- --------------------------------------------------------------------------------
ITALY (1.1%)
*Montedison S.p.A. ...................................... 1,270,580 831,793
*Montedison S.p.A. ADR................................... 32,634 216,200
-----------
1,047,993
- --------------------------------------------------------------------------------
JAPAN (18.2%)
Amada Co., Ltd. ......................................... 78,000 672,118
Amada Co., Ltd. ADR...................................... 21,350 735,817
Credit Saison Co......................................... 79,500 1,838,433
Hitachi Ltd.............................................. 108,000 959,114
Hitachi Ltd. ADR......................................... 8,100 723,938
Ito-Yokado Co., Ltd...................................... 17,000 849,029
Ito-Yokado Co., Ltd. ADR................................. 4,700 935,300
Kao Corp................................................. 34,000 400,598
Kao Corp. ADR............................................ 6,428 757,299
Mitsubishi Electric Corp. ............................... 160,000 927,108
Mitsubishi Electric Corp. ADR............................ 14,400 834,323
Mitsui & Co., Ltd. ADR................................... 4,900 788,900
Mitsui Fire & Marine Insurance........................... 82,000 533,544
Mitsui Fire & Marine Insurance ADR....................... 10,630 691,594
</TABLE>
The accompanying notes are an integral part of the financial statements.
32
<PAGE>
MCKEE INTERNATIONAL EQUITY PORTFOLIO
PORTFOLIO OF INVESTMENTS--(CONTINUED)
October 31, 1996
<TABLE>
<CAPTION>
SHARES VALUE+
<S> <C> <C>
- -------------------------------------------------------------------------------
COMMON STOCKS--(CONTINUED)
- -------------------------------------------------------------------------------
JAPAN--(CONTINUED)
Nissan Motor Co., Ltd................................... 52,000 $ 393,669
Nissan Motor Co., Ltd. ADR.............................. 34,200 513,000
Sanwa Bank Ltd.......................................... 13,000 221,753
Sanwa Bank Ltd. ADR..................................... 4,000 682,257
Sony Corp. ADR.......................................... 13,320 804,195
Toyota Motor Corp....................................... 51,000 1,206,278
Toyota Motor Corp. ADR.................................. 23,584 1,114,344
-----------
16,582,611
- -------------------------------------------------------------------------------
KOREA (3.0%)
L.G. Electronics, Inc................................... 60,936 1,005,740
Pohang Iron & Steel Co., Ltd............................ 13,700 875,370
Pohang Iron & Steel Co., Ltd. ADR....................... 42,000 871,500
-----------
2,752,610
- -------------------------------------------------------------------------------
MEXICO (4.4%)
*Grupo Industrial Durango ADR........................... 257,000 2,794,875
Telefonos de Mexico S.A. ADR, Class L................... 39,800 1,213,900
-----------
4,008,775
- -------------------------------------------------------------------------------
NETHERLANDS (5.5%)
Akzo Nobel N.V.......................................... 22,715 2,861,964
Akzo Noble N.V. ADR..................................... 2,500 157,812
Philips Electronics N.V. ............................... 58,200 2,051,011
-----------
5,070,787
- -------------------------------------------------------------------------------
PHILIPPINES (0.6%)
Philippine Long Distance Telephone Co. ................. 8,500 510,194
- -------------------------------------------------------------------------------
PORTUGAL (1.1%)
Banco Comercial Portugues S.A. ......................... 34,900 433,399
Banco Comercial Portugues S.A. ADR...................... 42,820 524,545
-----------
957,944
- -------------------------------------------------------------------------------
SPAIN (3.5%)
Banco Santander S.A. ................................... 20,400 1,047,754
Repsol S.A. ............................................ 64,230 2,097,686
Repsol S.A. ADR......................................... 2,000 65,250
-----------
3,210,690
- -------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
33
<PAGE>
MCKEE INTERNATIONAL EQUITY PORTFOLIO
PORTFOLIO OF INVESTMENTS--(CONTINUED)
October 31, 1996
<TABLE>
<CAPTION>
SHARES VALUE+
<S> <C> <C>
- -------------------------------------------------------------------------------
COMMON STOCKS--(CONTINUED)
- -------------------------------------------------------------------------------
SWITZERLAND (3.2%)
Nestle S.A. ADR......................................... 17,000 $ 927,172
Nestle S.A. (Registered)................................ 1,835 1,996,082
-----------
2,923,254
- -------------------------------------------------------------------------------
UNITED KINGDOM (14.9%)
British Steel plc....................................... 751,300 2,090,510
British Steel plc ADR................................... 8,500 233,750
Carlton Communications plc.............................. 170,787 1,367,297
Carlton Communications plc ADR.......................... 29,500 1,202,125
Grand Metropolitan plc.................................. 156,270 1,178,605
Grand Metropolitan plc ADR.............................. 21,300 652,313
RTZ Corp. plc ADR....................................... 14,600 945,350
RTZ Corp. plc (Registered).............................. 79,780 1,275,467
SmithKline Beecham plc ADR.............................. 37,390 2,341,549
*Waste Management International plc..................... 417,500 1,902,205
*Waste Management International plc ADR................. 43,900 400,587
-----------
13,589,758
- -------------------------------------------------------------------------------
TOTAL COMMON STOCKS (99.2%)
(COST $85,748,857)..................................... 90,453,154
- -------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
34
<PAGE>
MCKEE INTERNATIONAL EQUITY PORTFOLIO
PORTFOLIO OF INVESTMENTS--(CONTINUED)
October 31, 1996
<TABLE>
<CAPTION>
FACE
AMOUNT VALUE+
- ------------------------------------------------------------------------------
<S> <C> <C>
SHORT-TERM INVESTMENT (0.6%)
- ------------------------------------------------------------------------------
REPURCHASE AGREEMENT (0.6%)
Chase Securities, Inc., 5.58%, dated 10/31/96, due
11/1/96, to be repurchased at $601,093, collateralized
by $580,933 of various U.S. Treasury Notes, 5.875%-
7.75%, due 3/31/99-11/30/99, valued at $601,001
(COST $601,000)....................................... $601,000 $ 601,000
- ------------------------------------------------------------------------------
TOTAL INVESTMENTS (99.8%)
(COST $86,349,857) (A)................................. 91,054,154
- ------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (0.2%)...................... 169,719
- ------------------------------------------------------------------------------
NET ASSETS (100%)........................................ $91,223,873
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
</TABLE>
+ See Note A to Financial Statements.
* Non-Income Producing Security.
ADR American Depositary Receipt
(a) The cost for federal income tax purposes was $86,355,424. At October 31,
1996, net unrealized appreciaton for all securities based on tax cost
was $4,698,730. This consisted of aggregate gross unrealized
appreciation for all securities of $11,937,446 and aggregate gross
unrealized depreciation for all securities of $7,238,716.
The accompanying notes are an integral part of the financial statements.
35
<PAGE>
MCKEE INTERNATIONAL EQUITY PORTFOLIO
PORTFOLIO OF INVESTMENTS--(CONTINUED)
October 31, 1996
At October 31, 1996, sector diversification of the Portfolio was as follows:
<TABLE>
<CAPTION>
% OF
NET MARKET
SECTOR DIVERSIFICATION (UNAUDITED) ASSETS VALUE
- -------------------------------------------------------------------------------
<S> <C> <C>
Automotive................................................. 3.1% $ 2,844,018
Banks...................................................... 5.5 5,040,284
Basic Resources............................................ 8.9 8,141,473
Beverages, Food & Tobacco.................................. 3.9 3,515,387
Broadcasting & Publishing.................................. 1.3 1,202,125
Capital Equipment.......................................... 12.3 11,206,955
Chemicals.................................................. 7.4 6,783,048
Consumer Durables.......................................... 9.0 8,252,315
Electronics................................................ 5.5 5,024,727
Energy..................................................... 9.4 8,566,732
Financial Services......................................... 9.0 8,197,148
Health Care................................................ 8.6 7,802,838
Home Furnishings & Appliances.............................. 0.9 804,195
Insurance.................................................. 0.6 533,544
Metals..................................................... 2.3 2,051,339
Multi-Industry............................................. 0.2 216,200
Retail..................................................... 1.0 935,300
Repurchase Agreement....................................... 0.7 601,000
Services................................................... 1.8 1,637,928
Telecommunications......................................... 2.8 2,581,197
Transportation............................................. 3.2 2,954,751
Utilities.................................................. 2.4 2,161,650
- -------------------------------------------------------------------------------
Total Investments........................................ 99.8% $91,054,154
Other Assets and Liabilities (Net)......................... 0.2 169,719
- -------------------------------------------------------------------------------
Net Assets............................................... 100.0% $91,223,873
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
36
<PAGE>
MCKEE PORTFOLIOS
STATEMENT OF ASSETS AND LIABILITIES
October 31, 1996
<TABLE>
<CAPTION>
MCKEE MCKEE MCKEE
U.S. DOMESTIC INTERNATIONAL
GOVERNMENT EQUITY EQUITY
PORTFOLIO PORTFOLIO PORTFOLIO
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
Investments, at Value
(Cost $22,537,696; $61,465,499;
$86,349,857, respectively)........... $22,816,578 $64,448,732 $91,054,154
Foreign Currency, at Value
(Cost $173,720)...................... -- -- 179,135
Cash................................... 640 305 468
Receivable for Portfolio Shares Sold... 12,295 165,841 1,387
Dividends Receivable................... -- 61,621 37,793
Foreign Withholding Tax Reclaim
Receivable........................... -- -- 72,449
Interest Receivable.................... 327,998 543 93
Other Assets........................... 3,838 1,743 233
- -------------------------------------------------------------------------------
Total Assets.......................... 23,161,349 64,678,785 91,345,712
- -------------------------------------------------------------------------------
LIABILITIES
Payable for Investments Purchased...... -- 2,431,533 --
Payable for Investment Advisory Fees... 8,350 32,990 55,046
Payable for Administrative Fees........ 7,304 8,371 13,839
Payable for Custodian Fees............. 2,803 5,878 25,868
Payable for Directors' Fees............ 632 753 901
Other Liabilities...................... 24,220 29,247 26,185
- -------------------------------------------------------------------------------
Total Liabilities..................... 43,309 2,508,772 121,839
- -------------------------------------------------------------------------------
NET ASSETS.............................. $23,118,040 $62,170,013 $91,223,873
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NET ASSETS CONSIST OF:
Paid in Capital........................ $22,824,028 $56,846,274 $85,371,982
Undistributed Net Investment Income.... 146,402 67,031 61,752
Accumulated Net Realized Gain (Loss)... (131,272) 2,273,475 1,082,642
Unrealized Appreciation................ 278,882 2,983,233 4,707,497
- -------------------------------------------------------------------------------
NET ASSETS.............................. $23,118,040 $62,170,013 $91,223,873
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
INSTITUTIONAL CLASS SHARES
Shares Issued and Outstanding
($0.001par value) (Authorized
25,000,000).......................... 2,185,220 4,647,807 8,644,787
Net Asset Value, Offering and
Redemption Price Per Share........... $ 10.58 $ 13.38 $ 10.55
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
37
<PAGE>
MCKEE PORTFOLIOS
STATEMENT OF OPERATIONS
For the Year Ended October 31, 1996
<TABLE>
<CAPTION>
MCKEE MCKEE MCKEE
U.S. DOMESTIC INTERNATIONAL
GOVERNMENT EQUITY EQUITY
PORTFOLIO PORTFOLIO PORTFOLIO
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends................. $ -- $ 652,628 $1,746,472
Interest.................. 973,470 52,220 84,851
Less: Foreign Taxes
Withheld................ -- -- (133,611)
- -------------------------------------------------------------------------------------
Total Income............. 973,470 704,848 1,697,712
- -------------------------------------------------------------------------------------
EXPENSES
Investment Advisory Fees--
Note B
Basic Fees............... $ 66,953 $238,237 618,081
Less: Fees Waived........ (18,140) 48,813 (15,445) 222,792 --
-------- --------
Administrative Fees--Note
C....................... 67,641 74,694 137,744
Custodian Fees--Note D.... 5,629 13,544 61,425
Audit Fees................ 11,495 12,589 13,632
Directors' Fees--Note G... 3,199 2,977 3,574
Registration and Filing
Fees.................... 17,924 23,067 26,576
Printing Fees............. 10,419 10,393 10,236
Other Expenses............ 4,266 5,080 18,358
- -------------------------------------------------------------------------------------
Total Expenses........... 169,386 365,136 889,626
Expense Offset--Note A.... (299) (1,441) (1,922)
- -------------------------------------------------------------------------------------
Net Expenses............. 169,087 363,695 887,704
- -------------------------------------------------------------------------------------
NET INVESTMENT INCOME...... 804,383 341,153 810,008
- -------------------------------------------------------------------------------------
NET REALIZED GAIN (LOSS)
ON:
Investments............... (129,588) 2,272,594 1,109,876
Foreign Exchange
Transactions............ -- -- (24,301)
- -------------------------------------------------------------------------------------
TOTAL NET REALIZED GAIN
(LOSS) ON INVESTMENTS AND
FOREIGN EXCHANGE
TRANSACTIONS............. (129,588) 2,272,594 1,085,575
- -------------------------------------------------------------------------------------
NET CHANGE IN UNREALIZED
APPRECIATION/DEPRECIATION
ON:
Investments............... 169,467 2,835,631 4,696,692
Foreign Exchange
Translation............. -- -- 3,201
- -------------------------------------------------------------------------------------
TOTAL NET CHANGE IN
UNREALIZED
APPRECIATION/DEPRECIATION.. 169,467 2,835,631 4,699,893
- -------------------------------------------------------------------------------------
NET GAIN (LOSS) ON
INVESTMENTS AND FOREIGN
EXCHANGE TRANSACTIONS.... 39,879 5,108,225 5,785,468
- -------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS
RESULTING FROM
OPERATIONS............... $ 844,262 $5,449,378 $6,595,476
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
38
<PAGE>
MCKEE U.S. GOVERNMENT PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR ENDED MARCH 2, 1995**
OCTOBER 31, TO
1996 OCTOBER 31, 1995
- ----------------------------------------------------------------------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net Investment Income............................. $ 804,383 $ 109,234
Net Realized Gain (Loss).......................... (129,588) 73,427
Net Change in Unrealized
Appreciation/Depreciation....................... 169,467 109,415
- ----------------------------------------------------------------------------------
Net Increase in Net Assets Resulting from
Operations..................................... 844,262 292,076
- ----------------------------------------------------------------------------------
DISTRIBUTIONS:
Net Investment Income............................. (688,019) (81,080)
Net Realized Gain................................. (73,227) --
- ----------------------------------------------------------------------------------
Total Distributions.............................. (761,246) (81,080)
- ----------------------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS: (1)
Issued--Regular................................... 16,987,714 6,209,516
--In Lieu of Cash Distributions................. 756,964 78,956
Redeemed.......................................... (778,902) (430,220)
- ----------------------------------------------------------------------------------
Net Increase from Capital Share Transactions..... 16,965,776 5,858,252
- ----------------------------------------------------------------------------------
Total Increase.................................... 17,048,792 6,069,248
Net Assets:
Beginning of Period............................... 6,069,248 --
- ----------------------------------------------------------------------------------
End of Period (including undistributed net
investment income of $146,402 and $27,954,
respectively)................................... $23,118,040 $6,069,248
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
(1)Shares Issued and Redeemed:
Shares Issued.................................... 1,622,458 597,331
In Lieu of Cash Distributions.................... 72,730 7,457
Shares Redeemed.................................. (74,046) (40,710)
- ----------------------------------------------------------------------------------
1,621,142 564,078
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
</TABLE>
** Commencement of Operations.
The accompanying notes are an integral part of the financial statements.
39
<PAGE>
MCKEE DOMESTIC EQUITY PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
MARCH 2, 1995**
YEAR ENDED TO
OCTOBER 31, OCTOBER 31,
1996 1995
- ----------------------------------------------------------------------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net Investment Income.............................. $ 341,153 $ 27,257
Net Realized Gain.................................. 2,272,594 161,135
Net Change in Unrealized
Appreciation/Depreciation........................ 2,835,631 147,602
- ----------------------------------------------------------------------------------
Net Increase in Net Assets Resulting from
Operations...................................... 5,449,378 335,994
- ----------------------------------------------------------------------------------
DISTRIBUTIONS:
Net Investment Income.............................. (279,306) (23,915)
Net Realized Gain.................................. (158,413) --
- ----------------------------------------------------------------------------------
Total Distributions............................... (437,719) (23,915)
- ----------------------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS: (1)
Issued--Regular.................................... 51,350,923 6,181,487
--In Lieu of Cash Distributions.................. 437,720 23,915
Redeemed........................................... (1,057,419) (90,351)
- ----------------------------------------------------------------------------------
Net Increase from Capital Share Transactions...... 50,731,224 6,115,051
- ----------------------------------------------------------------------------------
Total Increase..................................... 55,742,883 6,427,130
Net Assets:
Beginning of Period................................ 6,427,130 --
- ----------------------------------------------------------------------------------
End of Period (including undistributed net
investment income of $67,031 and $3,342,
respectively).................................... $62,170,013 $6,427,130
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
(1)Shares Issued and Redeemed:
Shares Issued...................................... 4,134,152 567,561
In Lieu of Cash Distributions...................... 35,299 2,131
Shares Redeemed.................................... (83,413) (7,923)
- ----------------------------------------------------------------------------------
4,086,038 561,769
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
</TABLE>
** Commencement of Operations.
The accompanying notes are an integral part of the financial statements.
40
<PAGE>
MCKEE INTERNATIONAL EQUITY PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31,
1996 1995
- ----------------------------------------------------------------------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net Investment Income................................. $ 810,008 $ 748,047
Net Realized Gain..................................... 1,085,575 1,574,817
Net Change in Unrealized Appreciation/Depreciation.... 4,699,893 (1,166,869)
- ----------------------------------------------------------------------------------
Net Increase in Net Assets Resulting from
Operations......................................... 6,595,476 1,155,995
- ----------------------------------------------------------------------------------
DISTRIBUTIONS:
Net Investment Income................................. (769,177) (609,199)
Net Realized Gain..................................... (1,669,691) --
- ----------------------------------------------------------------------------------
Total Distributions.................................. (2,438,868) (609,199)
- ----------------------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS: (1)
Issued--Regular....................................... 12,382,787 36,598,377
--In Lieu of Cash Distributions..................... 2,274,394 522,672
Redeemed.............................................. (2,482,687) (32,205)
- ----------------------------------------------------------------------------------
Net Increase from Capital Share Transactions......... 12,174,494 37,088,844
- ----------------------------------------------------------------------------------
Total Increase........................................ 16,331,102 37,635,640
Net Assets:
Beginning of Period................................... 74,892,771 37,257,131
- ----------------------------------------------------------------------------------
End of Period (including undistributed net investment
income of $61,752 and $41,376, respectively)........ $91,223,873 $74,892,771
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
(1)Shares Issued and Redeemed:
Shares Issued........................................ 1,200,799 3,831,599
In Lieu of Cash Distributions........................ 224,800 51,830
Shares Redeemed...................................... (244,706) (3,054)
- ----------------------------------------------------------------------------------
1,180,893 3,880,375
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
41
<PAGE>
MCKEE U.S. GOVERNMENT PORTFOLIO
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA & RATIOS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
MARCH 2, 1995**
YEAR ENDED TO
OCTOBER 31, OCTOBER 31,
1996 1995
- -------------------------------------------------------------------------------
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD............. $ 10.76 $10.00
- -------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income........................... 0.46 0.28
Net Realized and Unrealized Gain (Loss)......... (0.07)++ 0.71
- -------------------------------------------------------------------------------
Total From Investment Operations............... 0.39 0.99
- -------------------------------------------------------------------------------
DISTRIBUTIONS:
Net Investment Income........................... (0.44) (0.23)
Net Realized Gain............................... (0.13) --
- -------------------------------------------------------------------------------
Total Distributions............................ (0.57) (0.23)
- -------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD................... $ 10.58 $10.76
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
TOTAL RETURN+.................................... 3.77% 9.96%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands)............ $23,118 $6,069
Ratio of Expenses to Average Net Assets.......... 1.13% 0.89%*
Ratio of Net Investment Income to Average Net
Assets......................................... 5.39% 5.39%*
Portfolio Turnover Rate.......................... 83% 104%
- -------------------------------------------------------------------------------
Voluntary Waived Fees and Expenses Assumed by the
Adviser Per Share.............................. $ 0.01 $ 0.10
Ratio of Expenses to Average Net Assets Including
Expense Offsets................................ 1.13% 0.85%*
- -------------------------------------------------------------------------------
</TABLE>
* Annualized
** Commencement of Operations.
+ Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser during the periods.
++ The amount shown for the year ended October 31, 1996 for a share outstand-
ing throughout the period does not accord with the aggregate net gains on
investments for that period because of the timing of sales and repurchases
of Portfolio shares in relation to fluctuating market value of the invest-
ments of the Portfolio.
The accompanying notes are an integral part of the financial statements.
42
<PAGE>
MCKEE DOMESTIC EQUITY PORTFOLIO
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA & RATIOS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
MARCH 2, 1995**
YEAR ENDED TO
OCTOBER 31, OCTOBER 31,
1996 1995
- ------------------------------------------------------------------------------
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD.............. $ 11.44 $10.00
- ------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income............................ 0.10 0.08
Net Realized and Unrealized Gain................. 2.08 1.43
- ------------------------------------------------------------------------------
Total From Investment Operations................ 2.18 1.51
- ------------------------------------------------------------------------------
DISTRIBUTIONS:
Net Investment Income............................ (0.09) (0.07)
Net Realized Gain................................ (0.15) --
- ------------------------------------------------------------------------------
Total Distributions............................. (0.24) (0.07)
- ------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD.................... $ 13.38 $11.44
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
TOTAL RETURN+..................................... 19.31% 15.13%
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands)............. $62,170 $6,427
Ratio of Expenses to Average Net Assets........... 0.99% 1.08%*
Ratio of Net Investment Income to Average Net
Assets.......................................... 0.93% 1.12%*
Portfolio Turnover Rate........................... 42% 27%
Average Commission Rate#.......................... $0.0482 N/A
- ------------------------------------------------------------------------------
Voluntary Waived Fees and Expenses Assumed by the
Adviser Per Share............................... $ 0.00 $ 0.11
Ratio of Expenses to Average Net Assets Including
Expense Offsets................................. 0.99% 1.00%
- ------------------------------------------------------------------------------
</TABLE>
* Annualized
** Commencement of Operations.
+ Total return would have been lower had certain fees not been waived and ex-
penses assumed by the Adviser during the periods.
# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.
The accompanying notes are an integral part of the financial statements.
43
<PAGE>
MCKEE INTERNATIONAL EQUITY PORTFOLIO
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA & RATIOS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
YEARS ENDED MAY 26, 1994**
OCTOBER 31, TO
---------------- OCTOBER 31,
1996 1995 1994
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD........ $ 10.03 $ 10.40 $ 10.00
- ------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income...................... 0.09 0.11 0.04
Net Realized and Unrealized Gain (Loss).... 0.73 (0.39)+ 0.39
- ------------------------------------------------------------------------------
Total From Investment Operations.......... 0.82 (0.28) 0.43
- ------------------------------------------------------------------------------
DISTRIBUTIONS:
Net Investment Income...................... (0.09) (0.09) (0.03)
Net Realized Gain.......................... (0.21) -- --
- ------------------------------------------------------------------------------
Total Distributions....................... (0.30) (0.09) (0.03)
- ------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD.............. $ 10.55 $ 10.03 $ 10.40
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
TOTAL RETURN................................ 8.29% (2.69)% 4.31%
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands)....... $91,224 $74,893 $37,257
Ratio of Expenses to Average Net Assets..... 1.01% 0.97% 1.12%*
Ratio of Net Investment Income to Average
Net Assets................................ 0.92% 1.16% 0.97%*
Portfolio Turnover Rate..................... 9% 7% 11%
Average Commission Rate#.................... $0.0560 N/A N/A
- ------------------------------------------------------------------------------
Ratio of Expenses to Average Net Assets
Including Expense Offsets................. 1.01% 0.96% N/A
- ------------------------------------------------------------------------------
</TABLE>
* Annualized
** Commencement of Operations.
+ The amount shown for the year ended October 31, 1995 for a share outstand-
ing throughout the period does not accord with the aggregate net gains on
investments for that period because of the timing of sales and repurchases
of Portfolio shares in relation to fluctuating market value of the invest-
ments of the Portfolio.
# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.
The accompanying notes are an integral part of the financial statements.
44
<PAGE>
MCKEE PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS
UAM Funds, Inc. and UAM Funds Trust (collectively the "UAM Funds") are reg-
istered under the Investment Company Act of 1940, as amended. The McKee U.S.
Government Portfolio, McKee Domestic Equity Portfolio, and McKee International
Equity Portfolio (the "Portfolios"), portfolios of UAM Funds, Inc., are non-
diversified, open-end management investment companies. At October 31, 1996,
the UAM Funds were composed of forty active portfolios. The financial state-
ments of the remaining portfolios are presented separately. The objectives of
the McKee Portfolios are as follows:
MCKEE U.S. GOVERNMENT PORTFOLIO seeks to achieve a high level of current
income consistent with preservation of capital by investing primarily in
U.S. Treasury and Government agency securities.
MCKEE DOMESTIC EQUITY PORTFOLIO seeks to achieve a superior long-term
total return over a market cycle by investing primarily in equity securi-
ties of U.S. issuers.
MCKEE INTERNATIONAL EQUITY PORTFOLIO seeks to achieve a superior long-
term total return over a market cycle by investing primarily in the equity
securities of non-U.S. issuers.
A. SIGNIFICANT ACCOUNTING POLICIES: The following significant accounting
policies are in conformity with generally accepted accounting principles. Such
policies are consistently followed by the Portfolios in the preparation of its
financial statements. Generally accepted accounting principles may require
management to make estimates and assumptions that affect the reported amounts
and disclosures in the financial statements. Actual results may differ from
those estimates.
1. SECURITY VALUATION: Equity securities listed on a United States
securities exchange for which market quotations are readily available are
valued at the last quoted sales price as of the close of the exchange on
the day the valuation is made or, if no sale occurred on such day, at the
bid price on such day. Securities listed on a foreign exchange are valued
at their closing price. Price information on listed securities is taken
from the exchange where the security is primarily traded. Over-the-counter
and unlisted equity securities are valued not exceeding the current asked
prices nor less than the current bid prices. Fixed income securities are
stated on the basis of valuations provided by brokers and/or a pricing
service which uses information with respect to transactions in fixed
income securities, quotations from dealers, market transactions in
comparable securities and various relationships between securities in
determining value. Short-term investments that have remaining maturities
of sixty days or less at the time of purchase are valued at amortized
45
<PAGE>
MCKEE PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
cost, if it approximates market value. The value of other assets and
securities for which no quotations are readily available is determined in
good faith at fair value using methods determined by the Board of
Directors.
2. FEDERAL INCOME TAXES: It is the Portfolio's intention to qualify as a
regulated investment company under Subchapter M of the Internal Revenue
Code and to distribute all of its taxable income. Accordingly, no provi-
sion for Federal income taxes is required in the financial statements.
The McKee International Equity Portfolio may be subject to taxes imposed
by countries in which it invests. Such taxes are generally based on either
income or gains earned or repatriated. The McKee International Equity
Portfolio accrues such taxes when the related income is earned.
At October 31, 1996, the McKee U.S. Government Portfolio had available
$86,623 of capital loss carryover for Federal income tax purposes, which
will expire on October 31, 2004.
3. REPURCHASE AGREEMENTS: In connection with transactions involving re-
purchase agreements, the Portfolio's custodian bank takes possession of
the underlying securities, the value of which exceeds the principal amount
of the repurchase transaction, including accrued interest. To the extent
that any repurchase transaction exceeds one business day, the value of the
collateral is monitored on a daily basis to determine the adequacy of the
collateral. In the event of default on the obligation to repurchase, the
Portfolios have the right to liquidate the collateral and apply the pro-
ceeds in satisfaction of the obligation. In the event of default or bank-
ruptcy by the other party to the agreement, realization and/or retention
of the collateral or proceeds may be subject to legal proceedings.
Pursuant to an Exemptive Order issued by the Securities and Exchange
Commission, the UAM Funds may transfer their daily uninvested cash bal-
ances into a joint trading account which invests in one or more repurchase
agreements. This joint repurchase agreement is covered by the same collat-
eral requirements as discussed above.
4. FOREIGN CURRENCY TRANSLATION: The books and records of the McKee
International Equity Portfolio are maintained in U.S. dollars. Investment
securities and other assets and liabilities denominated in a foreign
currency are translated into U.S. dollars on the date of valuation. The
McKee International Equity Portfolio does not isolate that portion of
realized or unrealized gains and losses resulting from changes in the
foreign exchange rate from fluctuations arising from changes in the market
prices of the
46
<PAGE>
MCKEE PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
securities. These gains and losses are included in net realized and
unrealized gain and loss on investments on the statement of operations.
Net realized and unrealized gains and losses on foreign currency
transactions represent net foreign exchange gains or losses from forward
foreign currency exchange contracts, disposition of foreign currencies,
currency gains or losses realized between trade and settlement dates on
securities transactions and the difference between the amount of the
investment income and foreign withholding taxes recorded on the McKee
International Equity Portfolio's books and the U.S. dollar equivalent
amounts actually received or paid.
5. FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS: The McKee International
Equity Portfolio may enter into forward foreign currency exchange con-
tracts to protect the value of securities held and related receivables and
payables against changes in future foreign exchange rates. A forward cur-
rency contract is an agreement between two parties to buy and sell cur-
rency at a set price on a future date. The market value of the contract
will fluctuate with changes in currency exchange rates. The contract is
marked-to-market daily using the current forward rate and the change in
market value is recorded by the McKee International Equity Portfolio as
unrealized gain or loss. The McKee International Equity Portfolio recog-
nizes realized gain or loss when the contract is closed, equal to the dif-
ference between the value of the contract at the time it was opened and
the value at the time it was closed. Risks may arise upon entering into
these contracts from the potential inability of counterparties to meet the
terms of their contracts and are generally limited to the amount of
unrealized gain on the contracts, if any, at the date of default. Risks
may also arise from the unanticipated movements in the value of a foreign
currency relative to the U.S. dollar.
6. DISTRIBUTIONS TO SHAREHOLDERS: Each Portfolio will normally distrib-
ute substantially all of its net investment income quarterly. Any realized
net capital gains will be distributed annually. All distributions are re-
corded on ex-dividend date.
The amount and character of income and capital gain distributions to be
paid are determined in accordance with Federal income tax regulations
which may differ from generally accepted accounting principles. These dif-
ferences are primarily due to differing book and tax treatments in the
timing of the recognition of gains or losses on investments and for for-
eign currency transactions.
47
<PAGE>
MCKEE PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Permanent book and tax basis differences relating to shareholder distri-
butions resulted in reclassifications as follows:
<TABLE>
<CAPTION>
UNDISTRIBUTED ACCUMULATED
NET INVESTMENT NET REALIZED
MCKEE PORTFOLIOS INCOME GAIN (LOSS)
---------------- -------------- ------------
<S> <C> <C>
U.S. Government.................................. $ 2,084 $(2,084)
Domestic Equity.................................. $ 1,842 $(1,842)
International Equity............................. $(20,455) $20,455
</TABLE>
Current year permanent book-tax differences are not included in ending
undistributed net investment income (loss) for the purpose of calculating
net investment income (loss) per share in the financial highlights.
7. OTHER: Security transactions are accounted for on trade date, the
date the trade was executed. Costs used in determining realized gains and
losses on the sale of investment securities are based on the specific
identification method. Dividend income is recorded on the ex-dividend
date, except that certain dividends from foreign securities are recorded
as soon as the McKee International Equity Portfolio is informed of the ex-
dividend date. Interest income is recognized on the accrual basis. Dis-
counts and premiums on securities purchased are amortized using the effec-
tive yield basis over their respective lives. Most expenses of the UAM
Funds can be directly attributed to a particular portfolio. Expenses which
cannot be directly attributed are apportioned among the portfolios of the
UAM Funds based on their relative net assets. Additionally, certain ex-
penses are apportioned among the portfolios of the UAM Funds and AEW Com-
mercial Mortgage Securities Fund, Inc. ("AEW"), an affiliated closed-end
management investment company, based on their relative net assets. Custo-
dian fees for the Portfolios have been increased to include expense off-
sets for custodian balance credits.
B. ADVISORY SERVICES: Under the terms of an investment advisory agreement,
C.S. McKee & Co., Inc. (the "Adviser"), a wholly-owned subsidiary of United
Asset Management Corporation ("UAM"), provides investment advisory services to
the Portfolios at a fee calculated at an annual rate of 0.45%, 0.65% and 0.70%
of average daily net assets for the McKee U.S. Government Portfolio, McKee Do-
mestic Equity Portfolio and McKee International Equity Portfolio, respective-
ly. Effective March 1, 1996, the Adviser has discontinued waiving a portion of
its advisory fees and assuming expenses for the McKee U.S. Government Portfo-
lio and McKee Domestic Equity Portfolio. Prior to March 1, 1996, the Adviser
had voluntarily agreed to waive a portion of its advisory fees and to assume
expenses, if necessary, in order to keep the Portfolio's total annual operat-
ing expenses, after
48
<PAGE>
MCKEE PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
the effect of expense offset arrangements, from exceeding 0.85% and 1.00% of
average daily net assets for the McKee U.S. Government Portfolio and McKee Do-
mestic Equity Portfolio, respectively.
C. ADMINISTRATION SERVICES: Effective April 15, 1996, UAM Fund Services,
Inc. (the "Administrator"), a wholly-owned subsidiary of UAM, provides and
oversees administrative, fund accounting, dividend disbursing and transfer
agent services to the UAM Funds and AEW under a Fund Administration Agreement
(the "Agreement"). Pursuant to the Agreement, the Administrator is entitled to
receive annual fees, computed daily and payable monthly, of 0.19% of the first
$200 million of the combined aggregate net assets; plus 0.11% of the next $800
million of the combined aggregate net assets; plus 0.07% of the next $2 bil-
lion of the combined aggregate net assets; plus 0.05% of the combined aggre-
gate net assets in excess of $3 billion. The fees are allocated among the
portfolios of the UAM Funds and AEW on the basis of their relative net assets
and are subject to a graduated minimum fee schedule per portfolio which rises
from $2,000 per month, upon inception of a portfolio, to $70,000 annually af-
ter two years. For Portfolios with more than one class of shares, the minimum
annual fee increases to $90,000. In addition, the Administrator receives a
Portfolio-specific monthly fee of 0.04%, 0.04% and 0.06% of average daily net
assets for the McKee U.S. Government Portfolio, McKee Domestic Equity Portfo-
lio, and McKee International Equity Portfolio, respectively. Also effective
April 15, 1996, the Administrator has entered into a Mutual Funds Service
Agreement with Chase Global Funds Services Company ("CGFSC"), an affiliate of
The Chase Manhattan Bank, under which CGFSC agrees to provide certain servic-
es, including but not limited to, administration, fund accounting, dividend
disbursing and transfer agent services. Pursuant to the Mutual Funds Service
Agreement, the Administrator pays CGFSC a monthly fee. For the period April
15, 1996 to October 31, 1996, UAM Fund Services, Inc. earned the following
amounts from the Portfolios as Administrator and paid the following portion to
CGFSC:
<TABLE>
<CAPTION>
ADMINISTRATION PORTION PAID
MCKEE PORTFOLIOS FEES TO CGFSC
- ---------------- -------------- ------------
<S> <C> <C>
U.S. Government..................................... $44,650 $40,022
Domestic Equity..................................... 50,173 38,491
International Equity................................ 86,466 56,555
</TABLE>
Prior to April 15, 1996, CGFSC, served as the administrator to the UAM Funds
and AEW. For its services as administrator CGFSC received annual fees, com-
puted daily and payable monthly, based on the combined aggregate average daily
net assets of the UAM Funds and AEW, as follows: 0.20% of the first $200
49
<PAGE>
MCKEE PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
million of the combined aggregate net assets; plus 0.12% of the next $800 mil-
lion of the combined aggregate net assets; plus 0.08% of the combined aggre-
gate net assets in excess of $1 billion but less than $3 billion; plus 0.06%
of the combined aggregate net assets in excess of $3 billion. The fees were
allocated among the portfolios of the UAM Funds and AEW on the basis of their
relative net assets and were subject to a graduated minimum fee schedule per
portfolio which rose from $2,000 per month, upon inception of a portfolio, to
$70,000 annually after two years. For the period November 1, 1995 to April 15,
1996, CGFSC earned the following amounts from the Portfolios as Administrator:
<TABLE>
<CAPTION>
ADMINISTRATION
MCKEE PORTFOLIOS FEES
- ---------------- --------------
<S> <C>
U.S. Government.................................................. $22,991
Domestic Equity.................................................. 24,521
International Equity............................................. 51,278
</TABLE>
D. CUSTODIAN: Effective July 17, 1996, The Chase Manhattan Bank (the
"Bank"), an affiliate of CGFSC, is custodian for the Portfolios' assets held
in accordance with the custodian agreement. For the period July 17, 1996 to
October 31, 1996, the amount charged to the Portfolios by the Bank aggregated
the following:
<TABLE>
<CAPTION>
CUSTODIAN
MCKEE PORTFOLIOS FEES
- ---------------- ---------
<S> <C>
U.S. Government....................................................... $ 1,977
Domestic Equity....................................................... 4,037
International Equity.................................................. 18,333
</TABLE>
As of October 31, 1996, all of these amounts are unpaid.
E. DISTRIBUTION SERVICES: UAM Fund Distributors, Inc. (the "Distributor"), a
wholly-owned subsidiary of UAM, distributes the shares of the Portfolios. The
Distributor does not receive any fee or other compensation with respect to the
Portfolios.
F. PURCHASES AND SALES: For the year ended October 31, 1996, purchases and
sales of investment securities other than long-term U.S. Government securities
and short-term securities were:
<TABLE>
<CAPTION>
MCKEE PORTFOLIOS PURCHASES SALES
- ---------------- ----------- -----------
<S> <C> <C>
U.S. Government......................................... $ 4,781,420 $ 799,194
Domestic Equity......................................... $64,876,783 $15,268,198
International Equity.................................... $17,794,935 $ 7,495,055
</TABLE>
50
<PAGE>
MCKEE PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Purchases and sales of long-term U.S. Government securities were $23,907,124
and $10,646,817, respectively, for the McKee U.S. Government Portfolio. There
were no long-term purchases and sales of U.S. Government securities for the
McKee Domestic Equity and the McKee International Equity Portfolios.
G. DIRECTORS' FEES: Each Director, who is not an officer or affiliated per-
son, receives $2,000 per meeting attended, which is allocated proportionally
among the active portfolios of UAM Funds and AEW, plus a quarterly retainer of
$150 for each active portfolio of the UAM Funds and AEW, and reimbursement of
expenses incurred in attending Board meetings.
H. LINE OF CREDIT: The Portfolios, along with certain other portfolios of
UAM Funds, collectively entered into an agreement which enables them to par-
ticipate in a $100 million unsecured line of credit with several banks.
Borrowings will be made solely to temporarily finance the repurchase of Capi-
tal shares. Interest is charged to each participating Portfolio based on its
borrowings at a rate per annum equal to the Federal Funds rate plus 0.75%. In
addition, a commitment fee of 1/10th of 1% per annum, payable at the end of
each calendar quarter, is accrued by each participating Portfolio based on its
average daily unused portion of the line of credit. During the year ended Oc-
tober 31, 1996, the Portfolios had no borrowings under the agreement.
I. OTHER: At October 31, 1996, the percentage of total shares outstanding
held by record shareholders owning 10% or greater of the aggregate total
shares outstanding for each Portfolio was as follows:
<TABLE>
<CAPTION>
NO. OF %
MCKEE PORTFOLIOS SHAREHOLDERS OWNERSHIP
- ---------------- ------------ ---------
<S> <C> <C>
U.S. Government.......................................... 1 75.6%
Domestic Equity.......................................... 2 75.7%
International Equity..................................... 4 51.2%
</TABLE>
At October 31, 1996, the net assets of the McKee International Equity Port-
folio was substantially composed of foreign denominated securities and/or cur-
rency. Changes in currency exchange rates will affect the value of and invest-
ment income from such securities and currency.
Foreign security and currency transactions may involve certain considera-
tions and risks not typically associated with those of U.S. dollar denominated
transactions as a result of, among other factors, the possibly lower level of
governmental supervision and regulation of foreign securities markets and the
possibility of political or economic instability.
51
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of UAM Funds, Inc. and the Shareholders of
McKee U.S. Government Portfolio
McKee Domestic Equity Portfolio
McKee International Equity Portfolio
In our opinion, the accompanying statements of assets and liabilities, in-
cluding the portfolios of investments, and the related statements of opera-
tions and of changes in net assets and the financial highlights present fair-
ly, in all material respects, the financial position of McKee U.S. Government
Portfolio, McKee Domestic Equity Portfolio, and McKee International Equity
Portfolio (the "Portfolios"), Portfolios of the UAM Funds, Inc., at October
31, 1996, and the results of each of their operations, the changes in each of
their net assets and the financial highlights for the periods indicated, in
conformity with generally accepted accounting principles. These financial
statements and financial highlights (hereafter referred to as "financial
statements") are the responsibility of the Portfolios' management; our respon-
sibility is to express an opinion on these financial statements based on our
audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and per-
form the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presenta-
tion. We believe that our audits, which included confirmation of securities at
October 31, 1996 by correspondence with the custodians and brokers and the ap-
plication of alternative auditing procedures where confirmations from brokers
were not received, provide a reasonable basis for the opinion expressed above.
Price Waterhouse LLP
Boston, Massachusetts
December 9, 1996
- -------------------------------------------------------------------------------
FEDERAL INCOME TAX INFORMATION (UNAUDITED):
Foreign taxes accrued during the fiscal year ended October 31, 1996 the Mc-
Kee International Equity Portfolio amounting to $133,611 are expected to be
passed through to the shareholders as foreign tax credits on Form 1099 Divi-
dend for the year ending December 31, 1996, which shareholders of the McKee
International Equity Portfolio will receive in late January 1997. In addition,
for the year ended October 31, 1996, gross income derived from sources within
foreign countries amounted to $1,746,748 for the McKee International Equity
Portfolio.
For the year ended October 31, 1996, the percentage of dividends paid that
qualify for the 70% dividend received deduction for corporate shareholders was
21.2% and 0.9% for the McKee Domestic Equity Portfolio and McKee International
Equity Portfolio, respectively.
52
<PAGE>
APPENDIX -- DESCRIPTION OF SECURITIES AND RATINGS
DESCRIPTION OF CORPORATE BOND RATINGS
MOODY'S INVESTORS SERVICE, INC. CORPORATE BOND RATINGS:
Aaa -- Bonds which are rated Aaa are judged to be the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt-edge." Interest payments are protected by a large or by an exceptionally
stable margin, and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.
Aa -- Bonds which are rated Aa are judged to be of high quality by all stan-
dards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protec-
tive elements may be of greater amplitude or there may be other elements pres-
ent which make the long-term risks appear somewhat larger than in Aaa securi-
ties.
Moody's applies numerical modifiers 1, 2 and 3 in the Aa and A rating cate-
gories. The modifier 1 indicates that the security ranks at a higher end of
the rating category, modifier 2 indicates a mid-range rating and the modifier
3 indicates that the issue ranks at the lower end of the rating category.
A -- Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving se-
curity to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.
Baa -- Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Ba -- Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of in-
terest and principal payments may be very moderate, and thereby not well safe-
guarded during both good and bad times over the future. Uncertainty of posi-
tion characterizes bonds in this class.
B -- Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
A-1
<PAGE>
Caa -- Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal
or interest.
Ca -- Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked short-
comings.
C -- Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.
STANDARD & POOR'S CORPORATION CORPORATE BOND RATINGS:
AAA -- Bonds rated AAA have the highest rating assigned by Standard & Poor's
to a debt obligation and indicate an extremely strong capacity to pay princi-
pal and interest.
AA -- Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only to a small degree.
A -- Bonds rated A have a strong capacity to pay interest and repay princi-
pal although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than bonds in higher rated
categories.
BBB -- Debt rated BBB is regarded as having an adequate capacity to pay in-
terest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than for debt in higher rated categories.
BB, B, CCC, CC -- Debt rated BB, B, CCC and CC is regarded, on balance, as
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and CC the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse con-
ditions.
C -- The rating C is reserved for income bonds on which no interest is being
paid.
D -- Debt rated D is in default, and payment of interest and/or repayment of
principal is in arrears.
A-2
<PAGE>
PART C
UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)
POST-EFFECTIVE AMENDMENT NO. 44
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(A) Financial Statements
Incorporated by reference to Post-Effective Amendment No. 43 (in Part
A) for the classes of shares listed below are "Financial Highlights"
for the period from the date indicated to the fiscal year ended
October 31, 1996:
<TABLE>
<S> <C>
Acadian International Equity Portfolio Institutional Class Shares (March 29, 1993)
Acadian Emerging Markets Portfolio Institutional Class Shares (June 17, 1993)
C & B Balanced Portfolio Institutional Class Shares (December 29, 1989)
C & B Equity Portfolio Institutional Class Shares (May 15, 1990)
DSI Disciplined Value Portfolio Institutional Class Shares (December 12, 1989)
DSI Limited Maturity Bond Portfolio Institutional Class Shares (December 18, 1989)
DSI Money Market Portfolio Institutional Class Shares (December 28, 1989)
FMA Small Company Portfolio Institutional Class Shares (July 31, 1991)
ICM Equity Portfolio Institutional Class Shares (October 1, 1993)
ICM Fixed Income Portfolio Institutional Class Shares (November 3, 1992)
ICM Small Company Portfolio Institutional Class Shares (April 19, 1989)
McKee U.S. Government Portfolio Institutional Class Shares (March 2, 1995)
McKee Domestic Equity Portfolio Institutional Class Shares (March 2, 1995)
McKee International Equity Portfolio Institutional Class Shares (May 26, 1994)
NWQ Balanced Portfolio Institutional Class Shares (August 2, 1994)
NWQ Value Equity Portfolio Institutional Class Shares (September 21, 1994)
NWQ Balanced Portfolio Institutional Service Class Shares (January 22, 1996)
Rice, Hall, James Small Cap Portfolio Institutional Class Shares (July 1, 1994)
Sirach Fixed Income Portfolio Institutional Class Shares (December 1, 1993)
Sirach Growth Portfolio Institutional Class Shares (December 1, 1993)
Sirach Short-Term Reserves Portfolio Institutional Class Shares (December 1, 1993)
Sirach Strategic Balanced Portfolio Institutional Class Shares (December 1, 1993)
Sirach Special Equity Portfolio Institutional Class Shares (October 2, 1989)
Sirach Equity Portfolio Institutional Class Shares (July 1, 1996)
Sirach Growth Portfolio Institutional Service Class Shares (March 22, 1996)
Sirach Special Equity Portfolio Institutional Service Class Shares (March 22, 1996)
SAMI Preferred Stock Income Portfolio Institutional Class Shares (June 23, 1992)
Sterling Partners' Balanced Portfolio Institutional Class Shares (March 15, 1991)
Sterling Partners' Equity Portfolio Institutional Class Shares (March 15, 1991)
Sterling Partners' Short-Term Fixed Income Portfolio Institutional Class Shares (February 10, 1992)
TS&W Equity Portfolio Institutional Class Shares (July 17, 1992)
TS&W Fixed Income Portfolio Institutional Class Shares (July 17, 1992)
TS&W International Equity Portfolio Institutional Class Shares (December 18, 1992)
</TABLE>
<PAGE>
Included in Part B:
The following Financial Statements are included in this
Post-Effective Amendment No. 44:
McKee U.S. Government Portfolio Institutional Class Shares
McKee Domestic Equity Portfolio Institutional Class Shares
McKee International Equity Portfolio Institutional Class Shares
Incorporated by reference to the Annual Reports for the Fund, each
dated October 31, 1996, filed electronically pursuant to Section
30(b)(2) of the Investment Company Act of 1940, as amended,
(Accession Number: 0000950109-96-008722) are the following:
Acadian International Equity Portfolio
Acadian Emerging Markets Portfolio
C & B Balanced Portfolio
C & B Equity Portfolio
DSI Disciplined Value Portfolio
DSI Limited Maturity Bond Portfolio
DSI Money Market Portfolio
FMA Small Company Portfolio
ICM Equity Portfolio
ICM Fixed Income Portfolio
ICM Small Company Portfolio
NWQ Balanced Portfolio
NWQ Value Equity Portfolio
Rice, Hall, James Small Cap Portfolio
Sirach Fixed Income Portfolio
Sirach Growth Portfolio
Sirach Short-Term Reserves Portfolio
Sirach Strategic Balanced Portfolio
Sirach Special Equity Portfolio
Sirach Equity Portfolio
SAMI Preferred Stock Income Portfolio
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio
Sterling Partners' Short-Term Fixed Income Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio
The Financial Statements for the above-referenced Portfolios for the time
periods set forth in each Portfolio's Annual Report dated October 31, 1996
include:
(a) Statement of Net Assets as of October 31, 1996;
(b) Statement of Operations for the period ended October 31, 1996;
(c) Statement of Changes in Net Assets for the period ended October
31, 1996;
(d) Financial Highlights as of October 31, 1996;
(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, PEA#41, PEA#42, Filed
herewith
2. By-Laws Pre EA
3. Voting Trust Agreement Not Applicable
4. Specimen of Securities PEA #1, PEA #2, PEA #12, PEA
#13, PEA #16, PEA #19, PEA #21,
PEA #24, PEA# 25, PEA#33,
PEA#37, PEA#39, PEA#40, PEA#41,
PEA#42, Filed herewith
5. Investment Advisory Agreements RS, Pre EA, PEA #1, PEA #2, PEA
#5, PEA #7, PEA #12, PEA #13,
PEA #16, PEA #19, PEA #21, PEA
#24, PEA# 25, PEA#31, PEA#33,
PEA#37, PEA#40, PEA#41, PEA#42,
Filed herewith
6. Distribution Agreement PEA #2
Form of Amended and Restated
Distribution Agreement between
RFI Distributors and The Regis
Fund, Inc. PEA #28
7. Directors' and Officers'
Contracts and Programs Not Applicable
8. Custody Agreements
A. Custodian Agreement Pre EA
B. Corporate Custody Agreement PEA #2
C. Global Custody Agreement Filed herewith
9. Other Material Contracts
A. Fund Administration
Agreement between UAM
Funds, Inc. and UAM Fund
Services, Inc. PEA #40
B. Mutual Funds Service Agreement
between UAM Fund Services, Inc. and
Chase Global Funds Services Company PEA #40
<PAGE>
INCORPORATED BY
EXHIBIT REFERENCE TO (LOCATION):
------- -----------------------------
10. Opinion and Consent of Counsel Pre EA
11. Other Opinions and Consents
A. Consent of Independent Accountants
with respect to 1996 Annual Reports PEA#43
B. Consent of Independent Accountants
with resepct to 1996 Annual Reports
for the McKee Portfolios Filed herewith
12. Other Financial Statements Not applicable
A. 1996 Annual Reports PEA#43
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 Schedules
for the period ended October 31, 1996 Filed herewith
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, 1996 PEA#43
B. October 31, 1996 (for McKee Portfolios) Filed herewith
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
Registrant is not controlled by or under common control with any person.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES (December 31, 1996).
<TABLE>
<CAPTION>
<S> <C>
Acadian Emerging Markets Portfolio Institutional Class Shares............................... 30
Acadian International Equity Portfolio Institutional Class Shares........................... 15
C&B Balanced Portfolio Institutional Class Shares........................................... 53
C&B Equity Portfolio Institutional Class Shares............................................. 186
DSI Disciplined Value Portfolio Institutional Class Shares.................................. 62
DSI Limited Maturity Bond Portfolio Institutional Class Shares.............................. 36
DSI Money Market Portfolio Institutional Class Shares....................................... 55
FMA Small Company Portfolio Institutional Class Shares...................................... 48
ICM Fixed Income Portfolio Institutional Class Shares....................................... 34
</TABLE>
<PAGE>
<TABLE>
<S> <C>
ICM Small Company Portfolio Institutional Class Shares.......................................... 247
ICM Equity Portfolio Institutional Class Shares................................................. 30
SAMI Preferred Stock Income Portfolio Institutional Class Shares................................ 18
Sirach Special Equity Portfolio Institutional Class Shares...................................... 182
Sirach Strategic Balanced Portfolio Institutional Class Shares.................................. 69
Sirach Growth Portfolio Institutional Class Shares.............................................. 111
Sirach Fixed Income Portfolio Institutional Class Shares........................................ 35
Sirach Short-Term Reserves Portfolio Institutional Class Shares................................. 33
Sirach Equity Portfolio Institutional Class Shares.............................................. 18
Sterling Partners' Balanced Portfolio Institutional Class Shares................................ 135
Sterling Partners' Equity Portfolio Institutional Class Shares.................................. 100
Sterling Partners' Short-Term Fixed-Income Portfolio Institutional Class Shares................. 70
TS&W Equity Portfolio Institutional Class Shares................................................ 242
TS&W Fixed Income Portfolio Institutional Class Shares.......................................... 161
TS&W International Equity Portfolio Institutional Class Shares.................................. 380
McKee U.S. Government Portfolio Institutional Class Shares...................................... 19
McKee Domestic Equity Portfolio Institutional Class Shares...................................... 21
McKee International Equity Portfolio Institutional Class Shares................................. 38
NWQ Balanced Portfolio Institutional Class Shares............................................... 19
NWQ Balanced Portfolio Institutional Service Class Shares....................................... 13
NWQ Value Equity Portfolio Institutional Class Shares........................................... 18
Rice, Hall, James Small Cap Portfolio Institutional Class Shares................................ 190
Enhanced Monthly Income Portfolio Institutional Class Shares.................................... 0
NWQ Value Equity Portfolio Institutional Service Class Shares *................................. 0
Sirach Special Equity Portfolio Institutional Service Class Shares.............................. 6
Sirach Strategic Balanced Portfolio Institutional Service Class Shares *........................ 0
Sirach Growth Portfolio Institutional Service Class Shares...................................... 8
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
HJMC Equity Portfolio Institutional Class Shares *.............................................. 0
TOTAL........................................................................................... 2,682
</TABLE>
* Portfolio has been authorized for sale of shares but has yet to begin
operations.
ITEM 27. INDEMNIFICATION
Reference is made to Article NINTH of the Registrant's Articles of
Incorporation, which was filed as Exhibit No. 1 to the Registrant's initial
registration statement. Insofar as indemnification for liability arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provision, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefor, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS
Reference is made to the captions "Investment Adviser" and "Administrative
Services" in the Prospectuses constituting Part A of this Registration Statement
and "Management of the Fund" and "Investment Adviser" in Part B of this
Registration Statement.
Acadian Asset Management, Inc.
Listed below are the executive officers and directors of Acadian Asset
Management, Inc. ("AAM"). The business address of AAM is Two International
Place - 26th Floor, Boston, Massachusetts 02110. No officer or director of AAM
has any other affiliation with the Registrant.
Dr. Gary L. Bergstrom, President and Director
Ronald D. Frashure, Executive Vice President and Director
John R. Chisholm, Senior Vice President
Stella M. Hammond, Senior Vice President
Churchill G. Franklin, Senior Vice President
Richard O. Michaud, Senior Vice President
Matthew V. Pierce, Senior Vice President
James W. Graves, Senior Vice President
Cooke & Bieler, Inc.
Listed below are the executive officers and directors of Cooke & Bieler,
Inc. ("C&B"). The business address of C&B is 1700 Market Street, Philadelphia,
Pennsylvania 19103. No officer or Director of C&B has any other affiliation with
the Registrant.
James C. A. McClennon, Partner and Director
Robert B. Arthur, Partner and Director
Walter W. Grant, Partner and Director
Charles E. Haldeman, Partner and Director
John J. Medveckis, Partner and Director
Russell G. Redenbaug, Partner and Director
Ronald D. Henrikisen, Director
Robert R. Glauber, Director
R. James O'Neil, Vice President
Bruce A. Smith, Vice President
Peter A. Thompson, Vice President
Kermit S. Eck, Vice President
Michael M. Meyer, Vice President
Dewey Square Investors Corporation
Listed below are the executive officers and directors of Dewey Square
Investors Corporation ("DSI"). The business address of DSI is One Financial
Center, Boston, Massachusetts 02111. Mr. Whitman is a director of the
Registrant. No other officer or director of DSI has any other affiliation with
the Registrant.
Peter M. Whitman, Jr., President
Ronald L. McCullough, Vice President
G.A. David Gray, Vice President
Eva S. Dewitz, Vice President
Marilyn R. Stegner, Secretary and Treasurer
<PAGE>
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
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
<PAGE>
NWQ Investment Management Company
Listed below are the executive officers and directors of NWQ Investment
Management Company, Inc. ("NWQ"). The business address of NWQ is 655 South Hope
Street, 11th Floor, Los Angeles, California 90017. No officer or director of
NWQ has any other affiliation with the Registrant.
David A. Polak, President and Director
Edward C. Friedel, Jr., Director and Managing Director
James P. Owen, Managing Director
James H. Galbreath, Director and Managing Director
Mary-Gene Slaven, Clerk, CFO, COO and Managing Director
Michael C. Mendez, Managing Director
Phyllis G. Thomas, Managing Director
Paul R. Guastamacchio, Vice President and Portfolio Manager
Martin Pollack, Vice President and Portfolio Manager
Thomas J. Laird, Vice President and Portfolio Manager
Justin T. Clifford, Vice President
Jeffrey M. Cohen, Vice President and Portfolio Manager
Karen S. McCue, Vice President and Director of Institutional Marketing
Ronald R. Sternal, Vice President
Ronald R. Halverson, Vice President
Kathy Seraff, Vice President
Rice, Hall, James & Associates
Listed below are the executive officers and directors of Rice, Hall, James
& Associates ("RHJ"). The business address of RHJ is 600 West Broadway, Suite
1000, San Diego, California 92101. No officer or director of RHJ has any other
affiliation with the Registrant.
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
<PAGE>
Spectrum Asset Management, Inc.
Listed below are the executive officers and directors of Spectrum Asset
Management, Inc. ("SAMI"). The business address of SAMI is 4 High Ridge Park,
Stamford, Connecticut 06905. No officer or director of SAMI has any other
affiliation with the Registrant.
Scott T. Fleming, Chairman of the Board and Chief Financial Officer
Bernard M. Sussman, Senior Vice President
L. Phillip Jacoby, IV, Vice President - Portfolio Management
Margaret S. Gilliland, Vice President
Patrick G. Hurley, Hedge Manager
Sterling Capital Management Company
Listed below are the executive officers and directors of Sterling Capital
Management Company ("Sterling"). The business address of Sterling is One First
Union Center, 301 S. College Street, Suite 3200, Charlotte, NC 28246. No officer
or director of Sterling has any other affiliation with the Registrant.
W. Olin Nisbet, III, Chairman and Chief Executive Officer
Mark W. Whalen, President
David M. Ralston, Chief Investment Officer
J. Calvin Rivers, Executive Vice President
Harry F. Wolfe, Jr., Senior Vice President
Alexander W. McAlister, Senior Vice President
James R. Norris, Senior Vice President
Brian R. Walton, Senior Vice President
Eduardo A. Brea, Vice President
Mary D. Chaney, Vice President and Secretary/Treasurer
Rebecca G. Douglass, Vice President
Mary Weeks Frutain, Vice President
Esther L. Glenn Vice President
Thompson, Siegel & Walmsley, Inc.
Listed below are the executive officers and directors of Thompson, Siegel
and Walmsley, Inc. ("TS&W"). The business address of TS&W is 5000 Monument
Avenue, Richmond, Virginia 23230. No officer or director of TS&W has any other
affiliation with the Registrant.
John T. Siegel, President, Treasurer and Director
Matthew G. Thompson, Senior Vice President and Director
S. Pierce Walmsley, IV, Senior Vice President and Director
Kathleen M. Blanton, Vice President
Lori N. Anderson, Vice President
Charles A. Gomer, III, Vice President
Paul A. Ferwerda, Vice President
Peter D. Hartman, Vice President
G.D. Rothenberg, Vice President
Horace P. Whitworth, II, Vice President and Secretary
Elizabeth Cabell Jennings, Vice President
Alan C. Ashworth, Vice President
AAM, C&B, DSI, FMA, ICM, C.S. McKee, NWQ, RHJ, Sirach, SAMI, Sterling and
TS&W are each wholly-owned affiliates of United Asset Management Corporation
("UAM"), a Delaware corporation acquiring and owning firms engaged primarily in
institutional investment management.
<PAGE>
ITEM 29. PRINCIPAL UNDERWRITERS
(a) UAM Fund Distributors, Inc., the firm which acts as sole distributor
of the Registrant's shares, also acts as distributor for UAM Funds
Trust (formerly The Regis Fund II).
(b) Not applicable.
(c) Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
The books, accounts and other documents required by Section 3(a) under the
Investment Company Act of 1940, as amended (the "1940 Act") and rules
promulgated thereunder will be maintained in the physical possession of the
Registrant, the Registrant's Advisers, the Registrant's Sub-Transfer and Sub-
Administrative Agent (Chase Global Funds Services Company, 73 Tremont Street,
Boston, Massachusetts 02108) and the Registrant's Custodian Bank (The Chase
Manhattan Bank, 4 Chase MetroTech Center, Brooklyn, New York 11245.)
ITEM 31. MANAGEMENT SERVICES
Not applicable.
ITEM 32. UNDERTAKINGS
(a) Not applicable
(b) (i) Registrant undertakes to file a post-effective amendment
containing reasonably current financial statements, which need not be certified
for the McKee Small Cap Equity Portfolio within four to six months of the
effective date of such Portfolio or the commencement of operations of the
Portfolio, whichever is later.
(ii) Registrant undertakes to file a post-effective amendment
containing reasonably current financial statements, which need not be certified
for the Sterling Partners' Small Cap Value Portfolio within four to six months
of the effective date of such Portfolio or the commencement of operations of the
Portfolio, whichever is later.
(iii) Registrant undertakes to file a post-effective amendment
containing reasonably current financial statements, which need not be certified
for the C & B Equity Portfolio for Taxable Investors and C & B Mid Cap Equity
Portfolio within four to six months of the effective date of such Portfolios or
the commencement of operations of each Portfolio, whichever is later.
(iv) Registrant undertakes to file a post-effective amendment
containing reasonably current financial statements, which need not be certified,
for the Rice, Hall, James Small/Mid Cap Portfolio within four to six months of
the effective date of such Portfolio.
(v) Registrant undertakes to file a post-effective amendment
containing reasonably current financial statements, which need not be certified,
for the DSI Balanced Portfolio Institutional Class Shares within four to six
months of the commencement of operations of the Portfolio.
(vi) Registrant undertakes to file a post-effective amendment
containing reasonably current financial statements, which need not be certified,
for the AEW Commercial Mortgage-Backed Securities Portfolio within four to six
months of the commencement of operations of such Portfolio.
(vii) Registrant undertakes to file a post-effective amendment
containing reasonably current financial statements, which need not be certified,
for the HJMC Equity Portfolio Institutional Class Shares within four to six
months of the commencement of operations of the Portfolio.
(viii) Registrant undertakes to file a post-effective amendment
containing reasonably current financial statements, which need not be certified,
for the Cambiar Anticipation Portfolio Institutional Class Shares within four to
six months of the commencement of operations of the Portfolio.
<PAGE>
(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 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 24th day of January, 1997.
UAM FUNDS, INC.
*
-------------------
Norton H. Reamer
Chairman and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:
<TABLE>
<S> <C> <C>
* , Chairman and President January 24, 1997
- -------------------------
Norton H. Reamer
* , Director January 24, 1997
- -------------------------
John T. Bennett, Jr.
* , Director January 24, 1997
- -------------------------
Philip D. English
* , Director January 24, 1997
- -------------------------
William A. Humenuk
* , Director January 24, 1997
- -------------------------
Peter M. Whitman, Jr.
/s/ Gary L. French , Treasurer and Principal January 24, 1997
- ------------------------- Financial and Accounting Officer
Gary L. French
/s/ Karl O. Hartmann January 24, 1997
- -------------------------
* Karl O. Hartmann
(Attorney-in-Fact)
</TABLE>
<PAGE>
UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)
FILE NOS. 811-5683/33-25355
POST-EFFECTIVE AMENDMENT # 44
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
EX-1 Articles Supplementary
EX-4 Specimen of Securities
EX-5 Investment Advisory Agreement
EX-8 Global Custody Agreement
EX-11B Consent of Independent Accountants with
respect to 1996 Annual Report for the
McKee Portfolios
EX-16 Performance Quotation Schedules
EX-27 Financial Data Schedules for the period
ended October 31, 1996
</TABLE>
A-1
<PAGE>
EXHIBIT 1
UAM FUNDS, INC.
ARTICLES SUPPLEMENTARY TO
ARTICLES OF INCORPORATION
UAM FUNDS, INC., a Maryland corporation having its principal office in
Boston, Massachusetts (the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland that:
FIRST: In accordance with the requirements of Section 2-208 of the
Maryland General Corporation Law, the Board of Directors of the Corporation, at
a meeting called for such purpose on December 12, 1996, adopted these Articles
Supplementary classifying or reclassifying unissued shares of the Common Stock
of the Corporation.
SECOND: (a) The Board of Directors of the Corporation has
designated an Institutional Class of the shares of
each series of Common Stock and an Institutional
Service Class of the shares of each series of Common
Stock of the Corporation, par value $.001 per share,
having such preferences, conversion or other voting
powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of
redemption, identical in all respects, except for the
class designation, the allocation of certain expenses,
voting rights and exchange privileges.
(b) The shares of the Institutional Service Class
represent proportionate interests in the same
portfolio of investments as shares of the respective
Institutional Class of the Corporation. The shares of
the Institutional Service Class have the same
preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption
as the shares of the respective Institutional Class,
all as set forth in the Articles of Incorporation of
the Corporation, except for the differences hereafter
set forth:
1. The dividends and distributions of investment
income and capital gains with respect to the
Institutional Service Class of shares of Common
Stock shall be in such amounts as may be declared
from time to time by the Board of Directors, and
such dividends and distribution may vary with
respect to such class from the dividends and
distributions of investment income and capital
gains with respect to the other classes of the
Common Stock of the Corporation to reflect
differing allocations of the expenses of the
classes, to such extent and for such purposes as
the Board of Directors may deem appropriate. The
allocation of investment income and capital gains
and expenses and liabilities of the Corporation
among the classes of the Common Stock of the
Corporation shall be determined by the Board of
Directors in a manner that is consistent with the
Order dated April 26, 1994 (Investment Company
Act of 1940, Release No. 20250) issued by the
Securities and Exchange Commission, and any
existing or future amendment to such Order or any
rule or interpretation under
<PAGE>
the Investment Company Act of 1940, as amended,
that modifies or supersedes such Order;
2. Except as may otherwise be required by law
pursuant to any applicable order, rule, or
interpretation issued by the Securities and
Exchange Commission, or otherwise, the holders of
the Institutional Service Class shares shall have
(i) exclusive voting rights with respect to any
matter submitted to a vote of stockholders that
affects only holders of the Institutional Service
Class shares, including without limitation, the
provisions of any Distribution Plan adopted
pursuant to Rule 12(b)(1) under the Investment
Company Act of 1940, as amended (a "Distribution
Plan") applicable to the Institutional Service
Class and (ii) no voting rights with respect to
the provisions of any Distribution Plan
applicable to any other classes of the Common
Stock of the Corporation or with regard to any
other matter submitted to a vote of stockholders
which does not affect holders of the
Institutional Service Class shares .
THIRD: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is hereby designated as the McKee Small Cap Equity
Portfolio and twenty-five million (25,000,000) shares of the unallocated and
unissued Common Stock of the Corporation are classified and allocated to such
series' Institutional Class Shares and ten million (10,000,000) shares of the
unallocated and unissued Common Stock of the Corporation are classified and
allocated to such series' Institutional Service Class Shares.
FOURTH: The Institutional Class Shares and Institutional Service
Class Shares of the McKee Small Cap Equity Portfolio so classified and allocated
shall have all the rights and privileges as set forth in the Articles of
Incorporation of the Corporation, including such priority in the assets and
liabilities of such series as may be provided in such Articles.
FIFTH: The Institutional Class Shares and Institutional Service Class
Shares of the McKee Small Cap Equity Portfolio have been classified and
reclassified by the Board of Directors pursuant to the authority contained in
the Articles of Incorporation of the Corporation.
SIXTH: After giving effect to the allocation, the total amount of
stock allocated to each series is as follows:
<TABLE>
<CAPTION>
Total Number of
Name of Series Shares Allocated
- -------------- ----------------
<S> <C>
Acadian Emerging Markets Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
Acadian International Equity Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Total Number of
Name of Series Shares Allocated
- -------------- ----------------
<S> <C>
AEW Commercial Mortgage-Backed Securities Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
Cambiar Anticipation Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
C & B Balanced Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
C & B Equity Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
C & B Equity Portfolio for Taxable Investors
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
C & B Mid Cap Equity Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
DSI Balanced Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
DSI Disciplined Value Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
DSI Limited Maturity Bond Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
DSI Money Market Portfolio
. Institutional Class Shares...................................400,000,000
. Institutional Service Class Shares............................10,000,000
Enhanced Monthly Income Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
FMA Small Company Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
HJMC Equity Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
ICM Equity Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
ICM Fixed Income Portfolio
. Institutional Class Shares....................................50,000,000
. Institutional Service Class Shares............................10,000,000
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Total Number of
Name of Series Shares Allocated
- -------------- ----------------
<S> <C>
ICM Intermediate-Term Fixed Income Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
ICM Short-Intermediate-Term Fixed Income Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
ICM Small Company Portfolio
. Institutional Class Shares....................................50,000,000
. Institutional Service Class Shares............................10,000,000
McKee Domestic Equity Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
McKee U.S. Government Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
McKee International Equity Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
McKee Small Cap Equity Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
NWQ Balanced Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
NWQ Value Equity Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
Rice, Hall, James Small Cap Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
Rice, Hall, James Small/Mid Cap Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
Rothschild Fixed Income Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
Rothschild Mid Cap Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
SAMI Preferred Stock Income Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
Sirach Strategic Balanced Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Total Number of
Name of Series Shares Allocated
- -------------- ----------------
<S> <C>
Sirach Equity Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
Sirach Fixed Income Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
Sirach Growth Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
Sirach Short-Term Reserves Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
Sirach Special Equity Portfolio
. Institutional Class Shares....................................50,000,000
. Institutional Service Class Shares............................10,000,000
Sterling Partners' Balanced Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
Sterling Partners' Equity Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
Sterling Partners' Short-Term Fixed Income Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
Sterling Partners' Small Cap Value Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
TS&W International Equity Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
TS&W Equity Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
TS&W Fixed Income Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
TS&W Limited Volatility Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
TS&W Balanced Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
TS&W Virginia Tax-Free Bond Portfolio
. Institutional Class Shares....................................25,000,000
. Institutional Service Class Shares............................10,000,000
</TABLE>
5
<PAGE>
IN WITNESS WHEREOF, UAM Funds, Inc. has caused these Articles Supplementary
to be signed in its name and on its behalf this 12th day of December, 1996.
UAM FUNDS, INC.
by: /s/ Norton H. Reamer
---------------------------
Norton H. Reamer
President
Attest:
/s/ Karl O. Hartmann
- ------------------------
Karl O. Hartmann
Assistant Secretary
THE UNDERSIGNED, President of UAM Funds, Inc., who executed on behalf
of said Corporation the foregoing Articles Supplementary to the Articles of
Incorporation, of which this certificate is made a part, hereby acknowledges, in
the name and on behalf of said Corporation, the foregoing Articles Supplementary
to the Articles of Incorporation to be the corporate act of said Corporation and
further certifies that, to the best of his knowledge, information and belief,
the matters in fact set forth herein with respect to the approval thereof are
true in all materials respects, under the penalties of perjury.
by: /s/ Norton H. Reamer
---------------------------
Norton H. Reamer
President
6
<PAGE>
EXHIBIT 4
NUMBER SHARES
[ ] [ ]
UAM FUNDS, INC.
MCKEE SMALL CAP EQUITY PORTFOLIOS
INSTITUTIONAL CLASS SHARES
TOTAL AUTHORIZED ISSUE
25,000,000 SHARES PAR VALUE ($.001) EACH
CUSIP #:
THIS CERTIFIES THAT UAM FUNDS, INC.
[SEAL]
1988 MARYLAND
INCORPORATED UNDER
THE LAWS OF THE
STATE OF MARYLAND
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE ABOVE CORPORATION
TRANSFERABLE ONLY ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF
IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS
CERTIFICATE PROPERLY ENDORSED.
THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE SUB-TRANSFER
AGENT. WITNESS, THE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS
DULY AUTHORIZED OFFICERS.
DATED: COUNTERSIGNED AND REGISTERED
THE CHASE MANHATTAN BANK
SUB-TRANSFER AGENT
PRESIDENT TREASURER BY
AUTHORIZED SIGNATURE
<PAGE>
UAM FUNDS, INC.
THE FUND WILL FURNISH WITHOUT CHARGE EACH SHAREHOLDER UPON REQUEST A FULL
STATEMENT OF THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER
RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS,
QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH
CLASS WHICH THE FUND IS AUTHORIZED TO ISSUE. SUCH REQUEST MAY BE MADE TO
THE SUB-TRANSFER AGENT OF THE FUND AT ITS OFFICE IN BOSTON, MASSACHUSETTS.
THE FOLLOWING ABBREVIATIONS, WHEN USED IN THE INSCRIPTION ON THE FACE
OF THIS CERTIFICATE, SHALL BE CONSTRUED AS THOUGH THEY WERE WRITTEN
OUT IN FULL ACCORDING TO APPLICABLE LAWS OR REGULATIONS.
TEN COM - as tenants in common UNIF GIFT MIN ACT _________ Custodian_________
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gift to Minor Act
JT TEN - as joint tenants with right of survivorship and not as tenants in
common ______________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED ____________ HEREBY SELL ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_______________________________
________________________________________________________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
SHARES REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT
________________________________________________________________________________
ATTORNEY TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN NAMED
CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED ________________ 19___
SIGNATURE GUARANTEED
________________________________________
_________________________________________________________
(SIGNATURE OF SELLER MUST BE GUARANTEED)
<PAGE>
EXHIBIT 5
FORM OF INVESTMENT ADVISORY AGREEMENT
-------------------------------------
UAM FUNDS, INC.
C. S. MCKEE & COMPANY, INC.
AGREEMENT made this ______ day of __________, 1997 by and between UAM
Funds, Inc., a Maryland corporation, (the "Fund") and C. S. McKee & Company,
Inc. a Pennsylvania Corporation, (the "Adviser").
1. Duties of Adviser. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's McKee Small Cap Equity Portfolio (the
"Portfolio") for the period and on such terms as set forth in this Agreement.
The Fund employs the Adviser to manage the investment and reinvestment of the
assets of the Portfolio, to continuously review, supervise and administer the
investment program of the Portfolio, to determine in its discretion the
securities to be purchased or sold and the portion of the Portfolio's assets to
be held uninvested, to provide the Fund with records concerning the Adviser's
activities which the Fund is required to maintain, and to render regular reports
to the Fund's officers and Board of Directors concerning the Adviser's discharge
of the foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Directors of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.
2. Portfolio Transactions. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities of
the Portfolio and is directed to use its best efforts to obtain
1
<PAGE>
the best available price and most favorable execution, except as prescribed
herein. Subject to policies established by the Board of Directors of the Fund,
the Adviser may also be authorized to effect individual securities transactions
at commission rates in excess of the minimum commission rates available, if the
Adviser determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Adviser's overall responsibilities with respect to the Fund. The execution of
such transactions shall not be deemed to represent an unlawful act or breach of
any duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Directors of the Fund such information relating
to portfolio transactions as they may reasonably request.
3. Compensation of the Adviser. For the services to be rendered by
the Adviser as provided in Section 1 of this Agreement, the Fund shall pay to
the Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rate to the Portfolio's average daily net assets for
the month: 1.00%.
In the event of termination of this Agreement, the fee provided in
this Section shall be computed on the basis of the period ending on the last
business day on which this Agreement is in effect subject to a pro rata
adjustment based on the number of days elapsed in the current fiscal month as a
percentage of the total number of days in such month.
4. Other Services. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office facilities, equipment, personnel and
services shall be provided for or rendered by the Adviser and billed to the Fund
at the Adviser's cost.
2
<PAGE>
5. Reports. The Fund and the Adviser agree to furnish to each other
current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.
6. Status of Adviser. The services of the Adviser to the Fund are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Fund are not impaired thereby.
7. Liability of Adviser. In the absence of (i) willful misfeasance,
bad faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended
("1940 Act"), the Adviser shall not be subject to any liability whatsoever to
the Fund, or to any shareholder of the Fund, for any error or judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Portfolio.
8. Permissible Interests. Subject to and in accordance with the
Articles of Incorporation of the Fund and the Articles of Incorporation of the
Adviser, Directors, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as Directors, officers,
agents, shareholders or otherwise; Directors, officers, agents and shareholders
of the Adviser are or may be interested in the Fund as Directors, officers,
agents, shareholders or otherwise; and the Adviser (or any successor) is or may
be interested in the Fund as a shareholder or otherwise; and the effect of any
such interrelationships shall be governed by said Articles of Incorporation and
the provisions of the 1940 Act.
3
<PAGE>
9. Duration and Termination. This Agreement, unless sooner
terminated as provided herein, shall continue until the earlier of
_____________, 1999 or the date of the first annual or special meeting of the
shareholders of the Portfolio and, if approved by a majority of the outstanding
voting securities of the Portfolio, thereafter shall continue for periods of one
year so long as such continuance is specifically approved at least annually (a)
by the vote of a majority of those members of the Board of Directors of the Fund
who are not parties to this Agreement or interested persons of any such party,
cast in person at a meeting called for the purpose of voting on such approval,
and (b) by the Board of Directors of the Fund or (c) by vote of a majority of
the outstanding voting securities of the Portfolio; provided however, that if
----------------
the shareholders of the Portfolio fail to approve the Agreement as provided
herein, the Adviser may continue to serve in such capacity in the manner and to
the extent permitted by the 1940 Act and rules thereunder. This Agreement may
be terminated by the Portfolio at any time, without the payment of any penalty,
by vote of a majority of the entire Board of Directors of the Fund or by vote of
a majority of the outstanding voting securities of the Portfolio on 60 days'
written notice to the Adviser. This Agreement may be terminated by the Adviser
at any time, without the payment of any penalty, upon 90 days' written notice to
the Fund. This Agreement will automatically and immediately terminate in the
event of its assignment. Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at the
principal office of such party.
As used in this Section 9, the terms "assignment", "interested
persons", and "a vote of a majority of the outstanding voting securities" shall
have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and
Section 2(a)(42) of the 1940 Act.
10. Amendment of Agreement. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Directors of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
4
<PAGE>
meeting called for the purpose of voting on such amendment, and (b) by vote of a
majority of the outstanding voting securities of the Portfolio.
11. Severability. If any provisions of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of this ____ day of __________, 1997.
C. S. MCKEE & COMPANY, INC. UAM FUNDS, INC.
By By
-------------------------- --------------------------
James H. Hanes Norton H. Reamer
President Chairman of the Board
5
<PAGE>
EXHIBIT 8
GLOBAL CUSTODY AGREEMENT
This AGREEMENT is effective July 17, 1996, and is between THE CHASE
MANHATTAN BANK, N.A. (the "Bank") and UAM FUNDS, INC. (the "Customer").
1. Customer Accounts.
The Bank agrees to establish and maintain the following accounts
("Accounts"):
(a) A custody account in the name of the Customer ("Custody Account") for
any and all stocks, shares, bonds, debentures, notes, mortgages or other
obligations for the payment of money, bullion, coin and any certificates,
receipts, warrants or other instruments representing rights to receive, purchase
or subscribe for the same or evidencing or representing any other rights or
interests therein and other similar property whether certificated or
uncertificated as may be received by the Bank or its Subcustodian (as defined in
Section 3) for the account of the Customer ("Securities"); and
(b) A deposit account in the name of the Customer ("Deposit Account") for
any and all cash in any currency received by the Bank or its Subcustodian for
the account of the Customer, which cash shall not be subject to withdrawal by
draft or check.
The Customer warrants its authority to: 1) deposit the cash and Securities
("Assets") received in the Accounts and 2) give Instructions (as defined in
Section 11) concerning the Accounts. The Bank may deliver securities of the
same class in place of those deposited in the Custody Account.
Upon written agreement between the Bank and the Customer, additional
Accounts may be established and separately accounted for as additional Accounts
under the terms of this Agreement.
2. Maintenance of Securities and Cash at Bank and Subcustodian Locations.
Unless Instructions specifically require another location acceptable to the
Bank:
(a) Securities will be held in the country or other jurisdiction in which
the principal trading market for such Securities is located, where such
Securities are to be presented for payment or where such Securities are
acquired; and
(b) Cash will be credited to an account in a country or other
jurisdiction in which such cash may be legally deposited or is the legal
currency for the payment of public or private debts.
Cash may be held pursuant to Instructions in either interest or non-
interest bearing accounts as may be available for the particular currency. If
available and not contrary to instructions, cash will be held in an interest
bearing account. To the extent Instructions are issued and the Bank can comply
with such Instructions, the Bank is authorized to maintain cash balances on
deposit for the Customer with itself or one of its affiliates at such
<PAGE>
reasonable rates of interest as may from time to time be paid on such accounts,
or in non-interest bearing accounts as the Customer may direct, if acceptable to
the Bank.
If the Customer wishes to have any of its Assets held in the custody of an
institution other than the established Subcustodians as defined in Section 3 (or
their securities depositories), such arrangement must be authorized by a written
agreement, signed by the Bank and the Customer.
3. Subcustodians and Securities Depositories.
The Bank may act under this Agreement through the subcustodians listed in
Schedule A of this Agreement with which the Bank has entered into subcustodial
agreements ("Subcustodians"). The Customer authorizes the Bank to hold Assets
in the Accounts in accounts which the Bank has established with one or more of
its branches or Subcustodians. The Bank and Subcustodians are authorized to
hold any of the Securities in their account with any securities depository in
which they participate.
The Bank reserves the right to add new, replace or remove Subcustodians.
The Customer will be given reasonable notice by the Bank of any amendment to
Schedule A. Upon request by the Customer, the Bank will identify the name,
address and principal place of business of any Subcustodian of the Customer's
Assets and the name and address of the governmental agency or other regulatory
authority that supervises or regulates such Subcustodian.
4. Use of Subcustodian.
(a) The Bank will identify the Assets on its books as belonging to the
Customer.
(b) A Subcustodian will hold such Assets together with assets belonging
to other customers of the Bank in accounts identified on such Subcustodian's
books as special custody accounts for the exclusive benefit of customers of the
Bank.
(c) Any Assets in the Accounts held by a Subcustodian will be subject
only to the instructions of the Bank or its agent. Any Securities held in a
securities depository for the account of a Subcustodian will be subject only to
the instructions of such Subcustodian.
(d) Any agreement the Bank enters into with a Subcustodian for holding
its customer's assets shall provide that such assets will not be subject to any
right, charge, security interest, lien or claim of any kind in favor of such
Subcustodian except for safe custody or administration, and that the beneficial
ownership of such assets will be freely transferable without the payment of
money or value other than for safe custody or administration. The foregoing
shall not apply to the extent of any special agreement or arrangement made by
the Customer with any particular Subcustodian.
5. Deposit Account Transactions.
(a) The Bank or its Subcustodians will make payments from the Deposit
Account upon receipt of Instructions which include all information required by
the Bank.
(b) In the event that any payment to be made under this Section 5 exceeds
the funds available in the Deposit Account, the Bank, in its discretion, may
advance the Customer such excess amount which shall be deemed a loan payable on
demand, bearing interest at the rate customarily charged by the Bank on similar
loans.
2
<PAGE>
(c) If the Bank credits the Deposit Account on a payable date, or at any
time prior to actual collection and reconciliation to the Deposit Account, with
interest, dividends, redemptions or any other amount due, the Customer will
promptly return any such amount upon oral or written notification: (i) that such
amount has not been received in the ordinary course of business or (ii) that
such amount was incorrectly credited. If the Customer does not promptly return
any amount upon such notification, the Bank shall be entitled, upon oral or
written notification to the Customer, to reverse such credit by debiting the
Deposit Account for the amount previously credited. The Bank or its
Subcustodian shall have no duty or obligation to institute legal proceedings,
file a claim or a proof of claim in any insolvency proceeding or take any other
action with respect to the collection of such amount, but may act for the
Customer upon Instructions after consultation with the Customer.
6. Custody Account Transactions.
(a) Securities will be transferred, exchanged or delivered by the Bank or
its Subcustodian upon receipt by the Bank of Instructions which include all
information required by the Bank. Settlement and payment for Securities
received for, and delivery of Securities out of, the Custody Account may be made
in accordance with the customary or established securities trading or securities
processing practices and procedures in the jurisdiction or market in which the
transaction occurs, including, without limitation, delivery of Securities to a
purchaser, dealer or their agents against a receipt with the expectation of
receiving later payment and free delivery. Delivery of Securities out of the
Custody Account may also be made in any manner specifically required by
Instructions acceptable to the Bank.
(b) The Bank, in its discretion, may credit or debit the Accounts on a
contractual settlement date with cash or Securities with respect to any sale,
exchange or purchase of Securities. Otherwise, such transactions will be
credited or debited to the Accounts on the date cash or Securities are actually
received by the Bank and reconciled to the Account.
(i) The Bank may reverse credits or debits made to the Accounts in its
discretion if the related transaction fails to settle within a reasonable
period, determined by the Bank in its discretion, after the contractual
settlement date for the related transaction.
(ii) If any Securities delivered pursuant to this Section 6 are returned
by the recipient thereof, the Bank may reverse the credits and debits of
the particular transaction at any time.
7. Actions of the Bank.
The Bank shall follow Instructions received regarding assets held in the
Accounts. However, until it receives Instructions to the contrary, the Bank
will:
(a) Present for payment any Securities which are called, redeemed or
retired or otherwise become payable and all coupons and other income items which
call for payment upon presentation, to the extent that the Bank or Subcustodian
is actually aware of such opportunities.
(b) Execute in the name of the Customer such ownership and other
certificates as may be required to obtain payments in respect of Securities.
(c) Exchange interim receipts or temporary Securities for definitive
Securities.
(d) Appoint brokers and agents for any transaction involving the
Securities, including, without limitation, affiliates of the Bank or any
Subcustodian.
3
<PAGE>
(e) Issue statements to the Customer, at times mutually agreed upon,
identifying the Assets in the Accounts.
The Bank will send the Customer an advice or notification of any transfers
of Assets to or from the Accounts. Such statements, advices or notifications
shall indicate the identity of the entity having custody of the Assets. Unless
the Customer sends the Bank a written exception or objection to any Bank
statement within sixty (60) days of receipt, the Customer shall be deemed to
have approved such statement. In such event, or where the Customer has otherwise
approved any such statement, the Bank shall, to the extent permitted by law, be
released, relieved and discharged with respect to all matters set forth in such
statement or reasonably implied therefrom as though it had been settled by the
decree of a court of competent jurisdiction in an action where the Customer and
all persons having or claiming an interest in the Customer or the Customer's
Accounts were parties.
All collections of funds or other property paid or distributed in respect
of Securities in the Custody Account shall be made at the risk of the Customer.
The Bank shall have no liability for any loss occasioned by delay in the actual
receipt of notice by the Bank or by its Subcustodians of any payment, redemption
or other transaction regarding Securities in the Custody Account in respect of
which the Bank has agreed to take any action under this Agreement.
8. Corporate Actions; Proxies; Tax Reclaims.
(a) Corporate Actions. Whenever the Bank receives information concerning
-----------------
the Securities which requires discretionary action by the beneficial owner of
the Securities (other than a proxy), such as subscription rights, bonus issues,
stock repurchase plans and rights offerings, or legal notices or other material
intended to be transmitted to securities holders ("Corporate Actions"), the Bank
will give the Customer notice of such Corporate Actions to the extent that the
Bank's central corporate actions department has actual knowledge of a Corporate
Action in time to notify its customers.
When a rights entitlement or a fractional interest resulting from a rights
issue, stock dividend, stock split or similar Corporate Action is received which
bears an expiration date, the Bank will endeavor to obtain Instructions from the
Customer or its Authorized Person, but if Instructions are not received in time
for the Bank to take timely action, or actual notice of such Corporate Action
was received too late to seek Instructions, the Bank is authorized to sell such
rights entitlement or fractional interest and to credit the Deposit Account with
the proceeds or take any other action it deems, in good faith, to be appropriate
in which case it shall be held harmless for any such action.
(b) Proxy Voting. The Bank shall provide proxy voting services, if
------------
elected by the Customer, in accordance with the terms of the proxy voting
services rider hereto. Proxy voting services may be provided by the Bank or, in
whole or in part, by one or more third parties appointed by the Bank (which may
be affiliates of the Bank).
(c) Tax Reclaims.
------------
(i) Subject to the provisions hereof, the Bank will apply for a reduction
of withholding tax and any refund of any tax paid or tax credits which
apply in each applicable market in respect of income payments on Securities
for the benefit of the Customer which the Bank believes may be available to
such Customer.
(ii) The provision of tax reclaim services by the Bank is conditional upon
the Bank receiving from the beneficial owner of Securities (A) a
declaration of its identity and place
4
<PAGE>
of residence and (B) certain other documentation (pro forma copies of which
--- -----
are available from the Bank). The Customer acknowledges that, if the Bank
does not receive such declarations, documentation and information,
additional United Kingdom taxation will be deducted from all income
received in respect of Securities issued outside the United Kingdom and
that U.S. non-resident alien tax or U.S. backup withholding tax will be
deducted from U.S. source income. The Customer shall provide to the Bank
such documentation and information as it may require in connection with
taxation, and warrants that, when given, this information shall be true and
correct in every respect, not misleading in any way, and contain all
material information. The Customer undertakes to notify the Bank
immediately if any such information requires updating or amendment.
(iii) The Bank shall not be liable to the Customer or any third party for
any tax, fines or penalties payable by the Bank or the Customer, and shall
be indemnified accordingly, whether these result from the inaccurate
completion of documents by the Customer or any third party, or as a result
of the provision to the Bank or any third party of inaccurate or misleading
information or the withholding of material information by the Customer or
any other third party, or as a result of any delay of any revenue authority
or any other matter beyond the control of the Bank.
(iv) The Customer confirms that the Bank is authorized to deduct from any
cash received or credited to the Deposit Account any taxes or levies
required by any revenue or governmental authority for whatever reason in
respect of the Securities or Cash Accounts.
(v) The Bank shall perform tax reclaim services only with respect to
taxation levied by the revenue authorities of the countries notified to the
Customer from time to time and the Bank may, by notification in writing, at
its absolute discretion, supplement or amend the markets in which the tax
reclaim services are offered. Other than as expressly provided in this
sub-clause, the Bank shall have no responsibility with regard to the
Customer's tax position or status in any jurisdiction.
(vi) The Customer confirms that the Bank is authorized to disclose any
information requested by any revenue authority or any governmental body in
relation to the Customer or the Securities and/or Cash held for the
Customer.
(vii) Tax reclaim services may be provided by the Bank or, in whole or in
part, by one or more third parties appointed by the Bank (which may be
affiliates of the Bank); provided that the Bank shall be liable for the
performance of any such third party to the same extent as the Bank would
have been if it performed such services itself.
9. Nominees.
Securities which are ordinarily held in registered form may be registered
in a nominee name of the Bank, Subcustodian or securities depository, as the
case may be. The Bank may without notice to the Customer cause any such
Securities to cease to be registered in the name of any such nominee and to be
registered in the name of the Customer. In the event that any Securities
registered in a nominee name are called for partial redemption by the issuer,
the Bank may allot the called portion to the respective beneficial holders of
such class of security in any manner the Bank deems to be fair and equitable.
The Customer agrees to hold the Bank, Subcustodians, and their respective
nominees harmless from any liability arising directly or indirectly from their
status as a mere record holder of Securities in the Custody Account.
5
<PAGE>
10. Authorized Persons.
As used in this Agreement, the term "Authorized Person" means employees or
agents including investment managers as have been designated by written notice
from the Customer or its designated agent to act on behalf of the Customer under
this Agreement. Such persons shall continue to be Authorized Persons until such
time as the Bank receives Instructions from the Customer or its designated agent
that any such employee or agent is no longer an Authorized Person.
11. Instructions.
The term "Instructions" means instructions of any Authorized Person
received by the Bank, via telephone, telex, TWX, facsimile transmission, bank
wire or other teleprocess or electronic instruction or trade information system
acceptable to the Bank which the Bank believes in good faith to have been given
by Authorized Persons or which are transmitted with proper testing or
authentication pursuant to terms and conditions which the Bank may specify.
Unless otherwise expressly provided, all Instructions shall continue in full
force and effect until canceled or superseded.
Any Instructions delivered to the Bank by telephone shall promptly
thereafter be confirmed in writing by an Authorized Person (which confirmation
may bear the facsimile signature of such Person), but the Customer will hold the
Bank harmless for the failure of an Authorized Person to send such confirmation
in writing, the failure of such confirmation to conform to the telephone
instructions received or the Bank's failure to produce such confirmation at any
subsequent time. The Bank may electronically record any Instructions given by
telephone, and any other telephone discussions with respect to the Custody
Account. The Customer shall be responsible for safeguarding any testkeys,
identification codes or other security devices which the Bank shall make
available to the Customer or its Authorized Persons.
12. Standard of Care; Liabilities.
(a) The Bank shall be responsible for the performance of only such duties
as are set forth in this Agreement or expressly contained in Instructions which
are consistent with the provisions of this Agreement as follows:
(i) The Bank will use reasonable care with respect to its obligations
under this Agreement and the safekeeping of Assets. The Bank shall be
liable to the Customer for any loss which shall occur as the result of the
failure of a Subcustodian to exercise reasonable care with respect to the
safekeeping of such Assets to the same extent that the Bank would be liable
to the Customer if the Bank were holding such Assets in New York. In the
event of any loss to the Customer by reason of the failure of the Bank or
its Subcustodian to utilize reasonable care, the Bank shall be liable to
the Customer only to the extent of the Customer's direct damages, to be
determined based on the market value of the property which is the subject
of the loss at the date of discovery of such loss and without reference to
any special conditions or circumstances.
(ii) The Bank will not be responsible for any act, omission, default or
the solvency of any broker or agent which it or a Subcustodian appoints
unless such appointment was made negligently or in bad faith.
(iii) The Bank shall be indemnified by, and without liability to the
Customer for any action taken or omitted by the Bank whether pursuant to
Instructions or otherwise within the scope of this Agreement if such act or
omission was in good faith, without negligence. In performing its
6
<PAGE>
obligations under this Agreement, the Bank may rely on the genuineness of
any document which it believes in good faith to have been validly executed.
(iv) The Customer agrees to pay for and hold the Bank harmless from any
liability or loss resulting from the imposition or assessment of any taxes
or other governmental charges, and any related expenses with respect to
income from or Assets in the Accounts.
(v) The Bank shall be entitled to rely, and may act, upon the advice of
counsel (who may be counsel for the Customer) on all matters and shall be
without liability for any action reasonably taken or omitted pursuant to
such advice.
(vi) The Bank need not maintain any insurance solely for the benefit of
the Customer.
(vii) Without limiting the foregoing, the Bank shall not be liable for
any loss which results from: 1) the general risk of investing, or 2)
investing or holding Assets in a particular country including, but not
limited to, losses resulting from nationalization, expropriation or other
governmental actions; regulation of the banking or securities industry;
currency restrictions, devaluations or fluctuations; and market conditions
which prevent the orderly execution of securities transactions or affect
the value of Assets.
(viii) Neither party shall be liable to the other for any loss due to
forces beyond their control including, but not limited to strikes or work
stoppages, acts of war or terrorism, insurrection, revolution, nuclear
fusion, fission or radiation, or acts of God.
(b) Consistent with and without limiting the first paragraph of this
Section 12, it is specifically acknowledged that the Bank shall have no
duty or responsibility to:
(i) question Instructions or make any suggestions to the Customer or an
Authorized Person regarding such Instructions;
(ii) supervise or make recommendations with respect to investments or
the retention of Securities;
(iii) advise the Customer or an Authorized Person regarding any default
in the payment of principal or income of any security other than as
provided in Section 5(c) of this Agreement;
(iv) evaluate or report to the Customer or an Authorized Person
regarding the financial condition of any broker, agent or other party to
which Securities are delivered or payments are made pursuant to this
Agreement;
(v) review or reconcile trade confirmations received from brokers. The
Customer or its Authorized Persons (as defined in Section 10) issuing
Instructions shall bear any responsibility to review such confirmations
against Instructions issued to and statements issued by the Bank.
(c) The Customer authorizes the Bank to act under this Agreement
notwithstanding that the Bank or any of its divisions or affiliates may have a
material interest in a transaction, or circumstances are such that the Bank may
have a potential conflict of duty or interest including the fact that the Bank
or any of its affiliates may provide brokerage services to other customers, act
as financial advisor to the issuer of Securities, act as a lender to the issuer
of Securities, act in the same transaction as agent for more than one customer,
have a material interest in the issue of Securities, or earn profits from any of
the activities listed herein.
7
<PAGE>
13. Fees and Expenses.
The Customer agrees to pay the Bank for its services under this Agreement
such amount as may be agreed upon in writing, as set forth in the attached Fee
Schedule together with the Bank's reasonable out-of-pocket or incidental
expenses, including, but not limited to, legal fees. The Bank shall have a lien
on and is authorized to charge any Accounts of the Customer for any amount owing
to the Bank under any provision of this Agreement.
14. Miscellaneous.
(a) Foreign Exchange Transactions. To facilitate the administration of
------------------------------
the Customer's trading and investment activity, the Bank is authorized to enter
into spot or forward foreign exchange contracts with the Customer or an
Authorized Person for the Customer and may also provide foreign exchange through
its subsidiaries, affiliates or Subcustodians. Instructions, including standing
instructions, may be issued with respect to such contracts but the Bank may
establish rules or limitations concerning any foreign exchange facility made
available. In all cases where the Bank, its subsidiaries, affiliates or
Subcustodians enter into a foreign exchange contract related to Accounts, the
terms and conditions of the then current foreign exchange contract of the Bank,
its subsidiary, affiliate or Subcustodian and, to the extent not inconsistent,
this Agreement shall apply to such transaction.
(b) Certification of Residency, etc. The Customer certifies that it is a
--------------------------------
resident of the United States and agrees to notify the Bank of any changes in
residency. The Bank may rely upon this certification or the certification of
such other facts as may be required to administer the Bank's obligations under
this Agreement. The Customer will indemnify the Bank against all losses,
liability, claims or demands arising directly or indirectly from any such
certifications.
(c) Access to Records. The Bank shall allow the Customer's independent
------------------
public accountant reasonable access to the records of the Bank relating to the
Assets as is required in connection with their examination of books and records
pertaining to the Customer's affairs. Subject to restrictions under applicable
law, the Bank shall also obtain an undertaking to permit the Customer's
independent public accountants reasonable access to the records of any
Subcustodian which has physical possession of any Assets as may be required in
connection with the examination of the Customer's books and records.
(d) Governing Law; Successors and Assigns. This Agreement shall be
-------------------------------------
governed by the laws of the State of New York and shall not be assignable by
either party, but shall bind the successors in interest of the Customer and the
Bank.
(e) Entire Agreement; Applicable Riders. Customer represents that the
------------------------------------
Assets deposited in the Accounts are (Check one):
Employee Benefit Plan or other assets subject to the Employee
----
Retirement Income Security Act of 1974, as amended ("ERISA");
X Mutual Fund assets subject to certain Securities and Exchange
-
Commission ("SEC") rules and regulations;
Neither of the above.
----
This Agreement consists exclusively of this document together with
Schedule A and the following Rider(s) [Check applicable rider(s)]:
8
<PAGE>
X ERISA
-
X MUTUAL FUND
-
X PROXY VOTING
-
X SPECIAL TERMS AND CONDITIONS
-
There are no other provisions of this Agreement and this Agreement
supersedes any other agreements, whether written or oral, between the parties.
Any amendment to this Agreement must be in writing, executed by both parties.
(f) Severability. In the event that one or more provisions of this
-------------
Agreement are held invalid, illegal or unenforceable in any respect on the basis
of any particular circumstances or in any jurisdiction, the validity, legality
and enforceability of such provision or provisions under other circumstances or
in other jurisdictions and of the remaining provisions will not in any way be
affected or impaired.
(g) Waiver. Except as otherwise provided in this Agreement, no failure
-------
or delay on the part of either party in exercising any power or right under this
Agreement operates as a waiver, nor does any single or partial exercise of any
power or right preclude any other or further exercise, or the exercise of any
other power or right. No waiver by a party of any provision of this Agreement,
or waiver of any breach or default, is effective unless in writing and signed by
the party against whom the waiver is to be enforced.
(h) Notices. All notices under this Agreement shall be effective when
--------
actually received. Any notices or other communications which may be required
under this Agreement are to be sent to the parties at the following addresses or
such other addresses as may subsequently be given to the other party in writing:
Bank: The Chase Manhattan Bank, N.A.
4 Chase MetroTech Center
Brooklyn, NY 11245
Attention: Global Custody Division
or telex:
------------------------------
Customer: UAM Fund Services, Inc.
211 Congress Street
Boston, MA 02110
Attention: Gary L. French, President
or telex:
------------------------------
(i) Termination. This Agreement may be terminated by the Customer or the
------------
Bank by giving sixty (60) days written notice to the other, provided that such
notice to the Bank shall specify the names of the persons to whom the Bank shall
deliver the Assets in the Accounts. If notice of termination is given by the
Bank, the Customer shall, within sixty (60) days (or such other amount of days
as is contemplated by the Extension Notice) following receipt of the notice,
deliver to the Bank Instructions specifying the names of the persons to whom the
Bank shall deliver the Assets. In either case the Bank will deliver the Assets
to the persons so
9
<PAGE>
specified, after deducting any amounts which the Bank determines in good faith
to be owed to it under Section 13. If within sixty (60) days following receipt
of a notice of termination by the Bank, the Bank does not receive Instructions
from the Customer specifying the names of the persons to whom the Bank shall
deliver the Assets, the Bank, at its election, may deliver the Assets to a bank
or trust company doing business in the State of New York to be held and disposed
of pursuant to the provisions of this Agreement, or to Authorized Persons, or
may continue to hold the Assets until Instructions are provided to the Bank.
UAM FUNDS, INC.
By: /s/ Gary L. French
---------------------------
Title: Gary L. French
---------------------------
Date: July 12, 1996
---------------------------
THE CHASE MANHATTAN BANK, N.A.
By: /s/ Donald P. Hearn
---------------------------
Title: Senior Vice President
---------------------------
Date: July 11, 1996
---------------------------
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SCHEDULE A
FEE SCHEDULE TO GLOBAL CUSTODY
AGREEMENT BETWEEN UAM FUNDS, INC.
AND THE CHASE MANHATTAN BANK, N.A.
Domestic Custody Services Fees
- ------------------------------
For domestic custody services, the Portfolios shall pay a custody safekeeping
fee of three fourths of one basis point (.000075%) on each Porfolio's average
net assets, plus custody transaction fees as follows:
Domestic Custody Transaction Fees
$ 8.00 per DTC or Fed Book Entry transaction
$ 8.00 per PTC transaction
$25.00 per Physical transaction
$30.00 per Future or Option Wire
$ 8.00 per Wire Transfer
Global Custody Services Fees
- ----------------------------
For global custody services, the Portfolios shall pay safekeeping fees plus
transaction fees based on the following schedule:
COUNTRY BASIS POINTS TRANSACTION FEES
ARGENTINA 0.35% $75.00
AUSTRALIA 0.06% $50.00
AUSTRIA 0.10% $35.00
BANGLADESH 0.40% $125.00
BELGIUM 0.10% $35.00
BRAZIL 0.30% $50.00
CANADA 0.05% $20.00
CEDEL 0.04% $35.00
CHILE 0.40% $100.00
CHINA(SHANGHAI) 0.40% $75.00
CHINA(SHENZHEN) 0.40% $75.00
COLOMBIA 0.40% $100.00
CZECH REPUBLIC 0.40% $100.00
DENMARK 0.10% $35.00
EGYPT 0.40% $100.00
FINLAND 0.10% $75.00
EURO CD'S 0.03% $30.00
FRANCE 0.08% $35.00
11
<PAGE>
COUNTRY BASIS POINTS TRANSACTION FEES
GERMANY 0.08% $30.00
GREECE 0.40% $125.00
HONG KONG 0.10% $75.00
HUNGARY 0.40% $125.00
INDIA 0.40% $100.00
INDONESIA 0.30% $50.00
IRELAND 0.10% $35.00
ISRAEL 0.35% $125.00
ITALY 0.08% $35.00
JAPAN 0.06% $30.00
JORDAN 0.40% $125.00
KOREA 0.25% $50.00
LUXEMBOURG 0.10% $35.00
MALAYSIA 0.12% $75.00
MEXICO 0.16% $35.00
MOROCCO 0.40% $125.00
NETHERLANDS 0.08% $22.00
NEW ZEALAND 0.10% $35.00
NORWAY 0.10% $75.00
PAKISTAN 0.40% $100.00
PERU 0.40% $125.00
PHILIPPINES 0.30% $50.00
POLAND 0.40% $50.00
PORTUGAL 0.40% $100.00
SINGAPORE 0.10% $75.00
SOUTH AFRICA 0.10% $50.00
SPAIN 0.15% $55.00
SRI LANKA 0.30% $50.00
SWEDEN 0.10% $35.00
SWITZERLAND 0.08% $35.00
TAIWAN 0.35% $100.00
THAILAND 0.20% $35.00
TURKEY 0.40% $75.00
UK 0.05% $45.00
US 0.0075% $15.00
URUGUAY 0.40% $125.00
VENEZUELA 0.40% $75.00
ZIMBABWE 0.40% $100.00
12
<PAGE>
STATE OF MASSACHUSETTS)
: ss.
COUNTY OF SUFFOLK)
On this 11th day of July, 1996, before me personally came Donald P. Hearn,
to me known, who being by me duly sworn, did depose and say that he resides in
Boston at 73 Tremont Street, that he is a Senior Vice President of The Chase
Manhattan Bank, N.A., the entity described in and which executed the foregoing
instrument; that he knows the seal of said entity, that the seal affixed to said
instrument is such seal, that it was so affixed by order of said entity, and
that he signed his name thereto by like order.
/s/ Donald P. Hearn
------------------------
Donald P. Hearn
Sworn to before me this 11th
day of July, 1996.
/s/ Julia Brown
- ---------------
Julia Brown
Notary
My Commission Expires January 25, 2002
<PAGE>
STATE OF MASSACHUSETTS)
: ss.
COUNTY OF SUFFOLK)
On this 12th day of July, 1996, before me personally came Gary L. French,
to me known, who being by me duly sworn, did depose and say that he resides in
Boston at 211 Congress Street, that he is a Treasurer of UAM Funds, Inc., the
corporation described in and which executed the foregoing instrument; the he
knows the seal of said corporation, that the seal affixed to said instrument is
such corporate seal, that it was so affixed by order of the Board of Directors
of said corporation, and that he signed his name thereto by like order.
/s/ Gary L. French
----------------------
Gary L. French
Sworn to before me this 12th
day of July, 1996.
/s/ Karen C. Scrima
- -------------------------
Karen C. Scrima
Notary
My Commission Expires June 6, 1997
<PAGE>
ERISA Rider to Global Custody Agreement
Between The Chase Manhattan Bank, N.A. and
UAM FUNDS, INC.
effective July 17, 1996
Customer represents that the Assets being placed in the Bank's custody are
subject to ERISA. It is understood that in connection therewith the Bank is a
service provider and not a fiduciary of the plan and trust to which the assets
are related. The Bank shall not be considered a party to the underlying plan and
trust and the Customer hereby assumes all responsibility to assure that
Instructions issued under this Agreement are in compliance with such plan and
trust and ERISA.
This Agreement will be interpreted as being in compliance with the
Department of Labor Regulations Section 2550.404b-1 concerning the maintenance
of indicia of ownership of plan assets outside of the jurisdiction of the
district courts of the United States.
The following modifications are made to the Agreement:
Section 3. Subcustodians and Securities Depositories.
------------------------------------------
Add the following language to the end of Section 3:
As used in this Agreement, the term Subcustodian and the term securities
depositories include a branch of the Bank, a branch of a qualified U.S.
bank, an eligible foreign custodian, or an eligible foreign securities
depository, where such terms shall mean:
(a) "qualified U.S. bank" shall mean a U.S. bank as described in
paragraph (a)(2)(ii)(A)(1) of the Department of Labor Regulations
Section 2550.404b-1;
(b) "eligible foreign custodian" shall mean a banking institution
incorporated or organized under the laws of a country other than the
United States which is supervised or regulated by that country's
government or an agency thereof or other regulatory authority in the
foreign jurisdiction having authority over banks; and
(c) "eligible foreign securities depository" shall mean a securities
depository or clearing agency, incorporated or organized under the
laws of a country other than the United States, which is supervised
or regulated by that country's government or an agency thereof or
other regulatory authority in the foreign jurisdiction having
authority over such depositories or clearing agencies and which is
described in paragraph (c)(2) of the Department of Labor Regulations
Section 2550.404b-1.
Section 4. Use of Subcustodian.
--------------------
Subsection (d) of this section is modified by deleting the last sentence.
Section 5. Deposit Account Payments.
-------------------------
<PAGE>
Subsection (b) is amended to read as follows:
(b) In the event that any payment made under this Section 5 exceeds the
funds available in the Deposit Account, such discretionary advance shall be
deemed a service provided by the Bank under this Agreement for which it is
entitled to recover its costs as may be determined by the Bank in good
faith.
Section 10. Authorized Persons.
-------------------
Add the following paragraph at the end of Section 10:
Customer represents that: a) Instructions will only be issued by or for a
fiduciary pursuant to Department of Labor Regulation Section 404b-1
(a)(2)(i) and b) if Instructions are to be issued by an investment manager,
such entity will meet the requirements of Section 3(38) of ERISA and will
have been designated by the Customer to manage assets held in the Customer
Accounts ("Investment Manager"). An Investment Manager may designate
certain of its employees to act as Authorized Persons under this Agreement.
Section 14(a). Foreign Exchange Transactions.
------------------------------
Add the following paragraph at the end of Subsection 14(a):
Instructions to execute foreign exchange transactions with the Bank, its
subsidiaries, affiliates or Subcustodians will include (1) the time period
in which the transaction must be completed; (2) the location i.e., Chase
----
New York, Chase London, etc. or the Subcustodian with whom the contract is
to be executed and (3) such additional information and guidelines as may be
deemed necessary; and, if the Instruction is a standing Instruction, a
provision allowing such Instruction to be overridden by specific contrary
Instructions.
2
<PAGE>
Mutual Fund Rider to Global Custody Agreement
Between The Chase Manhattan Bank, N.A. and
UAM FUNDS, INC.
effective July 17, 1996
Customer represents that the Assets being placed in the Bank's custody are
subject to the Investment Company Act of 1940 (the Act), as the same may be
amended from time to time.
Except to the extent that the Bank has specifically agreed to comply with a
condition of a rule, regulation, interpretation promulgated by or under the
authority of the SEC or the Exemptive Order applicable to accounts of this
nature issued to the Bank (Investment Company Act of 1940, Release No. 12053,
November 20, 1981), as amended, or unless the Bank has otherwise specifically
agreed, the Customer shall be solely responsible to assure that the maintenance
of Assets under this Agreement complies with such rules, regulations,
interpretations or exemptive order promulgated by or under the authority of the
Securities Exchange Commission.
The following modifications are made to the Agreement:
Section 3. Subcustodians and Securities Depositories.
-----------------------------------------
Add the following language to the end of Section 3:
The terms Subcustodian and securities depositories as used in this
Agreement shall mean a branch of a qualified U.S. bank, an eligible foreign
custodian or an eligible foreign securities depository, which are further
defined as follows:
(a) "qualified U.S. Bank" shall mean a qualified U.S. bank as defined in
Rule 17f-5 under the Investment Company Act of 1940;
(b) "eligible foreign custodian" shall mean (i) a banking institution or
trust company incorporated or organized under the laws of a country other
than the United States that is regulated as such by that country's
government or an agency thereof and that has shareholders' equity in excess
of $200 million in U.S. currency (or a foreign currency equivalent
thereof), (ii) a majority owned direct or indirect subsidiary of a
qualified U.S. bank or bank holding company that is incorporated or
organized under the laws of a country other than the United States and that
has shareholders' equity in excess of $100 million in U.S. currency (or a
foreign currency equivalent thereof) (iii) a banking institution or trust
company incorporated or organized under the laws of a country other than
the United States or a majority owned direct or indirect subsidiary of a
qualified U.S. bank or bank holding company that is incorporated or
organized under the laws of a country other than the United States which
has such other qualifications as shall be specified in Instructions and
approved by the Bank; or (iv) any other entity that shall have been so
qualified by exemptive order, rule or other appropriate action of the SEC;
and
(c) "eligible foreign securities depository" shall mean a securities
depository or clearing agency, incorporated or organized under the laws of
a country other than the United States, which operates (i) the central
system for handling securities or equivalent book-entries in that country,
or (ii) a transnational system for the central handling of securities or
equivalent book-entries.
<PAGE>
The Customer represents that its Board of Directors has approved each of
the Subcustodians listed in Schedule A to this Agreement and the terms of the
subcustody agreements between the Bank and each Subcustodian, which are attached
as Exhibits I through _____ of Schedule A, and further represents that its Board
has determined that the use of each Subcustodian and the terms of each
subcustody agreement are consistent with the best interests of the Fund(s) and
its (their) shareholders. The Bank will supply the Customer with any amendment
to Schedule A for approval. The Customer has supplied or will supply the Bank
with certified copies of its Board of Directors resolution(s) with respect to
the foregoing prior to placing Assets with any Subcustodian so approved.
Section 11. Instructions.
-------------
Add the following language to the end of Section 11:
Deposit Account Payments and Custody Account Transactions made pursuant to
Section 5 and 6 of this Agreement may be made only for the purposes listed
below. Instructions must specify the purpose for which any transaction is
to be made and Customer shall be solely responsible to assure that
Instructions are in accord with any limitations or restrictions applicable
to the Customer by law or as may be set forth in its prospectus.
(a) In connection with the purchase or sale of Securities at prices as
confirmed by Instructions;
(b) When Securities are called, redeemed or retired, or otherwise become
payable;
(c) In exchange for or upon conversion into other securities alone or
other securities and cash pursuant to any plan or merger, consolidation,
reorganization, recapitalization or readjustment;
(d) Upon conversion of Securities pursuant to their terms into other
securities;
(e) Upon exercise of subscription, purchase or other similar rights
represented by Securities;
(f) For the payment of interest, taxes, management or supervisory fees,
distributions or operating expenses;
(g) In connection with any borrowings by the Customer requiring a pledge
of Securities, but only against receipt of amounts borrowed;
(h) In connection with any loans, but only against receipt of adequate
collateral as specified in Instructions which shall reflect any
restrictions applicable to the Customer;
(i) For the purpose of redeeming shares of the capital stock of the
Customer and the delivery to, or the crediting to the account of, the Bank,
its Subcustodian or the Customer's transfer agent, such shares to be
purchased or redeemed;
(j) For the purpose of redeeming in kind shares of the Customer against
delivery to the Bank, its Subcustodian or the Customer's transfer agent of
such shares to be so redeemed;
(k) For delivery in accordance with the provisions of any agreement among
the Customer, the Bank and a broker-dealer registered under the Securities
Exchange Act of 1934 (the "Exchange Act") and a member of The National
Association of Securities Dealers, Inc. ("NASD"), relating to compliance
with the rules of The Options Clearing Corporation and of any registered
national securities exchange, or of
2
<PAGE>
any similar organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Customer;
(l) For release of Securities to designated brokers under covered call
options, provided, however, that such Securities shall be released only
upon payment to the Bank of monies for the premium due and a receipt for
the Securities which are to be held in escrow. Upon exercise of the
option, or at expiration, the Bank will receive from brokers the Securities
previously deposited. The Bank will act strictly in accordance with
Instructions in the delivery of Securities to be held in escrow and will
have no responsibility or liability for any such Securities which are not
returned promptly when due other than to make proper request for such
return;
(m) For spot or forward foreign exchange transactions to facilitate
security trading, receipt of income from Securities or related
transactions;
(n) For other proper purposes as may be specified in Instructions issued
by an officer of the Customer which shall include a statement of the
purpose for which the delivery or payment is to be made, the amount of the
payment or specific Securities to be delivered, the name of the person or
persons to whom delivery or payment is to be made, and a certification that
the purpose is a proper purpose under the instruments governing the
Customer; and
(o) Upon the termination of this Agreement as set forth in Section 14(i).
Section 12. Standard of Care; Liabilities.
------------------------------
Add the following subsection (c) to Section 12:
(c) The Bank hereby warrants to the Customer that in its opinion, after
due inquiry, the established procedures to be followed by each of its
branches, each branch of a qualified U.S. bank, each eligible foreign
custodian and each eligible foreign securities depository holding the
Customer's Securities pursuant to this Agreement afford protection for such
Securities at least equal to that afforded by the Bank's established
procedures with respect to similar securities held by the Bank and its
securities depositories in New York.
Section 14. Access to Records.
------------------
Add the following language to the end of Section 14(c):
-------------------------------------------------------
Upon reasonable request from the Customer, the Bank shall furnish the
Customer such reports (or portions thereof) of the Bank's system of
internal accounting controls applicable to the Bank's duties under this
Agreement. The Bank shall endeavor to obtain and furnish the Customer with
such similar reports as it may reasonably request with respect to each
Subcustodian and securities depository holding the Customer's assets.
3
<PAGE>
GLOBAL PROXY SERVICE RIDER
To Global Custody Agreement
Between
THE CHASE MANHATTAN BANK, N.A.
AND
UAM FUNDS, INC. (the "Customer")
dated July 17, 1996
1. Global Proxy Services (the "Services") shall be provided for the countries
listed in the procedures and guidelines ("Procedures") furnished to
Customer, as the same may be amended by the Bank from time to time on prior
notice to Customer. The Procedures are incorporated by reference herein
and form a part of this Rider.
2. The Services shall consist of those elements as set forth in the
Procedures, and shall include (a) notifications ("Notifications") by the
Bank to Customer of the dates of pending shareholder meetings, resolutions
to be voted upon and the return dates as may be received by the Bank or
provided to the Bank by its Subcustodians or third parties, and (b) voting
by the Bank of proxies based on Customer Directions. Original proxy
materials or copies thereof shall not be provided. Notifications shall
generally be in English and, where necessary, shall be summarized and
translated from such non-English materials as have been made available to
the Bank or its Subcustodian. In this respect the Bank's only obligation
is to provide information from sources it believes to be reliable and/or to
provide materials summarized and/or translated in good faith. the Bank
reserves the right to provide Notifications, or parts thereof, in the
language received. Upon reasonable advance request by Customer, backup
information relative to Notifications, such as annual reports, explanatory
material concerning resolutions, management recommendations or other
material relevant to the exercise of proxy voting rights shall be provided
as available, but without translation.
3. While the Bank shall attempt to provide accurate and complete
Notifications, whether or not translated, the Bank shall not be liable for
any losses or other consequences that may result from reliance by Customer
upon Notifications where the Bank prepared the same in good faith.
4 Notwithstanding the fact that the Bank may act in a fiduciary capacity with
respect to Customer under other agreements or otherwise under the
Agreement, in performing Services the Bank shall be acting solely as the
agent of Customer, and shall not exercise any discretion with regard to
such Services.
5. Proxy voting may be precluded or restricted in a variety of circumstances,
including, without limitation, where the relevant Financial Assets are: (i)
on loan; (ii) at registrar for registration or reregistration; (iii) the
subject of a conversion or other corporate action; (iv) not held in a name
subject to the control of the Bank or its Subcustodian or are otherwise
held in a manner which precludes voting; (v) not capable of being voted on
account of local market regulations or practices or restrictions by the
issuer; or (vi) held in a margin or collateral account.
6 Customer acknowledges that in certain countries the Bank may be unable to
vote individual proxies but shall only be able to vote proxies on a net
basis (e.g., a net yes or no vote given the voting instructions received
---
from all customers).
<PAGE>
7. Customer shall not make any use of the information provided hereunder,
except in connection with the funds or plans covered by this Agreement, and
shall in no event sell, license, give or otherwise make the information
provided hereunder available, to any third party, and shall not directly or
indirectly compete with the Bank or diminish the market for the Services by
provision of such information, in whole or in part, for compensation or
otherwise, to any third party.
8. The names of Authorized Persons for Services shall be furnished to the Bank
in accordance with (S)10 of the Agreement. Fees for the Services shall be
agreed as set forth in (S)13 of the Agreement.
2
<PAGE>
SPECIAL TERMS AND CONDITIONS RIDER
----------------------------------
GLOBAL CUSTODY AGREEMENT
WITH UAM FUNDS, INC.
DATE July 17, 1996
<PAGE>
DOMESTIC ONLY
SPECIAL TERMS AND CONDITIONS RIDER
----------------------------------
Domestic Corporate Actions and Proxies
- --------------------------------------
With respect to domestic U.S. and Canadian Securities (the latter if held in
DTC), the following provisions will apply rather than the provisions of Section
8 of the Agreement and the Global Proxy Service rider:
The Bank will send to the Customer or the Authorized Person for a Custody
Account, such proxies (signed in blank, if issued in the name of the Bank's
nominee or the nominee of a central depository) and communications with
respect to Securities in the Custody Account as call for voting or relate
to legal proceedings within a reasonable time after sufficient copies are
received by the Bank for forwarding to its customers. In addition, the
Bank will follow coupon payments, redemptions, exchanges or similar matters
with respect to Securities in the Custody Account and advise the Customer
or the Authorized Person for such Account of rights issued, tender offers
or any other discretionary rights with respect to such Securities, in each
case, of which the Bank has received notice from the issuer of the
Securities, or as to which notice is published in publications routinely
utilized by the Bank for this purpose.
Fees
- ----
The fees referenced in Section 13 of this Agreement cover only domestic and
euro-dollar holdings. There will be no Schedule A to this Agreement, as there
are no foreign assets in the Accounts.
<PAGE>
DOMESTIC AND GLOBAL
SPECIAL TERMS AND CONDITIONS RIDER
----------------------------------
Domestic Corporate Actions and Proxies
- --------------------------------------
With respect to domestic U.S. and Canadian Securities (the latter if held in
DTC), the following provisions will apply rather than the pertinent provisions
of Section 8 of the Agreement and the Global Proxy Service rider:
The Bank will send to the Customer or the Authorized Person for a Custody
Account, such proxies (signed in blank, if issued in the name of the Bank's
nominee or the nominee of a central depository) and communications with
respect to Securities in the Custody Account as call for voting or relate
to legal proceedings within a reasonable time after sufficient copies are
received by the Bank for forwarding to its customers. In addition, the
Bank will follow coupon payments, redemptions, exchanges or similar matters
with respect to Securities in the Custody Account and advise the Customer
or the Authorized Person for such Account of rights issued, tender offers
or any other discretionary rights with respect to such Securities, in each
case, of which the Bank has received notice from the issuer of the
Securities, or as to which notice is published in publications routinely
utilized by the Bank for this purpose.
<PAGE>
Exhibit 11B
Consent of Independent Accountants
We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 44 to the registration
statement on Form N-1A (the "Registration Statement") of our report dated
December 9, 1996, relating to the financial statements and financial highlights
appearing in the October 31, 1996 Annual Report to The Shareholders of the McKee
U.S. Government Portfolio, McKee Domestic Equity Portfolio, and McKee
International Equity Portfolio which appears in such Statement of Additional
Information and to the incorporation by reference of our report into the
Prospectus which constitutes part of this Registration Statement.
We also consent to the incorporation by reference into the Registration
Statement of our reports dated December 9, 1996 relating to the financial
statements of the remaining 27 portfolios of UAM Funds, Inc. which are
incorported by reference under Item 24 of Part C of such Registration Statement.
We also consent to the references to us under the headings "Financial
Highlights," "Independent Accountants" and "Reports" in the Prospectuses and
under the heading "Financial Statements" in the Statements of Additional
Information.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
January 22, 1997
<PAGE>
Schedule or Computation of Performance Quotations
McKee Domestic Equity Portfolio
Exhibit 16
1. Average Annual Return (As of October 31, 1996)
P (1 + T)/N/ = ERV
WHERE: P = A hypothetical initial payment of $1,000
T = average annual total return
N = number of years
ERV = ending redeemable value at end of the period
Since Inception
One Year 03/25/95
-------- --------
P = $1,000 $1,000
T = 19.314% 20.959%
N = 1.00 years 1.00 years
ERV = $1,193 $1,374
<PAGE>
Schedule or Computation of Performance Quotations
McKee International Equity Portfolio
Exhibit 16
1. Average Annual Return (As of October 31, 1996)
P (1 + T)/N/ = ERV
WHERE: P = A hypothetical initial payment of $1,000
T = average annual total return
N = number of years
ERV = ending redeemable value at end of the period
Since Inception
One Year 05/26/94
-------- --------
P = $1,000 $1,000
T = 8.293% 3.959%
N = 1.00 years 2.44 years
ERV = $1,083 $1,099
<PAGE>
Schedule or Computation of Performance Quotations
McKee U.S. Government Portfolio
Exhibit 16
1. Average Annual Return (As of October 31, 1996)
P (1 + T)/N/ = ERV
WHERE: P = A hypothetical initial payment of $1,000
T = average annual total return
N = number of years
ERV = ending redeemable value at end of the period
Since Inception
One Year 03/02/95
-------- --------
P = $1,000 $1,000
T = 3.768% 8.226%
N = 1.00 years 1.67 years
ERV = $1,038 $1,141
2. Yield (30 days ending October 31, 1996) Yield = 2[(a-b/cd)+1) -1/6/]
Where: a = dividends and interest paid during the period $129,825
b = expenses accrued during the period (net of
reimbursements) $22,007
c = the average daily number of shares outstanding
during the period 158,057
d = the maximum offering price per share on the last
day of the period $10.58
Yield = 5.73%
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<CIK> 0000842286
<NAME> UAM FUNDS, INC.
<SERIES>
<NUMBER> 036
<NAME> MCKEE DOMESTIC EQUITY PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 61,465
<INVESTMENTS-AT-VALUE> 64,449
<RECEIVABLES> 228
<ASSETS-OTHER> 2
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 64,679
<PAYABLE-FOR-SECURITIES> 2,432
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 77
<TOTAL-LIABILITIES> 2,509
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 56,846
<SHARES-COMMON-STOCK> 4,648
<SHARES-COMMON-PRIOR> 562
<ACCUMULATED-NII-CURRENT> 67
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2,273
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,983
<NET-ASSETS> 62,170
<DIVIDEND-INCOME> 653
<INTEREST-INCOME> 52
<OTHER-INCOME> 0
<EXPENSES-NET> (364)
<NET-INVESTMENT-INCOME> 341
<REALIZED-GAINS-CURRENT> 2,273
<APPREC-INCREASE-CURRENT> 2,836
<NET-CHANGE-FROM-OPS> 5,449
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (279)
<DISTRIBUTIONS-OF-GAINS> (158)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,134
<NUMBER-OF-SHARES-REDEEMED> (83)
<SHARES-REINVESTED> 35
<NET-CHANGE-IN-ASSETS> 55,743
<ACCUMULATED-NII-PRIOR> 3
<ACCUMULATED-GAINS-PRIOR> 161
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 238
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 381
<AVERAGE-NET-ASSETS> 36,723
<PER-SHARE-NAV-BEGIN> 11.44
<PER-SHARE-NII> 0.10
<PER-SHARE-GAIN-APPREC> 2.08
<PER-SHARE-DIVIDEND> (0.09)
<PER-SHARE-DISTRIBUTIONS> (0.15)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.38
<EXPENSE-RATIO> 0.99
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<CIK> 0000842286
<NAME> UAM FUNDS, INC.
<SERIES>
<NUMBER> 035
<NAME> MCKEE INTERNATIONAL EQUITY PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 86,350
<INVESTMENTS-AT-VALUE> 91,054
<RECEIVABLES> 112
<ASSETS-OTHER> 180
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 91,346
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 122
<TOTAL-LIABILITIES> 122
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 85,372
<SHARES-COMMON-STOCK> 8,645
<SHARES-COMMON-PRIOR> 7,464
<ACCUMULATED-NII-CURRENT> 62
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,083
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4,707
<NET-ASSETS> 91,224
<DIVIDEND-INCOME> 1,613
<INTEREST-INCOME> 85
<OTHER-INCOME> 0
<EXPENSES-NET> (888)
<NET-INVESTMENT-INCOME> 810
<REALIZED-GAINS-CURRENT> 1,086
<APPREC-INCREASE-CURRENT> 4,700
<NET-CHANGE-FROM-OPS> 6,595
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<DISTRIBUTIONS-OF-INCOME> (769)
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<NAME> UAM FUNDS, INC.
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<NAME> MCKEE U.S. GOVERNMENT PORTFOLIO
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