<PAGE>
As filed with the Securities and Exchange Commission on August 21, 1998
Securities Act File No. 33-25355
Investment Company Act of 1940 File No. 811-5683
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [_]
POST-EFFECTIVE AMENDMENT NO. 52 [X]
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [_]
AMENDMENT NO. 54 [X]
UAM FUNDS, INC.
(Exact Name of Registrant as specified in Charter)
c/o United Asset Management Corporation
One International Place
Boston, Massachusetts 02110
(Address of Principal Executive Offices)
Registrant's Telephone Number (617) 330-8900
Michael E. DeFao, Secretary
UAM Fund Services, Inc.
211 Congress Street
Boston, Massachusetts 02110
(Name and Address of Agent for Service)
---------------------------------------
COPY TO:
Audrey C. Talley, Esq.
Drinker Biddle & Reath LLP
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107-3469
IT IS PROPOSED THAT THIS FILING BECOME EFFECTIVE
(CHECK APPROPRIATE BOX):
[_] Immediately upon filing pursuant to Paragraph (b)
[X] on August 24, 1998 pursuant to Paragraph (b)
[_] 60 days after filing pursuant to paragraph (a) (1)
[_] on (date) pursuant to paragraph (a) (1)
[_] 75 days after filing pursuant to Paragraph (a) (2)
[_] on (date) pursuant to Paragraph (a) (2) of Rule 485.
<PAGE>
PART A
UAM FUNDS, INC.
The following prospectus is included in this Post-Effective Amendment No. 52.
. DSI Small Cap Value Portfolio Institutional Class Shares
The following prospectuses are contained in Post-Effective Amendment No. 50,
filed on January 22, 1998:
. Acadian Emerging Markets Portfolio and Acadian International Equity
Portfolio Institutional Class Shares.
. The C&B Portfolios Institutional Class Shares.
. The DSI Portfolios Institutional Class Shares.
. DSI Disciplined Value Portfolio 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 Small Company & ICM Equity Portfolios Institutional Class Shares.
. The McKee Portfolios Institutional Class Shares.
. The NWQ Portfolios Institutional Class Shares.
. The NWQ Portfolios Institutional Service Class Shares.
. Rice, Hall, James Small Cap Portfolio and Rice, Hall, James Small/Mid
Cap Portfolio 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.
. The TS&W Portfolios Institutional Class Shares.
<PAGE>
UAM FUNDS
Prospectus
1998
DSI SMALL CAP VALUE PORTFOLIO
[LOGO OF UAM]
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Fund Expenses............................................................... 3
Prospectus Summary.......................................................... 5
Risk Factors................................................................ 6
Investment Objectives....................................................... 7
Investment Policies......................................................... 7
Other Investment Policies................................................... 8
Investment Limitations...................................................... 12
Purchase of Shares.......................................................... 13
Redemption of Shares........................................................ 16
Shareholder Services........................................................ 19
Valuation of Shares......................................................... 20
Performance Calculations.................................................... 21
Dividends, Capital Gains Distributions and Taxes............................ 22
Investment Adviser.......................................................... 23
Adviser's Historical Performance............................................ 26
Administrative Services..................................................... 27
Distributor................................................................. 27
Portfolio Transactions...................................................... 28
General Information......................................................... 28
UAM Funds -- Institutional Class Shares..................................... 30
</TABLE>
1
<PAGE>
UAM FUNDS DSI SMALL CAP VALUE PORTFOLIO
INSTITUTIONAL CLASS SHARES
- -------------------------------------------------------------------------------
PROSPECTUS --AUGUST, 1998
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 policies.
The DSI Small Cap Value Portfolio currently offers only one class of shares.
The securities offered in this Prospectus are Institutional Class Shares of
one diversified, no-load Portfolio of the Fund managed by Dewey Square Invest-
ors Corporation.
DSI SMALL CAP VALUE PORTFOLIO. The objective of the DSI Small Cap Value
Portfolio (the "Portfolio") is to provide maximum capital appreciation consis-
tent with reasonable risk to principal by investing in primarily smaller capi-
talized companies.
There can be no assurance the Portfolio will achieve its stated objective.
Keep this Prospectus for future reference. It contains information that you
should know before you invest. A "Statement of Additional Information" (SAI)
containing additional information about the Fund has been filed with the Secu-
rities and Exchange Commission. The SAI is dated August , 1998 and has been
incorporated by reference into this Prospectus. For a free copy of the SAI
contact the UAM Funds Service Center at 1-800-638-7983.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
2
<PAGE>
FUND EXPENSES
The following table illustrates expenses and fees that a shareholder of the
Portfolio's Institutional Class Shares would incur. The Fund does not charge
transaction expenses. 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>
DSI SMALL CAP
VALUE
PORTFOLIO
INSTITUTIONAL
CLASS SHARES
-------------
<S> <C>
Sales Load Imposed on Purchases................................ NONE
Sales Load Imposed on Reinvested Dividends..................... NONE
Deferred Sales Load............................................ NONE
Redemption Fees................................................ NONE
Exchange Fees.................................................. NONE
</TABLE>
ESTIMATED ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
DSI SMALL CAP
VALUE
PORTFOLIO
INSTITUTIONAL
CLASS SHARES
-------------
<S> <C>
Investment Advisory Fees (after fee waiver).................... 0.75%
12b 1 Fees..................................................... NONE
Other Expenses................................................. 0.35%
Administrative Fees............................................ 0.20%
----
Total Operating Expenses (after fee waiver):................... 1.30%*
====
</TABLE>
- -----------
* The Adviser has voluntarily agreed to waive a portion of its advisory fees.
Absent the Adviser's fee waiver, Investment Advisory fees would be 0.85% and
total operating expenses would be 1.40%.
The table above shows various fees and expenses and investor would bear di-
rectly or indirectly. The expenses and fees set forth above for the Portfo-
lio are based on estimates. For purposes of calculating the fees set forth
above, the table assumes that the Portfolio's average daily assets will be
$25 million.
3
<PAGE>
The following example illustrates expenses 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 ta-
ble above, the Portfolio charges no redemption fee of any kind.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
DSI Small Cap Value Portfolio Institutional Class Shares.... $13 $41
</TABLE>
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.
4
<PAGE>
PROSPECTUS SUMMARY
INVESTMENT ADVISER
Dewey Square Investors Corporation (the "Adviser"), an investment counseling
firm founded in 1989, serves as investment adviser to the Fund's five DSI
Portfolios, including the DSI Small Cap Value Portfolio. The Adviser was
formed as the successor to the business of The Dewey Square Investors Division
of The First National Bank of Boston, which division was established in 1984.
The Adviser presently manages over $3.4 billion in assets for institutional
clients and high net worth individuals. (See "INVESTMENT ADVISER.")
PURCHASE OF SHARES
Shares of the Portfolio are offered through UAM Fund Distributors, Inc. (the
"Distributor"), to investors at net asset value without a sales commission.
Share purchases may be made by sending investments directly to the Fund. The
minimum initial investment is $2,500. The minimum for subsequent investments
is $100. Certain exceptions to the initial or minimum investment amounts may
be made by the officers of the Fund. (See "PURCHASE OF SHARES.")
DIVIDENDS AND DISTRIBUTIONS
The Portfolio will normally distribute substantially all of its net invest-
ment income in quarterly dividends. The Portfolio will distribute any realized
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 the 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. Shares of the Portfolio may be exchanged for shares of the same class
of any other portfolio of the UAM Funds. (See "REDEMPTION OF SHARES" and "EX-
CHANGE PRIVILEGE.")
ADMINISTRATIVE SERVICES
UAM Fund Services Inc. ("UAMFSI"), a wholly-owned subsidiary of United Asset
Management Corporation ("UAM"), is responsible for performing and overseeing
administration, fund accounting, dividend disbursing and transfer agency serv-
ices provided to the Fund and its Portfolios by third-party service providers.
(See "ADMINISTRATIVE SERVICES.")
5
<PAGE>
RISK FACTORS
The value of a Portfolio's 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 a Portfolio invests. Prospective
investors should consider the following: (1) The Portfolio may invest a por-
tion of its assets in derivatives including futures contracts and options (See
"FUTURES CONTRACTS AND OPTIONS"); (2) The Portfolio invests primarily in small
and medium capitalization companies, some of which may be foreign based, which
may exhibit greater volatility than common stock of companies which have
larger market capitalization (See "INVESTMENT POLICIES" and "FOREIGN INVEST-
MENTS"); (3) In general, the Portfolio will not trade for short-term profits,
but when circumstances warrant, investments may be sold without regard to the
length of time held. High rates of portfolio turnover may result in additional
transaction costs and the realization of capital gains (See "OTHER INVESTMENT
POLICIES -- PORTFOLIO TURNOVER"); (4) In addition, the Portfolio may use vari-
ous investment practices, including investing in repurchase agreements, when-
issued, forward delivery and delayed settlement securities and lending of se-
curities. (See "OTHER INVESTMENT POLICIES.")
6
<PAGE>
INVESTMENT OBJECTIVES
The objective of the Portfolio is to provide maximum capital appreciation
consistent with reasonable risk to principal by investing in primarily smaller
capitalized companies. Using a value approach to stock selection, normally the
Adviser intends to pursue this objective by investing at least 65% of the
Portfolio's assets in equity securities of companies whose market capitaliza-
tion falls within the range of the Russell 2000 Index.
There can be no assurance that the Portfolio will achieve its stated objec-
tive.
INVESTMENT POLICIES
Normally, the Portfolio seeks to achieve its objective by investing at least
65% of the Portfolio's assets in equity securities of companies whose market
capitalization falls within the range of the Russell 2000 Index. The equity
securities in the Portfolio will consist of common stock and securities con-
vertible into common stock, including convertible preferred stocks and/or con-
vertible bonds.
The bottom-up selection process for the portfolio focuses upon stocks of
statistically undervalued yet sound companies that are likely to show improv-
ing fundamental prospects with an identifiable catalyst for change, which may
include any of the following: improving fundamentals; a new product; new man-
agement; industry or company restructuring; a strategic acquisition; regula-
tory changes, etc. Using quantitative screening parameters such as relative
price/ earnings ratio, relative dividend yield, relative price to book ratio,
debt adjusted price to sales and other financial ratios, the advisor identi-
fies potentially undervalued securities. These securities are screened by
"earnings per share" revisions, which measure the change in earnings estimate
expectations. The list of stocks is further narrowed by the use of fundamental
security analysis which may include on-site visits, outside research and ana-
lytical judgment.
The Adviser expects that a majority of the investments in the Portfolio will
be in U.S. based companies; however, shares of non-U.S. based companies may be
purchased if they meet the Portfolio's selection criteria. Under normal cir-
cumstances, investments in foreign-based companies will comprise no more than
20% of the Portfolio's assets.
The Adviser expects the cash reserves will represent a relatively small per-
centage of the Portfolio's assets (no more than 20% under most circumstances).
In unusual circumstances, or for temporary purposes when market or economic
conditions may warrant, the Portfolio may invest all or a portion of its as-
sets in short term investments, cash, or cash equivalents. When the Portfolio
is in a defensive position, it may not be pursuing its investment objective.
7
<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, the 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 Ratings
Services or Prime-1 or Prime-2 by Moody's Investors Service, Inc. or if
unrated, determined by the Adviser to be of comparable quality.
Time deposits maturing in more than seven days will not be purchased by the
Portfolio, and time deposits maturing from two business days through seven
calendar days will not exceed 10% of the total assets of the Portfolio. The
Portfolio will not invest in any security issued by a commercial bank unless
(i) the bank has total assets of at least $1 billion, or the equivalent in
other currencies, (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
the 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, a Portfolio may earn a higher
rate of return on investments relative to what it could earn individually.
The Fund has received permission from the SEC for each of its Portfolios to
invest, for cash management purposes, the greater of 5% of its total assets or
$2.5 million in the Fund's DSI Money Market Portfolio. (See "INVESTMENT COMPA-
NIES.")
REPURCHASE AGREEMENTS
The 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 sell that security back at an agreed upon price plus an agreed upon market
rate of interest. Under a repurchase agreement, the seller is required to
maintain the value
8
<PAGE>
of securities subject to the agreement at not less than 100% of the repurchase
price. The value of the securities 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 Portfolio to experience a loss or delay in
the liquidation of the collateral securing the repurchase agreement. The Port-
folio 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 security selection criteria and careful moni-
toring procedures. The Fund has received permission from the SEC to pool daily
uninvested cash balances of the Fund's Portfolios in order to invest in repur-
chase agreements on a joint basis. By entering into joint repurchase agree-
ments, a Portfolio may incur lower transaction costs and earn higher rates of
interest on joint repurchase agreements. Each Portfolio's contribution would
determine its return from a joint repurchase agreement (See "SHORT TERM IN-
VESTMENTS").
LENDING OF SECURITIES
The 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 total assets at fair market
value would be committed to loans. During the term of a loan, the Portfolio is
subject 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
by the Adviser 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 Portfolio 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, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES
The Portfolio may purchase and sell securities on a "when-issued," "delayed
settlement," or "forward delivery" basis. "When-issued" or "forward delivery"
refers to securities whose terms and indenture are available, and for which a
market exists, but which are not available for immediate delivery. When-issued
and forward delivery transactions may be expected to occur a month or more be-
fore delivery is due. Delayed settlement is a term used to describe settlement
of a securities transaction in the secondary market which will occur sometime
in the future. No payment or delivery is made by a Portfolio until it receives
payment or
9
<PAGE>
delivery from the other party to any of the above transactions. It is possible
that the market price of the securities at the time of delivery may be higher
or lower than the purchase price. The Portfolio will maintain a separate ac-
count of cash or liquid securities at least equal to the value of purchase
commitments until payment is made. Typically, no income accrues on securities
purchased on a delayed delivery basis prior to the time delivery is made al-
though the Portfolio may earn income on securities it has deposited in a seg-
regated account.
The Portfolio may engage in these types of purchases in order to buy securi-
ties that fit with its investment objectives at attractive prices -- not to
increase its investment leverage.
PORTFOLIO TURNOVER
Under normal circumstances, the maximum projected turnover rate is expected
to be no more than 150%. 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 Portfolio will not normally engage in short-term trading, but
reserves the right to do so.
INVESTMENT COMPANIES
The Portfolio reserves the right to invest up to 10% of its total assets,
calculated at the time of investment, in the securities of other open-end or
closed-end investment companies. No more than 5% of the investing Portfolio's
total assets may be invested in the securities of any one investment company
nor may it acquire more than 3% of the voting securities of any other invest-
ment company. The Portfolio will indirectly bear its proportionate share of
any management fees paid by an investment company in which it invests in addi-
tion 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 a Portfolio's assets invested in the DSI Money Market
Portfolio, the investing Portfolio's adviser will waive its investment advi-
sory 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 share-
holders.
FOREIGN INVESTMENTS
Investing in foreign companies may involve additional risks and considera-
tions which are not typically associated with investing in U.S. companies.
Since securities of foreign companies are normally denominated in foreign cur-
rencies, the Portfolio may be affected favorably or unfavorably by changes in
currency rates
10
<PAGE>
and in exchange control regulations, and may incur costs in connection with
conversions between various currencies.
As non-U.S. companies are not generally subject to uniform accounting, au-
diting and financial reporting standards and practices comparable to those ap-
plicable to U.S. companies, comparable information may not be readily avail-
able about certain foreign companies. Securities of some non-U.S. companies
may be less liquid and more volatile than securities of comparable U.S. compa-
nies. In addition, in certain foreign countries, there is the possibility of
expropriation or confiscatory taxation, political or social instability, or
diplomatic developments which could affect U.S. investments in those coun-
tries. Additionally, there may be difficulty in obtaining and enforcing judg-
ments against foreign issuers.
FUTURES CONTRACTS AND OPTIONS
In order to remain fully invested, and to reduce transaction costs, the
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. The 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. The Portfolio will engage in futures and options transactions for
hedging purposes only, and not for speculative purposes.
Futures and options can be volatile and involve various degrees and types of
risk. If the Portfolio judges market conditions incorrectly or employs a
strategy that does not correlate well with its investments, use of futures and
options contracts could result in a loss. The Portfolio could also suffer
losses if it is unable to liquidate its position due to an illiquid secondary
market. In the opinion of the Directors of the Fund, the risk that the Portfo-
lio 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 national exchanges and for which there appears to be a liquid sec-
ondary market.
RESTRICTED SECURITIES
The Portfolio may purchase restricted securities that are not registered for
sale to the general public but which are eligible for resale to qualified in-
stitutional investors under Rule 144A of the Securities Act of 1933. Under the
supervision of the Fund's Board of Directors, the Adviser determines the li-
quidity of such investments by considering all relevant factors. Provided that
a dealer or institutional trading market in such securities exists, these re-
stricted securities are not treated as illiquid securities for purposes of the
Portfolio's investment limitations. The Portfolio may also invest up to 15% of
its net assets in illiquid securities. Prices realized from sales of these se-
curities could be more or less than those originally
11
<PAGE>
paid by the Portfolio or less than what may be considered the fair value of
such securities.
Except as specified above and as described under "INVESTMENT LIMITATIONS,"
the foregoing investment policies are not fundamental and the Directors may
change such policies without an affirmative vote of a "majority of the out-
standing voting securities of a Portfolio," as defined in the 1940 Act.
INVESTMENT LIMITATIONS
The Portfolio will not:
(a) with respect to 75% of its assets, invest more than 5% of its total
assets at the time of purchase in the securities of any single issuer
(other than obligations issued or guaranteed as to principal and in-
terest by the U.S. Government or any of its agencies or instrumentali-
ties);
(b) with respect to 75% of its assets, purchase more than 10% of any class
of the outstanding voting securities of any issuer;
(c) invest more than 5% of its assets at the time of purchase in the 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 (i) by purchasing bonds, debentures or similar obli-
gations which are publicly distributed, (including repurchase agree-
ments provided, that repurchase agreements maturing in more than seven
days, together with securities which are not readily marketable, will
not exceed 15% of the Portfolio's net assets), and (ii) by lending its
portfolio securities to banks, brokers, dealers and other financial
institutions so long as such loans are not inconsistent with the 1940
Act or the rules and regulations or interpretations of the SEC there-
under;
(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) a Portfolio may not purchase additional securities when
borrowings exceed 5% of total gross assets; or
(g) pledge, mortgage or hypothecate any of its assets to an extent greater
than 33 1/3% of its total assets at fair market value.
The investment objectives of the Portfolio are non-fundamental and may be
changed without shareholder approval. Except for limitations (a), (b), (d),
(e) and
12
<PAGE>
(f)(i), the Portfolio's investment limitations and policies described in this
Prospectus and in the SAI are not fundamental and may be changed by the Fund's
Board of Directors upon reasonable notice to investors. All other investment
limitations described here and in the SAI are fundamental policies and may be
changed only with the approval of the holders of a majority of the outstanding
shares of the Portfolio. If a percentage limitation on investment or utiliza-
tion of assets as set forth above is adhered to at the time an investment is
made, a later change in percentage resulting from changes in the value or to-
tal cost of the Portfolio's assets will not be considered a violation of the
restriction.
PURCHASE OF SHARES
Shares of the 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 or the designated Serv-
ice Agent. (See "VALUATION OF SHARES.") The minimum initial investment re-
quired is $2,500. Certain exceptions may be made by the officers of the Fund.
Shares of the Portfolio may be purchased by customers of brokers-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 purchases or
redemptions of Portfolio shares and may charge transaction or other account
fees. Each Service Agent is responsible for transmitting to its customers a
schedule of any such fees and information regarding additional or different
purchase or redemption conditions. Shareholders who are customers of Service
Agents should consult their Service Agent for information regarding these fees
and conditions. Amounts paid to Service Agents may include transaction fees
and/or service fees paid by the Fund from the Fund assets attributable to the
Service Agent, which would not be imposed if shares of the Portfolio were pur-
chased directly from the Fund or the Distributor. Service Agents may provide
shareholder services to their customers that are not available to a share-
holder dealing directly with the Fund. A salesperson and any other person en-
titled 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, or if applicable, their designees, that have entered into
agreements with the Fund or its agent may enter confirmed purchase or redemp-
tion orders on behalf of clients and customers, with payment to follow no
later than the Portfolio's pricing on the following business day. If payment
is not received by the Fund's Sub-Transfer Agent, Chase Global Funds Services
Company by such time, the Service Agent could be held liable for resulting
fees or losses. The Portfolio may be deemed to have received a purchase or re-
demption order when a Service Agent, or, if applicable, its authorized desig-
nee, accepts the order. Orders received
13
<PAGE>
by the Fund in proper form will be priced at the Portfolio's net asset value
next computed after they are accepted by the Service Agent or its authorized
designee. Service Agents are responsible to their customers and the Fund for
timely transmission of all subscription and redemption requests, investment
information, documentation and money.
INITIAL INVESTMENTS
BY MAIL
. Complete and sign an Application and mail it together with a check made
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 purchases of shares received by mail will be credited to an ac-
count at the next share price calculated for the Portfolio after receipt. Pay-
ment 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. The Fund will not accept third-party checks to purchase
shares of the Portfolio. If you purchase shares by check, please be sure that
your check is made payable to "UAM Funds."
BY WIRE
. Telephone the UAM Funds Service Center and provide the account name, ad-
dress, telephone number, social security or taxpayer identification num-
ber, Portfolio selected, amount being wired and the name of the bank
wiring the funds. The call must be received prior to the close of regu-
lar trading on the NYSE (generally 4:00 PM Eastern Time) to receive that
day's price. An account number and a wire control number will then be
provided to you, in addition to wiring instructions. Next,
. Instruct your bank to wire the specified amount to the Fund's Custodian:
The Chase Manhattan Bank
ABA #021000021
UAM Funds
DDA Acct. #9102772952
Ref: Portfolio Name _______________________
Your Account Number _______________________
Your Account Name _______________________
Wire Control Number _______________________
(assigned by UAM Funds Service Center)
14
<PAGE>
. Forward a completed Application to the Fund at the address shown on the
form. Federal Funds purchases will be accepted only on a day on which
both the NYSE and the Custodian Bank are open for business.
. To be sure that a bank wire order is received on the same day it is
sent, and investors bank should wire funds as early in the day as possi-
ble. The bank sending funds may charge for this service. The Fund's
agent reserves the right to charge investors for receipt of wired funds,
but no charge is currently imposed for this service. It is necessary to
obtain a new wire control number every time money is wired into an ac-
count in the Portfolio. Wire control numbers are effective for one
transaction only and cannot be used more than once. Wired money that is
not properly identified with a currently effective wire control number
will be returned to the bank from which it was wired and will not be
credited to the shareholder's account.
ADDITIONAL INVESTMENTS
Additional investments can be made at any time. The minimum additional in-
vestment is $100. Shares can be purchased at net asset value by mailing a
check made payable to "UAM Funds" to the above address or by wiring money to
the Custodian Bank using the instructions outlined above. When making addi-
tional investments, be sure that the account number, account name and the
Portfolio to be purchased are identified on the check or wire. Prior to wiring
additional investments, notify the UAM Funds Service Center by calling the
number on the cover of this Prospectus. Mail orders should include, when pos-
sible, the "Invest by Mail" stub which accompanies any Fund confirmation
statement.
PURCHASE BY ACH
If you have made this election, shares of the Portfolio may be purchased via
Automated Clearing House ("ACH"). Investors purchasing via ACH should complete
the bank information section on the Account Application and attach a voided
check or deposit slip to the Account Application. This option must be estab-
lished on your account at least 15 days prior to your initiating an ACH trans-
action. (See "SHAREHOLDER SERVICES -- AUTOMATIC INVESTMENT PLAN.")
OTHER PURCHASE INFORMATION
Investments received by the close of regular trading on the NYSE (generally
4 p.m. Eastern Time) 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 the Portfolio or to reject purchase orders when, in the judgment of manage-
ment, such suspension or rejection is in the best interests of the Fund. The
Portfolio is intended to be a long-term investment vehicle and is not designed
to provide investors with a means of speculation on short-term market move-
ments. A pattern of frequent
15
<PAGE>
purchases can be disruptive to efficient portfolio management and, consequent-
ly, can be detrimental to the Portfolio's performance and its shareholders.
Accordingly, if the Fund's management determines that an investor is engaged
in excessive trading, the Fund, with or without prior notice, may reject in
whole or part any purchase request with respect to such investor's account.
Such investor also may be barred from purchasing other Portfolios of the Fund.
Purchases of the Portfolio's shares will be made in full and fractional shares
of the Portfolio calculated to three decimal places. Certificates for frac-
tional shares will not be issued. 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 the 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 described under "VALUATION OF SHARES" at the next
determination of net asset value after acceptance. Shares issued by the Port-
folio in exchange for securities will be issued at net asset value determined
as of the same time. All dividends, interest, subscription, or other rights
pertaining to such securities shall become the property of the Portfolio and
must be delivered to the Fund by the investor upon receipt from the issuer.
Securities acquired through an in-kind purchase will be acquired for invest-
ment and not for immediate resale.
The Fund will not accept securities in exchange for shares of a Portfolio
unless:
. at the time of exchange, such securities are eligible to be included in
the Portfolio (current market quotations must be readily available for
such securities);
. the investor represents and agrees that all securities offered to be ex-
changed are liquid securities and not subject to any restrictions upon
their sale by the Portfolio under the Securities Act of 1933, or other-
wise; and
. the value of any such securities (except U.S. Government securities) be-
ing exchanged together with other securities of the same issuer owned by
the Portfolio will not exceed 5% of the net assets of the Portfolio im-
mediately after the transaction.
Investors who are subject to federal taxation upon exchange may realize a
gain or loss for federal income tax purposes depending upon the cost of secu-
rities or local currency exchanged. Investors interested in such exchanges
should contact the Adviser.
REDEMPTION OF SHARES
Shares of the Portfolio may be redeemed by mail or telephone at any time,
without cost, at the net asset value of the Portfolio next determined after
receipt of the redemption request. No charge is made for redemptions. Any re-
demption may
16
<PAGE>
be more or less than the purchase price of the shares depending on the market
value of 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 registered;
. any required signature guarantees (see "SIGNATURE GUARANTEES"); and
. any other necessary legal documents, if required, in the case of es-
tates, trusts, guardianships, custodianships, corporations, pension 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 Applica-
tion; and
. call the Fund and instruct that the redemption proceeds be mailed to you
or wired to your bank.
The following tasks cannot be accomplished by telephone:
. changing the name of the commercial bank or the account designated to
receive redemption proceeds (this can be accomplished only by a written
request signed by each shareholder, with each signature guaranteed);
. redemption of certificated shares by telephone.
The Fund and 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 instructions
if the Fund or the Sub-Transfer Agent do 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.
17
<PAGE>
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.
OTHER REDEMPTION INFORMATION
The Fund ordinarily will make payment for all shares redeemed with in seven
days after receipt by the UAM Funds Service Center or a redemption request in
proper form. Although the Fund will redeem shares purchased by check before
the check clears, payment of the redemption proceeds may be delayed for a pe-
riod of up to fifteen days after their purchase, pending determination that
the check has cleared. Investors should consider purchasing shares using a
certified or bank check or money order if they anticipate an immediate need
for redemption proceeds. The Fund may suspend the right of redemption or post-
pone the date at times when both the NYSE and Custodian Bank are closed, or
under any emergency circumstances determined by the SEC.
If the Board of Directors determines that it would be detrimental to the
best interests of remaining shareholders of the Fund to make payment wholly or
partly in cash, the Fund may pay redemption proceeds in whole or in part by a
distribution in-kind of liquid securities held by a Portfolio in lieu of cash
in conformity with applicable rules of the SEC. Investors may incur brokerage
charges on the sale of portfolio securities received in payment of redemp-
tions.
The Portfolio reserves the right to liquidate any account that is below
fifty percent of the required minimum initial investment amount for the Port-
folio as set forth in the Prospectus, where the reduction in value has oc-
curred due to a redemption or exchange out of the account. If at any time your
total investment does not have a value of at least fifty percent of the re-
quired minimum initial investment amount, you may be notified that the value
of your account is below the Portfolio's minimum account balance requirement.
You would then be allowed 60 days to make an additional investment before the
account is liquidated. Retirement accounts and certain other accounts will not
be subject to automatic liquidation.
18
<PAGE>
Reductions in value that result solely from market activity will not trigger
an involuntary redemption.
SHAREHOLDER SERVICES
EXCHANGE PRIVILEGE
Institutional Class Shares of the Portfolio may be exchanged for Institu-
tional Class Shares of any other UAM Funds Portfolio. See the list of Portfo-
lios of the UAM Funds at the end of this Prospectus. Exchange requests should
be made by contacting the UAM Funds Service Center.
Any exchange will be based on the net asset value of the shares involved.
There is no sales commission or charge of any kind for an exchange. Before
making an exchange into a Portfolio, a shareholder should read its Prospectus
and consider the investment objectives of the Portfolio to be purchased. Call
the UAM Funds Service Center 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 to the shareholder and if the registration of the
two accounts will be identical. Requests for exchanges received prior to the
close of regular trading on the NYSE (generally 4 p.m. Eastern Time) will be
processed as of the close of business on the same day. Requests received after
the close of regular trading on the NYSE (generally 4 p.m. Eastern Time) will
be processed on the next business day. The Fund may modify or terminate the
exchange program at any time upon 60 days' written notice to shareholders, and
may reject any exchange request. If the Fund's management determines that an
investor is engaged in excessive trading, the Fund, with or without prior no-
tice may reject in whole or part any exchange request, with respect to such
investor's account. Such investors also may be barred from exchanging into
other Portfolios of the Fund. For additional information regarding responsi-
bility for the authenticity of telephoned instructions, see "REDEMPTION OF
SHARES--BY TELEPHONE." An exchange into another UAM Funds portfolio is a sale
of shares and may result in a gain or loss for income tax purposes.
AUTOMATIC INVESTMENT PLAN
An Automatic Investment Plan permits shareholders of a Portfolio with a min-
imum value of $2,500 or more to purchase shares automatically (minimum of $100
per transaction) at regular intervals selected by the shareholder. Provided
the shareholder's bank or other financial institution allows automatic with-
drawals, shares are purchased by transferring funds via the Automated Clearing
House ("ACH"). Investment made through ACH will be automatically transferred
from a shareholder's checking, bank money market or NOW account designated by
the
19
<PAGE>
shareholder. Such withdrawals are made electronically, if the shareholder's
bank or financial institution so permits, or by pre-authorized checks or
drafts drawn on the shareholder's bank or other account. The bank or financial
institution must be a member of ACH. At the shareholder's option, the account
designated will be debited in the specified amount, and shares will be pur-
chased monthly or quarterly.
To establish an Automatic Investment Plan, a shareholder must complete the
Optional Services Form available from the UAM Funds Service Center at 1-800-
638-7983 and mail it to Chase Global Funds Service Company. A shareholder may
cancel his/her participation or change the amount of purchase at any time by
mailing written notification to Chase Global Funds Services Company, P.O./ Box
2798, Boston, MA 02208-2798. Notification generally will be effective three
business days following receipt. The Fund may modify or terminate this privi-
lege at any time, or may charge a service fee, although no such fee currently
is contemplated.
SYSTEMATIC WITHDRAWAL PLAN
Any shareholder whose account balance totals at least $10,000 may establish
a Systematic Withdrawal Plan under which an amount pre-determined by the
shareholder (but at least $100) is automatically redeemed from the sharehold-
er's account either monthly or quarterly. A shareholder may participate in the
Systematic Withdrawal Plan by using ACH. Redemption made through ACH will be
automatically transferred to the shareholder's bank or other similar financial
institution account or a properly designated third party. The bank or finan-
cial institution must be a member of ACH. Redemptions ordinarily are made on
the third business day of the month and payments ordinarily will be transmit-
ted within five business days after the redemption date. Because the prices of
Fund shares fluctuate, the number of shares redeemed to finance systematic
withdrawal payments or a given amount will vary from payment to payment. If a
shareholder owns shares in more than one Portfolio, the shareholder must des-
ignate the Portfolio from which the redemptions under a Systematic Withdrawal
Plan should be made. An additional sheet may be attached to the Optional Serv-
ices Form if a shareholder selects more than one Portfolio. A Systematic With-
drawal Plan may be terminated or suspended at any time by the Fund. A share-
holder may elect at any time, in writing, to terminate participation in the
Systematic Withdrawal Plan. Such written election must be sent to an received
by the Fund before a termination becomes effective. There is currently no
charge to the shareholder for a Systematic Withdrawal Plan.
VALUATION OF SHARES
The net asset value of the 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 the Portfolio is determined as of
the close of the NYSE on each day that the NYSE is open for business.
20
<PAGE>
Equity securities listed on a securities exchange for which market quota-
tions are readily available are valued at the last quoted sale price of the
day. Price information on listed securities is taken from the exchange where
the security is primarily traded. Unlisted equity securities and listed secu-
rities not traded on the valuation date for which market quotations are read-
ily available are valued neither exceeding the current asked prices nor less
than the current bid prices. Quotations of foreign securities 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. Bonds and other fixed income securities may be valued on the basis of
prices provided by a pricing service when such prices are believed to reflect
the fair market value of such securities. Securities purchased with remaining
maturities of 60 days or less are valued at amortized cost when the Board of
Directors determines that amortized cost reflects fair value.
The value of other assets and securities for which no quotations are readily
available (including restricted securities) is determined in good faith at
fair value using methods determined by the Directors.
PERFORMANCE CALCULATIONS
The Portfolio measures 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 according to a standard that is required for all bond 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 Portfolio over a
given period, assuming reinvestment of any dividends and capital gains. A cu-
mulative 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 Portfolio's 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 Portfolio's SAI. This information may also be included in sales
literature and advertising.
21
<PAGE>
The Portfolio's Annual Report to Shareholders for the most recent fiscal
year end contains additional performance information that includes comparisons
with appropriate indices. The Annual Report is available without charge. Con-
tact 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
The 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 Portfolio will normally distribute them
annually.
All dividends and capital gains distributions will be automatically rein-
vested in additional shares of the Portfolio unless the Fund is notified in
writing that the shareholder elects to receive the distributions in cash.
FEDERAL TAXES
The Portfolio intends to qualify as a "regulated investment company" under
subchapter M of the Internal Revenue Code of 1986, as amended, for federal in-
come tax purposes and to meet all other requirements that are necessary for it
(but not its shareholders) to be exempt from federal taxes on income and gains
paid to shareholders in the form of dividends. To do this, the Portfolio must,
among other things, distribute substantially all of its ordinary income and
net capital gains on a current basis and maintain a portfolio of investments
which satisfies certain diversification criteria.
Dividends paid by the 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
notified annually of dividend income earned for tax purposes.
Dividends declared in October, November or December to shareholders of rec-
ord in such a month and paid in January of the following year will be deemed
to have been paid by the Fund and received by the shareholders on December 31.
The Fund is required by Federal law to withhold 31% of reportable payments
paid to shareholders who have not complied with IRS regulations. In order to
avoid this withholding requirement, you must certify that your Social Security
or Taxpayer Identification Number you have 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.
22
<PAGE>
Dividends and interest received by the Portfolio may give rise to withhold-
ing and other taxes imposed by foreign countries. These taxes reduce the Port-
folio's dividends but are included in the taxable income reported on your tax
statement if the Portfolio qualifies for this tax treatment and elects to pass
it through to you. Consult a tax adviser for more information regarding deduc-
tions and credits for foreign taxes.
INVESTMENT ADVISER
Dewey Square Investors Corporation, a Delaware corporation formed in 1989 as
the successor to the business of the Dewey Square Investors Division of the
First National Bank of Boston (which division was established in 1984), is lo-
cated at One Financial Center, Boston, MA 02111. The Adviser is a wholly-owned
subsidiary of United Asset Management Corporation, a holding company, and pro-
vides investment management services to corporations, foundations, endowments,
pension and profit sharing plans, trusts, estates and other institutions and
individuals. As of the date of this prospectus, the Adviser has over $3.4 bil-
lion in assets under management.
The investment professionals of the Adviser who are primarily responsible
for the day-to-day operations of the Portfolio and a description of their
business experience during the past five years are as follows:
RONALD L. MCCULLOUGH, CFA, MANAGING DIRECTOR--EQUITY, is part of the team
that founded Dewey Square in 1984, and has been the Managing Director--Equity
since 1988. He is the senior equity strategist and is responsible for all eq-
uity investments. He has 29 years of investment experience. Prior to joining
Dewey Square, Mr. McCullough was Senior Portfolio Manager and a member of the
Trust Investment Committee at Bank of Boston's Institutional Investment Divi-
sion. He has a BA from Harvard College and is a member of the Boston Security
Analysts Society and the Institute of Chartered Financial Analysts (CFA). Mr.
McCullough has co-managed the equity portion of the DSI Balanced Portfolio
since its inception with Ms. Dewitz, co-managed the DSI Disciplined Value
Portfolio since its inception with Mr. Stephenson, and co-manages the DSI
Small Cap Value Portfolio with Mr. Stephenson and Mr. Pitz.
ROBERT S. STEPHENSON, CPA, SENIOR PORTFOLIO MANAGER, EQUITY, has 25 years
experience in the investment business and joined Dewey Square in 1991. He was
most recently at The Putnam Management Company from 1978 through 1990 where he
managed the Putnam Option Trust. He graduated from Rochester Institute of
Technology with a BS and earned an MBA from Columbia University. Mr. Stephen-
son has co-managed the DSI Disciplined Value Portfolio since 1993 with Mr.
McCullough and co-manages the DSI Small Cap Value Portfolio with Mr.
McCullough and Mr. Pitz.
23
<PAGE>
SCOTT D. PITZ, CFA, SENIOR QUANTITATIVE ANALYST & PORTFOLIO MANAGER, EQUITY,
joined Dewey Square in 1985. He is responsible for Dewey Square's quantitative
research. Prior to his current responsibilities, he was in charge of all the
operational/systems functions at Dewey Square. He has 12 years of investment
experience. Mr. Pitz is a member of the Institute of Chartered Financial Ana-
lysts and the Boston Security Analyst Society. He holds a BS from Middlebury
College and an MBA from Northeastern University. Mr. Pitz co-manages the DSI
Small Cap Value Portfolio with Mr. Stephenson and Mr. McCullough.
Additional members of Dewey Square's team of professionals are:
PETER M. WHITMAN, JR., PRESIDENT & CHIEF INVESTMENT OFFICER, is part of the
team that founded Dewey Square in 1984. He was appointed President in 1988 and
was previously Managing Director of Fixed Income, a position he held for seven
years. Prior to the formation of Dewey Square, he served as Head of Fixed In-
come for the Bank of Boston's Institutional Investment Division. He joined the
Bank of Boston in 1971 as a Credit Analyst and was appointed head of Fixed In-
come Research in 1975. He has 29 years of investment experience. Mr. Whitman
holds a BA from Harvard College and an MBA from the New York University Gradu-
ate School of Business. Mr. Whitman also serves as a Director of the UAM
Funds, which are mutual funds managed by various UAM affiliates. He is a mem-
ber and former Director of the Boston Security Analysts Society and a member
and former President of the Boston Economic Club.
EVA S. DEWITZ, SENIOR PORTFOLIO MANAGER, EQUITY, is part of the team that
founded Dewey Square in 1984. Prior to the formation of Dewey Square, she was
a Portfolio Manager and Research Analyst for the Bank of Boston's Institu-
tional Investment Division, which she joined in 1970. She has 27 years of in-
vestment experience. Ms. Dewitz is a member of the Boston Security Analysts
Society. She holds a BA from Smith College and an MBA from Northeastern Uni-
versity. Ms. Dewitz has co-managed the equity portion of the DSI Balanced
Portfolio since its inception with Mr. McCullough.
ROBERT P. CLANCY, SENIOR PORTFOLIO MANAGER, FIXED INCOME, joined Dewey
Square in 1994. Prior to that, he was a Vice President at Standish, Ayer &
Wood responsible for the management of institutional bond portfolios, syn-
thetic GIC's and quantitative research. Previously, he worked as a Vice Presi-
dent at First Boston Company working primarily with insurance company and
structured bond portfolios. Prior to that, Mr. Clancy worked for State Street
Bank and John Hancock Mutual Life Insurance Company. He has 18 years of in-
vestment experience and is a Fellow of the Society of Actuaries and a recipi-
ent of the Halmstad Prize for his research paper on options on bonds. Mr.
Clancy holds a BS from Brown University. Mr. Clancy has co-managed the fixed
income portion of the DSI Balanced Portfolio with Mr. Thompson since its in-
ception.
24
<PAGE>
FREDERICK C. MELTZER, PH.D. SENIOR PORTFOLIO MANAGER, FIXED INCOME, joined
Dewey Square in 1995 as a Senior Portfolio Manager responsible for fixed income
products. Prior to that he was Managing Director of Fixed Income at World Asset
Management from April 1994 to March 1995. He held positions as Senior Manager of
Fixed Income at PanAgora Asset Management from January 1990 to April 1994, and,
prior to that, Senior Fixed Income Portfolio Manager at The Boston Company. He
has also held positions as Director of Research for the Farm Credit Banks
Funding Corporation, Fixed Income Strategist at Chase Investors, and a staff
economist at the Federal Reserve Bank of New York. He has 23 years of investment
experience. Mr. Meltzer holds a MA in Economics from John Hopkins University
and a Ph.D. in Economics from the University of Virginia. Mr. Meltzer has co-
managed the DSI Limited Maturity Bond Portfolio and the DSI Money Market
Portfolio since 1997 with Mr. Thompson.
DAVID J. THOMPSON, CFA, PORTFOLIO MANAGER, FIXED INCOME, joined Dewey Square
in 1997. Prior to joining DSI, Mr. Thompson was a member of Lord Abbett &
Company's High Grade Fixed Income Department from March 1993 until he joined
Dewey Square. In his role as a Fixed Income Manager at Lord Abbett & Company,
Mr. Thompson was responsible for managing $800 million of assets for a variety
of institutional clients including a 2(a)7 money market mutual fund. Earlier in
his career, Mr. Thompson spent three years at Brown Brothers Harriman & Company
as an Assistant Portfolio Manager in the Global Fixed Income Department. Mr.
Thompson has seven years of investment experience. Mr. Thompson earned a B.S.
degree in finance and economics from Manhattan College and earned his CFA in
1995. Mr. Thompson has co-managed the DSI Money Market Portfolio and the DSI
Limited Maturity Bond Portfolio since 1997 with Mr. Meltzer as well as the fixed
income portion of the DSI Balanced Port-folio with Mr. Clancy since its
inception.
Under an Investment Advisory Agreement (the "Advisory Agreement") with the
Fund, dated as of August 24, 1998, the Adviser manages the investment and rein-
vestment of the assets of the Portfolio. The Adviser must adhere to the stated
investment objectives and policies of the Portfolio, and is subject to the
control and supervision of the Fund's Board of Directors.
As compensation for its services as an Adviser, the Portfolio pays the Ad-
viser an annual fee, in monthly installments, calculated by applying the an-
nual rate of 0.85% to the Portfolio's average daily net assets for the month.
Until further notice, the Adviser has voluntarily agreed to waive a portion of
its advisory fees to maintain the advisory fees at 0.75% of the Portfolio's
average daily net assets for the Portfolio's first twelve months of operation.
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, the Portfolio or any class of Shares. Pay-
ments made for any of these purposes may be made from its revenues, its prof-
its or any other source available
25
<PAGE>
to it. When such service arrangements are in effect, they are made generally
available to all qualified service providers.
The Distributor, the Adviser, and certain of their 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 defined contribution plan shareholders that are not otherwise provided by
UAMFSI.
ADVISER'S HISTORICAL PERFORMANCE
Below are certain performance data provided by the Adviser pertaining to the
composite of separately managed accounts of the Adviser that are managed with
substantially similar (although not necessarily identical) objectives, poli-
cies and strategies as those of the Portfolio. The investment returns of the
Portfolio may differ from those of the separately managed accounts because
such separately managed accounts may have fees and expenses that differ from
those of the Portfolio. Further, the separately managed accounts are not sub-
ject to investment limitations, diversification requirements and other re-
strictions imposed by the 1940 Act and Internal Revenue Code; such conditions,
if applicable, may have lowered the returns for separately managed accounts.
The results presented are not intended to predict or suggest the return to be
experienced by the Portfolio or the return an investor might achieve by in-
vesting in the Portfolio.
Dewey Square Investors Corporation SmallCap Value Equity Composite Returns
(Percentage Returns Net of Management Fees)
<TABLE>
<CAPTION>
DEWEY SQUARE INVESTORS RUSSELL 2000
CALENDAR YEARS CORPORATION INDEX
-------------- ---------------------- ------------
<S> <C> <C>
1997..................................... 30.29% 22.36%
1/1/98-6/30/98........................... -0.22% 4.93%
10/1/96-6/30/98..........................
Annualized............................. 42.81% 35.07%
Cumulative............................. 22.58% 18.74%
Value of $1 invested from
10/1/96-6/30/98........................ $1.43 $1.35
</TABLE>
Notes:
1. The ANNUALIZED RETURN is calculated from monthly data, allowing for com-
pounding. This methodology of calculating returns is different than the SEC
standard, which may produce different results Market Value of the account was
the sum of the account's total assets, including cash, cash equivalents,
short term investments, and secu-rities valued at current market prices.
2. The RUSSELL 2000 INDEX is an unmanaged index which assumes reinvestment of
dividends and are generally considered representative of securities similar
to
26
<PAGE>
those invested in by the Adviser for the purpose of the composite perfor-
mance numbers set forth above.
3. The Adviser's average annual management fee over the from October 1, 1996
through June 30, 1998 was 0.85% or 85 basis points. During the period, fees
on the Adviser's individual accounts ranged from 0.85% to 0.85% (85 basis
points to 85 basis points). Net returns to investors vary depending on the
management fee.
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. 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 following Portfolio-specific fees are calculated from the
aggregate net assets of the Portfolio:
<TABLE>
<CAPTION>
RATE
----
<S> <C>
DSI Small Cap Value 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 UAM Fund assets;
0.11 of 1% of the next $800 million of combined UAM Fund assets;
0.07 of 1% of combined UAM Fund assets in excess of $1 billion but less
than $3 billion;
0.05 of 1% of combined UAM 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, MA 02110, distributes
shares of the Fund. Under the Distribution Agreement (the "Agreement"), the
27
<PAGE>
Distributor, as agent of the Fund, agrees to use its best efforts as sole dis-
tributor of Fund shares. The Distributor does not receive any fee or other
compensation under the Agreement with respect to the Shares offered in this
Prospectus The Agreement continues in effect as long as it is approved at
least annually by the Fund's Board of Directors. Those approving the Agreement
must include a majority of Directors who are neither parties to the Agreement
nor interested persons of any such party. The Agreement provides that the Fund
will bear costs of registration of its shares with the SEC and various states
as well as the printing of its prospectuses, its SAIs and its reports to
shareholders.
PORTFOLIO TRANSACTIONS
The Advisory Agreement authorizes the Adviser to select the brokers or deal-
ers that will execute the purchases and sales of investment securities for the
Portfolio. The Advisory Agreement directs the Adviser to use its best efforts
to obtain the best available price and most favorable execution for all trans-
actions of the Portfolio. If consistent with the interests of the Portfolio,
the Adviser may select brokers on the basis of research, statistical and pric-
ing services these brokers provide to the Portfolio 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 Portfolio 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 the 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 Directors to issue three billion shares of common stock,
with an $.001 par value. The Directors have the power to designate one or more
series or classes of shares of common stock and to classify or reclassify any
28
<PAGE>
unissued shares without further action by shareholders. At its discretion, the
Board of Directors may create additional Portfolios and classes of shares. The
Board of Directors of the Fund has authorized a third class of shares, Advisor
Class Shares, which is not currently being offered by this Portfolio. For in-
formation about the Service Class Shares of the Portfolios, contact the UAM
Funds Service Center.
The shares of the Portfolio are fully paid and nonassessable, and have no
preference as to conversion, exchange, dividends, retirement or other features
and no pre-emptive rights. They have non-cumulative voting rights, which means
that holders of more than 50% of shares voting for the election of Directors
can elect 100% of the Directors if they choose to do so. A shareholder is en-
titled 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.
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 to the extent required by
the undertaking.
CUSTODIAN
The Chase Manhattan Bank, N.A. serves as Custodian of the Fund's assets.
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP serves as 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.
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 REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS DOES NOT CONSTI-
TUTE AN OFFERING BY THE FUND IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY
NOT LAWFULLY BE MADE.
29
<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
Cambiar Opportunity Portfolio
DSI Balanced Portfolio
DSI Disciplined Value Portfolio
DSI Limited Maturity Bond Portfolio
DSI Money Market Portfolio
DSI Small Cap Value Portfolio
FMA Small Company Portfolio
FPA Crescent Portfolio
Hanson Equity Portfolio
Heitman Real Estate Portfolio
ICM Equity Portfolio
ICM Fixed Income Portfolio
ICM Small Company Portfolio
Jacobs International Octagon Portfolio
McKee Domestic Equity Portfolio
McKee International Equity Portfolio
McKee Small Cap Equity Portfolio
McKee U.S. Government Portfolio
MJI International Equity Portfolio
NWQ Balanced Portfolio
NWQ Small Cap Value Portfolio
NWQ Special Equity Portfolio
NWQ Value Equity Portfolio
Rice, Hall, James Small Cap Portfolio
Rice, Hall, James Small/Mid Cap Portfolio
SAMI Preferred Stock Income Portfolio
Sirach Bond Portfolio
Sirach Equity Portfolio
Sirach Growth Portfolio
Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio
Sterling Partners' Small Cap Value Portfolio
TS&W Balanced Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio
30
<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
Dewey Square Investors Corporation
One Financial Center
Boston, MA 02111
(617) 526-1300
Distributor
UAM Fund Distributors, Inc.
211 Congress Street
Boston, MA 02110
PROSPECTUS
Date August , 1998
<PAGE>
PART B
UAM FUNDS, INC.
The following Statement of Additional Information is included in this Post-
Effective Amendment No. 52.
. DSI Small Cap Value Portfolio Institutional Class Shares
The following Statements of Additional Information are contained in Post-
Effective Amendment No. 50, filed on January 22, 1998:
. Acadian Emerging Markets Portfolio and Acadian International Equity
Portfolio Institutional Class Shares.
. The C&B Portfolios Institutional Class Shares.
. The DSI Portfolios Institutional Class Shares.
. DSI Disciplined Value Portfolio 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 Small Company & ICM Equity Portfolios Institutional Class Shares.
. The McKee Portfolios Institutional Class Shares.
. The NWQ Portfolios Institutional Class Shares.
. The NWQ Portfolios Institutional Service Class Shares.
. Rice, Hall, James Small Cap Portfolio and Rice, Hall, James Small/Mid
Cap Portfolio 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.
. The TS&W Portfolios Institutional Class Shares.
<PAGE>
PART B
UAM FUNDS, INC.
- --------------------------------------------------------------------------------
DSI SMALL CAP VALUE PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION -- ___________, 1998
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 DSI
Small Cap Value Portfolio (the "Portfolio") dated ______________, 1998. To
obtain a Prospectus for the Portfolio, contact the UAM Funds Service Center at
1-800-638-7983.
TABLE OF CONTENTS
<TABLE>
<S> <C>
INVESTMENT OBJECTIVES AND POLICIES........................................ 2
PORTFOLIO TURNOVER........................................................ 9
PURCHASE AND REDEMPTION OF SHARES......................................... 10
VALUATION OF SHARES....................................................... 11
SHAREHOLDER SERVICES...................................................... 11
INVESTMENT LIMITATIONS.................................................... 12
MANAGEMENT OF THE FUND.................................................... 13
INVESTMENT ADVISER........................................................ 15
PORTFOLIO TRANSACTIONS.................................................... 16
ADMINISTRATIVE SERVICES................................................... 16
CUSTODIAN................................................................. 18
INDEPENDENT ACCOUNTANTS................................................... 18
DISTRIBUTOR............................................................... 18
PERFORMANCE CALCULATIONS.................................................. 19
GENERAL INFORMATION....................................................... 20
FEDERAL TAXES............................................................. 21
CODE OF ETHICS............................................................ 21
APPENDIX A -- DESCRIPTION OF SECURITIES AND RATINGS....................... 1
APPENDIX B - COMPARISONS.................................................. 1
</TABLE>
1
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The following policies supplement the investment objectives and policies of
the Portfolios as set forth in its Prospectus.
LENDING OF SECURITIES
The Portfolio may lend its investment securities to qualified brokers,
dealers, domestic and foreign banks or other financial institutions, so long as
the terms, the structure and the aggregate amount of such loans are not
inconsistent with the Investment Company Act of 1940, as amended, (the "1940
Act") or the Rules and Regulations or interpretations of the Securities and
Exchange Commission (the "SEC") thereunder, which currently require that (a) the
borrower pledge and maintain with the Portfolio collateral consisting of cash,
an irrevocable letter of credit issued by a domestic U.S. bank or securities
issued or guaranteed by the United States Government having a value at all times
not less than 100% of the value of the securities loaned, (b) the borrower add
to such collateral whenever the price of the securities loaned rises (i.e., the
borrower "marks to the market" on a daily basis), (c) the loan be made subject
to termination by the Portfolio at any time, and (d) the Portfolio receives
reasonable interest on the loan (which may include the Portfolio investing any
cash collateral in interest bearing short-term investments). A portfolio will
not loan more than one-third of its assets (including the value of the
collateral for the loans) at fair market value would be committed to loans. As
with other extensions of credit, there are risks of delay in recovery or even
loss of rights in the securities loaned if the borrower of the securities fails
financially. These risks are similar to the ones involved with repurchase
agreements as discussed in the prospectus.
SHORT-TERM INVESTMENTS
In order to earn a return on uninvested assets, meet anticipated
redemptions, or for temporary defensive purposes, the Portfolio may invest a
portion of its assets in the short-term investment described below.
(1) Time deposits, certificates of deposit (including marketable variable
rate certificates of deposit) and bankers' acceptances issued by a
commercial bank or savings and loan association. Time deposits are
non-negotiable deposits maintained in a banking institution for a
specified period of time at a stated interest rate. Time deposits
maturing in more than seven days will not be purchased by a Portfolio,
and time deposits maturing from two business days through seven
calendar days will not exceed 10% of the total assets of a Portfolio.
Certificates of deposit are negotiable short-term obligations issued by
commercial banks or savings and loan associations collateralized by funds
deposited in the issuing institution. Variable rate certificates of deposit are
certificates of deposit on which the interest rate is periodically adjusted
prior to their stated maturity based upon a specified market rate. A banker's
acceptance is a time draft drawn on a commercial bank by a borrower, usually in
connection with an international commercial transaction (to finance the import,
export, transfer or storage of goods).
The Portfolio will not invest in any security issued by a commercial bank
unless (i) the bank has total assets of at least $1 billion, or the equivalent
in other currencies, (ii) in the case of U.S. banks, it is a member of the
Federal Deposit Insurance Corporation, and (iii) in the case of foreign branches
of U.S. banks, the security is, in the opinion of the Adviser, of an investment
quality comparable with other debt securities which may be purchased by the
Portfolio;
(2) Commercial paper rated A-1 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
outstanding 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;
2
<PAGE>
(4) U.S. Government obligations including bills, notes, bonds and other
debt securities issued by the U.S. Treasury. These are direct
obligations of the U.S. Government and differ mainly in interest
rates, maturities and dates of issue;
(5) U.S. Government agency securities issued or guaranteed by U.S.
Government sponsored instrumentalities and Federal agencies. These
include securities issued by the Federal Home Loan Banks, Federal Land
Bank, Farmers Home Administration, Federal Farm Credit Banks, Federal
Intermediate Credit Bank, Federal National Mortgage Association,
Federal Financing Bank, the Tennessee Valley Authority, and others;
and
(6) Repurchase agreements collateralized by securities listed above.
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
The U.S. dollar value of the assets of the Portfolio 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 foreign
currency exchange transactions either on a spot (i.e. cash) basis at the spot
rate prevailing in the foreign currency exchange market, or through entering
into forward contracts to purchase or sell foreign currencies. A forward
foreign currency exchange contract involves an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days from
the date of the contract agreed upon by the parties, at a price set at the time
of the contract. These contracts are traded in the interbank market and are
conducted directly between currency traders (usually large commercial banks) and
their customers. A forward contract generally has no deposit requirement and no
commissions are charged at any stage for such trades.
The Portfolio may enter in forward foreign currency exchange contracts in
several circumstances. When the Portfolio enters into a contract for the
purchase or sale of a security denominated in a foreign currency, or when the
Portfolio anticipates the receipt in a foreign currency of dividends or interest
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 forward contract for
a fixed amount of dollars, for the purchase or sale of the amount of foreign
currency involved in the underlying transactions, the Portfolio will be able to
protect itself against a possible loss resulting from an adverse change in the
relationship between the U.S. dollar and the subject foreign currency during the
period between the date on which the security is purchased or sold, or on which
the dividend or interest payment is declared, and the date on which such
payments are made or received.
Additionally, when the Portfolio anticipates that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar, it may enter into a forward contract for a fixed amount of dollars to
sell the amount of foreign currency approximating the value of some or all of
the Portfolio's securities denominated in such foreign currency. The precise
matching of the forward contract amounts and the value of the securities
involved generally will not be possible since the future value of securities in
foreign contact amounts and the value of the securities involved generally will
not 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 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 continuous basis. The
Portfolio will not enter into such forward contracts or maintain a net exposure
to such contracts where the consummation of the contracts would obligate the
Portfolio to deliver an amount of foreign currency in excess of the value of the
Portfolio's securities or other assets denominated in that currency.
3
<PAGE>
Under normal circumstances, consideration of the prospect for currency
parities will be incorporated into the long-term investment decisions made with
regard to overall diversification strategies. However, the Adviser believes
that it is important to have the flexibility to enter into such forward
contracts when it determines that the best interests of the performance of each
Portfolio will thereby be served. Except when the Portfolio enters into a
forward contract for the purchase or sale of a security denominated in a foreign
currency, which requires no segregation, a forward contract which obligates the
Portfolio to buy or sell currency will generally require the Fund's custodian to
hold an amount of that currency or liquid securities denominated in that
currency equal to the Portfolio's obligations, or to segregate liquid assets
equal to the amount of the Portfolio's obligation. If the value of the
segregated assets declines, additional liquid assets will be segregated on a
daily basis so that the value of the segregated assets will be equal to the
amount of the Portfolio's commitments with respect 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 portfolio security and make delivery of the foreign currency, or
it may retain the security and terminate its contractual obligation to deliver
the foreign currency by purchasing an "offsetting " contract with the same
currency trader obligating it to purchase, on the 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 decline during the period between the Portfolio entering
into a forward contract for the sale of a foreign currency and the date it
enters into an offsetting contract for the purchase of the foreign currency, 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 forward 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 currency it has agreed to sell.
The Portfolio's dealings in forward foreign currency exchange contracts
will be limited to the transactions described above. Of course, the Portfolio
is not required to enter into such transactions with regard to their foreign
currency-denominated securities. It also should be realized that this method of
protecting the value of portfolio securities against a decline in the value of a
currency does not eliminate fluctuations in the underlying prices of the
securities. It simply established 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 hedged currency, at
the same time, they tend to limit any potential gain which might result should
the value of such currency increase.
FUTURES CONTRACTS
The Portfolio may enter into futures contracts (including interest rate
futures) for the purposes of hedging, remaining fully invested and reducing
transaction costs. Futures contracts provide for the future sale by one party
and purchase by another party of a specified amount of a specific security at a
specified future time and at a specified price. Futures contracts which are
standardized as to maturity date and underlying financial instrument are traded
on national futures exchanges. Futures exchanges and trading are regulated under
the Commodity Exchange Act by the Commodity Futures Trading Commission ("CTFC"),
a U.S. Government agency.
Although futures contracts by their terms call for actual delivery or
acceptance of the underlying securities, in most cases the contracts are closed
out before the settlement date without the making or taking of delivery. Closing
out an open futures position is done by taking an opposite position ("buying" a
contract which has
4
<PAGE>
previously been "sold" or "selling" a contract previously "purchased") in an
identical contract to terminate the position. Brokerage commissions are incurred
when a futures contract is bought or sold.
Futures traders are required to make a good faith margin deposit in cash or
acceptable securities with a broker or custodian to initiate and maintain open
positions in futures contracts. A margin deposit is intended to assure
completion of the contract (delivery or acceptance of the underlying security)
if it is not terminated prior to the specified delivery date. Minimal initial
margin requirements are established by the futures exchange and may be changed.
Brokers may establish deposit requirements which are higher that the exchange
minimums. Generally, margin deposits are structured as percentages (e.g. 5%) of
the market value of the contracts being traded. After a futures contract
position is opened, the value of the contract is marked to market daily. If the
futures contract price changes to the extent that the margin on deposit does not
satisfy margin requirements, payment of additional "variation" margin will be
required. Conversely, a change in the contract value may reduce the required
margin, resulting in a repayment of excess margin to the contract holder.
Variation margin payments are made to and from the futures broker for as long as
the contact remains open. The Portfolio expects to earn interest income on its
margin deposits.
Traders in futures contracts may be broadly classified as either "hedgers"
or "speculators." Hedgers use the futures markets primarily to offset
unfavorable changes n the value of securities otherwise held for investment
purposes or expected to be acquired by them. Speculators are less inclined to
own the securities underlying the futures contracts which they trade and use
futures contracts with the expectation of realizing profits from a fluctuation
in interest rates. The Portfolio intends to use futures contracts only for
hedging, as opposed to speculative, purposes.
Regulations of the CFTC applicable to the Fund require that all of its
futures transactions constitute bona fide straddles or that the Fund's commodity
futures and option positions be for other purposes, to the extent that the
aggregate initial margins and premiums required to establish such non-hedging
positions do not exceed five percent of the liquidation value of the Portfolio.
The Portfolio will only sell futures contracts to protect securities it owns
against price declines or purchase contracts to protect against an increase in
the price of securities it intends to purchase. As evidence of this hedging
interest, the Portfolio expects that approximately 75% of its futures contracts
purchases will be "completed," that is, equivalent amounts of related securities
will have been purchased or will be purchased by the Portfolio on the settlement
date of the futures contracts.
Although techniques other than the sale and purchase of futures contracts
could be used to control the Portfolio's exposure to market fluctuations, the
use of futures contracts may be a more effective means of hedging this exposure.
While the Portfolio will incur commission expenses in both opening and closing
out futures positions, these costs are lower than transaction costs incurred in
the purchase and also of the underlying securities.
RESTRICTIONS IN FUTURES CONTRACTS
The Portfolio will not enter into futures contract transactions to the
extent that, immediately thereafter, the sum of its initial margin deposits on
open contracts exceeds 5% of the market value of its total assets. In addition,
the Portfolio will not enter into futures contracts to the extent that its
outstanding obligations to purchase securities under these contracts would
exceed 20% of its total assets.
RISKS IN FUTURES TRANSACTIONS
The Portfolio will minimize the risk that it will be unable to close out a
futures position by only entering into futures which are traded on national
futures exchanges and for which there appears to be a liquid secondary market.
However, there can be no assurance that a liquid secondary market will exist for
any particular futures contract at any specific time. Thus, it may not be
possible to close a futures position. In the event of adverse price movements,
the Portfolio would continue to be required to make daily cash payments to
maintain its required
5
<PAGE>
margin. In such situations, if the portfolio has insufficient cash, it may have
to sell securities to meet daily margin requirements at a time when it may be
disadvantageous to do so. In addition the Portfolio may be required to make
delivery of the instruments underlying futures contracts it holds. The inability
to close futures positions also could have an adverse impact on the Portfolio's
ability to effectively hedge.
The risk of loss in trading futures contracts in some strategies can be
substantial due both to the low margin deposits required and the extremely high
degree of leverage involved in futures pricing. As a result, a relatively small
price movement in a futures contract may result in immediate and substantial
loss (as well as gain) to the investor. For example, if at the time of
purchase, 10% of the value of the futures contract is deposited as margin, a
subsequent 10% decrease in the value of the futures contract would result in a
total loss of the margin deposit, before any deduction for the transaction
costs, if the account were then closed out. A 15% decrease would result in a
loss equal to 150% of the original margin deposit if the contract were closed
out. Thus, a purchase or sale of a futures contract may result in excess of the
amount invested in the contract . However, because the futures strategies of
the Portfolio are engaged in only for hedging purposes, the Adviser does not
believe that he Portfolio is subject to risks of loss frequently associated with
futures transactions. The Portfolio would presumably have sustained comparable
losses if, instead of the futures contract, it had invested in the underlying
financial instrument and sold it after the decline.
Utilization of futures transactions by the Portfolio does involve the risk
of imperfect or no correlation where the securities underlying the futures
contracts have different maturities than the portfolio securities being hedged.
It is also possible that the risk of loss by the Portfolio of margin deposits in
the event of bankruptcy of a broker with whom the Portfolio has an open position
in a futures contract or related option.
Most futures exchanges limit the amount of fluctuation permitted in futures
contract prices during a single trading day. The daily limit establishes the
maximum amount that the price of a futures contract may vary either up or down
from the previous day's settlement price at the end of a trading session. Once
the daily limit has been reached in a particular type of contract, no trades may
be made on that day at a price beyond that limit. The daily limit has been
reached in a particular type of contract, no trade may be made on that day at a
price beyond that limit. The daily limit governs only price movement during a
particular trading day and, therefore, does not limit potential losses because
the limit may prevent the liquidation of unfavorable positions. Futures contract
prices have occasionally moved to the daily limit for several consecutive
trading days, with little or no trading, thereby preventing prompt liquidation
of futures positions and subjecting some futures traders to substantial losses.
FEDERAL TAX TREATEMENT ON FUTURES CONTRACTS
Except for transactions the Portfolio has identified as hedging
transactions, the Portfolio is required for federal income tax purposes to
recognize as income for each taxable year its net unrealized gains and losses on
regulated futures contracts as of the end of each taxable year as well as those
actually realized during the year. In most cases, any such gain or loss
recognized with respect to a regulated futures contract is considered to be 60%
long-term capital gain or loss and 40% short-term capital gain or loss without
regard to the holding period of the contract.
In order for the Portfolio to continue to qualify for federal income tax
treatment as a regulated investment company under the Internal Revenue Code of
1986, as amended at least 90% of its gross income for a taxable year must be
derived from certain qualifying income, i.e., dividends, interest, income
derived from loans of securities and gains from the sale or other disposition of
stock, securities, or foreign currencies, or other related income, including
gains from options, futures, and forward contracts, derived with respect to its
business investing in stock, securities or currencies. Any net gain realized
from the closing out of futures contracts will, therefore, generally be
qualifying income for purposes of the 90% requirement.
The Portfolio will distribute to shareholders annually any net capital
gains which have been recognized for
6
<PAGE>
federal income tax purposes (including unrealized gains at the end of the
Portfolio's taxable year) on futures transactions. Such distribution will be
combined with distributions of capital gains realized on the Portfolio's other
investments, and shareholders will be advised on the nature of the payment.
OPTIONS
The Portfolio may purchase and sell put and call options on securities on
futures contracts for hedging purposes. Investments in options involve some of
the same considerations that are involved in connection with investments in
futures contracts. (e.g., the existence of a liquid secondary market). In
addition, the purchase of an option also entails the risk that changes in the
value of the underlying security or contract will not be fully reflected in the
value of the option purchases, Depending on the pricing of the option compared
to either the futures contract on which it is based or the price of the
securities being hedged, an option may or may not be less risky than ownership
of the futures contract or such securities. For example, there are significant
differences between the securities, futures and options markets that could
result in an imperfect correlation between these markets, causing a given
transaction not to achieve its objective. A decision as to whether, when, and
how to use options involves the exercise of skill and judgement by the Adviser,
and even a well-conceived transaction may be unsuccessful because of market
behavior or unexpected events. In general, the market prices of options can be
expected to be more volatile than the market prices on the underlying futures
contract or securities.
WRITING COVERED CALL OPTIONS
The principal reason for writing call options is to attempt to realize,
through the receipt of premiums, a greater return than would be realized on
securities alone. By writing covered call options, the Portfolio gives up the
opportunity, while the option is in effect, to profit from any price increase in
the underlying security above the option exercise price. In addition, the
Portfolio's ability to sell the underlying security will be limited while the
option is in effect unless the Portfolio effects a closing purchase transaction.
A closing purchase transaction cancels out the Portfolio's position as the
writer of an option by means of an offsetting purchase of an identical option
prior to the expiration of the option it has written. Covered call options serve
as a partial hedge against the price of the underlying security declining.
The Portfolio writes only covered put options, which means that so long as
a Portfolio is obligated as the writer of the option it will, through its
custodian, have deposited and maintained cash or liquid securities denominated
in U.S. dollars or non-U.S. currencies with a securities depository with a value
equal to or greater than the exercise price of the underlying securities. By
writing a put, the Portfolio will be obligated to purchase the underlying
security at a price that may be higher than the market value of that security at
the time of exercise for as long as the option is outstanding. the Portfolio
may engage in closing transactions in order to terminate put options that it has
written.
OPTIONS ON FOREIGN CURRENCIES
The Portfolio may purchase and write options on foreign currencies for
hedging purposes in a manner similar to that in which futures contracts on
foreign currencies, or forward contracts, will be utilized. For example, a
decline in the dollar value of a foreign currency in which portfolio securities
are denominated will reduce the dollar value of such securities, even if their
value in the foreign currency remains constant. In order to protect against such
diminutions in the value of portfolio securities, the Portfolio may purchase put
options on the foreign currency. If the value of the currency does decline, the
Portfolio will have the right to sell such currency for a fixed amount in
dollars and will thereby offset, in whole or in part, the adverse effect on its
portfolio which otherwise would have resulted.
Conversely, where a rise in the dollar value of a currency in which
securities to be acquired are denominated is projected, thereby increasing the
cost of such securities, the Portfolio may purchase call options
7
<PAGE>
thereon. The purchase of such options could offset, at least partially, the
effects of the adverse movements in exchange rates. As in the case of other
types of options, however, the benefit to the Portfolio deriving from purchases
of foreign currency options will be reduced by the amount of the premium and
related transaction costs. In addition, where currency exchange rates do not
move in the direction or to the extent anticipated, the Portfolio could sustain
losses on transactions in foreign currency options which would require it to
forego a portion or all of the benefits of advantageous changes in such rates.
The Portfolio may write options on foreign currencies for the same types of
hedging purposes. For example, where the Portfolio anticipates a decline in the
dollar value of foreign currency denominated securities due to adverse
fluctuations in exchange rates it could, instead of purchasing a put option,
write a call option on the relevant currency. If the anticipated decline occurs,
the option will most likely not be exercised, and the diminution in value of
portfolio securities will be offset by the amount of the premium received.
Similarly, instead of purchasing a call option to hedge against an
anticipated increase in the dollar cost of securities to be acquired, the
Portfolio could write a put option on the relevant currency which, if rates move
in the manner projected, will expire unexercised and allow the Portfolio to
hedge such increased cost up to the amount of the premium. As in the case of
other types of options, however, the writing of a foreign currency option will
constitute only a partial hedge up to the amount of the premium, and only if
rates move in the expected direction. If this does not occur, the option may be
exercised and the Portfolio would be required to purchase or sell the underlying
currency at a loss which may not be offset by the amount of the premium. Through
the writing of options on foreign currencies, the Portfolio also may be required
to forego all or a portion of the benefits which might otherwise have been
obtained from favorable movements in exchange rates.
The Portfolio intends to write covered call options on foreign currencies.
A call option written on a foreign currency by the Portfolio is "covered" if the
Portfolio owns the underlying foreign currency covered by the call or has an
absolute and immediate right to acquire that foreign currency without additional
cash consideration (or for additional cash consideration held in a segregated
account by the Custodian) upon conversion or exchange of other foreign currency
held in its portfolio. A call option is also covered if the Portfolio has a call
on the same foreign currency and in the same principal amount as the call
written where the exercise price of the call held (a) is equal to or less than
the exercise price of the call written or (b) is greater than the exercise price
of the call written if the difference is maintained by the Portfolio in cash or
liquid securities in a segregated account with the Custodian.
The Portfolio also intends to write call options on foreign currencies that
are not covered for cross-hedging purposes. A call option on a foreign currency
is for cross-hedging purposes if it is not covered but is designed to provide a
hedge against a decline in the U.S. dollar value of a security which the
Portfolio owns or has the right to acquire and which is denominated in the
currency underlying the option due to an adverse change in the exchange rate. In
such circumstances, the Portfolio will collateralize the option by maintaining
in a segregated account with the Custodian, cash or liquid securities in an
amount not less than the value of the underlying foreign currency in U.S.
dollars marked to market daily.
RISKS OF OPTIONS ON FUTURES CONTRACTS, FORWARD CONTRACTS AND OPTIONS ON FOREIGN
CURRENCIES
Options on foreign currencies and forward contracts are not traded on
contract markets regulated by the CFTC or (with the exception of certain foreign
currency options) by the Commission. To the contrary, such instruments are
traded through financial institutions acting as market-makers, although foreign
currency options are also traded on certain national securities exchanges, such
as the Philadelphia Stock Exchange and the Chicago Board Options Exchange,
subject to the regulation of the Commission. Similarly, options on currencies
may be traded over-the-counter. In an over-the-counter trading environment, many
of the protections afforded to exchange participants will not be available. For
example, there are no daily price fluctuation limits, and adverse market
movements could therefore continue to an unlimited extent over a period of time.
Although the purchaser of an
8
<PAGE>
option cannot lose more than the amount of the premium plus related transaction
costs, this entire amount could be lost. Moreover, the option writer and a
trader of forward contracts could lose amounts substantially in excess of their
initial investments, due to the margin and collateral requirements associated
with such positions.
Options on foreign currencies traded on national securities exchanges are
within the jurisdiction of the Commission, as are other securities traded on
such exchanges. As a result, many of the protections provided to traders on
organized exchanges will be available with respect to such transactions. In
particular, all foreign currency option positions entered into on a national
securities exchange are cleared and guaranteed by the Options Clearing
Corporation ("OCC"), thereby reducing the risk of counterparty default.
Furthermore, a liquid secondary market in options traded on a national
securities exchange may be more readily available than in the over-the-counter
market, potentially permitting the Portfolio to liquidate open positions at a
profit prior to exercise or expiration, or to limit losses in the event of
adverse market movements.
The purchase and sale of exchange-traded foreign currency options, however,
is subject to the risks of the availability of a liquid secondary market
described above, as well as the risks regarding adverse market movements,
margining of options written, the nature of the foreign currency market,
possible intervention by governmental authorities and the effect of other
political and economic events. In addition, exchange-traded options of foreign
currencies involve certain risks not presented by the over-the-counter market.
For example, exercise and settlement of such options must be made exclusively
through the OCC, which has established banking relationships in applicable
foreign countries for this purpose. As a result, the OCC may, if it determines
that foreign governmental restrictions or taxes would prevent the orderly
settlement of foreign currency option exercises, or would result in undue
burdens on the OCC or its clearing member, impose special procedures on exercise
and settlement, such as technical changes in the mechanics of delivery of
currency, the fixing of dollar settlement prices or prohibitions, on exercise.
In addition, futures contracts, options on futures contracts, forward
contracts and options on foreign currencies may be traded on foreign exchanges.
Such transactions are subject to the risk of governmental actions affecting
trading in, or the prices of, foreign currencies or securities. The value of
such positions also could be adversely affected by (i) other complex foreign
political and economic factors, (ii) lesser availability than in the United
States of data on which to make a trading decision, (iii) delays in the
Portfolio's ability to act upon economic events occurring in foreign markets
during non-business hours in the United States, (iv) the imposition of different
exercise and settlement terms and procedures and margin requirements than in the
United States, and (v) lesser trading volume.
PORTFOLIO TURNOVER
9
<PAGE>
Under normal circumstances, the maximum projected turnover rate is expected
to be no more than 150%. The portfolio turnover rates described in the
Prospectus are calculated by dividing the lesser of purchases or sales of
portfolio securities for the year by the monthly average of the value of the
portfolio securities. The calculation excludes all securities, including
options, whose maturities at the time of acquisition were one year or less.
Portfolio turnover may vary greatly from year to year as well as within a
particular year, and may also be affected by cash requirements for redemptions
of shares.
PURCHASE AND REDEMPTION OF SHARES
Shares of the Portfolio may be purchased without sales commission at the
net asset value per share next determined after an order is received in proper
form by the Fund, and payment is received by the Fund's custodian. The minimum
initial investment required is $2,500 with certain exceptions as may be
determined from time to time by officers of the Fund. Other Institutional Class
investment minimums are: initial IRA investment, $500; initial spousal IRA
investment, $250; minimum additional investment for all accounts, $100. An order
received in proper form prior to the close of regular trading on the New York
Stock Exchange (the "Exchange") (generally 4:00 p.m. Eastern Time) will be
executed at the price computed on the date of receipt; and an order received not
in proper form or after the close of the Exchange will be executed at the price
computed on the next day the Exchange is open after proper receipt. The Exchange
will be closed on the following days: New Year's Day, Martin Luther King, Jr.
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.
The Portfolio reserves the right in its sole discretion (1) to suspend the
offering of its shares, (2) to reject purchase orders when in the judgment of
management such rejection is in the best interests of the Fund, and (3) to
reduce or waive the minimum for initial and subsequent investment for certain
fiduciary accounts such as employee benefit plans or under circumstances where
certain economies can be achieved in sales of the Portfolio's shares.
The Portfolio may suspend redemption privileges or postpone the date of
payment (1) during any period that both the Exchange and custodian bank are
closed or trading on the Exchange is restricted as determined by the SEC, (2)
during any period when an emergency exists as defined by the rules of the SEC 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 SEC may permit. The Fund has made an election with
the SEC to pay in cash all redemptions requested by any shareholder of record
limited in amount during any 90-day period to the lesser of $250,000 or 1% of
the net assets of the Fund at the beginning of such period. Such commitment is
irrevocable without the prior approval of the SEC. Redemptions in excess of the
above limits may be paid, in whole or in part, in investment securities or in
cash as the Board of 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 those
securities were converted to cash.
No charge is made by the Portfolio for redemptions. Any redemption may be
more or less than the shareholder's initial cost depending on the market value
of the securities held by the Portfolio.
SIGNATURE GUARANTEES
To protect your account, the Fund and Chase Global Funds Services Company
("CGFSC") from fraud, signature guarantees are required for (1) redemptions
where the proceeds are to be sent to someone other than the registered
shareowner(s) or the registered address or (2) share transfer requests.
Signatures must be guaranteed by an "eligible guarantor institution" as
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, and as
further described in the Portfolio's Prospectus. Eligible guarantor institutions
include banks, brokers, dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and savings associations.
A complete definition of eligible guarantor institutions is available from the
Fund's transfer agent. Broker-dealers guaranteeing signatures must be a member
of a clearing corporation or maintain net capital of at least $100,000. 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.
10
<PAGE>
VALUATION OF SHARES
Equity securities listed on a securities exchange for which market
quotations are readily available are valued at the last quoted sale price of the
day. Price information on listed securities is taken from the exchange where the
security is primarily traded. Unlisted equity securities and listed securities
not traded on the valuation date for which market quotations are readily
available are valued neither exceeding the current asked prices nor less than
the current bid prices. Quotations of foreign securities 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. Bonds and other fixed income securities may be valued on the
basis of prices provided by a pricing service when such prices are believed to
reflect the fair market value of such securities. Securities purchased with
remaining maturities of 60 days or less are valued at amortized cost when the
Board of Directors determines that amortized cost reflects fair value.
The value of other assets and securities for which no quotations are
readily available (including restricted securities) is determined in good faith
at fair value using methods determined by the Directors.
SHAREHOLDER SERVICES
EXCHANGE PRIVILEGE
Institutional Class Shares of the Portfolio may be exchanged for
Institutional Class Shares of any other UAM Portfolio, which is comprised of the
Fund and UAM Funds Trust. Exchange requests should be made by calling the Fund
(1-800-638-7983) or by writing to UAM Funds Inc., UAM Funds Service Center, c/o
Chase Global Funds Services Company, P.O. Box 2798, Boston, MA 02208-2798. 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 objective of the Portfolio to be purchased. You may
obtain a Prospectus for the Portfolio(s) you are interested in by calling the
UAM Funds Service Center at 1-800-638-7983.
Exchange requests may be made either by mail or telephone. Telephone
exchanges will be accepted only if the certificates for the shares to be
exchanged have not been issued to the shareholder and if the registration of the
two accounts will be identical. Requests for exchanges received by the close of
regular trading on the Exchange (generally 4:00 p.m. ET) will be processed as of
the close of business on the same day. Requests received after these times will
be processed on the next business day. Neither the Fund nor CGFSC will be
responsible for the authenticity of the exchange instructions received by
telephone. Exchanges may also be subject to limitations as to amounts or
frequency and to other restrictions established by the Fund's Board of Directors
to assure that such exchanges do not disadvantage the Fund and its shareholders.
For federal income tax purposes an exchange between Portfolio's is a
taxable event, and, accordingly, a capital gain or loss may be realized. In a
revenue ruling relating to circumstances similar to the Fund's, an exchange
between series of a Fund was also deemed to be a taxable event. It is likely,
therefore, that a capital gain or loss would be
11
<PAGE>
realized on an exchange between Portfolios. You may want to consult your tax
adviser for further information in this regard. The exchange privilege may be
modified or terminated at any time.
TRANSFER OF SHARES
Shareholders may transfer shares of the Portfolio to another person by
making a written request to the Fund. The request should clearly identify the
account and number of shares to be transferred, and include the signature of all
registered owners and all stock certificates, if any, which are subject to the
transfer. The signature on the letter of request, the stock certificate or any
stock power must be guaranteed in the same manner as described under "PURCHASE
AND REDEMPTION OF SHARES." As in the case of redemptions, the written request
must be received in good order before any transfer can be made.
INVESTMENT LIMITATIONS
12
<PAGE>
The following limitations supplement those set forth in the Prospectus of
the Portfolio. A Portfolio's fundamental investment limitation cannot be
changed without the approval of a "majority of the outstanding shares" (as
defined in the 1940 Act) of the Portfolio. Except for the numbered investment
limitations noted as fundamental below, however, the limitations described below
are not fundamental, and may be changed without the consent of shareholders.
Whenever an investment limitation sets forth a percentage limitation on
investment or utilization of assets, such limitation shall be determined
immediately after and as a result of a Portfolio's acquisition of such security
or other asset. Accordingly, any later increase or decrease resulting from a
change in values, net assets or other circumstances will not be considered when
determining whether the investment complies with a Portfolio's investment
limitations.
AS A MATTER OF FUNDAMENTAL POLICY, THE PORTFOLIO WILL NOT:
(1) invest in physical commodities or contracts on physical
commodities;
(2) purchase or sell real estate or real estate limited partnerships,
although it may purchase and sell securities of companies which deal
in real estate and may purchase and sell securities which are secured
by interests in real estate;
(3) make loans except (i) by purchasing debt securities in accordance with
its investment objectives and (ii) by lending its portfolio securities
to banks, brokers, dealers and other financial institutions so long as
such loans are not inconsistent with the 1940 Act or the rules and
regulations or interpretations of the SEC thereunder;
(4) underwrite the securities of other issuers; and
(5) issue senior securities, as defined in the 1940 Act, except that this
restriction shall not be deemed to prohibit the Portfolio from (i)
making any permitted borrowings, mortgages or pledges, or (ii)
entering into repurchase transactions.
AS A MATTER OF NON-FUNDAMENTAL POLICY, THE PORTFOLIO WILL NOT:
(1) purchase on margin or sell short except that the Portfolio may
purchase futures as described in the Prospectus and this Statement of Additional
Information;
(2) 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; and
(3) invest for the purpose of exercising control over management of any
company.
MANAGEMENT OF THE FUND
DIRECTORS AND OFFICERS
The Officers of the Fund manage its day-to-day operations and are
responsible to the Fund's Board of Directors. The Directors set broad policies
for the Fund and elect its Officers. The following is a list of the Directors
and Officers of the Fund, their addresses and dates of birth, and a brief
statement of their present positions and principal occupations during the past
five years.
JOHN T. BENNETT, JR. (1/26/29), Director; College Road--RFD 3, Meredith, NH
03253; President of Squam Investment Management Company, Inc. and Great Island
Investment Company, Inc.; President of Bennett Management Company from 1988 to
1993.
NANCY J. DUNN (8/14/51), Director; 10 Garden Street, Cambridge, MA 02138; Vice
President for Finance and Administration and Treasurer of Radcliffe College
since 1991.
PHILIP D. ENGLISH (8/5/48), Director; 16 West Madison Street, Baltimore, MD
21201; President and Chief Executive Officer of Broventure Company, Inc.;
Chairman of the Board of Chektec Corporation and Cyber Scientific, Inc.
WILLIAM A. HUMENUK (4/21/42), Director; 100 King Street West, P.O. Box 2440,
LCD-1, Hamilton Ontario, Canada L8N-456; Executive Vice President and Chief
Administrative Officer of Philip Services Corp.; Director, Hofler Corp.;
Formerly, a Partner in the Philadelphia office of the law firm Dechert Price &
Rhoads.
NORTON H. REAMER* (3/21/35), Director; One International Place, Boston, MA
02110; President and Chairman of the Fund; President, Chief Executive Officer
and a Director of United Asset Management Corporation; Director, Partner or
Trustee of each of the Investment Companies of the Eaton Vance Group of Mutual
Funds.
PETER M. WHITMAN, JR.* (7/1/43), Director; One Financial Center, Boston, MA
02111; President and Chief Investment Officer of Dewey Square Investors
Corporation ("DSI") since 1988; Director and Chief Executive Officer of H. T.
Investors, Inc., formerly a subsidiary of DSI.
WILLIAM H. PARK (9/19/47), Vice President; One International Place, Boston, MA
02110; Executive Vice President and Chief Financial Officer of United Asset
Management Corporation.
GARY L. FRENCH (7/4/51), Treasurer; 211 Congress Street, Boston, MA 02110;
President of UAM Fund Services, Inc. and UAM Fund Distributors, Inc.; formerly
Vice President of Operations, Development and Control of Fidelity Investment in
1995; Treasurer of the Fidelity Group of Mutual Funds from 1991 to 1995.
MICHAEL E. DEFAO (2/28/68), Secretary; 211 Congress Street, Boston, MA 02110;
Vice President and General Counsel of UAM Fund Services, Inc. and UAM Fund
Distributors, Inc.; Associate Attorney of Ropes & Gray (a law firm) from 1993 to
1995.
13
<PAGE>
ROBERT R. FLAHERTY (9/18/63), Assistant Treasurer; 211 Congress Street, Boston,
MA 02110; Vice President of UAM Fund Services, Inc.; formerly Manager of Fund
Administration and Compliance of Chase Global Fund Services Company from 1995 to
1996; Deloitte & Touche LLP from 1985 to 1995, Senior Manager.
MICHELLE AZRIALY (4/12/69), Assistant Secretary; 73 Tremont Street, Boston, MA
02108; Assistant Treasurer of Chase Global Funds Services Company since 1996.
Senior Public Accountant with Price Waterhouse LLP from 1991 to 1994.
* Messrs. Reamer and Whitman are deemed to be "interested persons" of the Fund
as that term is defined in the 1940 Act.
As of August 1, 1998, the Directors and officers of the Fund owned less than 1%
of the Fund's outstanding shares.
REMUNERATION OF DIRECTORS AND OFFICERS
The Fund pays each Director, who is not also an officer or affiliated
person, a $150 quarterly retainer fee per active Portfolio which currently
amounts to $6,300 per quarter. In addition, each unaffiliated Director receives
a $2,000 meeting fee which is aggregated for all the Directors and allocated
proportionately among the Portfolios of the Fund, UAM Trust and reimbursement
for travel and other expenses incurred while attending Board meetings. Directors
who are also officers or affiliated persons receive no remuneration for their
service as Directors. The Fund's officers and employees are paid by either the
Adviser, United Asset Management Corporation ("UAM"), FSI or CGFSC and receive
no compensation from the Fund.
The following table shows aggregate compensation paid to each of the Fund's
Directors by the Fund and total compensation paid by the Fund and UAM Trust
(collectively the "Fund Complex") in the fiscal year ended October 31,
1997.
COMPENSATION TABLE
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
PENSION OR TOTAL COMPENSATION
Retirement Benefits Estimated Annual from Registrant and
NAME OF PERSON, AGGREGATE 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.
Director.................. $26,791 0 0 $32,750
Nancy J. Dunn
Director.................. $ 6,774 0 0 $ 8,300
Philip D. English
Director.................. $26,791 0 0 $32,750
William A. Humenuk
Director.................. $26,791 0 0 $32,750
</TABLE>
PRINCIPAL HOLDERS OF SECURITIES
As of July 31, 1998, no person or organizations held of record or
beneficially 5% or more of the shares of the Portfolio.
14
<PAGE>
Any persons or organizations listed above as owning 25% or more of the
outstanding shares of the Portfolio may be presumed to "control" (as that term
is defined in the 1940 Act) the Portfolio. As a result, those persons or
organizations could have the ability to vote a majority of the shares of the
Portfolio on any matter requiring the approval of shareholders of the Portfolio.
INVESTMENT ADVISER
CONTROL OF ADVISER
Dewey Square Investors Corporation (the "Adviser") is a wholly-owned
subsidiary of UAM, a holding company incorporated in Delaware in December 1980
for the purpose of acquiring and owning firms engaged primarily in institutional
investment management. Since its first acquisition in August 1983, UAM has
acquired or organized approximately 45 such wholly-owned affiliated firms (the
"UAM Affiliated Firms"). UAM believes that permitting UAM Affiliated Firms to
retain control over their investment advisory decisions is necessary to allow
them to continue to provide investment management services that are intended to
meet the particular needs of their respective clients. Accordingly, after
acquisition by UAM, UAM Affiliated Firms continue to operate under their own
firm name, with their own leadership and individual investment philosophy and
approach. Each UAM Affiliated Firm manages its own business independently on a
day-to-day basis. Investment strategies employed and securities selected by UAM
Affiliated Firms are separately chosen by each of them.
Peter M. Whitman, Jr., a director of the Fund, is President and Chief
Investment Officer of the Adviser.
SERVICE PERFORMED BY ADVISER
Pursuant to Investment Advisory Agreement ("Agreement") between the
Fund and the Adviser, the Adviser has agreed to manage the investment and
reinvestment of the Portfolios' assets, to continuously review, supervise and
administer the Portfolio's investment program, and to determine in its
discretion the securities to be purchased or sold and the portion of such
Portfolio's assets to be held uninvested.
In the absence of (i) willful misfeasance, bad faith, or gross
negligence of the part of the Adviser in the performance of its obligations and
duties under the Agreement, (ii) reckless disregard by the Adviser of its
obligations and duties under the Agreement, or (iii) a loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation for
services, the Adviser shall not be subject to any liability whatsoever to the
Fund, for any error of judgment, mistake of law or any other act or omission in
the course of, or connected with, rendering services under the Agreement.
Unless sooner terminated, the Agreement 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 the 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. The Agreement
may be terminated at any time by the Portfolio, without the payment of any
penalty, by vote of a majority of the outstanding voting securities of the
Portfolio on 60 days' written notice o the Adviser. The Agreement may be
terminated by the Adviser at any time, without the payment of any penalty, upon
90 days' written notice to the Fund. The Agreement will automatically and
immediately terminate in the event of its assignment.
15
<PAGE>
PHILOSOPHY AND STYLE
The Adviser's equity portfolio management approach is "value-oriented" and
makes use of a proprietary screen to rank a universe of 1,000 stocks according
to relative attractiveness. The Adviser's philosophy is derived from a belief
that low price/earnings ration, high yield portfolios will generate superior
results over time. Portfolios are built from the "bottom-up," stock-by-stock,
subject to a disciplined diversification process which is intended to avoid
becoming overly concentrated in any one segment of the market. The objective is
to provide more consistent and less volatile performance than other typical
value managers.
REPRESENTATIVE INSTITUTIONAL CLIENTS
As of the date of this Statement of Additional Information, the Adviser's
representative institutional clients included: American Airlines, Raytheon
Corp., Bank of Boston, and Guy Gannett Publishing.
In compiling this client list, the Adviser used objective criteria such as
account size, geographic location and client classification. The Adviser did not
use any performance based criteria. It is not known whether these clients
approve or disapprove of the Adviser or the advisory services provided.
ADVISORY FEES
As compensation for services rendered by the Adviser under the Investment
Advisory Agreement, the Portfolio pays the Adviser an annual fee, in monthly
installments, calculated by applying the annual rate of 0.85% to the Portfolio's
average daily net assets for the month. As set forth in the Prospectus, the
Adviser has agreed to waive a portion of its advisory fees to maintain fees at
0.75% of the Portfolio's average daily net assets for the first 12 months of
operation.
PORTFOLIO TRANSACTIONS
The Investment Advisory Agreements authorize the Adviser to select the
brokers or dealers that will execute the purchases and sales of investment
securities for each of the Portfolios and directs the Adviser to use its best
efforts to obtain the best execution with respect to all transactions for the
Portfolios. In doing so, a Portfolio may pay higher commission rates than the
lowest rate available when the Adviser believes it is reasonable to do so in
light of the value of the research, statistical, and pricing services provided
by the broker effecting the transaction. It is not the Fund's practice to
allocate brokerage or effect principal transactions with dealers on the basis of
sales of Fund shares which may be made through broker-dealer firms. However, the
Adviser may place portfolio orders with qualified broker-dealers who refer
clients to the Adviser.
Some securities considered for investment by the Portfolio may also be
appropriate for other clients served by the Adviser. If purchases or sales of
securities consistent with the investment policies of the Portfolio and one or
more of these other clients served by the Adviser is considered at or about the
same time, transactions in such securities will be allocated among the Portfolio
and clients in a manner deemed fair and reasonable by the Adviser. Although
there is no specified formula for allocating such transactions, the various
allocation methods used by the Adviser, and the results of such allocations, are
subject to periodic review by the Fund's Board of Directors.
ADMINISTRATIVE SERVICES
The Board of Directors of the Fund approved a Fund Administration
Agreement, effective April 15, 1996 ("Fund Administration Agreement") between
UAM Fund Services, Inc. ("UAMFSI"), a wholly owned subsidiary of
16
<PAGE>
UAM, and the Fund. Pursuant to the terms of the Fund Administration Agreement,
UAMFSI manages, administers and conducts the general business activities of the
Fund other than those which have been contracted to other third parties by the
Fund. Additionally, UAMFSI has agreed to provide transfer agency services to the
Portfolio pursuant to the terms of the Agreement.
UAMFSI has subcontracted some of these services to Chase Global Funds
Services Company ("CGFSC"), an affiliate of The Chase Manhattan Bank, pursuant
to a Mutual Fund Service Agreement between UAMFSI and CGFSC (collectively, with
the Fund Administration Agreement between UAMFSI and the Fund, the
"Agreements").
Pursuant to the terms of the Agreements, 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 following
portfolio-specific fees are calculated at the annual rate of 0.04% of the
aggregate net assets of the Portfolio:
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 net assets;
0.11 of 1% of the next $800 million of combined Fund net assets;
0.07 of 1% of combined Fund net assets in excess of $1 billion but less
than $3 billion;
0.05 of 1% of combined Fund net assets in excess of $3 billion.
Fees are allocated among the Portfolios on the basis of their relative
assets and are subject to a graduated minimum fee schedule per Portfolio, which
starts at $2,000 per month and increases to $70,000 annually after two years. If
a separate class of shares is added to a Portfolio, its minimum annual fee
increases by $20,000.
Prior to April 15, 1996, CGFSC or its predecessor, Mutual Funds Service
Company, provided certain administrative services to the Fund under an
Administration Agreement between the Fund and U.S. Trust Company of New York.
The basis of the fees paid to CGFSC for the fiscal periods prior 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 combined 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 from $2,000 per month upon inception of a Portfolio to $70,000 annually
after two years.
UAMFSI bears all expenses in connection with the performance of its
services under the Fund Administration Agreement. Other expenses to be incurred
in the operation of the Fund are borne by the Fund or other parties, including
taxes, interest, brokerage fees and commissions, if any, salaries and fees of
officers and members of the Board who are not officers, directors, shareholders
or employees of UAMFSI, or the Fund's investment adviser or distributor, SEC
fees and state Blue Sky fees, EDGAR filing fees, processing services and related
fees, advisory and administration fees, charges and expenses of pricing and data
services, independent public accountants and custodians, insurance premiums
including fidelity bond premiums, outside legal expenses, costs of maintenance
of corporate existence, typesetting and printing of prospectuses for regulatory
purposes and for distribution to current shareholders of the Fund, printing and
production costs of shareholders' reports and corporate meetings, cost and
expenses of Fund stationery and forms, costs of special telephone and data lines
and devices, trade association dues and expenses, and any extraordinary expenses
and other customary Fund expenses.
17
<PAGE>
Unless sooner terminated, the Fund Administration Agreement shall continue
in effect from year to year provided such continuance is specifically approved
at least annually by the Board. The Fund Administration Agreement is
terminable, without penalty, by the Board or by UAMFSI, on not less than ninety
(90) days' written notice. The Fund Administration Agreement shall
automatically terminate upon its assignment by UAMFSI without the prior written
consent of the Fund.
UAMFSI will from time to time employ or associate with such person or
persons as may be fit to assist them in the performance of the Fund
Administration Agreement. Such person or persons may be officers and employees
who are employed by both UAMFSI and the Fund. The compensation of such person
or persons for such employment shall be paid by UAMFSI and no obligation will be
incurred by or on behalf of the Fund in such respect.
Effective February 28, 1997, the Fund entered into an Account Services
Agreement (the "Services Agreement") with UAM Retirement Plan Services, Inc.
(the "Service Provider"), a wholly-owned subsidiary of UAM. Under the Services
Agreement, the Service Provider agrees to perform certain services for
participants in a self-directed, defined contribution plan, and for whom the
Service Provider provides participant recordkeeping. Pursuant to the Services
Agreement, the Service Provider is entitled to receive, after the end of each
month, a fee at the annual rate of 0.15% of the average aggregate daily net
asset value of shares of the Portfolios in the accounts for which it provides
services.
CUSTODIAN
The Chase Manhattan Bank, 3 Chase MetroTech Center, Brooklyn, New York
11245, provides for the custody of the Fund's assets pursuant to the terms of a
custodian agreement with the Fund.
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110,
serves as independent accountants for the Fund.
DISTRIBUTOR
UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, serves as
the Funds distributor. Shares of the Fund are offered continuously. While the
Distributor will use its best efforts to sell shares of the Fund, it is not
obligated to sell any particular amount of shares.
18
<PAGE>
PERFORMANCE CALCULATIONS
PERFORMANCE
The Portfolio may quote various performance figures to illustrate the past
performance of each class of the Portfolio. Performance quotations by investment
companies are subject to rules adopted by the SEC, which require the use of
standardized performance quotations or, alternatively, that every non-
standardized performance quotation furnished by the Fund be accompanied by
certain standardized performance information computed as required by the SEC.
Current yield and average annual compounded total return quotations used by the
Fund are based on the standardized methods of computing performance mandated by
the SEC. An explanation of the method used to compute or express performance
follows.
TOTAL RETURN
The average annual total return of a Portfolio is determined by finding the
average annual compounded rates of return over 1, 5 and 10 year periods that
would equate an initial hypothetical $1,000 investment to its ending redeemable
value. The calculation assumes that all dividends and distributions are
reinvested when paid. The quotation assumes the amount was completely redeemed
at the end of each 1, 5 and 10 year period and the deduction of all applicable
Fund expenses on an annual basis.
The average annual total return for the Portfolio is 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).
YIELD
Current yield reflects the income per share earned by the Portfolio's
investments.
Current yield 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.
Yield for a Portfolio is calculated according to the following formula:
Yield = 2[( a - b + 1 )6 - 1]
-----
cd
where:
a = dividends and interest earned during the period
19
<PAGE>
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the period that
were entitled to receive income distributions
d = the maximum offering price per share on the last day of the period.
COMPARISONS
To help investors better evaluate how an investment in a Portfolio of the
Fund might satisfy their investment objective, advertisements regarding the Fund
may discuss various measures of Fund performance as reported by various
financial publications. Advertisements may also compare performance (as
calculated above) to performance as reported by other investments, indices and
averages. Please see Appendix B for publications, indices and averages which may
be used.
In assessing such comparisons of performance, an investor should keep in
mind that the composition of the investments in the reported indices and
averages is not identical to the composition of investments in the Portfolio,
that the averages are generally unmanaged, and that the items included in the
calculations of such averages may not be identical to the formula used by the
Portfolio to calculate its performance. In addition, there can be no assurance
that the Portfolio will continue this performance as compared to such other
averages.
GENERAL INFORMATION
DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized under the name ''ICM Fund, Inc.'' as a Maryland
corporation on October 11, 1988. On January 18, 1989, the name of the Fund was
changed to ''The Regis Fund, Inc.'' On October 31, 1995, the name of the Fund
was changed to UAM Funds, Inc. The Fund's principal executive office is located
at One International Place, Boston, MA 02110; however, all investor
correspondence should be directed to the Fund at the UAM Funds Service Center,
c/o Chase Global Funds Services Company, P.O. Box 2798, Boston, MA 02208-2798.
The Fund's Articles of Incorporation, as amended, authorize the Directors to
issue 3,000,000,000 shares of common stock, $.001 par value. The Board of
Directors has the power to designate one or more series (Portfolios) or classes
of common stock and to classify or reclassify any unissued shares with respect
to such Portfolios, without further action by shareholders. The Board of
Directors has classified an additional class of shares in the Portfolio, known
as Advisor Shares. As of the date of this Statement of Additional Information,
no Advisor shares of this Portfolio have been offered by the Fund.
Each class of shares of the Portfolio of the Fund, when issued and paid for
as provided for in the Prospectus, will be fully paid and nonassessable, have no
preference as to conversion, exchange, dividends, retirement or other features
and have no preemptive rights. The shares of the Fund have non-cumulative voting
rights, which means that the holders of more than 50% of the shares voting for
the election of Directors can elect 100% of the Directors if they choose to do
so. A shareholder is entitled to one vote for each full share held (and a
fractional vote for each fractional share held), then standing in his or her
name on the books of the Fund. Each class of shares represents interests in the
same assets of the Portfolio and are identical in all respects.
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The Fund's policy is to distribute substantially all of the Portfolio's net
investment income, if any, together with any net realized capital gains in the
amount and at the times that will avoid both income (including capital gains)
taxes incurred on it and the imposition of the Federal excise tax on
undistributed income
20
<PAGE>
and capital gains. The amounts of any income dividends or capital gains
distributions cannot be predicted. See the discussion under "Dividends, Capital
Gains Distributions and Taxes" in the Prospectus.
Any dividend or distribution paid shortly after the purchase of shares of a
Portfolio by an investor may have the effect of reducing the per share net asset
value of the Portfolio by the per share amount of the dividend or distribution.
Furthermore, such dividends or distributions, although in effect a return of
capital, are subject to income taxes as set forth in the Prospectus.
As set forth in the Prospectus, unless the shareholder elects otherwise in
writing, all dividend and capital gains distributions are automatically received
in additional shares of the respective Portfolio of the Fund at net asset value
(as of the business day following the record date). This will remain in effect
until the Fund is notified by the shareholder in writing at least three days
prior to the record date that either the Income Option (income dividends in cash
and capital gains distributions in additional shares at net asset value) or the
Cash Option (both income dividends and capital gains distributions in cash) has
been elected. An account statement is sent to shareholders whenever an income
dividend or capital gains distribution is paid.
Each Portfolio of the Fund will be treated as a separate entity (and hence
as a separate "regulated investment company") for federal tax purposes. Any net
capital gains recognized by a Portfolio will be distributed to its investors
without need to offset (for federal income tax purposes) such gains against any
net capital losses realized by another Portfolio.
FEDERAL TAXES
In order for the Portfolio to continue to qualify for federal income tax
treatment as a regulated investment company under the Internal Revenue Code of
1986, as amended, at least 90% of its gross income for a taxable year must be
derived from certain qualifying income, i.e., dividends, interest, income
derived from loans of securities and gains from the sale of securities or
foreign currencies, or other income derived with respect to its business of
investing in such securities
The Portfolio will distribute to shareholders annually any net capital
gains which have been recognized for Federal income tax purposes. Shareholders
will be advised as to the nature of the payments.
CODE OF ETHICS
The Fund has adopted a Code of Ethics which restricts to a certain extent
personal transactions by access persons of the Fund and imposes certain
disclosure and reporting obligations.
21
<PAGE>
APPENDIX A -- DESCRIPTION OF SECURITIES AND RATINGS
I. DESCRIPTION OF CORPORATE BOND RATINGS
MOODY'S INVESTORS SERVICE, INC.'S CORPORATE BOND RATINGS
AAA -- Bonds which are rated Aaa are judged to be the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt-edge." Interest payments are protected by a large or by an exceptionally
stable margin, and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.
AA -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
securities.
Moody's applies numerical modifiers 1, 2 and 3 in the Aa and A rating
categories. 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
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.
BAA -- Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics as well.
BA -- Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate, and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
B -- Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.
CAA -- Bonds which are rated Caa are of poor standing. Such issues may be
in default or there may be present elements of danger with respect to principal
or interest.
CA -- Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
shortcomings.
A-1
<PAGE>
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 RATINGS SERVICES CORPORATE BOND RATINGS:
AAA -- Bonds rated AAA have the highest rating assigned by Standard &
Poor's to a debt obligation and indicate an extremely strong capacity to pay
principal and interest.
AA -- Bonds rated AA have a very strong capacity to pay interest and
repay principal and differ from the highest rated issues only to a small degree.
A -- Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than bonds in higher rated
categories.
BBB -- Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than for debt in higher rated categories.
BB, B, CCC, CC -- Debt rated BB, B, CCC and CC is regarded, on balance, as
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and CC the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.
C -- The rating C is reserved for income bonds on which no interest is
being paid.
D -- Debt rated D is in default, and payment of interest and/or repayment
of principal is in arrears.
II. DESCRIPTION OF MORTGAGE-BACKED SECURITIES
Mortgage-backed securities represent ownership interests in a pool of
residential mortgage loans. These securities are designed to provide monthly
payments of interest and principal to the investor. The mortgagor's monthly
payments to his/her lending institution are "passed-through" to investors. Most
issuers or poolers provide guarantees of payments, regardless of whether or not
the mortgagor actually makes the payment. The guarantees made by issuers or
poolers are supported by various forms of credit, collateral, guarantees or
insurance, including individual loan, title, pool and hazard insurance purchased
by the issuer. There can be no assurance that the private issuers can meet
their obligations under the policies. Mortgage-backed securities issued by
private issuers, whether or not such securities are subject to guarantees, may
entail greater risk. If there is no guarantee provided by the issuer, mortgage-
backed securities purchased will be rated investment grade by Moody's or S&P.
UNDERLYING MORTGAGES
Pools consist of whole mortgage loans or participations in loans. The
majority of these loans are made to purchasers of 1-4 family homes. The terms
and characteristics of the mortgage instruments are
A-2
<PAGE>
generally uniform within a pool but may vary among pools. For example, in
addition to fixed-rate, fixed-term mortgages, the DSI Portfolios may purchase
mortgage securities consisting of pools of variable rate mortgages (VRM),
growing equity mortgages (GEM), graduated payment mortgages (GPM) and other
types where the principal and interest payment procedures vary. VRM's are
mortgages which reset the mortgage's interest rate on pools of VRM's. GPM and
GEM pools maintain constant interest with varying levels of principal repayment
over the life of the mortgage. These different interest and principal payment
procedures should not impact a Portfolio's net asset value since the prices at
which these securities are valued each day will reflect the payment procedures.
All poolers apply standards for qualification to local lending institutions
which originate mortgages for the pools. Poolers also establish credit
standards and underwriting criteria for individual mortgages included in the
pools. In addition, many mortgages included in pools are insured through
private mortgage insurance companies.
AVERAGE LIFE
The average life of pass-through pools varies with the maturities of the
underlying mortgage instruments. In addition, a pool's term may be shortened by
unscheduled or early payments of principal and interest on the underlying
mortgages. The occurrence of mortgage prepayment is affected by factors
including the level of interest rates, general economic conditions, the location
and age of the mortgage and other social and demographic conditions.
As prepayment rates of individual pools vary widely, it is not possible to
accurately predict the average life of a particular pool. For pools of fixed-
rate 30-year mortgages, common industry practice is to assume the prepayments
will result in a 12-year average life. Pools of mortgages with other maturities
or different characteristics will have varying assumptions for average life.
RETURNS ON MORTGAGE-BACKED SECURITIES
Yields on mortgage-backed pass-through securities are typically quoted on
the maturity of the underlying instruments and the associated average life
assumption. Actual prepayment experience may cause the yield to differ from the
assumed average life yield. Reinvestment of prepayments may occur at higher or
lower interest rates than the original investment, thus affecting the yields of
the Portfolios. The compounding effect from reinvestment of monthly payments
received by a Portfolio will increase its yield to shareholders, compared to
bonds that pay interest semiannually.
ABOUT MORTGAGE-BACKED SECURITIES
Interests in pools of mortgage-backed securities differ from other forms of
debt securities, which normally provide for periodic payment of interest in
fixed amounts with principal payments at maturity or specified call dates.
Instead, these securities provide a monthly payment which consists of both
interest and principal payments. In effect, these payments are a "pass-through"
of the monthly payments made by the individual borrowers on their residential
mortgage loans, net of any fees paid to the issuer or guarantor of such
securities. Additional payments are caused by repayments resulting from the
sale of the underlying residential property, refinancing or foreclosure net of
fees or costs which may be incurred. Some mortgage-backed securities are
described as "modified pass-through." These securities entitle the holders to
receive all interest and principal payments owed on the mortgages in the pool,
net of certain fees, regardless of whether or not the mortgagors actually make
the payment.
A-3
<PAGE>
Residential mortgage loans are pooled by the Federal Home Loan Mortgage
Corporation (FHLMC). FHLMC is a corporate instrumentality of the U.S.
Government and was created by Congress in 1970 for the purpose of increasing the
availability of mortgage credit for residential housing. Its stock is owned by
the twelve Federal Home Loan Banks. FHLMC issues Participation Certificates
("PCs") which represent interests in mortgages from FHLMC's national portfolio.
FHLMC guarantees the timely payment of interest and ultimate collection of
principal.
The Federal National Mortgage Association (FNMA) is a government sponsored
corporation owned entirely by private stockholders. It is subject to general
regulation by the Secretary of Housing and Urban Development. FNMA purchases
residential mortgages from a list of approved seller/servicers which include
state and federally-chartered savings and loan associations, mutual savings
banks, commercial banks and credit unions and mortgage bankers. Pass-through
securities issued by FNMA are guaranteed as to timely payment of principal and
interest by FNMA.
The principal government guarantor of mortgage-backed securities is the
Government National Mortgage Association (GNMA). GNMA is a wholly-owned U.S.
Government corporation within the Department of Housing and Urban Development.
GNMA is authorized to guarantee, with the full faith and credit of the U.S.
Government, the timely payment of principal and interest on securities issued by
approved institutions and backed by pools of FHA-insured or VA-guaranteed
mortgages.
Commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers also create pass-
through pools of conventional residential mortgage loans. Pools created by such
non-governmental issuers generally offer a higher rate of interest than
government and government-related pools because there are no direct or indirect
government guarantees of payments in the former pools. However, timely payment
of interest and principal of these pools is supported by various forms of
insurance or guarantees, including individual loan, title, pool and hazard
insurance purchased by the issuer. The insurance and guarantees are issued by
governmental entities, private insurers and mortgage poolers. There can be no
assurance that the private insurers can meet their obligations under the
policies. Mortgage-backed securities purchased for the DSI Limited Maturity
Bond Portfolio will, however, be rated of investment grade quality by Moody's or
S&P.
The DSI Limited Maturity Bond Portfolio expects that Governmental or
private entities may create mortgage loan pools offering pass-through
investments in addition to those described above. The mortgages underlying these
securities may be alternative mortgage instruments, that is mortgage instruments
whose principal or interest payment may vary or whose terms to maturity may be
shorter than previously customary. As new types of mortgage-backed securities
are developed and offered to investors, the Portfolios will, consistent with
their investment objective and policies, consider making investments in such new
types of securities.
III. DESCRIPTION OF U.S. GOVERNMENT SECURITIES
The term "U.S. Government Securities" refers to a variety of securities
which are issued or guaranteed by the United States Government, and by various
instrumentalities which have been established or sponsored by the United States
Government.
A-4
<PAGE>
U.S. Treasury securities are backed by the "full faith and credit" of the
United States. Securities issued or guaranteed by federal agencies and U.S.
Government sponsored instrumentalities may or may not be backed by the full
faith and credit of the United States.
In the case of securities not backed by the full faith and credit of the
United States, the investor must look principally to the agency or
instrumentality issuing or guaranteeing the obligation for ultimate repayment,
and may not be able to assert a claim against the United States itself in the
event the agency or instrumentality does not meet its commitment. Agencies
which are backed by the full faith and credit of the United States include the
Export-Import Bank, Farmers Home Administration, Federal Financing Bank, and
others. Certain agencies and instrumentalities, such as the Government National
Mortgage Association are, in effect, backed by the full faith and credit of the
United States through provisions in their charters that they may make
"indefinite and unlimited" drawings on the Treasury, if needed to service its
debt. Debt from certain other agencies and instrumentalities, including the
Federal Home Loan Bank and Federal National Mortgage Association, is not
guaranteed by the United States, but those institutions are protected by the
discretionary authority of the U.S. Treasury to purchase certain amounts of
their securities to assist the institution in meeting its debt obligations.
Finally, other agencies and instrumentalities, such as the Farm Credit System
and the Federal Home Loan Mortgage Corporation, are federally chartered
institutions under government supervision, but their debt securities are backed
only by the credit worthiness of those institutions, not the U.S. Government.
Some of the U.S. Government agencies that issue or guarantee securities
include the Export-Import Bank of the United States, Farmers Home
Administration, Federal Housing Administration, Maritime Administration, Small
Business Administration, and The Tennessee Valley Authority.
IV. DESCRIPTION OF FOREIGN INVESTMENTS
Investors should recognize that investing in foreign companies involves
certain special risks which are not typically associated with investing in U.S.
companies. Since the securities of foreign companies are frequently denominated
in foreign currencies, the Fund's Portfolios may be affected favorably or
unfavorably by changes in currency rates and in exchange control regulations,
and may incur costs in connection with conversions between various
currencies.
As foreign companies are not generally subject to uniform accounting,
auditing and financing reporting standards and they may have policies that are
not comparable to those of domestic companies, there may be less information
available about certain foreign companies than about domestic companies.
Securities of some foreign companies are generally less liquid and more volatile
than securities of comparable domestic companies. There is generally less
government supervision and regulation of stock exchanges, brokers and listed
companies than in the U.S. In addition, with respect to certain foreign
countries, there is the possibility of expropriation or confiscatory taxation,
political or social instability, or diplomatic developments which could affect
U.S. investments in those countries.
Although the Fund will endeavor to achieve the most favorable execution
costs in its Portfolio transactions, fixed commissions on many foreign stock
exchanges are generally higher than negotiated commissions on U.S. exchanges.
Certain foreign governments levy withholding taxes on dividend and interest
income. Although in some countries a portion of these taxes are recoverable,
the non-recovered portion of foreign withholding taxes
A-5
<PAGE>
will reduce the income received from the companies comprising the Fund's
Portfolios. However, these foreign withholding taxes are not expected to have a
significant impact.
A-6
<PAGE>
APPENDIX B - COMPARISONS
With respect to the comparative measures of performance for equity securities
described herein, comparisons of performance assume reinvestment of dividends,
except as otherwise stated below.
(a) CDA Mutual Fund Report, published by CDA Investment
Technologies, Inc. -- analyzes price, current yield, risk,
total return and average rate of return (average annual
compounded growth rate) over specified time periods for the
mutual fund industry.
(b) Composite Indices -- 70% Standard & Poor's 500 Stock Index and
30% NASDAQ Industrial Index; 35% Standard & Poor's 500 Stock
Index and 65% Salomon Brothers High Grade Bond Index; all
stocks on the NASDAQ system exclusive of those traded on an
exchange, and 65% Standard & Poor's 500 Stock Index and 35%
Salomon Brothers High Grade Bond Index.
(c) 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.
(d) Donoghue's Money Fund Average -- is an average of all major
money market fund yields, published weekly for 7 and 30-day
yields.
(e) Dow Jones Composite Average or its component averages -- an
unmanaged index composed of 30 blue-chip industrial corporation
stocks (Dow Jones Industrial Average), 15 utilities company
stocks and 20 transportation stocks. Comparisons of performance
assume reinvestment of dividends.
(f) Financial publications: Business Week, Changing Times,
Financial World, Forbes, Fortune, Money, Barron's, Consumer's
Digest, Financial Times, Global Investor, Investor's Daily,
Lipper Analytical Services, Inc., Morningstar, Inc., New York
Times, Personal Investor, Wall Street Journal and Weisenberger
Investment Companies Service -- publications that rate fund
performance over specified time periods.
(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) Historical data supplied by the research departments of First
Boston Corporation, J.P. Morgan & Co, Inc., Salomon Brothers,
Merrill Lynch & Co., Inc., Lehman Brothers, Inc. and Bloomberg
L.P.
(i) Lehman Brothers Intermediate Government/Corporate Index -- is a
combination of the Government and Corporate Bond Indices. All
issues are investment grade (BBB) or higher, with maturities of
one to ten years and an outstanding par value of at least $100
million for U.S. Government issues and $25 million for others.
The Government Index includes public obligations of the U.S.
Treasury, issues of Government agencies, and corporate debt
backed by the U.S. Government. The Corporate Bond Index
includes fixed-rate nonconvertible corporate debt. Also
included are Yankee Bonds and nonconvertible debt issued by or
guaranteed by foreign or international governments and
agencies. Any security downgraded during the month is held in
the index until month-end and then removed. All returns are
market value weighted inclusive of accrued income.
B-1
<PAGE>
(j) 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.
(k) Lipper -- Mutual Fund Performance Analysis; and Lipper -- Fixed
Income Fund Performance Analysis -- measures total return and
average current yield for the mutual fund industry. Rank
individual mutual fund performance over specified time periods,
assuming reinvestments of all distributions, exclusive of any
applicable sales charges.
(l) Lipper 1-5 Year Short Investment Grade Debt Funds Average -- is
an average of 160 funds that invest at least 65% of assets in
investment grade debt issues (rated in top four grades with
dollar-weighted average maturities of 5 years or less.
(m) Merrill Government/Corporate 1 to 5 Year Index -- is an
unmanaged index composed of U.S. Treasuries, agencies and
corporates with maturities from 1 to 4.99 years. Corporates are
investment grade only (rated in the top four grades).
(n) Merrill Lynch 1-4.99 Year Corporate/Government Bond Index -- is
an unmanaged index composed of U.S. Treasuries, agencies and
corporates with maturities from 1 to 4.99 years. Corporates are
investment grade only (rated in the top four grades).
(o) Morgan Stanley Capital International EAFE Index and World
Index --respectively, arithmetic, market value-weighted
averages of the performance of over 900 securities listed on
the stock exchanges of countries in Europe, Australia and the
Far East, and over 1,400 securities listed on the stock
exchanges of these continents, including North America.
(p) Mutual Fund Source Book, published by Morningstar, Inc.
analyzes price, yield, risk and total return for equity funds.
(q) 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.
(r) Russell 2000 -- composed of the 2,000 smallest stocks in the
Russell 3000, a market value weighted index of the 3,000
largest U.S. publicly-traded companies.
(s) Russell Mid-Cap Growth Index -- is composed of the 800 smallest
stocks in the Russell 1000 Index, with an average
capitalization of $1.96 billion.
(t) Salomon Brothers Three-Month T-Bill Average -- the average for
all Treasury bills for the previous three-month period.
(u) 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.
(v) Salomon Brothers GNMA Index -- includes pools of mortgages
originated by private lenders and guaranteed by the mortgage
pools of the Government National Mortgage Association.
(w) Salomon Brothers High Grade Corporate Bond Index -- consists of
publicly issued, non-convertible corporate bonds rated AA or
AAA. It is a value-weighted, total return index, including
approximately 800 issues with maturities of 12 years or
greater.
B-2
<PAGE>
(x) Savings and Loan Historical Interest Rates -- as published by
the U.S. Savings and Loan League Fact Book.
(y) Standard & Poor's 500 Stock Index or its component indices an
unmanaged index composed of 400 industrial stocks, 40 financial
stocks, 40 utilities stocks and 20 transportation stocks.
Comparisons of performance assume reinvestment of dividend.
(z) Stocks, Bonds, Bills and Inflation, published by Ibbotson
Associates -- historical measure of yield, price and total
return for common and small company stock, long-term government
bonds, U.S. Treasury bills and inflation.
(aa) The New York Stock Exchange composite or component indices --
unmanaged indices of all industrial, utilities, transportation
and finance stocks listed on the New York Stock Exchange.
(bb) Value Line -- composed of over 1,600 stocks in the Value Line
Investment Survey.
(cc) Wilshire 5000 Equity Index or its component indices --
represents the return on the market value of all common equity
securities for which daily pricing is available. Comparisons of
performance assume reinvestment of dividends.
B-3
<PAGE>
PART C
UAM FUNDS, INC.
OTHER INFORMATION
ITEM 23. 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:
PEA# = Post-Effective Amendment (pertinent numbers for each PEA are
included after "PEA", e.g., PEA #3 means the third PEA under the
Securities Act of 1933.)
<TABLE>
<CAPTION>
Incorporated By Reference to
----------------------------
Exhibit No. Description Location:
- ----------- ----------- ---------
<C> <S> <C>
A.1. Articles of Incorporation PEA#37
A.2. Amendments PEA#37
A.3. Articles Supplementary PEA#37, PEA#41, PEA#42, PEA#44,
PEA#45, PEA#47, PEA#49; filed
herewith
B. By-Laws filed herewith
C. Form of Specimen of Securities filed herewith
D. 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,
PEA#44,PEA#45, PEA#47, PEA#49,
PEA#51
E Distribution Agreement between UAM Fund PEA#49
Distributors, Inc. and UAM Funds, Inc.
F. Bonus and Profit Sharing Contracts Not Applicable
G Global Custody Agreement PEA#44
H. 1. Fund Administration Agreement between UAM Funds, PEA#40
Inc. and UAM Fund Services, Inc.
H.2. Mutual Funds Service Agreement between UAM Fund PEA#49
Services, Inc. and Chase Global Funds Services
Company
I. Opinion and Consent of Counsel filed herewith, PEA#51
J. Other Opinions and Consents Not Applicable
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Incorporated By Reference to
----------------------------
Exhibit No. Description Location:
- ----------- ----------- ---------
<C> <S> <C>
K. Omitted Financial Statements Not Applicable
L. Purchase Agreement filed herewith
M.1. Distribution Plan filed herewith
M.2. Form of Selling Dealer Agreement filed herewith
M.3. Shareholder Services Plan filed herewith
M.4. Form of Service Agreement (12b-1 Plan) filed herewith
O. Amended and Restated Rule 18f-3 Multiple Class filed herewith
Plan
P. Powers of Attorney filed herewith
</TABLE>
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND
Not applicable.
ITEM 25. 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, and as Exhibit No., 1 to PEA # 37. 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.
Provisions for indemnification of UAM Fund Services, Inc. are contained in
Section 6 of its Fund Administration Agreement with the Registrant.
Provisions for indemnification of the Registrant's investment advisers are
contained in Section 7 of their respective Investment Advisory Agreements with
the Registrant.
Provisions for indemnification of Registrant's principal underwriter, UAM Fund
Distributors, Inc., are contained in its Distribution Agreement with the
Registrant.
Provisions for indemnification of Registrant's custodian, The Chase Manhattan
Bank, are contained in Section 12 of its Fund Global Custody Agreement with the
Registrant.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Reference is made to the caption "Investment Adviser" in the Prospectuses
constituting Part A of this Registration
<PAGE>
Statement and "Investment Adviser" in Part B of this Registration Statement. The
information required by this Item 26 with respect to each director, officer, or
partner of each other investment adviser of the Registrant is incorporated by
reference to the Forms ADV filed by the investment advisers listed below with
the Securities and Exchange Commission pursuant to the Investment Advisers Act
of 1940, as amended, under the file numbers indicated:
Each Investment Adviser is an affiliate of United Asset Management Corporation
("UAM"), a Delaware corporation owning firms engaged primarily in institutional
investment management.
. Acadian Asset Management (File No. 801-28078)
. Cooke & Bieler, Inc (File No. 801-210)
. Dewey Square Investors Corporation (File No. 801-34179)
. Fiduciary Management Associates, Inc. (File No. 801-21271)
. Investment Counselors of Maryland, Inc. (File No. 801-8761)
. C.S. McKee & Company, Inc. (File No. 801-08545)
. NWQ Investment Management Company (File No. 801-42159)
. Rice, Hall, James & Associates (File No. 801-30441)
. Sirach Capital Management, Inc. (File No. 801-33477)
. Spectrum Asset Management, Inc. (File No. 801-30405
. Sterling Capital Management Company (File No. 801-8776)
. Thompson, Siegel & Walmsley, Inc. (File No. 801-6273)
ITEM 27. PRINCIPAL UNDERWRITERS
(a) UAM Fund Distributors, Inc. ("UAMFDI") acts as sole distributor of the
Registrant's shares, and acts as distributor for UAM Funds Trust, Analytic
Optioned Equity Fund, Inc. and The Analytic Series Fund shares.
(b) The information required with respect to each Director and officer of
UAMFDI is incorporated by reference to Schedule A of Form BD filed pursuant
to the Securities and Exchange Act of 1934 (SEC File No. 8-41126).
The information required with respect to each Director and officer
of ACG is incorporated by reference to Schedule A of Form BD filed pursuant
to the Securities and Exchange Act of 1934 (SEC File No. 8-47813).
(c) Not applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
The books, accounts and other documents required by Section 31(a) under the
Investment Company Act of 1940, as amended, and the 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 29. MANAGEMENT SERVICES
Not Applicable.
ITEM 30. UNDERTAKING
Not Applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements of effectiveness of the Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933, and has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston and Commonwealth of
Massachusetts on the 21 day of August, 1998.
UAM FUNDS, INC.
/s/ Michael E. DeFao
--------------------------------
Michael E. DeFao
Secretary
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 21 day of August, 1998:
*
- -------------------------------
Norton H. Reamer, Chairman and
President
*
- -------------------------------
John T. Bennett, Jr., Director
*
- -------------------------------
Nancy J. Dunn, Director
*
- -------------------------------
Philip D. English, Director
*
- -------------------------------
William A. Humenuk, Director
*
- -------------------------------
Peter M. Whitman, Jr., Director
/s/ Gary L. French
- -------------------------
Gary L. French, Treasurer
/s/ Michael E. DeFao
- -------------------------
* Michael E. DeFao
(Attorney-in-Fact)
<PAGE>
UAM FUNDS, INC.
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
A.3. Articles Supplementary
B. By-Laws
C. Form of Specimen Share Certificate
I. Opinion and Consent of Counsel
L. Purchase Agreement
M.1. Distribution Plan
M.2. Form of Selling Dealer Agreement
M.3. Shareholder Services Plan
M.4. Form of Service Agreement (12b-1 Plan)
O. Amended and Restated Rule 18f-3 Multiple Class Plan
P. Powers of Attorney
<PAGE>
EXHIBIT A.3
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 11, 1997, 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 Rule 18f-3 classes plan adopted by the Board of
directors of the Corporation and any applicable rule,
<PAGE>
order or interpretation under the Investment Company
Act of 1940, as amended, or other applicable act;
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 DSI Small Cap Value Portfolio and
twenty-five million (25,000,000) shares of the unallocated and unissued Common
Stock of the Corporation are classified and allocated to such serie's
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 serie's Institutional Service Class Shares.
FOURTH: The Institutional Class Shares and Institutional Service Class Shares
of the DSI Small Cap Value Portfolio so classified and allocated shall have all
the rights and privileges as set forth in the Articles of Incorporation of the
Corporation, including such priority in the assets and liabilities of such
series as may be provided in such Articles.
FIFTH: The Institutional Class Shares and Institutional Service Class Shares
of the DSI Small Cap Value Portfolio have been classified and reclassified by
the Board of Directors pursuant to the authority contained in the Articles of
Incorporation of the Corporation.
SIXTH: After giving effect to the allocation, the total amount of stock
allocated to each series is as follows:
Total Number of
Name of Series Shares Allocated
- -------------- ----------------
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
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
2
<PAGE>
Total Number of
Name of Series Shares Allocated
- -------------- ----------------
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
DSI Small Cap Value 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
ICM Equity Portfolio
. Institutional Class Shares . 25,000,000
. Institutional Service Class Shares . 10,000,000
ICM Fixed Income Portfolio
. Institutional Class Shares . 50,000,000
. Institutional Service Class Shares . 10,000,000
ICM 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
3
<PAGE>
Total Number of
Name of Series Shares Allocated
- -------------- ----------------
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
NWQ Small Cap Portfolio
. Institutional Class Shares . 25,000,000
. Institutional Service Class Shares . 10,000,000
NWQ Special 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
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
Sirach Equity 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 Bond 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' Small Cap Value Portfolio
. Institutional Class Shares . 25,000,000
. Institutional Service Class Shares . 10,000,000
4
<PAGE>
Total Number of
Name of Series Shares Allocated
- -------------- ----------------
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 Balanced Portfolio
. Institutional Class Shares . 25,000,000
. Institutional Service Class Shares . 10,000,000
IN WITNESS WHEREOF, UAM Funds, Inc. has caused these Articles
Supplementary to be signed in its name and on its behalf this 18th day of June,
1998.
UAM FUNDS, INC.
By: /s/Gary L. French
-----------------
Gary L. French
Attorney-in-Fact
Attest:
By: /s/Michael E. DeFao
-------------------
Michael E. DeFao
Secretary
5
<PAGE>
THE UNDERSIGNED, Attorney-in-Fact for the 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.
UAM FUNDS, INC.
By: /s/Gary L. French
------------------
Gary L. French
Attorney-in-Fact
6
<PAGE>
EXHIBIT B
BY-LAWS OF
THE REGIS FUND, INC.
ARTICLE I
FISCAL YEAR AND OFFICES
SECTION 1. Fiscal Year. Unless otherwise provided by resolution of the
Board of Directors the fiscal year of the Corporation shall begin on November 1
and end on the last day of October.
SECTION 2. Registered Office. The registered office of the Corporation in
Maryland shall be located at 100 Light Street, Baltimore, Maryland 21202, and
the name and address of its Resident Agent is Joseph M. Roulhac, c/o Smith,
Somerville & Case, 100 Light Street, Baltimore, Maryland 21202.
SECTION 3. Other Offices. The Corporation shall have the power to open
additional offices for the conduct of its business, either within or outside the
State of Maryland, at such places as the Board of Directors may from time to
time designate.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. Place of Meeting. Meetings of the Stockholders for election of
Directors shall be held in such place as shall be fixed by the Board of
Directors and stated in the notice of the meeting.
SECTION 2. Annual Meetings. The First Annual Meeting of Stockholders shall
be held at such time and on such date during the first fiscal year of the
Corporation as may be fixed by the Board of Directors by resolution. At the
Annual Meeting, the Stockholders shall elect a Board of Directors and transact
any other business which may properly be brought before the meeting. Thereafter,
Annual Meetings of Stockholders will not be held if none of the following is
required to be acted on by Stockholders under the Investment Company Act:
(a) election of directors;
<PAGE>
(b) approval of the investment advisory agreement;
(c) ratification of selection of independent accountants; and
(d) approval of a distribution agreement.
SECTION 3. Special Meetings. Special Meetings of the Stockholders may be
called at any time by the Chairman of the Board or the President, or by a
majority of the Board of Directors, and shall be called by the Chairman of the
Board, President or Secretary upon written request of the holders of shares
entitled to cast not less than twenty-five percent of all the votes entitled to
be cast at such meeting provided that (a) such request shall state the purposes
of such meeting and the matters proposed to be acted on, and (b) the
Stockholders requesting such meeting shall have paid to the Corporation the
reasonably estimated cost of preparing and mailing the notice thereof, which the
Secretary shall determine and specify to such Stockholders. No Special Meeting
need be called to consider any matter which is substantially the same as a
matter voted on at any meeting of the Stockholders held during the preceding
twelve months.
SECTION 4. Notice. Not less than ten nor more than ninety days before the
date of every Annual or Special Stockholders' Meeting, the Secretary shall cause
to be mailed to each Stockholder entitled to vote at such meeting at his (her)
address (as it appears on the records of the Corporation at the time of mailing)
written notice stating the time and place of the meeting and, in the case of a
Special Meeting of Stockholders shall be limited to the purposes stated in the
notice. Notice of any Stockholders' meeting need not be given to any Stockholder
who shall sign a written waiver of such notice whether before or after the time
of such meeting, or to any Stockholder who shall attend such meeting in person
or by proxy. Notice of adjournment of a Stockholders' meeting to another time or
place need not be given, if such time and place are announced at the meeting.
SECTION 5. Record Date for Meetings. The Board of Directors may fix in
advance a date not more than ninety days, nor less than ten days, prior to the
date of any Annual or Special Meeting of the Stockholders as a record date for
the determination of the Stockholders entitled to receive notice of, and to vote
at any meeting and any adjournment thereof; and in such case such Stockholders
and only such Stockholders as shall be Stockholders of record on the date so
fixed shall be entitled to receive notice of and to vote at such meeting and any
adjournment thereof as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date fixed as
aforesaid.
SECTION 6. Quorum. At any meeting of Stockholders, the presence in person
or by proxy of the holders of a majority of all the votes entitled to be case at
the meeting shall constitute a quorum for the transaction of business at the
meeting, except that where any provision of law or the Articles of Incorporation
require that the holders of any class of shares shall vote as a class, then a
majority of the aggregate number of shares of that class at the time outstanding
shall be necessary to constitute a quorum for the transaction of such business.
If, however, such quorum shall not be present or represented at any meeting of
the Stockholders, any officer entitled to preside at, or act as Secretary of,
such meeting, shall have the power to adjourn the meeting from time to time,
without notice other than announcement at the meeting,
-2-
<PAGE>
until a quorum shall be present or represented. At such adjourned meeting at
which a quorum shall be present or represented any business may be transacted
which might have been transacted at the meeting as originally notified.
SECTION 7. Voting. Each Stockholder shall have one vote for each full
share and a fractional vote for each fractional share of stock having voting
power held by such Stockholder on the record date set pursuant to Section 5 on
each matter submitted to a vote at a meeting of stockholders. Such note may be
made in person or by proxy. If no record date has been fixed for the
determination of Stockholders, the record date for the determination of
Stockholders entitled to notice of or to vote at a meeting of Stockholders shall
be at the close of business (i) on the day on which notice of the meeting is
mailed or (ii) on the day 30 days before the meeting, whichever is the closer
date to the meeting. At all meetings of the Stockholders, a quorum being
present, all matters shall be decided by majority vote of the shares of stock
entitled to vote held by Stockholders present in person or by proxy, unless
otherwise expressly provided by the laws of the State of Maryland, the
Investment Company Act of 1940, as from time to time amended, or the Articles of
Incorporation, in which case such express provision shall control. At all
meetings of Stockholders, unless the voting is conducted by inspectors, all
questions relating to the qualification of voters and the validity of proxies
and the acceptance or rejection of votes shall be decided by the Chairman of the
meeting.
SECTION 8. Voting Proxies. The right to vote by proxy shall exist only if
the instrument authorizing such proxy to act shall have been executed in writing
by the Stockholder himself or by his attorney thereunto duly authorized in
writing. No proxy shall be voted on after eleven months from its date unless it
provides for a longer period. Each proxy shall be in writing subscribed by the
Stockholder or his duly authorized attorney and shall be dated, but need not be
sealed, witnessed or acknowledged. Proxies shall be delivered to the Secretary
of the Corporation or person acting as Secretary of the meeting before being
voted. A proxy with respect to stock held in the name of two or more persons
shall be valid if executed by one of them unless at or prior to exercise of such
proxy the Corporation received a specific written notice to the contrary from
any one of them. A proxy purporting to be executed by or on behalf of a
Stockholder shall be deemed valid unless challenged at or prior to its exercise.
SECTION 9. Inspectors. At any election of Directors, the Board of
Directors prior thereto may, or, if they have not so acted, the Chairman of the
meeting may appoint one or more inspectors of election who shall first subscribe
an oath of affirmation to execute faithfully the duties of inspectors at such
election with strict impartiality and according to the best of their ability,
and shall after the election make a certificate of the result of the vote taken.
No candidate for the office of Director shall be appointed such inspector.
SECTION 10. Stock Ledger and List of Stockholders. It shall be the duty of
the Secretary or Assistant Secretary of the Corporation to cause an original or
duplicate stock ledger to be maintained at the office of the Corporation's
transfer agent. Such stock ledger may be in written form or any other form
capable of being converted into written form within a reasonable time for visual
inspection. Any one or more persons, each of whom has been a Stockholder of
record of the Corporation for more than six months next preceding such request,
who owns or own in the aggregate 5% or more of the outstanding capital stock of
the Corporation, may submit a written
-3-
<PAGE>
request to any officer of the Corporation. Within 20 days after such a request,
there shall be prepared and filed at the Corporation's principal office a list
containing the names and addresses of all Stockholders of the Corporation and
the number of shares of each class held by each Stockholder, certified as
correct by an officer of the Corporation, by its stock transfer agent, or by its
registrar.
SECTION 11. Action Without Meeting. Any action to be taken by Stockholders
may be taken without a meeting if all Stockholders entitled to vote on the
matter consent to the action in writing, and the written consents are filed with
the records of the meetings of Stockholders. Such consent shall be treated for
all purposes as a vote at a meeting.
ARTICLE III
DIRECTORS
SECTION 1. General Powers. The business of the Corporation shall be under
the direction of its Board of Directors, which may exercise all powers of the
Corporation, except such as are by statute, or the Articles of Incorporation, or
by these By-Laws conferred upon or reserved to the Stockholders. All acts done
by any meeting of the Directors or by any person acting as a Director, so long
as his successor shall not have been duly elected or appointed, shall,
notwithstanding that it be afterwards discovered that there was some defect in
the election of the Directors or of such person acting as aforesaid or that they
or any of them were disqualified, be as valid as if the Directors or such other
person, as the case may be, had been duly elected and were or was qualified to
be Directors or a Director of the Corporation.
SECTION 2. Number and Term of Office. The number of Directors which shall
constitute the whole Board shall be determined from time to time by the Board of
Directors, but shall not be fewer than three, nor more than fifteen. Each
Director elected shall hold office until his successor is elected and qualified.
Directors need not be Stockholders.
SECTION 3. Election. Initially the Directors shall be those persons named
as such in the Articles of Incorporation. The Directors shall be elected
annually by the vote of a majority of the shares present in person or by proxy
at the Annual Meeting of the Stockholders, except that any vacancy in the Board
of Directors may be filled by a majority vote of the Board of Directors,
although less than a quorum, except that a newly-created directorship may be
filled only by a vote of the entire Board of Directors. However, if at any time
after the filling of any vacancy, less than a majority of the Directors then
holding office were elected by Stockholders, a Stockholders Meeting shall be
called as soon as possible, and in any event within sixty days, for the purpose
of electing an entire new Board of Directors.
SECTION 4. Removal of Directors. At any Stockholders Meeting, provided a
quorum is present, any Director may be removed (either with or without cause) by
the vote of the holders of a majority of the shares present or represented at
the meeting, and at the same meeting a duly qualified person may be elected in
his stead by a majority of the votes validly cast.
-4-
<PAGE>
SECTION 5. Place of Meeting. Meetings of the Board of Directors, regular
or special, may be held at any place in or out of the State of Maryland as the
Board may from time to time determine.
SECTION 6. Quorum. At all meetings of the Board of Directors a majority of
the entire Board of Directors shall constitute a quorum for the transaction of
business and the action of a majority of the Directors present at any meeting at
which a quorum is present shall be the action of the Board of Directors unless
the concurrence of a greater proportion is required for such action by the laws
of Maryland, the Investment Company Act of 1940, these By-Laws or the Articles
of Incorporation. If a quorum shall not be present at any meeting of Directors,
the Directors present thereat may by a majority vote adjourn the meeting from
time to time without notice other than announcement at the meeting, until a
quorum shall be present.
SECTION 7. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such time and place as shall from time to time be
determined by the Board of Directors provided that notice of any change in the
time or place of such meetings shall be sent promptly to each Director not
present at the meeting at which such change was made in the manner provided for
notice of special meetings. Members of the Board of Directors or any committee
designated thereby may participate in a meeting of such Board or committee by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time, and participation by such means shall constitute presence in person at a
meeting.
SECTION 8. Special Meetings. Special Meetings of the Board of Directors
may be called by the Chairman of the Board or the President on one day's notice
to each Director; Special Meetings shall be called by the Chairman of the Board,
President or Secretary in like manner and on like notice on the written request
of two Directors.
SECTION 9. Informal Actions. Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if a written consent to such action is signed in one or
more counterparts by all members of the Board or of such committee, as the case
may be, and such written consent is filed with the minutes of proceedings of the
Board or committee.
SECTION 10. Committees. The Board of Directors may by resolution passed by
a majority of the entire Board appoint from among its members an Executive
Committee and other committees composed of two or more Directors, and may
delegate to such committees, in the intervals between meetings of the Board of
Directors, any or all of the powers of the Board of Directors in the management
of the business and affairs of the Corporation, except the powers to declare
dividends or distributions on stock, to issue stock or to recommend to
Stockholders any action requiring Stockholder approval, amend the By-Laws, or
approve any merger or share exchange which does not require stockholder
approval.
SECTION 11. Action of Committees. In the absence of an appropriate
resolution of the Board of Directors each committee may adopt such rules and
regulations governing its proceedings, quorum and manner of acting as it shall
deem proper and desirable, provided that
-5-
<PAGE>
the quorum shall not be less than two Directors. The committees shall keep
minutes of their proceedings and shall report the same to the Board of Directors
at the meeting next succeeding, and any action by the committee shall be subject
to revision and alteration by the Board of Directors, provided that no rights of
third persons shall be affected by any such revision or alteration. In the
absence of any member of such committee the members thereof present at any
meeting, whether or not they constitute a quorum, may appoint a member of the
Board of Directors to act in the place of such absent member.
SECTION 12. Compensation. Any Director, whether or not he is a salaried
officer or employee of the corporation, may be compensated for his service as
Director or as a member of a committee of Directors, or as Chairman of the Board
or chairman of a committee by fixed periodic payments or by fees for attendance
at meetings or by both, and in addition may be reimbursed for transportation and
other expenses, all in such manner and amounts as the Board of Directors may
from time to time determine.
ARTICLE IV
SECTION 1. Form. Notices to Stockholders shall be in writing and delivered
personally or mailed to the Stockholders at their addresses appearing on the
books of the Corporation. Notices to Directors shall be oral or by telephone or
telegram or in writing delivered personally or mailed to the Directors at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
Directors need not state the purpose of a Regular or Special Meeting.
SECTION 2. Waiver. Whenever any notice of the time, place or purpose of
any meeting of Stockholders, Directors or a committee is required to be given
under the provisions of Maryland law or under the provisions of the Articles of
Incorporation or these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to such notice and filed with the records of the
meeting, whether before or after the holding thereof, or actual attendance at
the meeting of Stockholders in person or by proxy, or at the meeting of
Directors of committee in person, shall be deemed equivalent to the giving of
such notice to such persons.
ARTICLE V
OFFICERS
SECTION 1. Executive Officers. The officers of the Corporation shall be
chosen by the Board of Directors and shall include a President, who shall be a
Director, a Secretary and a Treasurer. The Board of Directors may, from time to
time, elect or appoint a Controller, one or more Vice Presidents, Assistant
Secretaries and Assistant Treasurers. The Board of Directors, at
-6-
<PAGE>
its discretion, may also appoint a Director as Chairman of the Board who shall
perform and execute such executive and administrative duties and powers as the
Board of Directors shall from time to time prescribe. The same person may hold
two or more offices, except that no person shall be both President and Secretary
and no officer shall execute, acknowledge or verify an instrument in more than
one capacity, if such instrument is required by law, the Articles of
Incorporation or these By-Laws to be executed, acknowledged or verified by two
or more officers.
SECTION 2. Election. The Board of Directors shall choose a President, a
Secretary and a Treasurer at its first meeting and thereafter at the next
meeting following a Stockholders' Meeting at which Directors were elected.
SECTION 3. Other Officers. The Board of Directors from time to time may
appoint such other officers and agents as it shall deem advisable, who shall
hold their offices for such terms and shall exercise powers and perform such
duties as shall be determined from time to time by the Board. The Board of
Directors from time to time may delegate to one or more officers or agents the
power to appoint any such subordinate officers or agents and to prescribe their
respective rights, terms of office, authorities and duties.
SECTION 4. Compensation. The salaries or other compensation of all
officers and agents of the Corporation shall be fixed by the Board of directors,
except that the Board of Directors may delegate to any person or group of
persons the power to fix the salary or other compensation of any subordinate
officers or agents appointed pursuant to Section 3 of this Article V.
SECTION 5. Tenure. The officers of the Corporation shall serve for one
year and until their successors are chosen and qualify. Any officer or agent may
be removed by the affirmative vote of a majority of the Board of Directors
whenever, in its judgment, the best interests of the Corporation will be served
thereby. In addition, any officer or agent appointed pursuant to Section 3 may
be removed, either with or without cause, by any officer upon whom such power of
removal shall have been conferred by the Board of Directors. Any vacancy
occurring in any office of the Corporation by death, resignation, removal or
otherwise shall be filled by the Board of Directors, and, in addition, if
pursuant to Section 3 the power of appointment has been conferred by the Board
of Directors on any other officer, by such other officer.
SECTION 6. President. The President, unless the Chairman has been so
designated, shall be the Chief Executive Officer of the Corporation; he (she)
shall preside at all meetings of the Stockholders and Directors, and shall see
that all orders and resolutions of the Board are carried into effect. The
President, unless the Chairman has been designated, shall also be the chief
administrative officer of the Corporation and shall perform such other duties
and have such other powers as the Board of Directors may from time to time
prescribe.
SECTION 7. Chairman of the Board. The Chairman of the Board, if one shall
be chosen, shall preside at all meetings of the Board of Directors and
Stockholders, and shall perform and execute such executive duties and
administrative powers as the Board of Directors shall from time to time
prescribe.
-7-
<PAGE>
SECTION 8. Vice President. The Vice-Presidents, in order of their
seniority, shall, in the absence or disability of the President, perform the
duties and exercise the powers of the President and shall perform such other
duties as the Board of Directors or the Chief Executive Officer may from time to
time prescribe.
SECTION 9. Secretary. The Secretary shall attend all meetings of the Board
of directors and all meetings of the Stockholders and record all the proceedings
thereof and shall perform like duties for any Committee when required. He (she)
shall give, or cause to be given, notice of meetings of the Stockholders and of
the Board of Directors, shall have charge of the records of the Corporation,
including the stock books, and shall perform such other duties as may be
prescribed by the Board of Directors or Chief Executive Officer, under whose
supervision he (she) shall be. He (she) shall keep in safe custody the seal of
the Corporation and, when authorized by the Board of Directors, shall affix and
attest the same to any instrument requiring it. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his (her) signature.
SECTION 10. Assistant Secretary. The Assistant Secretary in order of the
seniority, shall in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties as the Board of Directors shall prescribe.
SECTION 11. Treasurer. The Treasurer, unless another officer has been so
designated, shall be the Chief Financial Officer of the Corporation. He (she)
shall have general charge of the finances and books of account of the
Corporation. Except as otherwise provided by the Board of Directors, he (she)
shall have general supervision of the funds and property of the Corporation and
of the funds and property of the Corporation and of the performance by the
custodian of its duties with respect thereto. He (she) shall render to the
Board of Directors, whenever directed by the Board, an account of the financial
condition of the Corporation and of all his (her) transactions as Treasurer; and
as soon as possible after the close of each financial year he (she) shall make
and submit to the Board of Directors a like report for such financial year. He
(she) shall cause to be prepared annually a full and correct statement of the
affairs of the Corporation, including a balance sheet and a financial statement
of operations for the preceding fiscal year, which shall be submitted at the
Annual Meeting of Stockholders and filed within twenty days thereafter at the
principal office of the Corporation in the State of Maryland. He (she) shall
perform all the acts incidental to the office of Treasurer, subject to the
control of the Board of Directors.
SECTION 12. Controller. The Controller shall be under the direct
supervision of the Chief Financial Officer of the Corporation. He (she) shall
maintain adequate records of all assets, liabilities and transactions of the
Corporation, establish and maintain internal accounting control and, in
cooperation with the independent public accountants selected by the Board of
Directors shall supervise internal auditing. He (she) shall have such further
powers and duties as may be conferred upon him (her) from time to time by the
President or the Board of Directors.
SECTION 13. Assistant Treasurer. The Assistant Treasurers, in the order of
their seniority, shall, in the absence or disability of the Treasurer, perform
the duties and exercise the
-8-
<PAGE>
powers of the Treasurer and shall perform such other duties as the Board of
Directors may from time to time prescribe.
SECTION 14. Surety Bonds. The Board of Directors may require any officer or
agent of the Corporation to execute a bond (including, without limitation, any
bond required by the federal Investment Company Act of 1940, as amended, and the
rules and regulations of the Securities and Exchange Commission ) to the
Corporation in such sum and with such surety or sureties as the Board of
Directors may determine, conditioned upon the faithful performance of his (her)
duties of the Corporation, including responsibility for negligence and for the
accounting of any Corporation's property, funds or securities that may come into
his (her) hands.
ARTICLE VI
OTHER RESTRICTIONS
SECTION 1. Trading in Securities. Neither the investment adviser or any
officer or director thereof, nor any officer or director of the Corporation
shall take a long or short position in the securities issued by the Corporation,
except as permitted by applicable laws and regulations; provided , that the
foregoing shall not prevent the purchase from the Corporation of shares issued
by it by the officers or directors of the Corporation or of the investment
adviser or by the investment adviser at the price available to the public at the
moment of such purchase.
In any case where an officer or director of the Corporation or of the
investment adviser or a member of an advisory or portfolio committee of the
Corporation is also an officer or director of another corporation and the
purchase or sale of shares issued by that other corporation is under
consideration, the officer or director or committee member concerned will
abstain from participating in any decision made on behalf of the Corporation to
purchase or sell any securities issued by the other corporation.
SECTION 2. Loans to Affiliates. The Corporation shall not lend assets of
the Corporation to any officer or director of the Corporation, or to any
partner, officer, director or stockholder of, or person who has a material,
financial interest in, the investment adviser of the Corporation, or the
distributor of the Corporation, or to the investment adviser of the Corporation
or to the distributor of the Corporation.
SECTION 3. Conflict of Interest Transactions. The Corporation shall not
permit any officer or director, or any officer or director of the investment
adviser or distributor of the Corporation to deal for or on behalf of the
Corporation with himself as principal or agent, or with any partnership,
association or corporation in which he has a material, financial interest;
provided that the foregoing provisions shall not prevent (a) officers or
directors of the Corporation from buying, holding or selling shares in the
Corporation, or from being partners, officers or directors of or otherwise
financially interested in the investment adviser, sponsor,
-9-
<PAGE>
manager or distributor of the Corporation; (b) purchases or sales of securities
or other property by the Corporation from or to an affiliated person or to the
investment adviser or distributor of the Corporation if such transaction is
exempt from or permitted by the applicable provisions of the Investment Company
Act of 1940; (c) purchases of investments owned by the Corporation through a
security dealer who is, or one or more of whose partners, stockholders, officers
or director is, an officer or director of the Corporation, if such transactions
are handled in the capacity of brokers only and commissions charged do not
exceed customary brokerage charges for such services; (d) employment of legal
counsel, registrar, transfer agent, dividend disbursing agent or custodian who
is, or has a partner, stockholder, officer or director, who is an officer or
director of the Corporation, if only customary fees are charged for services to
the Corporation; (e) sharing statistical, research, legal and management
expenses with a firm of which an officer or directors of the Corporation is an
officer or director or otherwise financially interested; (f) purchase for the
portfolio of the Corporation of securities issued by an issuer having an
officer, director or securities holder who is an officer or director of the
Corporation or of any investment adviser of the Corporation, unless the
retention of such securities in the portfolio of the Corporation would be a
violation of these By-Laws or the Articles of Incorporation of the Corporation.
ARTICLE VII
STOCK
SECTION 1. Certificates. Each Stockholder shall be entitled to a
certificate or certificates in form approved by the Board of Directors which
shall certify the class and the number of shares owned by him in the Corporation
provided that no stockholder shall be entitled to a certificate for fractional
shares owned by him in the Corporation. Each certificate shall be signed by the
President or a Vice-President and counter-signed by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer.
SECTION 2. Signature. Where a certificate is signed (1) by a transfer
agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf
of the Corporation and a registrar, the signature of any such President, Vice-
President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary may
be a facsimile. In case any officer who has signed any certificate ceases to be
an officer of the Corporation before the certificate is issued, the certificate
may nevertheless be issued by the Corporation with the same effect as if the
officer had not ceased to be such officer as of the date of its issue.
SECTION 3. Recording and Transfer without Certificates. Notwithstanding
the foregoing provisions of this Article VII, the Corporation shall have full
power to participate in any program approved by the Board of Directors providing
for the recording and transfer of ownership of shares of the Corporation's stock
by electronic or other means without the issuance of certificates.
-10-
<PAGE>
SECTION 4. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been stolen,
lost or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to have been stolen, lost or destroyed, or
upon other satisfactory evidence of such theft, loss or destruction. When
authorizing such issuance of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such stolen, lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and to give the Corporation a bond with sufficient surety,
to the Corporation to indemnify it against any loss or claim that may be made by
reason of the issuance of a new certificate.
SECTION 5. Transfer of Capital Stock. Transfers of shares of the stock of
the Corporation shall be made on the books of the Corporation by the holder of
record thereof (in person or by his attorney thereunto duly authorized by a
power of attorney duly executed in writing and filed with the Secretary of the
Corporation) (i) if a certificate or certificates have been issued, upon the
surrender of the certificate or certificates, properly endorsed or accompanied
by proper instruments of transfer, representing such shares, or (ii) as
otherwise prescribed by the Board of Directors. Every certificate exchanged,
surrendered for redemption or otherwise returned to the Corporation shall be
marked "Canceled" with the date of cancellation.
SECTION 6. Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such shares or shares on the part of any other person, whether or
not is shall have express or other notice thereof, except as otherwise provided
by the General Laws of the State of Maryland.
SECTION 7. Transfer Agents and Registrars. The Board of Directors may,
from time to time, appoint or remove transfer agents and/or registrars of
transfers of shares of stock of the Corporation, and it may appoint the same
person as both transfer agent and registrar. Upon any such appointment being
made all certificates representing shares of stock thereafter issued shall be
countersigned by one of such transfer agents or by one of such registrars of
transfers or by both and shall not be valid unless so countersigned. If the same
person shall be both transfer agent and registrar, only one countersignature by
such person shall be required.
SECTION 8. Stock Ledger. The Corporation shall maintain an original stock
ledger containing the names and addresses of all Stockholders and the number and
class of shares held by each Stockholder. Such stock ledger may be written form
or any other form capable of being converted into written form within a
reasonable time for visual inspection.
-11-
<PAGE>
ARTICLE VIII
GENERAL PROVISIONS
SECTION 1. Rights in Securities. The Board of Directors, on behalf of the
Corporation, shall have the authority to exercise all of the rights of the
Corporation as owner of any securities which might be exercised by an individual
owning such securities in his own right; including, but not limited to, the
rights to vote by proxy for any and all purposes, to consent to the
reorganization, merger or consolidation of any issuer or to consent to the sale,
lease or mortgage of all or substantially all of the property and assets of any
issuer; and to exchange any of the shares of stock of any issuer for the shares
of stock issued therefor upon any such reorganization, merger, consolidation,
sale lease or mortgage. The Board of Directors shall have the right to
authorize any officer of the investment adviser to execute proxies and the right
to delegate the authority granted by this Section 1 to any officer of the
Corporation.
SECTION 2. Custodianship.
(a) The Corporation shall place and at all times maintain in the
custody of a custodian (including any sub-custodian for the custodian) all
funds, securities and similar investments owned by the Corporation. Subject to
the approval of the Board of Directors the custodian may enter into arrangements
with securities depositories, as long as such arrangements comply with the
provisions of the Investment Company Act of 1940 and the rules and regulations
promulgated thereunder. The custodian (and any sub-custodian) shall be a bank
having no less than $2,000,000, aggregate capital, surplus and undivided profits
and shall be appointed from time to time by the Board of Directors, which shall
fix its remuneration.
(b) Upon termination of a custodian agreement or inability of the
custodian to continue to serve, the Board of Directors shall promptly appoint a
successor custodian. But in the event that no successor custodian can be found
who has the required qualifications and is willing to serve, the Board of
Directors shall call as promptly as possible a Special Meeting of the
Stockholders to determine whether the Corporation shall function without a
custodian or shall be liquidated. If so directed by vote of the holders of a
majority of the outstanding shares of stock of the Corporation, the custodian
shall deliver and pay over all property of the Corporation held by it as
specified in such vote.
(c) The following provisions shall apply to the employment of a
custodian and to any contract entered into with the custodian so employed:
The Board of Directors shall cause to be delivered to the
custodian all securities owned by the Corporation or to
which it may become entitled, and shall order the same to be
delivered by the custodian only in completion of a sale,
exchange, transfer, pledge, or other disposition thereof,
all as the Board of Directors may generally or from time to
time require or approve or to a successor custodian;
-12-
<PAGE>
and the Board of Directors shall cause all funds owned by
the Corporation or to which it may become entitled to be
paid to the custodian, and shall order the same disbursed
only for investment against delivery of the securities
acquired, or in payment of expenses, including management
compensation, and liabilities of the Corporation, including
distributions to shareholders or proper payments to
borrowers of securities representing partial return of
collateral, or to a successor custodian.
SECTION 3. Reports. Not less often than semi-annually, the Corporation
shall transmit to the Stockholders a report of the operations of the
Corporation, based at least annually upon an audit by independent public
accounts, which report shall clearly set forth, in addition to the information
customarily furnished in a balance sheet and profit and loss statement, a
statement of all amounts paid to security dealers, legal counsel, transfer
agent, disbursing agent, registrar or custodian or trustee, where such payments
are made to a firm, corporation, bank or trust company, having a partner,
officer or director who is also an officer or director of the Corporation. A
copy, or copies, of all reports submitted to the Stockholders of the Corporation
shall also be sent, as required, to the regulatory agencies of the United States
and of the states in which the securities of the Corporation are registered and
sold.
SECTION 4. Seal. The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its organization and the words "Corporate Seal,
Maryland." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
SECTION 5. Execution of Instruments. All deeds, documents, transfers,
contracts, agreements and other instruments requiring execution by the
Corporation shall be signed by the Chairman or the President or a Vice President
and by the Treasurer or Secretary or an Assistant Treasurer or an Assistant
Secretary, or as the Board of Directors may otherwise, from time to time,
authorize. Any such authorization may be general or confined to specific
instances. Except as otherwise authorized by the Board of Directors, all
requisitions or orders for the assignment of securities standing in the name of
the custodian or its nominee, or for the execution of powers to transfer the
same, shall be signed in the name of the Corporation by the Chairman or the
President or a Vice-President and by the Secretary, Treasurer or an Assistant
Treasurer.
ARTICLE IX
Amendments
The By-Laws of the Corporation may be altered, amended or repealed either
by the affirmative vote of a majority of the stock issued and outstanding and
entitled to vote in respect thereof and represented in person or by proxy at any
annual or special meeting of the
-13-
<PAGE>
Stockholders, or by the Board of Directors at any regular or special meeting of
the Board of Directors.
-14-
<PAGE>
EXHIBIT C
NUMBER SHARES
[ ] [ ]
UAM FUNDS, INC.
[NAME OF PORTFOLIO]
TOTAL AUTHORIZED ISSUE
[NUMBER] SHARES PAR VALUE ($.001) EACH
CUSIP #:
THIS CERTIFIES THAT
SPECIMEN ORGANIZED 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:
[ ]
------------------------
SUB-TRANSFER AGENT AND REGISTRAR
SPECIMEN
PRESIDENT TREASURER BY
AUTHORIZED SIGNATURE
<PAGE>
UAM FUNDS, INC.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO 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 PORTFOLIO IS AUTHORIZED TO ISSUE. SUCH
REQUEST MAY BE MADE TO THE SUB-TRANSFER AGENT OF THE COMPANY 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 Gifts 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 PORTFOLIO
WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED ________________ 19___
SIGNATURE GUARANTEED
______________________________________
_________________________________________________________
(SIGNATURE OF SELLER MUST BE GUARANTEED)
<PAGE>
EXHIBIT I
THE VANGUARD GROUP OF INVESTMENT COMPANIES
Vanguard Financial Center
Valley Forge
Pennsylvania 19482
Telephone:
(215) 648-6000
June 28, 1989
The Regis Fund, Inc.
1300 Morris Drive
P.O. Box 102
Valley Forge, PA 19482
Gentlemen:
The Regis Fund, Inc. (the "Fund") was incorporated under the laws of the State
of Maryland on October 11, 1988. I am acting as counsel to the Fund in
connection with the Fund's registration as an open-end management investment
company under the Investment Company Act of 1940 ("1940 Act"), as amended. It is
in my capacity as counsel to the Fund that I am furnishing you this opinion.
I have examined the Fund's: (1) Articles of Incorporation; (2) by-laws; (3)
minutes of the meetings of Directors; (4) Notification of Registration on Form
N-8A under the 1940 Act; (5) Registration Statement on Form N-1A under the
Securities Act of 1933 ("1933 Act") and 1940 Act, and all amendments thereto;
(6) registration statements, applications and other documents filed with various
state securities authorities; and (7) all other relevant documents and records,
as well as the procedures and requirements relative to the issuance and sale of
the Fund's shares.
Based upon the foregoing information and my examination, it is my opinion that:
1. The Fund is a valid and existing corporation of the State of Maryland
authorized to issue 1,000,000,000 shares of its common stock, with a $.001 par
value. The Board of Directors has the power to designate one or more classes
("Portfolios") of shares of common stock and to classify and reclassify any
unissued shares with respect to such Portfolios.
<PAGE>
The Regis Fund, Inc.
June 28, 1989
Page Two
2. The Fund has filed a Registration Statement with the U.S. Securities
and Exchange Commission on Form N-1A, is currently registered as an open-end
investment management company under the 1940 Act and has registered an
indefinite number of its securities under the 1933 Act.
3. The Fund has filed registration statements, applications and/or other
documents required to register its securities under various State securities
laws.
4. The Fund will be authorized to offer and sell its shares when all
necessary Federal and State regulatory authorizations, which are prerequisite to
the issuance of the Fund's shares, have been obtained, subject to the Fund's
continuing to maintain the effectiveness of the requisite Registration Statement
under the 1933 Act and certain of the State securities laws.
5. Such shares, when issued for consideration deemed by the Board of
Directors to be consistent with the Fund's Articles of Incorporation, will be
legally authorized, fully paid and non-assessable.
6. The holders of the Fund's shares will have all the rights provided with
respect to such holdings by the Articles of Incorporation and the laws of the
State of Maryland.
I hereby consent to the use of this opinion as an Exhibit to the Fund's
Registration Statement on Form N-1A filed under the 1933 and 1940 Acts, and to
the applications and registration statements, and amendments thereto, filed in
accordance with the securities laws of the states in which shares of the Fund
are offered. I further consent to reference in the Prospectus of the Fund to the
fact that this opinion concerning the legality of the issue has been rendered by
me.
Very truly yours,
/s/ PAUL F. GALLAGHER
Paul F. Gallagher
Counsel
PFG:dm
<PAGE>
EXHIBIT L.
PURCHASE AGREEMENT
The Regis Fund, Inc., (the "Fund"), a Maryland corporation, and Craig
Lewis, Robert B. Russell, II, Robert D. McDorman, Jr., Linda W. McClearly and
Stephen T. Scott, hereby agree with each other as follows:
1. The Fund hereby offers to each of the above-referenced individuals and
each of the above-referenced hereby purchases, 2,500 shares of the Fund's ICM
Small Company Portfolio at a price of $10.00 per share. The Fund hereby
acknowledges receipt of $25,000 from each of the above-referenced individuals
($125,000 total) in full payment for the shares.
2. Each of the above-referenced individuals represents and warrants to the
Fund that the shares are being acquired for investment purposes and not with a
view to the distribution thereof.
The Regis Fund, Inc.
By: /s/ Norton H. Reamer
----------------------------
Norton H. Reamer, President
By: /s/ Craig Lewis
----------------------------
Craig Lewis
By: /s/ Robert D. McDorman, Jr.
----------------------------
Robert D. McDorman, Jr.
By: /s/ Linda W. McClearly
----------------------------
Linda W. McClearly
By: /s/ Robert B. Russell, II
----------------------------
Robert B. Russell, II
By: /s/ Stephen T. Scott
----------------------------
Stephen T. Scott
<PAGE>
EXHIBIT M.1
UAM FUNDS, INC.
DISTRIBUTION PLAN
INTRODUCTION
- ------------
This Distribution Plan (the "Plan") has been adopted pursuant to Rule 12b-1
under the Investment Company Act of 1940 (the "Act") by UAM Funds, Inc. (the
"Fund"), for the portfolios and classes of the Fund's portfolios. The Plan has
been approved by the Board of Directors, including a majority of the Directors
and directors who are not interested persons of the Fund and who have no direct
or indirect financial interest in the operation of the Plan or in any agreements
related thereto, cast in person at a meeting called for the purpose of voting on
such Plan. Such approval by the Directors included a determination that in the
exercise of reasonable business judgment and in light of their fiduciary duties,
there is a reasonable likelihood that the Plan will benefit the portfolios and
classes of its portfolios and its shareholders. The Plan has been approved, or
will be approved, by a vote of the holders of a majority of the outstanding
voting securities, as defined in the Act of each portfolio or class of shares of
a portfolio distributed pursuant to the Plan, prior to the implementation of the
Plan with respect to such portfolio or such class of shares of a portfolio, if
adopted after any public offering of the portfolio's voting securities or the
sale of shares of a portfolio to persons who are not affiliated persons of the
portfolio, affiliated persons of such persons, promoters of the Fund, or
affiliated persons of such promoters.
Each portfolio of the Fund is managed by an investment adviser which is
registered as such with the Securities and Exchange Commission under the
Investment Advisers Act of 1940 and which is a wholly-owned subsidiary or
affiliate of United Asset Management Corporation. The investment adviser serves
as manager of the portfolios pursuant to an investment advisory agreement
approved by the Board of Directors and shareholders of the Fund.
The Fund is authorized to issue different series of securities and is an
open-end management investment company registered under the Act. UAM Fund
Distributors, Inc. (the "Distributor") is the principal underwriter and national
distributor for the Fund's shares pursuant to a Distribution Agreement approved
by the Board.
The Distributor may enter into agreements with other registered broker-
dealers, consultants, recordkeepers, accounting agents and other Service
Providers in the implementation of this Plan and of the Distribution Agreement
between it and the Fund. The Fund may, in addition, enter into arrangements
with other than broker-dealers and Service Providers which are not "affiliated
persons" or "interested persons" of the Fund or the Distributor to provide to
the Fund services in the Fund's marketing of its shares (the "Service
Providers").
<PAGE>
* * *
The Plan provides that:
1. The Fund may pay a monthly fee not to exceed 0.75% per annum of the
Fund's daily average net assets (the "Maximum Amount") to reimburse the
Distributor, other broker-dealers or Service Providers for amounts expended by
them under the terms of this Plan.
2. (a) The Distributor shall be reimbursed pursuant to paragraph 1 above
for monies expended to furnish, or cause or encourage others to furnish,
services and incentives in connection with the promotion, offering and sale of
the Fund's shares and, where suitable and appropriate, the retention of the
Fund's shares by shareholders.
(b) To the extent that Service Providers are paid directly by the
Fund, such Service Providers, shall use the monies paid respectively to them to
reimburse themselves for the actual costs they have incurred in providing
distribution-related services including but not limited to: advertising the
availability of services and products; designing material to send to customers
and developing methods of making such materials accessible to customers;
providing information about the product needs of customers; providing facilities
to solicit Fund sales and to answer questions from prospective and existing
investors about the Fund; receiving and answering correspondence from
prospective investors, including requests for sales literature, prospectuses and
statements of additional information; displaying and making sales literature and
prospectuses available; acting as liaison between shareholders and the Fund,
including obtaining information from the Fund and providing performance and
other information about the Fund.
3. The Distributor shall report to the Fund at least monthly on the amount
and the use of the monies paid to it under the Plan. To the extent paid directly
by the Fund, the Service Providers shall inform the Fund monthly and in writing
of the amounts each claims under the Service Agreement and the Plan; both the
Distributor and the Service Providers shall furnish the Board of Directors of
the Fund with such other information as the Board may reasonably request in
connection with the payments made under the Plan and the use thereof by the
Distributor and the Service Providers, respectively, in order to enable the
Board to make an informed determination of the amount of the Fund's payments and
whether the Plan should be continued.
4. The officers of the Fund shall furnish to the Board of Directors of the
Fund, for their review, on a quarterly basis, a written report of the amounts
expended under the Plan and the purposes for which such expenditures were made.
5. This Plan shall remain in effect as to a portfolio or class of shares
of a portfolio of the Fund only if it is approved by the vote of a majority of
the respective portfolio's or class's outstanding voting securities as defined
in the Act when such approval is required by the Act; thereafter, it shall
continue in effect for a period of more than one year from the date of its
execution or adoption only so long as such continuance is specifically approved
at least annually by a vote of the Board of Directors of the Fund, and of the
directors who are not interested persons of the Fund and have no direct or
indirect financial interest in the operation of the Plan or in any agreements
related to the Plan ("non-interested directors"), cast in person at a meeting
called for the purpose of voting on such Plan.
-2-
<PAGE>
6. (a) The Plan may be terminated at any time by vote of a majority of
the non-interested directors or by vote of a majority of the respective
portfolio's or class's outstanding voting securities.
(b) The Plan may not be amended to increase materially the amount to
be spent for distribution pursuant to paragraph 1 thereof without approval by
the respective portfolio's or class's shareholders.
7. The Distribution Agreement between the Fund and the Distributor, and
the Service Agreements between the Fund and the Service Providers, shall
specifically have a copy of this Plan attached to, and its terms and provisions
incorporated respectively by reference in, such agreements.
8. All material amendments to this Plan shall be approved by the non-
interested directors in the manner described in paragraph 5 above.
9. So long as the Plan is in effect, the selection and nomination of the
Fund's non-interested directors shall be committed to the discretion of such
non-interested Directors.
10. The definitions contained in Sections 2(a)(3), 2(a)(4), 2(a)(19) and
2(a)(42) of the Act shall govern the meaning of "affiliated person,"
"assignment," "interested person(s)" and "vote of a majority of the outstanding
voting securities," respectively, for purposes of this Plan.
This Plan shall take effect on the date of the public offering of the
respective portfolio or class of shares of a portfolio, unless a different date
has been designated as the Plan's effective date by the Board of the Fund.
Approval June 18, 1998
-3-
<PAGE>
EXHIBIT M.2.
UAM FUND DISTRIBUTORS, INC.
211 Congress Street
Boston, Massachusetts 02110
_________________________________
SELLING DEALER AGREEMENT
UAM FUNDS, INC. AND UAM FUNDS TRUST
(Institutional Class Shares)
_________________________________
Dealer: ________________________
Gentlemen:
We invite you, as a selected dealer, to participate as principal in the
distribution of the Institutional Class Shares (the "Shares") of the Portfolios
of UAM Funds, Inc. and of UAM Funds Trust (each Portfolio is referred to herein
as the "Fund") with respect to which we have been retained to act as exclusive
national distributor and which are offered for sale pursuant to currently
effective federal Prospectuses describing such Shares.
OFFERING PRICE TO PUBLIC:
- -------------------------
Orders for Shares received from you and accepted by the Fund, will be at
the public offering price applicable to each order as set forth in that Fund's
Prospectus relating to such Shares. The manner of computing the net asset value
of Shares, the public offering price and the effective time of orders received
from you are described in the Prospectuses for the Shares. We reserve the
right, at any time and without notice, to suspend the sale of Fund Shares.
SALES, ORDERS AND CONFIRMATIONS:
- --------------------------------
In offering Fund Shares to the public or otherwise, you shall act as dealer
for your own account, and in no transaction shall you have any authority to act
as agent for the Fund, for any other selected dealer or for us. No person is
authorized to make any representation concerning the Shares or any Fund except
those contained in the relevant and current Prospectus and in written
information issued by the Fund or by us as a supplement to such Prospectus. In
purchasing Fund Shares, you shall rely solely on such representations contained
in the Prospectus and in such written supplemental information.
All sales are made subject to confirmation and orders are subject to
acceptance or rejection by the Fund in its sole discretion. Your orders must be
wired, telephoned or written to the Fund as provided in the relevant and current
Prospectus. You agree to place orders for the same number of Shares sold by you
at the price at which such Shares are sold. You agree that
<PAGE>
you will not purchase Shares except for investment or for the purpose of
covering purchase orders already received and that you will not, as principal,
sell Fund Shares unless purchased by you from the Fund under the terms hereof.
You also agree that you will not withhold placing with us orders received from
your customers so as to profit yourself from such withholding. Each of your
orders shall be confirmed by you in writing on the same day.
PAYMENT AND ISSUANCE OF CERTIFICATES:
- -------------------------------------
The Shares purchased by you hereunder shall be paid for in full at the
public offering price, by check payable to the Fund, at its office, within three
business days after our acceptance of your order. If not so paid, we reserve
the right to cancel the sale and to hold you responsible for any loss sustained
by us or the Fund (including lost profit) in consequence. Certificates
representing the Shares will not be issued unless a specific request is received
from the purchaser. Certificates, if requested, will be issued in the names
indicated by registration instructions accompanying your payment.
REDEMPTIONS:
- ------------
The relevant Prospectus describes the provisions whereby a Fund, under all
ordinary circumstances, will redeem Shares held by shareholders on demand. You
agree that you will not make any representations to shareholders relating to the
redemption of their Shares other than the statements contained in the relevant
and current Prospectus, and the underlying organizational documents of the Fund,
to which it refers, and that you will quote as the redemption price only the
price determined by the Fund. You shall not repurchase any Shares from your
customers at a price below that next quoted by the Fund for redemption. You may
hold such repurchased Shares for investment purposes or submit such Shares to
the Fund for redemption.
DISTRIBUTION AND/OR SERVICE FEES:
- ---------------------------------
We expect you to provide distribution and marketing services (the
"Services") in the promotion of the sale of the Shares of such Fund and the
retention of assets by such Fund and/or services and assistance to your
customers who own Fund Shares, including but not limited to, answering routine
inquiries regarding the Shares or a Fund or the status of a customer's account
and providing information to customers relating to maintaining their investment
in the Fund. Certain of the managers (the "Managers") of the Funds may, from
time to time, determine to provide support for the distribution and marketing
of, and/or the provision of services to the holders of, the Shares in the form
of payments or additional payments to selected broker-dealers who enter into
Selling Dealer Agreements with us. Accordingly, for your Services in respect of
Shares of any Fund the Manager of which has determined to provide such support
and has adopted a Supplemental Plan (a "Supplemental Plan"), you will receive a
supplemental fee (the "Supplemental Fees"), as established by each particular
Manager from time to time, subject to the further provisions of this Agreement,
the terms of the then current and applicable Prospectus relating to such Shares
and the instructions received by us from such Manager. The Supplemental Fees,
if any, in respect of Shares of a particular Fund may be based on such factors
as initial and/or current purchase prices or net asset values of such Shares
acquired by or held in the accounts of your customers or certain customers and
the periods for which such shares have
2
<PAGE>
been held and may be subject to such other minimums as may be established by the
Managers or by us from time to time. Such Supplemental Fees may consist of a
conversion fee component, if any, and/or a new contribution fee component, if
any, the rates of which shall be as provided in the schedule of fees set forth
in Appendix A attached hereto, as the same may be amended by us at any time and
from time to time by notice thereof to you; provided, however, that in no event
shall the rate of any such component be in excess of the current rates set forth
in any form of subsequent notice furnished to you by us or on our behalf, or by
the Manager or the Fund.
We reserve the right, at any time, without notice, to modify, suspend or
terminate payments hereunder, or any component of such payments, either with
respect to one or more Funds or classes of Shares or generally with respect to
the Funds and the Shares; and the payment of Supplemental Fees hereunder shall
be automatically suspended or terminated if and to the extent that payments from
the relevant Manager are suspended or terminated, or automatically reduced if
and to the extent that the corresponding rates of payments to be made from the
relevant Manager are reduced. Any such action may be for any reason whatsoever
or no reason at all; and you agree that you shall not be entitled to any
payments for any period after the effective date of any such suspension or
termination, nor shall you be entitled to any payments after the effective date
of any such modification or reduction except as may be calculated pursuant to a
modified or reduced schedule of fees substituted for the previously effective
schedule.
You understand and agree that we merely administer and forward payments
pursuant to the Supplemental Plans of the Managers and that we shall have no
liability to you for such payments. Accordingly, you agree that anything to the
contrary herein notwithstanding (i) we shall have no liability to you, and you
shall have no recourse whatsoever against us or our assets, for any payment for
which provision is made in this Agreement, and (ii) your sole recourse, if any,
in respect of any such payment for which provision is made in this Agreement
shall be against the respective Manager.
LEGAL COMPLIANCE:
- ----------------
This Agreement and any transaction with, or payments to, you pursuant to
the terms hereof is conditioned on each party's representation to the other
party that, as of the date of this Agreement it is, and at all times during the
effectiveness of this Agreement it will be, a registered broker-dealer under the
Securities Exchange Act of 1934, as amended, and qualified under applicable
state securities laws in each jurisdiction in which the actions contemplated to
be taken by it under this Agreement require it to be qualified to act as a
broker-dealer in securities, and a member in good standing of the National
Association of Securities Dealers, Inc. (the "NASD"). Each party agrees to
notify the other promptly in writing and immediately suspend sales of Shares if
this representation ceases to be true. Each party also agrees that it will
comply with the rules of the NASD including, in particular, Sections 2, 21(c)
and 26 of Article III of its Rules of Fair Practice, as amended, and that each
party will maintain adequate records with respect to its transactions with the
other and the Funds.
BLUE SKY MATTERS:
- -----------------
3
<PAGE>
We shall have no obligation or responsibility with respect to your right to
sell Shares in any state or jurisdiction. We may furnish you with information
identifying the states and jurisdictions where the Shares of a Fund are
qualified for sale; and you will not transact orders for Shares except in such
states and jurisdictions as identified by us.
LITERATURE:
- -----------
We will furnish you with copies of each Fund's relevant Prospectus and
sales literature (if any) and other information made publicly available by us or
the Fund which relate to the Fund or the Shares of such Fund, in reasonable
quantities upon your request. You agree to deliver a copy of the current and
relevant Prospectus in accordance with the provisions of the Securities Act of
1933 to each purchaser of Shares. We shall file Fund sales literature and
promotional material with the NASD as required. You may not publish or use any
sales literature or promotional materials with respect to the Shares, the Funds
or any Fund without our prior review and written approval.
NOTICES AND COMMUNICATIONS:
- ---------------------------
All communications from you (other than purchase and sale orders) should be
addressed to us at 211 Congress Street, Boston, Massachusetts 02110, Attention:
Compliance Officer. Any notice from us to you shall be deemed to have been duly
given if mailed or telegraphed to you at the address set forth below. Each of
us may change the address to which notices shall be sent by notice to the other
in accordance with the terms hereof.
TERMINATION:
- ------------
This Agreement may be terminated by either party at any time by written
notice to that effect and will terminate without notice upon the appointment of
a trustee for you under the Securities Investor Protection Act, or any other act
of insolvency by you. Notwithstanding the termination of this Agreement, you
shall remain liable for any amounts otherwise owing to us or the Funds and for
your portion of any transfer tax or other liability which may be asserted or
assessed against the Fund, or us.
AMENDMENT:
- ----------
This Agreement may be amended or revised to modify, suspend or terminate
payments hereunder as provided in the section above entitled "Distribution
and/or Service Fees" or to amend Appendix A as provided in said section. This
Agreement may be otherwise amended or revised at any time by us upon notice to
you and you will be deemed to have accepted any such other amendment or revision
upon placing any subsequent order for Shares.
GENERAL:
- --------
Your acceptance hereof will constitute an obligation on your part to
observe all the terms and conditions hereof. In the event that you breach any
of the terms and conditions of this Agreement, you will indemnify us, the Funds,
and our affiliates for any damages, losses, costs
4
<PAGE>
and expenses (including reasonable attorneys' fees and expenses) arising out of
or relating to such breach. In the event that we breach any of the terms and
conditions of this Agreement, we will indemnify you and your affiliates for any
damages, losses, costs and expenses (including reasonable attorneys' fees and
expenses) arising out of or relating to such breach. Nothing contained herein
shall constitute you, us and any dealers an association or partnership. All
references in this Agreement to the "Prospectus" refer to the then current and
relevant version of the Prospectus of the particular Fund or Funds concerned and
include the Statement of Additional Information incorporated by reference
therein and any stickers or supplements thereto.
This Agreement is to be construed in accordance with the laws of The
Commonwealth of Massachusetts.
Please confirm this Agreement by dating and executing, by your duly
authorized representative, one copy of this Agreement below and return it to us.
Keep the enclosed duplicate copy for your records.
UAM FUND DISTRIBUTORS, INC.
BY:__________________________________
(Name of Officer and Title)
5
<PAGE>
SELECTED DEALER AGREEMENT ACCEPTANCE
------------------------------------
UAM FUND DISTRIBUTORS, INC.
The undersigned hereby confirms its acceptance of, and agreement to the
terms of, the foregoing Selected Dealer Agreement and acknowledges that any
purchase of Fund Shares made during the effectiveness of this Agreement is
subject to all the applicable terms and conditions set forth in this Agreement,
and agrees to pay for the shares at the price and upon the terms and conditions
stated in the Agreement. The undersigned hereby acknowledges receipt of
Prospectuses relating to the Fund Shares and confirms that, in executing this
Selected Dealer Agreement, it has relied on such Prospectuses and not on any
other statement whatsoever, written or oral.
PLEASE SIGN HERE AND COMPLETE BELOW
________________________________________
(Full Corporate Name of Broker-Dealer)
By:_____________________________________
(Name of Officer and Title)
________________________________________
(Broker-Dealer's Tax Identification No,)
________________________________________
(Notice Address -- Please include name
of compliance contact)
Date:___________________________________
6
<PAGE>
APPENDIX A
SCHEDULE OF FEES
SUPPLEMENTAL FEES
(For Certain Defined Contribution Plans Only)
Supplemental fees for each broker-dealer will be determined quarterly as of
the end of each calendar quarter. Each quarterly fee shall consist of
conversion components, if any, and new contribution components, if any.
There shall be a conversion component with respect to each new shareholder
account established through the purchase of Shares of the Funds subject to the
further terms and conditions stated in this paragraph. The aggregate purchase
price of Shares of the Funds initially acquired by the account must have been at
least $1,000,000 and the account must have been in existence for at least one
full calendar quarter. The portion of the conversion component attributable to
the Shares of each Fund initially acquired by such account shall be calculated
by applying the quarterly rate of the conversion component for that Fund, as
specified below, to the aggregate purchase price of the Shares of that Fund
initially acquired. The amount so calculated shall be included in the fee with
respect to such account for each of the four (4) full calendar quarters
following the establishment of the account; provided, however, that such
conversion component shall not be payable with respect to, or included in the
fee for, any such quarter if, as of the last business day of such quarter, the
number of Shares of the Funds (adjusted, if necessary, to give effect to
exchanges) held in the account has been reduced to less than ninety (90) percent
of the number of Shares initially acquired by such account, nor shall a
conversion component be payable for any quarter subsequent thereto.
There shall be a new contribution component for each shareholder account
which existed at the beginning of a calendar quarter subject to the further
terms and conditions stated in this paragraph. The account must have made a
qualifying purchase of Shares of a Fund or Funds during the quarter concerned.
A qualifying purchase means an aggregate investment of at least $100,000 in the
Shares of the Funds. The portion of the new contribution component attributable
to the Shares of each Fund acquired by such account as part of a qualifying
purchase shall be calculated by applying the single payment rate of the new
contribution component for that Fund, as specified below, to the portion of the
qualifying purchase made in Shares of that Fund and aggregating the amounts for
all such Funds the Shares of which were included in such qualifying purchase.
The aggregate amount of the new contribution component so determined shall be
included in the supplemental fees for the single quarter concerned.
7
<PAGE>
<TABLE>
<CAPTION>
New
Conversion Contribution
Name of Fund Component Component
- ------------ ---------- ------------
<S> <C> <C>
Acadian Emerging Markets Portfolio (I) * 0.25%
Acadian International Equity Portfolio (I) * 0.25%
BHM&S Total Return Bond Portfolio (I) * 0.25%
C&B Balanced Portfolio (I) * 0.25%
C&B Equity Portfolio (I) * 0.25%
C&B Equity Portfolio for Taxable Investors(I) * 0.25%
C&B Mid Cap Equity Portfolio (I) * 0.25%
Chicago Asset Management Intermediate Bond
Portfolio (I) * 0.25%
Chicago Asset Management Value/Contrarian
Portfolio (I) * 0.25%
DSI Balanced Portfolio (I) * 0.25%
DSI Disciplined Value Portfolio (I) * 0.25%
DSI Limited Maturity Bond Portfolio (I) * 0.25%
FMA Small Company Portfolio (I) * 0.25%
ICM Equity Portfolio (I) * 0.25%
ICM Fixed Income Portfolio (I) * 0.25%
Jacobs International Octagon Portfolio (I) * 0.25%
McKee Domestic Equity Portfolio (I) * 0.25%
McKee International Equity Portfolio (I) * 0.25%
McKee Small Cap Equity Portfolio (I) * 0.25%
McKee U.S. Government Portfolio (I) * 0.25%
MJI International Equity Portfolio (I) * 0.25%
NWQ Balanced Portfolio (I) * 0.25%
NWQ Small Cap Value Portfolio (I) * 0.25%
NWQ Special Equity Portfolio (I) * 0.25%
NWQ Value Equity Portfolio (I) * 0.25%
Rice, Hall, James Small Cap Portfolio (I) * 0.25%
Rice, Hall, James Small/Mid Cap Portfolio (I) * 0.25%
SAMI Preferred Stock Income Portfolio (I) * 0.25%
Sirach Bond Portfolio (I) * 0.25%
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Sirach Equity Portfolio (I) * 0.25%
Sirach Growth Portfolio (I) * 0.25%
Sirach Special Equity Portfolio (I) * 0.25%
Sirach Strategic Balanced Portfolio (I) * 0.25%
Sterling Partners' Balanced Portfolio (I) * 0.25%
Sterling Partners' Equity Portfolio (I) * 0.25%
Sterling Small Cap Value Portfolio (I) * 0.25%
TS&W Balanced Portfolio (I) * 0.25%
TS&W Equity Portfolio (I) * 0.25%
TS&W Fixed Income Portfolio (I) * 0.25%
TS&W International Equity Portfolio (I) * 0.25%
</TABLE>
_____________________
* At the quarterly rate of 0.125% on the first $3,000,000 of initial assets and
0.0625% on the excess of such assets over $3,000,000.
9
<PAGE>
UAM FUND DISTRIBUTORS, INC.
---------------------------
UAM Fund Distributors, Inc., the distributor of the UAM Funds, Inc. and UAM
Funds Trust (collectively, the "Funds"), is a member of the National Securities
Clearing Corporation ("NSCC") Fund/Serv. Accordingly, transactions in shares of
portfolios of the Funds may be processed through Fund/Serv. If you are
interested in utilizing Fund/Serv, please provide the information requested
below.
Firm Name: ____________________________________
Address: ____________________________________
____________________________________
____________________________________
NSCC Dealer #: ________________________
NSCC Dealer Alpha Code: ________________________
NSCC Clearing #: ________________________
Phone Number: ________________________
Fax Number: ________________________
Mutual Fund Contact: ________________________
UAM Fund Distributors, Inc. has also executed and filed with the NSCC the
Investment Company Institute's ("ICI") Standard Networking Agreement. Provided
your firm has also executed and filed such agreement, Networking may be
utilized. If your firm wishes to utilize Networking, please complete the below
acknowledgment. By completing this acknowledgment, you agree that your firm
will participate in Networking under the terms of the ICI Standard Agreement.
Acknowledgment
Firm: ____________________________
By: _____________________________
Name:
Title:
Date:
10
<PAGE>
UAM FUND DISTRIBUTORS, INC.
211 Congress Street
Boston, Massachusetts 02110
_____________________________
SELLING DEALER AGREEMENT
UAM FUNDS, INC. AND UAM FUNDS TRUST
(Institutional Service Class Shares)
_____________________________
Dealer: ___________________.
Gentlemen:
We invite you, as a selected dealer, to participate as principal in the
distribution of the Institutional Service Class Shares (the "Shares") of the
Portfolios of UAM Funds, Inc. and of UAM Funds Trust (each Portfolio is referred
to herein as the "Fund") with respect to which we have been retained to act as
exclusive national distributor and which are offered for sale pursuant to
currently effective federal Prospectuses describing such Shares.
OFFERING PRICE TO PUBLIC:
- -------------------------
Orders for Shares received from you and accepted by the Fund, will be at
the public offering price applicable to each order as set forth in that Fund's
Prospectus relating to such Shares. The manner of computing the net asset value
of Shares, the public offering price and the effective time of orders received
from you are described in the Prospectuses for the Shares. We reserve the
right, at any time and without notice, to suspend the sale of Fund Shares.
SALES, ORDERS AND CONFIRMATIONS:
- --------------------------------
In offering Fund Shares to the public or otherwise, you shall act as dealer
for your own account, and in no transaction shall you have any authority to act
as agent for the Fund, for any other selected dealer or for us. No person is
authorized to make any representation concerning the Shares or any Fund except
those contained in the relevant and current Prospectus and in written
information issued by the Fund or by us as a supplement to such Prospectus. In
purchasing Fund Shares, you shall rely solely on such representations contained
in the Prospectus and in such written supplemental information.
All sales are made subject to confirmation and orders are subject to
acceptance or rejection by the Fund in its sole discretion. Your orders must be
wired, telephoned or written to the Fund as provided in the relevant and current
Prospectus. You agree to place orders for the same number of Shares sold by you
at the price at which such Shares are sold. You agree that you will not
purchase Shares except for investment or for the purpose of covering purchase
orders already received and that you will not, as principal, sell Fund Shares
unless purchased by
11
<PAGE>
you from the Fund under the terms hereof. You also agree that you will not
withhold placing with us orders received from your customers so as to profit
yourself from such withholding. Each of your orders shall be confirmed by you in
writing on the same day.
PAYMENT AND ISSUANCE OF CERTIFICATES:
- -------------------------------------
The Shares purchased by you hereunder shall be paid for in full at the
public offering price, by check payable to the Fund, at its office, within three
business days after our acceptance of your order. If not so paid, we reserve
the right to cancel the sale and to hold you responsible for any loss sustained
by us or the Fund (including lost profit) in consequence. Certificates
representing the Shares will not be issued unless a specific request is received
from the purchaser. Certificates, if requested, will be issued in the names
indicated by registration instructions accompanying your payment.
REDEMPTIONS:
- ------------
The relevant Prospectus describes the provisions whereby a Fund, under all
ordinary circumstances, will redeem Shares held by shareholders on demand. You
agree that you will not make any representations to shareholders relating to the
redemption of their Shares other than the statements contained in the relevant
and current Prospectus, and the underlying organizational documents of the Fund,
to which it refers, and that you will quote as the redemption price only the
price determined by the Fund. You shall not repurchase any Shares from your
customers at a price below that next quoted by the Fund for redemption. You may
hold such repurchased Shares for investment purposes or submit such Shares to
the Fund for redemption.
DISTRIBUTION AND/OR SERVICE FEES:
- ---------------------------------
We expect you to provide distribution and marketing services (the
"Services") in the promotion of the sale of the Shares of such Fund and the
retention of assets by such Fund and/or services and assistance to your
customers who own Fund Shares, including but not limited to, answering routine
inquiries regarding the Shares or a Fund or the status of a customer's account
and providing information to customers relating to maintaining their investment
in the Fund.
12b-1 Plans:
------------
For your Services in respect of Shares of any Fund that has a
Distribution Plan under Rule 12b-1 (a "12b-1 Plan") of the Investment
Company Act of 1940 (the "1940 Act"), you will receive a fee (the "12b-1
Fee"), as established by us and the Fund from time to time, pursuant to the
provisions of the 12b-1 Plan of such Fund relating to such Shares, subject
to the further provisions of this Agreement, the terms of the then current
and applicable Prospectus relating to such Shares and the provisions of the
relevant 12b-1 Plan. The 12b-1 Fee in respect of Shares of a particular
Fund shall be based on the net asset value of such Shares held in the
accounts of your customers, provided that such Shares so held have an
aggregate net asset value of at least the minimum amount established by us
from time to time. Such 12b-1 Fee shall consist of a distribution fee
component, if any, and/or a service fee component, if any, the rates of
which shall be as provided in the schedule of fees set forth in Appendix A
attached hereto, as the same may
12
<PAGE>
be amended by a Fund or by us at any time and from time to time by notice
thereof to you; provided, however, that in no event shall the rate of any
such component be in excess of the current rates set forth in the then
current and applicable Prospectus relating to such Shares and the
provisions of the relevant 12b-1 Plan.
Supplemental Plans (For Certain Defined Contribution Plans):
------------------------------------------------------------
Certain of the managers (the "Managers") of the Funds may, from time
to time, determine to provide additional support, under certain
circumstances, for the distribution and marketing of, and/or the provision
of services to the holders of, the Shares in the form of payments or
additional payments to selected broker-dealers who enter into Selling
Dealer Agreements with us. Such additional payments will be made only when
the Shares are used as part of a defined contribution product, and you
provide, or cause to be provided, additional support to the defined
contribution plan, its sponsors, or its participants with respect to such
things as investment selection, investment style, and other characteristics
such as performance of the Funds. Accordingly, for providing such
additional services in respect of Shares of any Fund the Manager of which
has determined to provide such additional support and has adopted a
Supplemental Plan (a "Supplemental Plan"), you may receive a supplemental
fee (the "Supplemental Fees"), as established by each particular Manager
from time to time, subject to the further provisions of this Agreement, the
terms of the then current and applicable Prospectus relating to such Shares
and the instructions received by us from such Manager. The Supplemental
Fees, if any, in respect of Shares of a particular Fund may be based on
such factors as initial and/or current purchase prices or net asset values
of such Shares acquired by or held in the accounts of your customers or
certain customers and the periods for which such shares have been held and
may be subject to such other minimums as may be established by the Managers
or by us from time to time. Such Supplemental Fees may consist of a
conversion fee component, if any, and/or a new contribution fee component,
if any, the rates of which shall be as provided in the schedule of fees set
forth in Appendix A attached hereto, as the same may be amended by us at
any time and from time to time by notice thereof to you; provided, however,
that in no event shall the rate of any such component be in excess of the
current rates set forth in any form of subsequent notice furnished to you
by us or on our behalf, or by the Manager or the Fund.
We reserve the right, at any time, without notice, to modify, suspend or
terminate payments hereunder, or any component of such payments, either with
respect to one or more Funds or classes of Shares or generally with respect to
the Funds and the Shares; and (i) the payment of 12b-1 Fees hereunder shall be
automatically suspended or terminated if and to the extent that payments under
the relevant 12b-1 Plan are suspended or terminated, or automatically reduced if
and to the extent that the corresponding rates of payments to be made under the
relevant 12b-1 Plan are reduced; and (ii) the payment of Supplemental Fees
hereunder shall be automatically suspended or terminated if and to the extent
that payments from the relevant Manager are suspended or terminated, or
automatically reduced if and to the extent that the corresponding rates of
payments to be made from the relevant Manager are reduced. Any such action may
be for any reason whatsoever or no reason at all; and you agree that you shall
not be entitled to any payments for any period after the effective date of any
such suspension or
13
<PAGE>
termination, nor shall you be entitled to any payments after the effective date
of any such modification or reduction except as may be calculated pursuant to a
modified or reduced schedule of fees substituted for the previously effective
schedule.
You understand and agree that we merely administer and forward payments
pursuant to the 12b-1 Plans of the Funds and/or the Supplemental Plans of the
Managers and that we shall have no liability to you for such payments.
Accordingly, you agree that anything to the contrary herein notwithstanding (i)
we shall have no liability to you, and you shall have no recourse whatsoever
against us or our assets, for any payment for which provision is made in this
Agreement, and (ii) your sole recourse, if any, in respect of any such payment
for which provision is made in this Agreement shall be against the respective
Fund or Manager, as the case may be.
LEGAL COMPLIANCE:
- ----------------
This Agreement and any transaction with, or payments to, you pursuant to
the terms hereof is conditioned on each party's representation to the other
party that, as of the date of this Agreement it is, and at all times during the
effectiveness of this Agreement it will be, a registered broker-dealer under the
Securities Exchange Act of 1934, as amended, and qualified under applicable
state securities laws in each jurisdiction in which the actions contemplated to
be taken by it under this Agreement require it to be qualified to act as a
broker-dealer in securities, and a member in good standing of the National
Association of Securities Dealers, Inc. (the "NASD"). Each party agrees to
notify the other promptly in writing and immediately suspend sales of Shares if
this representation ceases to be true. Each party also agrees that it will
comply with the rules of the NASD including, in particular, Sections 2, 21(c)
and 26 of Article III of its Rules of Fair Practice, as amended, and that each
party will maintain adequate records with respect to its transactions with the
other and the Funds.
BLUE SKY MATTERS:
- -----------------
We shall have no obligation or responsibility with respect to your right to
sell Shares in any state or jurisdiction. We may furnish you with information
identifying the states and jurisdictions where the Shares of a Fund are
qualified for sale; and you will not transact orders for Shares except in such
states and jurisdictions as identified by us.
LITERATURE:
- -----------
We will furnish you with copies of each Fund's relevant Prospectus and
sales literature (if any) and other information made publicly available by us or
the Fund which relate to the Fund or the Shares of such Fund, in reasonable
quantities upon your request. You agree to deliver a copy of the current and
relevant Prospectus in accordance with the provisions of the Securities Act of
1933 to each purchaser of Shares. We shall file Fund sales literature and
promotional material with the NASD as required. You may not publish or use any
sales literature or promotional materials with respect to the Shares, the Funds
or any Fund without our prior review and written approval.
NOTICES AND COMMUNICATIONS:
- ---------------------------
14
<PAGE>
All communications from you (other than purchase and sale orders) should be
addressed to us at 211 Congress Street, Boston, Massachusetts 02110, Attention:
Compliance Officer. Any notice from us to you shall be deemed to have been duly
given if mailed or telegraphed to you at the address set forth below. Each of
us may change the address to which notices shall be sent by notice to the other
in accordance with the terms hereof.
TERMINATION:
- ------------
This Agreement may be terminated by either party at any time by written
notice to that effect and will terminate without notice upon the appointment of
a trustee for you under the Securities Investor Protection Act, or any other act
of insolvency by you. Notwithstanding the termination of this Agreement, you
shall remain liable for any amounts otherwise owing to us or the Funds and for
your portion of any transfer tax or other liability which may be asserted or
assessed against the Fund, or us.
AMENDMENT:
- ----------
This Agreement may be amended or revised to modify, suspend or terminate
payments hereunder as provided in the section above entitled "Distribution
and/or Service Fees" or to amend Appendix A as provided in said section. This
Agreement may be otherwise amended or revised at any time by us upon notice to
you and you will be deemed to have accepted any such other amendment or revision
upon placing any subsequent order for Shares.
GENERAL:
- --------
Your acceptance hereof will constitute an obligation on your part to
observe all the terms and conditions hereof. In the event that you breach any
of the terms and conditions of this Agreement, you will indemnify us, the Funds,
and our affiliates for any damages, losses, costs and expenses (including
reasonable attorneys' fees and expenses) arising out of or relating to such
breach. In the event that we breach any of the terms and conditions of this
Agreement, we will indemnify you and your affiliates for any damages, losses,
costs and expenses (including reasonable attorneys' fees and expenses) arising
out of or relating to such breach. Nothing contained herein shall constitute
you, us and any dealers an association or partnership. All references in this
Agreement to the "Prospectus" refer to the then current and relevant version of
the Prospectus of the particular Fund or Funds concerned and include the
Statement of Additional Information incorporated by reference therein and any
stickers or supplements thereto.
This Agreement is to be construed in accordance with the laws of The
Commonwealth of Massachusetts.
Please confirm this Agreement by dating and executing, by your duly
authorized representative, one copy of this Agreement below and return it to us.
Keep the enclosed duplicate copy for your records.
15
<PAGE>
UAM FUND DISTRIBUTORS, INC.
BY:___________________________________
(Name of Officer and Title)
16
<PAGE>
SELECTED DEALER AGREEMENT ACCEPTANCE
- ------------------------------------
UAM FUND DISTRIBUTORS, INC.
The undersigned hereby confirms its acceptance of, and agreement to the
terms of, the foregoing Selected Dealer Agreement and acknowledges that any
purchase of Fund Shares made during the effectiveness of this Agreement is
subject to all the applicable terms and conditions set forth in this Agreement,
and agrees to pay for the shares at the price and upon the terms and conditions
stated in the Agreement. The undersigned hereby acknowledges receipt of
Prospectuses relating to the Fund Shares and confirms that, in executing this
Selected Dealer Agreement, it has relied on such Prospectuses and not on any
other statement whatsoever, written or oral.
INVESTMENT DEALER PLEASE SIGN HERE AND COMPLETE BELOW
________________________________________
(Full Corporate Name of Broker-Dealer)
By:_____________________________________
(Name of Officer and Title)
________________________________________
(Broker-Dealer's Tax Identification No.)
________________________________________
(Notice Address -- Please include name
of compliance contact)
Date:___________________________________
APPENDIX A
SCHEDULE OF FEES
12B-1 FEES
A separate fee for each Fund will be determined quarterly based on the
annual rates set forth below.
<TABLE>
<CAPTION>
Distribution Service
Name of Fund Component Component
- ------------ ------------ ---------
<S> <C> <C>
BHM&S Total Return Bond Portfolio (IS) 0.00% 0.25%
DSI Disciplined Value Portfolio (IS) 0.00% 0.25%
FMA Small Company Portfolio (IS) 0.15% 0.25%
FPA Crescent Portfolio (IS) 0.00% 0.25%
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
MJI International Equity Portfolio (IS) 0.00% 0.25%
NWQ Balanced Portfolio (IS) 0.15% 0.25%
NWQ Value Equity Portfolio (IS) 0.15% 0.25%
Sirach Equity Portfolio (IS) 0.00% 0.25%
Sirach Growth Portfolio (IS) 0.00% 0.25%
Sirach Special Equity Portfolio (IS) 0.00% 0.25%
Sirach Strategic Balanced Portfolio (IS) 0.00% 0.25%
Sterling Partners' Balanced Portfolio (IS) 0.00% 0.25%
Sterling Partners' Equity Portfolio (IS) 0.00% 0.25%
TJ Core Equity Portfolio (IS) 0.00% 0.25%
</TABLE>
18
<PAGE>
SUPPLEMENTAL FEES
(For Certain Defined Contribution Plans Only)
Supplemental fees for each broker-dealer will be determined quarterly as of
the end of each calendar quarter. Each quarterly fee shall consist of
conversion components, if any, and new contribution components, if any.
There shall be a conversion component with respect to each new shareholder
account established through the purchase of Shares of the Funds subject to the
further terms and conditions stated in this paragraph. The aggregate purchase
price of Shares of the Funds initially acquired by the account must have been at
least $1,000,000 and the account must have been in existence for at least one
full calendar quarter. The portion of the conversion component attributable to
the Shares of each Fund initially acquired by such account shall be calculated
by applying the quarterly rate of the conversion component for that Fund, as
specified below, to the aggregate purchase price of the Shares of that Fund
initially acquired. The amount so calculated shall be included in the fee with
respect to such account for each of the four (4) full calendar quarters
following the establishment of the account; provided, however, that such
conversion component shall not be payable with respect to, or included in the
fee for, any such quarter if, as of the last business day of such quarter, the
number of Shares of the Funds (adjusted, if necessary, to give effect to
exchanges) held in the account has been reduced to less than ninety (90) percent
of the number of Shares initially acquired by such account, nor shall a
conversion component be payable for any quarter subsequent thereto.
There shall be a new contribution component for each shareholder account
which existed at the beginning of a calendar quarter subject to the further
terms and conditions stated in this paragraph. The account must have made a
qualifying purchase of Shares of a Fund or Funds during the quarter concerned.
A qualifying purchase means an aggregate investment of at least $100,000 in the
Shares of the Funds. The portion of the new contribution component attributable
to the Shares of each Fund acquired by such account as part of a qualifying
purchase shall be calculated by applying the single payment rate of the new
contribution component for that Fund, as specified below, to the portion of the
qualifying purchase made in Shares of that Fund and aggregating the amounts for
all such Funds the Shares of which were included in such qualifying purchase.
The aggregate amount of the new contribution component so determined shall be
included in the supplemental fees for the single quarter concerned.
<TABLE>
<CAPTION>
New
Conversion Contribution
Name of Fund Component Component
- ------------ ---------- ------------
<S> <C> <C>
BHM&S Total Return Bond Portfolio (IS) * 0.25%
DSI Disciplined Value Portfolio (IS) * 0.25%
FMA Small Company Portfolio (IS) * 0.25%
MJI International Equity Portfolio (IS) * 0.25%
NWQ Small Cap Value Portfolio (IS) * 0.25%
</TABLE>
19
<PAGE>
<TABLE>
<S> <C> <C>
NWQ Special Equity Portfolio (IS) * 0.25%
NWQ Balanced Portfolio (IS) * 0.25%
NWQ Value Equity Portfolio (IS) * 0.25%
Sirach Equity Portfolio (IS) * 0.25%
Sirach Growth Portfolio (IS) * 0.25%
Sirach Special Equity Portfolio (IS) * 0.25%
Sirach Strategic Balanced Portfolio (IS) * 0.25%
Sterling Partners' Balanced Portfolio (IS) * 0.25%
Sterling Partners' Equity Portfolio (IS) * 0.25%
Sterling Partners' Small Cap Value Portfolio (IS) * 0.25%
TJ Core Equity Portfolio (IS) * 0.25%
</TABLE>
_____________________
* At the quarterly rate of 0.125% on the first $3,000,000 of initial assets and
0.0625% on the excess of such assets over $3,000,000.
20
<PAGE>
EXHIBIT M.3
UAM FUNDS, INC.
SHAREHOLDER SERVICES PLAN
-------------------------
1. Services. Under this Shareholder Services Plan (the "Plan"),
--------
____________________ (the "Shareholder Servicing Agent"), shall provide personal
service and/or services for the maintenance of shareholder accounts for the
shareholders of UAM Funds, Inc. (the "Fund") including:
(a) acting as the sole shareholder of record and nominee for beneficial
owners;
(b) maintaining account records for such beneficial owners of the Fund's
shares;
(c) opening and closing accounts;
(d) answering questions and handling correspondence from shareholders
about their accounts;
(e) processing shareholder orders to purchase, redeem and exchange
shares;
(f) handling the transmission of funds representing the purchase price or
redemption proceeds;
(g) issuing confirmation for transactions in the Fund's shares by
shareholders;
(h) distributing current copies of prospectuses, statements of additional
information and shareholder reports;
(i) assisting customers in completing application forms, selecting
dividend and other account options and opening custody accounts with the
Shareholder Servicing Agent;
(j) providing account maintenance and accounting support for all
transactions.
(k) performing such additional shareholder services as may be agreed upon
by the Fund and the Shareholder Servicing Agent, provided that any such
additional shareholder service must constitute a permissible non-banking
activity in accordance with the then current regulations of, and
interpretations thereof by, the Board of Governors of the Federal Reserve
System.
<PAGE>
2. Shareholder Servicing Fee. In consideration for the foregoing services,
-------------------------
the Fund shall reimburse the Shareholder Servicing Agent for the actual expenses
incurred by the Shareholder Servicing Agent in providing the foregoing services
up to a maximum annual rate equal to 0.25% of the average daily net assets of
the Fund serviced by the Shareholder Servicing Agent, accrued daily and payable
monthly.
3. Reimbursement. All shareholder services expenses shall be submitted for
-------------
reimbursement promptly and must be submitted for reimbursement in the same
fiscal year of the Fund in which such expenses were incurred or, in the case of
expenses incurred close to the end of the Fund's fiscal year, in the next fiscal
quarter of the Fund after such expenses have been incurred.
4. Term. This Plan, which was approved initially by the Board of Directors
----
of the Fund on September 9, 1993, shall continue in effect indefinitely
thereafter so long as its continuance, together with the continuance of any and
all agreements now or in the future related to the Plan, are approved at least
annually by a majority of the Board of Directors of the Fund including a
majority of the Directors who are not "interested persons," as defined in the
1940 Act, of the Fund and who have no direct or indirect financial interest in
the operation of the Plan, or any agreements related to the Plan, cast in person
at a meeting called for the purpose of voting on the Plan and any related
agreements.
5. Quarterly Report. The Directors of the Fund shall review on a quarterly
----------------
basis a written report of the amount of monies reimbursed or reimbursable by the
Fund pursuant to the Plan and any related agreements and the purposes for which
such reimbursements and the related expenditures were made. Such quarterly
report shall be prepared by such persons as are authorized to direct the
distribution of monies reimbursed or reimbursable by the Fund pursuant to the
Plan and any related agreements.
6. Termination. This Plan may be terminated at any time by vote of the
-----------
majority of the Directors of the Fund who are not "interested persons," as
defined in the 1940 Act, of the Fund and who have no direct or indirect
financial interest in the operation of the Plan or in any agreements related to
the Plan or, at the discretion of the Board of Directors of the Fund, by vote of
a majority of the outstanding voting securities of the Fund.
7. Directors' Review. The Directors of the Fund have a duty to request and
-----------------
evaluate, and the Shareholder Servicing Agent agrees to provide upon request by
the Fund, such information as may be reasonably necessary to make an informed
determination of
-2-
<PAGE>
whether the Plan should be implemented or continued. In fulfilling their duties
under this Section 7, the Directors should consider and give appropriate weight
to all factors pertinent to the continued use of the Fund's assets for the Plan.
Minutes describing the factors considered and the basis for the Directors'
decision to use the Fund's assets for the Plan must be made and preserved.
8. Amendments. The Plan may not be amended in any material respect except
----------
with the approval of a majority of the Board of Directors of the Fund including
a majority of the Directors who are not "interested Persons," as defined in the
1940 Act, of the Fund cast in person at a meeting called for the purpose of
voting on such amendment to the Plan.
-3-
<PAGE>
EXHIBIT M.4.
OMNIBUS ACCOUNT SERVICES AGREEMENT
UAM Funds, Inc.
UAM Funds Trust
AGREEMENT entered into as of _________________, by and between UAM Funds, Inc.
and UAM Funds Trust (collectively, the "Funds"), various investment advisers to
such Funds (the "Adviser"), and _______________________ ("Service Provider").
As used in this Agreement, the following terms shall have the following
meanings, unless a different meaning is clearly required by the context:
Client-shareholders shall mean those clients of Service Provider who maintain an
- -------------------
interest in an omnibus account with the Funds registered in the name of
"____________" and who receive services from Service Provider under this
Agreement.
Funds - See attached list.
- -----
In consideration of the mutual covenants herein contained, the parties agree as
follows:
1. Service Provider agrees to perform certain services for the Client-
shareholders as more particularly set forth below. Service Provider
represents and warrants that it has, and will continue at all times to
have, the necessary facilities, equipment and personnel to perform its
services hereunder in a businesslike and competent manner; systems to
comply with any applicable laws, rules and regulations related to the
services to be provided under this Agreement, including the maintenance and
preservation of all records and registrations required by any applicable
laws, rules and regulations.
2. Service Provider represents and warrants that all Client-shareholders are
aware that they are transacting business with Service Provider and not the
Funds, and that they will look only to Service Provider and not the Funds
for resolution of problems or discrepancies in their accounts. Service
Provider represents and warrants that it is registered or not required to
be registered as either a broker-dealer pursuant to Section 15 of the
Securities Exchange Act of 1934 (the "Exchange Act") or a transfer agent
pursuant to Section 17A of the Exchange Act. Service Provider further
represents and warrants that neither it nor any of its affiliates is, or
during the term of this Agreement will become, a "fiduciary" as that term
is defined in Section 4975 of the Internal Revenue Code of 1986, as
amended, or in Section 3(21)(A) of the Employee Retirement Income Security
Act of 1974, as amended, with respect to any investment in the Funds which
may be subject to such Sections, or if we are a fiduciary, our receipt of
compensation pursuant to this Agreement will not violate federal law.
3. Service Provider agrees that it will establish with the Funds one or more
omnibus accounts registered in Service Provider's name for Client-
shareholders in the Funds, and will perform various services for Client-
shareholders in those accounts, including without limitation: establishing
and maintaining records of Client-shareholders' accounts; processing
purchase and redemption transactions; confirming Client-shareholder
transactions; delivering prospectuses to new shareholders upon confirmation
of purchase order; delivery of shareholder reports and proxies to
shareholders; answering routine client inquiries regarding the Funds;
assisting clients in changing dividend options, account
-1-
<PAGE>
designations and addresses; withholding taxes on non-resident alien
accounts; disbursing income dividends and capital gains distributions;
reinvesting dividends and distributions; preparing and delivering to
Client-shareholders and state and federal authorities, including the United
States Internal Revenue Service, such information respecting dividends and
distributions paid by the Funds as may be required by law, rule or
regulation; withholding on dividends and distributions as may be required
by state or federal authorities from time to time; and such other services
as the Funds may reasonably request. Service Provider will transmit to each
Fund each business day by 4:00 p.m. EST purchase or redemption orders
reflecting purchase, redemption and exchange orders received by it that
business day for Client-shareholders.
4. Service Provider may maintain all historical Client-shareholder records
consistent with requirements of all applicable laws, rules and regulations.
Upon the request of the Funds, Service Provider shall provide copies of
written communications regarding the Funds to or from such Client-
shareholders, and other materials. Service Provider shall make available
(if requested) to the Funds, records or communications necessary to
determine the number of Client-shareholders in each Service Provider's
omnibus account, states of residence for each shareholder, and the number
of shares held by each. If, at any time, the Funds determine that Service
Provider's practices, procedures or controls are inadequate, written notice
of such inadequacy shall be given to Service Provider, and Service Provider
shall have 15 days plus any additional time which the Funds may provide to
correct its practices, procedures or controls. In the event such practices,
procedures or controls are not adequately corrected by Service Provider,
the Funds shall have the right to immediately terminate this Agreement.
Nothing in this Agreement shall impose upon the Funds the obligation to
review Service Provider's practices, procedures and controls.
5. The official records of transactions of Service Provider's omnibus account
and the number of shares in such omnibus accounts shall be as determined by
the Funds. Service Provider shall be solely responsible for any
discrepancies between its omnibus accounts and the Client-shareholder
accounts and for the maintenance of all records regarding the Client-
shareholders, the Client-shareholders' transactions and the Client-
shareholders' interests in the omnibus accounts.
6. Service Provider is solely responsible for the reconciliation of customer
accounts with its omnibus account at the Funds. If any such reconciliation
indicates any unexplained reconciling item or items, the Funds agree to
assist Service Provider in resolving any discrepancies.
7. The Funds will have the sole authority and responsibility under this
Agreement for countersigning securities of the Funds, monitoring the
issuance of securities of the Funds with a view to preventing unauthorized
issuance, registering the transfer of securities of the Funds, exchanging
or converting securities of the Funds or transferring record ownership of
securities of the Funds by bookkeeping entry without physical issuance of
securities certificates of the Funds. While Service Provider will provide
the services to its Client-shareholders as described in this Agreement,
Service Provider will not engage in countersigning securities of the Funds,
monitoring the issuance of securities of the Funds with a view to
preventing unauthorized issuance, registering the transfer of securities of
the Funds, exchanging or converting securities of the Funds, or
transferring record ownership of securities of the Funds by bookkeeping
entry without physical issuance of securities certificates of the Funds.
-2-
<PAGE>
8. The Funds represent and warrant that they will not use any information
relating to Client-shareholders received pursuant to this Agreement to
solicit or otherwise attempt to sell products to Client-shareholders.
9. For the services and facilities described in this Agreement, the Funds and
Adviser(s) will pay a fee to Service Provider after the end of each month
at the annual rate applicable to the average aggregate daily net asset
value of shares of the Funds in the accounts for which Service Provider
provides services. The initial terms, conditions and amounts of such
payments are set forth in Schedule A attached hereto.
In computing Service Provider's fee, one-twelfth of the applicable fee rate
set forth in Schedule A shall be applied to the average aggregate daily net
asset value of shares of the applicable Funds in accounts for which Service
Provider provides services for the month in question. Each month's fee
shall be determined independently of every other month's fee. For the month
in which this Agreement becomes effective or terminates, there shall be an
appropriate proration on the basis of the number of days that the Agreement
is in effect during the month.
Except as otherwise agreed in writing with the Funds with respect to
specific expenditures by Service Provider, Service Provider shall be solely
responsible for all costs and expenses of providing services under this
Agreement.
The parties to this Agreement recognize and agree that all payments made
under this Agreement represent compensation for the administrative services
contained herein only and do not constitute payment in any manner for
investment advisory services or for costs of distribution of the Fund's
shares.
10. With regard to all the services provided to its Client-shareholders by
Service Provider, Service Provider is an independent contractor, is solely
responsible for its actions or inactions, and is not and does not have
authority to act as agent of the Funds. Service Provider is solely
responsible to its Client-shareholders and agrees that at all times,
including after termination of this Agreement, it will be responsible for
all complaints and inquiries from its Client-shareholders relating to
Service Provider's actions or inactions under this Agreement or relating to
the Client-shareholders' accounts during the period in which this Agreement
was in effect.
11. The Funds will be responsible for any loss, claim, demand or liability
arising from a material error or omission contained in the Funds'
prospectuses provided that the error or omission was not a result of
information provided by Service Provider. Service Provider shall indemnify
and hold each officer, employee and agent of each Fund harmless from and
against any and all losses arising out of any action taken or omitted to be
taken by Service Provider pursuant to this Agreement and resulting from
Service Provider's breach of this Agreement, willful misconduct or
negligence. This paragraph shall survive the termination of the Agreement.
12. Service Provider shall provide such security as is necessary to prevent
unauthorized use of any on-line computer facilities (if applicable).
13. Service Provider acknowledges that the Funds may enter into similar
agreements with others without the consent of Service Provider.
-3-
<PAGE>
14. If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder shall not be affected
thereby.
15. This Agreement supersedes all prior services agreements between the parties
relating to the Funds.
16. This Agreement shall become effective as of the date it is accepted by
Service Provider, and will continue in effect until terminated in writing
upon sixty (60) days prior notice by either party to the other; provided,
that Service Provider shall be entitled to receive all fees it has earned
up to and including the effective date of the termination.
17. This Agreement shall be governed by, and construed in accordance with, the
laws of The Commonwealth of Massachusetts.
18. Whenever notice is required under this Agreement, it shall be given in
writing by registered mail to the Funds c/o UAM Fund Services, Inc., 211
Congress Street, Boston, MA 02110; and to Service Provider at
_____________________________.
19. The duties and obligations of the parties herein may not be assigned by a
party without the prior written consent of the other party.
20. This Agreement may be executed in one or more counterparts, each of which
shall be an original and all of which together shall be deemed one and the
same document.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
their respective corporate seals to be affixed as of the date first above
written by their respective officers hereunto duly authorized.
ATTEST: UAM Funds, Inc.
UAM Funds Trust
By:____________________________ By:_____________________________
Name:__________________________ Name:___________________________
Date:__________________________ Date:___________________________
ATTEST: ___________________[Adviser]
By:____________________________ By:______________________________
Name:__________________________ Name:____________________________
Date:__________________________ Date:____________________________
ATTEST: ___________________[Service Provider]
By:____________________________ By:______________________________
Name:__________________________ Name:____________________________
Date:__________________________ Date:____________________________
-4-
<PAGE>
OMNIBUS ACCOUNT SERVICES AGREEMENT
List of participating funds:
- ---------------------------
-5-
<PAGE>
OMNIBUS ACCOUNT SERVICES AGREEMENT
Schedule A
Fee payable to Service Provider is based upon the average aggregate daily net
asset value of shares of the Funds included in this Agreement and shall be in
the following amount: $__________.
-6-
<PAGE>
OMNIBUS ACCOUNT SERVICES AGREEMENT
UAM Funds, Inc.
UAM Funds Trust
AGREEMENT entered into as of _________________, by and between UAM Funds, Inc.
and UAM Funds Trust (collectively, the "Funds") and _______________________
("Service Provider").
As used in this Agreement, the following terms shall have the following
meanings, unless a different meaning is clearly required by the context:
Client-shareholders shall mean those clients of Service Provider who maintain an
- -------------------
interest in an omnibus account with the Funds registered in the name of
"____________" and who receive services from Service Provider under this
Agreement.
Funds - See attached list.
- -----
In consideration of the mutual covenants herein contained, the parties agree as
follows:
1. Service Provider agrees to perform certain services for the Client-
shareholders as more particularly set forth below. Service Provider
represents and warrants that it has, and will continue at all times to
have, the necessary facilities, equipment and personnel to perform its
services hereunder in a businesslike and competent manner; systems to
comply with any applicable laws, rules and regulations related to the
services to be provided under this Agreement, including the maintenance and
preservation of all records and registrations required by any applicable
laws, rules and regulations.
2. Service Provider represents and warrants that all Client-shareholders are
aware that they are transacting business with Service Provider and not the
Funds, and that they will look only to Service Provider and not the Funds
for resolution of problems or discrepancies in their accounts. Service
Provider represents and warrants that it is registered or not required to
be registered as either a broker-dealer pursuant to Section 15 of the
Securities Exchange Act of 1934 (the "Exchange Act") or a transfer agent
pursuant to Section 17A of the Exchange Act. Service Provider further
represents and warrants that neither it nor any of its affiliates is, or
during the term of this Agreement will become, a "fiduciary" as that term
is defined in Section 4975 of the Internal Revenue Code of 1986, as
amended, or in Section 3(21)(A) of the Employee Retirement Income Security
Act of 1974, as amended, with respect to any investment in the Funds which
may be subject to such Sections.
3. Service Provider agrees that it will establish with the Funds one or more
omnibus accounts registered in Service Provider's name for Client-
shareholders in the Funds, and will perform various services for Client-
shareholders in those accounts, including without limitation: establishing
and maintaining records of Client-shareholders' accounts; processing
purchase and redemption transactions; confirming Client-shareholder
transactions; delivering prospectuses to new shareholders upon confirmation
of purchase order; delivery of shareholder reports and proxies to
shareholders; answering routine client inquiries regarding the Funds;
assisting clients in changing dividend options, account designations and
addresses; withholding taxes on non-resident alien accounts; disbursing
income dividends and capital gains distributions; reinvesting dividends and
distributions; preparing and delivering to Client-shareholders and state
and federal authorities, including the United States Internal
-7-
<PAGE>
Revenue Service, such information respecting dividends and distributions
paid by the Funds as may be required by law, rule or regulation;
withholding on dividends and distributions as may be required by state or
federal authorities from time to time; and such other services as the Funds
may reasonably request. Service Provider will transmit to each Fund each
business day by 4:00 p.m. EST purchase or redemption orders reflecting
purchase, redemption and exchange orders received by it that business day
for Client-shareholders.
4. Service Provider may maintain all historical Client-shareholder records
consistent with requirements of all applicable laws, rules and regulations.
Upon the request of the Funds, Service Provider shall provide copies of
written communications regarding the Funds to or from such Client-
shareholders, and other materials. Service Provider shall make available
(if requested) to the Funds, records or communications necessary to
determine the number of Client-shareholders in each Service Provider's
omnibus account, states of residence for each shareholder, and the number
of shares held by each. If, at any time, the Funds determine that Service
Provider's practices, procedures or controls are inadequate, written notice
of such inadequacy shall be given to Service Provider, and Service Provider
shall have 15 days plus any additional time which the Funds may provide to
correct its practices, procedures or controls. In the event such practices,
procedures or controls are not adequately corrected by Service Provider,
the Funds shall have the right to immediately terminate this Agreement.
Nothing in this Agreement shall impose upon the Funds the obligation to
review Service Provider's practices, procedures and controls.
5. The official records of transactions of Service Provider's omnibus account
and the number of shares in such omnibus accounts shall be as determined by
the Funds. Service Provider shall be solely responsible for any
discrepancies between its omnibus accounts and the Client-shareholder
accounts and for the maintenance of all records regarding the Client-
shareholders, the Client-shareholders' transactions and the Client-
shareholders' interests in the omnibus accounts.
6. Service Provider is solely responsible for the reconciliation of customer
accounts with its omnibus account at the Funds. If any such reconciliation
indicates any unexplained reconciling item or items, the Funds agree to
assist Service Provider in resolving any discrepancies.
7. The Funds will have the sole authority and responsibility under this
Agreement for countersigning securities of the Funds, monitoring the
issuance of securities of the Funds with a view to preventing unauthorized
issuance, registering the transfer of securities of the Funds, exchanging
or converting securities of the Funds or transferring record ownership of
securities of the Funds by bookkeeping entry without physical issuance of
securities certificates of the Funds. While Service Provider will provide
the services to its Client-shareholders as described in this Agreement,
Service Provider will not engage in countersigning securities of the Funds,
monitoring the issuance of securities of the Funds with a view to
preventing unauthorized issuance, registering the transfer of securities of
the Funds, exchanging or converting securities of the Funds, or
transferring record ownership of securities of the Funds by bookkeeping
entry without physical issuance of securities certificates of the Funds.
8. The Funds represent and warrant that they will not use any information
relating to Client-shareholders received pursuant to this Agreement to
solicit or otherwise attempt to sell products to Client-shareholders.
-8-
<PAGE>
9. For the services and facilities described in this Agreement, the Funds will
pay a fee to Service Provider after the end of each month at the annual
rate applicable to the average aggregate daily net asset value of shares of
the Funds in the accounts for which Service Provider provides services. The
initial terms, conditions and amounts of such payments are set forth in
Schedule A attached hereto.
In computing Service Provider's fee, one-twelfth of the applicable fee rate
set forth in Schedule A shall be applied to the average aggregate daily net
asset value of shares of the applicable Funds in accounts for which Service
Provider provides services for the month in question. Each month's fee
shall be determined independently of every other month's fee. For the month
in which this Agreement becomes effective or terminates, there shall be an
appropriate proration on the basis of the number of days that the Agreement
is in effect during the month.
Except as otherwise agreed in writing with the Funds with respect to
specific expenditures by Service Provider, Service Provider shall be solely
responsible for all costs and expenses of providing services under this
Agreement.
The parties to this Agreement recognize and agree that all payments made
under this Agreement represent compensation for the administrative services
contained herein only and do not constitute payment in any manner for
investment advisory services or for costs of distribution of the Fund's
shares.
10. With regard to all the services provided to its Client-shareholders by
Service Provider, Service Provider is an independent contractor, is solely
responsible for its actions or inactions, and is not and does not have
authority to act as agent of the Funds. Service Provider is solely
responsible to its Client-shareholders and agrees that at all times,
including after termination of this Agreement, it will be responsible for
all complaints and inquiries from its Client-shareholders relating to
Service Provider's actions or inactions under this Agreement or relating to
the Client-shareholders' accounts during the period in which this Agreement
was in effect.
11. The Funds will be responsible for any loss, claim, demand or liability
arising from a material error or omission contained in the Funds'
prospectuses provided that the error or omission was not a result of
information provided by Service Provider. Service Provider shall indemnify
and hold each officer, employee and agent of each Fund harmless from and
against any and all losses arising out of any action taken or omitted to be
taken by Service Provider pursuant to this Agreement and resulting from
Service Provider's breach of this Agreement, willful misconduct or
negligence. This paragraph shall survive the termination of the Agreement.
12. Service Provider shall provide such security as is necessary to prevent
unauthorized use of any on-line computer facilities (if applicable).
13. Service Provider acknowledges that the Funds may enter into similar
agreements with others without the consent of Service Provider.
14. If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder shall not be affected
thereby.
15. This Agreement supersedes all prior services agreements between the parties
relating to the Funds.
-9-
<PAGE>
16. This Agreement shall become effective as of the date it is accepted by
Service Provider, and will continue in effect until terminated in writing
upon sixty (60) days prior notice by either party to the other; provided,
that Service Provider shall be entitled to receive all fees it has earned
up to and including the effective date of the termination.
17. This Agreement shall be governed by, and construed in accordance with, the
laws of The Commonwealth of Massachusetts.
18. Whenever notice is required under this Agreement, it shall be given in
writing by registered mail to the Funds c/o UAM Fund Services, Inc., 211
Congress Street, Boston, MA 02110; and to Service Provider at
_____________________________.
19. The duties and obligations of the parties herein may not be assigned by a
party without the prior written consent of the other party.
20. This Agreement may be executed in one or more counterparts, each of which
shall be an original and all of which together shall be deemed one and the
same document.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
their respective corporate seals to be affixed as of the date first above
written by their respective officers hereunto duly authorized.
ATTEST: UAM Funds, Inc.
UAM Funds Trust
By:____________________________ By:_____________________________
Name:__________________________ Name:___________________________
Date:__________________________ Date:___________________________
ATTEST: ___________________[Service Provider]
By:____________________________ By:______________________________
Name:__________________________ Name:____________________________
Date:__________________________ Date:____________________________
-10-
<PAGE>
OMNIBUS ACCOUNT SERVICES AGREEMENT
List of participating funds:
- ---------------------------
-11-
<PAGE>
OMNIBUS ACCOUNT SERVICES AGREEMENT
Schedule A
Fee payable to Service Provider is based upon the average aggregate daily net
asset value of shares of the Funds included in this Agreement and shall be in
the following amount: $__________.
-12-
<PAGE>
EXHIBIT 0.
UAM FUNDS, INC.
Amended and Restated
Multiple Class Plan
Pursuant to SEC Rule 18f-3
This Multiple Class Plan (the "Plan") has been adopted pursuant to Rule 18f-
3 under the Investment Company Act of 1940 (the "Act") UAM Funds, Inc. (the
"Fund") for its portfolios and classes of its portfolios. The Plan sets forth
the provisions relating to the establishment of multiple classes of shares of
the Fund as follows:
1. At the date of adoption of this Plan, the Fund has authorized the
issuance of three classes of shares which are subject to this Plan:
Institutional Class Shares, Institutional Service Class Shares and Advisor Class
Shares.
The Fund may offer an unlimited number of different classes of shares,
either in connection with a Distribution Plan adopted pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended (the "1940 Act"), (a
"Distribution Plan") and/or in connection with a shareholder services plan
("Shareholder Services Plan"), with more than one Plan, or without any of the
Plans.
2. Institutional Class Shares are no-load and do not impose a service fee
or asset-based sales charge.
3. Institutional Service Class Shares shall be subject to a service fee at
an annual rate of up to 0.25 of 1% of the average daily net asset value of
Institutional Service Class Shares and/or a distribution fee of up to .50 of 1%
of daily net assets per annum.
4. Advisor Class Shares shall be subject to a service fee at an annual rate
of up to 0.25 of 1% of the average daily net asset value of Advisor Class
Shares, a distribution fee of up to .50 of 1% of daily net assets per annum and
a maximum front-end sales charge of 4.75%.
5. The Distribution Plan adopted by the Fund pursuant to Rule 12b-1
associated with the Institutional Service Class Shares and the Advisor Class
Shares may be used to reimburse the Fund's underwriter or others for expenses
incurred in the promotion and distribution of the Institutional Service Class
Shares and the Advisor Class Shares.
The distribution-related services to be provided to the Fund and/or its
shareholders under the Distribution Plan may include, but are not limited to,
the following:
. advertising the availability of services and products;
. designing material to send to customers and developing methods of making
such materials accessible to customers;
<PAGE>
. providing information about the product needs of customers;
. providing facilities to solicit Fund sales and to answer questions from
prospective and existing investors about the Fund;
. receiving and answering correspondence from prospective investors,
including requests for sales literature, prospectuses and statements of
additional information;
. displaying and making sales literature and prospectuses available on the
servicing organization's premises;
. acting as liaison between shareholders and the Fund, including obtaining
information from the Fund and providing performance and other
information about the Fund; and
. providing additional personal services and/or shareholder account
maintenance services.
The Shareholder Services Plan adopted by the Fund associated with the
Institutional Service Class Shares and the Advisor Class Shares may be used to
reimburse the Fund's underwriter or others for expenses incurred in providing
personal and account maintenance services to holders of Institutional Service
Class Shares and Advisor Class Shares.
The personal and account maintenance services to be provided to shareholders
under the Shareholder Services Plan of the Fund may include, but are not limited
to, the following:
. acting as the sole shareholder of record and nominee for all beneficial
owners;
. maintaining account records for each shareholder who beneficially owns
Shareholder Services Plan shares;
. opening and closing accounts; answering questions and handling
correspondence from shareholders about their accounts;
. processing shareholder orders to purchase, redeem and exchange
Shareholder Services Plan shares;
. posting interest;
. handling the transmission of funds representing the purchase price or
redemption proceeds;
-2-
<PAGE>
. issuing confirmations for transactions in Shareholder Services Plan
shares by shareholders;
. distributing current copies of prospectuses, statements of additional
information and shareholder reports;
. assisting Customers in completing application forms, selecting dividend
and other account options and opening custody accounts with the service
organizations;
. providing account maintenance and accounting support for all
transactions; and
. similar personal services and/or shareholder account maintenance
services as may be agreed to in the future.
The Distribution Plan shall operate in accordance with the Conduct Rules of
the National Association of Securities Dealers.
6. Expenses incurred by a class of shares of the Fund shall differ from
each other class of shares of the Fund only as to the differences in the
respective Distribution Plan and/or Shareholder Service Plan expenses for such
class of shares.
7. There shall be no conversion features associated with the Institutional
Class Shares, Institutional Service Class Shares and Advisor Class Shares.
8. Shares of the Institutional Class Shares, Institutional Service Class
Shares and Advisor Class Shares may be exchanged only for shares of the same
class in another portfolio of the Fund, according to the terms and conditions
stated in each portfolio's prospectus, as it may be amended from time to time,
and to the extent permitted by the 1940 Act and the rules and regulations
adopted thereunder.
9. Each class of shares of the Fund shall have: (a) exclusive voting rights
on any matter submitted to shareholders that relates solely to its distribution
or shareholder servicing arrangements; (b) separate voting rights on any matter
submitted to shareholders in which the interests of one class differ from the
interests of any other class; and (c) in all other respects the same rights and
obligations as each other class.
10. On an ongoing basis, the Board of Directors, pursuant to their fiduciary
responsibilities under the 1940 Act and otherwise, will monitor the Fund for the
existence of any material conflicts between the interests of the various classes
of shares. The Board, including a majority of the independent members of the
Board, shall take such action as is reasonably necessary to eliminate any such
conflict that may develop.
-3-
<PAGE>
11. Before any material amendment to the Plan, a majority of the members of
the Board of the Fund, and a majority of the members of the Board who are not
interested persons of the Fund, shall find that the Plan as proposed to be
adopted or amended, including any expense allocation, is in the best interests
of each class individually and the Fund as a whole. Before any material
amendment, the Board shall request and evaluate such information as may be
reasonably necessary to evaluate the Plan.
Approved June 18, 1998
-4-
<PAGE>
EXHIBIT P
SEC FILINGS
POWER OF ATTORNEY
The undersigned Trustee/Director of UAM Funds, Inc., UAM Funds Trust
and UAM Funds Trust II (the "Funds") hereby appoints Michael E. DeFao, Audrey C.
Talley and Martin J. Wolin his true and lawful attorneys-in-fact with authority
to execute in the name of such Trustee/Director on behalf of the Fund and to
file with the U.S. Securities and Exchange Commission, Commodity Futures Trading
Commission, National Futures Association or any other federal or state
regulatory body ("Regulatory Agency"), on behalf of the Fund any and all
regulatory materials necessary or advisable to enable the Fund to comply with
the Securities Act of 1933, as amended, and/or the Investment Company Act of
1940, as amended, and other pertinent federal securities statutes, and any other
rules, regulations and requirements of such Regulatory Agency. The powers of
the aforesaid attorneys-in-fact are hereby expressly limited to the execution
and filing of such documents with the appropriate Regulatory Agency.
/s/ Norton H. Reamer
----------------------------
Norton H. Reamer
Date: June 18, 1998
<PAGE>
SEC FILINGS
POWER OF ATTORNEY
The undersigned Trustee/Director of UAM Funds, Inc., UAM Funds Trust
and UAM Funds Trust II (the "Funds") hereby appoints Michael E. DeFao, Audrey C.
Talley and Martin J. Wolin his true and lawful attorneys-in-fact with authority
to execute in the name of such Trustee/Director on behalf of the Fund and to
file with the U.S. Securities and Exchange Commission, Commodity Futures Trading
Commission, National Futures Association or any other federal or state
regulatory body ("Regulatory Agency"), on behalf of the Fund any and all
regulatory materials necessary or advisable to enable the Fund to comply with
the Securities Act of 1933, as amended, and/or the Investment Company Act of
1940, as amended, and other pertinent federal securities statutes, and any other
rules, regulations and requirements of such Regulatory Agency. The powers of
the aforesaid attorneys-in-fact are hereby expressly limited to the execution
and filing of such documents with the appropriate Regulatory Agency.
/s/ William A. Humenuk
--------------------------------
William A. Humenuk, Esq.
Date: June 18, 1998
<PAGE>
SEC FILINGS
POWER OF ATTORNEY
The undersigned Trustee/Director of UAM Funds, Inc., UAM Funds Trust
and UAM Funds Trust II (the "Funds") hereby appoints Michael E. DeFao, Audrey C.
Talley and Martin J. Wolin his true and lawful attorneys-in-fact with authority
to execute in the name of such Trustee/Director on behalf of the Fund and to
file with the U.S. Securities and Exchange Commission, Commodity Futures Trading
Commission, National Futures Association or any other federal or state
regulatory body ("Regulatory Agency"), on behalf of the Fund any and all
regulatory materials necessary or advisable to enable the Fund to comply with
the Securities Act of 1933, as amended, and/or the Investment Company Act of
1940, as amended, and other pertinent federal securities statutes, and any other
rules, regulations and requirements of such Regulatory Agency. The powers of
the aforesaid attorneys-in-fact are hereby expressly limited to the execution
and filing of such documents with the appropriate Regulatory Agency.
/s/ Philip D. English
----------------------------
Philip D. English
Date: June 18, 1998
<PAGE>
SEC FILINGS
POWER OF ATTORNEY
The undersigned Trustee/Director of UAM Funds, Inc., UAM Funds Trust
and UAM Funds Trust II (the "Funds") hereby appoints Michael E. DeFao, Audrey C.
Talley and Martin J. Wolin his true and lawful attorneys-in-fact with authority
to execute in the name of such Trustee/Director on behalf of the Fund and to
file with the U.S. Securities and Exchange Commission, Commodity Futures Trading
Commission, National Futures Association or any other federal or state
regulatory body ("Regulatory Agency"), on behalf of the Fund any and all
regulatory materials necessary or advisable to enable the Fund to comply with
the Securities Act of 1933, as amended, and/or the Investment Company Act of
1940, as amended, and other pertinent federal securities statutes and any other
rules, regulations and requirements of such Regulatory Agency. The powers of
the aforesaid attorneys-in-fact are hereby expressly limited to the execution
and filing of such documents with the appropriate Regulatory Agency.
/s/ Nancy J. Dunn
------------------------------
Nancy J. Dunn
Date: June 18, 1998
<PAGE>
SEC FILINGS
POWER OF ATTORNEY
The undersigned Trustee/Director of UAM Funds, Inc., UAM Funds Trust
and UAM Funds Trust II (the "Funds") hereby appoints Michael E. DeFao, Audrey C.
Talley and Martin J. Wolin his true and lawful attorneys-in-fact with authority
to execute in the name of such Trustee/Director on behalf of the Fund and to
file with the U.S. Securities and Exchange Commission, Commodity Futures Trading
Commission, National Futures Association or any other federal or state
regulatory body ("Regulatory Agency"), on behalf of the Fund any and all
regulatory materials necessary or advisable to enable the Fund to comply with
the Securities Act of 1933, as amended, and/or the Investment Company Act of
1940, as amended, and other pertinent federal securities statutes and any other
rules, regulations and requirements of such Regulatory Agency. The powers of
the aforesaid attorneys-in-fact are hereby expressly limited to the execution
and filing of such documents with the appropriate Regulatory Agency.
/s/ John T. Bennett Jr.
------------------------------
John T. Bennett, Jr.
Date: June 18, 1998
<PAGE>
SEC FILINGS
POWER OF ATTORNEY
The undersigned Trustee/Director of UAM Funds, Inc., UAM Funds Trust
and UAM Funds Trust II (the "Funds") hereby appoints Michael E. DeFao, Audrey C.
Talley and Martin J. Wolin his true and lawful attorneys-in-fact with authority
to execute in the name of such Trustee/Director on behalf of the Fund and to
file with the U.S. Securities and Exchange Commission, Commodity Futures Trading
Commission, National Future Association or any other federal or state regulatory
body ("Regulatory Agency"), on behalf of the Fund any and all regulatory
materials necessary or advisable to enable the Fund to comply with the
Securities Act of 1933, as amended, and/or the Investment Company Act of 1940,
as amended, and other pertinent federal securities statutes, and any other
rules, regulations and requirements of such Regulatory Agency. The powers of
the aforesaid attorneys-in-fact are hereby expressly limited to the execution
and filing of such documents with the appropriate Regulatory Agency.
/s/ Peter M. Whitman, Jr.
--------------------------------
Peter M. Whitman, Jr.
Date: June 18, 1998
